NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Accounting Policies
Avanos Medical, Inc. is a medical technology company focused on delivering clinically superior breakthrough medical device solutions to improve patients’ quality of life. Headquartered in Alpharetta, Georgia, Avanos is committed to addressing some of today’s most important healthcare needs, such as reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market clinically superior solutions in more than 90 countries. References to “Avanos,” “Company,” “we,” “our” and “us” refer to Avanos Medical, Inc. and its consolidated subsidiaries.
Principles of Consolidation
The consolidated financial statements include our net assets, results of our operations and cash flows. All intercompany transactions and accounts within our consolidated businesses have been eliminated. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates
Preparation of consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting periods. Estimates are used in accounting for, among other things, distributor rebate accruals, future cash flows associated with impairment testing for goodwill and long-lived assets, loss contingencies, and deferred tax assets and potential income tax assessments. Our estimates are subject to uncertainties associated with the ongoing COVID-19 pandemic which has caused volatility and adverse effects in global markets. Actual results could differ from these estimates, and the effect of the change could be material to our financial statements. Changes in these estimates are recorded when known.
Cash Equivalents
Cash equivalents are short-term investments with an original maturity date of three months or less. We maintain cash balances and short-term investments in excess of insurable limits in a diversified group of major banks that are selected and monitored based on ratings by the major rating agencies in accordance with our treasury policy.
Inventories and Distribution Costs
Most U.S. inventories are valued at the lower of cost, using the Last-In, First-Out (“LIFO”) method, or market. The balance of the U.S. and non-U.S. inventories are valued at the lower of cost (determined on the First-In, First-Out (“FIFO”) or weighted-average cost methods) or market. Distribution costs are classified as cost of products sold.
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost and depreciated on the straight-line method. Buildings are depreciated over their estimated useful lives, primarily 40 years. Machinery and equipment are depreciated over their estimated useful lives, primarily ranging from 16 to 20 years. Leasehold improvements are depreciated over the assets’ estimated useful lives, or the remaining lease term, whichever is shorter. Purchases of computer software, including external costs and certain internal costs (including payroll and payroll-related costs of employees) directly associated with developing significant computer software applications for internal use, are capitalized. Computer software costs are amortized on the straight-line method over the estimated useful life of the software, which is generally three to nine years. Depreciation expense is recorded in cost of products sold, research and development and selling and general expenses.
Estimated useful lives are periodically reviewed, and when warranted, changes are made to them. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss would be indicated when estimated undiscounted future cash flows from the use and eventual disposition of an asset group, which are identifiable and largely independent of the cash flows of other asset groups, are less than the carrying amount of the asset group. Measurement of an impairment loss would be based on the excess of the carrying amount of the asset group over its fair value. Fair value is measured using discounted cash flows or independent appraisals, as appropriate. When property is sold or retired, the cost of the property and the related accumulated depreciation are removed from the consolidated balance sheet and any gain or loss on the transaction is included in income.
Goodwill and Other Intangible Assets
Goodwill is tested for impairment annually and whenever events and circumstances indicate that impairment may have occurred. The evaluation of goodwill involves comparing the current fair value of a reporting unit to its carrying value, including goodwill. We operate as a single operating segment with one reporting unit, and accordingly, our annual goodwill impairment test was based on an evaluation of the fair value of our Company as a whole, using a combination of income and
market capitalization approaches. We completed the required annual goodwill impairment test as of July 1, 2020, and the fair value was substantially in excess of net asset carrying value.
Intangible assets with finite lives are amortized over their estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Estimated useful lives range from 7 to 30 years for trademarks, 7 to 17 years for patents and acquired technologies, and 2 to 16 years for other intangible assets. An impairment loss would be indicated when estimated undiscounted future cash flows from the use of the asset are less than its carrying amount. An impairment loss would be measured as the difference between the fair value (based on discounted future cash flows) and the carrying amount of the asset.
Revenue Recognition and Accounts Receivable
Sales revenue is recognized at the time of product shipment or delivery of our products to unaffiliated customers, depending on shipping terms. Accordingly, control of the products transfers to the customer in accordance with the transaction’s shipping terms. Sales revenue is recognized for the amount of consideration that we expect to be entitled to receive in exchange for our products. Sales are reported net of returns, rebates, incentives, each as described below, and freight allowed. Taxes imposed by governmental authorities on our revenue-producing activities with customers, such as sales taxes and value-added taxes, are excluded from net sales.
We provide medical products to distributors or end-user customers under supply agreements under which customers may place purchase orders for a variety of our products at specified pricing over a specified term, usually three years. While our sales and marketing efforts are directed to hospitals or other healthcare providers, our products are generally sold through third-party distribution channels.
Under our contracts with customers, our performance obligations are normally limited to shipment or delivery of products to a customer upon receipt of a purchase order. We bill our customers, depending on shipping terms, upon shipment or delivery of the products to the customer.
Amounts billed are typically due within 30 days, with a 1% discount allowed for distributors if payments are made within 15 days. We estimate cash discounts based on historical experience and record the cash discounts as an allowance to trade receivables. The differences between estimated and actual cash discounts are normally not material.
We allow for returns with a specified period of time following customers’ receipt of the goods and estimate an allowance to trade receivables for returns based on historical experience. The differences between estimated and actual returns are normally not material.
Our contracts provide for forms of variable consideration including rebates, incentives and pricing tiers, each of which are described below:
Rebates - We provide for rebates on gross sales to distributors for estimated historical differences between list prices and average end-user customer prices. We maintain a liability for the estimated rebates.
Incentives - Incentives include fees paid to group purchasing organizations (“GPOs”) or distributors in conjunction with the sales of our products to end-user customers. We estimate our incentive liability based on historical experience. Differences between estimated and actual incentives are normally not material.
Pricing tiers - In certain of our contracts, pricing is dependent on volumes purchased. Pricing is lower for customers who purchase higher volumes. Customers are placed in a pricing tier based on expected purchase volume, which is developed primarily using the customer’s purchase history. Depending on the customer’s purchases, we may move the customer up or down a tier. Pricing in the new pricing tier is applied to purchase orders prospectively. There are no retrospective adjustments based on movements between pricing tiers.
See Note 4, “Supplemental Balance Sheet Information” for disclosure of our allowances for cash discounts, sales returns and doubtful accounts, and accrued rebates and incentives as of December 31, 2020 and 2019.
As of December 31, 2020, we had one single customer who individually accounted for more than 10% of our consolidated accounts receivable balance, and only one such customer as of December 31, 2019. The provision for doubtful accounts was $1.7 million in the year ended December 31, 2020, but was not material in 2019 or 2018.
Foreign Currency Translation
The income statements of foreign operations are translated into U.S. dollars at rates of exchange in effect each month. The balance sheets of these operations are translated at period-end exchange rates, and the differences from historical exchange rates are reflected as unrealized translation adjustments in other comprehensive income.
Research and Development
Research and development expenses are expensed as incurred. Research and development expenses consist primarily of salaries and related expenses for personnel, product trial costs, outside laboratory and license fees, the costs of laboratory equipment and facilities and asset write-offs for equipment that does not reach success in product manufacturing certifications.
Stock-Based Compensation
We have a stock-based Equity Participation Plan and an Outside Directors’ Compensation Plan that provide for awards of stock options, stock appreciation rights, restricted stock (and in certain limited cases, unrestricted stock), restricted stock units, performance units and cash awards to eligible employees (including officers who are employees), directors, advisors and consultants. Stock-based compensation is initially measured at the fair value of the awards on the grant date and is recognized in the financial statements over the period the employees are required to provide services in exchange for the awards. The fair value of option awards is measured on the grant date using a Black-Scholes option-pricing model. The fair value of time-based and some performance-based restricted share awards is based on the Avanos stock price at the grant date and the assessed probability of meeting future performance targets. For performance-based restricted share units for which vesting is conditioned upon achieving a measure of total shareholder return, fair value is measured using a Monte Carlo simulation. Generally, new shares are issued to satisfy vested restricted stock units and exercises of stock options. See Note 13, “Stock-Based Compensation.”
Income Taxes
We account for income taxes under the asset and liability method of accounting, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Under this method, changes in tax rates and laws are recognized in income in the period such changes are enacted. The provision for federal, state, and foreign income taxes is calculated on income before income taxes based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provision differs from the amounts currently payable because certain items of income and expense are recognized in different reporting periods for financial reporting purposes than for income tax purposes. Recording the provision for income taxes requires management to make significant judgments and estimates for matters whose ultimate resolution may not become known until the final resolution of an examination by the Internal Revenue Service (IRS) or state and foreign agencies. If it is more likely than not that some portion, or all, of a deferred tax asset will not be realized, a valuation allowance is recognized.
Recording liabilities for uncertain tax positions involves judgment in evaluating our tax positions and developing the best estimate of the taxes ultimately expected to be paid. We include any related tax penalties and interest in income tax expense.
As of December 31, 2020, we have accumulated undistributed earnings generated by our foreign subsidiaries of approximately $32.1 million. Certain earnings were previously subject to tax due to the one-time transition tax of the Tax Cuts and Jobs Act of 2017 (the “Act”). Any additional impacts due with respect to the previously-taxed earnings, if repatriated, would generally be limited to foreign withholding tax, U.S. state income tax and the tax effect of certain foreign exchange adjustments. We intend, however, to indefinitely reinvest these earnings and expect future U.S. cash generation to be sufficient to meet U.S. cash needs. At this time, the determination of deferred tax liabilities on the amount of financial reporting over tax basis is not practicable.
Employee Defined Benefit Plans
We recognize the funded status of our defined benefit as an asset or a liability on our balance sheet. Actuarial gains or losses are a component of our other comprehensive income, which is then included in our accumulated other comprehensive income. Pension expenses are recognized over the period in which the employee renders service and becomes eligible to receive benefits. We make assumptions (including the discount rate and expected rate of return on plan assets) in computing the pension expense and obligations.
Recently Adopted Accounting Pronouncements
Effective January 1, 2020, we adopted Accounting Standards Update (“ASU”) No. 2016-13, as amended by ASU 2019-05, Financial Instruments - Credit Losses (Topic 326). This standard addresses expected credit losses on financial instruments, including trade receivables, by replacing the incurred loss method with methodology that reflects expected credit losses that requires consideration of a broader range of information. Historically, our bad debt expense has not been material and our trade receivables are generally short-term in nature. Accordingly, adoption of this standard did not have a material impact on our financial condition, results of operations or cash flows.
Effective January 1, 2020, we adopted ASU No. 2018-15, Intangibles – Goodwill and Other – Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. This ASU is intended to reduce complexity by aligning the requirements for capitalizing implementation costs
incurred in cloud-based arrangements with the requirements for capitalization of costs incurred to develop internal-use software. Any implementation costs in cloud-based arrangements would then be amortized over the term of the service contract. Adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows.
Effective January 1, 2020, we adopted ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU removes certain disclosure requirements regarding the amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of transfers between the levels. The ASU also adds disclosure requirements regarding unrealized gains and losses included in Other Comprehensive Income for recurring Level 3 fair value measurements and regarding the range and weighted average of unobservable inputs used in Level 3 fair value measurements. Adoption of this ASU did not have a material effect on our financial position, results of operations or cash flows.
Recently Issued Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform. This ASU was prompted by the planned cessation of the London Interbank Offer Rate (“LIBOR”), which is the reference rate for many debt agreements, including the credit agreement that governs our revolving credit facility that is described in Note 9, “Debt.” 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 March 12, 2020 through December 31, 2022 and 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. The adoption of this ASU is not expected to have a material effect on our financial position, results of operations or cash flows.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2020, with early adoption permitted. We do not expect adoption of this ASU to have a material effect on our financial position, results of operations or cash flows.
Note 2. Restructuring
Our restructuring expenses for the years ended December 31, 2020, 2019 and 2018 are summarized in the table below:
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Year Ended December 31,
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2020
|
|
2019
|
|
2018
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Post-Divestiture Restructuring Plan
|
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|
|
|
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Organizational Alignment and IT Transformation
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$
|
(0.6)
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|
|
$
|
17.8
|
|
|
$
|
15.7
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Cost Transformation
|
2.8
|
|
|
2.3
|
|
|
—
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|
Total Post-Divestiture Restructuring Plan
|
2.2
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|
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20.1
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|
|
15.7
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Integration and Restructuring of Business Acquisitions
|
0.5
|
|
|
9.1
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|
|
—
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2020 Restructuring
|
27.6
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|
|
—
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|
|
—
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Total Restructuring Costs
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$
|
30.3
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$
|
29.2
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|
|
$
|
15.7
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Post-Divestiture Restructuring Plan
In conjunction with the Divestiture, we began a multi-phase restructuring plan (the “Plan”) intended to align our organizational structure (“Organizational Alignment”), information technology platform (“IT Transformation”) and supply chain and distribution channels (“Cost Transformation”) to be more appropriate for the size and scale of our remaining Medical Devices business. Organizational Alignment and IT Transformation are substantially complete. However, in the year-ended December 31, 2020, employee severance and retention that was previously accrued for Organizational Alignment was partially reversed due to employee attrition. Costs associated with Organizational Alignment and IT Transformation were included in “Cost of products sold” and “Selling and general expenses.”
The Cost Transformation phase was initiated in June 2019, and is intended to optimize the Company’s procurement, manufacturing, and supply chain operations. We expect to incur between $11.0 million and $13.0 million to execute the Cost Transformation phase, primarily consulting and other expenses that will be expensed as incurred. The Company also expects to
spend up to $7.0 million of incremental capital through 2021 in support of the Cost Transformation. The Company expects to complete the Cost Transformation by the end of 2021. Plan-to-date, we have incurred $5.1 million of costs that were expensed as incurred and $2.0 million of costs that were capitalized. Costs associated with Cost Transformation are included in “Cost of products sold.”
Integration of Business Acquisitions
During the third quarter of 2019, we initiated activities to integrate the asset and business acquisitions completed in 2019 and 2018 into our operations, and where appropriate, re-align our organization accordingly. This includes Cool Systems, Inc. (“Game Ready”), which was acquired in 2018 and the 2019 acquisitions described in Note 5, “Business Acquisitions.” Costs incurred were primarily for employee retention, severance and benefits and lease termination costs and are included in “Selling and general expenses.” The integration of our acquisitions were substantially complete as of December 31, 2020.
2020 Restructuring
In the fourth quarter of 2020, we initiated activities to reduce the size of our senior leadership team, consolidate certain operations within our pain management franchise, exit unprofitable lines of business and reduce the size of our office space to align with expected requirements following the COVID-19 pandemic. We expect to incur up to $30.0 million of costs, primarily for costs associated with operating lease right-of-use asset impairments or lease terminations, impairment of intangible and other assets and employee severance and benefits. These expenses are included in in “Cost of products sold,” “Selling and general expenses” and “Other expense, net.” We expect to substantially complete this restructuring by the end of 2021.
Restructuring Liability
We have a liability for costs associated with our restructuring activities, which is summarized below (in millions):
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As of December 31,
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2020
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2019
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Balance, beginning of year
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$
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8.5
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$
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5.7
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Total restructuring costs, excluding non-cash charges
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7.7
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9.8
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Payments and adjustments, net
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(9.0)
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(7.0)
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Balance, end of year
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$
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7.2
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|
|
$
|
8.5
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|
Note 3. Goodwill
We test goodwill for impairment annually (as of July 1) or more frequently whenever events or circumstances more likely than not indicate that the fair value of the reporting unit may be below its carrying amount. We operate as a single operating segment with one reporting unit, and accordingly, our annual goodwill impairment test was based on an evaluation of the fair value of our Company as a whole.
We completed our annual impairment test as of July 1, 2020, and based on a combination of income and market capitalization approaches, we determined that our fair value exceeded the net carrying value of our reporting unit.
The changes in the carrying amount of goodwill are as follows (in millions):
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Balance at December 31, 2018
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$
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783.6
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Goodwill acquired(a)
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18.8
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|
Purchase accounting adjustment(b)
|
(1.9)
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|
Currency translation adjustment
|
0.4
|
|
Balance at December 31, 2019
|
800.9
|
|
Purchase accounting adjustment(a)
|
0.8
|
|
Currency translation adjustment
|
0.8
|
|
Balance at December 31, 2020
|
$
|
802.5
|
|
_____________________________________________
(a)We acquired $18.8 million of goodwill in conjunction with the acquisitions described in Note 5, “Business Acquisitions.” This goodwill was subsequently increased by $0.8 million after the purchase price allocation was finalized in the year ended December 31, 2020.
(b)Goodwill acquired with Cool Systems, Inc. in 2018 was reduced by $1.9 million after the purchase price allocation was finalized in 2019.
Note 4. Supplemental Balance Sheet Information
Accounts Receivable
Accounts receivable consist of the following (in millions):
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As of December 31,
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2020
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|
2019
|
Accounts Receivable
|
$
|
113.2
|
|
|
$
|
155.4
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|
Income tax receivable
|
59.3
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|
|
11.4
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|
Allowances and doubtful accounts
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|
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Doubtful accounts
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(4.4)
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|
(2.7)
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Sales discounts
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(0.2)
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|
|
(0.3)
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|
Accounts receivable, net
|
$
|
167.9
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|
|
$
|
163.8
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|
Additional information regarding the income tax receivable is included in “Income Taxes” in Note 10.
Losses on receivables are estimated based on known troubled accounts and historical experience. Receivables are considered impaired and written off when it is probable that payments due will not be collected. Our provision for doubtful accounts was $1.7 million in the year ended December 31, 2020, but was not material in 2019 or 2018.
Inventories
Inventories at the lower of cost (determined on the LIFO/FIFO or weighted-average cost methods) or market consists of the following (in millions):
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As of December 31,
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2020
|
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2019
|
|
LIFO
|
|
Non-
LIFO
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Total
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|
LIFO
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|
Non-
LIFO
|
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Total
|
Raw Materials
|
$
|
43.9
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|
$
|
3.1
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|
$
|
47.0
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|
|
$
|
46.3
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|
|
$
|
2.9
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|
|
$
|
49.2
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Work in process
|
32.2
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|
|
0.1
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|
|
32.3
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|
|
30.4
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|
|
0.5
|
|
|
30.9
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Finished goods
|
73.5
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|
|
16.9
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|
|
90.4
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|
|
49.5
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|
|
21.7
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|
|
71.2
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Supplies and other
|
—
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|
|
6.7
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|
6.7
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|
—
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|
4.5
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|
4.5
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|
149.6
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|
26.8
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|
176.4
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|
126.2
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|
29.6
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|
|
155.8
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Excess of FIFO or weighted-average cost over LIFO cost
|
(7.5)
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|
—
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(7.5)
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|
(9.9)
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—
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(9.9)
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Total
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$
|
142.1
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|
$
|
26.8
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|
|
$
|
168.9
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|
$
|
116.3
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|
|
$
|
29.6
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|
|
$
|
145.9
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|
We may distribute products bearing the Halyard brand through February 2022 under an agreement we have with Owens & Minor, Inc. Based on our expectations regarding excess raw materials and sales of Halyard-branded products, we have recorded an allowance of $5.7 million as of December 31, 2020. In addition, we also recorded an allowance for excess and obsolete inventory of $3.1 million. The allowance for obsolescence was not material in 2019 or 2018.
Property, Plant and Equipment
Property, plant and equipment consists of the following (in millions):
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As of December 31,
|
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2020
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2019
|
Land
|
$
|
1.1
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|
|
$
|
1.0
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Buildings and leasehold improvements
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46.8
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|
|
48.3
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|
Machinery and equipment
|
218.2
|
|
|
215.0
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Construction in progress
|
23.3
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|
|
18.9
|
|
|
289.4
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|
|
283.2
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Less accumulated depreciation
|
(114.1)
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|
|
(98.7)
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Total
|
$
|
175.3
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|
|
$
|
184.5
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|
Property, plant and equipment includes $0.1 million and $1.8 million of interest that was capitalized in the years ended December 31, 2020 and 2019, respectively. There were $3.4 million and $11.2 million of capital expenditures in accounts payable as of December 31, 2020 and 2019, respectively.
Depreciation expense was $23.5 million, $16.9 million and $13.5 million, respectively, in the years ended December 31, 2020, 2019 and 2018. Depreciation expense in the year ended December 31, 2020 includes depreciation on $59.3 million of capital that was placed in service in late 2019 associated with (i) implementation of a new IT platform and (ii) post-divestiture network separation.
Intangible Assets
Intangible assets subject to amortization consist of the following (in millions):
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|
|
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|
|
As of December 31,
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|
2020
|
|
2019
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
Trademarks
|
|
$
|
90.9
|
|
|
$
|
(61.2)
|
|
|
$
|
29.7
|
|
|
$
|
90.9
|
|
|
$
|
(56.7)
|
|
|
$
|
34.2
|
|
Patents and acquired technologies
|
|
282.0
|
|
|
(177.2)
|
|
|
104.8
|
|
|
281.1
|
|
|
(157.2)
|
|
|
123.9
|
|
Other
|
|
61.4
|
|
|
(38.2)
|
|
|
23.2
|
|
|
61.3
|
|
|
(35.1)
|
|
|
26.2
|
|
Total
|
|
$
|
434.3
|
|
|
$
|
(276.6)
|
|
|
$
|
157.7
|
|
|
$
|
433.3
|
|
|
$
|
(249.0)
|
|
|
$
|
184.3
|
|
Amortization expense for intangible assets was $19.4 million, $20.0 million and $20.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. In conjunction with COVID-19 related restructuring activities described in Note 2, “Restructuring Activities,” we recorded $7.8 million of impairment on certain acquired patents and technologies associated with unprofitable lines of business that we are exiting. The impairment was recorded in “Other expense, net” and is included in “Accumulated Amortization” in the table above.
We estimate amortization expense for the next five years and beyond will be as follows (in millions):
|
|
|
|
|
|
|
|
|
For the years ending December 31,
|
|
|
2021
|
|
$
|
16.5
|
|
2022
|
|
16.1
|
|
2023
|
|
15.2
|
|
2024
|
|
15.1
|
|
2025
|
|
14.6
|
|
Thereafter
|
|
80.2
|
|
Total
|
|
$
|
157.7
|
|
Accrued Expenses
Accrued expenses consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
Accrued rebates
|
$
|
22.5
|
|
|
$
|
51.1
|
|
Accrued salaries and wages
|
36.0
|
|
|
23.6
|
|
Accrued taxes and other
|
2.7
|
|
|
3.2
|
|
Other
|
22.0
|
|
|
36.9
|
|
Total
|
$
|
83.2
|
|
|
$
|
114.8
|
|
Other Long-Term Liabilities
Other long-term liabilities consist of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
Taxes payable
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Accrued compensation benefits
|
5.8
|
|
|
5.4
|
|
Other
|
4.8
|
|
|
5.4
|
|
Total
|
$
|
11.0
|
|
|
$
|
11.2
|
|
Note 5. Business Acquisitions
In the year ended December 31, 2019, we completed the acquisition of substantially all of the assets of Endoclear, LLC and Summit Medical Products, Inc. In addition, we also completed the acquisition of NeoMed, Inc. (collectively, the “Acquisitions”). We accounted for the Acquisitions under the acquisition method of accounting for business combinations. Accordingly, the purchase price paid was allocated to the underlying net assets in proportion to their respective fair values. Any excess of the purchase price over the estimated fair values was recorded as goodwill. The final purchase price allocation for the Acquisitions is shown in the table below (in millions):
|
|
|
|
|
|
|
Purchase Price
|
Current assets acquired net of liabilities assumed
|
$
|
12.2
|
|
Property, plant and equipment
|
2.1
|
|
Identifiable intangible assets
|
36.4
|
|
Other non-current assets (liabilities), net
|
0.3
|
|
Deferred tax liabilities
|
(3.5)
|
|
Goodwill
|
19.3
|
|
Total
|
$
|
66.8
|
|
The identifiable intangible assets include the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible
Assets
|
|
Weighted Average
Useful Lives (Yrs)
|
Trademarks
|
$
|
7.7
|
|
|
20
|
Patents and acquired technologies
|
21.8
|
|
|
15
|
Other
|
6.9
|
|
|
13
|
Total
|
$
|
36.4
|
|
|
|
The following unaudited pro forma financial information is presented in the table below for the years ended December 31, 2019 and 2018 as if the acquisitions had occurred on January 1 in the year preceding the respective acquisitions (in millions, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2019 (Unaudited)
|
|
2018 (Unaudited)
|
Net sales
|
$
|
734.1
|
|
|
$
|
698.3
|
|
|
|
|
|
Net (loss) income
|
(47.2)
|
|
|
54.9
|
|
|
|
|
|
Earnings per share:
|
|
|
|
Basic
|
$
|
(0.99)
|
|
|
$
|
1.16
|
|
Diluted
|
(0.99)
|
|
|
1.16
|
|
The pro forma financial information has been adjusted to include the effects of the acquisitions, including acquisition-related costs, amortization of acquired intangibles and related tax effects. The pro-forma financial information is not necessarily indicative of the results of operations that would have been achieved.
Note 6. Leases
Our lease obligations relate primarily to our principal executive offices along with various manufacturing, warehouse and distribution facilities located throughout the world. For leases with terms greater than twelve months, we record an ROU asset and corresponding lease obligation. As of December 31, 2020, all our leasing arrangements were operating leases. Many of our leases include escalating rent payments, renewal options and termination options, which are considered in our determination of straight-line rent expense when appropriate. Many of our leases also include additional amounts for common area maintenance and taxes. We have elected not to separate lease and non-lease components in the determination of straight-line rent expense. For a majority of our leases, an implicit lease rate is not available. Accordingly, we use a rate that approximates our incremental secured borrowing rate.
The table below summarizes information related to ROU assets and lease liabilities that are included in the accompanying consolidated balance sheet (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
Assets
|
|
|
|
Operating lease right-of-use assets
|
$
|
48.3
|
|
|
$
|
64.0
|
|
|
|
|
|
Liabilities
|
|
|
|
Current portion of operating lease liabilities
|
15.5
|
|
|
14.7
|
|
Operating lease liabilities
|
53.3
|
|
|
62.6
|
|
Total Operating Lease Liabilities
|
$
|
68.8
|
|
|
$
|
77.3
|
|
|
|
|
|
Weighted average remaining lease term
|
6.5 years
|
|
7.3 years
|
Weighted average discount rate
|
4.3
|
%
|
|
4.5
|
%
|
The table below summarizes costs and cash flows arising from our lease arrangements for the year ended December 31, 2020 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
Operating lease cost
|
$
|
22.6
|
|
|
$
|
12.8
|
|
Short-term lease cost
|
1.1
|
|
|
2.7
|
|
Variable lease cost
|
0.9
|
|
|
2.0
|
|
Total lease cost
|
$
|
24.6
|
|
|
$
|
17.5
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
16.7
|
|
|
$
|
16.9
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
4.3
|
|
|
$
|
19.7
|
|
The future minimum obligations under operating leases having non-cancelable terms in excess of one year for the next five years and beyond will be (in millions):
|
|
|
|
|
|
|
|
|
For the years ending
December 31,
|
|
Amount
|
2021
|
|
$
|
15.8
|
|
2022
|
|
15.0
|
|
2023
|
|
11.9
|
|
2024
|
|
8.3
|
|
2025
|
|
7.3
|
|
Thereafter
|
|
21.2
|
|
Future minimum obligations
|
|
$
|
79.5
|
|
ROU Asset Impairment
In the year ended December 31, 2020, in conjunction with integration of recently acquired businesses and 2020 restructuring activities described earlier in Note 2, “Restructuring Activities,” we made efforts to exit certain properties and reduce our office space to align with expected requirements following the COVID-19 pandemic. Accordingly, we recorded $9.6 million of impairment on our ROU assets. The impairment was calculated as either (i) the excess of the ROU asset over the net present value of future sublease rentals to be received for those properties for which we have a sublease agreement, (ii) the excess of the ROU asset over the net present value of estimated future sublease rentals to be received using assumptions regarding market rent rates and timing or (iii) the entire remaining ROU asset for properties where no sublease arrangement was pursued.
Sublease Arrangements
In the year ended December 31, 2020, we entered into sublease arrangements for certain facilities that we vacated during the year. All of the sublease arrangements are accounted for as operating leases, have terms that align with the remaining terms on our original lease agreements and contain escalating rent provisions. In the year ended December 31, 2020, we recorded $0.1 million of rental income, which is included in “Other expense, net.” We expect to receive an aggregate of $1.3 million in rental payments over the the next three years.
Note 7. Discontinued Operations
On April 30, 2018, we closed the sale of our Surgical and Infection Prevention (“S&IP”) business pursuant to an Amended and Restated Purchase Agreement dated April 30, 2018 (the “Divestiture”). Accordingly, the results of operations from our former S&IP business are reported in the accompanying consolidated income statements as “Income from Discontinued Operations, net of tax” in the year ended December 31, 2018. The remaining business is managed with one operating segment, the Medical Devices business.
Financial results and cash flow information from our discontinued operations that are presented in the following tables represents activity from January 1, 2018 until the Divestiture closed on April 30, 2018.
The following table summarizes the financial results of our discontinued operations for the year ended December 31, 2018 (in millions):
|
|
|
|
|
|
|
Year Ended
|
|
December 31, 2018
|
Net Sales
|
$
|
351.1
|
|
Cost of products sold
|
260.3
|
|
Research and development
|
1.1
|
|
Selling, general and other expenses
|
38.1
|
|
Gain on Divestiture
|
(89.9)
|
|
Other expense (income), net
|
0.4
|
|
Income from discontinued operations before income taxes
|
141.1
|
|
Tax provision from discontinued operations
|
(75.1)
|
|
Income from discontinued operations, net of tax
|
$
|
66.0
|
|
In accordance with GAAP, only expenses specifically identifiable and related to a business to be disposed may be allocated to discontinued operations. Accordingly, certain expenses that were historically presented as a component of the S&IP were kept in continuing operations. These expenses, on a pre-tax basis, were $37.0 million in the year ended December 31, 2018.
The following table provides operating and investing cash flow information for our discontinued operations (in millions):
|
|
|
|
|
|
|
Year Ended
|
|
December 31, 2018
|
Operating Activities:
|
|
Depreciation and amortization
|
$
|
—
|
|
Stock-based compensation expense
|
(1.5)
|
|
Investing Activities:
|
|
Capital expenditures
|
2.9
|
|
Note 8. 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
Hierarchy
Level
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
1
|
|
$
|
111.5
|
|
|
$
|
111.5
|
|
|
$
|
205.3
|
|
|
$
|
205.3
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
Senior unsecured notes
|
1
|
|
—
|
|
|
—
|
|
|
248.1
|
|
|
254.5
|
|
Revolving credit facility
|
2
|
|
180.0
|
|
|
180.0
|
|
|
—
|
|
|
—
|
|
Cash equivalents are recorded at cost, which approximates fair value due to their short-term nature.
The fair value of our senior unsecured notes was determined using observable market prices based on trading activity on a primary exchange. The fair value of amounts borrowed under our Revolving Credit Facility approximates carrying value because borrowings are subject to a variable rate as described in “Debt” in Note 9. For the years ended December 31, 2020 and 2019, there were no transfers among Level 1, 2 or 3 fair value determinations. Transfers between levels occur when there are changes in the observability of inputs. Changes between levels are assumed to occur at the beginning of the year.
Note 9. Debt
As of December 31, 2020 and 2019, our debt balances were as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
Average
Interest Rate
|
|
Maturities
|
|
As of December 31,
|
|
2020
|
|
2019
|
Senior Unsecured Notes
|
6.25%
|
|
2022
|
|
—
|
|
|
249.8
|
|
Revolving Credit Facility
|
1.65%
|
|
2023
|
|
180.0
|
|
|
—
|
|
Unamortized Debt Discounts and Issuance Costs
|
|
|
|
|
—
|
|
|
(1.7)
|
|
Total Debt, net
|
|
$
|
180.0
|
|
|
$
|
248.1
|
|
Senior Unsecured Notes
The Senior Unsecured Notes (“Notes”) were to mature on October 15, 2022. On October 15, 2020, we redeemed the Notes pursuant to a provision for early redemption without paying a premium at any time on or after October 15, 2020. The redemption resulted in an early-extinguishment loss of $1.3 million related to unamortized debt discounts and issuance costs, which was charged to interest expense on the redemption date. The Notes were redeemed using $69.8 million of cash and $180.0 million drawn from our Revolving Credit Facility.
Revolving Credit Facility
We have a senior secured revolving credit facility (“Revolving Credit Facility”) that matures on October 30, 2023 which allows for borrowings up to $250.0 million, with a letter of credit sub-facility in an amount of $75.0 million and a swingline sub-facility in an amount of $25.0 million.
Borrowings under the Revolving Credit Facility bear interest, at our option, at either (i) a reserve-adjusted LIBOR rate, plus a margin ranging between 1.50% to 2.25% per annum, depending on our consolidated total leverage ratio, or (ii) the base rate plus a margin ranging between 0.50% to 1.25% per annum, depending on our consolidated total leverage ratio. The unused portion of our Revolving Credit Facility will be subject to a commitment fee equal to (i) 0.25% per annum, when our consolidated total leverage ratio is less than 2.25 to 1.00 and (ii) 0.375% per annum, otherwise.
To the extent we remain in compliance with certain financial covenants in our credit agreement, we have the ability to access our Revolving Credit Facility. As of December 31, 2020, we had $180.0 million outstanding and letters of credit of $1.3 million issued under the Revolving Credit Facility.
Debt Covenants
The Revolving Credit Facility is subject to covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to:
•incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of our restricted subsidiaries, preferred stock;
•pay dividends on, repurchase or make distributions in respect of our capital stock;
•make certain investments or acquisitions;
•sell, transfer or otherwise convey certain assets;
•create liens;
•enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers;
•consolidate, merge, sell or otherwise dispose of all or substantially all of our and our subsidiaries’ assets;
•enter into transactions with affiliates; and
•prepay certain kinds of indebtedness.
Pursuant to the restrictive covenants that limit our ability to pay dividends, we have the ability to pay dividends, repurchase stock and make investments up to an “Available Amount,” as defined in the credit agreement governing the Senior Credit Facilities, provided that we are in compliance with all required covenants, there are no events of default and upon meeting certain financial ratios.
As of December 31, 2020, we were in compliance with all of our debt covenants. As of December 31, 2020, our repayment requirements in the next five years includes any balance remaining on our Revolving Credit Facility, which is due on October 30, 2023.
Note 10. Income Taxes
Our income taxes are calculated using the asset and liability method of accounting, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.
The provision for income taxes includes federal, state and foreign taxes currently payable and those deferred because of net operating losses and temporary differences between the consolidated financial statements and tax bases of assets and liabilities.
The components of (loss) income before income taxes, and the provision (benefit) for income taxes are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Loss before income taxes
|
|
|
|
|
|
United States
|
$
|
(50.8)
|
|
|
$
|
(61.8)
|
|
|
$
|
(20.7)
|
|
Foreign
|
(9.7)
|
|
|
(2.2)
|
|
|
2.6
|
|
Total
|
(60.5)
|
|
|
(64.0)
|
|
|
(18.1)
|
|
Income tax provision (benefit):
|
|
|
|
|
|
Current:
|
|
|
|
|
|
United States
|
(47.0)
|
|
|
(3.6)
|
|
|
(13.6)
|
|
State
|
0.4
|
|
|
(0.3)
|
|
|
(0.5)
|
|
Foreign
|
1.7
|
|
|
0.8
|
|
|
0.8
|
|
Total
|
(44.9)
|
|
|
(3.1)
|
|
|
(13.3)
|
|
Deferred:
|
|
|
|
|
|
United States
|
13.4
|
|
|
(11.6)
|
|
|
0.7
|
|
State
|
(1.9)
|
|
|
(3.2)
|
|
|
3.5
|
|
Foreign
|
0.1
|
|
|
(0.2)
|
|
|
(0.5)
|
|
Total
|
11.6
|
|
|
(15.0)
|
|
|
3.7
|
|
Total income tax benefit
|
$
|
(33.3)
|
|
|
$
|
(18.1)
|
|
|
$
|
(9.6)
|
|
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020. The CARES Act allows for the carryback of U.S. net operating losses, which were expected to be used in future years, to prior years resulting in a $25.1 million benefit that was recognized in the year ended December 31, 2020.
On December 22, 2017, new federal tax reform, the Tax Cuts and Jobs Act (the “Act”), was enacted in the United States, resulting in significant changes from previous tax law. The new legislation reduced the federal corporate income tax rate to 21% from 35% effective January 1, 2018. In the fourth quarter of 2017, we recorded a provisional estimate of a net $10.0 million benefit related to the Act. The provisional estimate included a $16.0 million benefit related to the re-measurement of certain deferred tax assets and liabilities based on the rates at which they are expected to reverse offset by a $7.0 million one-time transition tax expense on the mandatory deemed repatriation of cumulative foreign earnings of $101 million. We also recorded a $1.0 million benefit related to the treatment of current year cash dividends in relation to the repatriation tax.
On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, we determined the provisional estimates recorded in December 2017 were reasonable estimates through September 30, 2018.
Furthermore, during the fourth quarter of 2018 we recorded discrete tax benefits of $3.9 million related to new guidance issued during 2018 and certain tax planning actions taken in anticipation of the Act. As of December 31, 2018, our accounting for the Act was complete.
The Act subjects a U.S. shareholder to tax on Global Intangible Low Tax Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for GILTI, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense.
As of December 31, 2020, we have accumulated undistributed earnings generated by our foreign subsidiaries of approximately $32.1 million. Certain earnings were previously subject to tax due to the one-time transition tax of the Act. Any additional
impacts due with respect to the previously-taxed earnings, if repatriated, would generally be limited to foreign withholding tax, U.S. state income tax and the tax effect of certain foreign exchange adjustments. We intend, however, to indefinitely reinvest these earnings and expect future U.S. cash generation to be sufficient to meet U.S. cash needs. At this time, the determination of deferred tax liabilities on the amount of financial reporting over tax basis is not practicable.
Major differences between the federal statutory rate and the effective tax rate are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
21.0
|
%
|
Rate of state income taxes, net of federal tax benefit
|
2.3
|
|
|
4.5
|
|
|
(2.4)
|
|
Statutory rate other than U.S. statutory rate
|
5.2
|
|
|
(2.0)
|
|
|
(1.4)
|
|
Foreign derived intangible income
|
—
|
|
|
5.5
|
|
|
—
|
|
Foreign tax credit carryback
|
—
|
|
|
1.9
|
|
|
—
|
|
Valuation allowance
|
(9.7)
|
|
|
(1.8)
|
|
|
(10.6)
|
|
Uncertain tax positions
|
—
|
|
|
—
|
|
|
13.8
|
|
Transaction related expenses
|
—
|
|
|
—
|
|
|
(3.9)
|
|
CARES Act
|
41.5
|
|
|
—
|
|
|
—
|
|
GILTI inclusion
|
—
|
|
|
—
|
|
|
(1.6)
|
|
Nondeductible officer’s compensation
|
(2.0)
|
|
|
(1.0)
|
|
|
(2.7)
|
|
U.S. federal research and development credit
|
2.5
|
|
|
3.1
|
|
|
11.4
|
|
Share based compensation windfall tax deduction
|
(2.5)
|
|
|
(0.2)
|
|
|
8.5
|
|
Impacts of U.S. federal tax reform
|
—
|
|
|
—
|
|
|
21.7
|
|
Other, net
|
(3.3)
|
|
|
(2.7)
|
|
|
(0.8)
|
|
Effective tax rate
|
55.0
|
%
|
|
28.3
|
%
|
|
53.0
|
%
|
The following is a summary of the significant components of the Company’s deferred tax assets and liabilities (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
Deferred tax assets
|
|
|
|
Accrued liabilities
|
$
|
13.4
|
|
|
$
|
12.9
|
|
Interest limitation
|
—
|
|
|
2.9
|
|
Stock-based compensation
|
5.9
|
|
|
6.9
|
|
Net Operating Losses
|
20.2
|
|
|
27.5
|
|
Inventories
|
1.6
|
|
|
—
|
|
Foreign Tax Credits
|
17.9
|
|
|
—
|
|
Operating Lease Obligations
|
11.5
|
|
|
12.8
|
|
Other
|
7.5
|
|
|
4.9
|
|
|
78.0
|
|
|
67.9
|
|
Valuation allowance
|
(7.0)
|
|
|
(3.4)
|
|
Total deferred tax assets
|
71.0
|
|
|
64.5
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
Intangibles, net
|
29.6
|
|
|
22.6
|
|
Operating Lease Right of Use Assets
|
6.7
|
|
|
9.4
|
|
Inventories
|
—
|
|
|
4.8
|
|
Property, plant and equipment, net
|
30.1
|
|
|
10.9
|
|
Other
|
0.3
|
|
|
0.7
|
|
Total deferred tax liabilities
|
66.7
|
|
|
48.4
|
|
Net deferred tax assets (liabilities)
|
$
|
4.3
|
|
|
$
|
16.1
|
|
Valuation allowances increased $3.6 million during the year ended December 31, 2020. Valuation allowances at the end of 2020 and 2019 primarily relate to tax credits and income tax loss carryforwards.
Realization of income tax loss carryforwards is dependent on generating sufficient taxable income prior to expiration of these carryforwards. Although realization is not assured, we believe it is more likely than not that all of the deferred tax assets, net of applicable valuation allowances, will be realized. The amount of the deferred tax assets considered realizable could be reduced or increased due to changes in the tax environment or if estimates of future taxable income change during the carryforward period.
At December 31, 2020, we have credit carryforwards for federal income tax purposes of $21.4 million, all of which will expire between 2025 and 2040. We also have net operating loss carryforwards for federal income tax purposes of $37.7 million, of which $28.5 million will expire between 2026 and 2037. The remaining net operating losses are available for carryforward indefinitely.
At December 31, 2020, we have credit carryforwards for state income tax purposes of $1.5 million, of which $0.5 million will expire between 2025 and 2030. We also have net operating loss carryforwards for state income tax purposes of $205.3 million, some of which will expire between 2021 and 2036 and others that will remain available for carryforward indefinitely. We also have certain foreign subsidiaries with net operating loss carryforwards for income tax purposes of $21.8 million, of which $3.2 million will expire in 2029. The remaining net operating losses are available for carryforward indefinitely.
A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
2020
|
|
2019
|
Beginning of year
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Gross increases for tax positions of prior years
|
—
|
|
|
—
|
|
Gross decreases for tax positions of prior years
|
—
|
|
|
—
|
|
Decreases for settlements with taxing authorities
|
—
|
|
|
—
|
|
Decreases for lapse of the applicable statute of limitations
|
—
|
|
|
—
|
|
End of year
|
$
|
0.5
|
|
|
$
|
0.5
|
|
The amount, if recognized, that would affect our effective tax rate as of December 31, 2020 and 2019 is $0.4 million for both years.
We classify interest and penalties on uncertain tax benefits as income tax expense. As of each year ended December 31, 2020 and 2019, before any tax benefits, we had $0.3 million of accrued interest and penalties on unrecognized tax benefits.
During the next twelve months, we do not expect the resolution of any tax audits which could potentially reduce unrecognized tax benefits by a material amount. In addition, an expiration of the statute of limitations for a tax year in which we have recorded uncertain tax benefits will occur in the next twelve months.
Federal and state income tax returns are generally subject to examination for a period of three to five years after filing of the respective returns. The state effect of any changes to filed federal positions remains subject to examination by various states for a period of up to two years after formal notification to the states.
Note 11. Employee Benefit Plans
Defined Contribution Plans
Eligible employees participate in our defined contribution plans. Our 401(k) plan and supplemental plan provide for a matching contribution of a U.S. employee’s contributions and accruals, subject to predetermined limits. Avanos also has defined contribution pension plans for certain employees outside the U.S. in which eligible employees may participate. We recognized $7.9 million, $8.4 million and $7.6 million, respectively, of expense for our matching contributions to the 401(k) plan in the years ended December 31, 2020, 2019 and 2018, respectively. Our matching contributions to the 401(k) plan are recognized in cost of products sold, research and development and selling and general expenses in our consolidated income statements.
Defined Benefit Plans
Certain plans in our international operations are our direct obligation, and therefore, the related funded status has been recorded within our consolidated balance sheet. These plans are primarily unfunded and the aggregated projected benefit obligation was $4.9 million and $4.3 million as of December 31, 2020 and 2019, respectively. Net periodic pension cost for the years ended December 31, 2020, 2019 and 2018 was $0.7 million, $0.5 million and $0.6 million, respectively. Over the next ten years, we expect gross benefit payments to be $1.1 million in total for the years 2021 through 2025, and $3.4 million in total for the years 2026 through 2030.
Note 12. Accumulated Other Comprehensive Income
The changes in the components of Accumulated Other Comprehensive Income (“AOCI”), net of tax, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
Translation
|
|
Cash Flow
Hedges
|
|
Defined Benefit
Pension Plans
|
|
Accumulated Other Comprehensive Income
|
Balance, December 31, 2017
|
$
|
(31.6)
|
|
|
$
|
0.8
|
|
|
$
|
(0.5)
|
|
|
$
|
(31.3)
|
|
Other comprehensive income
|
(2.7)
|
|
|
(0.7)
|
|
|
1.0
|
|
|
(2.4)
|
|
Balance, December 31, 2018
|
(34.3)
|
|
|
0.1
|
|
|
0.5
|
|
|
(33.7)
|
|
Other comprehensive (loss) income
|
2.8
|
|
|
—
|
|
|
(1.1)
|
|
|
1.7
|
|
Balance, December 31, 2019
|
(31.5)
|
|
|
0.1
|
|
|
(0.6)
|
|
|
(32.0)
|
|
Other comprehensive income (loss)
|
3.8
|
|
|
(0.1)
|
|
|
0.2
|
|
|
3.9
|
|
Balance, December 31, 2020
|
$
|
(27.7)
|
|
|
$
|
—
|
|
|
$
|
(0.4)
|
|
|
$
|
(28.1)
|
|
The net changes in the components of AOCI, including the tax effect, are as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Unrealized translation
|
$
|
3.8
|
|
|
$
|
2.8
|
|
|
$
|
(2.7)
|
|
|
|
|
|
|
|
Defined benefit pension plans
|
0.3
|
|
|
(1.4)
|
|
|
1.2
|
|
Tax effect
|
(0.1)
|
|
|
0.3
|
|
|
(0.2)
|
|
Defined benefit pension plans, net of tax
|
0.2
|
|
|
(1.1)
|
|
|
1.0
|
|
|
|
|
|
|
|
Cash flow hedges
|
(0.1)
|
|
|
—
|
|
|
(1.0)
|
|
Tax effect
|
—
|
|
|
—
|
|
|
0.3
|
|
Cash flow hedges, net of tax
|
(0.1)
|
|
|
—
|
|
|
(0.7)
|
|
|
|
|
|
|
|
Change in AOCI
|
$
|
3.9
|
|
|
$
|
1.7
|
|
|
$
|
(2.4)
|
|
Note 13. Stock-Based Compensation
The Avanos Medical, Inc. Equity Participation Plan and the Avanos Medical, Inc. Outside Directors’ Compensation Plan (together, the “Equity Plans”) provide for awards of stock options, stock appreciation rights, restricted stock (and in certain limited cases, unrestricted stock), restricted stock units, performance units and cash awards to eligible employees (including officers who are employees), directors, advisors and consultants of Avanos or its subsidiaries. A maximum of 4.9 million shares of Avanos common stock may be issued under the Equity Plans, and there are 0.9 million shares remaining available for issuance as of December 31, 2020.
The Avanos Medical, Inc. Employee Stock Purchase Plan (“ESPP”) allows for employee contributions to purchase shares of the Company’s common stock at a 15% discount off the closing price at the end of each offering periods. The ESPP is available to all employees meeting eligibility requirements as defined in the ESPP. Offering periods will generally be six month periods ending on June 30 and December 31 of each year. Employees may contribute up to 25% of their compensation, subject to a maximum of $25,000 into the ESPP each year. A maximum of 1 million common shares may be issued under the ESPP, and there are 0.9 million shares remaining available as of December 31, 2020.
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 years ended December 31, 2020, 2019 and 2018 is shown in the table below (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Stock options
|
$
|
2.7
|
|
|
$
|
2.9
|
|
|
$
|
2.6
|
|
Time-based restricted share units
|
6.3
|
|
|
3.7
|
|
|
4.3
|
|
Performance-based restricted share units
|
2.8
|
|
|
3.8
|
|
|
3.6
|
|
Employee stock purchase plan
|
0.3
|
|
|
0.1
|
|
|
—
|
|
Total stock-based compensation
|
$
|
12.1
|
|
|
$
|
10.5
|
|
|
$
|
10.5
|
|
_____________________________________________________________
(1)The expense in the table above for the year ended December 31, 2018 does not include amounts allocated to discontinued operations.See Note 7 for stock-based compensation expense included in discontinued operations in 2018.
Stock Options
Stock options are granted at an exercise price equal to the fair market value of our common stock on the date of grant. Stock options are generally subject to graded vesting whereby options vest 30% at the end of each of the first two 12-month periods following the grant and 40% at the end of the third 12-month period and have a term of 10 years.
The fair value of stock option awards was determined using a Black-Scholes option-pricing model utilizing a range of assumptions related to volatility, risk-free interest rate, expected term and dividend yield. Expected volatility was based on historical weekly closing stock price volatility for a peer group of companies. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The expected term was based on historical observed settlement behavior. The dividend yield was based on the expectation that no dividends are expected to be paid on our common stock.
The weighted-average fair value of options granted in the years ended December 31, 2020, 2019 and 2018 was $9.82, $11.60, and $13.69, respectively, based on the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2020
|
|
2019
|
|
2018
|
Volatility
|
41%
|
|
30%
|
|
26%
|
Risk-free rate
|
0.3%
|
|
2.3%
|
|
2.7%
|
Expected term (Years)
|
4
|
|
4
|
|
4
|
Dividend Yield
|
0%
|
|
0%
|
|
0%
|
A summary of stock option activity is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands)
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
Outstanding at December 31, 2019
|
1,293
|
|
|
$
|
41.70
|
|
|
|
|
|
Granted
|
360
|
|
|
28.88
|
|
|
|
|
|
Exercises
|
(71)
|
|
|
31.69
|
|
|
|
|
|
Forfeitures
|
(109)
|
|
|
39.04
|
|
|
|
|
|
Outstanding at December 31, 2020
|
1,473
|
|
|
$
|
39.24
|
|
|
6.0
|
|
$
|
11.0
|
|
Vested and exercisable at December 31, 2020
|
953
|
|
|
$
|
41.05
|
|
|
4.5
|
|
$
|
5.4
|
|
The following table summarizes information about options outstanding as of December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
Range of
Exercise Prices
|
Shares (in thousands)
|
|
Weighted-Average
Remaining Contractual
Term (Years)
|
|
Shares (in thousands)
|
|
Weighted-Average Exercise Price
|
$25.00
|
to
|
$35.00
|
420
|
|
|
7.9
|
|
110
|
|
|
$
|
30.11
|
|
$35.00
|
to
|
$45.00
|
651
|
|
|
5.5
|
|
509
|
|
|
38.87
|
|
$45.00+
|
402
|
|
|
4.7
|
|
334
|
|
|
47.96
|
|
|
|
|
1,473
|
|
|
6.0
|
|
953
|
|
|
$
|
41.05
|
|
Options with aggregate intrinsic values of $0.7 million, $1.4 million and $11.7 million were exercised in the years ending December 31, 2020, 2019 and 2018, respectively. The tax benefits from exercises were not material in 2020 or 2019. Options exercised in 2018 resulted in an excess tax benefit of $1.8 million. For stock options outstanding at December 31, 2020, we expect to recognize an additional $3.5 million of expense over the remaining average service period of one year.
Restricted Share Units
Restricted shares, time-vested restricted share units and performance-based restricted share units granted to employees and directors are valued at the closing market price of our common stock on the grant date with vesting conditions determined upon approval of the award.
A summary of restricted share unit activity is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands)
|
|
Weighted Average
Fair Value
|
Outstanding at December 31, 2019
|
339
|
|
|
$
|
41.00
|
|
Granted
|
567
|
|
|
32.77
|
|
Vested
|
(99)
|
|
|
39.19
|
|
Forfeited
|
(85)
|
|
|
39.24
|
|
Outstanding at December 31, 2020
|
722
|
|
|
$
|
34.99
|
|
For restricted share units outstanding at December 31, 2020, we expect to recognize an additional $13.5 million of expense over the remaining average service period of two years.
We also issue restricted share units for which vesting is conditioned on meeting a defined measure of total shareholder return (“TSR units”) over a restricted period of three years. Total shareholder return is measured as our stock price performance over the restricted period compared to defined group of peer companies. The expense recognition for TSR units differs from awards with service or performance conditions in that the expense is recognized over the restricted period regardless of whether the total shareholder return target is met or not, while expense for awards with service and performance conditions is recognized based on the number of awards expected to vest. The fair value of TSR units were determined using a Monte Carlo simulation with a volatility assumption based on the average stock-price volatility for a peer group of companies over the restricted period. No TSR units were awarded in the year ended December 31, 2020. The volatility assumption was 29% for awards granted in 2019 and 27% for awards granted in 2018. The weighted average fair value per TSR unit was $52.36 and $69.41 for awards granted in 2019 and 2018, respectively.
A summary of TSR unit activity is presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
(in thousands)
|
|
Weighted Average
Fair Value
|
Outstanding at December 31, 2019
|
367
|
|
|
$
|
52.18
|
|
Granted
|
—
|
|
|
—
|
|
Vested
|
—
|
|
|
—
|
|
Forfeited
|
(194)
|
|
|
45.58
|
|
Outstanding at December 31, 2020
|
173
|
|
|
$
|
59.61
|
|
For TSR units outstanding at December 31, 2020, we expect to recognize an additional $2.4 million of expense over the weighted average remaining restricted period of one year.
Note 14. 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, including the matters described below. Under the terms of the distribution agreement we entered into with Kimberly-Clark Corporation (“Kimberly-Clark”) prior to the spin-off, legal proceedings, claims and other liabilities that are primarily related to our business are our responsibility and we are obligated to indemnify and hold Kimberly-Clark harmless for such matters. As indicated below, with respect to the surgical gown-related matters and related indemnity actions, we have amicably resolved our dispute with Kimberly-Clark on a confidential basis and have agreed to dismiss the litigation between us, and we have no further indemnification or defense obligations to Kimberly-Clark for gown-related matters or indemnity actions, all as previously described in this footnote. Also, as indicated below, with respect to the Bahamas Surgery Center litigation, we have also amicably resolved that dispute on a confidential basis. For the years ended December 31, 2020, we incurred $27.5 million, which includes incremental amounts associated with a $25.0 million payment to resolve the dispute with Kimberly-Clark, as described under “Kimberly-Clark Corporation” below. In the years ended December 31, 2019 and 2018, we incurred $22.5 million and $15.6 million, respectively, related to these matters. Expenses incurred are included in “Other expense, net.”
Surgical Gown Litigation and Related Matters
Bahamas Surgery Center
In the matter styled Bahamas Surgery Center, LLC v. Kimberly-Clark Corporation and Halyard Health, Inc., No. 2:14-cv-08390-DMG-SH (C.D. Cal.) (“Bahamas”), filed on October 29, 2014. The plaintiff brought a putative class action asserting claims for common law fraud (affirmative misrepresentation and fraudulent concealment) and violation of California’s Unfair Competition Law (“UCL”) in connection with our marketing and sale of MicroCool surgical gowns.
On April 7, 2017, a jury returned a verdict for the plaintiff, finding that Kimberly-Clark was liable for $4 million in compensatory damages (not including prejudgment interest) and $350 million in punitive damages, and that Avanos was liable for $0.3 million in compensatory damages (not including prejudgment interest) and $100 million in punitive damages. Subsequently, the court also ruled on the plaintiff’s UCL claim and request for injunctive relief. The court found in favor of the plaintiff on the UCL claim but denied the plaintiff’s request for restitution. The court also denied the plaintiff’s request for injunctive relief.
On May 25, 2017, we filed post-trial motions seeking, among other things to have the award of punitive damages reduced. On April 11, 2018, the court issued an Amended Judgment in favor of the plaintiff and against us and Kimberly-Clark that substantially reduced the punitive damages awards. Under the Amended Judgment, the judgment against us was $0.4 million in compensatory damages and pre-judgment interest and $1.3 million in punitive damages. The judgment against Kimberly-Clark was $3.9 million in compensatory damages, $2.9 million in pre-judgment interest and $19.4 million in punitive damages.
On April 12, 2018, we filed a notice of appeal to the Ninth Circuit Court of Appeals. On July 23, 2020, the appellate court vacated the judgment against us and remanded the case to the district court with instructions to dismiss Avanos because Bahamas lacked standing to sue us. The appellate court also ruled that the district court abused its discretion by failing to decertify the class as defined and, therefore, vacated the judgment against Kimberly-Clark and remanded it to the trial court for further proceedings consistent with its ruling. On August 6, 2020, Bahamas petitioned the Ninth Circuit for a rehearing en banc, and on September 9, 2020, the appellate court denied their petition. On October 19, 2020, the trial court ordered that the entire case against Avanos is dismissed, the judgment against Kimberly-Clark is vacated, and the class claims are decertified.
On November 11, 2020, we, Bahamas and Kimberly-Clark amicably resolved the dispute among us on a confidential basis. Accordingly, on that same day, the parties filed a joint stipulation of dismissal with prejudice.
Kimberly-Clark Corporation
We notified Kimberly-Clark that we reserved our rights to challenge any purported obligation to indemnify Kimberly-Clark for punitive damages awarded against them. In connection with our reservation of rights, on May 1, 2017, we filed a complaint in the matter styled Halyard Health, Inc. v. Kimberly-Clark Corporation, Case No. BC659662 (County of Los Angeles, Superior Court of California). In that case, we sought a declaratory judgment that we have no obligation, under the Distribution Agreement or otherwise, to indemnify, pay, reimburse, assume, or otherwise cover punitive damages assessed against Kimberly-Clark in the Bahamas matter, or any Expenses or Losses (as defined in the Distribution Agreement) associated with an award of punitive damages. On May 2, 2017, Kimberly-Clark filed a complaint in the matter styled Kimberly-Clark Corporation v. Halyard Health, Inc., Case No. 2017-0332-AGB (Court of Chancery of the State of Delaware). In that case, Kimberly-Clark sought a declaratory judgment that (1) we must indemnify them for all damages, including punitive damages, assessed against them in the Bahamas matter, (2) we have anticipatorily and materially breached the Distribution Agreement by
our failure to indemnify them, and (3) we are estopped from asserting, or have otherwise waived, any claim that we are not required to indemnify them for all damages, including punitive damages, that may be awarded in the Bahamas matter.
On May 26, 2017, we moved to dismiss or stay Kimberly-Clark’s Delaware complaint, and on June 16, 2017, Kimberly-Clark moved for summary judgment. On September 12, 2017, the Delaware court granted our motion to stay Kimberly-Clark’s complaint and therefore did not take any action on Kimberly-Clark’s motion for summary judgment. On May 30, 2018, Kimberly-Clark moved to quash service of summons we served on Kimberly-Clark in California for lack of personal jurisdiction. On December 12, 2018, the court granted Kimberly-Clark’s motion. On December 18, 2018, we filed a notice of appeal to the California Court of Appeal. On December 6, 2019, the appellate court affirmed the lower court’s ruling, finding that it did not have personal jurisdiction over Kimberly-Clark.
On September 4, 2020, Kimberly-Clark filed a Second Amended Complaint, which made substantially similar allegations as their previous complaint and sought a declaratory judgment on substantially similar grounds for the Bahamas matter and other actions they alleged to be covered by the Distribution Agreement. Also on September 4, 2020, Kimberly-Clark filed a motion for summary judgment. On October 9, 2020, we filed a motion to dismiss their Second Amended Complaint and a motion for summary judgment.
On December 10, 2020, we and Kimberly-Clark amicably resolved the gown-related disputes between us on a confidential basis (“Settlement Agreement”). Accordingly, on December 21, 2020, Kimberly-Clark filed a stipulation of dismissal with prejudice, and on that same day the court granted the dismissal. Under the terms of the Settlement Agreement, we have no further indemnification or defense obligations to Kimberly-Clark for the gown-related matters, including the matter styled U.S. ex rel. Shahinian, et al. v. Kimberly-Clark Corporation, No. 2:14-cv-08313-JAK-JPR (C. D. Cal.) (“Shahinian”), filed on October 27, 2014.
Government Investigation
In June 2015, we were served with a subpoena from the Department of Veterans Affairs Office of the Inspector General (“VA OIG”) seeking information related to the design, manufacture, testing, sale and promotion of MicroCool and other Company surgical gowns, and, in July 2015, we also became aware that the subpoena and an earlier VA OIG subpoena served on Kimberly-Clark requesting information about gown sales to the federal government are related to a United States Department of Justice (“DOJ”) investigation. In May 2016, April 2017 and September 2018, we received additional subpoenas from the DOJ seeking further information related to Company gowns. The Company is cooperating with the DOJ investigation.
Patent Litigation
We operate in an industry characterized by extensive patent litigation and competitors may claim that our products infringe upon their intellectual property. Resolution of patent litigation or other intellectual property claims is typically time consuming and costly and can result in significant damage awards and injunctions that could prevent the manufacture and sale of the affected products or require us to make significant royalty payments in order to continue selling the affected products. At any given time we may be involved as either a plaintiff or a defendant in a number of patent infringement actions, the outcomes of which may not be known for prolonged periods of time.
On November 4, 2019, we filed the matter styled Avanos Medical Sales LLC v Medtronic Sofamor Danek USA, Inc., et al. (No. 2:19-cv-02754-JMP-TMP (W.D. Tenn.), alleging that Medtronic’s manufacture, marketing, sale, and importation of the Accurian system infringes certain claims of U.S. Patent 8,822,755. Medtronic’s motion to dismiss was denied. On June 1, 2020, Medtronic petitioned the U.S. Patent and Trademark Office (“USPTO”) for an inter partes review (“IPR”) of the patent at issue in the litigation. On October 23, 2020, the USPTO instituted an IPR. The IPR will not affect Avanos’s ability to manufacture, market or sell the products covered by the underlying patent. We will continue to vigorously prosecute and defend the litigation and IPR.
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 report, 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) early stage of the proceedings; (b) indeterminate (or unspecified) damages; and (c) significant factual issues yet to be resolved, or such amounts have been determined to be immaterial. At present, although the results of litigation and claims cannot be predicted with certainty, we believe that the ultimate resolution of these matters will not materially impact our liquidity, access to capital markets or ability to conduct our daily operations.
As of December 31, 2020, we have an accrued liability for the matters described herein, and reasonably possible losses have been disclosed. The accrued liability is included in “Accrued Expenses” in the accompanying consolidated balance sheet. Our estimate of these liabilities is based on facts and circumstances existing at this time, along with other variables. Factors that may affect our estimate include, but are not limited to: (i) changes in the number of lawsuits filed against us, including the potential for similar, duplicate or “copycat” lawsuits filed in multiple jurisdictions, including lawsuits that bring causes or action or allege violations of law with regard to additional products; (ii) changes in the legal costs of defending such claims; (iii) changes in the nature of the lawsuits filed against us, (iv) changes in the applicable law governing any legal claims against us; (v) a determination that our assumptions used in estimating the liability are no longer reasonable; and (vi) the uncertainties associated with the judicial process, including adverse judgments rendered by courts or juries. Thus, the actual amount of these liabilities for existing and future claims could be materially different than the accrued amount. Additionally, the above matters, regardless of the outcome, could disrupt our business and result in substantial costs and diversion of management attention.
Environmental Compliance
We are subject to federal, state and local environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. None of our compliance obligations with environmental protection laws and regulations, individually or in the aggregate, is expected to have a material adverse effect on our business, financial condition, results of operations or liquidity.
Note 15. 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 EPS for each of the three years ended December 31, 2020, 2019 and 2018 is set forth in the following table (in millions, except per share amounts):
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Year Ended December 31,
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2020
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2019
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2018
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Loss from continuing operations
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$
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(27.2)
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$
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(45.9)
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$
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(8.5)
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Income from discontinued operations, net of tax
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—
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|
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—
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66.0
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Net (loss) income
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$
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(27.2)
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$
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(45.9)
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$
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57.5
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Weighted Average Shares Outstanding:
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Basic weighted average shares outstanding
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47.8
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47.6
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47.2
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Dilutive effect of stock options and restricted share unit awards
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—
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—
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|
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—
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Diluted weighted average shares outstanding
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47.8
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47.6
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47.2
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Earnings (Loss) Per Share:
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Basic:
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Continuing Operations
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$
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(0.57)
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$
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(0.96)
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$
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(0.18)
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Discontinued Operations
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—
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—
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1.40
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Basic (Loss) Earnings Per Share
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$
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(0.57)
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$
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(0.96)
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|
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$
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1.22
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Diluted:
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Continuing operations
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$
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(0.57)
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|
$
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(0.96)
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$
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(0.18)
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Discontinued operations
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—
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—
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1.40
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Diluted (Loss) Earnings Per Share
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$
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(0.57)
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$
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(0.96)
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$
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1.22
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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 dividends are paid. Such awards are to be included in the EPS calculation under the two-class method. Currently we do not anticipate any cash dividends for the foreseeable future and our outstanding RSU awards are not material in comparison to our weighted average shares outstanding. Accordingly, all EPS amounts reflect shares as if they were fully vested and the disclosures associated with the two-class method are not presented herein.
For the year ended December 31, 2020, 1.7 million of potentially dilutive stock options and restricted share unit awards were excluded from the computation of earnings per share as their effect would have been anti-dilutive.
Note 16. Business and Products Information
We conduct our business in one operating and reportable segment that provides our medical device products to healthcare providers and patients in more than 90 countries with manufacturing facilities in the United States, Mexico, France and Tunisia.
We provide a portfolio of innovative product offerings focused on pain management and respiratory and digestive health to improve patient outcomes and reduce the cost of care. Our management evaluates net sales by product category within our single reportable segment as follows (in millions):
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Year Ended December 31,
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2020
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2019
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2018
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Chronic care
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$
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471.2
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$
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413.7
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$
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386.0
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Pain management
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243.6
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|
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283.9
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266.3
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Total Net Sales
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$
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714.8
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$
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697.6
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$
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652.3
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Chronic care is focused on (i) digestive health products such as our Mic-Key enteral feeding tubes and Corpak patient feeding solutions and (ii) respiratory health products such as our Ballard closed airway suction systems and oral care kits.
Pain management is focused on non-opioid solutions including (i) acute pain products such as On-Q and ambIT surgical pain pumps and Game Ready cold and compression therapy systems and (ii) interventional pain solutions, which provides minimally invasive pain relieving therapies, such as our Coolief pain therapy.
For the year ended December 31, 2020, 2019 and 2018, net sales to external customers in the United States were $482 million, $481 million and $457 million, respectively. Globally, two customers accounted for 10% or more of our consolidated net sales in the year ended December 31, 2020. No customers accounted for 10% of consolidated net sales in 2019 and one customer accounted for approximately 10% of consolidated net sales in 2018.
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.
Property, plant and equipment held domestically and in foreign countries is as follows (in millions):
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As of December 31,
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2020
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2019
|
Domestic
|
$
|
110.0
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|
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$
|
123.1
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Foreign
|
65.3
|
|
|
61.4
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Total Property, Plant and Equipment
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$
|
175.3
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|
|
$
|
184.5
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