|
|
|
|
|
Delaware
|
|
46-4987888
|
(State or other jurisdiction of
incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net Sales
|
$
|
156.4
|
|
|
$
|
145.7
|
|
Cost of products sold
|
65.3
|
|
|
64.2
|
|
||
Gross Profit
|
91.1
|
|
|
81.5
|
|
||
Research and development
|
9.9
|
|
|
7.3
|
|
||
Selling and general expenses
|
86.4
|
|
|
84.8
|
|
||
Other expense, net
|
1.8
|
|
|
7.0
|
|
||
Operating Loss
|
(7.0
|
)
|
|
(17.6
|
)
|
||
Interest income
|
1.0
|
|
|
0.4
|
|
||
Interest expense
|
(8.8
|
)
|
|
(7.6
|
)
|
||
Loss Before Income Taxes
|
(14.8
|
)
|
|
(24.8
|
)
|
||
Income tax benefit
|
3.5
|
|
|
9.9
|
|
||
Loss from Continuing Operations
|
(11.3
|
)
|
|
(14.9
|
)
|
||
Income from Discontinued Operations, net of tax
|
31.5
|
|
|
27.7
|
|
||
Net Income
|
$
|
20.2
|
|
|
$
|
12.8
|
|
|
|
|
|
||||
(Loss) Earnings Per Share
|
|
|
|
||||
Basic:
|
|
|
|
||||
Continuing Operations
|
$
|
(0.24
|
)
|
|
$
|
(0.32
|
)
|
Discontinued Operations
|
0.67
|
|
|
0.59
|
|
||
Basic Earnings Per Share
|
$
|
0.43
|
|
|
$
|
0.27
|
|
|
|
|
|
||||
Diluted
|
|
|
|
||||
Continuing Operations
|
$
|
(0.24
|
)
|
|
$
|
(0.32
|
)
|
Discontinued Operations
|
0.67
|
|
|
0.59
|
|
||
Diluted Earnings Per Share
|
$
|
0.43
|
|
|
$
|
0.27
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net Income
|
$
|
20.2
|
|
|
$
|
12.8
|
|
Other Comprehensive Income (Loss), Net of Tax
|
|
|
|
||||
Unrealized currency translation adjustments
|
9.3
|
|
|
9.8
|
|
||
Defined benefit plans
|
(0.3
|
)
|
|
0.2
|
|
||
Cash flow hedges
|
0.5
|
|
|
0.7
|
|
||
Total Other Comprehensive Income, Net of Tax
|
9.5
|
|
|
10.7
|
|
||
Comprehensive Income
|
$
|
29.7
|
|
|
$
|
23.5
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
203.1
|
|
|
$
|
219.7
|
|
Accounts receivable, net of allowances
|
199.5
|
|
|
203.0
|
|
||
Inventories
|
92.3
|
|
|
91.1
|
|
||
Prepaid expenses and other current assets
|
15.8
|
|
|
14.4
|
|
||
Assets held for sale
|
650.4
|
|
|
632.5
|
|
||
Total Current Assets
|
1,161.1
|
|
|
1,160.7
|
|
||
Property, Plant and Equipment, net
|
117.5
|
|
|
109.9
|
|
||
Goodwill
|
764.6
|
|
|
764.7
|
|
||
Other Intangible Assets, net
|
144.6
|
|
|
148.9
|
|
||
Deferred Tax Assets
|
11.3
|
|
|
7.6
|
|
||
Other Assets
|
3.8
|
|
|
4.1
|
|
||
TOTAL ASSETS
|
$
|
2,202.9
|
|
|
$
|
2,195.9
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
39.8
|
|
Trade accounts payable
|
194.4
|
|
|
171.2
|
|
||
Accrued expenses
|
128.3
|
|
|
144.9
|
|
||
Liabilities held for sale
|
37.9
|
|
|
33.9
|
|
||
Total Current Liabilities
|
360.6
|
|
|
389.8
|
|
||
Long-Term Debt
|
542.0
|
|
|
541.1
|
|
||
Deferred Tax Liabilities
|
18.3
|
|
|
17.8
|
|
||
Other Long-Term Liabilities
|
30.2
|
|
|
31.8
|
|
||
Total Liabilities
|
951.1
|
|
|
980.5
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Preferred stock - $0.01 par value - authorized 20,000,000 shares, none issued
|
—
|
|
|
—
|
|
||
Common stock - $0.01 par value - authorized 300,000,000 shares, 47,014,536 outstanding as of March 31, 2018 and 46,920,076 outstanding as of December 31, 2017
|
0.5
|
|
|
0.5
|
|
||
Additional paid-in capital
|
1,557.3
|
|
|
1,550.5
|
|
||
Accumulated deficit
|
(279.7
|
)
|
|
(299.9
|
)
|
||
Treasury stock
|
(4.5
|
)
|
|
(4.4
|
)
|
||
Accumulated other comprehensive loss
|
(21.8
|
)
|
|
(31.3
|
)
|
||
Total Stockholders’ Equity
|
1,251.8
|
|
|
1,215.4
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
2,202.9
|
|
|
$
|
2,195.9
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
20.2
|
|
|
$
|
12.8
|
|
Depreciation and amortization
|
7.8
|
|
|
16.2
|
|
||
Stock-based compensation expense
|
3.5
|
|
|
4.4
|
|
||
Net loss on asset dispositions
|
0.8
|
|
|
—
|
|
||
Changes in operating assets and liabilities, net of acquisition:
|
|
|
|
||||
Accounts receivable
|
3.5
|
|
|
8.1
|
|
||
Inventories
|
(18.0
|
)
|
|
(0.9
|
)
|
||
Prepaid expenses and other assets
|
1.4
|
|
|
1.3
|
|
||
Accounts payable
|
20.1
|
|
|
11.2
|
|
||
Accrued expenses
|
(13.6
|
)
|
|
(19.6
|
)
|
||
Other
|
0.6
|
|
|
3.5
|
|
||
Cash Provided by Operating Activities
|
26.3
|
|
|
37.0
|
|
||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(9.6
|
)
|
|
(10.2
|
)
|
||
Cash Used in Investing Activities
|
(9.6
|
)
|
|
(10.2
|
)
|
||
Financing Activities
|
|
|
|
||||
Debt repayments
|
(40.0
|
)
|
|
—
|
|
||
Purchase of treasury stock
|
(0.1
|
)
|
|
—
|
|
||
Proceeds from the exercise of stock options
|
3.4
|
|
|
0.5
|
|
||
Cash (Used in) Provided by Financing Activities
|
(36.7
|
)
|
|
0.5
|
|
||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
3.4
|
|
|
2.1
|
|
||
(Decrease) Increase in Cash and Cash Equivalents
|
(16.6
|
)
|
|
29.4
|
|
||
Cash and Cash Equivalents - Beginning of Period
|
219.7
|
|
|
113.7
|
|
||
Cash and Cash Equivalents - End of Period
|
$
|
203.1
|
|
|
$
|
143.1
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net Sales
|
$
|
264.0
|
|
|
$
|
249.9
|
|
Cost of products sold
|
194.5
|
|
|
188.5
|
|
||
Research and development
|
0.9
|
|
|
0.7
|
|
||
Selling, general and other expenses
|
27.2
|
|
|
16.4
|
|
||
Other expense, net
|
0.3
|
|
|
0.4
|
|
||
Income from discontinued operations before income taxes
|
41.1
|
|
|
43.9
|
|
||
Tax provision from discontinued operations
|
(9.6
|
)
|
|
(16.2
|
)
|
||
Income from Discontinued Operations, net
|
$
|
31.5
|
|
|
$
|
27.7
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Assets held for sale - discontinued operations
|
|
|
|
||||
Accounts receivable, net of allowances
|
$
|
1.6
|
|
|
$
|
1.5
|
|
Inventories
|
215.1
|
|
|
198.3
|
|
||
Prepaid and other current assets
|
4.2
|
|
|
2.3
|
|
||
Current assets held for sale - discontinued operations
|
220.9
|
|
|
202.1
|
|
||
Property, plant and equipment, net
|
149.3
|
|
|
150.8
|
|
||
Goodwill
|
267.2
|
|
|
267.3
|
|
||
Other intangible assets, net
|
0.9
|
|
|
0.9
|
|
||
Non-current deferred tax assets
|
7.1
|
|
|
7.1
|
|
||
Other assets
|
0.4
|
|
|
0.4
|
|
||
Total assets held for sale - discontinued operations
|
645.8
|
|
|
628.6
|
|
||
Other assets classified as held for sale
|
4.6
|
|
|
3.9
|
|
||
Total assets classified as held for sale
|
$
|
650.4
|
|
|
$
|
632.5
|
|
Liabilities held for sale - discontinued operations
|
|
|
|
||||
Accounts payable
|
$
|
14.2
|
|
|
$
|
15.5
|
|
Accrued expenses
|
14.6
|
|
|
11.2
|
|
||
Current liabilities held for sale - discontinued operations
|
28.8
|
|
|
26.7
|
|
||
Deferred tax liabilities
|
0.3
|
|
|
0.3
|
|
||
Other long-term liabilities
|
8.8
|
|
|
6.9
|
|
||
Total liabilities held for sale - discontinued operations
|
$
|
37.9
|
|
|
$
|
33.9
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Operating Activities:
|
|
|
|
||||
Depreciation and amortization
|
$
|
—
|
|
|
$
|
6.0
|
|
Stock-based compensation expense
|
0.2
|
|
|
0.3
|
|
||
Investing Activities:
|
|
|
|
||||
Capital expenditures
|
0.5
|
|
|
0.4
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Accounts receivable
|
$
|
201.3
|
|
|
$
|
204.9
|
|
Allowances and doubtful accounts
|
(1.8
|
)
|
|
(1.9
|
)
|
||
Accounts receivable, net
|
$
|
199.5
|
|
|
$
|
203.0
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
LIFO
|
|
Non-
LIFO |
|
Total
|
|
LIFO
|
|
Non-
LIFO |
|
Total
|
||||||||||||
Raw materials
|
$
|
28.9
|
|
|
$
|
1.0
|
|
|
$
|
29.9
|
|
|
$
|
26.6
|
|
|
$
|
1.5
|
|
|
$
|
28.1
|
|
Work in process
|
23.5
|
|
|
0.2
|
|
|
23.7
|
|
|
20.4
|
|
|
0.3
|
|
|
20.7
|
|
||||||
Finished goods
|
36.8
|
|
|
9.6
|
|
|
46.4
|
|
|
40.0
|
|
|
9.6
|
|
|
49.6
|
|
||||||
Supplies and other
|
—
|
|
|
6.3
|
|
|
6.3
|
|
|
—
|
|
|
5.7
|
|
|
5.7
|
|
||||||
|
89.2
|
|
|
17.1
|
|
|
106.3
|
|
|
87.0
|
|
|
17.1
|
|
|
104.1
|
|
||||||
Excess of FIFO or weighted-average cost over LIFO cost
|
(14.0
|
)
|
|
—
|
|
|
(14.0
|
)
|
|
(13.0
|
)
|
|
—
|
|
|
(13.0
|
)
|
||||||
Total
|
$
|
75.2
|
|
|
$
|
17.1
|
|
|
$
|
92.3
|
|
|
$
|
74.0
|
|
|
$
|
17.1
|
|
|
$
|
91.1
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Land
|
$
|
1.0
|
|
|
$
|
1.0
|
|
Buildings
|
41.7
|
|
|
41.0
|
|
||
Machinery and equipment
|
128.1
|
|
|
124.4
|
|
||
Construction in progress
|
21.1
|
|
|
21.5
|
|
||
|
191.9
|
|
|
187.9
|
|
||
Less accumulated depreciation
|
(74.4
|
)
|
|
(78.0
|
)
|
||
Total
|
$
|
117.5
|
|
|
$
|
109.9
|
|
|
Goodwill
|
||
Balance at December 31, 2017
|
$
|
764.7
|
|
Currency translation adjustment
|
(0.1
|
)
|
|
Balance at March 31, 2018
|
$
|
764.6
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Carrying Amount
|
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Carrying Amount
|
||||||||||||
Trademarks
|
$
|
125.9
|
|
|
$
|
(98.6
|
)
|
|
$
|
27.3
|
|
|
$
|
125.9
|
|
|
$
|
(97.6
|
)
|
|
$
|
28.3
|
|
Patents and acquired technologies
|
253.3
|
|
|
(149.4
|
)
|
|
103.9
|
|
|
253.0
|
|
|
(146.1
|
)
|
|
106.9
|
|
||||||
Other
|
43.2
|
|
|
(35.5
|
)
|
|
7.7
|
|
|
43.1
|
|
|
(35.1
|
)
|
|
8.0
|
|
||||||
Total
|
$
|
422.4
|
|
|
$
|
(283.5
|
)
|
|
$
|
138.9
|
|
|
$
|
422.0
|
|
|
$
|
(278.8
|
)
|
|
$
|
143.2
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Accrued rebates
|
$
|
60.2
|
|
|
$
|
64.4
|
|
Accrued salaries and wages
|
21.6
|
|
|
44.5
|
|
||
Accrued taxes - income and other
|
14.4
|
|
|
6.8
|
|
||
Other
|
32.1
|
|
|
29.2
|
|
||
Total
|
$
|
128.3
|
|
|
$
|
144.9
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Taxes payable
|
$
|
9.5
|
|
|
$
|
10.0
|
|
Accrued compensation benefits
|
4.7
|
|
|
4.6
|
|
||
Other
|
16.0
|
|
|
17.2
|
|
||
Total
|
$
|
30.2
|
|
|
$
|
31.8
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Fair Value
Hierarchy
Level
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
|
Carrying
Amount
|
|
Estimated
Fair
Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
203.1
|
|
|
$
|
203.1
|
|
|
$
|
219.7
|
|
|
$
|
219.7
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Senior Unsecured Notes
|
1
|
|
247.3
|
|
|
257.9
|
|
|
247.1
|
|
|
259.7
|
|
||||
Senior Secured Term Loan
|
2
|
|
294.7
|
|
|
301.2
|
|
|
333.8
|
|
|
341.1
|
|
|
Weighted-Average Interest Rate
|
|
Maturities
|
|
March 31, 2018
|
|
December 31, 2017
|
|||||
Senior Secured Term Loan
|
4.30
|
%
|
|
2021
|
|
$
|
299.0
|
|
|
$
|
339.0
|
|
Senior Unsecured Notes
|
6.25
|
%
|
|
2022
|
|
250.0
|
|
|
250.0
|
|
||
Total long-term debt
|
|
|
|
|
549.0
|
|
|
589.0
|
|
|||
Unamortized Debt Discounts and Issuance Costs
|
|
|
|
|
|
|
|
|||||
Senior Secured Term Loan
|
|
|
|
|
(4.3
|
)
|
|
(5.2
|
)
|
|||
Senior Unsecured Notes
|
|
|
|
|
(2.7
|
)
|
|
(2.9
|
)
|
|||
Total Debt, net
|
|
|
|
|
542.0
|
|
|
580.9
|
|
|||
Less current portion of long-term debt
|
|
|
|
|
—
|
|
|
(39.8
|
)
|
|||
Total long-term debt
|
|
|
|
|
$
|
542.0
|
|
|
$
|
541.1
|
|
|
Unrealized
Translation
|
|
Defined Benefit
Pension Plans
|
|
Cash Flow
Hedges
|
|
Accumulated
Other
Comprehensive
Income
|
||||||||
Balance, December 31, 2017
|
$
|
(31.6
|
)
|
|
$
|
0.8
|
|
|
$
|
(0.5
|
)
|
|
$
|
(31.3
|
)
|
Other comprehensive income (loss)
|
9.3
|
|
|
(0.3
|
)
|
|
0.5
|
|
|
9.5
|
|
||||
Balance, March 31, 2018
|
$
|
(22.3
|
)
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
(21.8
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Unrealized translation
|
$
|
9.3
|
|
|
$
|
9.8
|
|
Defined benefit pension plans
|
(0.3
|
)
|
|
0.2
|
|
||
Tax effect
|
—
|
|
|
—
|
|
||
Defined benefit pension plans, net of tax
|
(0.3
|
)
|
|
0.2
|
|
||
Cash flow hedges
|
0.6
|
|
|
0.9
|
|
||
Tax effect
|
(0.1
|
)
|
|
(0.2
|
)
|
||
Cash flow hedges, net of tax
|
0.5
|
|
|
0.7
|
|
||
Change in AOCI
|
$
|
9.5
|
|
|
$
|
10.7
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net loss from continuing operations
|
$
|
(11.3
|
)
|
|
$
|
(14.9
|
)
|
Net income from discontinued operations
|
31.5
|
|
|
27.7
|
|
||
Net income
|
$
|
20.2
|
|
|
$
|
12.8
|
|
|
|
|
|
||||
Weighted Average Shares Outstanding:
|
|
|
|
||||
Basic weighted average shares outstanding
|
46.9
|
|
|
46.7
|
|
||
Dilutive effect of stock options and restricted share unit awards
|
—
|
|
|
—
|
|
||
Diluted weighted average shares outstanding
|
46.9
|
|
|
46.7
|
|
||
|
|
|
|
||||
Basic Earnings (Loss) Per Share
|
|
|
|
||||
Continuing operations
|
$
|
(0.24
|
)
|
|
$
|
(0.32
|
)
|
Discontinued operations
|
$
|
0.67
|
|
|
$
|
0.59
|
|
Net income
|
$
|
0.43
|
|
|
$
|
0.27
|
|
|
|
|
|
||||
Diluted Earnings (Loss) Per Share
|
|
|
|
||||
Continuing operations
|
$
|
(0.24
|
)
|
|
$
|
(0.32
|
)
|
Discontinued operations
|
$
|
0.67
|
|
|
$
|
0.59
|
|
Net income
|
$
|
0.43
|
|
|
$
|
0.27
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net Sales
|
|
|
|
||||
Medical Devices
|
$
|
156.4
|
|
|
$
|
145.7
|
|
Corporate and Other
|
—
|
|
|
—
|
|
||
Total Net Sales
|
156.4
|
|
|
145.7
|
|
||
Operating Profit
|
|
|
|
||||
Medical Devices
|
40.1
|
|
|
38.0
|
|
||
Corporate and Other
(a)
|
(45.3
|
)
|
|
(48.6
|
)
|
||
Other expense, net
(b)
|
(1.8
|
)
|
|
(7.0
|
)
|
||
Total Operating Profit
|
(7.0
|
)
|
|
(17.6
|
)
|
||
Interest income
|
1.0
|
|
|
0.4
|
|
||
Interest expense
|
(8.8
|
)
|
|
(7.6
|
)
|
||
Income before Income Taxes
|
$
|
(14.8
|
)
|
|
$
|
(24.8
|
)
|
(a)
|
Corporate and Other for the
three months
ended
March 31, 2018
includes
$27.9 million
of costs formerly included in the S&IP business,
$14.5 million
of general expenses and
$2.9 million
of restructuring costs (see
Note 3
, “Restructuring Activities”). Corporate and Other for the
three months
ended
March 31, 2017
includes
$28.9 million
of costs formerly included in the S&IP business,
$17.6 million
of general expenses and
$1.6 million
of acquisition-related expenses and
$0.5 million
of post-spin related rebranding costs.
|
(b)
|
Other expense includes amounts incurred related to litigation matters. See
Note 10
, “Commitments and Contingencies.”
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
Net Sales
|
|
|
|
||||
Chronic care
|
$
|
97.1
|
|
|
$
|
88.6
|
|
Pain management
|
59.3
|
|
|
57.1
|
|
||
Total net sales
|
$
|
156.4
|
|
|
$
|
145.7
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
173.3
|
|
|
$
|
74.9
|
|
|
$
|
(91.8
|
)
|
|
$
|
156.4
|
|
Cost of products sold
|
—
|
|
|
84.5
|
|
|
72.6
|
|
|
(91.8
|
)
|
|
65.3
|
|
|||||
Gross Profit
|
—
|
|
|
88.8
|
|
|
2.3
|
|
|
—
|
|
|
91.1
|
|
|||||
Research and development
|
—
|
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|||||
Selling and general expenses
|
11.9
|
|
|
62.4
|
|
|
12.1
|
|
|
—
|
|
|
86.4
|
|
|||||
Other expense and (income), net
|
0.3
|
|
|
4.2
|
|
|
(2.7
|
)
|
|
—
|
|
|
1.8
|
|
|||||
Operating (Loss) Profit
|
(12.2
|
)
|
|
12.3
|
|
|
(7.1
|
)
|
|
—
|
|
|
(7.0
|
)
|
|||||
Interest income
|
0.4
|
|
|
—
|
|
|
1.4
|
|
|
(0.8
|
)
|
|
1.0
|
|
|||||
Interest expense
|
(8.9
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
0.8
|
|
|
(8.8
|
)
|
|||||
(Loss) Income Before Income Taxes
|
(20.7
|
)
|
|
11.6
|
|
|
(5.7
|
)
|
|
—
|
|
|
(14.8
|
)
|
|||||
Income tax benefit (provision)
|
7.9
|
|
|
(3.2
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
3.5
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
33.0
|
|
|
8.5
|
|
|
—
|
|
|
(41.5
|
)
|
|
—
|
|
|||||
Net Income (Loss) from Continuing Operations
|
20.2
|
|
|
16.9
|
|
|
(6.9
|
)
|
|
(41.5
|
)
|
|
(11.3
|
)
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
16.9
|
|
|
14.6
|
|
|
—
|
|
|
31.5
|
|
|||||
Net Income
|
20.2
|
|
|
33.8
|
|
|
7.7
|
|
|
(41.5
|
)
|
|
20.2
|
|
|||||
Total other comprehensive income, net of tax
|
9.5
|
|
|
8.5
|
|
|
8.1
|
|
|
(16.6
|
)
|
|
9.5
|
|
|||||
Comprehensive Income
|
$
|
29.7
|
|
|
$
|
42.3
|
|
|
$
|
15.8
|
|
|
$
|
(58.1
|
)
|
|
$
|
29.7
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
$
|
—
|
|
|
$
|
162.1
|
|
|
$
|
64.6
|
|
|
$
|
(81.0
|
)
|
|
$
|
145.7
|
|
Cost of products sold
|
—
|
|
|
84.9
|
|
|
60.3
|
|
|
(81.0
|
)
|
|
64.2
|
|
|||||
Gross Profit
|
—
|
|
|
77.2
|
|
|
4.3
|
|
|
—
|
|
|
81.5
|
|
|||||
Research and development
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
|||||
Selling and general expenses
|
10.0
|
|
|
64.0
|
|
|
10.8
|
|
|
—
|
|
|
84.8
|
|
|||||
Other expense and (income), net
|
0.2
|
|
|
9.6
|
|
|
(2.8
|
)
|
|
—
|
|
|
7.0
|
|
|||||
Operating Loss
|
(10.2
|
)
|
|
(3.7
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
(17.6
|
)
|
|||||
Interest income
|
0.2
|
|
|
—
|
|
|
1.0
|
|
|
(0.8
|
)
|
|
0.4
|
|
|||||
Interest expense
|
(7.8
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
0.8
|
|
|
(7.6
|
)
|
|||||
Loss Before Income Taxes
|
(17.8
|
)
|
|
(4.3
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
(24.8
|
)
|
|||||
Income tax benefit (provision)
|
1.2
|
|
|
9.2
|
|
|
(0.5
|
)
|
|
—
|
|
|
9.9
|
|
|||||
Equity in earnings of consolidated subsidiaries
|
23.9
|
|
|
3.1
|
|
|
—
|
|
|
(27.0
|
)
|
|
—
|
|
|||||
Net Income (Loss) from Continuing Operations
|
7.3
|
|
|
8.0
|
|
|
(3.2
|
)
|
|
(27.0
|
)
|
|
(14.9
|
)
|
|||||
Income from discontinued operations, net of tax
|
5.5
|
|
|
16.5
|
|
|
5.7
|
|
|
—
|
|
|
27.7
|
|
|||||
Net Income
|
12.8
|
|
|
24.5
|
|
|
2.5
|
|
|
(27.0
|
)
|
|
12.8
|
|
|||||
Total other comprehensive income, net of tax
|
10.7
|
|
|
8.5
|
|
|
9.7
|
|
|
(18.2
|
)
|
|
10.7
|
|
|||||
Comprehensive Income
|
$
|
23.5
|
|
|
$
|
33.0
|
|
|
$
|
12.2
|
|
|
$
|
(45.2
|
)
|
|
$
|
23.5
|
|
|
As of March 31, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
85.1
|
|
|
$
|
19.6
|
|
|
$
|
98.4
|
|
|
$
|
—
|
|
|
$
|
203.1
|
|
Accounts receivable, net of allowances
|
1.1
|
|
|
640.1
|
|
|
262.1
|
|
|
(703.8
|
)
|
|
199.5
|
|
|||||
Inventories
|
—
|
|
|
77.6
|
|
|
14.7
|
|
|
—
|
|
|
92.3
|
|
|||||
Prepaid expenses and other current assets
|
3.6
|
|
|
10.0
|
|
|
2.2
|
|
|
—
|
|
|
15.8
|
|
|||||
Assets held for sale
|
0.3
|
|
|
561.3
|
|
|
88.8
|
|
|
—
|
|
|
650.4
|
|
|||||
Total Current Assets
|
90.1
|
|
|
1,308.6
|
|
|
466.2
|
|
|
(703.8
|
)
|
|
1,161.1
|
|
|||||
Property, Plant and Equipment, net
|
—
|
|
|
96.6
|
|
|
20.9
|
|
|
—
|
|
|
117.5
|
|
|||||
Investment in Consolidated Subsidiaries
|
2,204.6
|
|
|
409.8
|
|
|
—
|
|
|
(2,614.4
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
738.0
|
|
|
26.6
|
|
|
—
|
|
|
764.6
|
|
|||||
Other Intangible Assets, net
|
—
|
|
|
135.1
|
|
|
9.5
|
|
|
—
|
|
|
144.6
|
|
|||||
Other Assets
|
0.3
|
|
|
8.8
|
|
|
6.0
|
|
|
—
|
|
|
15.1
|
|
|||||
TOTAL ASSETS
|
$
|
2,295.0
|
|
|
$
|
2,696.9
|
|
|
$
|
529.2
|
|
|
$
|
(3,318.2
|
)
|
|
$
|
2,202.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Trade accounts payable
|
$
|
480.1
|
|
|
$
|
364.3
|
|
|
$
|
45.1
|
|
|
$
|
(695.1
|
)
|
|
$
|
194.4
|
|
Accrued expenses
|
13.7
|
|
|
98.3
|
|
|
25.0
|
|
|
(8.7
|
)
|
|
128.3
|
|
|||||
Liabilities held for sale
|
—
|
|
|
8.5
|
|
|
29.4
|
|
|
—
|
|
|
37.9
|
|
|||||
Total Current Liabilities
|
493.8
|
|
|
471.1
|
|
|
99.5
|
|
|
(703.8
|
)
|
|
360.6
|
|
|||||
Long-Term Debt
|
542.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
542.0
|
|
|||||
Other Long-Term Liabilities
|
7.4
|
|
|
36.6
|
|
|
4.5
|
|
|
—
|
|
|
48.5
|
|
|||||
Total Liabilities
|
1,043.2
|
|
|
507.7
|
|
|
104.0
|
|
|
(703.8
|
)
|
|
951.1
|
|
|||||
Total Equity
|
1,251.8
|
|
|
2,189.2
|
|
|
425.2
|
|
|
(2,614.4
|
)
|
|
1,251.8
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,295.0
|
|
|
$
|
2,696.9
|
|
|
$
|
529.2
|
|
|
$
|
(3,318.2
|
)
|
|
$
|
2,202.9
|
|
|
As of December 31, 2017
|
||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
114.5
|
|
|
$
|
16.0
|
|
|
$
|
89.2
|
|
|
$
|
—
|
|
|
$
|
219.7
|
|
Accounts receivable, net of allowances
|
1.1
|
|
|
623.0
|
|
|
266.3
|
|
|
(687.4
|
)
|
|
203.0
|
|
|||||
Inventories
|
—
|
|
|
76.0
|
|
|
15.1
|
|
|
—
|
|
|
91.1
|
|
|||||
Prepaid expenses and other current assets
|
0.6
|
|
|
11.7
|
|
|
2.1
|
|
|
—
|
|
|
14.4
|
|
|||||
Assets held for sale
|
0.3
|
|
|
546.7
|
|
|
85.5
|
|
|
—
|
|
|
632.5
|
|
|||||
Total Current Assets
|
116.5
|
|
|
1,273.4
|
|
|
458.2
|
|
|
(687.4
|
)
|
|
1,160.7
|
|
|||||
Property, Plant and Equipment, net
|
—
|
|
|
92.9
|
|
|
17.0
|
|
|
—
|
|
|
109.9
|
|
|||||
Investment in Consolidated Subsidiaries
|
2,154.3
|
|
|
403.2
|
|
|
—
|
|
|
(2,557.5
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
738.1
|
|
|
26.6
|
|
|
—
|
|
|
764.7
|
|
|||||
Other Intangible Assets, net
|
—
|
|
|
139.5
|
|
|
9.4
|
|
|
—
|
|
|
148.9
|
|
|||||
Other Assets
|
0.3
|
|
|
6.0
|
|
|
5.4
|
|
|
—
|
|
|
11.7
|
|
|||||
TOTAL ASSETS
|
$
|
2,271.1
|
|
|
$
|
2,653.1
|
|
|
$
|
516.6
|
|
|
$
|
(3,244.9
|
)
|
|
$
|
2,195.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
39.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39.8
|
|
Trade accounts payable
|
454.0
|
|
|
347.0
|
|
|
49.8
|
|
|
(679.6
|
)
|
|
171.2
|
|
|||||
Accrued expenses
|
11.6
|
|
|
113.9
|
|
|
27.4
|
|
|
(8.0
|
)
|
|
144.9
|
|
|||||
Liabilities held for sale
|
—
|
|
|
7.8
|
|
|
26.1
|
|
|
—
|
|
|
33.9
|
|
|||||
Total Current Liabilities
|
505.4
|
|
|
468.7
|
|
|
103.3
|
|
|
(687.6
|
)
|
|
389.8
|
|
|||||
Long-Term Debt
|
541.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
541.1
|
|
|||||
Other Long-Term Liabilities
|
9.2
|
|
|
36.1
|
|
|
4.3
|
|
|
—
|
|
|
49.6
|
|
|||||
Total Liabilities
|
1,055.7
|
|
|
504.8
|
|
|
107.6
|
|
|
(687.6
|
)
|
|
980.5
|
|
|||||
Total Equity
|
1,215.4
|
|
|
2,148.3
|
|
|
409.0
|
|
|
(2,557.3
|
)
|
|
1,215.4
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,271.1
|
|
|
$
|
2,653.1
|
|
|
$
|
516.6
|
|
|
$
|
(3,244.9
|
)
|
|
$
|
2,195.9
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash (Used in) Provided by Operating Activities
|
$
|
(24.4
|
)
|
|
$
|
41.4
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
26.3
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(6.8
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
(9.6
|
)
|
|||||
Intercompany contributions
|
—
|
|
|
(32.0
|
)
|
|
(0.1
|
)
|
|
32.1
|
|
|
—
|
|
|||||
Cash Used in Investing Activities
|
—
|
|
|
(38.8
|
)
|
|
(2.9
|
)
|
|
32.1
|
|
|
(9.6
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany contributions
|
31.7
|
|
|
—
|
|
|
0.4
|
|
|
(32.1
|
)
|
|
—
|
|
|||||
Debt repayments
|
(40.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.0
|
)
|
|||||
Purchase of treasury stock
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Proceeds from the exercise of stock options
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||
Cash (Used in) Provided by Financing Activities
|
(5.0
|
)
|
|
—
|
|
|
0.4
|
|
|
(32.1
|
)
|
|
(36.7
|
)
|
|||||
Effect of Exchange Rate on Cash and Cash Equivalents
|
—
|
|
|
1.0
|
|
|
2.4
|
|
|
—
|
|
|
3.4
|
|
|||||
(Decrease) Increase in Cash and Cash Equivalents
|
(29.4
|
)
|
|
3.6
|
|
|
9.2
|
|
|
—
|
|
|
(16.6
|
)
|
|||||
Cash and Cash Equivalents, Beginning of Period
|
114.5
|
|
|
16.0
|
|
|
89.2
|
|
|
—
|
|
|
219.7
|
|
|||||
Cash and Cash Equivalents, End of Period
|
$
|
85.1
|
|
|
$
|
19.6
|
|
|
$
|
98.4
|
|
|
$
|
—
|
|
|
$
|
203.1
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash (Used in) Provided by Operating Activities
|
$
|
(14.2
|
)
|
|
$
|
39.9
|
|
|
$
|
11.3
|
|
|
$
|
—
|
|
|
$
|
37.0
|
|
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(8.4
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
(10.2
|
)
|
|||||
Intercompany contributions
|
—
|
|
|
(32.3
|
)
|
|
(0.2
|
)
|
|
32.5
|
|
|
—
|
|
|||||
Cash Used in Investing Activities
|
—
|
|
|
(40.7
|
)
|
|
(2.0
|
)
|
|
32.5
|
|
|
(10.2
|
)
|
|||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Intercompany contributions
|
35.5
|
|
|
—
|
|
|
(3.0
|
)
|
|
(32.5
|
)
|
|
—
|
|
|||||
Proceeds from the exercise of stock options
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Cash Provided by (Used in) Financing Activities
|
36.0
|
|
|
—
|
|
|
(3.0
|
)
|
|
(32.5
|
)
|
|
0.5
|
|
|||||
Effect of Exchange Rate on Cash and Cash Equivalents
|
—
|
|
|
0.5
|
|
|
1.6
|
|
|
—
|
|
|
2.1
|
|
|||||
Increase (Decrease) in Cash and Cash Equivalents
|
21.8
|
|
|
(0.3
|
)
|
|
7.9
|
|
|
—
|
|
|
29.4
|
|
|||||
Cash and Cash Equivalents, Beginning of Period
|
54.2
|
|
|
9.5
|
|
|
50.0
|
|
|
—
|
|
|
113.7
|
|
|||||
Cash and Cash Equivalents, End of Period
|
$
|
76.0
|
|
|
$
|
9.2
|
|
|
$
|
57.9
|
|
|
$
|
—
|
|
|
$
|
143.1
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Divestiture of the Surgical and Infection Prevention (“S&IP”) Business
|
•
|
Discontinued Operations
|
•
|
Restructuring Activities
|
•
|
Results of Operations and Related Information
|
•
|
Liquidity and Capital Resources
|
•
|
Legal Matters
|
•
|
Critical Accounting Policies
|
•
|
Information Concerning Forward-Looking Statements
|
|
|
|
|
|
Three Months ended
March 31, |
|
|
|||||||||
|
|
|
|
|
2018
|
|
2017
|
|
Change
|
|||||||
Chronic care
|
|
|
|
|
$
|
97.1
|
|
|
$
|
88.6
|
|
|
9.6
|
%
|
||
Pain management
|
|
|
|
|
59.3
|
|
|
57.1
|
|
|
3.9
|
|
||||
Net Sales
|
|
|
|
|
$
|
156.4
|
|
|
$
|
145.7
|
|
|
7.3
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
|
Total
|
|
Volume
|
|
Pricing/Mix
|
|
Currency
|
|
Other
|
|||||||
Net Sales - percentage change
|
7
|
%
|
|
6
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
|
|
Three Months ended
March 31, |
|
|
|||||||
|
2018
|
|
2017
|
|
Change
|
|||||
Operating Profit (Loss)
|
|
|
|
|
|
|||||
Medical Devices
|
$
|
40.1
|
|
|
$
|
38.0
|
|
|
5.5
|
%
|
Corporate and Other
(a)
|
(45.3
|
)
|
|
(48.6
|
)
|
|
N.M.
|
|
||
Other expense, net
(b)
|
(1.8
|
)
|
|
(7.0
|
)
|
|
N.M.
|
|
||
Total Operating Loss
|
$
|
(7.0
|
)
|
|
$
|
(17.6
|
)
|
|
(60.2
|
)%
|
(a)
|
Corporate and Other for the
three months
ended
March 31, 2018
includes
$27.9 million
of costs formerly included in the S&IP business,
$14.5 million
of general expenses and
$2.9 million
of restructuring costs (see
Note 3
, “Restructuring Activities”). Corporate and Other for the
three months
ended
March 31, 2017
includes
$28.9 million
of costs formerly included in the S&IP business,
$17.6 million
of general expenses and
$1.6 million
of acquisition-related expenses and
$0.5 million
of post-spin related rebranding costs.
|
(b)
|
Other expense includes amounts incurred related to litigation matters. See
Note 10
, “Commitments and Contingencies.”
|
(in millions)
|
Three Months ended
March 31, |
|
|
|||||||
|
2018
|
|
2017
|
|
Change
|
|||||
Net Sales
|
|
|
|
|
|
|||||
North America
|
$
|
122.4
|
|
|
$
|
113.8
|
|
|
7.6
|
%
|
Europe, Middle East and Africa
|
20.5
|
|
|
19.6
|
|
|
4.6
|
|
||
Asia Pacific and Latin America
|
13.5
|
|
|
12.3
|
|
|
9.8
|
|
||
Total Net Sales
|
$
|
156.4
|
|
|
$
|
145.7
|
|
|
7.3
|
%
|
•
|
general economic conditions particularly in the United States,
|
•
|
fluctuations in global equity and fixed-income markets,
|
•
|
the competitive environment,
|
•
|
the loss of current customers or the inability to obtain new customers,
|
•
|
litigation and enforcement actions,
|
•
|
price fluctuations in key commodities,
|
•
|
fluctuations in currency exchange rates,
|
•
|
disruption in supply of raw materials or the distribution of finished goods,
|
•
|
changes in governmental regulations that are applicable to our business,
|
•
|
changes in asset valuations including write-downs of assets such as inventory, accounts receivable or other assets for impairment or other reasons, and
|
•
|
any other matters described elsewhere in this MD&A or in the Risk Factors section of this Form 10-Q or our Annual Report on Form 10-K for the year ended
December 31, 2017
.
|
Item 4.
|
Controls and Procedures
|
(a)
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
||
|
||
|
||
|
||
|
||
|
||
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
HALYARD HEALTH, INC.
|
||
|
(Registrant)
|
||
|
|
|
|
May 2, 2018
|
By:
|
|
/s/ Steven E. Voskuil
|
|
|
|
Steven E. Voskuil
|
|
|
|
Senior Vice President and
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
May 2, 2018
|
By:
|
|
/s/ Renato Negro
|
|
|
|
Renato Negro
|
|
|
|
Vice President and Controller
|
|
|
|
(Principal Accounting Officer)
|
–
|
For the period of 2018 prior to your start date, your bonus target and payout will be as provided for with respect to your current role as Vice President and General Manager, APAC, prorated through the day before your start date above; plus
|
–
|
Beginning on your start date, your bonus incentive target for 2018 will be 50% of your earned base pay. Bonus criteria for executive officers are established each year by the Compensation Committee of Halyard Health Inc.'s Board of Directors. For the period of 2018 following your start date, your 2018 bonus will be based on Halyard Health performance during the year and your 2018 base earnings earned following your start date.
|
–
|
stock options, to be granted on or about May 1, 2019, with a grant date value of US$90,000. The number of options to be granted will be equal to the grant date value (US$90,000) divided by the Black-Scholes value of the options on that date. The strike price for the options will be equal to the closing stock price for Halyard shares on the grant date. Stock options will vest over a three-year period (30% year 1, 30% year 2, and 40% year 3).
|
–
|
performance-based restricted share units, to be granted on or about May 1, 2019, with a grant date value of US135,000. The target number of performance-based share units to be granted will be equal to the grant date value (US$135,000) divided by the closing stock price for Halyard shares on the grant date. Performance-based restricted share units will vest at the end of the three-year performance period (1/1/2018 - 12/31/2020). The number of performance-based restricted share units that will that will ultimately vest will depend on the extent to which the performance metrics for those units have been met, as determined by the Compensation Committee after the end of the three-year performance period.
|
/s/ Joseph F. Woody
|
|
Joseph F. Woody
Chief Executive Officer
|
|
|
Printed Name:
|
ARJUN SARKER
|
|
Signature:
|
/s/ Arjun Sarker
|
|
Date:
|
23 March 2018
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Halyard Health, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 2, 2018
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/s/ Joseph F. Woody
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|
|
Joseph F. Woody
Chief Executive Officer
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1.
|
I have reviewed this quarterly report on Form 10-Q of Halyard Health, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 2, 2018
|
|
/s/ Steven E. Voskuil
|
|
|
Steven E. Voskuil
Chief Financial Officer
|
(1)
|
the Form 10-Q, filed with the Securities and Exchange Commission on
May 2, 2018
(“accompanied report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the accompanied report fairly presents, in all material respects, the financial condition and results of operations of
Halyard Health, Inc.
|
Date: May 2, 2018
|
|
/s/ Joseph F. Woody
|
|
|
Joseph F. Woody
Chief Executive Officer
|
(1)
|
the Form 10-Q, filed with the Securities and Exchange Commission on
May 2, 2018
(“accompanied report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the accompanied report fairly presents, in all material respects, the financial condition and results of operations of
Halyard Health, Inc.
|
Date: May 2, 2018
|
|
/s/ Steven E. Voskuil
|
|
|
Steven E. Voskuil
Chief Financial Officer
|