10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on April 30, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________________________________________________
FORM
______________________________________________________________________________________________
(Mark One)
|
|
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
|
|
¨ |
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:
|
|
|
|
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
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):
|
|
|
|
|
|
|
|||
|
x |
|
Accelerated Filer |
|
¨ |
||||
Non-Accelerated Filer |
|
¨ |
|
Smaller Reporting Company |
|
||||
Emerging Growth Company |
|
|
|
|
|
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
At April 26, 2021, there were
RESMED INC. AND SUBSIDIARIES
Index
|
|
|
|
Part I |
3 |
||
|
|
|
|
Item 1 |
3 |
||
|
|
|
|
|
3 |
||
|
|
|
|
|
4 |
||
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income (Unaudited) |
5 |
|
|
|
|
|
|
Condensed Consolidated Statements of Changes in Equity (Unaudited) |
6 |
|
|
|
|
|
|
8 |
||
|
|
|
|
|
Notes to the Condensed Consolidated Financial Statements (Unaudited) |
9 |
|
|
|
|
|
Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
18 |
|
|
|
|
|
Item 3 |
30 |
||
|
|
|
|
Item 4 |
32 |
||
|
|
|
|
Part II |
33 |
||
|
|
|
|
Item 1 |
33 |
||
|
|
|
|
Item 1A |
33 |
|
|
|
|
|
|
Item 2 |
33 |
||
|
|
|
|
Item 3 |
34 |
||
|
|
|
|
Item 4 |
34 |
|
|
|
|
|
|
Item 5 |
34 |
||
|
|
|
|
Item 6 |
35 |
||
|
|
|
|
|
36 |
Item 1. Financial Statements
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(In US$ and in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
June 30, |
||
Assets |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
$ |
|
|
$ |
|
Accounts receivable, net of allowances of $ |
|
|
|
|
|
Inventories (note 3) |
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
|
Total current assets |
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
Property, plant and equipment, net (note 3) |
|
|
|
|
|
Operating lease right-of-use assets |
|
|
|
|
|
Goodwill (note 4) |
|
|
|
|
|
Other intangible assets, net (note 3) |
|
|
|
|
|
Deferred income taxes |
|
|
|
|
|
Prepaid taxes and other non-current assets |
|
|
|
|
|
Total non-current assets |
|
|
|
|
|
Total assets |
$ |
|
|
$ |
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accounts payable |
$ |
|
|
$ |
|
Accrued expenses |
|
|
|
|
|
Operating lease liabilities, current |
|
|
|
|
|
Deferred revenue |
|
|
|
|
|
Income taxes payable (note 6) |
|
|
|
|
|
Short-term debt, net (note 8) |
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
Deferred revenue |
|
|
|
|
|
Deferred income taxes |
|
|
|
|
|
Operating lease liabilities, non-current |
|
|
|
|
|
Other long-term liabilities |
|
|
|
|
|
Long-term debt, net (note 8) |
|
|
|
|
|
Long-term income taxes payable (note 6) |
|
|
|
|
|
Total non-current liabilities |
|
|
|
|
|
Total liabilities |
|
|
|
|
|
Commitments and contingencies (note 10) |
|
|
|
||
Stockholders’ equity: |
|
|
|
|
|
Preferred stock, $ |
|
|
|
|
|
Common stock, $ |
|
|
|
|
|
Additional paid-in capital |
|
|
|
|
|
Retained earnings |
|
|
|
|
|
Treasury stock, at cost, |
|
( |
|
|
( |
Accumulated other comprehensive loss |
|
( |
|
|
( |
Total stockholders’ equity |
|
|
|
|
|
Total liabilities and stockholders’ equity |
$ |
|
|
$ |
|
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(In US$ and in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||
Net revenue - Sleep and Respiratory Care products |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Net revenue - Software as a Service |
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales - Sleep and Respiratory Care products |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales - Software as a Service |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales (exclusive of amortization shown separately below) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquired intangible assets - Sleep and Respiratory Care products |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquired intangible assets - Software as a Service |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquired intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
Total cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of acquired intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring expenses (note 11) |
|
|
- |
|
|
- |
|
|
|
|
|
- |
Litigation settlement expenses |
|
|
- |
|
|
- |
|
|
- |
|
|
( |
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
|
|
|
|
|
|
|
|
|
|
Other income (loss), net: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
Loss attributable to equity method investments (note 5) |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
Other, net |
|
|
|
|
|
( |
|
|
|
|
|
( |
Total other income (loss), net |
|
|
( |
|
|
( |
|
|
( |
|
|
( |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
( |
|
$ |
|
|
$ |
|
|
$ |
|
Basic earnings (loss) per share (note 9) |
|
$ |
( |
|
$ |
|
|
$ |
|
|
$ |
|
Diluted earnings (loss) per share (note 9) |
|
$ |
( |
|
$ |
|
|
$ |
|
|
$ |
|
Dividend declared per share |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Basic shares outstanding (000's) |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares outstanding (000's) |
|
|
|
|
|
|
|
|
|
|
|
|
0
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In US$ and in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||
Net income (loss) |
|
$ |
( |
|
$ |
|
|
$ |
|
|
$ |
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation (loss) gain adjustments |
|
|
( |
|
|
( |
|
|
|
|
|
( |
Comprehensive income (loss) |
|
$ |
( |
|
$ |
|
|
$ |
|
|
$ |
|
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(In US$ and in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
Additional |
Treasury Stock |
Retained |
Accumulated |
|
|
|||||||
|
Shares |
Amount |
Capital |
Shares |
Amount |
Earnings |
Income (Loss) |
Total |
||||||
Balance, June 30, 2020 |
|
$ |
|
$ |
|
( |
$ |
( |
$ |
|
$ |
( |
$ |
|
Common stock issued on exercise of options |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
Common stock issued on vesting of restricted stock units, net of shares withheld for tax |
|
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
Stock-based compensation costs |
- |
|
- |
|
|
- |
|
- |
|
- |
|
- |
|
|
Other comprehensive income |
- |
|
- |
|
- |
- |
|
- |
|
- |
|
|
|
|
Cumulative effect adjustment from adoption of the credit loss standard, net of tax |
- |
|
- |
|
- |
- |
|
- |
|
( |
|
- |
|
( |
Net income |
- |
|
- |
|
- |
- |
|
- |
|
|
|
- |
|
|
Dividends declared |
- |
|
- |
|
- |
- |
|
- |
|
( |
|
- |
|
( |
Balance, September 30, 2020 |
|
$ |
|
$ |
|
( |
$ |
( |
$ |
|
$ |
( |
$ |
|
Common stock issued on exercise of options |
|
|
- |
|
|