10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on October 25, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________________________
FORM
______________________________________________________________________________________________
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
______________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
______________________________________________________________________________________________
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
______________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Accelerated Filer |
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Non-Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes ¨ No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
At October 21, 2019, there were
RESMED INC. AND SUBSIDIARIES
Index
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Part I |
3 |
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Item 1 |
3 |
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3 |
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4 |
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Condensed Consolidated Statements of Comprehensive Income (Unaudited) |
5 |
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Condensed Consolidated Statements of Changes in Equity (Unaudited) |
6 |
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8 |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
9 |
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
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Item 3 |
28 |
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Item 4 |
30 |
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Part II |
31 |
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Item 1 |
31 |
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Item 1A |
31 |
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Item 2 |
31 |
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Item 3 |
32 |
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Item 4 |
32 |
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Item 5 |
32 |
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Item 6 |
33 |
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34 |
Item 1. Financial Statements
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(In US$ and in thousands, except share and per share data)
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September 30, |
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June 30, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Inventories (note 3) |
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Prepaid expenses and other current assets |
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Total current assets |
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Non-current assets: |
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Property, plant and equipment, net (note 3) |
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Operating lease right-of-use assets (note 9) |
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81,650 |
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- |
Goodwill (note 4) |
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Other intangible assets, net (note 3) |
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Deferred income taxes |
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Prepaid taxes and other non-current assets |
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Total non-current assets |
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Total assets |
$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
$ |
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$ |
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Accrued expenses |
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Operating lease liabilities, current (note 9) |
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- |
Deferred revenue |
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Income taxes payable (note 6) |
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Short-term debt, net (note 8) |
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Total current liabilities |
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Non-current liabilities: |
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Deferred revenue |
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Deferred income taxes |
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Operating lease liabilities, non-current (note 9) |
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65,838 |
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- |
Other long-term liabilities |
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Long-term debt, net (note 8) |
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Long-term income taxes payable (note 6) |
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Total non-current liabilities |
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Total liabilities |
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Commitments and contingencies (note 12) |
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Stockholders’ equity: (note 10) |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Treasury stock, at cost, |
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( |
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( |
Accumulated other comprehensive loss |
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( |
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( |
Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ |
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$ |
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RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Unaudited)
(In US$ and in thousands, except per share data)
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Three Months Ended |
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2019 |
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2018 |
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Net revenue |
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$ |
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$ |
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Cost of sales (excluding amortization of acquired intangible assets) |
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Gross profit |
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Operating expenses: |
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Selling, general and administrative |
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Research and development |
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Amortization of acquired intangible assets |
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Total operating expenses |
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Income from operations |
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Other income (loss), net: |
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Interest income |
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Interest expense |
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( |
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( |
Loss attributable to equity method investments (note 5) |
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( |
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- |
Other, net |
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( |
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( |
Total other income (loss), net |
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( |
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( |
Income before income taxes |
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Income taxes |
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Net income |
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$ |
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$ |
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Basic earnings per share (note 11) |
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$ |
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$ |
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Diluted earnings per share (note 11) |
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$ |
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$ |
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Dividend declared per share |
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$ |
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$ |
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Basic shares outstanding (000's) |
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Diluted shares outstanding (000's) |
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RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In US$ and in thousands)
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Three Months Ended |
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2019 |
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2018 |
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Net income |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation (loss) gain adjustments |
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( |
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( |
Comprehensive income |
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$ |
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$ |
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RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In US$ and in thousands)
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Common Stock |
Additional |
Treasury Stock |
Retained |
Accumulated |
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Shares |
Amount |
Capital |
Shares |
Amount |
Earnings |
Income (Loss) |
Total |
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Balance, June 30, 2019 |
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$ |
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$ |
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( |
$ |
( |
$ |
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$ |
( |
$ |
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Common stock issued on exercise of options |
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- |
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- |
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- |
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- |
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- |
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Common stock issued on vesting of restricted stock units, net of shares withheld for tax |
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- |
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( |
- |
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- |
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- |
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- |
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( |
Stock-based compensation costs |
- |
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- |
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- |
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- |
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- |
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- |
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Other comprehensive income |
- |
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- |
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- |
- |
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- |
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- |
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( |
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( |
Net income |
- |
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- |
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- |
- |
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- |
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- |
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Dividends declared |
- |
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- |
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- |
- |
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- |
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( |
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- |
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( |
Balance, September 30, 2019 |
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$ |
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$ |
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( |
$ |
( |
$ |
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$ |
( |
$ |
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RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In US$ and in thousands)
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Common Stock |
Additional Paid-in |
Treasury Stock |
Retained |
Accumulated Other Comprehensive |
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Shares |
Amount |
Capital |
Shares |
Amount |
Earnings |
Income (Loss) |
Total |
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Balance, June 30, 2018 |
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$ |
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$ |
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( |
$ |
( |
$ |
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$ |
( |
$ |
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Common stock issued on exercise of options |
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- |
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- |
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- |
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- |
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- |
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Common stock issued on vesting of restricted stock units, net of shares withheld for tax |
|
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- |
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( |
- |
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- |
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- |
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- |
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( |
Treasury stock purchases |
- |
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( |
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- |
( |
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( |
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- |
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- |
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( |
Stock-based compensation costs |
- |
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- |
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- |
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- |
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- |
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- |
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Other comprehensive income |
- |
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- |
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- |
- |
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- |
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- |
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( |
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( |
Net income |
- |
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- |
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- |
- |
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- |
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- |
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Cumulative effect of change in accounting |
- |
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- |
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- |
- |
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- |
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( |
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- |
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( |
Dividends declared |
- |
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- |
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- |
- |
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- |
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( |
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- |
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( |
Balance, September 30, 2018 |
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$ |
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$ |
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( |
$ |
( |
$ |
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$ |
( |
$ |
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RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In US$ and in thousands)
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Three Months Ended |
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2019 |
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2018 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustment to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of right-of-use-assets |
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- |
Stock-based compensation costs |
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Loss attributable to equity method investments (note 5) |
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- |
Impairment of equity investments (note 5) |
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Changes in fair value of business combination contingent consideration |
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( |
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( |
Changes in operating assets and liabilities, net of effect of acquisitions: |
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Accounts receivable |
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Inventories |
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( |
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( |
Prepaid expenses, net deferred income taxes and other current assets |
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( |
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( |
Accounts payable, accrued expenses and other |
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( |
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( |
Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
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( |
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( |
Patent registration costs |
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( |
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( |
Business acquisitions, net of cash acquired (note 13) |
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- |
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( |
Purchases of investments (note 5) |
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( |
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( |
Payments on maturity of foreign currency contracts |
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( |
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( |
Net cash used in investing activities |
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( |
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( |
Cash flows from financing activities: |
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Proceeds from issuance of common stock, net |
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Taxes paid related to net share settlement of equity awards |
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( |
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( |
Purchases of treasury stock |
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- |
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( |
Payments of business combination contingent consideration |
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( |
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( |
Proceeds from borrowings, net of borrowing costs |
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Repayment of borrowings |
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( |
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( |
Dividends paid |
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( |
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( |
Net cash provided by (used in) financing activities |
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( |
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Effect of exchange rate changes on cash |
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( |
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( |
Net increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Income taxes paid, net of refunds |
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$ |
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