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RESMED INC - Quarter Report: 2021 December (Form 10-Q)

rmd-20211231x10q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________________________________

FORM 10-Q

 

______________________________________________________________________________________________

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2021

 

 

¨

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: 001-15317

______________________________________________________________________________________________

ResMed Inc.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________

Delaware

(State or other jurisdiction of incorporation or organization)

98-0152841

(I.R.S. Employer Identification No.)

9001 Spectrum Center Blvd.

San Diego, CA 92123

United States of America

(Address of principal executive offices, including zip code)

(858) 836-5000

(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

Common Stock, par value $0.004 per share

RMD

New York Stock Exchange

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  x    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 such files).    

Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.:

Large Accelerated Filer

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   x

At January 24, 2022 there were 146,234,244 shares of Common Stock ($0.004 par value) outstanding. This number excludes 41,836,234 shares held by the registrant as treasury shares. 


RESMED INC. AND SUBSIDIARIES

Index

Part I

Financial Information

3

Item 1

Financial Statements

3

Condensed Consolidated Balance Sheets (Unaudited)

3

Condensed Consolidated Statements of Operations (Unaudited)

4

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

5

Condensed Consolidated Statements of Changes in Equity (Unaudited)

6

Condensed Consolidated Statements of Cash Flows (Unaudited)

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

Quantitative and Qualitative Disclosures About Market Risk

30

Item 4

Controls and Procedures

32

Part II

Other Information

33

Item 1

Legal Proceedings

33

Item 1A

Risk Factors

33

  

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3

Defaults Upon Senior Securities

33

Item 4

Mine Safety Disclosures

33

  

Item 5

Other Information

33

Item 6

Exhibits

34

Signatures

35

 

2


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1

Item 1. Financial Statements

RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

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

December 31,
2021

June 30,
2021

Assets

Current assets:

Cash and cash equivalents

$

194,476 

$

295,278 

Accounts receivable, net of allowances of $28,215 and $32,138
  at December 31, 2021 and June 30, 2021, respectively

526,036 

614,292 

Inventories (note 3)

592,146 

457,033 

Prepaid taxes

89,229 

72,409 

Prepaid expenses and other current assets

145,353 

135,745 

Total current assets

1,547,240 

1,574,757 

Non-current assets:

Property, plant and equipment, net (note 3)

477,778 

463,490 

Operating lease right-of-use assets

146,045 

128,575 

Goodwill (note 4)

1,951,459 

1,927,901 

Other intangible assets, net (note 3)

372,013 

392,582 

Deferred income taxes

74,669 

79,904 

Prepaid taxes and other non-current assets

165,538 

160,916 

Total non-current assets

3,187,502 

3,153,368 

Total assets

$

4,734,742 

$

4,728,125 

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

163,369 

$

138,008 

Accrued expenses

286,803 

320,599 

Operating lease liabilities, current

23,912 

23,585 

Deferred revenue

111,647 

109,611 

Income taxes payable (note 6)

23,333 

307,963 

Short-term debt, net (note 8)

12,000 

12,000 

Total current liabilities

621,064 

911,766 

Non-current liabilities:

Deferred revenue

94,427 

91,496 

Deferred income taxes

12,873 

11,319 

Operating lease liabilities, non-current

132,970 

114,779 

Other long-term liabilities

6,350 

6,802 

Long-term debt, net (note 8)

667,979 

643,351 

Long-term income taxes payable (note 6)

53,244 

62,933 

Total non-current liabilities

967,843 

930,680 

Total liabilities

1,588,907 

1,842,446 

Commitments and contingencies (note 10)

 

 

Stockholders’ equity:

Preferred stock, $0.01 par value, 2,000,000 shares authorized; none issued

-

-

Common stock, $0.004 par value, 350,000,000 shares authorized;
  188,048,404 issued and 146,212,170 outstanding at December 31, 2021 and
  187,484,592 issued and 145,648,358 outstanding at June 30, 2021

585 

583 

Additional paid-in capital

1,629,031 

1,622,199 

Retained earnings

3,362,570 

3,079,640 

Treasury stock, at cost, 41,836,234 shares at December 31, 2021 and June 30, 2021

(1,623,256)

(1,623,256)

Accumulated other comprehensive loss

(223,095)

(193,487)

Total stockholders’ equity

3,145,835 

2,885,679 

Total liabilities and stockholders’ equity

$

4,734,742 

$

4,728,125 

 

See the accompanying notes to the unaudited condensed consolidated financial statements.

3


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

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

Three Months Ended
December 31,

Six Months Ended
December 31,

2021

2020

2021

2020

Net revenue - Sleep and Respiratory Care products

$

795,840 

$

708,178 

$

1,602,339 

$

1,367,979 

Net revenue - Software as a Service

99,034 

91,833 

196,551 

183,976 

Net revenue

894,874 

800,011 

1,798,890 

1,551,955 

Cost of sales - Sleep and Respiratory Care products

343,194 

293,862 

692,876 

562,852 

Cost of sales - Software as a Service

36,131 

32,502 

73,117 

64,816 

Cost of sales (exclusive of amortization shown separately below)

379,325 

326,364 

765,993 

627,668 

Amortization of acquired intangible assets - Sleep and Respiratory Care products

1,072 

1,140 

1,972 

3,095 

Amortization of acquired intangible assets - Software as a Service

10,159 

10,024 

20,317 

20,048 

Amortization of acquired intangible assets

11,231 

11,164 

22,289 

23,143 

Total cost of sales

390,556 

337,528 

788,282 

650,811 

Gross profit

504,318 

462,483 

1,010,608 

901,144 

 

Selling, general, and administrative

185,362 

169,470 

362,082 

328,459 

Research and development

62,507 

54,935 

122,457 

109,468 

Amortization of acquired intangible assets

7,738 

7,689 

15,445 

15,932 

Restructuring expenses (note 11)

-

8,673 

-

8,673 

Total operating expenses

255,607 

240,767 

499,984 

462,532 

Income from operations

248,711 

221,716 

510,624 

438,612 

Other income (loss), net:

Interest (expense) income, net

(5,948)

(5,792)

(11,308)

(12,517)

Loss attributable to equity method investments (note 5)

(1,914)

(2,640)

(3,300)

(4,928)

Gain (loss) on equity investments (note 5)

(4,404)

(3,700)

1,208 

4,776 

Other, net

841 

1,008 

(1,150)

503 

Total other income (loss), net

(11,425)

(11,124)

(14,550)

(12,166)

Income before income taxes

237,286 

210,592 

496,074 

426,446 

Income taxes

35,535 

31,078 

90,710 

68,560 

Net income

$

201,751 

$

179,514 

$

405,364 

$

357,886 

Basic earnings per share (note 9)

$

1.38 

$

1.24 

$

2.78 

$

2.47 

Diluted earnings per share (note 9)

$

1.37 

$

1.23 

$

2.76 

$

2.45 

Dividend declared per share

$

0.42 

$

0.39 

$

0.84 

$

0.78 

Basic shares outstanding (000's)

145,990 

145,246 

145,835 

145,053 

Diluted shares outstanding (000's)

147,040 

146,421 

147,044 

146,350 

 0


See the accompanying notes to the unaudited condensed consolidated financial statements.

4


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In US$ and in thousands)

Three Months Ended
December 31,

Six Months Ended
December 31,

2021

2020

2021

2020

Net income

$

201,751 

$

179,514 

$

405,364 

$

357,886 

Other comprehensive income (loss):

Foreign currency translation (loss) gain adjustments

(6,092)

77,040 

(29,608)

120,831 

Comprehensive income

$

195,659 

$

256,554 

$

375,756 

$

478,717 

 

See the accompanying notes to the unaudited condensed consolidated financial statements.

5


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(In US$ and in thousands)

Common Stock

Additional
Paid-in

Treasury Stock

Retained

Accumulated
Other
Comprehensive

Shares

Amount

Capital

Shares

Amount

Earnings

Income (Loss)

Total

Balance, June 30, 2021

187,485 

$

583 

$

1,622,199 

(41,836)

$

(1,623,256)

$

3,079,640 

$

(193,487)

$

2,885,679 

Common stock issued on exercise of options

61 

-

4,354 

-

-

-

-

4,354 

Common stock issued on vesting of restricted stock units, net of shares withheld for tax

1 

-

(195)

-

-

-

-

(195)

Stock-based compensation costs

-

-

17,303 

-

-

-

-

17,303 

Other comprehensive income

-

-

-

-

-

-

(23,516)

(23,516)

Net income

-

-

-

-

-

203,613 

-

203,613 

Dividends declared ($0.42 per common share)

-

-

-

-

-

(61,189)

-

(61,189)

Balance, September 30, 2021

187,547 

$

583 

$

1,643,661 

(41,836)

$

(1,623,256)

$

3,222,064 

$

(217,003)

$

3,026,049 

Common stock issued on exercise of options

39 

-

2,378 

-

-

-

-

2,378 

Common stock issued on vesting of restricted stock units, net of shares withheld for tax

361 

2 

(49,832)

-

-

-

-

(49,830)

Common stock issued on employee stock purchase plan

101 

-

16,723 

-

-

-

-

16,723 

Stock-based compensation costs

-

-

16,101 

-

-

-

-

16,101 

Other comprehensive income

-

-

-

-

-

-

(6,092)

(6,092)

Net income

-

-

-

-

-

201,751 

-

201,751 

Dividends declared ($0.42 per common share)

-

-

-

-

-

(61,245)

-

(61,245)

Balance, December 31, 2021

188,048 

$

585 

$

1,629,031 

(41,836)

$

(1,623,256)

$

3,362,570 

$

(223,095)

$

3,145,835 


See the accompanying notes to the unaudited condensed consolidated financial statements.

6


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(In US$ and in thousands)

Common Stock

Additional
Paid-in

Treasury Stock

Retained

Accumulated
Other
Comprehensive

Shares

Amount

Capital

Shares

Amount

Earnings

Income (Loss)

Total

Balance, June 30, 2020

186,723 

$

580 

$

1,570,694 

(41,836)

$

(1,623,256)

$

2,832,991 

$

(283,982)

$

2,497,027 

Common stock issued on exercise of options

18 

-

1,026 

-

-

-

-

1,026 

Common stock issued on vesting of restricted stock units, net of shares withheld for tax

3 

-

227 

-

-

-

-

227 

Stock-based compensation costs

-

-

16,071 

-

-

-

-

16,071 

Other comprehensive income (loss)

-

-

-

-

-

-

43,791 

43,791 

Cumulative effect adjustment from adoption of the credit loss standard, net of tax

-

-

-

-

-

(1,143)

-

(1,143)

Net income

-

-

-

-

-

178,372 

-

178,372 

Dividends declared ($0.39 per common share)

-

-

-

-

-

(56,511)

-

(56,511)

Balance, September 30, 2020

186,744 

$

580 

$

1,588,018 

(41,836)

$

(1,623,256)

$

2,953,709 

$

(240,191)

$

2,678,860 

Common stock issued on exercise of options

29 

-

1,857 

-

-

-

-

1,857 

Common stock issued on vesting of restricted stock units, net of shares withheld for tax

451 

2 

(46,734)

-

-

-

-

(46,732)

Common stock issued on employee stock purchase plan

116 

-

15,729 

-

-

-

-

15,729 

Stock-based compensation costs

-

-

15,370 

-

-

-

-

15,370 

Other comprehensive income

-

-

-

-

-

-

77,040 

77,040 

Net income

-

-

-

-

-

179,514 

-

179,514 

Dividends declared ($0.39 per common share)

-

-

-

-

-

(56,654)

-

(56,654)

Balance, December 31, 2020

187,340 

$

582 

$

1,574,240 

(41,836)

$

(1,623,256)

$

3,076,569 

$

(163,151)

$

2,864,984 

 

See the accompanying notes to the unaudited condensed consolidated financial statements.

7


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In US$ and in thousands)

Six Months Ended
December 31,

2021

2020

Cash flows from operating activities:

Net income

$

405,364 

$

357,886 

Adjustment to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

79,891 

80,046 

Amortization of right-of-use assets

17,334 

17,911 

Stock-based compensation costs

33,404 

31,441 

Loss attributable to equity method investments (note 5)

3,300 

4,928 

(Gain) loss on equity investments (note 5)

(1,208)

(4,776)

Restructuring expenses (note 11)

-

8,673 

Changes in fair value of business combination contingent consideration

-

500 

Changes in operating assets and liabilities:

Accounts receivable

82,469 

(19,259)

Inventories

(139,249)

(34,212)

Prepaid expenses, net deferred income taxes and other current assets

(21,389)

(29,875)

Accounts payable, accrued expenses, income taxes payable and other

(305,694)

(99,348)

Net cash provided by operating activities

154,222 

313,915 

Cash flows from investing activities:

Purchases of property, plant and equipment

(57,747)

(48,443)

Patent registration and acquisition costs

(13,737)

(8,367)

Business acquisitions, net of cash acquired

(35,915)

(437)

Purchases of investments (note 5)

(12,364)

(14,446)

(Payments) / proceeds on maturity of foreign currency contracts

(5,419)

19,922 

Net cash used in investing activities

(125,182)

(51,771)

Cash flows from financing activities:

Proceeds from issuance of common stock, net

23,455 

18,614 

Taxes paid related to net share settlement of equity awards

(50,025)

(46,507)

Proceeds from borrowings, net of borrowing costs

160,000 

55,000 

Repayment of borrowings

(136,000)

(406,000)

Dividends paid

(122,434)

(113,165)

Net cash used in financing activities

(125,004)

(492,058)

Effect of exchange rate changes on cash

(4,838)

22,623 

Net decrease in cash and cash equivalents

(100,802)

(207,291)

Cash and cash equivalents at beginning of period

295,278 

463,156 

Cash and cash equivalents at end of period

$

194,476 

$

255,865 

Supplemental disclosure of cash flow information:

Income taxes paid, net of refunds

$

382,903 

$

138,247 

Interest paid

$

5,948 

$

12,766 

Fair value of assets acquired, excluding cash

$

8,986 

$

-

Liabilities assumed

(2,492)

-

Goodwill on acquisition

33,499 

-

Previously held equity interest

(4,078)

-

Cash paid for acquisitions

$

35,915 

$

-

 

 

See the accompanying notes to the unaudited condensed consolidated financial statements.

8


Table of Contents

 

PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

(1)      Summary of Significant Accounting Policies

Organization and Basis of Presentation

ResMed Inc. (referred to herein as “we”, “us”, “our” or the “Company”) is a Delaware corporation formed in March 1994 as a holding company for the ResMed Group. Through our subsidiaries, we design, manufacture and market equipment for the diagnosis and treatment of sleep-disordered breathing and other respiratory disorders, including obstructive sleep apnea. Our manufacturing operations are located in Australia, Singapore, Malaysia, France, China and the United States. Major distribution and sales sites are located in the United States, Germany, France, the United Kingdom, Switzerland, Australia, Japan, China, Finland, Norway and Sweden. We also operate a Software as a Service (“SaaS”) business in the United States that includes out-of-hospital software platforms designed to support the professionals and caregivers who help people stay healthy in the home or care setting of their choice.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and the rules of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2022.

The condensed consolidated financial statements for the three and six months ended December 31, 2021 and December 31, 2020 are unaudited and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K (our “Form 10-K”) for the year ended June 30, 2021.

Revenue Recognition

In accordance with Accounting Standard Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”, we account for a contract with a customer when there is a legally enforceable contract, the rights of the parties are identified, the contract has commercial substance, and collectability of the contract consideration is probable. We have determined that we have two operating segments, which are the sleep and respiratory disorders sector of the medical device industry (“Sleep and Respiratory Care”) and the supply of business management software as a service to out-of-hospital health providers (“SaaS”). Our Sleep and Respiratory Care revenue relates primarily to the sale of our products that are therapy-based equipment. Some contracts include additional performance obligations such as the provision of extended warranties and provision of data for patient monitoring. Our SaaS revenue relates to the provision of software access with ongoing support and maintenance services as well as professional services such as training and consulting.

Disaggregation of revenue

The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):

Three Months Ended
December 31,

Six Months Ended
December 31,

2021

2020

2021

2020

U.S., Canada and Latin America

Devices

$

244,775 

$

204,997 

$

520,707 

$

402,390 

Masks and other

242,032 

221,764 

457,139 

427,524 

Total Sleep and Respiratory Care

$

486,807 

$

426,761 

$

977,846 

$

829,914 

Software as a Service

99,034 

91,833 

196,551 

183,976 

Total

$

585,841 

$

518,594 

$

1,174,397 

$

1,013,890 

Combined Europe, Asia and other markets

Devices

$

207,736 

$

187,992 

$

425,961 

$

364,018 

Masks and other

101,297 

93,425 

198,532 

174,047 

Total Sleep and Respiratory Care

$

309,033 

$

281,417 

$

624,493 

$

538,065 

Global revenue

Devices

$

452,511 

$

392,989 

$

946,668 

$

766,408 

Masks and other

343,329 

315,189 

655,671 

601,571 

Total Sleep and Respiratory Care

$

795,840 

$

708,178 

$

1,602,339 

$

1,367,979 

Software as a Service

99,034 

91,833 

196,551 

183,976 

Total

$

894,874 

$

800,011 

$

1,798,890 

$

1,551,955 

9


Table of Contents

 

PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

Performance obligations and contract balances

Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied; generally, this occurs with the transfer of risk and/or control of our products at a point in time. For products in our Sleep and Respiratory Care business, we transfer control and recognize a sale when products are shipped to the customer in accordance with the contractual shipping terms. For our SaaS business, revenue associated with professional services are recognized as they are provided. We defer the recognition of a portion of the consideration received when performance obligations are not yet satisfied. Consideration received from customers in advance of revenue recognition is classified as deferred revenue. Performance obligations resulting in deferred revenue in our Sleep and Respiratory Care business relate primarily to extended warranties on our devices and the provision of data for patient monitoring. Performance obligations resulting in deferred revenue in our SaaS business relate primarily to the provision of software access with maintenance and support over an agreed term and material rights associated with future discounts upon renewal of some SaaS contracts. Generally, deferred revenue will be recognized over a period of one year to five years. Our contracts do not contain significant financing components.

The following table summarizes our contract balances (in thousands):

December 31,
2021

June 30,
2021

Balance sheet caption

Contract assets

Accounts receivable, net

$

526,036 

$

614,292 

Accounts receivable, net

Unbilled revenue, current

24,683 

10,893 

Prepaid expenses and other current assets

Unbilled revenue, non-current

7,593 

6,214 

Prepaid taxes and other non-current assets

 

  

Contract liabilities

Deferred revenue, current

(111,647)

(109,611)

Deferred revenue (current liabilities)

Deferred revenue, non-current

(94,427)

(91,496)

Deferred revenue (non-current liabilities)

Transaction price determination

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. In our Sleep and Respiratory Care segment, the amount of consideration received and revenue recognized varies with changes in marketing incentives (e.g. rebates, discounts, free goods) and returns offered to customers and their customers. When we give customers the right to return eligible products and receive credit, returns are estimated based on an analysis of historical experience. However, returns of products, excluding warranty-related returns, are infrequent and insignificant. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration can be estimated, the amount expected to be received changes, or when the consideration becomes fixed.

We offer our Sleep and Respiratory Care customers cash or product rebates based on volume or sales targets measured over quarterly or annual periods. We estimate rebates based on each customer’s expected achievement of its targets. In accounting for these rebate programs, we reduce revenue ratably as sales occur over the rebate period by the expected value of the rebates to be returned to the customer. Rebates measured over a quarterly period are updated based on actual sales results and, therefore, no estimation is required to determine the reduction to revenue. For rebates measured over annual periods, we update our estimates on a quarterly basis based on actual sales results and updated forecasts for the remaining rebate periods. We also offer discounts to both our Sleep and Respiratory Care as well as our SaaS customers as part of normal business practice and these are deducted from revenue when the sale occurs.

When Sleep and Respiratory Care or SaaS contracts have multiple performance obligations, we generally use an observable price to determine the stand-alone selling price by reference to pricing and discounting practices for the specific product or service when sold separately to similar customers. Revenue is then allocated proportionately, based on the determined stand-alone selling price, to each performance obligation. An allocation is not required for many of our Sleep and Respiratory Care contracts that have a single performance obligation, which is the shipment of our therapy-based equipment.

Accounting and practical expedient elections

We have elected to account for shipping and handling activities associated with our Sleep and Respiratory Care segment as a fulfillment cost within cost of sales, and record shipping and handling costs collected from customers in net revenue. We have also elected for all taxes assessed by government authorities that are imposed on and concurrent with revenue-producing transactions, such as sales and value added taxes, to be excluded from revenue and presented on a net basis. We have elected two practical expedients including the “right to invoice” practical expedient, which is relevant for some of our SaaS contracts as it allows us to recognize revenue in the amount of the invoice when it corresponds directly with the value of performance completed to date. The second practical expedient adopted permits relief from considering a significant financing component when the payment for the good or service is expected to be one year or less.

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PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

Lease Revenue

We lease Sleep and Respiratory Care medical devices to customers primarily as a means to comply with local health insurer requirements in certain foreign geographies. Device rental contracts include sales-type and operating leases, and contract terms vary by customer and include options to terminate or extend the contract. When lease contracts also include the sale of masks and accessories, we allocate contract consideration to those items on a relative standalone price basis and recognize revenue when control transfers to the customer.

The components of lease revenue were as follows (in thousands):

Three Months Ended
December 31,

Six Months Ended
December 31,

2021

2020

2021

2020

Sales-type lease revenue

$

1,565 

$

1,863 

$

5,652 

$

3,823 

Operating lease revenue

24,426 

25,026 

49,583 

49,805 

Total lease revenue

$

25,991 

$

26,889 

$

55,235 

$

53,628 

Provision for Warranty

We provide for the estimated cost of product warranties on our Sleep and Respiratory Care products at the time the related revenue is recognized. We determine the amount of this provision by using a financial model, which takes into consideration actual historical expenses and potential risks associated with our different products. We use this financial model to calculate the future probable expenses related to warranty and the required level of the warranty provision. Although we engage in product improvement programs and processes, our warranty obligation is affected by product failure rates and costs incurred to correct those product failures. Should actual product failure rates or estimated costs to repair those product failures differ from our estimates, we would be required to revise our estimated warranty provision.

(a) Recently adopted accounting pronouncements

ASU No. 2021-08 “Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”

In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (Topic 805), which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The guidance is effective for us beginning in the first quarter of the year ending June 30, 2024 and early adoption is permitted. We elected to early adopt this standard in the second quarter of our fiscal year ending June 30, 2022. We do not expect the adoption of ASU 2021-08 to have a material impact on our consolidated financial statements.

(2)      Segment Information

We have quantitatively and qualitatively determined that we operate in two operating segments, which are the Sleep and Respiratory Care segment and the SaaS segment.

We evaluate the performance of our segments based on net revenues and income from operations. The accounting policies of the segments are the same as those described in note 2 of our consolidated financial statements included in our Form 10-K for the year ended June 30, 2021. Segment net revenues and segment income from operations do not include inter-segment profits and revenue is allocated to a geographic area based on where the products are shipped to or where the services are performed.

Certain items are maintained at the corporate level and are not allocated to the segments. The non-allocated items include corporate headquarters costs, stock-based compensation, amortization expense from acquired intangibles, net interest expense (income), loss attributable to equity method investments, gains and losses on equity investments, and other, net. We neither discretely allocate assets to our operating segments, nor does our Chief Operating Decision Maker evaluate the operating segments using discrete asset information.

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PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

The table below presents a reconciliation of net revenues and net operating profit by reportable segments (in thousands):

Three Months Ended
December 31,

Six Months Ended
December 31,

2021

2020

2021

2020

Net revenue by segment

Total Sleep and Respiratory Care

$

795,840 

$

708,178 

$

1,602,339 

$

1,367,979 

Software as a Service

99,034 

91,833 

196,551 

183,976 

Total

$

894,874 

$

800,011 

$

1,798,890 

$

1,551,955 

 

  

  

Depreciation and amortization by segment

Sleep and Respiratory Care

$

19,347 

$

13,244 

$

37,362 

$

26,391 

Software as a Service

1,857 

1,137 

3,558 

2,108 

Amortization of acquired intangible assets and corporate assets

19,585 

26,199 

38,971 

51,547 

Total

$

40,789 

$

40,580 

$

79,891 

$

80,046 

Net operating profit by segment

Sleep and Respiratory Care

$

282,556 

$

261,660 

$

579,781 

$

509,841 

Software as a Service

22,999 

24,291 

45,019 

47,877 

Total

$

305,555 

$

285,951 

$

624,800 

$

557,718 

 

   

   

Reconciling items

Corporate costs

$

37,875 

$

36,709 

$

76,442 

$

71,358 

Amortization of acquired intangible assets

18,969 

18,853 

37,734 

39,075 

Restructuring expenses

-

8,673 

-

8,673 

Interest expense (income), net

5,948 

5,792 

11,308 

12,517 

Loss attributable to equity method investments

1,914 

2,640 

3,300 

4,928 

(Gain) loss on equity investments

4,404 

3,700 

(1,208)

(4,776)

Other, net

(841)

(1,008)

1,150 

(503)

Income before income taxes

$

237,286 

$

210,592 

$

496,074 

$

426,446 

(3)      Supplemental Balance Sheet Information

Components of selected captions in the condensed consolidated balance sheets consisted of the following (in thousands):

Inventories

December 31,
2021

June 30,
2021

Raw materials

$

322,599 

$

155,419 

Work in progress

3,997 

4,647 

Finished goods

265,550 

296,967 

Total inventories

$

592,146 

$

457,033 

Property, Plant and Equipment

December 31,
2021

June 30,
2021

Property, plant and equipment, at cost

$

1,111,406 

$

1,085,629 

Accumulated depreciation and amortization

(633,628)

(622,139)

Property, plant and equipment, net

$

477,778 

$

463,490 

Other Intangible Assets

December 31,
2021

June 30,
2021

Developed/core product technology

$

360,297 

$

383,319 

Accumulated amortization

(231,386)

(239,049)

Developed/core product technology, net

128,911 

144,270 

Customer relationships

262,321 

272,703 

Accumulated amortization

(91,196)

(90,976)

Customer relationships, net

171,125 

181,727 

Other intangibles

204,219 

197,662 

Accumulated amortization

(132,242)

(131,077)

Other intangibles, net

71,977 

66,585 

Total other intangibles, net

$

372,013 

$

392,582 

Intangible assets consist of developed/core product technology, trade names, non-compete agreements, customer relationships, and patents, which we amortize over the estimated useful life of the assets, generally between two years to fifteen years. There are no expected residual values related to these intangible assets.

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PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

(4)      Goodwill

A reconciliation of changes in our goodwill by reportable segment is as follows (in thousands):

Six Months Ended December 31, 2021

2021

Sleep and
Respiratory Care

SaaS

Total

Balance at the beginning of the period

$

633,183 

$

1,294,718 

$

1,927,901 

Business acquisitions

33,499 

-

33,499 

Foreign currency translation adjustments

(9,941)

-

(9,941)

Balance at the end of the period

$

656,741 

$

1,294,718 

$

1,951,459 

 

(5)      Investments

We have equity investments in privately and publicly held companies that are unconsolidated entities. The following discusses our investments in marketable equity securities, non-marketable equity securities, and investments accounted for under the equity method.

Our marketable equity securities are publicly traded stocks measured at fair value and classified within Level 1 in the fair value hierarchy because we use quoted prices for identical assets in active markets. Marketable equity securities are recorded in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Non-marketable equity securities consist of investments in privately held companies without readily determinable fair values and are recorded in prepaid taxes and other non-current assets on the condensed consolidated balance sheets. Non-marketable equity securities are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. We assess non-marketable equity securities at least quarterly for impairment and consider qualitative and quantitative factors including the investee's financial metrics, product and commercial outlook and cash usage. All gains and losses on marketable and non-marketable equity securities, realized and unrealized, are recognized in gain (loss) on equity investments as a component of other income (loss), net on the condensed consolidated statements of operations.

Equity investments whereby we have significant influence, but not control over the investee and are not the primary beneficiary of the investee’s activities, are accounted for under the equity method. Under this method, we record our share of gains or losses attributable to equity method investments as a component of other income (loss), net on the condensed consolidated statements of operations.

Equity investments by measurement category were as follows (in thousands):

Measurement category

December 31,
2021

June 30,
2021

Fair value

$

19,566 

$

29,084 

Measurement alternative

35,180 

23,002 

Equity method

13,854 

17,154 

Total

$

68,600 

$

69,240 

The following tables show a reconciliation of the changes in our equity investments (in thousands):

Six Months Ended December 31, 2021

Non-marketable securities

Marketable securities

Equity method investments

Total

Balance at the beginning of the period

$

23,002 

$

29,084 

$

17,154 

$

69,240 

Net additions (reductions) to investments (1)

4,665 

(3,213)

-

1,452 

Observable price adjustments on non-marketable equity securities

5,367 

-

-

5,367 

Unrealized losses on marketable equity securities

-

(7,942)

-

(7,942)

Realized gains on marketable and non-marketable equity securities

2,355 

1,637 

-

3,992 

Impairment of investments

(209)

-

-

(209)

Loss attributable to equity method investments

-

-

(3,300)

(3,300)

Carrying value at the end of the period

$

35,180 

$

19,566 

$

13,854 

$

68,600 

(1)Net additions (reductions) to investments includes additions from purchases, reductions due to exits of securities, or reclassifications due to our acquisition of an investee in which we held a prior equity interest.

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PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

Six Months Ended December 31, 2020

Non-marketable securities

Marketable securities

Equity method investments

Total

Balance at the beginning of the period

$

30,033 

$

-

$

14,109 

$

44,142 

Additions to investments

1,946 

-

12,500 

14,446 

Unrealized gains on marketable equity securities

-

4,776 

-

4,776 

Reclassifications (2)

(10,569)

10,569 

-

-

Loss attributable to equity method investments

-

-

(4,928)

(4,928)

Carrying value at the end of the period

$

21,410 

$

15,345 

$

21,681 

$

58,436 

(2)During the six months ended December 31, 2020, one of our investments, which was previously accounted for under the measurement alternative, completed its initial public offering which resulted in a change of accounting methodology to fair value.

Net unrealized losses recognized for equity investments in non-marketable and marketable securities held as of December 31, 2021 for the three and six months ended December 31, 2021 were $6.9 million and $2.8 million, respectively. Net unrealized gains and losses recognized for equity investments in non-marketable and marketable securities held as of December 31, 2020 were a loss of $3.7 million for three months ended December 31, 2020 and a gain of $4.8 million for six months ended December 31, 2020.

 

(6)      Income Taxes

In accordance with ASC 740 Income Taxes, each interim reporting period is considered integral to the annual period, and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period.

On September 19, 2021, we concluded the settlement agreement with the Australian Taxation Office (“ATO”) in relation to the previously disclosed transfer pricing dispute for the tax years 2009 through 2018 (“ATO settlement”). The ATO settlement fully resolved the dispute for all prior years, with no admission of liability and provides clarity in relation to certain future taxation principles.

The final net impact of the ATO settlement was $238.7 million, which represents a gross amount of $381.7 million, including interest and penalties of $48.1 million, and adjustments for credits and deductions of $143.0 million. As a result of the ATO settlement and due to movements in foreign currencies, we recorded a benefit of $14.1 million within other comprehensive income, and a $4.1 million reduction of tax credits, which was recorded to income tax expense. As a result of the ATO settlement, we reversed our previously recorded uncertain tax position.

On September 28, 2021, we remitted final payment to the ATO of $284.8 million, consisting of the agreed settlement amount of $381.7 million less prior remittances made to the ATO of $96.9 million.

(7)      Product Warranties

Changes in the liability for warranty costs, which is included in accrued expenses in our condensed consolidated balance sheets, are as follows (in thousands):

Six Months Ended
December 31,

2021

2020

Balance at the beginning of the period

$

22,032 

$

21,132 

Warranty accruals for the period

9,751 

8,309 

Warranty costs incurred for the period

(6,932)

(7,075)

Foreign currency translation adjustments

(371)

1,903 

Balance at the end of the period

$

24,480 

$

24,269 

 

(8)      Debt

Debt consisted of the following (in thousands):

December 31,
2021

June 30,
2021

Short-term debt

$

12,000 

$

12,000 

-

Long-term debt

$

670,000 

$

646,000 

Deferred borrowing costs

(2,021)

(2,649)

Long-term debt, net

$

667,979 

$

643,351 

Total debt

$

679,979 

$

655,351 

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PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

Credit Facility

On April 17, 2018, we entered into an amended and restated credit agreement (the “Revolving Credit Agreement”), as borrower, with lenders MUFG Union Bank, N.A., as administrative agent, joint lead arranger, joint book runner, swing line lender and letter of credit issuer, and Westpac Banking Corporation, as syndication agent, joint lead arranger and joint book runner. The Revolving Credit Agreement, among other things, provided a senior unsecured revolving credit facility of $800.0 million, with an uncommitted option to increase the revolving credit facility by an additional $300.0 million.

Additionally, on April 17, 2018, ResMed Limited entered into a Syndicated Facility Agreement (the “Term Credit Agreement”), as borrower, with lenders MUFG Union Bank, N.A., as administrative agent, joint lead arranger and joint book runner, and Westpac Banking Corporation, as syndication agent, joint lead arranger and joint book runner. The Term Credit Agreement, among other things, provides ResMed Limited a senior unsecured term credit facility of $200.0 million.

On November 5, 2018, we entered into a first amendment to the Revolving Credit Agreement to, among other things, increase the size of our senior unsecured revolving credit facility from $800.0 million to $1.6 billion, with an uncommitted option to increase the revolving credit facility by an additional $300.0 million.

Our obligations under the Revolving Credit Agreement are guaranteed by certain of our direct and indirect U.S. subsidiaries, and ResMed Limited’s obligations under the Term Credit Agreement are guaranteed by us and certain of our direct and indirect U.S. subsidiaries. The Revolving Credit Agreement and Term Credit Agreement contain customary covenants, including, in each case, a financial covenant that requires that we maintain a maximum leverage ratio of funded debt to EBITDA (as defined in the Revolving Credit Agreement and Term Credit Agreement, as applicable). The entire principal amounts of the revolving credit facility and term credit facility, and, in each case, any accrued but unpaid interest may be declared immediately due and payable if an event of default occurs, as defined in the Revolving Credit Agreement and the Term Credit Agreement, as applicable. Events of default under the Revolving Credit Agreement and the Term Credit Agreement include, in each case, failure to make payments when due, the occurrence of a default in the performance of any covenants in the respective agreements or related documents, or certain changes of control of us, or the respective guarantors of the obligations borrowed under the Revolving Credit Agreement and Term Credit Agreement.

The Revolving Credit Agreement and Term Credit Agreement each terminate on April 17, 2023, when all unpaid principal and interest under the loans must be repaid. Amounts borrowed under the Term Credit Agreement also amortize on a semi-annual basis, with a $6.0 million principal payment required on each such semi-annual amortization date. The outstanding principal amounts bear interest at a rate equal to LIBOR plus 0.75% to 1.50% (depending on the then-applicable leverage ratio) or the Base Rate (as defined in the Revolving Credit Agreement and the Term Credit Agreement, as applicable) plus 0.0% to 0.50% (depending on the then-applicable leverage ratio). At December 31, 2021, the interest rate that was being charged on the outstanding principal amounts was 0.9%. An applicable commitment fee of 0.100% to 0.175% (depending on the then-applicable leverage ratio) applies on the unused portion of the revolving credit facility. As of December 31, 2021, we had $1.6 billion available for draw down under the revolving credit facility.

We are required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. As the Revolving Credit and Term Credit Agreements’ interest rate is calculated as LIBOR plus the spreads described above, its carrying amount is equivalent to its fair value as at December 31, 2021 and June 30, 2021, which was $182.0 million and $158.0 million, respectively. Quoted market prices in active markets for similar liabilities based inputs (Level 2) were used to estimate fair value.

Senior Notes

On July 10, 2019, we entered into a Note Purchase Agreement with the purchasers to that agreement, in connection with the issuance and sale of $250.0 million principal amount of our 3.24% senior notes due July 10, 2026, and $250.0 million principal amount of our 3.45% senior notes due July 10, 2029 (collectively referred to as the “Senior Notes”). Our obligations under the Note Purchase Agreement and the Senior Notes are unconditionally and irrevocably guaranteed by certain of our direct and indirect U.S. subsidiaries. The net proceeds from this transaction were used to pay down borrowings on our Revolving Credit Agreement.

Under the terms of the Note Purchase Agreement, we agreed to customary covenants including with respect to our corporate existence, transactions with affiliates, and mergers and other extraordinary transactions. We also agreed that, subject to limited exceptions, we will maintain a ratio of consolidated funded debt to consolidated EBITDA (as defined in the Note Purchase Agreement) of no more than 3.50 to 1.00 as of the last day of any fiscal quarter, and will not at any time permit the amount of all priority secured and unsecured debt of us and our subsidiaries to exceed 10% of our consolidated tangible assets, determined as of the end of our most recently ended fiscal quarter. This ratio is calculated at the end of each reporting period for which the Note Purchase Agreement requires us to deliver financial statements, using the results of the 12 consecutive month period ending with such reporting period.

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PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

We are required to disclose the fair value of financial instruments for which it is practicable to estimate the value, even though these instruments are not recognized at fair value in the consolidated balance sheets. As of December 31, 2021 and June 30, 2021 the Senior Notes had a carrying amount of $500.0 million, excluding deferred borrowing costs, and an estimated fair value of $525.8 million and $530.4 million, respectively. Quoted market prices in active markets for similar liabilities based inputs (Level 2) were used to estimate fair value.

At December 31, 2021, we were in compliance with our debt covenants and there was $682.0 million outstanding under the Revolving Credit Agreement, Term Credit Agreement and Senior Notes.

(9)      Earnings Per Share

Basic earnings per share is computed by dividing the net income available to common stockholders by the weighted average number of shares of common stock outstanding. For purposes of calculating diluted earnings per share, the denominator includes both the weighted average number of shares of common stock outstanding and the number of dilutive common stock equivalents such as stock options and restricted stock units.

The weighted average number of outstanding stock options and restricted stock units not included in the computation of diluted earnings per share were 49,762 and 196,856 for the three months ended December 31, 2021 and 2020, respectively, and 25,470 and 154,888 for the six months ended December 31, 2021 and 2020, respectively, as the effect would have been anti-dilutive.

Basic and diluted earnings per share are calculated as follows (in thousands except per share data):

Three Months Ended
December 31,

Six Months Ended
December 31,

2021

2020

2021

2020

Numerator:

Net income

$

201,751 

$

179,514 

$

405,364 

$

357,886 

Denominator:

Basic weighted-average common shares outstanding

145,990 

145,246 

145,835 

145,053 

Effect of dilutive securities:

Stock options and restricted stock units

1,050 

1,175 

1,209 

1,297 

Diluted weighted average shares

147,040 

146,421 

147,044 

146,350 

Basic earnings per share

$

1.38 

$

1.24 

$

2.78 

$

2.47 

Diluted earnings per share

$

1.37 

$

1.23 

$

2.76 

$

2.45 

 

(10)      Legal Actions and Contingencies

Litigation

 

In the normal course of business, we are subject to routine litigation incidental to our business. While the results of this litigation cannot be predicted with certainty, we believe that their final outcome will not, individually or in aggregate, have a material adverse effect on our consolidated financial statements taken as a whole.

On June 2, 2021, New York University filed a complaint for patent infringement in the United States District Court, District of Delaware against ResMed Inc., case no. 1:21-cv-00813 (CFC). The complaint alleges that the AutoSet and AutoRamp features of ResMed’s AirSense 10 AutoSet flow generators infringe one or more claims of various patents. According to the complaint, the patents are directed to systems and methods for diagnosing and treating patient sleeping disorders during different sleep states. The complaint seeks money damages and attorneys’ fees. ResMed answered the complaint on September 30, 2021 and filed a motion to dismiss the complaint on the basis that the patents are invalid because the subject matter of the patents is not patentable under the Supreme Court and Federal Circuit precedent. The motion to dismiss is pending.

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PART I – FINANCIAL INFORMATION

Item 1

RESMED INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

On January 27, 2021, the International Trade Commission instituted In Re Certain UMTS and LTE Cellular Communications Modules and Products Containing the Same, Investigation No. 337-TA-1240, by complainants Philips RS North America, LLC and Koninklijke Philips N.V. (collectively “Philips”) against Quectel Wireless Solutions Co., Ltd; Thales DIS AIS USA, LLC, Thales DIS AIS Deutschland GmbH; Telit Wireless Solutions, Inc., Telit Communications PLC, CalAmp. Corp., Xirgo Technologies, LLC, and Laird Connectivity, Inc. (collectively “respondents”). In the ITC investigation, Philips seeks an order excluding communications modules, and products that contain them, from importation into the United States based on alleged infringement of 3G and 4G standard essential patents held by Philips. On October 6-14, 2021, the administrative law judge held a hearing on the merits. The administrative law judge is expected to issue his initial determination on March 4, 2022, and the full Commission is expected to issue its final determination on or about July 5, 2022. On December 17, 2020, Philips filed companion cases for patent infringement against the same defendants in the United States District Court for the District of Delaware, case nos. 1:20-cv-01707, 01708, 01709, 01710, 01711, and 01713 (CFC) seeking damages, an injunction, and a declaration from the court on the amount of a fair reasonable and non-discriminatory license rate for the standard essential patents it is asserting against the defendants. The district court cases have been stayed pending the ITC proceedings. ResMed is not a party to the ITC investigation or the district court cases but sells products that incorporate some of the communications modules at issue in the cases.

On October 1, 2021 ResMed acquired Ectosense, manufacturer of the NightOwl device used for home sleep testing. Prior to the acquisition, Ectosense was named as a defendant in a trademark and false advertising complaint filed by Itamar Medical Ltd. in the district court for the Southern District of Florida, case no. 20-cv-60719-WPD, based on Ectosense’s description of the NightOwl’s measurement of peripheral arterial tone and use of the acronym “PAT” in its advertising. Ectosense has filed a counterclaim for cancellation of Itamar’s “PAT” trademark and for false advertising by Itamar. Each party seeks damages and injunctive relief against the other. The parties are engaged in discovery and the matter is set for trial during the two-week court calendar commencing Monday, September 12, 2022.

Based on currently available information, we are unable to make a reasonable estimate of loss or range of losses, if any, arising from these matters.

Contingent Obligations Under Recourse Provisions

We use independent financing institutions to offer some of our customers financing for the purchase of some of our products. Under these arrangements, if the customer qualifies under the financing institutions’ credit criteria and finances the transaction, the customers repay the financing institution on a fixed payment plan. For some of these arrangements, the customer’s receivable balance is with limited recourse whereby we are responsible for repaying the financing company should the customer default. We record a contingent provision, which is estimated based on historical default rates. This is applied to receivables sold with recourse and is recorded in accrued expenses.

During the six months ended December 31, 2021 and December 31, 2020, receivables sold with limited recourse were $94.2 million and $72.6 million, respectively. As of December 31, 2021, the maximum exposure on outstanding receivables sold with recourse and contingent provision were $41.1 million and $6.1 million, respectively. As of June 30, 2021, the maximum exposure on outstanding receivables sold with recourse and contingent provision were $30.2 million and $8.2 million, respectively.

(11)      Restructuring Expenses

In November 2020, we closed our Portable Oxygen Concentrator business, which was part of the Sleep and Respiratory Care segment. During the three and six months ended December 31, 2020, we recognized restructuring expenses of $13.9 million primarily related to inventory write-downs of $5.2 million, accelerated amortization of acquired intangible assets of $5.1 million, asset impairments of $2.3 million, employee-related costs of $0.7 million and contract cancellation costs of $0.6 million. Of the total expense recognized during the three and six months ended December 31, 2020, the inventory write-down of $5.2 million is presented within cost of sales and the remaining $8.7 million in restructuring costs is separately disclosed as restructuring expenses on the condensed consolidated statements of income. We did not incur additional material expenses in connection with this activity after December 31, 2020, and the restructure was completed as of June 30, 2021.

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Special Note Regarding Forward-Looking Statements

This report contains or may contain certain forward-looking statements and information that are based on the beliefs of our management as well as estimates and assumptions made by, and information currently available to, our management. All statements other than statements regarding historical facts are forward-looking statements. The words “believe,” “expect,” “intend,” “anticipate,” “will continue,” “will,” “estimate,” “plan,” “future” and other similar expressions, and negative statements of such expressions, generally identify forward-looking statements, including, in particular, statements regarding expectations of future revenue or earnings, expenses, new product development, new product launches, new markets for our products, litigation, tax outlook and the effects of competition and public health crises (including the COVID-19 pandemic) on our business. These forward-looking statements are made in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements reflect the views of our management at the time the statements are made and are subject to a number of risks, uncertainties, estimates and assumptions, including, without limitation, and in addition to those identified in the text surrounding such statements, those identified in our annual report on Form 10-K for the fiscal year ended June 30, 2021 and elsewhere in this report. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data, and similar sources.

In addition, important factors to consider in evaluating such forward-looking statements include changes or developments in healthcare reform, social, economic, market, legal or regulatory circumstances, including the impact of public health crises such as the novel strain of coronavirus (COVID-19) that has spread globally, changes in our business or growth strategy or an inability to execute our strategy due to changes in our industry or the economy generally, the emergence of new or growing competitors, the actions or omissions of third parties, including suppliers, customers, competitors and governmental authorities and various other factors. If any one or more of these risks or uncertainties materialize, or underlying estimates or assumptions prove incorrect, actual results may vary significantly from those expressed in our forward-looking statements, and there can be no assurance that the forward-looking statements contained in this report will in fact occur.

Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks described in our annual report on Form 10-K for the fiscal year ended June 30, 2021, in addition to the other cautionary statements and risks described elsewhere in this report and in our other filings with the Securities and Exchange Commission (“SEC”), including our subsequent reports on Forms 10-Q and 8-K. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs with material adverse effects on us, our business, financial condition and results of operations could be seriously harmed. In that event, the market price for our common stock will likely decline and you may lose all or part of your investment.


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Overview

The following is an overview of our results of operations for the three and six months ended December 31, 2021. Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. Management’s discussion and analysis is provided as a supplement to, and should be read in conjunction with, the condensed consolidated financial statements and notes included in this report.

We are a global leader in the development, manufacturing, distribution and marketing of medical devices and cloud-based software applications that diagnose, treat and manage respiratory disorders, including sleep disordered breathing (“SDB”), chronic obstructive pulmonary disease, neuromuscular disease and other chronic diseases. SDB includes obstructive sleep apnea and other respiratory disorders that occur during sleep. Our products and solutions are designed to improve patient quality of life, reduce the impact of chronic disease and lower healthcare costs as global healthcare systems continue to drive a shift in care from hospitals to the home and lower cost settings. Our cloud-based software digital health applications, along with our devices, are designed to provide connected care to improve patient outcomes and efficiencies for our customers.

Since the development of continuous positive airway pressure therapy, we have expanded our business by developing or acquiring a number of products and solutions for a broader range of respiratory disorders including technologies to be applied in medical and consumer products, ventilation devices, diagnostic products, mask systems for use in the hospital and home, headgear and other accessories, dental devices, and cloud-based software informatics solutions to manage patient outcomes and customer and provider business processes. Our growth has been fueled by geographic expansion, our research and product development efforts, acquisitions and an increasing awareness of SDB and respiratory conditions like chronic obstructive pulmonary disease as significant health concerns.

We are committed to ongoing investment in research and development and product enhancements. During the three months ended December 31, 2021, we invested $62.5 million on research and development activities, which represents 7.0% of net revenues, with a continued focus on the development and commercialization of new, innovative products and solutions that improve patient outcomes, create efficiencies for our customers and help physicians and providers better manage chronic disease and lower healthcare costs. During the three months ended December 31, 2021 we continued the launch of AirSense 11, which introduces new features such as a touch screen, algorithms for patients new to therapy and digital enhancements and over-the-air update capabilities. Due to multiple acquisitions, including Brightree in April 2016, HEALTHCAREfirst in July 2018 and MatrixCare in November 2018, our operations now include out-of-hospital software platforms designed to support the professionals and caregivers who help people stay healthy in the home or care setting of their choice. These platforms comprise our SaaS business. These products, our cloud-based remote monitoring and therapy management system, and a robust product pipeline, should continue to provide us with a strong platform for future growth.

We have determined that we have two operating segments, which are the sleep and respiratory disorders sector of the medical device industry (“Sleep and Respiratory Care”) and the supply of business management software as a service to out-of-hospital health providers (“SaaS”).

Net revenue for the three months ended December 31, 2021 was $894.9 million, an increase of 12% compared to the three months ended December 31, 2020. Gross margin was 56.4% for the three months ended December 31, 2021 compared to 57.8% for the three months ended December 31, 2020. Diluted earnings per share was $1.37 for the three months ended December 31, 2021, compared to diluted earnings per share of $1.23 for the three months ended December 31, 2020.

At December 31, 2021, our cash and cash equivalents totaled $194.5 million, our total assets were $4.7 billion and our stockholders’ equity was $3.1 billion.

In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we provide certain financial information on a “constant currency” basis, which is in addition to the actual financial information presented. In order to calculate our constant currency information, we translate the current period financial information using the foreign currency exchange rates that were in effect during the previous comparable period. However, constant currency measures should not be considered in isolation or as an alternative to U.S. dollar measures that reflect current period exchange rates, or to other financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”).

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Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of a novel strain of coronavirus (“COVID-19”) as a pandemic. Our primary goal during the COVID-19 pandemic is the preservation of life. We have prioritized protecting the health and safety of our employees and continuing to use our employees’ talents and our resources to help society meet and overcome the challenges the pandemic poses.

The COVID-19 pandemic has continued to impact the global supply chain, primarily through a lack of availability of raw materials and electronic components, which has constrained and restricted our ability to initially meet the demand for our sleep products following a recent product recall by one of our competitors. The lack of raw materials and electronic components is also impacting companies outside of our direct industry, which is resulting in a competitive supply environment causing higher costs, requiring us to commit to minimum purchase obligations as well as make upfront payments to our suppliers. Additionally, we have observed a reduction in both inbound and outbound transportation capacity as a result of the pandemic, which is causing longer lead times in receiving raw materials into and distributing finished goods out of our manufacturing facilities in addition to increased freight costs. These highly competitive and constrained supply chain conditions are increasing our cost of sales, which has and may continue to decrease our gross margin. Given the ongoing uncertainty regarding the duration and extent of the COVID-19 pandemic, we are uncertain as to the duration and extent of constraint on our supply chain.

During the three months ended December 31, 2021, we did not observe material incremental demand for our ventilator devices and masks associated with the COVID-19 pandemic. Although there is still substantial uncertainty, we believe the global demand for ventilators and other respiratory support devices used to treat COVID-19 patients has largely been met. As such, we do not expect material COVID-19-generated demand for our ventilator products for the remainder of the fiscal year ending June 30, 2022.

Diagnostic pathways for sleep apnea treatment, including physician practices, home medical equipment, or HME, suppliers and sleep clinics, have been impacted and, in some instances, been required, to temporarily close due to governments’ “shelter-in-place” orders, quarantines or similar orders or restrictions enacted to control the spread of COVID-19. In some countries, new patients are prescribed sleep apnea treatment through hospitals that are directing their resources to critical care, including COVID-19 treatment. The impact on these diagnostic and prescription pathways has resulted in a decrease in demand from new patients for our products designed to treat sleep apnea. Although many governments have reduced or removed COVID-19 restrictions and implemented vaccination programs to varying degrees, we are uncertain as to the duration and extent of the impact on demand for our sleep devices. However, due to the nature of the installed base of existing patients using our devices, we have not seen any significant adverse impact on demand for re-supply of our masks.

Our SaaS business has also been affected by COVID-19 and measures taken to control the spread of COVID-19. Some of our existing and potential SaaS customers are HME distributors and have been impacted by the same temporary business closures noted above. We also have existing and potential SaaS customers that operate care facilities and are either receiving and treating patients infected with COVID-19 or have implemented significant measures to safeguard their facilities against a potential COVID-19 outbreak. Given these challenging business conditions, businesses may be deterred from adopting new or changing SaaS platforms, which may adversely impact our ability to engage new customers for our SaaS businesses, or expand the services used by existing customers.

Our ability to continue to operate without any significant negative impacts will in part depend on our ability to protect our employees. We have endeavored and continue to follow recommended actions of government and health authorities to protect our employees worldwide, but since COVID-19 was declared a pandemic in March 2020, we were able to broadly maintain our operations, and we are beginning the slow and careful process of progressively returning to work in some of our offices around the world. The pandemic has not negatively impacted our liquidity position.

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Results of Operations

Three Months Ended December 31, 2021 Compared to the Three Months Ended December 31, 2020

Net Revenue

Net revenue for the three months ended December 31, 2021 increased to $894.9 million from $800.0 million for the three months ended December 31, 2020, an increase of $94.9 million or 12% (a 13% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):

Three Months Ended
December 31,

2021

2020

% Change

Constant Currency*

U.S., Canada and Latin America

Devices

$

244,775 

$

204,997 

19 

%

Masks and other

242,032 

221,764 

Total Sleep and Respiratory Care

$

486,807 

$

426,761 

14 

Software as a Service

99,034 

91,833 

Total

$

585,841 

$

518,594 

13 

Combined Europe, Asia and other markets

Devices

$

207,736 

$

187,992 

11 

%

13 

%

Masks and other

101,297 

93,425 

11 

Total Sleep and Respiratory Care

$

309,033 

$

281,417 

10 

12 

Global revenue

Devices

$

452,511 

$

392,989 

15 

%

16 

%

Masks and other

343,329 

315,189 

10 

Total Sleep and Respiratory Care

$

795,840 

$

708,178 

12 

13 

Software as a Service

99,034 

91,833 

Total

$

894,874 

$

800,011 

12 

13 

*Constant currency numbers exclude the impact of movements in international currencies.

Sleep and Respiratory Care

Net revenue from our Sleep and Respiratory Care business for the three months ended December 31, 2021 was $795.8 million, an increase of 12% compared to net revenue for the three months ended December 31, 2020. Movements in international currencies against the U.S. dollar negatively impacted net revenue by approximately $5.8 million for the three months ended December 31, 2021. Excluding the impact of currency movements, total Sleep and Respiratory Care net revenue for the three months ended December 31, 2021 increased by 13% compared to the three months ended December 31, 2020. The increase in net revenue was primarily attributable to an increase in unit sales of our devices and masks, including increased demand following a recent product recall by one of our competitors.

Net revenue from our Sleep and Respiratory Care business in the U.S., Canada and Latin America for the three months ended December 31, 2021 increased to $486.8 million from $426.8 million for the three months ended December 31, 2020, an increase of $60.0 million or 14%. The increase was primarily due to an increase in unit sales of our devices and masks, including increased demand following a recent product recall by one of our competitors.

Net revenue in combined Europe, Asia and other markets increased for the three months ended December 31, 2021 to $309.0 million from $281.4 million for the three months ended December 31, 2020, an increase of $27.6 million or 10% (a 12% increase on a constant currency basis). The constant currency increase in sales in combined Europe, Asia and other markets predominantly reflects an increase in unit sales of our devices and masks, including increased demand following a recent product recall by one of our competitors.

Net revenue from devices for the three months ended December 31, 2021 increased to $452.5 million from $393.0 million for the three months ended December 31, 2020, an increase of $59.5 million or 15%, including an increase of 19% in the U.S., Canada and Latin America and an increase of 11% in combined Europe, Asia and other markets (a 13% increase on a constant currency basis). Excluding the impact of foreign currency movements, device sales for the three months ended December 31, 2021 increased by 16%.

Net revenue from masks and other for the three months ended December 31, 2021 increased to $343.3 million from $315.2 million for the three months ended December 31, 2020, an increase of $28.1 million or 9%, including an increase of 9% in the U.S., Canada and Latin America and an increase of 8% in combined Europe, Asia and other markets (an 11% increase on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales increased by 10%, compared to the three months ended December 31, 2020.

Software as a Service

Net revenue from our SaaS business for the three months ended December 31, 2021 was $99.0 million, an increase of 8% compared to the three months ended December 31, 2020. The increase was predominantly due to continued growth in our HME category and stabilizing patient flow in our out-of-hospital care settings.

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Six Months Ended December 31, 2021 Compared to the Six Months Ended December 31, 2020

Net Revenue

Net revenue for the six months ended December 31, 2021 increased to $1,798.9 million from $1,552.0 million for the six months ended December 31, 2020, an increase of $246.9 million or 16% (a 16% increase on a constant currency basis). The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):

Six Months Ended
December 31,

2021

2020

% Change

Constant Currency*

U.S., Canada and Latin America

Devices

$

520,707 

$

402,390 

29 

%

Masks and other

457,139 

427,524 

Total Sleep and Respiratory Care

$

977,846 

$

829,914 

18 

Software as a Service

196,551 

183,976 

Total

$

1,174,397 

$

1,013,890 

16 

Combined Europe, Asia and other markets

Devices

$

425,961 

$

364,018 

17 

%

17 

%

Masks and other

198,532 

174,047 

14 

15 

Total Sleep and Respiratory Care

$

624,493 

$

538,065 

16 

16 

Global revenue

Devices

$

946,668 

$

766,408 

24 

%

23 

%

Masks and other

655,671 

601,571 

Total Sleep and Respiratory Care

$

1,602,339 

$

1,367,979 

17 

17 

Software as a Service

196,551 

183,976 

Total

$

1,798,890 

$

1,551,955 

16 

16 

Sleep and Respiratory Care

Net revenue from our Sleep and Respiratory Care business for the six months ended December 31, 2021 was $1,602.3 million, an increase of 17% compared to net revenue for the six months ended December 31, 2020. Movements in international currencies against the U.S. dollar positively impacted net revenue by approximately $0.2 million for the six months ended December 31, 2021. Excluding the impact of currency movements, total Sleep and Respiratory Care net revenue for the six months ended December 31, 2021 increased by 17% compared to the six months ended December 31, 2020. The increase in net revenue was primarily attributable to an increase in unit sales of our devices and masks, including recovery of core sleep patient flow that was previously impacted by the pandemic and increased demand following a recent product recall by one of our competitors, partially offset by decreased COVID-19 related demand for our ventilators.

Net revenue from our Sleep and Respiratory Care business in the U.S., Canada and Latin America for the six months ended December 31, 2021 increased to $977.8 million from $829.9 million for the six months ended December 31, 2020, an increase of $147.9 million or 18%. The increase was primarily due to an increase in unit sales of our devices and masks, including recovery of core sleep patient flow that was previously impacted by the pandemic and increased demand following a recent product recall by one of our competitors, partially offset by decreased COVID-19 related demand for our ventilators.

Net revenue in combined Europe, Asia and other markets increased for the six months ended December 31, 2021 to $624.5 million from $538.1 million for the six months ended December 31, 2020, an increase of $86.4 million or 16% (a 16% increase on a constant currency basis). The constant currency increase in sales in combined Europe, Asia and other markets predominantly reflects an increase in unit sales of our devices and masks, including recovery of core sleep patient flow that was previously impacted by the pandemic and increased demand following a recent product recall by one of our competitors, partially offset by decreased COVID-19-related demand for our ventilators.

Net revenue from devices for the six months ended December 31, 2021 increased to $946.7 million from $766.4 million for the six months ended December 31, 2020, an increase of $180.3 million or 24%, including an increase of 29% in the U.S., Canada and Latin America and an increase of 17% in combined Europe, Asia and other markets (a 17% increase on a constant currency basis). Excluding the impact of foreign currency movements, device sales for the six months ended December 31, 2021 increased by 23%.

Net revenue from masks and other for the six months ended December 31, 2021 increased to $655.7 million from $601.6 million for the six months ended December 31, 2020, an increase of $54.1 million or 9%, including an increase of 7% in the U.S., Canada and Latin America and an increase of 14% in combined Europe, Asia and other markets (a 15% increase on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales increased by 9%, compared to the six months ended December 31, 2020.

Software as a Service

Net revenue from our SaaS business for the six months ended December 31, 2021 was $196.6 million, an increase of 7% compared to the six months ended December 31, 2020. The increase was predominantly due to continued growth in our HME category and stabilizing patient flow in our out-of-hospital care settings.

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Gross Profit and Gross Margin

Gross profit increased for the three months ended December 31, 2021 to $504.3 million from $462.5 million for the three months ended December 31, 2020, an increase of $41.8 million or 9%. Gross margin, which is gross profit as a percentage of net revenue, for the three months ended December 31, 2021 was 56.4% compared to 57.8% for the three months ended December 31, 2020.

The decrease in gross margin for the three months ended December 31, 2021 compared to three months ended December 31, 2020 was due primarily to higher logistics and manufacturing costs, partially offset by favorable product mix changes.

Gross profit increased for the six months ended December 31, 2021 to $1,010.6 million from $901.1 million for the six months ended December 31, 2020, an increase of $109.5 million or 12%. Gross margin, which is gross profit as a percentage of net revenue, for the six months ended December 31, 2021 was 56.2% compared to 58.1% for the six months ended December 31, 2020.

The decrease in gross margin for the six months ended December 31, 2021 compared to six months ended December 31, 2020 was due primarily to higher logistics and manufacturing costs and declines in average selling prices, partially offset by favorable product mix changes.

Operating Expenses

The following table summarizes our operating expenses (in thousands):

Three Months Ended
December 31,

2021

2020

Change

% Change

Constant Currency

Selling, general, and administrative

$

185,362 

$

169,470 

$

15,892 

%

10 

%

as a % of net revenue

20.7 

%

21.2 

%

Research and development

62,507 

54,935 

7,572 

14 

%

14 

%

as a % of net revenue

7.0 

%

6.9 

%

Amortization of acquired intangible assets

7,738 

7,689 

49 

%

%

Six Months Ended
December 31,

2021

2020

Change

% Change

Constant Currency

Selling, general, and administrative

$

362,082 

$

328,459 

$

33,623 

10 

%

10 

%

as a % of net revenue

20.1 

%

21.2 

%

Research and development

122,457 

109,468 

12,989 

12 

%

11 

%

as a % of net revenue

6.8 

%

7.1 

%

Amortization of acquired intangible assets

15,445 

15,932 

(487)

(3)

%

(3)

%

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses increased for the three months ended December 31, 2021 to $185.4 million from $169.5 million for the three months ended December 31, 2020, an increase of $15.9 million or 9%. Selling, general, and administrative expenses were favorably impacted by the movement of international currencies against the U.S. dollar, which decreased our expenses by approximately $1.7 million, as reported in U.S. dollars. Excluding the impact of foreign currency movements, selling, general, and administrative expenses for the three months ended December 31, 2021 increased by 10% compared to the three months ended December 31, 2020. As a percentage of net revenue, selling, general, and administrative expenses were 20.7% for the three months ended December 31, 2021, compared to 21.2% for the three months ended December 31, 2020.

The constant currency increase in selling, general, and administrative expenses was primarily due to increases in employee-related costs during the three months ended December 31, 2021 compared to three months ended December 31, 2020.

Selling, general, and administrative expenses increased for the six months ended December 31, 2021 to $362.1 million from $328.5 million for the six months ended December 31, 2020, an increase of $33.6 million or 10%. Selling, general, and administrative expenses were favorably impacted by the movement of international currencies against the U.S. dollar, which decreased our expenses by approximately $0.2 million, as reported in U.S. dollars. Excluding the impact of foreign currency movements, selling, general, and administrative expenses for the six months ended December 31, 2021 increased by 10% compared to the six months ended December 31, 2020. As a percentage of net revenue, selling, general, and administrative expenses were 20.1% for the six months ended December 31, 2021, compared to 21.2% for the six months ended December 31, 2020.

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The constant currency increase in selling, general, and administrative expenses was primarily due to increases in employee-related costs during the six months ended December 31, 2021 compared to six months ended December 31, 2020.

Research and Development Expenses

Research and development expenses increased for the three months ended December 31, 2021 to $62.5 million from $54.9 million for the three months ended December 31, 2020, an increase of $7.6 million, or 14%. Research and development expenses were favorably impacted by the movement of international currencies against the U.S. dollar, which decreased our expenses by approximately $0.2 million for the three months ended December 31, 2021, as reported in U.S. dollars. Excluding the impact of foreign currency movements, research and development expenses increased by 14% compared to the three months ended December 31, 2020. As a percentage of net revenue, research and development expenses were 7.0% for the three months ended December 31, 2021, compared to 6.9% for the three months ended December 31, 2020.

The increase in research and development expenses in constant currency terms was primarily due to increased investment in our digital health technologies and SaaS solutions.

Research and development expenses increased for the six months ended December 31, 2021 to $122.5 million from $109.5 million for the six months ended December 31, 2020, an increase of $13.0 million, or 12%. Research and development expenses were unfavorably impacted by the movement of international currencies against the U.S. dollar, which increased our expenses by approximately $0.5 million for the six months ended December 31, 2021, as reported in U.S. dollars. Excluding the impact of foreign currency movements, research and development expenses increased by 11% compared to the six months ended December 31, 2020. As a percentage of net revenue, research and development expenses were 6.8% for the six months ended December 31, 2021, compared to 7.1% for the six months ended December 31, 2020.

The increase in research and development expenses in constant currency terms was primarily due to increased investment in our digital health technologies and SaaS solutions.

Amortization of Acquired Intangible Assets    

Amortization of acquired intangible assets for the three months ended December 31, 2021 totaled $7.7 million compared to $7.7 million for the three months ended December 31, 2020.

Amortization of acquired intangible assets for the six months ended December 31, 2021 totaled $15.4 million compared to $15.9 million for the six months ended December 31, 2020.

Restructuring Expenses

In November 2020, we closed our Portable Oxygen Concentrator business, which was part of the Sleep and Respiratory Care segment. During the three and six months ended December 31, 2020, we recognized restructuring expenses of $13.9 million primarily related to inventory write-downs of $5.2 million, accelerated amortization of acquired intangible assets of $5.1 million, asset impairments of $2.3 million, employee-related costs of $0.7 million and contract cancellation costs of $0.6 million. Of the total expense recognized during the three and six months ended December 31, 2020, the inventory write-down of $5.2 million is presented within cost of sales and the remaining $8.7 million in restructuring costs is separately disclosed as restructuring expenses on the condensed consolidated statements of income. We did not incur additional material expenses in connection with this activity after December 31, 2020.

Total Other Income (Loss), Net

The following table summarizes our other income (loss) (in thousands):

Three Months Ended
December 31,

2021

2020

Change

Interest (expense) income, net

$

(5,948)

$

(5,792)

$

(156)

Loss attributable to equity method investments

(1,914)

(2,640)

726 

Gain (loss) on equity investments

(4,404)

(3,700)

(704)

Other, net

841 

1,008 

(167)

Total other income (loss), net

$

(11,425)

$

(11,124)

$

(301)

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RESMED INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Six Months Ended
December 31,

2021

2020

Change

Interest (expense) income, net

$

(11,308)

$

(12,517)

$

1,209 

Loss attributable to equity method investments

(3,300)

(4,928)

1,628 

Gain (loss) on equity investments

1,208 

4,776 

(3,568)

Other, net

(1,150)

503 

(1,653)

Total other income (loss), net

$

(14,550)

$

(12,166)

$

(2,384)

Total other income (loss), net for the three months ended December 31, 2021 was a loss of $11.4 million compared to a loss of $11.1 million for the three months ended December 31, 2020. The increase in loss was primarily due to higher losses associated with our investments in marketable and non-marketable equity securities, which were a loss of $4.4 million for the three months ended December 31, 2021 compared to a loss of $3.7 million for the three months ended December 31, 2020. Additionally, interest expense, net, increased to $5.9 million for the three months ended December 31, 2021 compared to $5.8 million for the three months ended December 31, 2020. These increases were offset by lower losses attributable to equity method investments for the three months ended December 31, 2021 of $1.9 million compared to $2.6 million for the three months ended December 31, 2020.

Total other income (loss), net for the six months ended December 31, 2021 was a loss of $14.6 million compared to a loss of $12.2 million for the six months ended December 31, 2020. The increase in loss was primarily due to lower gains associated with our investments in marketable and non-marketable equity securities, which were a gain of $1.2 million for the six months ended December 31, 2021 compared to a gain of $4.8 million for the six months ended December 31, 2020. This was offset by a decrease in interest expense, net, to $11.3 million for the six months ended December 31, 2021 compared to $12.5 million for the six months ended December 31, 2020. We also recorded lower losses attributable to equity method investments for the six months ended December 31, 2021 of $3.3 million compared to $4.9 million for the six months ended December 31, 2020.

 

Income Taxes

Our effective income tax rate for the three and six months ended December 31, 2021 was 15.0% and 18.3% as compared to 14.8% and 16.1% for the three and six months ended December 31, 2020. Our effective rate of 15.0% differs from the statutory rate of 21.0% primarily due to research credits, foreign operations and windfall tax benefits related to the vesting or settlement of employee share-based awards. The increase to our effective tax rate for the three and six months ended December 31, 2021 was primarily related to changes in the geographic mix of our earnings.

Our Singapore operations operate under certain tax holidays and tax incentive programs that will expire in whole or in part at various dates through June 30, 2030. As a result of the U.S. Tax Act, we treated all non-U.S. historical earnings as taxable during the year ended June 30, 2018. Therefore, future repatriation of cash held by our non-U.S. subsidiaries will generally not be subject to U.S. federal tax, if repatriated.

On September 19, 2021, we concluded the settlement agreement with the Australian Taxation Office (“ATO”) in relation to the previously disclosed transfer pricing dispute for the tax years 2009 through 2018 (“ATO settlement”). The ATO settlement fully resolved the dispute for all prior years, with no admission of liability and provides clarity in relation to certain future taxation principles.

The final net impact of the ATO settlement was $238.7 million, which represents a gross amount of $381.7 million, including interest and penalties of $48.1 million, and adjustments for credits and deductions of $143.0 million. As a result of the ATO settlement and due to movements in foreign currencies, we recorded a benefit of $14.1 million within other comprehensive income, and a $4.1 million reduction of tax credits, which was recorded to income tax expense. As a result of the ATO settlement, we reversed our previously recorded uncertain tax position.

On September 28, 2021, we remitted final payment to the ATO of $284.8 million, consisting of the agreed settlement amount of $381.7 million less prior remittances made to the ATO of $96.9 million.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Net Income and Earnings per Share

As a result of the factors above, our net income for the three months ended December 31, 2021 was $201.8 million compared to net income of $179.5 million for the three months ended December 31, 2020, an increase of 12%. Our net income for the six months ended December 31, 2021 was $405.4 million compared to net income of $357.9 million for the six months ended December 31, 2020, an increase of 13%.

Our diluted earnings per share for the three months ended December 31, 2021 was $1.37 per diluted share compared to diluted earnings per share of $1.23 for the three months ended December 31, 2020, an increase of 11%. Our diluted earnings per share for the six months ended December 31, 2021 was $2.76 per diluted share compared to diluted earnings per share of $2.45 for the six months ended December 31, 2020, an increase of 13%.

Summary of Non-GAAP Financial Measures

In addition to financial information prepared in accordance with GAAP, our management uses certain non-GAAP financial measures, such as non-GAAP revenue, non-GAAP cost of sales, non-GAAP gross profit, non-GAAP gross margin, non-GAAP income from operations, non-GAAP net income, and non-GAAP diluted earnings per share, in evaluating the performance of our business. We believe that these non-GAAP financial measures, when reviewed in conjunction with GAAP financial measures, can provide investors better insight when evaluating our performance from core operations and can provide more consistent financial reporting across periods. For these reasons, we use non-GAAP information internally in planning, forecasting, and evaluating the results of operations in the current period and in comparing it to past periods. These non-GAAP financial measures should be considered in addition to, and not superior to or as a substitute for, GAAP financial measures. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Non-GAAP financial measures as presented herein may not be comparable to similarly titled measures used by other companies.

The measure “non-GAAP cost of sales” is equal to GAAP cost of sales less amortization of acquired intangible assets relating to cost of sales and restructuring expense associated with inventory write-downs following the closure of the portable oxygen concentrator business. The measure “non-GAAP gross profit” is the difference between GAAP net revenue and non-GAAP cost of sales, and “non-GAAP gross margin” is the ratio of non-GAAP gross profit to GAAP net revenue.

These non-GAAP measures are reconciled to their most directly comparable GAAP financial measures below (in thousands, except percentages):

Three Months Ended

Six Months Ended

December 31,
2021

December 31,
2020

December 31,
2021

December 31,
2020

GAAP Net revenue

$

894,874 

$

800,011 

$

1,798,890 

$

1,551,955 

GAAP Cost of sales

$

390,556 

$

337,528 

$

788,282 

$

650,811 

Less: Amortization of acquired intangibles

(11,231)

(11,164)

(22,289)

(23,143)

Less: Restructuring - cost of sales

-

(5,232)

-

(5,232)

Non-GAAP cost of sales

$

379,325 

$

321,132 

$

765,993 

$

622,436 

GAAP gross profit

$

504,318 

$

462,483 

$

1,010,608 

$

901,144 

GAAP gross margin

56.4 

%

57.8 

%

56.2 

%

58.1 

%

Non-GAAP gross profit

$

515,549 

$

478,879 

$

1,032,897 

$

929,519 

Non-GAAP gross margin

57.6 

%

59.9 

%

57.4 

%

59.9 

%

The measure “non-GAAP income from operations” is equal to GAAP income from operations once adjusted for amortization of acquired intangibles and restructuring expense associated with the closure of the portable oxygen concentrator business. Non-GAAP income from operations is reconciled with GAAP income from operations below (in thousands):

Three Months Ended

Six Months Ended

December 31,
2021

December 31,
2020

December 31,
2021

December 31,
2020

GAAP income from operations

$

248,711 

$

221,716 

$

510,624 

$

438,612 

Amortization of acquired intangibles - cost of sales

11,231 

11,164 

22,289 

23,143 

Amortization of acquired intangibles - operating expenses

7,738 

7,689 

15,445 

15,932 

Restructuring - cost of sales

-

5,232 

-

5,232 

Restructuring - operating expenses

-

8,673 

-

8,673 

Non-GAAP income from operations

$

267,680 

$

254,474 

$

548,358 

$

491,592 

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The measure “non-GAAP net income” is equal to GAAP net income once adjusted for amortization of acquired intangibles (net of tax), reserve for disputed tax positions, restructuring expenses (net of tax) and (gain) loss on equity investments. The measure “non-GAAP diluted earnings per share” is the ratio of non-GAAP net income to diluted shares outstanding. These non-GAAP measures are reconciled to their most directly comparable GAAP financial measures below (in thousands, except for per share amounts):

Three Months Ended

Six Months Ended

December 31,
2021

December 31,
2020

December 31,
2021

December 31,
2020

GAAP net income

$

201,751 

$

179,514 

$

405,364 

$

357,886 

Amortization of acquired intangibles - cost of sales, net of tax

8,564 

8,566 

16,999 

17,742 

Amortization of acquired intangibles - operating expenses, net of tax

5,901 

5,900 

11,780 

12,214 

Reserve for disputed tax positions

-

-

4,111 

-

Restructuring - cost of sales, net of tax

-

4,663 

-

4,663 

Restructuring - operating expenses, net of tax

-

7,730 

-

7,730 

(Gain) loss on equity investments

-

-

-

(8,476)

Non-GAAP net income

$

216,216 

$

206,373 

$

438,254 

$

391,759 

Diluted shares outstanding

147,040 

146,421 

147,044 

146,350 

GAAP diluted earnings per share

$

1.37 

$

1.23 

$

2.76 

$

2.45 

Non-GAAP diluted earnings per share

$

1.47 

$

1.41 

$

2.98 

$

2.68 

Liquidity and Capital Resources

Our principal sources of liquidity are our existing cash and cash equivalents, cash generated from operations and access to our revolving credit facility. Our primary uses of cash have been for research and development activities, selling and marketing activities, capital expenditures, strategic acquisitions and investments, dividend payments and repayment of debt obligations. We expect that cash provided by operating activities may fluctuate in future periods as a result of several factors, including fluctuations in our operating results, which include impacts from the COVID-19 pandemic, working capital requirements and capital deployment decisions.

Our future capital requirements will depend on many factors including our growth rate in net revenue, third-party reimbursement of our products for our customers, the timing and extent of spending to support research development efforts, the expansion of selling, general and administrative activities, the timing of introductions of new products, the expenditures associated with possible future acquisitions, investments or other business combination transactions, and impacts from the COVID-19 pandemic. As we assess inorganic growth strategies, we may need to supplement our internally generated cash flow with outside sources. If we are required to access the debt market, we believe that we will be able to secure reasonable borrowing rates. As part of our liquidity strategy, we will continue to monitor our current level of earnings and cash flow generation as well as our ability to access the market considering those earning levels.

As of December 31, 2021 and June 30, 2021, we had cash and cash equivalents of $194.5 million and $295.3 million, respectively. Our cash and cash equivalents held within the United States at December 31, 2021 and June 30, 2021 were $42.8 million and $106.7 million, respectively. Our remaining cash and cash equivalent balances at December 31, 2021 and June 30, 2021, were $151.7 million and $188.6 million, respectively. Our cash and cash equivalent balances are held at highly rated financial institutions.

As of December 31, 2021, we had $1.6 billion available for draw down under the revolver credit facility and a combined total of $1.8 billion in cash and available liquidity under the revolving credit facility.

As a result of the U.S. Tax Act, we treated all non-U.S. historical earnings as taxable, which resulted in additional tax expense of $126.9 million which was payable over the proceeding eight years. Therefore, future repatriation of cash held by our non-U.S. subsidiaries will generally not be subject to U.S. federal tax if repatriated.

We believe that our current sources of liquidity will be sufficient to fund our operations, including expected capital expenditures, for the next 12 months and beyond.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Revolving Credit Agreement, Term Credit Agreement and Senior Notes

On April 17, 2018, we entered into an amended and restated credit agreement (as amended from time to time, the “Revolving Credit Agreement”). The Revolving Credit Agreement, among other things, provided a senior unsecured revolving credit facility of $800.0 million, with an uncommitted option to increase the revolving credit facility by an additional $300.0 million. Additionally, on April 17, 2018, ResMed Limited entered into a Syndicated Facility Agreement (the “Term Credit Agreement”). The Term Credit Agreement, among other things, provides ResMed Limited a senior unsecured term credit facility of $200.0 million. On November 5, 2018, we entered into a first amendment to the Revolving Credit Agreement to, among other things, increase the size of our senior unsecured revolving credit facility from $800.0 million to $1.6 billion, with an uncommitted option to increase the revolving credit facility by an additional $300.0 million. The Revolving Credit Agreement and Term Credit Agreement each terminate on April 17, 2023, when all unpaid principal and interest under the loans must be repaid. As of December 31, 2021, we had $1.6 billion available for draw down under the revolving credit facility.

On July 10, 2019, we entered into a Note Purchase Agreement with the purchasers to that agreement, in connection with the issuance and sale of $250.0 million principal amount of our 3.24% senior notes due July 10, 2026, and $250.0 million principal amount of our 3.45% senior notes due July 10, 2029 (“Senior Notes”).

On December 31, 2021, there was a total of $682.0 million outstanding under the Revolving Credit Agreement, Term Credit Agreement and Senior Notes. We expect to satisfy all of our liquidity and long-term debt requirements through a combination of cash on hand, cash generated from operations and debt facilities.

Cash Flow Summary

The following table summarizes our cash flow activity (in thousands):

Six Months Ended
December 31,

2021

2020

Net cash provided by operating activities

$

154,222 

$

313,915 

Net cash used in investing activities

(125,182)

(51,771)

Net cash used in financing activities

(125,004)

(492,058)

Effect of exchange rate changes on cash

(4,838)

22,623 

Net decrease in cash and cash equivalents

$

(100,802)

$

(207,291)

Operating Activities

Cash provided by operating activities was $154.2 million for the six months ended December 31, 2021, compared to cash provided of $313.9 million for the six months ended December 31, 2020. The $159.7 million decrease in cash flow from operations was primarily due to the payment of our tax settlement with the ATO of $284.8 million and greater inventory purchases to secure adequate components for the increasing sales demand, offset by an increase in operating profit and other net changes in working capital balances compared to the six months ended December 31, 2020.

Investing Activities

Cash used in investing activities was $125.2 million for the six months ended December 31, 2021, compared to cash used of $51.8 million for the six months ended December 31, 2020. The $73.4 million decrease in cash flow from investing activities was primarily due to an increase in cash paid for business acquisitions and a net decrease in proceeds on maturity of foreign currency contracts compared to six months ended December 31, 2020.

Financing Activities

Cash used in financing activities was $125.0 million for the six months ended December 31, 2021, compared to cash used of $492.1 million for the six months ended December 31, 2020. The $367.1 million increase in cash flow from financing activities was primarily due to borrowing activity under our Revolving Credit Agreement. Proceeds from borrowings, net of repayments, for the six months ended December 31, 2021 were $24.0 million compared to net repayments of $351.0 million during the six months ended December 31, 2020.

Dividends

During the three months ended December 31, 2021, we paid cash dividends of $0.42 per common share totaling $61.2 million. On January 27, 2021, our board of directors declared a cash dividend of $0.42 per common share, to be paid on March 17, 2022, to shareholders of record as of the close of business on February 10, 2022. Future dividends are subject to approval by our board of directors.

Common Stock

Since the inception of our share repurchase programs and through December 31, 2021, we have repurchased a total of 41.8 million shares for an aggregate of $1.6 billion. We have temporarily suspended our share repurchase program due to recent acquisitions, and more recently,

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

as a response to the COVID-19 pandemic. Accordingly, we did not repurchase any shares during the three and six months ended December 31, 2021 and 2020. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares of common stock outstanding used in calculating earnings (loss) per share. There is no expiration date for this program, and the program may be accelerated, suspended, delayed or discontinued at any time at the discretion of our board of directors. At December 31, 2021, 12.9 million additional shares can be repurchased under the approved share repurchase program.

Critical Accounting Principles and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, including those related to allowance for doubtful accounts, inventory reserves, warranty obligations, goodwill, potentially impaired assets, intangible assets, income taxes and contingencies.

We state these accounting policies in the notes to the financial statements and at relevant sections in this discussion and analysis. The estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions.

For a full discussion of our critical accounting policies, see our Annual Report on Form 10-K for the year ended June 30, 2021.

Recently Issued Accounting Pronouncements

See note 1 to the unaudited condensed consolidated financial statements for a description of recently issued accounting pronouncements, including the expected dates of adoption and estimated effects on our results of operations, financial positions and cash flows.

Contractual Obligations and Commitments

Purchase obligations as of December 31, 2021 were as follows:

Payments Due by December 31,

Total

2022

2023

2024

2025

2026

Thereafter

Purchase obligations

1,389,985 

1,058,358 

286,194 

43,773 

1,660 

-

-

Other than for purchase obligations, there have been no material changes outside the ordinary course of business in our outstanding contractual obligations from those disclosed within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. 

Off-Balance Sheet Arrangements

As of December 31, 2021, we are not involved in any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the SEC

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Quantitative and Qualitative Disclosures About Market Risk

 

Foreign Currency Market Risk

Our reporting currency is the U.S. dollar, although the financial statements of our non-U.S. subsidiaries are maintained in their respective local currencies. We transact business in various foreign currencies, including a number of major European currencies as well as the Australian and Singapore dollars. We have significant foreign currency exposure through our Australian and Singapore manufacturing activities and our international sales operations. We have established a foreign currency hedging program using purchased currency options and forward contracts to hedge foreign-currency-denominated financial assets, liabilities and manufacturing cash flows. The goal of this hedging program is to economically manage the financial impact of foreign currency exposures predominantly denominated in euros, Australian dollars and Singapore dollars. Under this program, increases or decreases in our foreign-currency-denominated financial assets, liabilities, and firm commitments are partially offset by gains and losses on the hedging instruments. We do not enter into financial instruments for trading or speculative purposes. The foreign currency derivatives portfolio is recorded in the condensed consolidated balance sheets at fair value and included in other assets or other liabilities. All movements in the fair value of the foreign currency derivatives are recorded within other income, net, on our condensed consolidated statements of operations.

The table below provides information (in U.S. dollars) on our foreign currency denominated operating assets and liabilities and after considering our foreign currency hedging activities as of December 31, 2021 (in thousands):

U.S.

Canadian

Chinese

Dollar

Euro

Dollar

Yuan

(USD)

(EUR)

(CAD)

(CNY)

AUD Functional:

Net Assets/(Liabilities)

15,135 

(44,706)

-

16,502 

Foreign Currency Hedges

-

-

-

(12,588)

Net Total

15,135 

(44,706)

-

3,914 

USD Functional:

Net Assets/(Liabilities)

-

-

22,396 

-

Foreign Currency Hedges

-

-

(19,754)

-

Net Total

-

-

2,642 

-

SGD Functional:

Net Assets/(Liabilities)

266,900 

(7,453)

-

929 

Foreign Currency Hedges

(260,000)

-

-

-

Net Total

6,900 

(7,453)

-

929 

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The table below provides information about our material foreign currency derivative financial instruments and presents the information in U.S. dollar equivalents. The table summarizes information on instruments and transactions that are sensitive to foreign currency exchange rates, including foreign currency call options, collars and forward contracts held at December 31, 2021. The table presents the notional amounts and weighted average exchange rates by contractual maturity dates for our foreign currency derivative financial instruments, including the forward contracts used to hedge our foreign currency denominated assets and liabilities. These notional amounts generally are used to calculate payments to be exchanged under the contracts (in thousands, except exchange rates).

Fair Value Assets / (Liabilities)

Foreign Exchange Contracts

Year 1

Year 2

Total

December 31,
2021

June 30,
2021

USD/AUD

Contract amount

-

-

-

(652)

Ave. contractual exchange rate

USD 1 =
AUD

USD 1 =
AUD

AUD/Euro

Contract amount

34,130 

-

34,130 

170 

1,172 

Ave. contractual exchange rate

AUD 1 =
Euro 0.6597

AUD 1 =
Euro 0.6597

SGD/Euro

Contract amount

11,377 

-

11,377 

295 

(88)

Ave. contractual exchange rate

SGD 1 =
Euro 0.6369

-

SGD 1 =
Euro 0.6369

SGD/USD

Contract amount

260,000 

-

260,000 

1,686 

(177)

Ave. contractual exchange rate

SGD 1 =
USD 0.7367

SGD 1 =
USD 0.7367

AUD/CNY

Contract amount

12,588 

-

12,588 

(870)

(130)

Ave. contractual exchange rate

AUD 1 =
CNY 5.0312

AUD 1 =
CNY 5.0312

USD/EUR

Contract amount

-

-

169 

Ave. contractual exchange rate

USD 1 =
EUR

USD 1 =
EUR

USD/CAD

Contract amount

19,754 

-

19,754 

357 

(44)

Ave. contractual exchange rate

USD 1 =
CAD 1.2431

USD 1 =
CAD 1.2431

Interest Rate Risk

We are exposed to risk associated with changes in interest rates affecting the return on our cash and cash equivalents and debt. At December 31, 2021, we held cash and cash equivalents of $194.5 million principally comprised of bank term deposits and at-call accounts and are invested at both short-term fixed interest rates and variable interest rates. At December 31, 2021, there was $182.0 million outstanding under the Revolving Credit Agreement and Term Credit Agreement, which are subject to variable interest rates. A hypothetical 10% change in interest rates during the three and six months ended December 31, 2021, would not have had a material impact on pretax income. We have no interest rate hedging agreements.

 

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Item 4

RESMED INC. AND SUBSIDIARIES

Item 4 Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports made pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2021.

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

Item 1-6

RESMED INC. AND SUBSIDIARIES

PART II. OTHER INFORMATION

Item 1      Legal Proceedings

We are involved in various legal proceedings, claims, investigations and litigation that arise in the ordinary course of our business. We investigate these matters as they arise, and accrue estimates for resolution of legal and other contingencies in accordance with Accounting Standard Codification Topic 450, “Contingencies”. See note 10 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Litigation is inherently uncertain. Accordingly, we cannot predict with certainty the outcome of these matters. But we do not expect the outcome of these matters to have a material adverse effect on our consolidated financial statements when taken as a whole. 

Item 1A      Risk Factors

The discussion of our business and operations should be read together with the risk factors and contained in our annual report on Form 10-K for the fiscal year ended June 30, 2021, which was filed with the SEC and describe various material risks and uncertainties to which we are or may become subject. As of December 31, 2021, there have been no further material changes to such risk factors.

Item 2      Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of equity securities. On February 21, 2014, our board of directors approved our current share repurchase program, authorizing us to acquire up to an aggregate of 20.0 million shares of our common stock. The program allows us to repurchase shares of our common stock from time to time for cash in the open market, or in negotiated or block transactions, as market and business conditions warrant and subject to applicable legal requirements. There is no expiration date for this program, and the program may be accelerated, suspended, delayed or discontinued at any time at the discretion of our board of directors. All share repurchases after February 21, 2014 have been executed under this program.

We temporarily suspended our share repurchase program due to recent acquisitions, and more recently, as a response to the COVID-19 pandemic. As a result, we did not repurchase any shares during the three months ended December 31, 2021. However, there is no expiration date for this program, and we may, at any time, elect to resume the share repurchase program as the circumstances allow. Since the inception of the share buyback programs, we have repurchased 41.8 million shares at a total cost of $1.6 billion. At December 31, 2021, 12.9 million additional shares of common stock can be repurchased under the approved share repurchase program.

Item 3      Defaults Upon Senior Securities

None

Item 4      Mine Safety Disclosures

None

Item 5      Other Information

None

 

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Item 1-6

RESMED INC. AND SUBSIDIARIES

Item 6      Exhibits

Exhibits (numbered in accordance with Item 601 of Regulation S-K)

3.1

First Restated Certificate of Incorporation of ResMed Inc., as amended. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2013)

3.2

Sixth Amended and Restated Bylaws of ResMed Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 26, 2020)

10.1

Separation Agreement and General Release of Claims, dated September 29, 2021, by and between Rajwant Sodhi and ResMed Inc., including Consulting Agreement, as Exhibit A, effective as of September 2, 2021.

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial statements from ResMed Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2021, filed on January 27, 2022, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Cash Flows, (v) the Notes to the Condensed Consolidated Financial Statements.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

        

* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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PART II – OTHER INFORMATION

Signatures

RESMED INC. AND SUBSIDIARIES

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

January 27, 2022

ResMed Inc.

/s/ MICHAEL J. FARRELL

Michael J. Farrell

Chief executive officer

(Principal Executive Officer)

/s/ BRETT A. SANDERCOCK

Brett A. Sandercock

Chief financial officer

(Principal Financial Officer)

 

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