Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 26, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 - $0.01 Par Value | |
Trading Symbol | AVNS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 46,666,812 | |
Entity Central Index Key | 0001606498 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED INCOME S
CONDENSED CONSOLIDATED INCOME STATEMENTS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
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 | 0 |
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 (in dollars per share) | $ (0.01) | $ 0.11 |
Diluted (in dollars per share) | $ (0.01) | $ 0.11 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
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 | $ 7.1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 95.7 | $ 127.7 |
Accounts receivable, net of allowances | 142.7 | 167.9 |
Inventories | 200 | 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 |
Deferred Tax Assets | 4.5 | 4.6 |
Other Assets | 18.6 | 17.6 |
TOTAL ASSETS | 1,734.9 | 1,786.9 |
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 | 0 | 0 |
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 | 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 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 46,660,199 | 46,528,907 |
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, 2021 | $ 1,628.8 | $ (303.6) | $ (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 (loss) income | $ 5.4 | 5.4 | ||||
Purchases of treasury stock | (19.4) | |||||
Other comprehensive income | 1.7 | 1.7 | ||||
Ending balance at Mar. 31, 2022 | 1,262.8 | $ 0.5 | 1,633.3 | (298.2) | (40.7) | (32.1) |
Beginning balance at Dec. 31, 2022 | 1,291.2 | 1,646.4 | (253.1) | (66.8) | (35.8) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise or redemption of share-based awards | 0.6 | |||||
Stock-based compensation expense | 4 | |||||
Net (loss) income | (0.5) | (0.5) | ||||
Purchases of treasury stock | (1.1) | |||||
Other comprehensive income | 4.5 | 4.5 | ||||
Ending balance at Mar. 31, 2023 | $ 1,298.7 | $ 0.5 | $ 1,651 | $ (253.6) | $ (67.9) | $ (31.3) |
CONDENSED CONSOLIDATED CASH FLO
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities | ||
Net (loss) income | $ (0.5) | $ 5.4 |
Depreciation and amortization | 12.1 | 11.1 |
Stock-based compensation expense | 4 | 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) | (5) |
Acquisition of assets and investments in businesses | 0 | (116.7) |
Cash Used in Investing Activities | (4) | (121.7) |
Financing Activities | ||
Proceeds from issuance of secured debt | 0 | 125 |
Secured debt repayments | (1.6) | 0 |
Revolving credit facility proceeds | 0 | 20 |
Revolving credit facility repayments | (20) | (20) |
Purchases of treasury stock | (1.1) | (19.4) |
Payments of debt issuance costs | 0 | (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 | 0 |
Decrease in Cash and Cash Equivalents | (32) | (14.2) |
Cash and Cash Equivalents - Beginning of Period | 127.7 | 118.5 |
Cash and Cash Equivalents - End of Period | $ 95.7 | $ 104.3 |
Accounting Policies
Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 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. |
Restructuring Activities
Restructuring Activities | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | 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 |
Business Acquisition
Business Acquisition | 3 Months Ended |
Mar. 31, 2023 | |
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 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. T he 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”. 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. |
Supplemental Balance Sheet Info
Supplemental Balance Sheet Information | 3 Months Ended |
Mar. 31, 2023 | |
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, 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 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” Intangible assets subject to amortization consist of the following (in millions): March 31, 2023 December 31, 2022 Gross Accumulated Net Carrying Amount Gross Accumulated 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 |
Fair Value Information
Fair Value Information | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated 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”. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 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 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 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2023 | |
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 Currency Defined Benefit Accumulated 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 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
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, 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 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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. 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, 2023 | |
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, 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. |
Business and Products Informati
Business and Products Information | 3 Months Ended |
Mar. 31, 2023 | |
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 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. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 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 |
Use of Estimates | Use of Estimates Preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Estimates are used in accounting for, among other things, distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies, and deferred tax assets and potential income tax assessments. Actual results could differ from these estimates, and the effect of any change could be material to our financial statements. Changes in these estimates are recorded when known. |
Recently Adopted Accounting Pronouncements | 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 | Change in Accounting PrincipleDuring 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. |
Restructuring Activities (Table
Restructuring Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of accrual and payment activity | 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 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | 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 |
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 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of 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 |
Schedule of 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 |
Schedule of 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 |
Schedule of Changes in the Carrying Amount of Goodwill | 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” |
Schedule of Intangible Assets Subject to Amortization | Intangible assets subject to amortization consist of the following (in millions): March 31, 2023 December 31, 2022 Gross Accumulated Net Carrying Amount Gross Accumulated 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 |
Schedule of Estimated Amortization Expense | 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 |
Schedule of 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 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”. |
Schedule of 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 |
Fair Value Information (Tables)
Fair Value Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated 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 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Balances | 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 |
Schedule of Maturities of Long-Term Debt | 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 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Currency Defined Benefit Accumulated 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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 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 |
Earnings Per Share ("EPS") (Tab
Earnings Per Share ("EPS") (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 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 |
Business and Products Informa_2
Business and Products Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales by Product Category | 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 |
Schedule of 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 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”. |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Jan. 31, 2023 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Term of restructuring initiative | 3 years | |
Program Management Consulting And Employee Retention Expenses And Employee Severance And Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs incurred | $ 8.9 | |
Minimum | Transformation Process | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs expected to incur | $ 20 | |
Minimum | Program Management Consulting And Employee Retention | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs expected to incur | 9 | |
Minimum | Manufacturing And Supply Chain Improvements | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs expected to incur | 8 | |
Minimum | Organizational Design Alignment And Other Related Activities | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs expected to incur | 6 | |
Maximum | Transformation Process | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs expected to incur | 25 | |
Maximum | Program Management Consulting And Employee Retention | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs expected to incur | 12 | |
Maximum | Manufacturing And Supply Chain Improvements | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs expected to incur | $ 11 | |
Maximum | Organizational Design Alignment And Other Related Activities | ||
Restructuring Cost and Reserve [Line Items] | ||
Costs expected to incur | $ 8 |
Restructuring Activities - Accr
Restructuring Activities - Accrual and Payment Activity (Details) - Multi-Year Restructuring Plan, initial phase - Employee severance and benefits $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Restructuring and transformation costs, excluding non-cash charges | 8.9 |
Payments and adjustments, net | (6.5) |
Ending balance | $ 2.4 |
Business Acquisition - Narrativ
Business Acquisition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Jan. 20, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Revolving credit facility proceeds | $ 0 | $ 20 | ||
Decrease in indemnification liabiltiies | (0.1) | |||
Decrease in deferred tax liability | 0.4 | |||
Decrease in accounts receivables | (2.1) | |||
Decrease in goodwill | 1.8 | |||
Other intangible assets | 244.7 | $ 251 | ||
Senior loans | ||||
Business Acquisition [Line Items] | ||||
Revolving credit facility proceeds | $ 125 | |||
OrthogenRx, Inc | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, gross | 130 | |||
Future estimated payments | 30 | |||
Consideration transferred | $ 10.6 | |||
Pro forma revenue | 14.7 | |||
Business acquisition, transaction costs | 1.5 | $ 1 | ||
OrthogenRx, Inc | Customer relationship and distribution rights | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | 126 | |||
OrthogenRx, Inc | Noncompete agreements | ||||
Business Acquisition [Line Items] | ||||
Other intangible assets | $ 8.3 |
Business Acquisition - Purchase
Business Acquisition - Purchase Price Allocation (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 20, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 821.5 | $ 819.4 | |
OrthogenRx, Inc | |||
Business Acquisition [Line Items] | |||
Accounts receivable, net | $ 11.6 | ||
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) | (5.7) | ||
Deferred tax liability | (22.1) | ||
Identifiable intangible assets | 135.6 | ||
Goodwill | 21.1 | ||
Total | $ 116.1 |
Business Acquisition - Identifi
Business Acquisition - Identifiable Intangible Assets (Details) - OrthogenRx, Inc $ in Millions | Jan. 20, 2022 USD ($) |
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 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Accounts Receivable (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Accounts receivable | $ 137.4 | $ 162.1 | |
Income tax receivable | 11.7 | 12.2 | |
Accounts receivable, net | 142.7 | 167.9 | |
Provision (reversal) for doubtful accounts | 0.2 | $ 0.3 | |
Doubtful accounts | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Allowances and doubtful accounts | (6.1) | (6.1) | |
Sales discounts | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Allowances and doubtful accounts | $ (0.3) | $ (0.3) |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Inventories (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Inventory, Net | |||
Raw materials | $ 57 | $ 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 | $ 190.3 | |
Inventory obsolescence | 2 | $ 4.4 | |
Halyard-branded Products | |||
Inventory, Net | |||
Inventory valuation reserves | $ 1.6 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 325.4 | $ 318.9 | |
Less accumulated depreciation | (161.9) | (155) | |
Total | 163.5 | 163.9 | |
Depreciation expense | 5.8 | $ 5.4 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1.3 | 1.1 | |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 52.5 | 50.8 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 245 | 239.1 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 26.6 | $ 27.9 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Schedule of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 819.4 |
Purchase accounting adjustment | 1.8 |
Currency translation adjustment | 0.3 |
Ending balance | $ 821.5 |
Supplemental Balance Sheet In_7
Supplemental Balance Sheet Information - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 558.9 | $ 558.9 | |
Accumulated Amortization | (314.2) | (307.9) | |
Net Carrying Amount | 244.7 | 251 | |
Amortization expense for intangible assets | 6.3 | $ 5.7 | |
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 92.5 | 92.5 | |
Accumulated Amortization | (67.9) | (67.2) | |
Net Carrying Amount | 24.6 | 25.3 | |
Patents and acquired technologies | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 278.8 | 278.8 | |
Accumulated Amortization | (197.7) | (195.3) | |
Net Carrying Amount | 81.1 | 83.5 | |
Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 187.6 | 187.6 | |
Accumulated Amortization | (48.6) | (45.4) | |
Net Carrying Amount | $ 139 | $ 142.2 |
Supplemental Balance Sheet In_8
Supplemental Balance Sheet Information - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Estimated Amortization Expense | ||
Remainder of 2023 | $ 19 | |
2024 | 25.3 | |
2025 | 24.7 | |
2026 | 24.3 | |
2027 | 24.1 | |
Thereafter | 127.3 | |
Net Carrying Amount | $ 244.7 | $ 251 |
Supplemental Balance Sheet In_9
Supplemental Balance Sheet Information - Accrued Expenses (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
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 |
Supplemental Balance Sheet I_10
Supplemental Balance Sheet Information - Other Long-Term Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation and benefits | $ 5.4 | $ 4.8 |
Other | 10.1 | 18.7 |
Total | $ 15.5 | $ 23.5 |
Fair Value Information (Details
Fair Value Information (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||||
Cash and cash equivalents | $ 95.7 | $ 127.7 | $ 104.3 | $ 118.5 |
Level 1 | Carrying Amount | ||||
Assets | ||||
Cash and cash equivalents | 95.7 | 127.7 | ||
Level 1 | Estimated Fair Value | ||||
Assets | ||||
Cash and cash equivalents | 95.7 | 127.7 | ||
Level 2 | Carrying Amount | Revolving Credit Facility | ||||
Liabilities | ||||
Long-term debt, fair value | 90 | 110 | ||
Level 2 | Carrying Amount | Term Loan Facility | ||||
Liabilities | ||||
Long-term debt, fair value | 120.9 | 122.5 | ||
Level 2 | Estimated Fair Value | Revolving Credit Facility | ||||
Liabilities | ||||
Long-term debt, fair value | 90 | 110 | ||
Level 2 | Estimated Fair Value | Term Loan Facility | ||||
Liabilities | ||||
Long-term debt, fair value | 120.9 | 122.5 | ||
Level 3 | Carrying Amount | ||||
Liabilities | ||||
Contingent consideration related to acquisition | 0 | 9.2 | ||
Level 3 | Estimated Fair Value | ||||
Liabilities | ||||
Contingent consideration related to acquisition | $ 0 | $ 9.2 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total Long-Term Debt, net | $ 211.8 | $ 233.4 |
Unamortized debt issuance costs | (0.9) | (0.9) |
Current portion of long-term debt | (6.2) | (6.2) |
Long-Term Debt | $ 204.7 | 226.3 |
Unsecured debt | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 6.32% | |
Total Long-Term Debt, net | $ 90 | 110 |
Unsecured debt | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Weighted-Average Interest Rate | 6.32% | |
Total Long-Term Debt, net | $ 121.8 | $ 123.4 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Jun. 24, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Current portion of long-term debt | $ 6,200,000 | $ 6,200,000 | ||
Repayment of credit facility | $ 20,000,000 | $ 20,000,000 | ||
First Eight Quarters | ||||
Debt Instrument [Line Items] | ||||
Quarterly installment payments (in percent) | 10% | |||
Subsequent To First Eight Quarters | ||||
Debt Instrument [Line Items] | ||||
Quarterly installment payments (in percent) | 20% | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding | $ 6,200,000 | |||
Unsecured debt | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Repayment of credit facility | 20,000,000 | |||
Unsecured debt | Term Loan Facilities | ||||
Debt Instrument [Line Items] | ||||
Repayment of credit facility | $ 1,600,000 | |||
Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 500,000,000 | |||
Credit Agreement | Fed Funds Effective Rate Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Credit Agreement | One Month Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Credit Agreement | Minimum | Adjusted Term Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Credit Agreement | Minimum | Adjusted Daily Simple Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.50% | |||
Credit Agreement | Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Credit Agreement | Maximum | Adjusted Term Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2% | |||
Credit Agreement | Maximum | Adjusted Daily Simple Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2% | |||
Credit Agreement | Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Term Loan Facility | Senior Secured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, term | 5 years | |||
Face amount of debt | $ 125,000,000 | |||
Effective interest rate (in percent) | 6.50% | |||
Senior Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 375,000,000 | |||
Debt instrument, term | 5 years | |||
Senior Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, commitment fee percentage | 0.20% | |||
Senior Secured Revolving Credit Facility | Line of Credit | Revolving Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, commitment fee percentage | 0.25% | |||
Senior Secured Revolving Credit Facility | Line of Credit | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | $ 75,000,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Remainder of 2023 | $ 4.7 | |
2024 | 7 | |
2025 | 9.4 | |
2026 | 10.2 | |
2027 | 180.5 | |
Total Long-Term Debt, net | $ 211.8 | $ 233.4 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 1,291.2 | |
Other comprehensive income | 4.5 | $ 1.7 |
Ending balance | 1,298.7 | 1,262.8 |
Unrealized Currency Translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (36.1) | |
Other comprehensive income | 4.5 | |
Ending balance | (31.6) | |
Defined Benefit Plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 0.3 | |
Other comprehensive income | 0 | |
Ending balance | 0.3 | |
Accumulated Other Comprehensive Loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (35.8) | (33.8) |
Other comprehensive income | 4.5 | 1.7 |
Ending balance | $ (31.3) | $ (32.1) |
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, 2023 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Unrealized currency translation | $ 4.5 | $ 1.7 |
Change in AOCI | $ 4.5 | $ 1.7 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 4 | $ 3.8 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 0.2 | 0.4 |
Time-based restricted share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 2.9 | 2.6 |
Performance-based restricted share units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 0.8 | 0.7 |
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) $ in Millions | Jul. 06, 2021 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
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, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net (loss) income | $ (0.5) | $ 5.4 |
Weighted Average Shares Outstanding: | ||
Basic weighted average shares outstanding (in shares) | 46.6 | 47.4 |
Dilutive effect of stock options and restricted share unit awards (in shares) | 0.6 | 0.4 |
Diluted weighted average shares outstanding (in shares) | 47.2 | 47.8 |
(Loss) Earnings Per Share | ||
Basic (in dollars per share) | $ (0.01) | $ 0.11 |
Diluted (in dollars per share) | $ (0.01) | $ 0.11 |
Dilutive securities excluded from computation of earnings per share (in shares) | 1.8 |
Business and Products Informa_3
Business and Products Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Business and Products Informa_4
Business and Products Information - Net Sales by Product Category (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | $ 191.7 | $ 197.4 |
Chronic Care: | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 121.2 | 119.4 |
Digestive health | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 88.8 | 81.4 |
Respiratory health | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 32.4 | 38 |
Pain Management: | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 70.5 | 78 |
Acute pain | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | 34.7 | 38.7 |
Interventional pain | ||
Disaggregation of Revenue [Line Items] | ||
Total Net Sales | $ 35.8 | $ 39.3 |
Business and Products Informa_5
Business and Products Information - Schedule Of Accrued Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Segment Reporting [Abstract] | ||
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 | 0.1 | 0.1 |
Total estimated liabilities | $ 18.9 | $ 27 |