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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): May 2, 2024
RESIDEO TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-38635 82-5318796
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
16100 N. 71st Street, Suite 550
Scottsdale, Arizona
85254
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (480) 573-5340
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading
Symbol:
Name of each exchange
on which registered:
Common Stock, par value $0.001 per share REZI New York Stock Exchange
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 May 2, 2024, Resideo Technologies, Inc. (the “Company”) issued a press release announcing its first quarter 2024 earnings, which is furnished herewith as Exhibit 99. The information furnished pursuant to this Item 2.02, including Exhibit 99, 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 7.01.     Regulation FD Disclosure.

The Company has appointed director Andrew Teich to the position of Vice Chair of the Board, effective May 1, 2024. Mr. Teich is expected to, among other things, continue to provide Board level oversight of the Company’s ongoing transformation, particularly related to the Company’s acquisition of Snap One and its other portfolio optimization. Mr. Teich previously served as the Company’s lead independent director from 2018 to 2023.


Item 9.01.    Financial Statements and Exhibits.

(d)Exhibits.

99
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: May 2, 2024
RESIDEO TECHNOLOGIES, INC.
By: /s/ Jeannine J. Lane
Name: Jeannine J. Lane
Title: Executive Vice President, General Counsel and Corporate Secretary
3
EX-99 2 rezi-20240330prexhibit99.htm EX-99 Document

Exhibit 99
g408907g07p79a.jpg

Resideo Announces First Quarter 2024 Financial Results


Products and Solutions first quarter gross margin of 39.5%, fourth consecutive quarter of year-over-year improvement

First quarter net income of $43 million; Adjusted EBITDA of $137 million at the higher end of outlook range

Continued progress on business transformation with new product introductions and agreement to acquire Snap One, a leading provider of smart-living products and distribution


SCOTTSDALE, Ariz., May 2, 2024 – Resideo Technologies, Inc. (NYSE: REZI), a leading global manufacturer and distributor of technology-driven products and solutions for homes and businesses, today announced financial results for the first quarter ended March 30, 2024.
First Quarter 2024 Financial Highlights
•Net revenue of $1.49 billion, down 4% compared to $1.55 billion in the first quarter 2023
•Net income of $43 million compared to $57 million in the first quarter 2023
•Fully diluted EPS of $0.29 and $0.38 and Adjusted EPS(1) of $0.47 and $0.51 for the first quarter 2024 and first quarter 2023, respectively.
•Adjusted EBITDA(1) of $137 million compared to $138 million in the first quarter 2023
Management Remarks
“Performance within Products and Solutions drove first quarter Adjusted EBITDA to the higher end of our outlook range,” commented Jay Geldmacher, Resideo’s President and CEO. “We continue to deliver gross margin and profitability improvements within Products and Solutions despite market demand that remains constrained by higher interest rates and slower housing turnover. ADI’s business trends improved as the quarter progressed and momentum continues on key strategic initiatives around growing exclusive brands sales and enhancing digital capabilities.”
“We continued to execute on our transformation work through organic and inorganic actions. We took further steps in optimizing our manufacturing footprint and we have improved structural costs through restructuring and focused expense controls. We expect our planned acquisition of Snap One will bring immediate value to Resideo by adding highly complementary business capabilities that expand opportunities in attractive growth categories and accelerate ADI’s expansion of higher margin proprietary products.”

1
(1) This press release includes certain “non-GAAP financial measures” as defined under the Securities Exchange Act of 1934. Resideo management believes the use of such non-GAAP financial measure, specifically Adjusted EBITDA and Adjusted EPS, assists investors in understanding the ongoing operating performance of Resideo by presenting the financial results between periods on a more comparable basis. See reconciliations of U.S. GAAP results to adjusted results in the accompanying tables.



Products and Solutions First Quarter 2024 Highlights
•Net revenue of $620 million, decreased 6% compared to the first quarter 2023
•Gross margin of 39.5%, up 180 basis points compared to the first quarter 2023
•Income from operations of $112 million compared to $105 million in the first quarter 2023
•Adjusted EBITDA of $140 million, 22.6% of revenue, compared to $128 million, 19.5% of revenue, in the first quarter 2023
Products and Solutions delivered net revenue of $620 million in the first quarter 2024, down 6% compared to first quarter 2023 and down less than 1% excluding the impact of the Genesis divestiture. Volumes declined in Air and Security product categories, impacted by lower activity in EMEA and continued low levels of housing turnover in the U.S. These headwinds were largely offset by strong performance at First Alert, particularly with home builder customers, and continued price realization.
Gross margin for the quarter was 39.5%, compared to 37.7% in the first quarter 2023, reflecting improving material costs, reduced freight, and lower direct labor spending. Selling, general and administrative expenses were down $13 million and research and development expenses remained consistent compared to 2023. Included in the first quarter 2024 were $5 million of restructuring costs, compared to restructuring costs of $2 million in first quarter of 2023. Operating profit for the quarter of $112 million or 18.1% of revenue, increased from $105 million or 16.0% of revenue in first quarter 2023. Adjusted EBITDA grew 9.4% year-over-year in the first quarter 2024 to $140 million, with Adjusted EBITDA margin up 310 basis points to 22.6%. Continued progress on structural gross margin improvements through labor reductions and material cost controls and lower selling, general and administrative expenses drove the higher profitability despite volumes remaining a headwind.
ADI Global Distribution First Quarter 2024
•Net revenue of $866 million, decreased 3% compared to the first quarter 2023
•Gross margin of 18.0%, down 120 basis points compared to the first quarter 2023
•Income from operations of $49 million compared to $64 million in the first quarter 2023
•Adjusted EBITDA of $58 million, 6.7% of revenue, compared to $70 million, 7.9% of revenue, in the first quarter 2023
•Exclusive brand sales up 7% compared to prior year first quarter

ADI first quarter 2024 net revenue of $866 million decreased $25 million compared to first quarter 2023. ADI had volume declines in several categories including residential security, access control and video, partially offset by expansion in fire and data communications. ADI’s e-commerce channel grew 1% in first quarter 2024 compared to the prior year period, representing 21% of total ADI revenue. ADI digital engagement accelerated during the quarter with revenue, orders and customer count all up year-over-year. Planned improvements to website speed, on-site search, estimated delivery dates and ADI mobile app are expected to support continued customer digital growth looking forward. Exclusive brand sales grew by 7% compared to the first quarter 2023, with record daily sales levels achieved for the quarter.

Gross margin for the quarter was 18.0%, down 120 basis points compared to first quarter of 2023. The reduction was driven by reduced inflationary pricing benefits that drove higher margin in 2023 and lower product line margin. ADI has experienced a reduction of average cost inventory benefits year-over-year, as supplier price increases have reduced in pace and scale in 2024. Selling, general and administrative expenses were $102 million in 2024, down $2 million compared to prior period. Operating profit of $49 million for first quarter 2024 decreased 23% from $64 million in first quarter 2023. Adjusted EBITDA declined to $58 million in first quarter 2024 from $70 million in first quarter 2023. Lower revenue and reduced gross margin drove the year-over-year decline in profitability.
Cash Flow and Liquidity
Net cash provided by operating activities was $2 million in first quarter 2024 compared to a usage of $4 million in the first quarter 2023. The increase was primarily driven by working capital improvements compared to the prior year period. At March 30, 2024, Resideo had cash and cash equivalents of $603 million and total outstanding debt of $1.41 billion.
Outlook
The following table summarizes the Company’s current second quarter 2024 and full year 2024 outlook.



($ in millions, except per share data) Q2 2024 2024
Net revenue $1,510 - $1,560 $6,080 - $6,280
Non-GAAP Adjusted EBITDA $130 - $150 $560 - $640
Non-GAAP Adjusted Earnings per share $0.43 - $0.53 $1.90 - $2.30
Full Year Cash Provided by Operating Activities  At least $320
Conference Call and Webcast Details
Resideo will hold a conference call with investors on May 2, 2024, at 5:00 p.m. ET. An 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 888-660-6357 (U.S. toll-free) or 1-929-201-6127 (international), with the conference title “Resideo First Quarter 2024 Earnings” or the conference ID: 7301399.
About Resideo
Resideo is a leading global manufacturer and developer of technology-driven products and components that provide critical comfort, energy management, and safety and security solutions to over 150 million homes globally. Through our ADI Global Distribution business, we are also a leading wholesale distributor of professionally installed electronic security and life safety products for commercial and residential markets and serve a variety of adjacent product categories including audio visual, data communications, and smart home solutions. For more information about Resideo, please visit www.resideo.com.
Contacts:
Investors: Media:
Jason Willey Garrett Terry
Vice President, Investor Relations Corporate Communications Manager
investorrelations@resideo.com garrett.terry@resideo.com



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 and uncertainties, which may cause the actual results or performance of the Company to differ materially from such forward-looking statements. Such risks and uncertainties include, but are not limited to, (1) our ability to achieve our outlook regarding the second quarter 2024 and full year 2024, (2) our ability to recognize the expected savings from, and the timing and impact of, our existing and anticipated cost reduction actions, and our ability to optimize our portfolio and operational footprint (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) risks related to our recently completed acquisitions including our ability to achieve the targeted amount of annual cost synergies and successfully integrate the acquired operations (including successfully driving category growth in connected offerings), (5) the ability of the conditions to the closing of the Snap One transaction being timely satisfied and the consummation of the transaction, (6) the ability of Snap One and/or Resideo to drive increased customer value and financial returns and enhance strategic and operational capabilities, (7) the ability of Snap One and/or Resideo to achieve the targeted amount of synergies and the related valuation implications described in this press release, (8) the accretive nature of the transaction to Resideo's non-GAAP EPS in the first full year of ownership and the growth and margin profile of the combined businesses, (9) the ability to accelerate brand strategy as a result of the transaction, (10) the ability to integrate the Snap One business into Resideo and realize the anticipated strategic benefits of the transaction, including the anticipated operational and strategic benefits of the transaction, and (11) 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, 2023 and other periodic filings we make from time to time with the Securities and Exchange Commission. 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.

Use of Non-GAAP Measures
This press release includes certain “non-GAAP financial measures” as defined under the Securities Exchange Act of 1934 and in accordance with Regulation G. Management believes the use of such non-GAAP financial measures assists investors in understanding the ongoing operating performance of the Company by presenting the financial results between periods on a more comparable basis. Such non-GAAP financial measures should not be construed as an alternative to reported results determined in accordance with U.S. GAAP.

We have included reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and provided in accordance with U.S. GAAP at the end of this release. A reconciliation of the forecasted range for Adjusted EBITDA and Adjusted Net Income per diluted share for the second quarter of 2024 and for the fiscal period ending December 31, 2024 are not included in this release due to the number of variables in the projected range and because we are currently unable to quantify accurately certain amounts that would be required to be included in the U.S. GAAP measure or the individual adjustments for such reconciliation. In addition, we believe such reconciliation would imply a degree of precision that would be confusing or misleading to investors.



Table 1: SUMMARY OF FINANCIAL RESULTS (UNAUDITED)

 
Q1 2024 (1)
(in millions) Products and Solutions   ADI Global Distribution   Corporate   Total Company
Net revenue $ 620    $ 866    $ —    $ 1,486 
Cost of goods sold 375    710      1,086 
Gross profit 245  156  (1) 400 
Research and development expenses 25  —  —    25 
Selling, general and administrative expenses 97  102  32    231 
Intangible asset amortization —   
Restructuring expenses — 
Income (loss) from operations $ 112  $ 49  $ (33) $ 128 
    

 
Q1 2023 (1)
(in millions) Products and Solutions ADI Global Distribution Corporate Total Company
Net revenue $ 658    $ 891    $ —    $ 1,549 
Cost of goods sold 410    720      1,131 
Gross profit 248  171  (1) 418 
Research and development expenses 25  —  —    25 
Selling, general and administrative expenses 110  104  30  244 
Intangible asset amortization —   
Restructuring expenses —  — 
Income (loss) from operations $ 105  $ 64  $ (31) $ 138 

  Year-Over-Year % Change
  Products and Solutions ADI Global Distribution Corporate Total Company
Net revenue (6) % (3) % N/A (4) %
Cost of goods sold (9) % (1) % —  % (4) %
Gross profit (1) % (9) % —  % (4) %
Research and development expenses —  % N/A N/A —  %
Selling, general and administrative expenses (12) % (2) % % (5) %
Intangible asset amortization —  % —  % N/A —  %
Restructuring expenses 150  % N/A N/A 250  %
Income (loss) from operations % (23) % % (7) %
(1) On January 1, 2024, certain corporate functions were decentralized into the operating segments aligning with the business strategy. As a result, $11 million and $7 million of information technology, finance, tax, business development, and research and development functional expenses incurred during the first quarter are now recorded within the Products and Solutions and ADI Global Distribution segments, respectively. For the period ending April 1, 2023, $12 million and $8 million of corporate expenses have been reclassified into the Products and Solutions and ADI Global Distribution segments, respectively, decreasing reported Income from Operations to conform to the current year presentation. Additionally, certain prior period amounts have been reclassified to conform to the current period classification.





Table 2: CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
  Three Months Ended
(in millions, except per share data) March 30, 2024 April 1, 2023
Net revenue $ 1,486  $ 1,549 
Cost of goods sold 1,086  1,131 
Gross profit 400  418 
Operating expenses:
Research and development expenses 25  25 
Selling, general and administrative expenses 231  244 
Intangible asset amortization
Restructuring expenses
Total operating expenses 272  280 
Income from operations 128  138 
Reimbursement Agreement expense (1)
43  41 
Other income, net (1) (1)
Interest expense, net 13  17 
Income before taxes 73  81 
Provision for income taxes 30  24 
Net income $ 43  $ 57 
Earnings per share:
Basic $ 0.29  $ 0.39 
Diluted $ 0.29  $ 0.38 
Weighted average number of shares outstanding:
Basic 146 147
Diluted 148 149
(1) Represents the expense incurred pursuant to the Reimbursement Agreement, which has an annual cash payment cap of $140 million. The following table summarizes information concerning the Reimbursement Agreement:

Three Months Ended
(in millions) March 30, 2024 April 1, 2023
Accrual for Reimbursement Agreement liabilities deemed probable and reasonably estimable $ 43  $ 41 
Cash payments made to Honeywell (35) (35)
Accrual increase, non-cash component in period $ $




Table 3: CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions, except par value) March 30, 2024 December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents $ 603  $ 636 
Accounts receivable, net 933  973 
Inventories, net 929  941 
Other current assets 212  193 
Total current assets 2,677  2,743 
Property, plant and equipment, net 369  390 
Goodwill 2,689  2,705 
Intangible assets, net 456  461 
Other assets 329  346 
Total assets $ 6,520  $ 6,645 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 858  $ 905 
Current portion of long-term debt 12  12 
Accrued liabilities 515  608 
Total current liabilities 1,385  1,525 
Long-term debt 1,394  1,396 
Obligations payable under Indemnification Agreements 617  609 
Other liabilities 355  366 
Total liabilities 3,751  3,896 
Stockholders’ equity
Common stock, $0.001 par value: 700 shares authorized, 152 and 146 shares issued and outstanding at March 30, 2024, respectively, and 151 and 145 shares issued and outstanding at December 31, 2023, respectively —  — 
Additional paid-in capital 2,243  2,226 
Retained earnings 853  810 
Accumulated other comprehensive loss, net (226) (194)
Treasury stock at cost (101) (93)
Total stockholders’ equity 2,769  2,749 
Total liabilities and stockholders’ equity $ 6,520  $ 6,645 



Table 4: CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

  Three Months Ended
(in millions) March 30, 2024 April 1, 2023
Cash Flows From Operating Activities:
Net income $ 43  $ 57 
Adjustments to reconcile net income to net cash in operating activities:
Depreciation and amortization 24  24 
Restructuring expenses
Stock-based compensation expense 14  12 
Other, net — 
Changes in assets and liabilities, net of acquired companies:
Accounts receivable, net 34  23 
Inventories, net (27)
Other current assets (8)
Accounts payable (44) (12)
Accrued liabilities (89) (86)
Other, net —  11 
Net cash provided by (used in) operating activities (4)
Cash Flows From Investing Activities:
Capital expenditures (21) (20)
Acquisitions, net of cash acquired —  (6)
Other investing activities, net (1) — 
Net cash used in investing activities (22) (26)
Cash Flows From Financing Activities:
Common stock repurchases (1) — 
Repayments of long-term debt (3) (3)
Other financing activities, net (4) (6)
Net cash used in financing activities (8) (9)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (5)
Net decrease in cash, cash equivalents and restricted cash (33) (33)
Cash, cash equivalents and restricted cash at beginning of period 637  329 
Cash, cash equivalents and restricted cash at end of period $ 604  $ 296 




NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
ADJUSTED NET INCOME PER DILUTED COMMON SHARE AND
NET INCOME COMPARISON
(Unaudited)


RESIDEO TECHNOLOGIES, INC.

Three Months Ended
(in millions, except per share data)
March 30, 2024 April 1, 2023
GAAP Net income applicable to common shares $ 43  $ 57 
Stock-based compensation expense 14  12 
Intangible asset amortization
Reimbursement Agreement accrual increase, non-cash component (1)
Restructuring expenses
Loss on sale of assets — 
Net periodic benefit cost, excluding service costs — 
Other (2)
(5) (7)
Tax effect of applicable non-GAAP adjustments (3)
(9) (6)
Non-GAAP Adjusted net income applicable to common shares $ 70  $ 76 
  Three Months Ended
March 30, 2024   April 1, 2023
GAAP Net income per diluted common share $ 0.29  $ 0.38 
Stock-based compensation expense 0.09  0.08 
Intangible asset amortization 0.06  0.06 
Reimbursement Agreement accrual increase, non-cash component (1)
0.05  0.04 
Restructuring expenses 0.05  0.01 
Loss on sale of assets 0.02  — 
Net periodic benefit cost, excluding service costs —  0.02 
Other (2)
(0.03) (0.04)
Tax effect of applicable non-GAAP adjustments (3)
(0.06) (0.04)
Non-GAAP Adjusted net income per diluted common share $ 0.47  $ 0.51 
(1)Refer to the Unaudited Consolidated Statements of Operations herein.

(2)Other includes Tax Matters Agreement gain and foreign exchange transaction loss (income).

(3)We calculated the tax effect of non-GAAP adjustments by applying a flat statutory tax rate of 25% for the three months ended March 30, 2024 and April 1, 2023.






NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(Unaudited)


RESIDEO TECHNOLOGIES, INC.

  Three Months Ended
(in millions) March 30, 2024 April 1, 2023
Net revenue $ 1,486  $ 1,549 
GAAP Net income applicable to common shares $ 43  $ 57 
Provision for income taxes 30  24 
GAAP Income before taxes 73  81 
Depreciation and amortization 24  24 
Stock-based compensation expense 14  12 
Interest expense, net 13  17 
Reimbursement Agreement accrual increase, non-cash component (1)
Restructuring expenses
Loss on sale of assets — 
Net periodic benefit cost, excluding service costs — 
Other (2)
(5) (7)
Non-GAAP Adjusted EBITDA $ 137  $ 138 
Non-GAAP Adjusted EBITDA as a % of net revenue 9.2  % 8.9  %

(1)Refer to the Unaudited Consolidated Statements of Operations herein.

(2)Other includes Tax Matters Agreement gain and foreign exchange transaction loss (income).




NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
(Unaudited)


PRODUCTS AND SOLUTIONS SEGMENT

  Three Months Ended
(in millions) March 30, 2024 April 1, 2023
Net revenue $ 620  $ 658 
GAAP Income from operations $ 112  $ 105 
Stock-based compensation expense
Restructuring expenses
Non-GAAP Adjusted Income from Operations $ 123  $ 111 
Depreciation and amortization 17  17 
Non-GAAP Adjusted EBITDA $ 140  $ 128 
Non-GAAP Adjusted EBITDA as a % of net revenue 22.6  % 19.5  %



ADI GLOBAL DISTRIBUTION SEGMENT

  Three Months Ended
(in millions) March 30, 2024 April 1, 2023
Net revenue $ 866  $ 891 
GAAP Income from operations $ 49  $ 64 
Stock-based compensation expense
Restructuring expenses — 
Non-GAAP Adjusted Income from Operations $ 53  $ 66 
Depreciation and amortization
Non-GAAP Adjusted EBITDA $ 58  $ 70 
Non-GAAP Adjusted EBITDA as a % of net revenue 6.7  % 7.9  %