REZI 8-K
Resideo Technologies, Inc. (REZI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
On August 5, 2021, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its second quarter 2021 earnings, which is furnished herewith as Exhibit 99.1.
Previously, on August 3, 2021, the Company issued a press release announcing a binding agreement in principle to settle the pending securities class action litigation arising from allegations with respect to statements and disclosures made in 2019, which is furnished herewith as Exhibit 99.2.
The information furnished pursuant to Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| 99.1 | Resideo Technologies, Inc. Earnings Press Release dated August 5, 2021 | |
| 99.2 | Resideo Technologies, Inc. Press Release dated August 3, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 5, 2021 | RESIDEO TECHNOLOGIES, INC. | |||||
| By: | /s/ Jeannine J. Lane | |||||
| Name: | Jeannine J. Lane | |||||
| Title: | Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | |||||
3
Exhibit 99.1
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Resideo Announces Second Quarter 2021 Financial Results
AUSTIN, Texas, August 5, 2021 – Resideo Technologies, Inc. (NYSE: REZI), a leading global provider of home comfort and security solutions and distributor of commercial and residential security and audio-visual products, today announced financial and operating results for the second quarter ended July 3, 2021.
Second Quarter 2021 Highlights
| • | Net revenue of $1.5 billion, up 44% from $1.0 billion in the second quarter 2020 |
| • | Gross profit margin of 25.8%, up 290 basis points compared to gross profit margin of 22.9% in the prior year comparable period |
| • | Operating profit of $121 million, an increase of $127 million over an operating loss of $6 million in the second quarter 2020 |
| • | Cash provided by operating activities of $94 million compared to cash provided by operating activities of $145 million in the prior year comparable period |
Second Quarter 2021 Performance
Consolidated revenue of $1.5 billion in the second quarter 2021 increased 44% compared with $1.0 billion in the second quarter 2020, which was negatively impacted by the emergence of COVID-19. Products & Solutions revenue was $598 million, an increase of 50% compared with revenue of $398 million in the prior year comparable period primarily due to strong demand across Products & Solutions’ end markets and channels. ADI Global Distribution revenue was $879 million, an increase of 39% compared with revenue of $631 million in the prior year comparable period primarily due to higher volumes as demand improved for products serving both commercial and residential markets.
Gross profit margin for the second quarter 2021 was 25.8%, up 290 basis points compared to 22.9% in the second quarter 2020. Products & Solutions gross profit margin of 38.6% increased 470 basis points from 33.9% in the second quarter 2020. The increase was primarily attributable to higher sales volume and productivity improvements partially offset by higher freight costs. ADI Global Distribution gross profit margin was 17.3%, an increase of 130 basis points compared to the prior year comparable period gross profit margin of 16.0%. The increase was primarily a result of improved product line margin and higher purchase rebates partially offset by higher freight costs.
Resideo’s operating profit of $121 million in the second quarter 2021 was up $127 million compared to second quarter 2020 operating loss of $6 million. Products & Solutions operating profit of $129 million in the second quarter 2021 increased from $42 million in the second quarter 2020. The increase was primarily the result of higher volumes and improved gross profit margin. ADI Global Distribution operating profit increased to $66 million in the second quarter 2021 from $31 million in the second quarter 2020, primarily due to strong operating expense leverage over the higher revenue. Corporate costs were $74 million in the second quarter 2021, down $5 million from $79 million in the prior year comparable period primarily due to reduced spin related expenses and lower restructuring costs offset by a $16 million expense related to the pending securities class action litigation settlement net of insurance recoveries.
Net income for the second quarter 2021 was $58 million, or $0.39 per diluted common share, compared with a net loss of $76 million, or a loss of $0.62 per diluted common share, in the second quarter 2020.
Cash Flow and Liquidity
The company reported net cash provided by operating activities of $94 million for the second quarter 2021, a decrease of $51 million from the prior year comparable period. The lower operating cash generation was primarily the result of unusual positive cash flow items in 2020 related to COVID-19, including working capital decline and cash conservation efforts. On July 3, 2021, Resideo had cash and cash equivalents of $579 million and total outstanding debt of $1.2 billion.
Outlook
The company today updated its outlook for 2021 and now expects full year revenue to be in the range of $5.85 billion to $5.95 billion, gross profit margin in the range of 26% to 28% and operating profit in the range of $535 million to $565 million.
The company expects third quarter 2021 revenue to be in the range of $1.50 billion to $1.55 billion, gross profit margin in the range of 26.5% to 28.5% and operating profit in the range of $140 million to $150 million.
Management Remarks
“The second quarter was another period of strong market demand and solid execution for Resideo,” commented Jay Geldmacher, Resideo’s president and CEO. “We experienced positive tailwinds across the residential and commercial markets we serve.
The strong demand was accompanied by a continuation of the challenging global logistics and supply chain environments. Our team is focused on aggressively managing these dynamics to ensure Resideo remains well positioned to meet the needs of current and new customers.
“Driven by the strong market conditions and the hard work of the Resideo team, we meaningfully expanded profitability while accelerating investment across the business. At ADI, we continue to roll out tools that enable the business to better understand and serve its customers, particularly through digital channels. Within P&S, we have made investments in infrastructure to improve productivity of the sales organization and to accelerate activity within engineering. We believe these and other investments are helping drive improved near-term results and better position Resideo for future growth and profitability expansion.”
Conference Call and Webcast Details
Resideo will hold a conference call with investors on August 5, 2021, at 5:00 p.m. EDT. A real-time audio webcast of the call will be accessible at https://investor.resideo.com, where related materials will be posted before the call. A replay of the webcast will be available following the presentation. To join the conference call, please dial 833-972-2949 (U.S. toll-free) or 1-236-714-2869 (international), with the conference title “Resideo Second Quarter 2021 Earnings” or the conference ID: 1581216.
About Resideo
Resideo is a leading global manufacturer and distributor of technology-driven products and solutions that provide comfort, security, energy efficiency and control to customers worldwide. Building on a 130-year heritage, Resideo has a presence in more than 150 million homes, with 15 million systems installed in homes each year. We continue to serve more than 110,000 professionals through leading distributors, including our ADI Global Distribution business, which exports to more than 100 countries from nearly 200 stocking locations around the world. For more information about Resideo, please visit www.resideo.com.
| Contacts: | ||||
| Investors: | Media: | |||
| Jason Willey | Oliver Clark | |||
| [email protected] | [email protected] |
Table 1: SUMMARY OF FINANCIAL RESULTS (UNAUDITED)
(In millions)
| Q2 2021 | YTD 2021 | |||||||||||||||||||||||||||||||
| Products & Solutions |
ADI Global Distribution |
Corporate | Total Company |
Products & Solutions |
ADI Global Distribution |
Corporate | Total Company |
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| Revenue (1) |
$ | 598 | $ | 879 | $ | — | $ | 1,477 | $ | 1,204 | $ | 1,692 | $ | — | $ | 2,896 | ||||||||||||||||
| Cost of goods sold |
367 | 727 | 2 | 1,096 | 743 | 1,400 | 4 | 2,147 | ||||||||||||||||||||||||
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| Gross profit (loss) |
231 | 152 | (2 | ) | 381 | 461 | 292 | (4 | ) | 749 | ||||||||||||||||||||||
| Selling, general and administrative expenses (2) |
81 | 86 | 71 | 238 | 160 | 167 | 128 | 455 | ||||||||||||||||||||||||
| Research and development expenses (2) |
21 | — | 1 | 22 | 42 | — | 1 | 43 | ||||||||||||||||||||||||
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| Operating profit (loss) |
$ | 129 | $ | 66 | $ | (74 | ) | $ | 121 | $ | 259 | $ | 125 | $ | (133 | ) | $ | 251 | ||||||||||||||
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| Q2 2020 | YTD 2020 | |||||||||||||||||||||||||||||||
| Products & Solutions |
ADI Global Distribution |
Corporate | Total Company |
Products & Solutions |
ADI Global Distribution |
Corporate | Total Company |
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| Revenue (1) |
$ | 398 | $ | 631 | $ | — | $ | 1,029 | $ | 873 | $ | 1,335 | $ | — | $ | 2,208 | ||||||||||||||||
| Cost of goods sold |
263 | 530 | — | 793 | 577 | 1,108 | 3 | 1,688 | ||||||||||||||||||||||||
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| Gross profit (loss) |
135 | 101 | — | 236 | 296 | 227 | (3 | ) | 520 | |||||||||||||||||||||||
| Selling, general and administrative expenses (2) |
76 | 70 | 77 | 223 | 161 | 148 | 146 | 455 | ||||||||||||||||||||||||
| Research and development expenses (2) |
17 | — | 2 | 19 | 35 | — | 2 | 37 | ||||||||||||||||||||||||
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| Operating profit (loss) |
$ | 42 | $ | 31 | $ | (79 | ) | $ | (6 | ) | $ | 100 | $ | 79 | $ | (151 | ) | $ | 28 | |||||||||||||
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| Q2 2021 % change compared with prior period | YTD 2021 % change compared with prior period | |||||||||||||||||||||||||||||||
| Products & Solutions |
ADI Global Distribution |
Corporate | Total Company |
Products & Solutions |
ADI Global Distribution |
Corporate | Total Company |
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| Revenue (1) |
50 | % | 39 | % | N/A | 44 | % | 38 | % | 27 | % | N/A | 31 | % | ||||||||||||||||||
| Cost of goods sold |
40 | % | 37 | % | N/A | 38 | % | 29 | % | 26 | % | 33 | % | 27 | % | |||||||||||||||||
| Gross profit (loss) |
71 | % | 50 | % | N/A | 61 | % | 56 | % | 29 | % | 33 | % | 44 | % | |||||||||||||||||
| Selling, general and administrative expenses (2) |
7 | % | 23 | % | (8 | )% | 7 | % | (1 | )% | 13 | % | (12 | )% | 0 | % | ||||||||||||||||
| Research and development expenses (2) |
24 | % | N/A | (50 | )% | 16 | % | 20 | % | N/A | (50 | )% | 16 | % | ||||||||||||||||||
| Operating profit (loss) |
207 | % | 113 | % | (6 | )% | NM | 159 | % | 58 | % | (12 | )% | 796 | % | |||||||||||||||||
| (1) | Represents Product & Solutions revenue, excluding intersegment revenue of $97 million and $191 million for the three and six months ended July 3, 2021 and $84 million and $168 million for the three and six months ended June 27, 2020. ADI Global Distribution does not have any intersegment revenue. |
| (2) | Prior year information was reclassified to present Research and development expenses as a separate line item. Research and development expenses were formerly included within Selling, general and administrative expenses. |
Table 2: CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)
| Three Months Ended | Six Months Ended | |||||||||||||||
| July 3, | June 27, | July 3, | June 27, | |||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| (In millions except share and per share data) | ||||||||||||||||
| Net revenue |
$ | 1,477 | $ | 1,029 | $ | 2,896 | $ | 2,208 | ||||||||
| Cost of goods sold |
1,096 | 793 | 2,147 | 1,688 | ||||||||||||
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| Gross profit |
381 | 236 | 749 | 520 | ||||||||||||
| Selling, general and administrative expenses (1) |
238 | 223 | 455 | 455 | ||||||||||||
| Research and development expenses (1) |
22 | 19 | 43 | 37 | ||||||||||||
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| Operating profit (loss) |
121 | (6 | ) | 251 | 28 | |||||||||||
| Other expense, net |
28 | 29 | 72 | 71 | ||||||||||||
| Interest expense |
12 | 18 | 25 | 35 | ||||||||||||
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| Income (loss) before taxes |
81 | (53 | ) | 154 | (78 | ) | ||||||||||
| Tax expense |
23 | 23 | 47 | 19 | ||||||||||||
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| Net income (loss) |
$ | 58 | $ | (76 | ) | $ | 107 | $ | (97 | ) | ||||||
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| Weighted Average Number of Common Shares Outstanding (in thousands) |
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| Basic |
143,939 | 123,203 | 143,657 | 123,083 | ||||||||||||
| Diluted |
148,328 | 123,203 | 148,050 | 123,083 | ||||||||||||
| Earnings (Loss) Per Share |
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| Basic |
$ | 0.40 | $ | (0.62 | ) | $ | 0.74 | $ | (0.79 | ) | ||||||
| Diluted |
$ | 0.39 | $ | (0.62 | ) | $ | 0.72 | $ | (0.79 | ) | ||||||
| 1) | The prior year unaudited Consolidated Interim Statements of Operations were reclassified to present Research and development expenses as a separate line item within the statements. Research and development expenses were formerly included within Selling, general and administrative expenses. |
Table 3: CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| July 3, | December 31, | |||||||
| 2021 | 2020 | |||||||
| (In millions, except number of shares which are reflected in thousands and par value) |
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| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
$ | 579 | $ | 517 | ||||
| Accounts receivables – net |
895 | 863 | ||||||
| Inventories – net |
684 | 672 | ||||||
| Other current assets |
198 | 173 | ||||||
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| Total current assets |
2,356 | 2,225 | ||||||
| Property, plant and equipment – net |
304 | 318 | ||||||
| Goodwill |
2,682 | 2,691 | ||||||
| Other assets |
370 | 376 | ||||||
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| Total assets |
$ | 5,712 | $ | 5,610 | ||||
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| LIABILITIES |
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| Current liabilities: |
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| Accounts payable |
$ | 915 | $ | 936 | ||||
| Current maturities of long-term debt |
10 | 7 | ||||||
| Accrued liabilities |
586 | 595 | ||||||
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| Total current liabilities |
1,511 | 1,538 | ||||||
| Long-term debt |
1,184 | 1,155 | ||||||
| Obligations payable under Indemnification Agreements |
584 | 590 | ||||||
| Other liabilities |
330 | 334 | ||||||
| EQUITY |
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| Common stock, $0.001 par value, 700,000 shares authorized, 145,359 and 144,171 shares issued and outstanding as of July 3, 2021, 143,959 and 143,059 shares issued and outstanding as of December 31, 2020, respectively |
— | — | ||||||
| Additional paid-in capital |
2,098 | 2,070 | ||||||
| Treasury stock, at cost |
(14 | ) | (6 | ) | ||||
| Retained earnings |
182 | 75 | ||||||
| Accumulated other comprehensive loss |
(163 | ) | (146 | ) | ||||
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| Total equity |
2,103 | 1,993 | ||||||
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| Total liabilities and equity |
$ | 5,712 | $ | 5,610 | ||||
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Table 4: CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three Months Ended | Six Months Ended | |||||||||||||||
| July 3, 2021 |
June 27, 2020 |
July 3, 2021 |
June 27, 2020 |
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| (In millions) | (In millions) | |||||||||||||||
| Cash flows provided by operating activities: |
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| Net income (loss) |
$ | 58 | $ | (76 | ) | $ | 107 | $ | (97 | ) | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: |
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| Depreciation and amortization |
22 | 21 | 45 | 42 | ||||||||||||
| Stock compensation expense |
10 | 7 | 19 | 14 | ||||||||||||
| Other |
(7 | ) | 9 | 18 | 21 | |||||||||||
| Changes in assets and liabilities, net of acquired companies: |
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| Accounts receivable |
(16 | ) | 130 | (33 | ) | 113 | ||||||||||
| Inventories – net |
2 | 64 | (8 | ) | 58 | |||||||||||
| Other current assets |
(40 | ) | 3 | (24 | ) | 13 | ||||||||||
| Accounts payable |
— | (108 | ) | (15 | ) | (109 | ) | |||||||||
| Accrued liabilities |
56 | 89 | (10 | ) | 14 | |||||||||||
| Obligations payable under Indemnification Agreements |
1 | (7 | ) | (6 | ) | (9 | ) | |||||||||
| Other |
8 | 13 | 6 | 11 | ||||||||||||
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| Net cash provided by operating activities |
94 | 145 | 99 | 71 | ||||||||||||
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| Cash flows used for investing activities: |
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| Expenditures for property, plant, equipment and other intangibles |
(16 | ) | (15 | ) | (35 | ) | (31 | ) | ||||||||
| Cash paid for acquisitions, net of cash acquired |
(5 | ) | — | (10 | ) | (35 | ) | |||||||||
| Other |
3 | — | 3 | — | ||||||||||||
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| Net cash used for investing activities |
(18 | ) | (15 | ) | (42 | ) | (66 | ) | ||||||||
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| Cash flows (used for) provided by financing activities: |
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| Proceeds from long-term debt |
— | — | 950 | — | ||||||||||||
| Payment of debt facility issuance and modification costs |
— | — | (21 | ) | — | |||||||||||
| Net proceeds from revolving credit facility |
— | (100 | ) | — | 250 | |||||||||||
| Repayment of long-term debt |
(2 | ) | (6 | ) | (923 | ) | (6 | ) | ||||||||
| Other |
(4 | ) | (2 | ) | 1 | (3 | ) | |||||||||
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| Net cash (used for) provided by financing activities |
(6 | ) | (108 | ) | 7 | 241 | ||||||||||
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| Effect of foreign exchange rate changes on cash and cash equivalents |
1 | 2 | (2 | ) | (6 | ) | ||||||||||
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| Net increase in cash and cash equivalents |
71 | 24 | 62 | 240 | ||||||||||||
| Cash and cash equivalents at beginning of period |
508 | 338 | 517 | 122 | ||||||||||||
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| Cash and cash equivalents at end of period |
$ | 579 | $ | 362 | $ | 579 | $ | 362 | ||||||||
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Forward-Looking Statements
This release contains “forward-looking statements.” All statements, other than statements of fact, that address activities, events or developments that we or our management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, (1) the duration and severity of the COVID-19 pandemic and the disruption to our business and the global economy caused by it, including (A) its effect on the demand for our products and services, (B) its effect on our and our business partners’ supply chains, workforce, liquidity, spending and timing for payments and disbursements, and (C) the impact of potential facility closures and the modified working conditions at our corporate offices, Product & Solutions segment and ADI Global Distribution segment, (2) the amount of our obligations and nature of our contractual restrictions pursuant to, and disputes that have or may hereafter arise under, the agreements we entered into with Honeywell in connection with our spin-off, (3) the likelihood of continued success of our transformation programs and initiatives, (4) whether our binding agreement in principle to settle the pending securities class action litigation will become effective, including whether the conditions to the effectiveness of the settlement will be satisfied or waived and whether we will be able to enter into definitive documentation with the plaintiffs on the terms and conditions outlined in our binding agreement in principle, and (5) the other risks described under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2020 and other periodic filings we make from time to time with the Securities and Exchange Commission (SEC). You are cautioned not to place undue reliance on these forward-looking statements, such as (i) the outlook regarding third quarter 2021 and full year 2021 and (ii) the impact of the COVID-19 pandemic on our business and operations. Forward-looking statements are not guarantees of future performance, and actual results, developments, and business decisions may differ from those envisaged by our forward-looking statements. Except as required by law, we undertake no obligation to update such statements to reflect events or circumstances arising after the date of this press release, and we caution investors not to place undue reliance on any such forward-looking statements.
# # #
Exhibit 99.2
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Resideo Enters into Binding Agreement in Principle to Settle Class Action Litigation
Company expects second quarter 2021 GAAP operating profit of $121 million, including $16 million settlement expense
AUSTIN, Texas, August 3, 2021 / PRNewswire / — Resideo Technologies, Inc. (NYSE: REZI), a leading global provider of home comfort and security solutions and distributor of commercial and residential security and audio-visual products, today announced that it has entered into a binding agreement in principle to settle the pending securities class action litigation arising from allegations with respect to statements and disclosures made in 2019.
The proposed settlement calls for a payment of $55 million in resolution of claims asserted against Resideo and all other defendants. Approximately $39 million is expected to be funded with proceeds from available insurance. Resideo recorded a $16 million expense in its second quarter 2021 financial results to account for the portion of the settlement it expects to fund. Including the impact of the settlement, Resideo’s GAAP operating profit is expected to be $121 million for the second quarter 2021. Resideo will release full second quarter 2021 financial results after the market close on Thursday, August 5, 2021.
The settlement remains subject to final documentation, approval by the court and is subject to the satisfaction of customary conditions to effectiveness. A final non-appealable closure of the litigation is expected towards the end of 2021.
About Resideo
Resideo is a leading global manufacturer and distributor of technology-driven products and solutions that provide comfort, security, energy efficiency and control to customers worldwide. Building on a 130-year heritage, Resideo has a presence in more than 150 million homes, with 15 million systems installed in homes each year. We continue to serve more than 110,000 professionals through leading distributors, including our ADI Global Distribution business, which exports to more than 100 countries from nearly 200 stocking locations around the world. For more information about Resideo, please visit www.resideo.com.
| Contacts: |
||
| Investors: |
Media: | |
| Jason Willey |
Oliver Clark | |
Forward-Looking Statements
This release contains “forward-looking statements.” All statements, other than statements of fact, that address activities, events or developments that we or our management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of the Company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, (1) whether our binding agreement in principle to settle the pending securities class action litigation will become effective, including whether the conditions to the effectiveness of the settlement will be satisfied or waived and whether we will be able to enter into definitive documentation with the plaintiffs on the terms and conditions outlined in our binding agreement in principle, (2) the duration and severity of the COVID-19 pandemic and the disruption to our business and the global economy caused by it, including (A) its effect on the demand for our products and services, (B) its effect on our and our business partners’ supply chains, workforce, liquidity, spending and timing for payments and disbursements, and (C) the impact of potential facility closures and the modified working conditions at our corporate offices, Product & Solutions segment and ADI Global Distribution segment, (3) the amount of our obligations and nature of our contractual restrictions pursuant to, and disputes that have or may hereafter arise under, the agreements we entered into with Honeywell in connection with our spin-off, (4) the likelihood of continued success of our transformation programs and initiatives, and (5) the other risks described under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2020 and other periodic filings we make from time to time with the Securities and Exchange Commission (SEC). You are cautioned not to place undue reliance on these forward-looking statements, such as (i) the outlook regarding third quarter 2021 and full year 2021 and (ii) the impact of the COVID-19 pandemic on our business and operations. Forward-looking statements are not guarantees of future performance, and actual results, developments, and business decisions may differ from those envisaged by our forward-looking statements. Except as required by law, we undertake no obligation to update such statements to reflect events or circumstances arising after the date of this press release, and we caution investors not to place undue reliance on any such forward-looking statements.
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