Avanos Medical (AVNS) 10-Q 2023 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________  

Commission file number 001-36440

AVANOS MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware				46-4987888
(State or other jurisdiction of incorporation)				(I.R.S. Employer Identification No.)
	5405 Windward Parkway
	Suite 100 South
	Alpharetta,	Georgia	30004
	(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (844) 428-2667

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock - $0.01 Par Value	AVNS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Emerging growth company	☐
Smaller reporting company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐    No  ☒

As of April 26, 2023, there were 46,666,812 shares of the registrant’s common stock outstanding.    

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	4
Unaudited Condensed Consolidated Income Statements for the Three Months Ended March 31, 2023 and 2022	4
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2023 and 2022	5
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	6
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022	7
Unaudited Condensed Consolidated Cash Flow Statements for the Three Months Ended March 31, 2023 and 2022	8
Notes to the Unaudited Condensed Consolidated Financial Statements	9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	24
PART II – OTHER INFORMATION	25
Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3. Defaults Upon Senior Securities	25
Item 4. Mine Safety Disclosures	25
Item 5. Other Information	25
Item 6. Exhibits	25
Signatures	27

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Information Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are included throughout this Form 10-Q, including in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “may,” “believe,” “will,” “expect,” “intend,” “predict,” “potential,” “project,” “estimate,” “anticipate,” “plan,” or “continue” and similar expressions. The matters discussed in these forward-looking statements are based on the current plans and expectations of our management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. These factors include, but are not limited to:

•general economic conditions, particularly in the United States;

•fluctuations in global equity and fixed-income markets;

•our ability to successfully execute on or achieve the expected benefits of our restructuring initiative;

•supply chain issues and inflationary pressures;

•risks related to the ongoing COVID-19 pandemic;

•the competitive environment;

•the loss of current customers or the inability to obtain new customers;

•litigation and enforcement actions;

•disruption in the supply of raw materials or the distribution of finished goods;

•price fluctuations in key commodities;

•fluctuations in currency exchange rates;

•changes in governmental regulations that are applicable to our business;

•our ability to realize the intended benefits of our acquisition or merger transactions;

•changes in asset valuations, including write-downs of assets such as inventory, accounts receivable or other assets for impairment or other reasons; and

•any other matters described in Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and Part II, Item 1A - “Risk Factors” in this Form 10-Q.

You are cautioned not to unduly rely on such forward-looking statements when evaluating the information in this Form 10-Q. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of our management and expressed in good faith, and is believed to have a reasonable basis. There can be no assurance that any such expectation or belief will be achieved or accomplished.

Any forward-looking statement made in this Form 10-Q speaks only as of the date of this report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

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PART I – FINANCIAL INFORMATION

Item 1.     Financial Statements

AVANOS MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS

(in millions, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
		2023		2022
Net Sales		$	191.7	$	197.4
Cost of products sold		87.2		90.8
Gross Profit		104.5		106.6
Research and development		7.9		7.8
Selling and general expenses		92.7		90.1
Other expense, net		1.3		0.1
Operating Income		2.6		8.6
Interest income		0.5		—
Interest expense		(3.5)		(1.3)
(Loss) Income Before Income Taxes		(0.4)		7.3
Income tax provision		(0.1)		(1.9)
Net (Loss) Income		$	(0.5)	$	5.4
(Loss) Earnings Per Share
Basic		$	(0.01)	$	0.11
Diluted		$	(0.01)	$	0.11

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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AVANOS MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

(Unaudited)

	Three Months Ended March 31,
		2023		2022
Net (Loss) Income		$	(0.5)	$	5.4
Other Comprehensive Income, Net of Tax
Unrealized currency translation adjustments		4.5		1.7
Total Other Comprehensive Income, Net of Tax		4.5		1.7
Comprehensive Income		$	4.0	$	7.1

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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AVANOS MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

(Unaudited)

	March 31, 2023		December 31, 2022
ASSETS
Current Assets
Cash and cash equivalents	$	95.7	$	127.7
Accounts receivable, net of allowances	142.7		167.9
Inventories	200.0		190.3
Prepaid and other current assets	15.4		13.9
Total Current Assets	453.8		499.8
Property, Plant and Equipment, net	163.5		163.9
Operating Lease Right-of-Use Assets	28.3		30.6
Goodwill	821.5		819.4
Other Intangible Assets, net	244.7		251.0
Deferred Tax Assets	4.5		4.6
Other Assets	18.6		17.6
TOTAL ASSETS	$	1,734.9	$	1,786.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	6.2		6.2
Current portion of operating lease liabilities	12.1		12.8
Trade accounts payable	59.6		67.9
Accrued expenses	80.6		98.9
Total Current Liabilities	158.5		185.8
Long-Term Debt	204.7		226.3
Operating Lease Liabilities	32.4		34.7
Deferred Tax Liabilities	25.1		25.4
Other Long-Term Liabilities	15.5		23.5
Total Liabilities	436.2		495.7
Commitments and Contingencies
Stockholders’ Equity
Preferred stock - $0.01 par value - authorized 20,000,000 shares, none issued	—		—
Common stock - $0.01 par value - authorized 300,000,000 shares, 46,660,199 outstanding as of March 31, 2023 and 46,528,907 outstanding as of December 31, 2022	0.5		0.5
Additional paid-in capital	1,651.0		1,646.4
Accumulated deficit	(253.6)		(253.1)
Treasury stock	(67.9)		(66.8)
Accumulated other comprehensive loss	(31.3)		(35.8)
Total Stockholders’ Equity	1,298.7		1,291.2
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,734.9	$	1,786.9

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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AVANOS MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in millions)

(Unaudited)

	Three Months Ended March 31,
		2023		2022
Common Stock		$	0.5	$	0.5
Additional Paid-in Capital, beginning of period		1,646.4		1,628.8
Exercise or redemption of share-based awards		0.6		0.7
Stock-based compensation expense		4.0		3.8
Additional Paid-in Capital, end of period		1,651.0		1,633.3
Accumulated Deficit, beginning of period		(253.1)		(303.6)
Net (loss) income		(0.5)		5.4
Accumulated Deficit, end of period		(253.6)		(298.2)
Treasury Stock, beginning of period		(66.8)		(21.3)
Purchases of treasury stock		(1.1)		(19.4)
Treasury Stock, end of period		(67.9)		(40.7)
Accumulated Other Comprehensive Loss, beginning of period		(35.8)		(33.8)
Other comprehensive income, net of tax		4.5		1.7
Accumulated Other Comprehensive Loss, end of period		(31.3)		(32.1)
Total Stockholders’ Equity, end of period		$	1,298.7	$	1,262.8

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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AVANOS MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

(in millions)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Operating Activities
Net (loss) income	$	(0.5)	$	5.4
Depreciation and amortization	12.1		11.1
Stock-based compensation expense	4.0		3.8
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	26.2		(15.7)
Inventories	(8.6)		(3.9)
Prepaid expenses and other assets	(1.5)		0.1
Accounts payable	(7.9)		30.2
Accrued expenses	(27.5)		(28.8)
Deferred income taxes and other	(3.1)		(0.4)
Cash (Used in) Provided by Operating Activities	(6.8)		1.8
Investing Activities
Capital expenditures	(4.0)		(5.0)
Acquisition of assets and investments in businesses	—		(116.7)
Cash Used in Investing Activities	(4.0)		(121.7)
Financing Activities
Proceeds from issuance of secured debt	—		125.0
Secured debt repayments	(1.6)		—
Revolving credit facility proceeds	—		20.0
Revolving credit facility repayments	(20.0)		(20.0)
Purchases of treasury stock	(1.1)		(19.4)
Payments of debt issuance costs	—		(0.6)
Proceeds from the exercise of stock options	0.6		0.7
Cash (Used in) Provided by Financing Activities	(22.1)		105.7
Effect of Exchange Rate Changes on Cash and Cash Equivalents	0.9		—
Decrease in Cash and Cash Equivalents	(32.0)		(14.2)
Cash and Cash Equivalents - Beginning of Period	127.7		118.5
Cash and Cash Equivalents - End of Period	$	95.7	$	104.3

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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AVANOS MEDICAL, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.    Accounting Policies

Background and Basis of Presentation

Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to the things that matter. Headquartered in Alpharetta, Georgia, we are committed to addressing some of today’s most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market our recognized brands globally and hold leading market positions in multiple categories across our portfolio. References herein to “Avanos,” “the 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 our Annual Report on Form 10-K for the year ended December 31, 2022. 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 any change could be material to our financial statements. Changes in these estimates are recorded when known.

Recently Adopted Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-06, Reference Rate Reform. This ASU was prompted by the planned cessation of the London Interbank Offer Rate (“LIBOR”). This ASU applies to contract modifications that replace a reference rate and contemporaneous modifications of other contract terms related to the replacement of the reference rate. Under this ASU, modifications to debt agreements may be accounted for by prospectively adjusting the effective interest rate. This ASU is effective as of issuance on December 21, 2022 and defers the sunset date of Topic 848, Reference Rate Reform from December 31, 2022 to December 31, 2024. This ASU may be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. We adopted this guidance in the fourth quarter of 2021. Adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows.

Effective January 1, 2023, we adopted 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. Adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows.

Change in Accounting Principle

During the third quarter of 2022, we elected to change our method of accounting for U.S. inventory from the Last-In, First-Out (“LIFO”) method to the First-In, First-Out (“FIFO”) method. The effects of the change in accounting method from LIFO to FIFO have been retrospectively applied to all periods presented in all sections of this Form 10-Q, including Management's Discussion and Analysis. This change has no impact on our results herein for the three months ended March 31, 2023.

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Note 2.    Restructuring Activities

Transformation Process

In January 2023, we initiated a three-year restructuring initiative intended to align the Company under a single commercial organization, rationalize our product portfolio, undertake additional cost management activities to enhance the Company’s operating profitability and pursue efficient capital allocation strategies (the “Transformation Process”). We expect the Transformation Process will be substantially complete by the end of 2025.

We expect to incur between $20.0 million and $25.0 million of cash expenses in connection with the Transformation Process, consisting of between $9.0 million and $12.0 million of program management consulting and employee retention expenses; between $8.0 million and $11.0 million of expenses associated with manufacturing and supply chain improvements and portfolio rationalization; and the remainder for expenses associated with organization design and alignment and other related activities. These amounts include between $6.0 million and $8.0 million of employee severance and benefits costs.

In the three months ended March 31, 2023, we incurred $8.9 million primarily related to program management consulting and employee retention expenses and employee severance and benefits costs in connection with the Transformation Process. These costs were included in “Selling and general expenses” in the accompanying condensed consolidated income statements.

Restructuring Liability

Our liability for costs associated with the Transformation Process as of March 31, 2023 is summarized below (in millions):

	As of March 31, 2023
Beginning balance	$	—
Restructuring and transformation costs, excluding non-cash charges	8.9
Payments and adjustments, net	(6.5)
Ending balance	$	2.4

Note 3.    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 and has been added to our chronic pain portfolio. The total purchase price was $130.0 million at closing less working capital adjustments. The agreement allowed for up to an additional $30.0 million payable in contingent cash consideration based on OrthogenRx’s growth in net sales during 2022 and 2023, of which we paid $10.6 million based on OrthogenRx’s 2022 net sales. The purchase price was funded by available cash on hand and the proceeds of borrowings, including an incremental $125.0 million tranche of term loans. The accompanying condensed consolidated income statements include $14.7 million of net sales from OrthogenRx since the closing of the acquisition for the three months ended March 31, 2022. In the three months ended March 31, 2023, we incurred $1.5 million of costs in connection with the OrthogenRx acquisition, which are included in “Selling and general expenses” and “Other expense, net”. 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”.

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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. The fair value of the net assets acquired are based on estimates and assumptions relating to certain intangible assets acquired, liabilities assumed, income taxes and loss contingencies, which are subject to change during the measurement period (up to one year from the acquisition date). 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 final purchase price allocation, net of cash acquired, is shown in the table below (in millions):

Accounts receivable, net	$	11.6
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)	(5.7)
Deferred tax liability	(22.1)
Identifiable intangible assets	135.6
Goodwill	21.1
Total	$	116.1

Current period adjustments include an increase of $0.1 million in certain indemnification liabilities acquired, a decrease of $0.4 million in the estimated deferred tax liability and a decrease in accounts receivable of $2.1 million which were recorded as a $1.8 million increase to goodwill.

Goodwill arising from the OrthogenRx acquisition is not fully tax deductible and is attributable to future earnings potential and the strategic fit within our interventional pain portfolio as it allows for providing a greater continuum of care for patients.

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 includes $126.0 million 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 and $8.3 million related to OrthogenRx non-compete agreements.

Note 4.    Supplemental Balance Sheet Information

Accounts Receivable

Accounts receivable consist of the following (in millions):

	March 31, 2023		December 31, 2022
Accounts receivable	$	137.4	$	162.1
Income tax receivable	11.7		12.2
Allowances and doubtful accounts:
Doubtful accounts	(6.1)		(6.1)
Sales discounts	(0.3)		(0.3)
Accounts receivable, net	$	142.7	$	167.9

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. The expense associated with doubtful

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accounts was $0.2 million for the three months ended March 31, 2023, compared to $0.3 million for the three months ended March 31, 2022.

Inventories

Inventories at the lower of cost (determined on the FIFO method) or net realizable value consists of the following (in millions):

	March 31, 2023		December 31, 2022
Raw materials	$	57.0	$	53.6
Work in process	31.2		31.2
Finished goods	103.4		97.7
Supplies and other	8.4		7.8
Total Inventory	$	200.0	$	190.3

We incurred $2.0 million of expense for inventory write-offs and obsolescence in the three months ended March 31, 2023, compared to $4.4 million in the three months ended March 31, 2022.

We may distribute products bearing the Halyard brand through 2023 under a royalty agreement we have with Owens & Minor, Inc. As of March 31, 2023, our inventory reserve balance for salable Halyard-branded inventory was $1.6 million.

Property, Plant and Equipment

Property, plant and equipment consists of the following (in millions):

	March 31, 2023		December 31, 2022
Land	$	1.3	$	1.1
Buildings and leasehold improvements	52.5		50.8
Machinery and equipment	245.0		239.1
Construction in progress	26.6		27.9
	325.4		318.9
Less accumulated depreciation	(161.9)		(155.0)
Total	$	163.5	$	163.9

Depreciation expense was $5.8 million for the three months ended March 31, 2023, compared to $5.4 million for the three months ended March 31, 2022.

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill are as follows (in millions):

	Goodwill
Balance, December 31, 2022	$	819.4
Purchase accounting adjustment(a)	1.8
Currency translation adjustment	0.3
Balance, March 31, 2023	$	821.5

_____________________________________________

(a)Purchase accounting adjustment related to the acquisition of OrthogenRx is described in Note 3, “Business Acquisition”

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Intangible assets subject to amortization consist of the following (in millions):

	March 31, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks	$	92.5	$	(67.9)	$	24.6	$	92.5	$	(67.2)	$	25.3
Patents and acquired technologies	278.8		(197.7)		81.1		278.8		(195.3)		83.5
Other	187.6		(48.6)		139.0		187.6		(45.4)		142.2
Total	$	558.9	$	(314.2)	$	244.7	$	558.9	$	(307.9)	$	251.0

Amortization expense for intangible assets is included in “Costs of products sold” and “Selling and general expenses” and was $6.3 million for the three months ended March 31, 2023, compared to $5.7 million for the three months ended March 31, 2022.

Amortization expense for the remainder of 2023 and the following four years and thereafter is estimated as follows (in millions):

	Amount
Remainder of 2023	$	19.0
2024	25.3
2025	24.7
2026	24.3
2027	24.1
Thereafter	127.3
Total	$	244.7

Accrued Expenses

Accrued expenses consist of the following (in millions):

	March 31, 2023		December 31, 2022
Accrued rebates and customer incentives	$	18.8	$	26.9
Accrued salaries and wages	21.8		34.6
Accrued taxes and other	20.8		21.2
Other	19.2		16.2
Total	$	80.6	$	98.9

Other Long-Term Liabilities

Other long-term liabilities consist of the following (in millions):

	March 31, 2023		December 31, 2022
Accrued compensation and benefits	$	5.4	$	4.8
Other	10.1		18.7
Total	$	15.5	$	23.5

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Note 5.    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, 2023				December 31, 2022
	Fair Value Hierarchy Level	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets
Cash and cash equivalents	1	$	95.7	$	95.7	$	127.7	$	127.7
Liabilities
Revolving Credit Facility	2	$	90.0	$	90.0	$	110.0	$	110.0
Term Loan Facility	2	120.9		120.9		122.5		122.5
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 Revolving Credit Facility and Term Loan Facility approximates carrying value because borrowings are subject to a variable rate as described in Note 6, “Debt”.

Note 6.     Debt

As of March 31, 2023 and December 31, 2022, our respective debt balances were as follows (in millions):

	Weighted-Average Interest Rate		Maturity	March 31, 2023		December 31, 2022
Revolving Credit Facility	6.32	%	2027	$	90.0	$	110.0
Term Loan Facility	6.32	%	2027	121.8		123.4
				211.8		233.4
Unamortized debt issuance costs				(0.9)		(0.9)
Current portion of long-term debt				(6.2)		(6.2)
Total Long-Term Debt, net				$	204.7	$	226.3

On June 24, 2022, we entered into a credit agreement (the “Credit Agreement”) with certain lenders which established credit facilities in an aggregate principal amount of $500.0 million, consisting of a five-year senior secured term loan of $125.0 million (the “Term Loan Facility”) and a five-year senior secured revolving credit facility allowing borrowings of up to $375.0 million, with a letter of credit sub-facility in an amount of $75.0 million (the “Revolving Credit Facility”). All obligations under the Credit Agreement and certain hedging agreements and cash management arrangements thereunder are: (i) guaranteed by each of the Company’s direct and indirect, existing and future, material wholly owned domestic subsidiaries (“Guarantors”) and (ii) secured by a first priority lien on substantially all the assets of the Company and the Guarantors. The Credit Agreement contains an accordion feature that allows us to incur incremental term loans under the Term Loan Facility or under new term loan facilities or to increase the amount of the commitments under the Revolving Credit Facility, including through the establishment of one or more tranches under the Revolving Credit Facility. The Credit Agreement will mature on June 24, 2027.

Borrowings under the Term Loan Facility and Revolving Credit Facility bear interest at our option at either: (i) an adjusted term secured overnight financing rate (“SOFR”), plus a margin ranging between 1.50% to 2.00% per annum, depending on our consolidated total leverage ratio; (ii) an adjusted daily simple SOFR rate, plus a margin ranging between 1.50% to 2.00% per

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annum, depending on our consolidated total leverage ratio; or (iii) a base rate (calculated as the greatest of (a) the prime rate, (b) the NYFRB rate (being the greater of the federal funds effective rate or the overnight bank funding rate) plus 0.50%, and (c) the one month adjusted term SOFR rate plus 1.00%), plus a margin ranging between 0.50% to 1.00% per annum, depending on our consolidated total leverage ratio. The unused portion of the Revolving Credit Facility will be subject to a commitment fee ranging between 0.20% to 0.25% per annum, depending on our consolidated total leverage ratio. Unamortized debt discount and issuance costs are being amortized to interest expense over the life of the Term Loan Facility using the interest method, resulting in an effective interest rate of 6.5% as of March 31, 2023.

The Credit Agreement requires compliance with certain customary operational and financial covenants. As of March 31, 2023, we were in compliance with these covenants. In addition, the Credit Agreement contains certain other customary limitations on our ability to, among other things: incur additional indebtedness; pay dividends on or repurchase or redeem our capital stock; make loans, investments and acquisitions; sell, transfer or otherwise dispose of assets; guarantee other obligations; create or grant liens; and enter into certain types of transactions with affiliates. Notwithstanding such limitations, the Credit Agreement allows us to pay dividends, repurchase stock and make investments up to an “Available Amount,” as defined in the Credit Agreement, provided no event of default has occurred and certain financial ratios have been achieved on a pro forma basis. We are permitted to prepay all or a portion of the Term Loan Facility and the Revolving Credit Facility at any time without premium or penalty.

Debt Payments

The Credit Agreement requires quarterly principal installment payments on the Term Loan Facility of 10% of the total principal borrowed for the first eight quarters following funding and then quarterly installment payments of 20% of the total principal borrowed, at which time the remaining unpaid principal amount of the Term Loan Facility is due and payable by the Company upon the maturity date of June 24, 2027. The current portion of the Term Loan Facility is $6.2 million. Interest is payable quarterly. We have the right to voluntarily prepay the Term Loan Facility in accordance with the terms of the Credit Agreement. Interest is payable at the same rates set forth above for the Revolving Credit Facility.

During the three months ended March 31, 2023, we repaid $1.6 million of the Term Loan Facility. During the three months ended March 31, 2023, we repaid $20.0 million of the Revolving Credit Facility. As of March 31, 2023, we had letters of credit outstanding of $6.2 million.

As of March 31, 2023, the aggregate amounts of long-term debt that will mature during each of the next four years are as follows (in millions):

	Amount
Remainder of 2023	$	4.7
2024	7.0
2025	9.4
2026	10.2
2027	180.5
Total	$	211.8

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Note 7.    Accumulated Other Comprehensive Income

The changes in the components of Accumulated Other Comprehensive Income (“AOCI”), net of tax, are as follows (in millions):

	Unrealized Currency Translation		Defined Benefit Plans		Accumulated Other Comprehensive Loss
Balance, December 31, 2022	$	(36.1)	$	0.3	$	(35.8)
Other comprehensive income	4.5		—		4.5
Balance, March 31, 2023	$	(31.6)	$	0.3	$	(31.3)

The net changes in the components of AOCI, including the tax effect, are as follows (in millions):

	Three Months Ended March 31,
		2023		2022
Unrealized currency translation		$	4.5	$	1.7
Change in AOCI		$	4.5	$	1.7

Note 8.     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, 2023 and 2022 is shown in the table below (in millions):

	Three Months Ended March 31,
		2023		2022
Stock options		$	0.2	$	0.4
Time-based restricted share units		2.9		2.6
Performance-based restricted share units		0.8		0.7
Employee stock purchase plan		0.1		0.1
Total stock-based compensation		$	4.0	$	3.8

Note 9.    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.

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.

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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.

Note 10.    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, 2023 and 2022 is set forth in the following table (in millions, except per share amounts):

	Three Months Ended March 31,
		2023		2022
Net (loss) income		$	(0.5)	$	5.4
Weighted Average Shares Outstanding:
Basic weighted average shares outstanding		46.6		47.4
Dilutive effect of stock options and restricted share unit awards		0.6		0.4
Diluted weighted average shares outstanding		47.2		47.8
(Loss) Earnings Per Share
Basic		$	(0.01)	$	0.11
Diluted		$	(0.01)	$	0.11

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.

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For the three months ended March 31, 2023, 1.8 million of potentially dilutive stock options and RSU awards were excluded from the computation of earnings per share as their effect would have been anti-dilutive.

Note 11.    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 globally with manufacturing facilities in the United States and Mexico.

Avanos develops, manufactures and markets its recognized brands globally and holds leading market positions in multiple categories across its portfolio. Our management evaluates net sales by product category within our single reportable segment as follows (in millions):

	Three Months Ended March 31,
		2023		2022
Chronic Care:
Digestive health		$	88.8	$	81.4
Respiratory health		32.4		38.0
Total Chronic Care		121.2		119.4
Pain Management:
Acute pain		$	34.7	$	38.7
Interventional pain		35.8		39.3
Total Pain Management		70.5		78.0
Total Net Sales		$	191.7	$	197.4

Chronic care is a portfolio of products including:

•Digestive health products such as our MIC-KEY enteral feeding tubes, Corpak patient feeding solutions and NeoMed neonatal and pediatric feeding solutions; and

•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; and

•Interventional pain solutions, which provide minimally invasive pain relief therapies, such as our COOLIEF pain therapy and OrthogenRx’s knee osteoarthritis pain relief injection products.

Liabilities for estimated returns, rebates and incentives are presented in the table below (in millions):

	March 31, 2023		December 31, 2022
Accrued rebates	$	9.6	$	14.5
Accrued customer incentives	9.2		12.4
Accrued rebates and customer incentives	18.8		26.9
Accrued sales returns(a)	0.1		0.1
Total estimated liabilities	$	18.9	$	27.0

__________________________________________________

(a)Accrued sales returns are included in “Other” in the accrued expenses table in Note 4, “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.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide investors with an understanding of our recent performance, and should be read in conjunction with the condensed consolidated financial statements contained in Item 1, “Financial Statements” in this Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022. This MD&A contains forward-looking statements. Refer to “Information Concerning Forward-Looking Statements” at the beginning of this Form 10-Q for an explanation of these types of statements.

The following will be discussed and analyzed:

•Restructuring Activities;

•Results of Operations and Related Information;

•Liquidity and Capital Resources; and

•Critical Accounting Policies and Use of Estimates.

Restructuring Activities

In January 2023, we initiated a three-year restructuring initiative pursuant to which we plan to: (i) combine our Chronic Care and Pain Management franchises into a single commercial organization focused on the Digestive Health and Orthopedic Pain & Recovery product categories; (ii) rationalize our product portfolio including certain low-margin, low-growth product categories, through targeted divestitures; (iii) undertake additional cost management activities to enhance the Company’s operating profitability; and (iv) pursue efficient capital allocation strategies, including through acquisitions that meet the Company’s strategic and financial criteria (the “Transformation Process”).

By 2025, we expect total gross savings of between $45.0 million and $55.0 million compared to 2022, most of which will be achieved in 2024. We expect the Transformation Process will be substantially complete by the end of 2025.

We expect to incur between $20.0 million and $25.0 million of cash expenses in connection with the Transformation Process, consisting of between $9.0 million and $12.0 million of program management consulting and employee retention expenses, between $8.0 million and $11.0 million of expenses associated with manufacturing and supply chain improvements and portfolio rationalization; and the remainder for expenses associated with organization design and alignment and other related activities. These amounts include between $6.0 million and $8.0 million of employee severance and benefits costs. The accompanying condensed consolidated income statements for the three months ended March 31, 2023 includes $8.9 million of costs incurred in connection with the Transformation Process in “Selling and general expenses.”

Results of Operations and Related Information

Use of Non-GAAP Measures

In this section, we present “Adjusted operating profit (loss),” which is a profitability measure that is not calculated in accordance with accounting principles generally accepted in the United States (“GAAP”) and is therefore referred to as non-GAAP financial measure. We provide this non-GAAP measure because we use it to measure our operational performance and provide greater insight into our ongoing business operations. This measure is not intended to be, and should not be, considered separately from, or an alternative to, the most directly comparable GAAP financial measures. A reconciliation of the non-GAAP measure to the most directly comparable GAAP financial measures is provided below under “Adjusted operating profit.”

Change in Accounting Principle

During the third quarter of 2022, we changed our method of accounting for certain inventory from the Last-In, First-Out (“LIFO”) method to the First-In, First-Out (“FIFO”) method. The effects of the change in accounting method from LIFO to FIFO have been retrospectively applied to all periods presented in all sections of this Form 10-Q, including Management's Discussion and Analysis. Refer to Note 1, “Accounting Policies” in Item 1 of this Form 10-Q for further information related to the change in accounting principle. This change has no impact on our results herein for the three months ended March 31, 2023.

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Net Sales

Our net sales are summarized in the following table for the three months ended March 31, 2023 and 2022 (in millions):

			Three Months Ended March 31,
					2023			2022			Change
Chronic Care:
Digestive health					$	88.8		$	81.4		9.1	%
Respiratory health					32.4			38.0			(14.7)	%
Total Chronic Care					121.2			$	119.4		1.5	%
Pain Management:
Acute pain					$	34.7		$	38.7		(10.3)	%
Interventional pain					35.8			39.3			(8.9)	%
Total Pain Management					70.5			78.0			(9.6)	%
Total Net Sales					$	191.7		$	197.4		(2.9)	%
	Total		Volume		Pricing/Mix			Currency			Other
Net sales - percentage change 2023 vs. 2022	(2.9)	%	(2.8)	%	1.0		%	(1.1)		%	—	%

Product Category Descriptions

Chronic care is a portfolio of products including:

•Digestive health products such as our MIC-KEY enteral feeding tubes, Corpak patient feeding solutions and NeoMed neonatal and pediatric feeding solutions; and

•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; and

•Interventional pain solutions, which provide minimally invasive pain relief therapies, such as our Coolief pain therapy and OrthogenRx’s knee osteoarthritis pain relief injection products.

Net Sales

Net sales decreased by 2.9% for the three months ended March 31, 2023 compared to the quarter ended March 31, 2022, primarily due to lower volume in pain management products and respiratory health products, partially offset by higher volume in digestive health products. In addition to volume, 1.0% of favorable pricing was offset by 1.1% of unfavorable foreign currency translation effects.

Net Sales by Geographic Region

Net sales by region is presented in the table below (in millions):

	Three Months Ended March 31,
		2023		2022		Change
North America		$	154.8	$	157.7	(1.8)	%
Europe, Middle East and Africa		21.3		23.3		(8.6)
Asia Pacific and Latin America		15.6		16.4		(4.9)
Total net sales		$	191.7	$	197.4	(2.9)	%

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Gross Profit (in millions)

	Three Months Ended March 31,
		2023			2022
Net sales		$	191.7		$	197.4
Cost of products sold		87.2			90.8
Gross profit		104.5			106.6
Gross profit margin		54.5		%	54.0		%

Gross profit margin improved from 54.0% to 54.5% due to manufacturing efficiencies and improvements in the overall supply chain environment.

Research and Development (in millions)

	Three Months Ended March 31,
		2023			2022
Research and development		$	7.9		$	7.8
Percentage of net sales		4.1		%	4.0		%

Research and development consists primarily of compensation for personnel and expenses for product trial costs, outside laboratory and license fees, the cost of laboratory equipment and facilities and asset write-offs for equipment associated with unsuccessful product launches. Research and development has historically ranged between 4% and 6% of net sales.

Selling and General Expenses (in millions)

	Three Months Ended March 31,
		2023			2022
Selling and general expenses		$	92.7		$	90.1
Percentage of net sales		48.4		%	45.6		%

Selling and general expenses increased to $92.7 million for the three months ended March 31, 2023 compared to the prior year period, driven by expenses associated with our ongoing Transformation Process.

Other Expense, net (in millions)

	Three Months Ended March 31,
		2023			2022
Other expense, net		$	1.3		$	0.1
Percentage of net sales		0.7		%	0.1		%

Other expense, net increased to $1.3 million for the three months ended March 31, 2023 compared to the prior year period driven by acquisition and integration costs.

Operating Profit (in millions)

	Three Months Ended March 31,
		2023			2022
Operating profit		$	2.6		$	8.6
Operating profit margin		1.4		%	4.4		%

The items previously described drove operating profit to $2.6 million for the three months ended March 31, 2023, compared to $8.6 million for the three months ended March 31, 2022.

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Adjusted Operating Profit

A reconciliation of adjusted operating profit (loss), a non-GAAP measure, to operating profit (loss) is provided in the table below (in millions):

	Three Months Ended March 31,
		2023		2022
Operating profit, as reported (GAAP)		$	2.6	$	8.6
Acquisition and integration-related charges		1.5		1.7
Restructuring and transformation charges		8.9		—
EU MDR Compliance		1.1		1.6
Intangibles amortization		6.3		5.7
Adjusted operating profit (non-GAAP)		$	20.4	$	17.6

The items noted in the table above are described below:

Acquisition and integration-related charges: Acquisition and integration-related charges were $1.5 million and $1.7 million for the three months ended March 31, 2023 and 2022, respectively. Expenses in both the three months ended March 31, 2023 and 2022 were related to the acquisition of OrthogenRx.

Restructuring and transformation charges: In January 2023, we initiated the Transformation Process, a three-year restructuring initiative intended to align the Company under a single commercial organization, rationalize our product portfolio, undertake additional cost management activities to enhance the Company’s operating profitability and pursue efficient capital allocation strategies. In the three months ended March 31, 2023, we incurred $8.9 million of expenses related to the Transformation Process which consisted of costs associated with program management consulting and employee retention expenses and employee severance and benefits costs.

EU MDR Compliance: The European Union Medical Device Regulation (the “EU MDR”) became effective in 2021 and brings significant new requirements for many of our medical devices. Incremental costs associated with EU MDR compliance are primarily related to re-certification of our products under the enhanced standards. We incurred $1.1 million and $1.6 million of costs related to EU MDR compliance in the three months ended March 31, 2023 and 2022. We expect the activities resulting in incremental costs associated with our initial compliance with the EU MDR will continue into 2024.

Intangibles amortization: Intangibles amortization is related primarily to intangibles acquired in business acquisitions and was $6.3 million and $5.7 million for the three months ended March 31, 2023 and 2022, respectively. The increase in amortization is due to incremental amortization of intangibles acquired with OrthogenRx early last year.

Interest Expense

Interest expense consists of interest accrued and amortization of debt issuance costs on our revolving credit facility net of interest capitalized on long-term capital projects. See Note 6, “Debt” in Item 1 of this Form 10-Q. Interest expense was $3.5 million for the three months ended March 31, 2023, compared to $1.3 million, in the comparable period last year. Our outstanding debt balances, net of unamortized discounts, were $210.9 million and $232.5 million as of March 31, 2023 and December 31, 2022, respectively.

Income Taxes

The income tax provision was $0.1 million in the three months ended March 31, 2023, compared to $1.9 million in the three months ended March 31, 2022. Our effective tax rate was 25.0% and 26.0% in the three months ended March 31, 2023 and 2022, respectively.

Liquidity and Capital Resources

General

Our primary sources of liquidity are cash on hand provided by operating activities and amounts available with our revolving credit facility under our credit agreement. We expect our operating cash flow will be sufficient to meet our working capital requirements and fund capital expenditures in the next twelve months. In addition, with our borrowing capacity, we expect to have the ability to fund capital expenditures and other investments necessary to grow our business for the foreseeable future for both our domestic and international operations.

As of March 31, 2023, $47.9 million of our $95.7 million of cash and cash equivalents was held by foreign subsidiaries. We consider the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested overseas and currently do not have

22

plans to repatriate such earnings. We do not expect restrictions on repatriation of cash held outside of the United States to have a material effect on our overall liquidity, financial condition or results of operations for the foreseeable future.

Cash and cash equivalents decreased by $32.0 million to $95.7 million as of March 31, 2023, compared to $127.7 million as of December 31, 2022. The decrease was primarily driven by $6.8 million of cash used in operating activities, payments of $20.0 million on our revolving credit facility and $1.6 million on our term loan, and $4.0 million of capital expenditures.

During the three months ended March 31, 2022, cash and cash equivalents decreased by $14.2 million to $104.3 million as of March 31, 2022. The decrease was primarily driven by $116.7 million used to purchase OrthogenRx and $19.4 million used to repurchase shares of our common stock, partially offset by $1.8 million provided by operating activities and $125.0 million in proceeds received from the issuance of incremental long-term debt.

Long-Term Debt

On June 24, 2022, we entered into a credit agreement (the “Credit Agreement”) with certain lenders which established credit facilities in an aggregate principal amount of $500.0 million, consisting of a five-year senior secured term loan of $125.0 million (the “Term Loan Facility”) and a five-year senior secured revolving credit facility allowing borrowings of up to $375.0 million, with a letter of credit sub-facility in an amount of $75.0 million (the “Revolving Credit Facility”). All obligations under the Credit Agreement and certain hedging agreements and cash management arrangements thereunder are: (i) guaranteed by each of the Company’s direct and indirect, existing and future, material wholly owned domestic subsidiaries (“Guarantors”) and (ii) secured by a first priority lien on substantially all the assets of the Company and the Guarantors. The Credit Agreement contains an accordion feature that allows us to incur incremental term loans under the Term Loan Facility or under new term loan facilities or to increase the amount of the commitments under the Revolving Credit Facility, including through the establishment of one or more tranches under the Revolving Credit Facility. The Credit Agreement will mature on June 24, 2027.

Borrowings under the Term Loan Facility and Revolving Credit Facility bear interest at our option at either: (i) an adjusted term secured overnight financing rate (“SOFR”), plus a margin ranging between 1.50% to 2.00% per annum, depending on our consolidated total leverage ratio; (ii) an adjusted daily simple SOFR rate, plus a margin ranging between 1.50% to 2.00% per annum, depending on our consolidated total leverage ratio; or (iii) a base rate (calculated as the greatest of (a) the prime rate, (b) the NYFRB rate (being the greater of the federal funds effective rate or the overnight bank funding rate) plus 0.50%, and (c) the one month adjusted term SOFR rate plus 1.00%), plus a margin ranging between 0.50% to 1.00% per annum, depending on our consolidated total leverage ratio. The unused portion of the Revolving Credit Facility will be subject to a commitment fee ranging between 0.20% to 0.25% per annum, depending on our consolidated total leverage ratio.

The Credit Agreement requires compliance with certain customary operational and financial covenants. As of March 31, 2023, we were in compliance with these covenants. In addition, the Credit Agreement contains certain other customary limitations on our ability to, among other things: incur additional indebtedness; pay dividends on or repurchase or redeem our capital stock; make loans, investments and acquisitions; sell, transfer or otherwise dispose of assets; guarantee other obligations; create or grant liens; and enter into certain types of transactions with affiliates. Notwithstanding such limitations, the Credit Agreement allows us to pay dividends, repurchase stock and make investments up to an “Available Amount,” as defined in the Credit Agreement, provided no event of default has occurred and certain financial ratios have been achieved on a pro forma basis.

See Note 6, “Debt” in Item 1 of this Form 10-Q for further details regarding our debt agreements.

Critical Accounting Policies and Use of Estimates

Our financial statements are prepared by applying certain accounting policies. See Note 1, “Accounting Policies” in Item 8, “Financial Statements and Supplementary Data” in the Form 10-K, which describes our most significant accounting policies. In addition, our critical accounting policies and estimates are presented under the caption “Critical Accounting Policies and Use of Estimates” in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operation” in the Form 10-K. Certain of these policies require management to make estimates or assumptions that may prove inaccurate or be subject to variations that may significantly affect our reported results and financial position for the period or in future periods. Management views these policies as critical accounting policies. See Note 1, “Accounting Policies” in Item 1 of this Form 10-Q for updates to our critical accounting policies and a discussion of recent accounting pronouncements. In the three months ended March 31, 2023, there were no significant changes to our critical accounting estimates from those disclosed in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operation” in the Form 10-K.

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Item 3.    Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes regarding our market risk position from the information provided under Item 7A – “Quantitative and Qualitative Disclosures About Market Risk” in the Form 10-K.

Item 4.    Controls and Procedures

With the participation of management, our Chief Executive Officer (principal executive officer) and our Senior Vice President, and Chief Financial Officer (principal financial officer) carried out an evaluation, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and our Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were operating effectively as of March 31, 2023.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1.    Legal Proceedings

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. 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.

Item 1A.    Risk Factors

There have been no material changes to the risk factors described in Part I, Item 1A, “Risk Factors,” of the Form 10-K, except as follows:

Recent events in the banking industry and the associated macroeconomic impacts may have a material adverse effect on our business operations, financial condition, results of operations and cash flows.

The recent financial conditions affecting the banking system and financial markets and the potential threats to the solvency of commercial banks, investment banks and other financial institutions may have an adverse effect on our operations and the operations of companies with which we do business or in which we hold a minority stake. There can be no assurance that the actions taken by the Federal Reserve, the Treasury Department and the Federal Deposit Insurance Corporation in response to recent bank solvency concerns will achieve the purpose of stabilizing the financial markets, restoring consumer confidence, or have other intended effects. Concerns about the stability of financial markets and the solvency of lenders may cause further negative effects across the banking system and may cause the costs of obtaining financing from the credit markets to increase, which may limit our ability to secure adequate financing in the future or have other negative effects on our business operations, financial condition, results of operations and cash flows.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3.    Defaults Upon Senior Securities

Not applicable

Item 4.    Mine Safety Disclosures

Not applicable

Item 5.    Other Information

None

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Item 6.     Exhibits

(a)Exhibits

Exhibit Number	Description
3.1	Second Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on May 6, 2020
3.2	Sixth Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed on May 6, 2020
*10.22	Severance and Separation Agreement dated January 10, 2023 by and between Avanos Medical, Inc. and William D. Haydon, filed herewith
*10.23	Avanos Medical, Inc. Amended and Restated Executive Severance Plan, filed herewith
31(a)	Section 302 CEO Certification, filed herewith
31(b)	Section 302 CFO Certification, filed herewith
32(a)**	Section 906 CEO Certification, furnished herewith
32(b)**	Section 906 CFO Certification, furnished herewith
101.INS	XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Management contracts, compensatory plans or arrangements.

** The certifications attached as Exhibit 32(a) and 32(b) that accompany this Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Avanos Medical, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	AVANOS MEDICAL, INC.
	(Registrant)
May 3, 2023	By:	/s/ Michael C. Greiner
		Michael C. Greiner
		Senior Vice President,
		Chief Financial Officer and Chief Transformation Officer
		(Principal Financial Officer)
May 3, 2023	By:	/s/ John J. Hurley
		John J. Hurley
		Controller
		(Principal Accounting Officer)

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