-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DTocLEijaTIHkEbhkD5j5N+1KWzcNKfWlLqTOTOgATss466OAbw9i7JNKhUCXxZc EWoA5QSUY4cDAxTa1zwQGg== 0001299933-06-005033.txt : 20060731 0001299933-06-005033.hdr.sgml : 20060731 20060731125214 ACCESSION NUMBER: 0001299933-06-005033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060727 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20060731 DATE AS OF CHANGE: 20060731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESPIRONICS INC CENTRAL INDEX KEY: 0000780434 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 251304989 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16723 FILM NUMBER: 06990277 BUSINESS ADDRESS: STREET 1: 1010 MURRY RIDGE LANE CITY: MURRYSVILLE STATE: PA ZIP: 15668-8525 BUSINESS PHONE: 7243875200 MAIL ADDRESS: STREET 1: 1010 MURRY RIDGE LANE CITY: MURRYSVILLE STATE: PA ZIP: 15668-8525 8-K 1 htm_14014.htm LIVE FILING Respironics, Inc. (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   July 27, 2006

Respironics, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 000-16723 25-1304989
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1010 Murry Ridge Lane, Murrysville, Pennsylvania   15668-8525
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   724-387-5200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

On July 27, 2006, Respironics, Inc. issued a press release announcing its financial results for the three months and fiscal year ended June 30, 2006. A copy of the press release is attached hereto as Exhibit 99.






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 hereunto duly authorized.

         
    Respironics, Inc.
          
July 27, 2006   By:   /s/ Daniel J. Bevevino
       
        Name: Daniel J. Bevevino
        Title: Vice President, and Chief Financial and Principal Accounting Officer


Exhibit Index


     
Exhibit No.   Description

 
99
  Press release, dated July 27, 2006, issued by Respironics, Inc.
EX-99 2 exhibit1.htm EX-99 EX-99

Exhibit 99

         
AT THE COMPANY   FINANCIAL RELATIONS BOARD    
Dan Bevevino
  Joe Calabrese   Julie Tu
 
       
Vice President & CFO
  General Contact   Analyst Information
 
       
(724) 387-5235
  (212) 827-3772   (212) 827-3776

RESPIRONICS EXCEEDS $1 BILLION IN REVENUES FOR FISCAL YEAR 2006,
REPORTS RECORD FINANCIAL RESULTS FOR FOURTH QUARTER AND
FULL FISCAL YEAR 2006

MURRYSVILLE, PA, July 27, 2006—RESPIRONICS, INC. (NASDAQ/NMS Symbol: RESP) today announced record financial results for the three months and fiscal year ended June 30, 2006.

FINANCIAL RESULTS

Three Months Ended June 30, 2006
Net sales for the fourth quarter totaled $280.7 million, up 12 percent over the $249.6 million achieved in the fourth quarter a year ago. Changes in foreign currency exchange rates negatively impacted revenues by approximately $1.3 million, or less than one percent, during the current year’s fourth quarter.

Domestic revenues increased 15 percent from $171.6 million in the fourth quarter a year ago to $196.9 million in the current year’s fourth quarter. The Company’s domestic revenue gains were led by a year-over-year increase of $18.0 million, or 17 percent, in domestic sleep therapy products. This increase in sleep therapy revenues was achieved as the Company continued its transition to the new M-Series platform of continuous positive airway pressure (“CPAP”) devices. The Company’s Alice® 5 Sleep Diagnostics System continues to gain acceptance in sleep labs, posting $5.9 million of revenues in the fourth quarter which represents 47 percent year-over-year growth. Additionally, the Company’s domestic Hospital Group revenues increased by 12 percent versus the prior year, led by a 26 percent increase in sales of hospital ventilation equipment which increased from $16.9 million last year to $21.3 million in the current year fourth quarter.

International revenues totaled $83.8 million for the fourth quarter, a 7 percent increase over the $78.0 million reported a year ago, led by solid 16 percent growth in the obstructive sleep apnea market or 17 percent on a constant currency basis. The Company also achieved 10 percent growth in its hospital products in the international markets. Excluding the impact of unfavorable changes in foreign currency exchange rates, international revenue growth was 9 percent versus the prior year. International revenues represented 30 percent of total revenues during the quarter.

Net income for the current quarter was $29.4 million, or $0.40 per diluted share, including stock compensation expenses totaling $3.0 million on a pre-tax basis, or approximately $0.03 per diluted share after tax. The current year represents the Company’s initial year for adoption of Financial Accounting Standards Board Statement Number 123 (Revised 2004) — “Share-Based Payment (“FASB No. 123( R )”).” Excluding the impact of stock compensation expense in the current year fourth quarter, net income was $31.5 million, or $0.43 per diluted share. This represents a 20 percent increase over $0.36 per diluted share reported a year ago, excluding the impact of restructuring and acquisition related expenses in the prior year. GAAP net income for the prior year fourth quarter was $24.7 million, or $0.34 per diluted share.

During the current year fourth quarter the Company incurred $2.2 million of restructuring and acquisition-related expenses, primarily associated with the closure of its Galway, Ireland manufacturing facility. Activities at this facility will be consolidated into the Company’s other facilities over the next several quarters. These expenses are included in the Company’s GAAP-basis $0.40 per diluted share and the $0.43 per diluted share excluding stock compensation expenses reported above.

The Company’s increase in earnings per share in the current year is primarily the result of sales growth and operating margin increases versus the prior year. With the financial information included in this press release, the Company provides a tabular reconciliation of GAAP net income with net income excluding the impact of stock compensation expenses.

Fiscal Year Ended June 30, 2006
For the fiscal year ended June 30, 2006, net sales increased to $1,046.1 million, a 15 percent increase compared to $911.5 million from last year.

Net income for the fiscal year ended June 30, 2006 was $99.9 million, or $1.36 per diluted share, including stock compensation expenses totaling $12.0 million on a pre-tax basis, or approximately $0.12 per diluted share after tax. Excluding the impact of stock compensation expenses in the current year, net income was $108.4 million, or $1.47 per diluted share. This represents a 20 percent increase over $1.22 per diluted share reported a year ago, excluding the impact of restructuring and acquisition related expenses in the prior year.

COMMENTS FROM MANAGEMENT
Quarterly Results

John Miclot, President and Chief Executive Officer of Respironics, commented, “We are extremely pleased to report another record quarter and fiscal year, in line with our guidance, for the period ended June 30, 2006. The fourth quarter of fiscal year 2006 marks a significant milestone for our company as Respironics surpassed the $1.0 billion revenue threshold. Both our Domestic Sleep and Home Respiratory Group and our Domestic Hospital Group delivered strong results. During this latest quarter, we successfully released the remaining CPAP devices in our new M-Series family of products for obstructive sleep apnea. To date, the market acceptance of these units has been very positive and we remain encouraged by these early results. We look forward to continued acceptance of this product line and to the release of our M-Series bi-level unit during the upcoming quarter. Additionally, customer and patient acceptance of our new ComfortLiteTM II mask continues to trend positively.”

Mr. Miclot further stated, “We are also very pleased with the results posted by our Domestic Hospital Group in our ventilation therapy and monitoring lines. These results were driven by sales of our Esprit® and BiPAP Vision® therapeutic ventilators and monitoring systems. We believe this strong performance reflects the investments we have made in this market and our focus on Total Ventilation SolutionsSM, which combines our range of ventilation therapies with patient monitoring to deliver optimal patient care.”

“Fiscal year 2006 was a very successful year for us in the international markets. We ended the year with another strong quarter of sleep therapy growth. During the quarter we posted 16 percent growth in these products, or 17 percent on a constant currency basis. During the quarter, our M-Series was available on a more limited basis in the international marketplace. We look forward to the full introduction of these units internationally over the next several quarters,” he added.

Commenting on the Company’s acquisition activities, Mr. Miclot noted “During the quarter, we also continued our business development efforts by spending $10.4 million to acquire OxyTec™ Medical Corporation, a company that has designed a unique and innovative portable oxygen concentrator. This acquisition is consistent with our strategy for the home respiratory marketplace to offer innovative solutions to optimize the treatment of the respiratory impaired patient in the home.”

Mr. Miclot added, “I would like to once again thank all of our associates for their contributions during fiscal year 2006 as they have delivered another record year of growth and profitability. Through our associates’ outstanding efforts, our Company has driven past the $1.0 billion revenue level. I look forward to their future contributions as we continue to pursue our strategy of delivering valued solutions to the global sleep and respiratory markets.”

Financial Position
The Company continues to maintain a strong balance sheet position, with $265.4 million of cash and marketable securities as of June 30, 2006. During the quarter, the Company continued to maintain days sales outstanding in accounts receivable at 60 days. The Company’s long-term debt balance was $26.8 million as of June 30, 2006. Respironics’ strong balance sheet positions the Company to execute its strategy which calls for optimizing the Company’s core growth drivers while investing in new areas of the sleep and respiratory markets.

Outlook
For fiscal year 2007, the Company is comfortable with earnings per share estimates (exclusive of stock compensation expense) of approximately $1.72 to $1.77. Revenue expectations for the year are approximately $1,190 million to $1,215 million. Earnings per share estimates for the quarter ending September 30, 2006 are in the range of $0.32 to $0.33.

This earnings per share outlook does not include the impact of FASB No. 123( R ). During the 2007 fiscal year, the Company expects to incur approximately $13.5 million to $14.5 million of stock compensation expense on a pre-tax basis, or $0.12 to $0.13 per share after tax. The Company expects to incur $3.0 million to $3.5 million of stock compensation expense on a pre-tax basis, or $0.03 per share after tax during the first quarter of the 2007 fiscal year. The actual expenses recorded during the 2007 fiscal year may fluctuate based on factors such as the actual number of equity awards granted to employees and changes in the Company’s stock price and interest rates.

* * * * *

Respironics is a leading developer, manufacturer and distributor of innovative products and programs that serve the global sleep and respiratory markets. Focusing on emerging market needs, the Company is committed to providing valued solutions to help improve outcomes for patients, clinicians and health care providers. Respironics markets its products in 131 countries and employs more than 4,700 associates worldwide. Further information can be found on the Company’s Web site: www.respironics.com.

The Company will host a conference call at 8:30 a.m. Eastern Time today to discuss these quarterly results, market trends and future outlook. The conference call will be broadcast live over the Internet and can be accessed by all interested parties from the Company’s web site at http://www.respironics.com or at http://www.companyboardroom.com. Please allow extra time prior to the call to visit the site and download the streaming media software required to listen to the Internet broadcast. A replay of the web cast will be available following the call.

FORWARD-LOOKING STATEMENT
This document contains forward-looking statements, including statements relating to, among other things, developments in the healthcare industry; the success of the Company’s marketing, sales, and promotion programs; future sales and acceptance of the Company’s products and programs; the timing and success of new product introductions; new product development; anticipated cost savings; FDA and other regulatory requirements and enforcement actions; future results from acquisitions and strategic investments; growth rates in foreign markets; regulations and other factors affecting operations and sales outside the United States; foreign currency fluctuations; the effects of a major earthquake, cyber-attack or other catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems; customer consolidation and concentration; increasing price competition and other competitive factors in the manufacture, distribution, and sale of products; interest rate fluctuations; expiration of intellectual property rights; intellectual property and related litigation; other litigation; future levels of earnings and revenues; the number of equity awards granted to employees and changes in the Company’s stock price; and third party reimbursement; all of which are subject to change. Actual results may differ materially from those described in any forward-looking statements. Additional information on potential factors that could affect the Company’s financial results are included in the reports filed with the SEC, including the reports on Form 10-K, 10-Q and 8-K.

1

RESPIRONICS, INC. AND SUBSIDIARIES

Condensed Statement of Operations
(Unaudited)
(In thousands, except per share amounts)

                                 
    Three months ended
  Fiscal year ended
 
    6/30/06       6/30/05       6/30/06       6/30/05  
 
                               
Sales
  $ 280,706     $ 249,643     $ 1,046,141     $ 911,497  
Gross profit
    150,753       137,894       572,878       498,282  
Stock compensation expenses (1)
    2,984       0       11,955       0  
Income before income taxes
    46,108       39,197       159,222       135,719  
Net income
    29,402       24,686       99,893       84,356  
Basic earnings per share
    0.40       0.34       1.38       1.19  
Diluted earnings per share
    0.40       0.34       1.36       1.17  
Diluted earnings per share, excluding the impact of stock compensation expenses (1)
    0.43       0.34       1.47       1.17  
Basic shares outstanding
    72,673       71,577       72,311       70,896  
Diluted shares outstanding
    73,671       72,553       73,570       72,255  

(1) - See reconciliation of Non-GAAP financial measures in table at the end of this press release.

Product Sales Summary

(Unaudited)
(Dollars in thousands)

                                 
    Three months ended
  Fiscal year ended
 
    6/30/06       6/30/05       6/30/06       6/30/05  
 
                               
Domestic Sleep and Home Respiratory Group
  $ 148,754     $ 128,593     $ 535,654     $ 463,073  
Domestic Hospital Group
    48,149       43,012       189,127       162,137  
International Group
    83,803       78,038       321,360       286,287  
Total
  $ 280,706     $ 249,643     $ 1,046,141     $ 911,497  

2

Condensed Balance Sheet

(Unaudited)
(Dollars in thousands)

                 
    At   At
    6/30/06   6/30/05
Cash and cash equivalents
  $ 259,513     $ 234,632  
Marketable securities
    5,838       0  
Trade accounts receivable
    187,502       153,479  
Inventories
    124,149       96,315  
Other current assets
    65,090       51,698  
Total current assets
    642,092       536,124  
Property, plant and equipment (net)
    137,943       127,376  
Other assets, including goodwill
    237,343       214,946  
Total assets
  $ 1,017,378     $ 878,446  
Current liabilities
  $ 211,042     $ 198,022  
Long-term obligations
    26,756       29,241  
Other non-current liabilities
    15,132       23,537  
Shareholders’ equity
    764,448       627,646  
Total liabilities and shareholders’ equity
  $ 1,017,378     $ 878,446  

3

Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(Dollars in thousands, except per share amounts)

In managing its business, Respironics makes use of certain non-GAAP financial measures in evaluating the Company’s results of operations from core operations. The measure, “net income, excluding the impact of stock compensation expenses,” is reconciled with GAAP net income in the table below:

                                 
    Three months ended
  Fiscal year ended
 
    6/30/06       6/30/05       6/30/06       6/30/05  
 
                               
GAAP net income
  $ 29,402   $ 24,686   $ 99,893   $ 84,356
Stock compensation expenses, net of tax
  2,108   0   8,531   0
Net income, excluding the impact of FAS 123( R )
  $ 31,510   $ 24,686   $ 108,424   $ 84,356
GAAP Diluted shares outstanding
  73,671   72,553   73,570   72,255
FAS 123( R ) impact on diluted shares outstanding
  302   0   302   0
Diluted earnings per share, excluding the impact of FAS 123( R )
  73,973   72,553   73,872   72,255
Diluted earnings per share, excluding the impact of FAS 123( R )
  $ 0.43   $ 0.34   $ 1.47   $ 1.17

The Company adopted FASB No. 123(.R ) on July 1, 2005 using the modified prospective method, which resulted in the recognition of stock compensation expenses in the statement of operations during the quarter and fiscal year ended June 30, 2006 without corresponding charges in the prior year periods. Respironics believes that presenting diluted earnings per share, excluding the impact of stock compensation expenses, is an additional measure of performance that investors can use to compare operating results between reporting periods. Management of the Company uses this information in evaluating the Company’s results of operations and believes that this information may also provide investors better insight in evaluating the Company’s earnings performance from core operations in comparison to the prior year.

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