Cover Page
Cover Page - shares | 3 Months Ended | |
Dec. 31, 2021 | Mar. 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001872789 | |
Current Fiscal Year End Date | --09-30 | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-41186 | |
Entity Registrant Name | EMBECTA CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-1583942 | |
Entity Address, Address Line One | 1 Becton Drive | |
Entity Address, City or Town | Franklin Lakes | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07417-1880 | |
City Area Code | 201 | |
Local Phone Number | 847-6880 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,000 |
Condensed Combined Statements o
Condensed Combined Statements of Income - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Revenues | $ 289.3 | $ 285.3 | |
Cost of products sold | [1] | 85.4 | 94 |
Gross Profit | 203.9 | 191.3 | |
Operating expenses: | |||
Selling and administrative expense | 62.2 | 53.2 | |
Research and development expense | 16.7 | 14 | |
Other operating expenses | 8.4 | ||
Total Operating Expenses | 87.3 | 67.2 | |
Operating Income | 116.6 | 124.1 | |
Other income, net | 1 | ||
Income Before Income Taxes | 116.6 | 125.1 | |
Income tax provision | 17.8 | 19.8 | |
Net Income | $ 98.8 | $ 105.3 | |
[1] | Includes costs for inventory purchases from related parties of $11.5 million and $9.0 million during the three months ended December 31, 2021 and 2020, respectively. |
Condensed Combined Statements_2
Condensed Combined Statements of Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Related party amounts in cost of sales | $ 11.5 | $ 9 |
Condensed Combined Statements_3
Condensed Combined Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 98.8 | $ 105.3 |
Other Comprehensive Loss | ||
Foreign currency translation adjustments | (8.8) | 0.1 |
Other Comprehensive Loss | (8.8) | 0.1 |
Comprehensive Income | $ 90 | $ 105.4 |
Condensed Combined Balance Shee
Condensed Combined Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 30, 2021 |
Current Assets | ||
Trade receivables, net | $ 118.3 | $ 150.6 |
Materials | 13.3 | 13.1 |
Work in process | 21.2 | 21 |
Finished products | 84.6 | 83.9 |
Total | 119.1 | 118 |
Prepaid expenses and other | 20.9 | 23.2 |
Total Current Assets | 258.3 | 291.8 |
Property, Plant and Equipment, Net | 436.5 | 451 |
Goodwill and Other Intangible Assets | 33.9 | 33.9 |
Other Assets | 11.2 | 11.3 |
Total Assets | 739.9 | 788 |
Current Liabilities | ||
Accounts payable | 58.1 | 54.2 |
Accrued expenses | 73 | 81.6 |
Salaries, wages and related items | 28 | 28.2 |
Total Current Liabilities | 159.1 | 164 |
Deferred Income Taxes and Other Liabilities | 30.3 | 29.7 |
Commitments and Contingencies (Note 5) | 0 | 0 |
Parent's Equity | ||
Net parent investment | 829.8 | 864.8 |
Accumulated other comprehensive loss | (279.3) | (270.5) |
Total Parent's Equity | 550.5 | 594.3 |
Total Liabilities and Parent's Equity | $ 739.9 | $ 788 |
Condensed Combined Statements_4
Condensed Combined Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | ||
Net Income | $ 98.8 | $ 105.3 |
Adjustments to net income to derive net cash provided by operating activities: | ||
Depreciation and amortization | 8.4 | 9.3 |
Impairment of property, plant and equipment | 0 | 10 |
Share-based compensation | 4.6 | 3.8 |
Pension expense | 2.2 | 2.4 |
Change in operating assets and liabilities: | ||
Trade receivables, net | 30.7 | (1.9) |
Inventories | (4.3) | (10.4) |
Prepaid expenses and other | 0.9 | (3.4) |
Accounts payable | 3.9 | (8) |
Accrued expenses | (7.9) | 9 |
Other current liabilities | 1.5 | 5.3 |
Net Cash Provided by Operating Activities | 138.8 | 121.4 |
Investing Activities | ||
Capital expenditures | (4.3) | (11.4) |
Acquisition of intangible assets | 0 | (0.5) |
Net Cash Used for Investing Activities | (4.3) | (11.9) |
Financing Activities | ||
Net transfers to Parent | (134.5) | (109.5) |
Net Cash Used for Financing Activities | (134.5) | (109.5) |
Net Change in Cash and Cash Equivalents | 0 | 0 |
Opening Cash and Cash Equivalents | 0 | 0 |
Closing Cash and Cash Equivalents | $ 0 | $ 0 |
Background and Basis of Present
Background and Basis of Presentation | 3 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Background and Basis of Presentation | Note 1—Background and Basis of Presentation Background On May 6, 2021, Becton, Dickinson and Company (“BD” or “Parent”) announced that its Board of Directors approved a plan to spin off its diabetes care business, comprising syringes, pen needles and other products related to the injection or infusion of insulin and other drugs used in the treatment of diabetes (collectively, the “Company” or “Diabetes Care Business”). Under the plan, BD would transfer certain assets and liabilities associated with the Diabetes Care Business to Embecta Corp. (“Embecta”), a newly formed wholly owned subsidiary of BD incorporated on July 8, 2021, and execute a spin-off pro-rata spin-off. spin-off, spin-off such In connection with the spin-off, spin-off spin-off, The completion of the spin-off spin-off Basis of Presentation The unaudited condensed combined financial statements have been derived from BD’s historical accounting records and were prepared on a standalone basis in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. The assets, liabilities, revenue and expenses of the Company have been reflected in these condensed combined financial statements on a historical cost basis, as included in the consolidated financial statements of BD, using the historical accounting policies applied by BD. Historically, separate financial statements have not been prepared for the Company and it has not operated as a standalone business from BD. The historical results of operations, financial position, and cash flows of the Company presented in these condensed combined financial statements may not be indicative of what they would have been had the Company actually been an independent standalone public company, nor are they necessarily indicative of the Company’s future results of operations, financial position, and cash flows. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The condensed combined financial statements have been prepared in accordance with the instructions to Form 10-Q The provision for income taxes for the three months ended December 31, 2021 and 2020 was calculated by applying an estimated annual effective income tax rate for the full year to ordinary income adjusted by the tax impact of discrete items. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates or assumptions affect reported assets, liabilities, revenues and expenses, including determining the allocation of shared costs and expenses from BD, depreciable and amortizable lives, sales returns and allowances, rebate accruals, inventory reserves and taxes on income as reflected in the condensed combined financial statements. Actual results could differ from these estimates. |
Parent's Equity
Parent's Equity | 3 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Parent's Equity | Note 2 — Parent’s Equity Changes in certain components of Parent’s Equity were as follows: Net Parent Accumulated Total Parent’s In millions Balance, October 1, 2020 $ 833.8 $ (261.6 ) $ 572.2 Net income 105.3 — 105.3 Foreign currency translation — 0.1 0.1 Net transfers to Parent (91.8 ) — (91.8 ) Balance, December 31, 2020 $ 847.3 $ (261.5 ) $ 585.8 Net Parent Accumulated Total Parent’s In millions Balance, October 1, 2021 $ 864.8 $ (270.5 ) $ 594.3 Net income 98.8 — 98.8 Foreign currency translation — (8.8 ) (8.8 ) Net transfers to Parent (133.8 ) — (133.8 ) Balance, December 31, 2021 $ 829.8 $ (279.3 ) $ 550.5 |
Related Party Transactions and
Related Party Transactions and Parent Company Investment | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions And Parent Company Investment [Abstract] | |
Related Party Transactions and Parent Company Investment | Note 3 — Related Party Transactions and Parent Company Investment Corporate and Medical Segment Allocations The Company’s condensed combined financial statements include general corporate expenses of BD and shared segment expenses which were not historically allocated to the Company for certain support functions that are provided on a centralized basis within Parent and not recorded at the business unit level, such as expenses related to finance, human resources, information technology, facilities, and legal, among others (collectively, “General Corporate Expenses”). For purposes of these condensed combined financial statements, the General Corporate Expenses have been allocated to the Company. The General Corporate Expenses are included in the condensed combined statements of income in Cost of products sold Selling and administrative expense Research and development expense Other income, net Net parent investment global and regional revenues, headcount, research and development spend and other drivers. Management believes the assumptions underlying the condensed combined financial statements, including the assumptions regarding allocating General Corporate Expenses from BD, are reasonable. Nevertheless, the condensed combined financial statements may not include all of the actual expenses that would have been incurred and may not reflect the Company’s condensed combined results of operations, financial position and cash flows had it been a standalone public company during the periods presented. Actual costs that would have been incurred if the Company had been a standalone public company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The allocations of General Corporate Expenses are reflected in the condensed combined statements of income as follows: Three months ended December 31, 2021 2020 In millions Cost of products sold $ 1.6 $ 4.7 Selling and administrative expense 24.4 24.4 Research and development expense 1.7 1.2 Other (income) expense, net (1.0 ) (1.6 ) Total General Corporate Expenses $ 26.7 $ 28.7 Purchases from Parent In the ordinary course of business, the Company purchases from BD certain materials for use in production of certain medical products, the terms of which are not at arm’s length. During the three months ended December 31, 2021 and 2020, these related party purchases were $14.4 million and $9.7 million, respectively. Amounts payable to BD for such purchases as of December 31, 2021 and September 30, 2021 were immaterial. Parent Company Investment All significant intercompany transactions between the Company and BD have been included in the condensed combined financial statements and are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the condensed combined statements of cash flows as a financing activity and in the condensed combined balance sheets as Net parent investment The following table summarizes the components of the net transfers to Parent in Net parent investment Three months ended December 31, 2021 2020 In millions Cash pooling and general financing activities (a) $ 170.3 $ 142.7 Corporate and segment allocations, excluding non-cash (25.1 ) (27.1 ) Taxes deemed settled with Parent (10.7 ) (6.1 ) Net transfers to Parent as reflected in the condensed combined 134.5 109.5 Share-based compensation expense (4.6 ) (3.8 ) Pension expense (2.2 ) (2.4 ) Other transfers to (from) Parent, net 6.1 (11.5 ) Net transfers to Parent (Note 2) $ 133.8 $ 91.8 (a) The nature of activities includes financing activities for capital transfers, cash sweeps and other treasury services. As part of this activity, cash balances are swept to BD on a daily basis under the BD Treasury function and the Company receives capital from BD for its cash needs. |
Spin Off Costs
Spin Off Costs | 3 Months Ended |
Dec. 31, 2021 | |
Spin Off Costs Disclosure [Abstract] | |
Spin-Off Costs | Note 4 — Spin-Off In connection with the spin-off stand-up Other operating expenses spin-off The total amount of spin-off costs accrued as of December 31, 2021 and September 30, 2021 was approximately $0.5 million and $1.6 million, respectively. |
Contingencies
Contingencies | 3 Months Ended |
Dec. 31, 2021 | |
Loss Contingency [Abstract] | |
Contingencies | Note 5 — Contingencies The Company regularly monitors and evaluates the status of product liability and other legal matters, and may, from time-to-time, Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment, due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. The Company was not a party to any material legal proceedings at December 31, 2021 or December 31, 2020, nor is it a party to any material legal proceedings as of the date of issuance of these condensed combined financial statements. |
Revenues
Revenues | 3 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 6 — Revenues The Company’s policies for recognizing sales have not changed from those described in the Company’s Registration Statement on Form 10. The Company sells syringes, pen needles and other products used in the treatment of diabetes which are sold to wholesalers and distributors, which in turn sell these products to customers through retail and acute care hospitals, clinics and other institutional channels. End-users Measurement of Revenues Payment terms extended to the Company’s customers are based upon commercially reasonable terms for the markets in which the Company’s products are sold. Because the Company generally expects to receive payment within one year or less from when control of a product is transferred to the customer, the Company does not generally adjust its revenues for the effects of a financing component. The Company’s allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of its trade receivables. Such estimated credit losses are determined based on historical loss experiences, customer specific credit risk, and reasonable and supportable forward-looking information, such as country or regional risks that are not captured in the historical loss information. Amounts are written off against the allowances for doubtful accounts when the Company determines that a customer account is uncollectible. The allowance for doubtful accounts for trade receivables is not material to the Company’s condensed combined financial results. The Company’s gross revenues are subject to a variety of deductions which are recorded in the same period that the underlying revenues are recognized. Such variable consideration includes rebates, sales discounts, and sales returns. Because these deductions represent estimates of the related obligations, judgment is required when determining the impact of these revenue deductions on gross revenues for a reporting period. Rebates provided by the Company are based upon prices determined under the Company’s agreements primarily with its end-user Disaggregation of Revenues Disaggregation of revenue by geographic region is provided within Note 7. Contract Assets and Liabilities The Company does not have contract liabilities. Contract assets consist of the Company’s right to consideration that is conditional upon its future performance pursuant to private label agreements and are presented within Prepaid expenses and other The Company’s contract asset balance was $1.4 million as of both December 31, 2021 and September 30, 2021. |
Segment and Geographical Data
Segment and Geographical Data | 3 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographical Data | Note 7 — Segment and Geographical Data Operating segments are identified as components of an enterprise in which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding assessing business performance and allocating resources and capital. Management has concluded that the Company operates in one segment based upon the information used by the CODM in evaluating the performance of the Company’s business and allocating resources and capital. Disaggregation of Revenues The Company has distribution agreements with regional or national distributors (including wholesalers and medical suppliers) to ensure broad availability of its products as well as a direct sales force in certain countries and regions around the world. In the United States and Canada, the Company utilizes its field-based sales representatives and internal sales teams. In certain markets within Europe, the Company has dedicated sales representatives and in certain regions of the Middle East and Africa, the Company has distribution agreements. In Greater Asia, the Company has distribution agreements and in China, the Company relies on its own commercial team to support sales execution. In Latin America, the Company maintains distribution agreements and direct sales representatives. The Company disaggregates its revenue by geography as management believes this category best depicts how the nature, amount and timing of revenues and cash flows are affected by economic factors. Revenues by geographic region are as follows: Three months ended December 31, 2021 2020 In millions United States $ 150.9 $ 149.5 International (a) 138.4 135.8 Total $ 289.3 $ 285.3 (a) During the three months ended December 31, 2021 and 2020, no individual country outside of the United States generated revenue that represented more than 10.0% of total revenues. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 8 — Share-Based Compensation The following disclosure represents share-based compensation attributable to the Company based on the awards and terms previously granted to Company employees under BD share-based payment plans, and is representative of only those employees who are dedicated to the Company unless otherwise noted. Stock compensation allocated to the Company for BD Corporate and Medical Segment employees who are not dedicated to the Company are included as a component of corporate allocations. The allocation of stock compensation for BD Corporate and Medical Segment employees was $1.6 million for the three months ended December 31, 2021 and 2020. Share-Based Compensation Expense The fair value of share-based payments is recognized as compensation expense. BD estimates forfeitures based on experience at the time of grant and adjusts expense to reflect actual forfeitures. The amounts and location of compensation cost relating to both the Company’s employees and an allocation for BD Corporate employees included in the condensed combined statements of income is as follows: Three months ended December 31, 2021 2020 In millions Cost of products sold $ 1.0 $ 0.9 Selling and administrative expense 2.9 2.2 Research and development expense 0.7 0.7 Total Share-Based Compensation Expense $ 4.6 $ 3.8 Tax benefit associated with share-based compensation costs recognized $ 1.0 $ 0.9 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 9 — Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets consisted of: Three months ended December 31, 2021 2020 In millions Amortized intangible assets Patents – gross $ 21.5 $ 21.2 Less: accumulated amortization (7.2 ) (6.9 ) Patents – net $ 14.3 $ 14.3 Customer Relationships and Other – gross $ 5.4 $ 5.4 Less: accumulated amortization (1.4 ) (1.4 ) Customer Relationships and Other – net $ 4.0 $ 4.0 Total amortized intangible assets $ 18.3 $ 18.3 Goodwill 15.6 15.6 Total Goodwill and Other Intangible Assets $ 33.9 $ 33.9 |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | Note 10 — Financial Instruments and Fair Value Measurements Foreign Currency and Other Risks The Company has foreign currency exposures throughout the various countries in which it operates. Transactional currency exposures that arise from entering into transactions, generally on an intercompany basis, in non-hyperinflationary Net gains or losses relating to the net investment hedges, which are attributable to changes in foreign currencies to U.S. dollar spot exchange rates, are recorded as a component of foreign currency translation adjustments in Other comprehensive loss Accumulated other comprehensive loss Hedges of the transactional foreign exchange exposures resulting primarily from intercompany payables and receivables are undesignated hedges. As such, the gains or losses on these instruments are recognized immediately in income. These gains and losses are largely offset by gains and losses on the underlying hedged items, as well as the hedging costs associated with the derivative instruments. Due to the Company’s participation in BD’s hedging program, the Company records an allocated portion of the impact of these activities. The net amounts recognized in Other income (expense), net Nonrecurring Fair Value Measurements Non-financial In the quarter ended December 31, 2020, the Company recorded impairment charges totaling $10.0 million related to certain construction in progress assets that related to discontinued projects. The impairment charges were recorded to adjust the carrying amount of the assets to the assets’ fair values, which were estimated through a discounted cash flow model that utilized Level 3 inputs. The impairment charges are recognized within Cost of products sold Concentration of Credit Risk On an ongoing basis, the Company’s operations form part of BD’s monitoring of concentrations of credit risk associated with financial institutions with which BD conducts business. Therefore, the Company is exposed to credit loss in the event of nonperformance by such financial institutions. However, this loss is limited to the amounts, if any, by which the obligations of the counterparty to the financial instrument contract exceed the obligations of BD. BD also minimizes exposure to credit risk by dealing with a diversified group of major financial institutions. Substantially all of the Company’s trade receivables are due from public and private entities involved in the healthcare industry. The Company does not normally require collateral from its customers. Two of the Company’s customers represent at least 10.0% of the gross trade receivables balance individually and, in the aggregate, represent approximately 23.0% of the gross trade receivable balance as of December 31, 2021. Two of the Company’s customers represent at least 10.0% of total revenues individually and, in the aggregate, represent approximately 30.1% of total revenues for the quarter ended December 31, 2021. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Note 11 — Property, Plant and Equipment Property, Plant and Equipment, Net consisted of: As of December 31, 2021 As of September 30, 2021 In millions Land $ 3.4 $ 3.6 Buildings 120.1 120.4 Machinery, equipment and fixtures 559.5 570.8 Leasehold improvements 6.5 6.1 Construction in progress 185.0 190.8 874.5 891.7 Less: accumulated depreciation (438.0 ) (440.7 ) Total Property, Plant and Equipment, Net $ 436.5 $ 451.0 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events Management has evaluated subsequent events through March 16, 2022, the date the condensed combined financial statements were available to be issued and determined that no subsequent events have occurred that would require recognition in the condensed combined financial statements or disclosure in the notes to the condensed combined financial statements, except as described below: Spin-Off On February 1, 2022, BD’s Board of Directors approved the spin-off spin-off pro-rata spin-off. tax-free Upon completion of the distribution, Embecta will be an independent, publicly traded company and BD will retain no ownership interest. “When-issued” trading of Embecta common stock will begin on or shortly before the record date of March 22, 2022, under the ticker symbol “EMBCV,” and will continue until the distribution date. “Regular-way” Financing Arrangements In February 2022 and in connection with the spin-off, spin-off spin-off spin-off. In addition, Embecta will enter into a Trade Receivables Factoring Agreement with BD effective at the time of the spin-off. Embecta and BD Agreements In connection with the spin-off, spin-off spin-off, spin-off |
Background and Basis of Prese_2
Background and Basis of Presentation (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Text Block [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed combined financial statements have been derived from BD’s historical accounting records and were prepared on a standalone basis in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the SEC. The assets, liabilities, revenue and expenses of the Company have been reflected in these condensed combined financial statements on a historical cost basis, as included in the consolidated financial statements of BD, using the historical accounting policies applied by BD. Historically, separate financial statements have not been prepared for the Company and it has not operated as a standalone business from BD. The historical results of operations, financial position, and cash flows of the Company presented in these condensed combined financial statements may not be indicative of what they would have been had the Company actually been an independent standalone public company, nor are they necessarily indicative of the Company’s future results of operations, financial position, and cash flows. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The condensed combined financial statements have been prepared in accordance with the instructions to Form 10-Q The provision for income taxes for the three months ended December 31, 2021 and 2020 was calculated by applying an estimated annual effective income tax rate for the full year to ordinary income adjusted by the tax impact of discrete items. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates or assumptions affect reported assets, liabilities, revenues and expenses, including determining the allocation of shared costs and expenses from BD, depreciable and amortizable lives, sales returns and allowances, rebate accruals, inventory reserves and taxes on income as reflected in the condensed combined financial statements. Actual results could differ from these estimates. |
Parent's Equity (Tables)
Parent's Equity (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of parent's equity | Changes in certain components of Parent’s Equity were as follows: Net Parent Accumulated Total Parent’s In millions Balance, October 1, 2020 $ 833.8 $ (261.6 ) $ 572.2 Net income 105.3 — 105.3 Foreign currency translation — 0.1 0.1 Net transfers to Parent (91.8 ) — (91.8 ) Balance, December 31, 2020 $ 847.3 $ (261.5 ) $ 585.8 Net Parent Accumulated Total Parent’s In millions Balance, October 1, 2021 $ 864.8 $ (270.5 ) $ 594.3 Net income 98.8 — 98.8 Foreign currency translation — (8.8 ) (8.8 ) Net transfers to Parent (133.8 ) — (133.8 ) Balance, December 31, 2021 $ 829.8 $ (279.3 ) $ 550.5 |
Related Party Transactions an_2
Related Party Transactions and Parent Company Investment (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions And Parent Company Investment [Abstract] | |
Summary of allocation of general corporate expenses of related parties | The allocations of General Corporate Expenses are reflected in the condensed combined statements of income as follows: Three months ended December 31, 2021 2020 In millions Cost of products sold $ 1.6 $ 4.7 Selling and administrative expense 24.4 24.4 Research and development expense 1.7 1.2 Other (income) expense, net (1.0 ) (1.6 ) Total General Corporate Expenses $ 26.7 $ 28.7 |
Summary of components of net transfers to parent in net parent investment | The following table summarizes the components of the net transfers to Parent in Net parent investment Three months ended December 31, 2021 2020 In millions Cash pooling and general financing activities (a) $ 170.3 $ 142.7 Corporate and segment allocations, excluding non-cash (25.1 ) (27.1 ) Taxes deemed settled with Parent (10.7 ) (6.1 ) Net transfers to Parent as reflected in the condensed combined 134.5 109.5 Share-based compensation expense (4.6 ) (3.8 ) Pension expense (2.2 ) (2.4 ) Other transfers to (from) Parent, net 6.1 (11.5 ) Net transfers to Parent (Note 2) $ 133.8 $ 91.8 (a) The nature of activities includes financing activities for capital transfers, cash sweeps and other treasury services. As part of this activity, cash balances are swept to BD on a daily basis under the BD Treasury function and the Company receives capital from BD for its cash needs. |
Segment and Geographical Data (
Segment and Geographical Data (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary Of Revenues By Geographical Region | Revenues by geographic region are as follows: Three months ended December 31, 2021 2020 In millions United States $ 150.9 $ 149.5 International (a) 138.4 135.8 Total $ 289.3 $ 285.3 (a) During the three months ended December 31, 2021 and 2020, no individual country outside of the United States generated revenue that represented more than 10.0% of total revenues. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of company's compensation cost allocated to employees | The amounts and location of compensation cost relating to both the Company’s employees and an allocation for BD Corporate employees included in the condensed combined statements of income is as follows: Three months ended December 31, 2021 2020 In millions Cost of products sold $ 1.0 $ 0.9 Selling and administrative expense 2.9 2.2 Research and development expense 0.7 0.7 Total Share-Based Compensation Expense $ 4.6 $ 3.8 Tax benefit associated with share-based compensation costs recognized $ 1.0 $ 0.9 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of company's goodwill and other intangible assets | Goodwill and Other Intangible Assets consisted of: Three months ended December 31, 2021 2020 In millions Amortized intangible assets Patents – gross $ 21.5 $ 21.2 Less: accumulated amortization (7.2 ) (6.9 ) Patents – net $ 14.3 $ 14.3 Customer Relationships and Other – gross $ 5.4 $ 5.4 Less: accumulated amortization (1.4 ) (1.4 ) Customer Relationships and Other – net $ 4.0 $ 4.0 Total amortized intangible assets $ 18.3 $ 18.3 Goodwill 15.6 15.6 Total Goodwill and Other Intangible Assets $ 33.9 $ 33.9 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of company's property, plant and equipment net | Property, Plant and Equipment, Net consisted of: As of December 31, 2021 As of September 30, 2021 In millions Land $ 3.4 $ 3.6 Buildings 120.1 120.4 Machinery, equipment and fixtures 559.5 570.8 Leasehold improvements 6.5 6.1 Construction in progress 185.0 190.8 874.5 891.7 Less: accumulated depreciation (438.0 ) (440.7 ) Total Property, Plant and Equipment, Net $ 436.5 $ 451.0 |
Parent's Equity - Summary of Pa
Parent's Equity - Summary of Parents Equity (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Beginning | $ 594.3 | $ 572.2 |
Net Income | 98.8 | 105.3 |
Foreign currency translation | (8.8) | 0.1 |
Net transfers to Parent | (133.8) | (91.8) |
Ending | 550.5 | 585.8 |
Net Parent Investment [Member] | ||
Beginning | 864.8 | 833.8 |
Net Income | 98.8 | 105.3 |
Foreign currency translation | 0 | 0 |
Net transfers to Parent | (133.8) | (91.8) |
Ending | 829.8 | 847.3 |
AOCI Attributable to Parent [Member] | ||
Beginning | (270.5) | (261.6) |
Net Income | 0 | 0 |
Foreign currency translation | (8.8) | 0.1 |
Net transfers to Parent | 0 | 0 |
Ending | $ (279.3) | $ (261.5) |
Related Party Transactions an_3
Related Party Transactions and Parent Company Investment - Summary of Allocation of General Corporate Expenses of Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
General corporate expenses | $ 26.7 | $ 28.7 |
Cost of products sold | ||
Related Party Transaction [Line Items] | ||
General corporate expenses | 1.6 | 4.7 |
Selling and administrative expense | ||
Related Party Transaction [Line Items] | ||
General corporate expenses | 24.4 | 24.4 |
Research and development expense | ||
Related Party Transaction [Line Items] | ||
General corporate expenses | 1.7 | 1.2 |
Other (income) expense, net | ||
Related Party Transaction [Line Items] | ||
General corporate expenses | $ (1) | $ (1.6) |
Related Party Transactions an_4
Related Party Transactions and Parent Company Investment - Summary of Components of Net Transfers to Parent in Net Parent Investment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Related Party Transactions And Parent Company Investment [Abstract] | |||
Cash pooling and general financing activities | [1] | $ 170.3 | $ 142.7 |
Corporate and segment allocations, excluding non-cash share-based compensation | (25.1) | (27.1) | |
Taxes deemed settled with Parent | (10.7) | (6.1) | |
Net transfers to Parent as reflected in the condensed combined statements of cash flows | 134.5 | 109.5 | |
Share-based compensation expense | (4.6) | (3.8) | |
Pension expense | (2.2) | (2.4) | |
Other transfers to (from) Parent, net | 6.1 | (11.5) | |
Net transfers to Parent (Note 2) | $ 133.8 | $ 91.8 | |
[1] | The nature of activities includes financing activities for capital transfers, cash sweeps and other treasury services. As part of this activity, cash balances are swept to BD on a daily basis under the BD Treasury function and the Company receives capital from BD for its cash needs. |
Related Party Transactions an_5
Related Party Transactions and Parent Company Investment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Board of Directors Chairman [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, purchase from related party | $ 14.4 | $ 9.7 |
Spin Off Costs - Additional Inf
Spin Off Costs - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Spin Off Costs Disclosure [Abstract] | |||
Standup costs | $ 8.4 | $ 0 | |
Accrued spin off costs | $ 0.5 | $ 1.6 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Customer rebate liability | $ 76.9 | $ 71.7 | |
Reduction in rebate liability | 76.4 | $ 72.1 | |
Contract with customer asset balances | $ 1.4 | $ 1.4 |
Segment and Geographical Data -
Segment and Geographical Data - Summary Of Revenues By Geographical Region (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | |||
Revenues | $ 289.3 | $ 285.3 | |
US | |||
Segment Reporting Information [Line Items] | |||
Revenues | 150.9 | 149.5 | |
Non-US [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | [1] | $ 138.4 | $ 135.8 |
[1] | During the three months ended December 31, 2021 and 2020, no individual country outside of the United States generated revenue that represented more than 10.0% of total revenues. |
Segment and Geographical Data_2
Segment and Geographical Data - Summary Of Revenues By Geographical Region (Parenthetical) (Details) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | Minimum [Member] | ||
Concentration risk percentage | 10.00% | 10.00% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of company's compensation cost allocated to employees (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 4.6 | $ 3.8 |
Tax benefit associated with share-based compensation costs recognized | 1 | 0.9 |
Cost of Sales [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | 1 | 0.9 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | 2.9 | 2.2 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 0.7 | $ 0.7 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share based compensation expense | $ 4.6 | $ 3.8 |
BD Corporate And Medical Segment Employees [Member] | ||
Share based compensation expense | $ 1.6 | $ 1.6 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of company's goodwill and other intangible assets (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortized intangible assets | $ 18.3 | $ 18.3 | |
Goodwill | 15.6 | 15.6 | |
Total Goodwill and Other Intangible Assets | 33.9 | $ 33.9 | 33.9 |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 21.5 | 21.2 | |
Less: accumulated amortization | (7.2) | (6.9) | |
Finite-Lived Intangible Assets, Net | 14.3 | 14.3 | |
Customer Relationship And Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 5.4 | 5.4 | |
Less: accumulated amortization | (1.4) | (1.4) | |
Finite-Lived Intangible Assets, Net | $ 4 | $ 4 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Impairment charges | $ 0 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer one [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Concentration Risk, Percentage | 23.00% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer one [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Concentration Risk, Percentage | 30.10% | |
Construction in Progress [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Impairment charges | $ 10 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of company's property, plant and equipment net (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 874.5 | $ 891.7 | |
Less: accumulated depreciation | (438) | (440.7) | |
Total Property, Plant and Equipment, Net | 436.5 | $ 451 | 451 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3.4 | 3.6 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 120.1 | 120.4 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 559.5 | 570.8 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 6.5 | 6.1 | |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 185 | $ 190.8 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ in Millions | Apr. 01, 2022 | Feb. 28, 2022 |
Subsequent Event [Line Items] | ||
Cash | $ 160 | |
Factoring Agreement [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Subsequent Event [Line Items] | ||
Concentration risk percentage | 0.10% | |
SOFR Rate [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument interest rate | 0.50% | |
Line of credit | $ 1,150 | |
Seven Year Term Loan Credit Facility [Member] | ||
Subsequent Event [Line Items] | ||
Line of credit | 1,150 | |
Five Year Revolving Credit Facility [Member] | ||
Subsequent Event [Line Items] | ||
Line of credit | 500 | |
Senior Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt face amount | $ 500 | |
Debt instrument interest rate | 5.00% | |
Proceeds from issuance of senior secured debt | $ 1,440 |