RMD 2022.12.31 10Q (As Filed Jan 26, 2023) PDF
RMD 2022.12.31 10Q (As Filed Jan 26, 2023) PDF
RMD 2022.12.31 10Q (As Filed Jan 26, 2023) PDF
FORM 10-Q
______________________________________________________________________________________________
(Mark One)
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)
______________________________________________________________________________________________
Trading
Title of each class 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 o
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 o
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.
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 23
Item 6 Exhibits 41
Signatures 42
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See the accompanying notes to the unaudited condensed consolidated financial statements.
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Cost of sales - Sleep and Respiratory Care products 406,303 343,194 770,146 692,876
Cost of sales - Software as a Service 40,421 36,131 79,688 73,117
Cost of sales (exclusive of amortization shown separately below) 446,724 379,325 849,834 765,993
Amortization of acquired intangible assets - Sleep and Respiratory 1,343 1,072 2,572 1,972
Care products
Amortization of acquired intangible assets - Software as a Service 5,962 10,159 11,108 20,317
Amortization of acquired intangible assets 7,305 11,231 13,680 22,289
Total cost of sales 454,029 390,556 863,514 788,282
Gross profit 579,715 504,318 1,120,524 1,010,608
See the accompanying notes to the unaudited condensed consolidated financial statements.
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See the accompanying notes to the unaudited condensed consolidated financial statements.
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Accumulated
Common Stock Additional Treasury Stock ͏Other
͏Paid-in Retained ͏Comprehensive
Shares Amount Capital Shares Amount Earnings Income (Loss) Total
Balance, June 30, 2022 188,247 $ 586 $ 1,682,432 (41,836) $ (1,623,256) $ 3,613,736 $ (312,747) $ 3,360,751
Common stock issued on exercise of options 45 — 2,610 — — — — 2,610
Common stock issued on vesting of restricted stock units, 3 — (59) — — — — (59)
net of shares withheld for tax
Stock-based compensation costs — 16,919 — — — — 16,919
Other comprehensive income (loss) — — — — — — (93,381) (93,381)
Net income — — — — — 210,478 — 210,478
Dividends declared ($0.44 per common share) — — — — — (64,431) — (64,431)
Balance, September 30, 2022 188,295 $ 586 $ 1,701,902 (41,836) $ (1,623,256) $ 3,759,783 $ (406,128) $ 3,432,887
Common stock issued on exercise of options 77 5,120 — — — — 5,120
Common stock issued on vesting of restricted stock units, 265 1 (29,655) — — — — (29,654)
net of shares withheld for tax
Common stock issued on employee stock purchase plan 100 1 16,935 — — — — 16,936
Stock-based compensation costs — — 16,464 — — — — 16,464
Other comprehensive income — — — — — — 135,960 135,960
Net income — — — — — 224,914 — 224,914
Dividends declared ($0.44 per common share) — — — — — (64,500) — (64,500)
Balance, December 31, 2022 188,737 $ 588 $ 1,710,766 (41,836) $ (1,623,256) $ 3,920,197 $ (270,168) $ 3,738,127 ͏
See the accompanying notes to the unaudited condensed consolidated financial statements.
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Accumulated
Common Stock Additional Treasury Stock ͏Other
͏Paid-in Retained ͏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, 1 — (195) — — — — (195)
net of shares withheld for tax
Stock-based compensation costs — — 17,303 — — — — 17,303
Other comprehensive income (loss) — — — — — — (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, 361 2 (49,832) — — — — (49,830)
net of shares withheld for tax
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.
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See the accompanying notes to the unaudited condensed consolidated financial statements.
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Contract liabilities
Deferred revenue, current (133,909) (108,667) Deferred revenue (current liabilities)
Deferred revenue, non-current (102,803) (95,455) Deferred revenue (non-current liabilities)
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Reconciling items
Corporate costs $ 96,707 $ 79,125 $ 183,326 $ 157,350
Amortization of acquired intangible assets 16,868 18,969 31,193 37,734
Acquisition related expenses 8,412 — 9,157 —
Interest expense (income), net 10,338 5,948 17,472 11,308
Loss attributable to equity method investments 2,826 1,914 4,853 3,300
(Gain) loss on equity investments (8,368) 4,404 (5,088) (1,208)
Other, net 1,707 (841) 3,211 1,150
Income before income taxes $ 273,691 $ 237,286 $ 535,484 $ 496,074
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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.
(4) Goodwill
A reconciliation of changes in our goodwill by reportable segment is as follows (in thousands):
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The following tables show a reconciliation of the changes in our equity investments (in thousands):
(1) Includes equity method investment acquired and measured at fair value via our acquisition of MEDIFOX DAN. Refer to Note 12 herein.
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(2) 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.
Net unrealized gains recognized for equity investments in non-marketable and marketable securities held as of
December 31, 2022 for the three and six months ended December 31, 2022 were $8.4 million and $5.1 million. 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.
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Credit Facility
On June 29, 2022, we entered into a second amended and restated credit agreement (the “Revolving Credit Agreement”), as
borrower, with lenders MUFG Union Bank, N.A., as administrative agent, joint lead arranger, sole book runner, swing line
lender and letter of credit issuer, Westpac Banking Corporation, as syndication agent and joint lead arranger, HSBC Bank
USA, National Association, as syndication agent and joint lead arranger, and Wells Fargo Bank, National Association, as
documentation agent. The Revolving Credit Agreement, among other things, provided a senior unsecured revolving credit
facility of $1,500.0 million, with an uncommitted option to increase the revolving credit facility by an additional amount
equal to the greater of $1,000.0 million and 1.00 times the EBITDA (as defined in the Revolving Credit Agreement) for the
trailing twelve-month measurement period. The Revolving Credit Agreement amends and restates that certain Amended
and Restated Credit Agreement, dated as of April 17, 2018, among ResMed, MUFG Union Bank, N.A., Westpac Banking
Corporation and the lenders party thereto.
Additionally, on June 29, 2022, ResMed Pty Limited entered into a Second Amendment to the Syndicated Facility
Agreement and First Amendment to Unconditional Guaranty 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, which amends that certain Syndicated Facility
Agreement dated as of April 17, 2018. The Term Credit Agreement, among other things, provides ResMed Pty a senior
unsecured term credit facility of $195.0 million.
Our obligations under the Revolving Credit Agreement are guaranteed by certain of our direct and indirect U.S.
subsidiaries, and ResMed Pty 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 June 29, 2027, when all unpaid principal
and interest under the loans must be repaid. Amounts borrowed under the Term Credit Agreement will also amortize on a
semi-annual basis, with a $5.0 million principal payment required on each such semi-annual amortization date. The
outstanding principal amounts will bear interest at a rate equal to the Adjusted Term SOFR (as defined in the Revolving
Credit Facility) 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, 2022, the interest rate that was being charged on the outstanding principal
amounts was 5.2%. An applicable commitment fee of 0.075% to 0.150% (depending on the then-applicable leverage ratio)
applies on the unused portion of the revolving credit facility. As of December 31, 2022, we had $390.0 million available
for draw down under the revolving credit facility.
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We classified the fair values of all hedging instruments as Level 2 measurements within the fair value hierarchy.
We are exposed to credit-related losses in the event of non-performance by counter parties to financial instruments. We
minimize counterparty credit risk by entering into derivative transactions with major financial institutions and we do not
expect material losses as a result of default by our counterparties.
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Intangible assets
Preliminary - useful life
Cash $ 7,372
Accounts receivable 16,096
Property, plant and equipment 7,731
Equity method investment 57,298
Other assets 18,523
Accounts payable and accrued expenses (19,826)
Deferred revenue (18,349)
Other liabilities (11,623)
Identifiable intangible assets:
Developed technology 43,081 6 - 7 years
Customer relationships 175,445 11 - 13 years
Trade names 32,050 10 years
Deferred tax liabilities (91,004)
Goodwill 780,722
Purchase price $ 997,516
We have not finalized the purchase price allocation in relation to this acquisition as certain appraisals associated with the
valuation of intangible assets and income tax positions are not yet complete. We do not believe that the completion of this
work will materially modify the preliminary purchase price allocation. We expect to complete our purchase price allocation
during the quarter ending June 30, 2023. The cost of the acquisition was allocated to the assets acquired and liabilities
assumed based on estimates of their fair values at the date of acquisition. The goodwill recognized as part of the acquisition
is reflected in our SaaS segment and is not deductible for tax purposes. It mainly represents the synergies that are unique to
our combined businesses and the potential for new products and services to be developed in the future.
Pro forma results of operations have not been presented because the effects of this acquisition were not material to our
condensed consolidated statements of operations.
During the three and six months ended December 31, 2022, we recorded acquisition related expenses of $8.4 million and
$9.2 million, respectively, related to the MEDIFOX DAN acquisition. We did not have material acquisition related
expenses during the three and six months ended December 31, 2021.
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Overview
The following is an overview of our results of operations for the three and six months ended December 31, 2022.
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, 2022, we invested $69.9 million on research and development activities, which represents 6.8% 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, 2022 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 as well as continued to expand our global offering of devices to include
Card-to-Cloud ("C2C") versions of our prior model AirSense 10 and AirCurve 10 products that do not incorporate a
communications module. We introduced these C2C models to address the growing backlog of patients waiting for therapy
with our devices due to the global semiconductor supply shortage. Due to multiple acquisitions, including Brightree in
April 2016, HEALTHCAREfirst in July 2018, MatrixCare in November 2018, and MEDIFOX DAN in November 2022,
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, 2022 was $1,033.7 million, an increase of 16% compared to the
three months ended December 31, 2021. Gross margin was 56.1% for the three months ended December 31, 2022
compared to 56.4% for the three months ended December 31, 2021. Diluted earnings per share was $1.53 for the three
months ended December 31, 2022, compared to diluted earnings per share of $1.37 for the three months ended December
31, 2021.
At December 31, 2022, our cash and cash equivalents totaled $253.2 million, our total assets were $6.7 billion and our
stockholders’ equity was $3.7 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
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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”).
Results of Operations
Three Months Ended December 31, 2022 Compared to the Three Months Ended December 31, 2021
Net Revenue
Net revenue for the three months ended December 31, 2022 increased to $1,033.7 million from $894.9 million for the three
months ended December 31, 2021, an increase of $138.9 million or 16% (a 20% increase on a constant currency basis).
The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):
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Net revenue from devices for the three months ended December 31, 2022 increased to $542.8 million from $452.5 million
for the three months ended December 31, 2021, an increase of $90.3 million or 20%, including an increase of 41% in the
U.S., Canada and Latin America and a decrease of 5% in combined Europe, Asia and other markets (a 5% increase on a
constant currency basis). Excluding the impact of foreign currency movements, device sales for the three months ended
December 31, 2022 increased by 25%.
Net revenue from masks and other for the three months ended December 31, 2022 increased to $374.2 million from $343.3
million for the three months ended December 31, 2021, an increase of $30.9 million or 9%, including an increase of 11% in
the U.S., Canada and Latin America and an increase of 3% in combined Europe, Asia and other markets (a 14% increase
on a constant currency basis). Excluding the impact of foreign currency movements, masks and other sales for the three
months ended December 31, 2022 increased by 13%.
Software as a Service
Net revenue from our SaaS business for the three months ended December 31, 2022 increased to $116.8 million from $99.0
million for the three months ended December 31, 2021, an increase of $17.7 million or 18%. The constant currency
increase was predominantly due to our recent acquisition of MEDIFOX DAN, which was acquired on November 21, 2022,
in addition to continued growth in the HME vertical within our SaaS business.
Six Months Ended December 31, 2022 Compared to the Six Months Ended December 31, 2021
Net Revenue
Net revenue for the six months ended December 31, 2022 increased to $1,984.0 million from $1,798.9 million for the six
months ended December 31, 2021, an increase of $185.1 million or 10% (a 14% increase on a constant currency basis).
The following table summarizes our net revenue disaggregated by segment, product and region (in thousands):
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Net revenue from our Sleep and Respiratory Care business in the U.S., Canada and Latin America for the six months ended
December 31, 2022 increased to $1,193.4 million from $977.8 million for the six months ended December 31, 2021, an
increase of $215.5 million or 22%. The increase was primarily due to an increase in unit sales of our devices, including
incremental sales of the C2C devices, and masks.
Net revenue in combined Europe, Asia and other markets decreased for the six months ended December 31, 2022 to $568.1
million from $624.5 million for the six months ended December 31, 2021, a decrease of $56.4 million or 9% (a 2%
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 masks, partially offset by a decrease in our unit sales of devices.
Net revenue from devices for the six months ended December 31, 2022 increased to $1,060.4 million from $946.7 million
for the six months ended December 31, 2021, an increase of $113.7 million or 12%, including an increase of 32% in the
U.S., Canada and Latin America and a decrease of 12% in combined Europe, Asia and other markets (a 2% decrease on a
constant currency basis). Excluding the impact of foreign currency movements, device sales for the six months ended
December 31, 2022 increased by 17%.
Net revenue from masks and other for the six months ended December 31, 2022 increased to $701.0 million from $655.7
million for the six months ended December 31, 2021, an increase of $45.4 million or 7%, including an increase of 11% in
the U.S., Canada and Latin America and a decrease of 3% in combined Europe, Asia and other markets (a 9% increase on a
constant currency basis). Excluding the impact of foreign currency movements, masks and other sales increased by 11%,
compared to the six months ended December 31, 2021.
Software as a Service
Net revenue from our SaaS business for the six months ended December 31, 2022 was increased to $222.6 million from
$196.6 million for the six months ended December 31, 2021, an increase of $26.1 million or 13%. The increase was
predominantly due to our recent acquisition of MEDIFOX DAN, which was acquired on November 21, 2022, in addition to
continued growth in the HME vertical within our SaaS business.
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Operating Expenses
The following table summarizes our operating expenses (in thousands):
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our expenses by approximately $2.2 million for the three months ended December 31, 2022, as reported in U.S. dollars.
Excluding the impact of foreign currency movements, research and development expenses increased by 15% compared to
the three months ended December 31, 2021. As a percentage of net revenue, research and development expenses were
6.8% for the three months ended December 31, 2022 compared to 7.0% for the three months ended December 31, 2021.
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 as well as additional expenses associated with the consolidation of
recent acquisitions.
Research and development expenses increased for the six months ended December 31, 2022 to $133.1 million from $122.5
million for the six months ended December 31, 2021, an increase of $10.6 million, or 9%. Research and development
expenses were favorably impacted by the movement of international currencies against the U.S. dollar, which decreased
our expenses by approximately $4.2 million for the six months ended December 31, 2022, as reported in U.S. dollars.
Excluding the impact of foreign currency movements, research and development expenses increased by 12% compared to
the six months ended December 31, 2021. As a percentage of net revenue, research and development expenses were 6.7%
for the six months ended December 31, 2022, compared to 6.8% for the six months ended December 31, 2021.
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 as well as additional expenses associated with the consolidation of
recent acquisitions.
Amortization of Acquired Intangible Assets
Amortization of acquired intangible assets for the three months ended December 31, 2022 totaled $9.6 million compared to
$7.7 million for the three months ended December 31, 2021. The increase in amortization expense was primarily
attributable to our acquisition of MEDIFOX DAN.
Amortization of acquired intangible assets for the six months ended December 31, 2022 totaled $17.5 million compared to
$15.4 million for the six months ended December 31, 2021. The increase in amortization expense was primarily
attributable to our acquisition of MEDIFOX DAN.
Total other income (loss), net for the three months ended December 31, 2022 was a loss of $6.5 million compared to a loss
of $11.4 million for the three months ended December 31, 2021. The decrease in loss was primarily due to gains associated
with our investments in marketable and non-marketable equity securities, which were a gain of $8.4 million for the three
months ended December 31, 2022 compared to a loss of $4.4 million for the three months ended December 31, 2021. The
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gain in investments for the three months ended December 31, 2022 is primarily attributable to observable price
adjustments on non-marketable equity securities. We recorded higher losses attributable to equity method investments for
the three months ended December 31, 2022 of $2.8 million compared to $1.9 million for the three months ended December
31, 2021. Additionally, interest expense, net, increased to $10.3 million for the three months ended December 31, 2022
compared to $5.9 million for the three months ended December 31, 2021 due to higher debt levels associated with the
acquisition of MEDIFOX DAN, which was funded by our Revolving Credit Agreement.
Total other income (loss), net for the six months ended December 31, 2022 was a loss of $20.4 million compared to a loss
of $14.6 million for the six months ended December 31, 2021. Interest expense, net, increased to $17.5 million for the six
months ended December 31, 2022 compared to $11.3 million for the six months ended December 31, 2021 due to higher
debt levels associated with the acquisition of MEDIFOX DAN, which was funded by our Revolving Credit Agreement. In
addition, we recorded higher losses attributable to equity method investments for the six months ended December 31, 2022
of $4.9 million compared to $3.3 million for the six months ended December 31, 2021. These losses were partially offset
by gains associated with our investments in marketable and non-marketable equity securities, which were a gain of $5.1
million for the six months ended December 31, 2022 compared to a gain of $1.2 million for the six months ended
December 31, 2021.
Income Taxes
Our effective income tax rate for the three and six months ended December 31, 2022 was 17.8% and 18.7% as compared to
15.0% and 18.3% for the three and six months ended December 31, 2021. Our effective rate of 17.8% for the three months
ended December 31, 2022 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 in our effective tax
rate for the three and six months ended December 31, 2022 was primarily due to a reduction in the windfall tax benefits
related to the vesting or settlement of employee share-based awards.
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 Cuts and Jobs Act of 2017, 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.
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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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. 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):
The measure “non-GAAP income from operations” is equal to GAAP income from operations once adjusted for
amortization of acquired intangibles and acquisition-related expenses. Non-GAAP income from operations is reconciled
with GAAP income from operations below (in thousands):
The measure “non-GAAP net income” is equal to GAAP net income once adjusted for amortization of acquired intangibles
(net of tax), acquisition related expenses (net of tax) and reserve for disputed tax positions. The measure “non-GAAP
diluted earnings per share” is the ratio of non-GAAP net income to diluted shares outstanding. These non-GAAP measures
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are reconciled to their most directly comparable GAAP financial measures below (in thousands, except for per share
amounts):
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additional amount equal to the greater of $1,000.0 million and 1.00 times the EBITDA for the trailing twelve-month
measurement period. Additionally, on June 29, 2022, ResMed Pty Limited entered into a Second Amendment to the
Syndicated Facility Agreement (the “Term Credit Agreement”). The Term Credit Agreement, among other things, provides
ResMed Limited a senior unsecured term credit facility of $195.0 million. The Revolving Credit Agreement and Term
Credit Agreement each terminate on June 29, 2027, when all unpaid principal and interest under the loans must be repaid.
As of December 31, 2022, we had $390.0 million 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, 2022, there was a total of $1,805.0 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):
Operating Activities
Cash provided by operating activities was $173.3 million for the six months ended December 31, 2022, compared to cash
provided of $154.2 million for the six months ended December 31, 2021. The $19.1 million increase in cash flow from
operations was primarily due to the payment of our tax settlement with the ATO of $284.8 million during the six months
ended December 31, 2021, partially offset by greater purchases of inventory to secure adequate components for increasing
sales demand and other net changes in working capital balances during the six months ended December 31, 2022 compared
to the six months ended December 31, 2021.
Investing Activities
Cash used in investing activities was $1,085.2 million for the six months ended December 31, 2022, compared to cash used
of $125.2 million for the six months ended December 31, 2021. The $960.0 million decrease in cash flow from investing
activities was primarily due to cash used to acquire MEDIFOX DAN.
Financing Activities
Cash provided by financing activities was $891.0 million for the six months ended December 31, 2022, compared to cash
used of $125.0 million for the six months ended December 31, 2021. The $1,016.0 million increase in cash flow from
financing activities was primarily due to borrowing activity under our Revolving Credit Agreement in order to finance our
acquisition of MEDIFOX DAN.
Dividends
During the three months ended December 31, 2022, we paid cash dividends of $0.44 per common share totaling $64.5
million. On January 26, 2023, our board of directors declared a cash dividend of $0.44 per common share, to be paid on
March 16, 2023, to shareholders of record as of the close of business on February 9, 2023. Future dividends are subject to
approval by our board of directors.
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Common Stock
Since the inception of our share repurchase programs and through December 31, 2022, 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 as a response to the COVID-19 pandemic. Accordingly, we did not repurchase any shares during the three
months ended December 31, 2022 and 2021. 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, 2022, 12.9 million additional shares can be repurchased under the
approved share repurchase program.
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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, 2022.
Details of our purchase obligations, debt and associated interest as of December 31, 2022 were as follows:
(1) Refer to Note 12, Business Combinations, to the accompanying condensed consolidated financial statements for additional information about
our acquisition of MEDIFOX DAN, which completed on November 21, 2022.
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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, forward contracts and cross-currency
swaps held at December 31, 2022. 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).
Inflation
Inflationary factors such as increases in the cost of our products, freight, overhead costs or wage rates may adversely affect
our operating results. Sustained inflationary pressures in the future may have an adverse effect on our ability to maintain
current levels of gross margin and operating expenses as a percentage of net revenue if we are unable to offset such higher
costs through price increases.
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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 Seventh Amended and Restated Bylaws of ResMed Inc., a Delaware Corporation (as Approved and
Adopted by Board Resolution September 10, 2021) (Incorporated by reference to Exhibit 3.1 to the
Registrant’s Report on Form 8-K filed on September 13, 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, 2022, filed on January 26, 2023, 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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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 26, 2023
ResMed Inc.
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