April 26, 2018 - EX-99.1 - 8-K: Current report filing

Exhibit 99.1




For investors:		For media:
David Pendarvis		Jayme Rubenstein
+1 858.836.5000		+1 858.836.6798
investorrelations@resmed.com		news@resmed.com

ResMed Inc. Announces Results for the Third Quarter of Fiscal Year 2018

Revenue increased 15% to $591.6 million; up 10% on a constant currency basis

Net income increased by 25%; non-GAAP net income up 32%

GAAP diluted earnings per share of $0.76; non-GAAP diluted earnings per share of $0.92

Operating cash flow of $149.1 million in the third quarter

SAN DIEGO April 26, 2018 ResMed (NYSE: RMD, ASX: RMD) today announced results for its quarter ended March 31, 2018. Revenue for the quarter was $591.6 million, a 15 percent increase compared to the same period of the prior year.

We had a strong quarter, with solid revenue growth at the top line, and operating leverage improving the bottom line, said ResMed CEO Mick Farrell. Our cloud-connected medical device strategy is succeeding; the major markets for our sleep business are adopting remote monitoring systems, which plays to the strength of our offerings. Our mask business performed well across all markets, and our cloud-based software-as-a-service business also grew rapidly in Q3.

We believe we are well-positioned, Farrell said. We continue to innovate. We are improving our existing products and solutions, and have a robust pipeline for the future.

Analysis of third quarter results

Third quarter revenue in the United States, Canada and Latin America, excluding Brightree, was $317.5 million, a 7 percent increase over the same period of the prior year. Brightree revenue for the third quarter was $39.9 million, an increase of 14 percent compared to the same period of the prior year. Revenue in combined Europe, Asia and other markets was $234.2 million, an increase of 16 percent on a constant currency basis, compared to the same period of the prior year.

Gross margin in the third quarter was 58.2 percent, lower than the prior years quarter gross margin of 58.3 percent, mainly due to declines in average selling prices, which were partially offset by manufacturing and procurement efficiencies.

Income from operations for the quarter was $136.4 million, a 27 percent increase compared with the quarter ended March 31, 2017. Non-GAAP income from operations for the quarter was $159.0 million, a 25 percent increase compared to the same period of the prior year.

Selling, general and administrative expenses were $147.9 million, a 7 percent increase over the same period in the prior year, or a 3 percent increase on a constant currency basis. SG&A expenses improved to 25.0 percent of revenue in the quarter, compared with 26.8 percent reported in the quarter ended March 31, 2017.

Research and development expenses were $37.4 million, or 6.3 percent of revenue. R&D expenses increased by 7 percent compared with the same period last year, or a 4 percent increase on a constant currency basis.

Amortization of acquired intangible assets was $11.7 million during the quarter, which is consistent with the same period last year. Stock-based compensation costs incurred during the quarter of $12.0 million consisted of expenses associated with employee equity grants and ResMeds employee stock purchase plan.

Net income for the quarter was $110.1 million, a 25 percent increase compared to the same period of the prior year. Non-GAAP net income was $132.5 million, a 32 percent increase compared to the prior year.

Non-GAAP measures adjust for amortization of acquired intangibles, the impact of U.S. tax reform on income tax expense, restructuring expenses, litigation settlement expenses, acquisition-related expenses and the Astral battery field safety notification expenses.

GAAP diluted earnings per share for the quarter increased by 23 percent to $0.76. Non-GAAP diluted earnings per share of $0.92 were 30 percent higher compared with the same period of the prior year.

Cash flow from operations for the quarter was $149.1 million compared to net income in the current quarter of $110.1 million. During the quarter ResMed paid $50.0 million in dividends.

Impact of U.S. tax reform on income tax expense

On December 22, 2017, H.R.1, originally known as the Tax Cuts and Jobs Act, was enacted into law (U.S. tax reform). ASC 740 Income Taxes requires companies to recognize the effect of any tax laws during the period in which they are enacted. Accordingly, during the quarter ended December 31, 2017, ResMed performed preliminary calculations which have been refined during the current quarter. Based on these refinements and additional guidance from the U.S. Internal Revenue Service, ResMed recognized additional income tax expense of $5.6 million during the three months ended March 31, 2018, for a total income tax expense of $132.2 million during the nine months ended March 31, 2018.

The U.S. tax reform significantly revises the U.S. corporate income tax by, among other things, imposing a one-time transition tax on unremitted foreign earnings, lowering the corporate income tax rate from 35 percent to 21 percent and implementing a territorial tax system in regard to foreign earnings. The one-time transition tax on unremitted foreign earnings results in additional income tax expense of $5.6 million for the three months ended March 31, 2018, and $125.5 million for the nine months ended March 31, 2018. ResMed recorded $11.4 million in income taxes payable and $114.1 million as long-term income taxes payable for the transition tax. The lower corporate tax rate reduces net deferred tax assets by $6.7 million and increases income tax expense by $6.7 million for the nine months ended March 31, 2018. The amounts recorded as part of U.S. tax reform should be considered provisional and may continue to be revised through ResMeds quarter ending December 31, 2018.

Australian Taxation Office audit update

In connection with the audit by the Australian Taxation Office (ATO) for the tax years 2009 through 2013, ResMed received Notices of Amended Assessments in March 2018. Based on these assessments, the ATO is asserting that ResMed owes $151.7 million in additional income tax and $38.4 million in accrued interest. In April 2018, ResMed agreed to a payment arrangement with the ATO to pay $75.9 million, 50 percent of the additional assessed tax, with the remaining amounts only due if it is unsuccessful in defending its position. ResMed does not agree with the ATOs assessments and intends to pursue administrative and legal steps to defend its position. ResMed continues to believe it will be successful in defending its position and therefore has not recognized any income tax expense in relation to these assessments. At March 31, 2018, ResMed recorded a liability of $75.9 million in short-term income taxes payable, which was offset by an equivalent asset recorded in other long-term assets.

Debt refinancing

On April 16, 2018, ResMed entered into a new unsecured syndicated facility (Facility) that provides for an $800 million five-year revolving Credit Facility and a $200 million five-year Term Loan. The proceeds from the initial funding of the Term Loan were used to repay a portion of the outstanding balance of the Credit Facility. As a result of the refinancing, ResMed has classified the outstanding balance at March 31, 2018, as long-term debt.

Share repurchase program

During the quarter, ResMed repurchased 200,000 shares at a cost of $19.4 million, as part of its ongoing capital management program.

Dividend program

The ResMed board of directors today declared a quarterly cash dividend of $0.35 per share. The dividend will have a record date of May 10, 2018, payable on June 14, 2018. The dividend will be paid in U.S. currency to holders of ResMeds common stock trading on the New York Stock Exchange. Holders of Chess Depositary Instruments trading on the Australian Securities Exchange will receive an equivalent amount in Australian currency, based on the exchange rate on the record date, and reflecting the 10:1 ratio between CDIs and NYSE shares. The ex-dividend date will be May 9, 2018, for common stock holders and for CDI holders. ResMed has received a waiver from the ASXs settlement operating rules, which will allow ResMed to defer processing conversions between its common stock and CDI registers from May 9, 2018, through May 10, 2018, inclusive.

Webcast details

ResMed will discuss its third quarter fiscal year 2018 results on its webcast at 1:30 p.m. U.S. Pacific Time today. The live webcast of the call can be accessed on ResMeds Investor Relations website at investor.resmed.com. Please go to this section of the website and click on the icon for the Q3 2018 earnings webcast to register and listen to the live webcast. A replay of the earnings webcast will be accessible on ResMeds website approximately two hours after the live webcast. In addition, a telephone replay of the conference call will be available approximately two hours after the webcast by dialing +1 800.585.8367 (U.S.) and +1 416.621.4642 (outside U.S.) and entering a passcode of 7899017. The telephone replay will be available until May 10, 2018.

About ResMed

ResMed (NYSE: RMD, ASX: RMD), a world-leading connected health company with more than 5 million cloud-connected devices for daily remote patient monitoring, changes lives with every breath. Its award-winning devices and software solutions help treat and manage sleep apnea, chronic obstructive pulmonary disease and other respiratory conditions. Its 6,000-member team strives to improve patients quality of life, reduce the impact of chronic disease and save healthcare costs in more than 120 countries.

Safe harbor statement

Statements contained in this release that are not historical facts are forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995. These forward-looking statements including statements regarding ResMeds projections of future revenue or earnings, expenses, new product development, new product launches, new markets for its products, litigation, and tax outlook are subject to risks and uncertainties, which could cause actual results to materially differ from those projected or implied in the forward-looking statements. Additional risks and uncertainties are discussed in ResMeds periodic reports on file with the U.S. Securities & Exchange Commission. ResMed does not undertake to update its forward-looking statements.

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RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income (Unaudited)

(In thousands, except per share data)


	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017
Net revenue	$	591,634		$	514,204		$	1,716,566		$	1,510,051
Cost of sales		247,339			214,490			716,874			627,012
Astral field safety notification expenses ⁽¹⁾											5,070

Gross profit		344,295			299,714			999,692			877,969

Operating expenses:
Selling, general and administrative		147,893			137,864			443,559			406,028
Research and development		37,434			35,130			115,492			107,761
Amortization of acquired intangible assets ⁽¹⁾		11,673			11,378			34,772			34,809
Restructuring expenses ⁽¹⁾		10,922			7,945			10,922			12,358
Litigation settlement expenses ⁽¹⁾											8,500
Acquisition related expenses ⁽¹⁾											10,076

Total operating expenses		207,922			192,317			604,745			579,532

Income from operations ⁽¹⁾		136,373			107,397			394,947			298,437

Other income (expenses), net:
Interest income (expense), net		(3,491	)		(2,911	)		(9,196	)		(7,841	)
Other, net		(2,739	)		3,504			(5,357	)		6,525

Total other income (expenses), net		(6,230	)		593			(14,553	)		(1,316	)

Income before income taxes		130,143			107,990			380,394			297,121
Income taxes ⁽¹⁾		20,018			20,167			174,617			56,449

Net income ⁽¹⁾	$	110,125		$	87,823		$	205,777		$	240,672

Basic earnings per share	$	0.77		$	0.62		$	1.44		$	1.70
Diluted earnings per share	$	0.76		$	0.62		$	1.43		$	1.69
Non-GAAP diluted earnings per share ⁽¹⁾	$	0.92		$	0.71		$	2.58		$	2.05
Basic shares outstanding		142,898			141,714			142,688			141,266
Diluted shares outstanding		143,985			142,724			143,895			142,363

(1)

See the reconciliation of non-GAAP financial measures in the table at the end of the press release.

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RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited - In thousands)


	March 31, 2018			June 30, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	704,281		$	821,935
Accounts receivable, net		498,425			450,530
Inventories		288,703			268,319
Prepayments and other current assets		112,997			103,219

Total current assets		1,604,406			1,644,003

Property, plant and equipment, net		397,981			394,241
Goodwill		1,080,948			1,064,874
Other intangibles, net		228,223			261,800
Deferred income taxes and other non-current assets		222,650			103,569

Total non-current assets		1,929,802			1,824,484

Total assets	$	3,534,208		$	3,468,487

LIABILITIES AND STOCKHOLDERS EQUITY:
Current liabilities:
Accounts payable		88,157			92,763
Accrued expenses		190,733			186,295
Deferred revenue		58,001			51,918
Income taxes payable		124,569			29,150

Total current liabilities		461,460			360,126

Non-current liabilities:
Deferred revenue		66,834			53,235
Deferred income taxes		12,758			13,822
Other long term liabilities		2,473			2,427
Long-term debt		810,000			1,078,611
Long-term income taxes payable		113,719

Total non-current liabilities		1,005,784			1,148,095

Total liabilities		1,467,244			1,508,221

STOCKHOLDERS EQUITY:
Common stock		571			569
Additional paid-in capital		1,424,027			1,379,130
Retained earnings		2,372,487			2,316,237
Treasury stock		(1,574,508	)		(1,546,611	)
Accumulated other comprehensive income		(155,613	)		(189,059	)

Total stockholders equity	$	2,066,964		$	1,960,266

Total liabilities and stockholders equity	$	3,534,208		$	3,468,487

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RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited - In thousands)


	Nine Months Ended March 31,
	2018			2017
Cash flows from operating activities:
Net income	$	205,777		$	240,672
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		88,256			83,989
Stock-based compensation costs		35,933			34,263
Impairment of cost-method investments		3,620			588
Changes in fair value of business combination contingent consideration		383			10,076
Payment of business combination contingent consideration					(8,460	)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable, net		(39,421	)		(32,793	)
Inventories, net		(11,146	)		(38,146	)
Prepaid expenses, net deferred income taxes and other current assets		(72,332	)		(28,554	)
Accounts payable, accrued expenses and other		164,540			12,105

Net cash provided by operating activities		375,610			273,740

Cash flows from investing activities:
Purchases of property, plant and equipment		(44,961	)		(43,857	)
Patent registration costs		(6,743	)		(6,980	)
Business acquisitions, net of cash acquired		(482	)		(3,394	)
Investments in cost-method investments		(6,445	)		(6,464	)
Proceeds / (Payments) on maturity of foreign currency contracts		(4,667	)		10,085

Net cash used in investing activities		(63,298	)		(50,610	)

Cash flows from financing activities:
Proceeds from issuance of common stock, net		9,603			15,255
Purchases of treasury stock		(27,897	)
Payment of business combination contingent consideration		(205	)		(11,682	)
Proceeds from borrowings, net of borrowing costs		120,000			350,000
Repayment of borrowings		(390,000	)		(355,000	)
Dividends paid		(149,527	)		(139,546	)

Net cash (used in) / provided by financing activities		(438,026	)		(140,973	)

Effect of exchange rate changes on cash		8,060			13,719

Net increase / (decrease) in cash and cash equivalents		(117,654	)		95,876
Cash and cash equivalents at beginning of period		821,935			731,434

Cash and cash equivalents at end of period	$	704,281		$	827,310

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Reconciliation of Non-GAAP Financial Measures (Unaudited)

(In US$ thousands, except share and per share data)

The measure, non-GAAP income from operations is reconciled with GAAP income from operations below:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
GAAP income from operations	$	136,373	$	107,397	$	394,947	$	298,437
Amortization of acquired intangible assets ^(A)		11,673		11,378		34,772		34,809
Restructuring expenses ^(A)		10,922		7,945		10,922		12,358
Litigation settlement expenses ^(A)								8,500
Acquisition related expenses ^(A)								10,076
Astral battery field safety notification expenses ^(A)								5,070

Non-GAAP income from operations	$	158,968	$	126,720	$	440,641	$	369,250

The measures non-GAAP net income and non-GAAP diluted earnings per share are reconciled with GAAP net income and GAAP diluted earnings per share in the table below:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017
GAAP net income	$	110,125	$	87,823	$	205,777	$	240,672
Amortization of acquired intangible assets, net of tax^(A)		8,483		7,704		25,260		23,679
U.S. tax reform transition impact^(A)		5,621				125,501
U.S. tax reform impact on deferred taxes^(A)						6,723
Restructuring expenses, net of tax ^(A)		8,316		5,210		8,316		8,295
Litigation settlement expenses, net of tax ^(A)								5,392
Acquisition related expenses ^(A)								10,076
Astral battery field safety notification expenses ^(A)								3,549

Non-GAAP net income ^(A)	$	132,545	$	100,737	$	371,577	$	291,663

Diluted shares outstanding		143,985		142,724		143,895		142,363

GAAP diluted earnings per share	$	0.76	$	0.62	$	1.43	$	1.69

Non-GAAP diluted earnings per share ^(A)	$	0.92	$	0.71	$	2.58	$	2.05

^(A)

ResMed adjusts for the impact of the amortization of acquired intangibles, impact of U.S. tax reform, restructuring expenses, litigation settlement expenses, acquisition-related expenses and the Astral battery field safety notification expenses, from its evaluation of ongoing operations and believes investors benefit from adjusting these items to facilitate a more meaningful evaluation of current operating performance.

ResMed believes that non-GAAP diluted earnings per share is an additional measure of performance investors can use to compare operating results between reporting periods. ResMed uses non-GAAP information internally in planning, forecasting and evaluating the results of operations in the current period and in comparing it to past periods. ResMed believes this information provides investors better insight in evaluating ResMeds performance from core operations and provides consistent financial reporting. ResMeds use of non-GAAP measures is intended to supplement, and not to replace, its presentation of net income and other GAAP measures. Like all non-GAAP measures, non-GAAP earnings are subject to inherent limitations because they do not include all the expenses that must be included under GAAP.

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Form: 8-K

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