-----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, JCt2T6+0KxVAZK0uuA7woxI+27DVLamdP0VdHJL7qA0sxxU5HaDi7wbi926xgC4O 2jPR9WbuTocp2mado4IMWQ== 0001299933-07-000517.txt : 20070129 0001299933-07-000517.hdr.sgml : 20070129 20070129123308 ACCESSION NUMBER: 0001299933-07-000517 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070125 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20070129 DATE AS OF CHANGE: 20070129 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: 07559670 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_17824.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):   January 25, 2007

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 January 25, 2007, Respironics, Inc. issued a press release announcing its financial results for the three months and six months ended December 31, 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.
          
January 25, 2007   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 January 25, 2007, 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 REPORTS RECORD FINANCIAL RESULTS
FOR FISCAL YEAR 2007 SECOND QUARTER,
M-SERIES CPAP FULLY LAUNCHED, OPTILIFE™ PATIENT MASK INTRODUCED

MURRYSVILLE, PA, January 25, 2007—RESPIRONICS, INC. (NASDAQ/NMS Symbol: RESP) today announced record financial results for the three months and six months ended December 31, 2006.

FINANCIAL RESULTS

Three Months Ended December 31, 2006
Net sales for the second quarter totaled $288.7 million, up 12 percent over the $257.9 million achieved in the second quarter a year ago.

Domestic revenues increased from $176.9 million in the second quarter a year ago to $193.2 million in the current year’s second quarter, an increase of 9%. The Company’s domestic revenue gains were led by a year-over-year increase of $13.3 million, or 13 percent, in domestic sleep therapy products. This increase in sleep therapy revenues was achieved during a quarter when the Company completed its planned transition to the new M-Series platform of positive airway pressure devices, while also working through a previously announced limited, voluntary product recall of a heated humidifier device used with its older legacy CPAP systems. The Company’s Alice® 5 Sleep Diagnostics System continues to gain market share in sleep labs, posting $4.4 million of domestic revenues in the second quarter which represents 22 percent year-over-year growth. Additionally, the Company’s Hospital Group was led by 21 percent growth in hospital ventilation which increased from $19.3 million last year to $23.2 million in the current year second quarter. These revenue gains across key growth drivers were partially offset by year-over-year declines in sales of home respiratory care products, including oxygen concentrators, and infant monitors from our Children’s Medical Ventures business.

International revenues totaled $95.5 million for the second quarter, an 18 percent increase over the $81.1 million reported a year ago, led by 26 percent growth in the sleep therapy market. The Company also achieved 23 percent growth in its hospital products in the international markets. International revenues represented 33 percent of total revenues during the current year’s second quarter.

On a global basis, sleep therapy revenues grew by 16 percent during the second quarter, from $137.5 million to $159.9 million. Global hospital ventilation sales grew by 17 percent, from $32.8 million to $38.4 million in the second quarter of fiscal year 2007.

Net income for the current quarter was $29.6 million, or $0.40 per diluted share, including stock compensation expenses totaling $3.1 million on a pre-tax basis, or $0.03 per diluted share after tax. This represents 22 percent earnings per share growth compared to the $0.33 per diluted share reported in the prior year second quarter. The prior year second quarter included $3.1 million of stock compensation expenses on a pre-tax basis, or $0.03 per diluted share after tax. Excluding the impact of stock compensation expense in the current year second quarter, net income was $31.6 million, or $0.43 per diluted share. This represents a 20 percent increase over the $0.36 per diluted share reported a year ago, excluding stock compensation expenses.

During the current year second quarter the Company incurred $1.2 million of restructuring and acquisition-related expenses, primarily associated with the restructuring of operations at certain manufacturing facilities and the integration of acquired companies. These expenses are included in both the Company’s GAAP-basis $0.40 per diluted share and the non-GAAP $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.

Six Months Ended December 31, 2006
For the six months ended December 31, 2006, net sales increased to $555.3 million, an 11 percent increase compared to $498.1 million from the last year’s comparable six-month period.

Net income for the six months ended December 31, 2006 was $51.7 million, or $0.70 per diluted share, including stock compensation expenses totaling $6.1 million on a pre-tax basis, or approximately $0.05 per diluted share after tax. Excluding the impact of stock compensation expenses in the current year, net income was $55.8 million, or $0.75 per diluted share. This represents an 18 percent increase over $0.64 per diluted share reported a year ago, excluding the impact of stock compensation expenses.

COMMENTS FROM MANAGEMENT
Quarterly Results
John Miclot, President and Chief Executive Officer, commented on the Company’s results, “We are pleased to be reporting another quarter of record revenues and profits in line with our guidance, including approximately 20 percent year-over-year earnings per share growth. We completed the planned transition to our new family of sleep therapy products during our second quarter, and our M-series of devices is now fully launched. The new family includes a full range of CPAP devices from our advanced auto titrating unit to our basic REMstar® CPAP device. The M-series also includes bi-level devices for those patients requiring the enhanced breathing modalities of these more sophisticated units. During the quarter our global sleep therapy revenues increased by approximately 16 percent year-over-year while we completed the transition to the M-Series. Our sleep diagnostic business also posted strong growth with year-over-year revenues increasing by 22 percent domestically,” he stated. “We have continued to increase our investment in research and development in the sleep therapy area, and we recently released our OptiLifeTM mask, our newest patient interface offering. This new pillows-based mask seals easily and effectively, is very lightweight, and enhances patient comfort. We look forward to the full roll-out of this mask to both providers and sleep labs over the next several quarters. Additionally, we are pleased to report that we have filed our 510(k) application for our BiPAP® autoSVTM unit for the treatment of complex apnea,” he added.

“Our hospital ventilation business, as well as our cardio-respiratory monitoring products, performed very well during the quarter,” Mr. Miclot commented. “Domestically, these critical care products increased by 22 percent; and in the international markets, our hospital ventilators and monitors increased by 16 percent.”

Mr. Miclot commented on the Company’s progress in the international marketplace, “We continue to be pleased with our market share gains in the sleep therapy segment in the international markets. This quarter we posted 26 percent growth in international sleep therapy led by our results in the European and Asia-Pacific regions. We have now received the necessary product registrations and approvals required for the sale of our M-Series of CPAP devices into all our major international markets, and, we continued with our international expansion strategy with the recently completed acquisition of the homecare business of our Australian customer, Mayo Healthcare Group Pty Ltd. The focus of this acquisition will be to increase and optimize our presence in that country,” he noted.

Financial Position
The Company continues to maintain a strong balance sheet position, with $277.3 million of cash and short-term investments as of December 31, 2006, representing an increase of $1.6 million compared to September 30, 2006 after making $12.4 million of strategic investments and acquisition-related payments during the quarter. During the quarter, the Company’s accounts receivable days sales outstanding were reduced to 62 days from 64 days as of September 30, 2006. The Company’s long-term debt balance was $25.6 million as of December 31, 2006, compared to $26.3 million as of September 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 $1.74 to $1.77. Revenue expectations for the year are approximately $1,175 million to $1,190 million. Earnings per share estimates for the quarter ending March 31, 2007 are in the range of $0.48 to $0.49.

This earnings per share outlook does not include the impact of FASB No. 123( R ), “Share-Based Payment.” During the 2007 fiscal year, the Company expects to incur approximately $13.0 million to $14.0 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 $3.5 million to $4.0 million of stock compensation expense on a pre-tax basis, or $0.03 to $0.04 per share after tax during the third 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 4,800 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, acceptance, and quality 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, enforcement actions, product recalls or related field 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 natural disaster, cyber-attack or other catastrophic event that results in the destruction or disruption of any 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 &
Reconciliation of Non-GAAP Financial Measures
(Unaudited)
(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 tables below.

For the three and six months ended December 31, 2006:

                                                 
    GAAP           Non-GAAP   GAAP           Non-GAAP
    3 months           3 months   6 months           6 months
    Ended   FAS 123(R)   Ended   Ended   FAS 123(R)   Ended
Fiscal Year 2007   12/31/06   Impact   12/31/06   12/31/06   Impact   12/31/06
Sales
  $ 288,664             $ 288,664     $ 555,287             $ 555,287  
Cost of goods sold
    134,145       (167 )     133,978       258,783       (337 )     258,446  
 
                                               
Gross profit
    154,519       167       154,686       296,504       337       296,841  
General & administrative expense
    38,425       (2,051 )     36,374       73,310       (4,066 )     69,244  
Sales, marketing, & commission expense
    54,864       (654 )     54,210       112,429       (1,315 )     111,114  
Research & development expense
    15,739       (186 )     15,553       30,252       (374 )     29,878  
Contribution to foundation
    0               0       0               0  
Restructuring & acquisition-related expense
    1,201               1,201       2,887               2,887  
Other income
    (2,855 )           (2,855 )     (4,840 )           (4,840 )
 
                                               
Net Income before income tax
  $ 47,145     $ 3,058     $ 50,203     $ 82,466     $ 6,092     $ 88,558  
Income tax
    17,546       1,029       18,575       30,798       1,968       32,766  
 
                                               
Net Income
  $ 29,599     $ 2,029     $ 31,628     $ 51,668     $ 4,124     $ 55,792  
Basic earnings per share
    0.41               0.43       0.71               0.77  
Basic shares outstanding
    73,024               73,024       72,929               72,929  
Diluted earnings per share
    0.40               0.43       0.70               0.75  
Diluted shares outstanding
    73,844       467       74,311       73,777       443       74,220  

2

For the three and six months ended December 31, 2005:

                                                 
    GAAP           Non-GAAP   GAAP           Non-GAAP
    3 months           3 months   6 months           6 months
    Ended   FAS 123(R)   Ended   Ended   FAS 123(R)   Ended
Fiscal Year 2006   12/31/05   Impact   12/31/05   12/31/05   Impact   12/31/05
Sales
  $ 257,901             $ 257,901     $ 498,124             $ 498,124  
Cost of goods sold
  $ 115,169       (178 )   $ 114,991     $ 222,712       (372 )     222,340  
 
                                               
Gross profit
    142,732       178       142,910       275,412       372       275,784  
General & administrative expense
    40,309       (2,006 )     38,303       81,861       (3,710 )     78,151  
Sales, marketing, & commission expense
    50,686       (735 )     49,951       101,193       (1,441 )     99,752  
Research & development expense
    12,962       (186 )     12,776       27,032       (356 )     26,676  
Contribution to foundation
    0               0       1,500               1,500  
Restructuring & acquisition-related expense
    224               224       1,313               1,313  
Other income
    (76 )           (76 )     (6,014 )           (6,014 )
 
                                               
Net Income before income tax
  $ 38,627     $ 3,105     $ 41,732     $ 68,527     $ 5,879     $ 74,406  
Income tax
    14,574       897       15,471       25,898       1,662       27,560  
 
                                               
Net Income
  $ 24,053     $ 2,208     $ 26,261     $ 42,629     $ 4,217     $ 46,846  
 
                                               
Basic earnings per share
    0.33               0.36       0.59               0.65  
Basic shares outstanding
    72,160               72,160       72,014               72,014  
Diluted earnings per share
    0.33               0.36       0.58               0.64  
Diluted shares outstanding
    73,540       296       73,836       73,453       315       73,768  

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.

3

Product Sales Summary

(Unaudited)
(Dollars in thousands)

                                 
    Three months ended
  Six months ended
 
    12/31/06       12/31/05       12/31/06       12/31/05  
 
                               
Domestic Sleep and Home Respiratory Group
  $ 138,552     $ 127,653     $ 276,810     $ 251,257  
Domestic Hospital Group
    54,610       49,237       97,947       91,641  
International Group
    95,502       81,011       180,530       155,226  
Total
  $ 288,664     $ 257,901     $ 555,287     $ 498,124  

Condensed Balance Sheet

(Unaudited)
(Dollars in thousands)

                 
    At   At
    12/31/06   6/30/06
Cash and cash equivalents
  $ 249,292     $ 259,513  
Short-term investments
    27,983       5,838  
Trade accounts receivable
    198,289       187,502  
Inventories
    144,676       124,149  
Other current assets
    71,453       65,090  
Total current assets
    691,693       642,092  
Property, plant and equipment (net)
    143,430       137,943  
Other assets, including goodwill
    249,750       237,343  
Total assets
  $ 1,084,873     $ 1,017,378  
Current liabilities
  $ 203,487     $ 211,042  
Long-term obligations
    25,578       26,756  
Other non-current liabilities
    20,756       15,132  
Shareholders’ equity
    835,052       764,448  
Total liabilities and shareholders’ equity
  $ 1,084,873     $ 1,017,378  

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