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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 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, 2003

 

or

 

¨ Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the transition period from                      to                     

 

Commission File No. 000-16723

 

RESPIRONICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   25-1304989

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

1010 Murry Ridge Lane

Murrysville, Pennsylvania

  15668-8525
(Address of principal executive offices)   (Zip Code)

 

724-387-5200

(Registrant’s Telephone Number, including area code)

 

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 ¨.

 

As of January 31, 2004, there were 37,880,515 shares of Common Stock of the registrant outstanding, of which 3,495,957 were held in treasury.

 



INDEX

 

RESPIRONICS, INC.

 

PART I - FINANCIAL INFORMATION

    

Item 1.

 

Financial Statements (Unaudited).

    
   

Independent Accountants’ Review Report.

   3
   

Consolidated balance sheets — December 31, 2003 and June 30, 2003.

   4
   

Consolidated statements of operations — Three months and six months ended December 31, 2003 and 2002.

   5
   

Consolidated statements of cash flows — Six months ended December 31, 2003 and 2002.

   6
   

Notes to consolidated financial statements — December 31, 2003.

   7

Item 2.

 

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

   15

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk.

   19

Item 4.

 

Controls and Procedures.

   20

PART II - OTHER INFORMATION

    

Item 1.

 

Legal Proceedings.

   20

Item 2.

 

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

   20

Item 3.

 

Defaults Upon Senior Securities.

   20

Item 4.

 

Submission of Matters to a Vote of Security Holders.

   21

Item 5.

 

Other Information.

   21

Item 6.

 

Exhibits and Reports on Form 8-K.

   21

SIGNATURES

   22

 


Independent Accountants’ Review Report

 

Board of Directors

Respironics, Inc. and Subsidiaries

 

We have reviewed the accompanying consolidated balance sheet of Respironics, Inc. and Subsidiaries as of December 31, 2003, and the related consolidated statements of operations for the three-month and six-month periods ended December 31, 2003 and 2002, and the condensed consolidated statements of cash flows for the six-month periods ended December 31, 2003 and 2002. These financial statements are the responsibility of the Company’s management.

 

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

 

We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Respironics, Inc. and Subsidiaries as of June 30, 2003, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended not presented herein and in our report dated July 22, 2003 we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph for the Company adopting Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” effective July 1, 2002. In our opinion, the information set forth in the accompanying consolidated balance sheet as of June 30, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ Ernst & Young LLP

 

Pittsburgh, Pennsylvania

January 20, 2004

 

3


CONSOLIDATED BALANCE SHEETS

 

RESPIRONICS, INC. AND SUBSIDIARIES

 

     (Unaudited)        
    

December 31

2003


   

June 30

2003


 

ASSETS

                

CURRENT ASSETS

                

Cash and cash equivalents

   $ 121,849,626     $ 95,900,114  

Trade accounts receivable

     135,554,952       128,126,999  

Inventories

     82,646,744       83,986,140  

Prepaid expenses and other current assets

     10,482,290       7,890,194  

Deferred income tax benefits

     25,325,819       24,111,838  
    


 


TOTAL CURRENT ASSETS

     375,859,431       340,015,285  

PROPERTY, PLANT AND EQUIPMENT

                

Land

     2,910,591       2,868,310  

Buildings

     17,231,912       16,888,036  

Production and office equipment

     229,244,306       218,839,491  

Leasehold improvements

     7,329,267       7,630,418  
    


 


       256,716,076       246,226,255  

Less allowances for depreciation and amortization

     148,153,958       147,546,282  
    


 


       108,562,118       98,679,973  

OTHER ASSETS

     35,374,744       34,591,712  

GOODWILL

     109,674,204       108,909,352  
    


 


     $ 629,470,497     $ 582,196,322  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY

                

CURRENT LIABILITIES

                

Accounts payable

   $ 41,931,475     $ 40,531,413  

Accrued expenses and other current liabilities

   $ 80,275,693       68,389,269  

Current portion of long-term obligations

     11,471,858       18,307,876  
    


 


TOTAL CURRENT LIABILITIES

     133,679,026       127,228,558  

LONG-TERM OBLIGATIONS

     24,004,877       16,513,243  

OTHER NON-CURRENT LIABILITIES

     7,071,952       11,585,202  

SHAREHOLDERS’ EQUITY

                

Common Stock, $.01 par value; authorized 100,000,000 shares; issued 37,750,748 shares at December 31, 2003 and 37,505,700 shares at June 30, 2003; outstanding 34,202,488 shares at December 31, 2003 and 33,957,221 shares at June 30, 2003

     377,507       375,057  

Additional capital

     232,298,960       226,884,681  

Accumulated other comprehensive income (loss)

     1,817,467       (3,557,902 )

Retained earnings

     272,083,395       245,031,878  

Treasury stock

     (41,862,687 )     (41,864,395 )
    


 


TOTAL SHAREHOLDERS’ EQUITY

     464,714,642       426,869,319  
    


 


     $ 629,470,497     $ 582,196,322  
    


 


 

See notes to consolidated financial statements.

 

4


CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

 

RESPIRONICS, INC. AND SUBSIDIARIES

 

    

Three months ended

December 31


  

Six months ended

December 31


     2003

    2002

   2003

    2002

Net sales

   $ 192,317,966     $ 151,881,186    $ 356,376,030     $ 290,523,408

Cost of goods sold

     90,838,854       75,551,465      170,840,439       146,057,631
    


 

  


 

       101,479,112       76,329,721      185,535,591       144,465,777

General and administrative expenses

     30,107,513       21,257,270      53,779,490       39,036,275

Sales, marketing and commission expenses

     37,289,659       27,594,903      70,320,446       54,811,725

Research and development expenses

     6,493,751       5,523,768      12,932,207       11,007,971

Contribution to foundation

     1,500,000       —        1,500,000       —  

Restructuring and acquisition-related expenses

     2,545,162       7,043,385      5,890,626       10,208,479

Other (income) expense, net

     (1,641,965 )     98,042      (1,714,596 )     298,804
    


 

  


 

       76,294,120       61,517,368      142,708,173       115,363,254
    


 

  


 

INCOME BEFORE INCOME TAXES

     25,184,992       14,812,353      42,827,418       29,102,523

Income taxes

     9,283,488       5,599,069      15,775,901       11,003,611
    


 

  


 

NET INCOME

     15,901,504     $ 9,213,284    $ 27,051,517     $ 18,098,912
    


 

  


 

Basic earnings per share

   $ 0.47     $ 0.28    $ 0.79     $ 0.54
    


 

  


 

Basic shares outstanding

     34,112,252       33,477,475      34,067,958       33,402,190

Diluted earnings per share

   $ 0.45     $ 0.27    $ 0.77     $ 0.53
    


 

  


 

Diluted shares outstanding

     35,044,972       34,238,651      34,975,573       34,214,354

 

See notes to consolidated financial statements.

 

5


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

RESPIRONICS, INC. AND SUBSIDIARIES

 

     Six Months Ended December 31

 
     2003

    2002

 

OPERATING ACTIVITIES

                

Net income

   $ 27,051,517     $ 18,098,912  

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

                

Depreciation and amortization

     19,642,507       21,348,496  

Changes in operating assets and liabilities:

                

Accounts receivable

     (7,427,953 )     (5,428,608 )

Inventories

     1,339,396       748,496  

Other operating assets and liabilities

     10,054,992       2,791,828  
    


 


NET CASH PROVIDED BY OPERATING ACTIVITIES

     50,660,459       37,559,124  

INVESTING ACTIVITIES

                

Purchase of property, plant and equipment

     (25,663,910 )     (21,277,139 )

Additional purchase price and transaction costs for previously acquired businesses

     (764,873 )     (823,978 )
    


 


NET CASH USED BY INVESTING ACTIVITIES

     (26,428,783 )     (22,101,117 )

FINANCING ACTIVITIES

                

Net decrease in borrowings

     (2,427,342 )     (17,307,841 )

Issuance of common stock

     4,145,178       2,910,428  
    


 


NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES

     1,717,836       (14,397,413 )
    


 


INCREASE IN CASH AND CASH EQUIVALENTS

     25,949,512       1,060,594  

Cash and cash equivalents at beginning of period

     95,900,114       62,334,684  
    


 


CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 121,849,626     $ 63,395,278  
    


 


 

See notes to consolidated financial statements.

 

6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

RESPIRONICS, INC. AND SUBSIDIARIES

 

December 31, 2003

 

NOTE A — BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and six months ended December 31, 2003 are not necessarily indicative of the results that may be expected for the year ended June 30, 2004. The amounts and information as of June 30, 2003 set forth in the consolidated balance sheet and notes to the consolidated financial statements that follow was derived from the Company’s Annual Report on Form 10-K for the year ended June 30, 2003. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2003.

 

NOTE B – ACCOUNTS RECEIVABLE

 

Trade accounts receivable in the consolidated balance sheets is net of allowances for doubtful accounts of $14,278,000 as of December 31, 2003 and $12,808,000 as of June 30, 2003.

 

NOTE C – INVENTORIES

 

The composition of inventories is as follows:

 

     December 31
2003


   June 30
2003


Raw materials

   $ 22,379,000    $ 18,091,000

Work-in-process

     8,274,000      8,727,000

Finished goods

     51,994,000      57,168,000
    

  

     $ 82,647,000    $ 83,986,000
    

  

 

NOTE D – GOODWILL

 

The Company performed its annual impairment test as of December 31, 2003 and determined that no impairment exists. The Company will update this annual test as of December 31 in future years, and on an interim basis as determined necessary in accordance with Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

 

NOTE E – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

The Company’s functional currency is the U.S. Dollar, and a substantial majority of the Company’s sales, expenses, and cash flows are transacted in U.S. Dollars. The Company also does business in various foreign currencies, primarily the Japanese Yen, the Euro, the Hong Kong Dollar and the Chinese Yuan. As part of the Company’s risk

 

7


management strategy, management put in place a hedging program beginning on July 1, 2003 under which the Company enters into foreign currency option and forward contracts to hedge a portion of cash flows denominated in Japanese Yen.

 

On July 1, 2003 the Company acquired foreign currency option and forward contracts to hedge a portion of forecasted cash flows and recognized foreign currency transactions denominated in Japanese Yen. These foreign currency option and forward contracts have notional amounts of approximately $15,304,000 as of December 31, 2003 and mature at various dates through June 30, 2004. As of December 31, 2003, the fair market value of the contracts resulted in an accrued cost of $535,000, which is recorded in accrued expenses and other current liabilities.

 

These contracts are entered into to reduce the risk that the Company’s earnings and cash flows, resulting from certain forecasted and recognized currency transactions, will be affected by changes in foreign currency exchange rates. However, the Company may be impacted by changes in foreign exchange rates related to the portion of the forecasted transactions that is not hedged. The success of the hedging program depends, in part, on forecasts of the Company’s transactions in Japanese Yen. Hedges are placed for periods consistent with identified exposures, but not longer than the end of the year for which the Company has substantially completed its annual business plan.

 

The Company may experience unanticipated foreign currency exchange gains or losses to the extent that there are timing differences between forecasted and actual activity during periods of currency volatility. However, since the critical terms of contracts designated as cash flow hedges are the same as the underlying forecasted and recognized currency transactions, changes in fair value of the contracts should be highly effective in offsetting the present value of changes in the expected cash flows from the forecasted and recognized currency transactions. The ineffective portion of changes in the fair value of contracts designated as hedges, if any, is recognized immediately in earnings. The Company did not recognize material gains or losses resulting from either hedge ineffectiveness or changes in forecasted transactions during the three-month and six-month periods ended December 31, 2003.

 

The effective portion of any changes in the fair value of the derivative instruments, designated as cash flow hedges, is recorded in other comprehensive (income) loss (“OCI”) until the hedged forecasted transaction occurs or the recognized currency transaction affects earnings. Once the forecasted transaction occurs or the recognized currency transaction affects earnings, the effective portion of any related gains or losses on the cash flow hedge is reclassified from OCI to earnings. In the event the hedged forecasted transaction does not occur, or it becomes probable that it will not occur, the ineffective portion of any gain or loss on the related cash flow hedge would be reclassified from OCI to earnings at that time.

 

For the three-month and six-month periods ended December 31, 2003, the Company recognized net losses related to designated cash flow hedges in the amount of $271,000 and $311,000, respectively. These amounts are classified with other (income) expense, net in the consolidated statement of operations. During the three-month and six-month periods ended December 31, 2003, the derivative losses were more than offset by realized and unrealized currency gains on the cash flows being hedged, which are also classified with other (income) expense, net in the consolidated statement of operations. As of December 31, 2003, a loss of $312,000 was included in OCI. This loss is expected to be charged to earnings during the 2004 fiscal year as the hedged transactions occur, and it is expected that the loss will be more than offset by currency gains on the items being hedged.

 

8


NOTE F – COMMITMENTS AND CONTINGENCIES

 

Litigation:

 

The Company is, as a normal part of its business operations, a party to legal proceedings in addition to those previously described in filings of the Company. Legal counsel has been retained for each proceeding and none of these proceedings is expected to have a material adverse impact on the Company’s results of operations or financial condition.

 

Contingent Obligations Under Recourse Provisions:

 

In connection with customer leasing programs, the Company uses independent leasing companies to provide financing to certain customers for the purchase of the Company’s products. The Company is contingently liable, in the event of a customer default, to the leasing companies within certain limits for unpaid installment receivables initiated by or transferred to the leasing companies. The transfer of certain of these installment receivables meets the criteria of Statement of Financial Accounting Standards No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities,” and therefore are not recorded on the Company’s financial statements. The total exposure for unpaid installment receivables meeting these criteria and not recorded on the Company’s financial statements was approximately $13,215,000 at December 31, 2003 as compared to $12,147,000 at June 30, 2003. Approximately 7% of the Company’s net sales were made under these financing arrangements during the three-month and six-month periods ended December 31, 2003 (compared to 8% during the three-mo