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M&A Announcement

Feb 22, 2016

Operator

Welcome to ResMed's conference call. My name is Connor, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question and answer session. Please note that this conference is being recorded. I will now turn the call over to Agnes Lee, Senior Director of Investor Relations. Agnes, you may begin.

Agnes Lee
Senior Director of Investor Relations, ResMed

Thank you, Connor, and thank you everyone for joining us today to discuss ResMed's exciting announcement. Hopefully, you all saw the press release we issued about an hour ago announcing the definitive agreement we have signed to acquire Brightree, a leader in third-party business management and clinical software applications. The release is posted on our website, as is the investor presentation, both of which have been filed in a Form 8-K with the SEC. On today's call, we will be referring to the investor presentation. I encourage you to access the material so you can follow along. As a reminder, this call will focus on the acquisition. We are not providing any financial updates to our quarter.

I want to remind our listeners that our discussion today may include forward-looking statements, including but not limited to, statements about future expectations, plans, and prospects for the company, corporate strategy, and performance, including the integration of acquisitions. We believe these statements are based on reasonable assumptions, but actual results may differ materially from those indicated. Important factors which could cause actual results to differ materially from those in the forward-looking statements are detailed in filings made by ResMed with the SEC. Joining me on the call today are Mick Farrell, our CEO, and Brett Sandercock, our CFO. Other members of the management team will also be available during the Q&A portion of the call. We expect this to be a shorter call than our quarterly. I will now turn the call over to Mick Farrell.

Mick Farrell
CEO, ResMed

Thank you, Agnes, and thanks to our investors for joining us on this call with such short notice. It has been literally just an hour or less than an hour since our press release hit the wire, East Coast U.S. time, which is my current time zone. We are very excited about the Brightree acquisition. Brightree is an innovator and a leader in cloud-based healthcare informatics solutions for the post-acute care market. These software-as-a-service solutions provide customers with increased efficiency and better cash flow through connected care. The post-acute industry includes home medical equipment or HME providers, including many of our current valued U.S. customers. It also includes new market segments in home health and in hospice.

With Brightree, we can not only help our HME customers become more efficient, profitable, and scalable, but we also have access to the many patients with chronic disease in home health and hospice, so that these patients with sleep-disordered breathing or chronic obstructive pulmonary disease or neuromuscular disease and other chronic diseases can potentially be referred back to our pulmonary and sleep medicine physicians for diagnosis and to our HME partners for appropriate therapeutic treatment for their SDB and COPD. Okay. Get onto the presentation deck that we published that Agnes just talked about, and it's on our investor website. Start on slide number three. As you can see on slide three, this is an all-cash acquisition that is immediately accretive to our ResMed group gross margins, and it's also immediately accretive to our earnings after the close.

The purchase price of $800 million represents a valuation multiple of 13.5x 2015 EBITDA for Brightree, including the present value of the expected tax benefits. The tax benefits are in the order of $300 million associated with the transaction. I will let Brett go into the detailed financials in just a few minutes. We will fund this acquisition with cash and debt from our current portfolio of lenders, and we're very comfortable with this level of debt. We are putting our balance sheet to work with an acquisition that is fully aligned with our ResMed 2020 growth strategy. Okay. Turn to slide four, and I'll provide an overview of the strategic rationale for this deal.

As we discussed on our Q2 FY 2016 earnings call last month, ResMed has transformed itself into a tech-driven medical device company with the successful launch and market penetration of our AirSense 10 and our AirCurve 10 flow generator platforms, as well as with the launch of Air Solutions, our portfolio of cloud-based software solutions for our customers. While Air Solutions and U-Sleep provide significant value in terms of workflow efficiency and increased cash flow for our customers, we know that we can provide even more customer value with the addition of Brightree to our portfolio of cloud-based software offerings for our customers. As I outlined at the start of this call, Brightree is an innovation leader, providing cloud-based software that helps customers in the post-acute care industry, improving both their clinical and their business performance. Brightree will strengthen our leadership in connected care solutions.

Our clear long-term goal here is to help further improve the business and the clinical performance of our HME customers, ultimately helping them to improve outcomes for patients, physicians, payers, and for the healthcare providers themselves. As I outlined earlier, Brightree will allow us to open doors in new market segments of the post-acute care industry beyond HME, including home health channels and hospital channels. These channels have a high prevalence of sleep-disordered breathing, chronic obstructive pulmonary disease, and neuromuscular disease, and other chronic diseases. We'll look to identify and potentially refer patients back into the diagnostic and therapeutic channels, as I talked to earlier, with our existing physician, provider, and payer models. Finally, many of you have heard me speak about the three criteria that we look for when we look at M&A candidates on our earnings calls and at investor conferences and beyond.

This acquisition squarely meets these criteria. Let's briefly walk through our three key acquisition criteria and then apply them to Brightree. The first criterion is that it is a strong strategic fit. Well, Brightree's Healthcare Informatics capability ensures the efficiency of post-acute care, including HME providers, and this is critical to the delivery of growth in both Horizon One and Horizon Two of our ResMed 2020 strategy. The second criterion is that we can add value to the opportunity's assets. Well, we can add very significant value to the Brightree assets with our global leadership in connected care. One key element of adding shareholder value will be through our ability to grow and scale recurring revenue streams. The third criterion is that there's a strong cultural fit between the candidate and ResMed. Well, there's a very strong cultural fit between Brightree and ResMed.

Brett Sandercock
CFO, ResMed

Great. Thanks, Mick. As Mick noted, we expect this profitable business to be immediately accretive to our non-GAAP EPS after close, we expect this acquisition to continue to be accretive in subsequent years. We're currently expecting to close by the end of the fourth quarter of our fiscal year 2016. Turning to slide five. You can see that Brightree had revenues in calendar year 2015 of $113 million, with EBITDA of approximately $43 million. More than 80% of that revenue was recurring, reflecting the SaaS-based subscription model. We expect that percentage to continue after close, adding to ResMed's recurring revenue streams. Let me spend a few minutes on the tax synergies. Turning to slide six. You can see that Brightree is structured as a limited liability company, this allows the transaction to be treated as an asset sale for tax purposes.

As a result, ResMed will receive a step-up in the cost basis for the assets we are acquiring. This means we'll have an expected tax benefit of approximately $300 million, which will allow us to reduce our cash income taxes over the next 15 years. However, this benefit does not impact our non-GAAP earnings. The present value of the tax benefit is estimated to be approximately $225 million. You will note that we included this amount in the valuation multiple of 13.5 times 2015 EBITDA. In summary, in addition to improving the valuation multiples of the acquisition that I just discussed, the tax benefits will improve our cash flows going forward. Let me briefly discuss funding arrangements. To finance the transaction, we are using approximately $100 million of our existing cash and $700 million in debt.

As a result, ResMed will receive a step-up in the cost basis for the assets we are acquiring. This means we'll have an expected tax benefit of approximately $300 million, which will allow us to reduce our cash income taxes over the next 15 years. However, this benefit does not impact our non-GAAP earnings. The present value of the tax benefit is estimated to be approximately $225 million. You will note that we included this amount in the valuation multiple of 13.5x 2015 EBITDA. In addition to improving the valuation multiples of the acquisition that I just discussed, the tax benefits will improve our cash flows going forward. Let me briefly discuss funding arrangements. To finance the transaction, we are using approximately $100 million of our existing cash and $700 million in debt.

On the debt side, we're increasing our existing revolving credit facility from $700 million to $1 billion and obtaining an additional term loan of $300 million. As a result, after close, we expect to have gross debt of approximately $1.2 billion and net debt of approximately $600 million. On a pro forma basis, this will equate to leverage of approximately one times net debt to calendar year 2015 EBITDA, and we are very comfortable with this leverage. Finally, we intend to suspend our share buyback program for the next 12 months. Let me turn the call back to Mick.

Mick Farrell
CEO, ResMed

Thanks, Brett. Let's turn to slide seven now, let me walk you through the Brightree business and how it will help fuel our future growth. Brightree is a leader in post-acute software and solutions, as I mentioned earlier. Their software and services have been delivering tangible, measurable results to HME customers in terms of increased efficiency and better cash flow. Brightree has a long history of being first to market with innovative solutions. It was the first in the industry, for example, with built-in business intelligence tools and an electronic claims concierge service. Slide eight shows in more detail the customer footprint of Brightree in the most important post-acute market segments. As you can see, Brightree is a well-established business with deep customer relationships and wide recognition. Brightree was ranked in the prestigious Healthcare Informatics 100 listing of healthcare IT companies for the past three consecutive years.

We are partnering here with a leader in growth, also a leader in healthcare IT innovation. Moving on to slide nine. We have mapped the combined capabilities of Brightree and ResMed from the perspective of the joint Brightree and ResMed customers. There is a lot captured on this page, as we are showing many of the workflows and partner interfaces within our U.S. delivery channel. The chart is adopted from our Investor Day presentation, it'll be familiar to those of you who attended that event in San Francisco mid last year. You'll note that we've arrayed the Brightree solutions across the top of the chart, showing their relationship and interaction to our existing Air Solutions software offerings. We've been working with Brightree on these types of integrations since 2012.

This acquisition provides an opportunity to further partner with our HME customers and provide even better end-to-end solutions to help them optimize their business. This combination will expand the tools available to help HME customers further improve operating efficiencies and further improve cash flow, therefore, drive better patient outcomes. Let me close with a summary here. We're on slide 10 now, looking at next steps. The key message here for our customers and core operations tomorrow morning is that it is business as usual, as we seek final approval for the acquisition. After closing the transaction, Brightree will continue to operate as a separate team. Current Brightree customers will see seamless customer service and full availability of existing solutions offerings. Brightree will maintain its current offices and headquarters in the Greater Atlanta, Georgia area. The current management team, including CEO Dave Cormack and team, will remain in place.

Raj Sodhi, who's President of ResMed's Global Business Unit in Healthcare Informatics, as well as Jim Hollingshead, who's President of ResMed Americas, are both joining this call today from the Brightree headquarters in Atlanta, Georgia. Raj and Jim, together with Dave and the Brightree team, will be walking the whole Brightree team through the next steps of this exciting process. I'm joining the group in Atlanta to spend time with the whole team at Brightree headquarters later this week. Our goal will be to share the ResMed 2020 growth strategy and vision, and how we see Brightree as an integral and important part of that vision. We're looking forward to closing this transaction and the opportunity to roll up our sleeves and get to work with Brightree to further drive enhancements and efficiencies and innovation for a broad range of post-acute healthcare providers across an increasingly interconnected continuum of care.

With that, I will now turn the call back to Agnes.

Agnes Lee
Senior Director of Investor Relations, ResMed

Thanks, Mick. We will now turn to Q&A, and we ask everyone to limit themselves to one question and one follow-up question. If you have an additional question after that, please get back into the queue. Connor, we are now ready for the Q&A portion of the call.

Operator

Thank you. We will now begin the question and answer session. If you have a question, please press star then one on your touch tone phone. If you wish to be removed from the queue, please press the pound sign or the hash key. If you are using a speakerphone, you may need to pick up the handset first before pressing the numbers. Once again, if you have a question, please press star then one on your touch tone phone. Steve Wheen with JPMorgan Chase is online with a question.

Steve Wheen
Analyst, JPMorgan

Hi. Good morning. You clearly have been utilizing Brightree software in the past. I'm just wondering what it is about the acquisition that it enhances relative to what you already had. Just secondly on that, what proportion of the Brightree earnings are resulting from ResMed's utilization of their software?

Mick Farrell
CEO, ResMed

Thanks for the question, Steve. I will hand the first part of the question to Raj Sodhi, who's President of ResMed's Global Business Unit in Healthcare Informatics, the second part of the question over to Brett Sandercock to talk about the financials. Raj, you want to join in from Atlanta and walk through how Brightree and ResMed working together will enhance performance for customers?

Raj Sodhi
President, Global Business Unit in Healthcare Informatics, ResMed

Yeah, absolutely. Thanks, Mick, thanks for the question, Steve. We've been working with Brightree closely to understand how our customers work within the software figuring out how to intersect our connected solutions with those workflows. We've done that very much successfully in the sleep side, that helps our customers understand how to build a bigger and stronger trailing revenue stream for resupply. We see a really important opportunity on connected COPD intersecting our connected devices in the home to drive similar efficiencies and similar value for our patients.

To give you a concrete example of that, there's scheduling that takes place in home health and hospice, where a home health organization is looking at how do they optimize the scheduling, how do they get ahead of any exacerbation that's taking place in the home, without the connectedness that our devices deliver, it's difficult to do that. We can optimize both getting ahead of therapy issues that are taking place or treatment issues that are taking place, as well as making the home visit more efficient. If you look at the workflow that takes place in the home the iPad app that Brightree has built to lead a clinician through an effective home visit, we can connect our ventilator data into that workflow so that it's more accurate, it's more efficient, it's better for the care providers as well as for the patient.

We see an opportunity to collaborate on the engineering side and intersecting our connected care technologies with their platform. That's just one example of where we think we can collaborate.

Mick Farrell
CEO, ResMed

Great. Steve, just on the second part, it's Brett. Yeah, it's only a very small component of their revenues. It's certainly not material or anything like that. I'd say it's just a very small amount.

Steve Wheen
Analyst, JPMorgan

Yeah, just, sorry, back to that opportunities that we were talking about before. Is there some sort of revenue synergies or cost-related synergies that you might be able to put some numbers around as well with regards to that opportunity?

Mick Farrell
CEO, ResMed

Well, I think there will be a bunch of opportunities, certainly, I don't think we're going to be in a position at the moment that we'd sort of try to wrap any numbers around it at this stage. In the connected care world, and what we're trying to do with informatics, you'd certainly have to think that there's plenty of opportunities that the team are looking at to deliver real value to customers.

Brett Sandercock
CFO, ResMed

Okay. Thank you.

Mick Farrell
CEO, ResMed

Thanks, Steve.

Operator

Ben Andrews with William Blair is online with a question.

Ben Andrews
Analyst, William Blair

Good afternoon. I guess my first question is, Mick, why now and why this platform as an acquisition? Because you're moving a little bit further away from the device side, obviously doubling down on some of the recent efforts on the informatics side. Does this suggest that device innovation in and of itself is kind of fading in importance and much more of the competitive dynamic going forward is going to be on this front?

Mick Farrell
CEO, ResMed

Thanks for the question, Ben. Clearly, you've seen the last 18 months now that we put a communications chip inside every sleep apnea device we sell. Every AirSense 10 and every AirCurve 10 now has a communications chip and is taking data to the cloud. We've been liberating that data and providing value to patients through myAir, to HME providers through AirView and through ResMed data exchange approaches to many hospital and payer provider systems. The why now is we've really, I think, established a core competency in healthcare informatics, and we've established ourselves as the global leader in connected care with the most cloud-connected medical devices on people's bedside tables. It's really a logical double down on connected care. Air Solutions provides huge efficiencies for our customers, 50%, 60% reduction in labor costs to set up and manage patients.

We've improved adherence from baselines of 60% adherence up to 87% adherence with Air Solutions and U-Sleep. By adding Brightree, as Raj was explaining, there's huge opportunities in areas such as in COPD, where these patients may be in home health or they may be in hospice to identify the patients and pull them back in. I think it's less about, is device innovation limited? Because I still think there's a lot of room for device innovation, both on the flow generators and the mask side, than it is that there is another great opportunity for us to grow and expand our capability in cloud-based capabilities to bring efficiencies for the HME provider, efficiencies for the value chain that we can then turn back into investment for better patient care and investment for identifying more patients with sleep apnea and COPD to get into the channel.

The why now is this makes a whole lot of sense with us strategically, and it makes a whole lot of sense for us in terms of cultural fit, as I was saying earlier. The financials are very compelling. You've got a 13.5 EBITDA multiple including the tax synergies. It's a very nice, immediately accretive gross margin, immediately accretive to earnings after close.

Ben Andrews
Analyst, William Blair

Brief follow-up for me is what has been the durable growth profile of this business on the top line? Can ResMed actually add to that as we go looking over sort of the next 3 to 5 years for the franchise? What should we think about? For Brett, how is this going to be reported? Thank you.

Mick Farrell
CEO, ResMed

Yeah, Brett, you want to address the questions about reporting and the financial questions there?

Brett Sandercock
CFO, ResMed

Sure. We'll look at the disclosure kind of going forward as we get post-close, I think we'll just look at it and see what makes sense on that, Ben. I think we'll just need to balance the kind of shareholder and commercial considerations on that. I think as we move forward, I think we'll put some more color on that probably in subsequent earnings calls on exactly the extent of disclosure that we'll undertake.

Mick Farrell
CEO, ResMed

Thanks for the questions, Ben.

Operator

As a reminder, please limit yourself to one question and one follow-up. Andrew Goodsall with UBS is on the line with a question.

Andrew Goodsall
Analyst, UBS

Yeah, thanks very much, guys. Perhaps just doubling back on Ben's question, just what has been the growth profile to date, and how penetrated do you think this product is in the market?

Mick Farrell
CEO, ResMed

Yeah. Andrew, we're not giving sort of detailed, historic financials associated, right? They have been growing pretty steadily, solid double-digit top-line growth, and we think that there is growth ahead. We don't want to go into the core details of that. Where the growth ahead is that there are tens of millions of patients that still need to come through the HME channel in terms of undiagnosed and untreated sleep apnea patients. The opportunity to partner on efficiencies and to help our HME customers achieve even better efficiency is just going to be really essential. We've seen declining reimbursements in Europe and the U.S. over the last decade.

We don't expect that trend to stop, the only way we can deal with the tens of millions or hundreds of millions of undiagnosed sleep apnea and COPD patients is to ensure that there's scalable and efficient systems all the way through the value chain. For us, this is really doubling down in an efficiency play in partnering with our HME providers and doing so in a way which is mutually beneficial here.

Andrew Goodsall
Analyst, UBS

Just my follow-up, just when you talk to the revenue being recurring, I imagine that's established patients where there's reordering. Is that the correct way to think about that?

Mick Farrell
CEO, ResMed

Yeah. Jim Hollingshead, our President of the Americas, is on the line. Jim, do you want to talk a little bit to the revenue model?

Jim Hollingshead
President, ResMed Americas, ResMed

Yeah, Andrew, it's a good question. It's actually recurring revenues from healthcare providers and not from patients. This is software as a service, and it has functions like billing and other administrative functions, and customers are on subscriptions for the software service.

Operator

Will Dunlop with Bank of America Merrill Lynch is online with a question.

Will Dunlop
Analyst, Bank of America Merrill Lynch

Hi, good morning. Just wondering what the plan is with Brightree in the future. You're going to run the business separately for now, but do you see yourself integrating it into ResMed in the future? Also, what is the thinking behind running it separately, given that I imagine there are a lot of synergies in terms, both financially, but also from an operational perspective that you could put into Brightree. Thanks.

Mick Farrell
CEO, ResMed

I'll start at the 50,000 feet level and then, Raj, maybe hand over to you and Jim maybe to talk a little bit about running the businesses separately and why that makes sense. At the 50,000 feet level, as you start to think out one, three, five years out there, ResMed operates in 100 countries worldwide, as you know, Will, this is really a double-down on cloud-based SaaS systems within the U.S. market to help our U.S. HME provider customers. There will be learnings about workflow mapping, about how to understand diagnosis, treatment, billing, and management protocols within an HME provider that could be applicable in the future in terms of that workflow management and automation in other countries around the world, as we look at France and Germany, U.K., and other markets, Japan and so on.

Those skill sets that are part of the Brightree capability are skill sets that we could bring to play across the 100 countries we're in. Raj, Jim, why don't you guys talk a little bit about the running of the businesses in the short to medium term as well for Will?

Raj Sodhi
President, Global Business Unit in Healthcare Informatics, ResMed

Thanks, Mick. I think Brightree's got a strong engineering team, a strong product management team. Just as we've established ourselves as leaders in connected care, they've done so in the HME and home health hospice side of the fence with their efficiency and outcomes-based solutions. I think you said it. I think Brightree's taking the approach as we have, follow the people that do the work, understand the clinical implications and stakeholder pathways, overlay some market dynamics, intersect connected technologies, and we come out with something that's unique and powerful for our customers. I think it's the collaboration of the teams to drive those type of activities that's going to give us a really important product, to your point, of driving efficiency in the market and outcomes for patients and providers.

Jim Hollingshead
President, ResMed Americas, ResMed

This is Jim. I would just add to that on the commercial front, I mean, Brightree's obviously been very successful, in serving customers, in the HME space, where we obviously have a lot of call point overlap, but in other spaces where ResMed does not currently have a call point. I think the commercial models, while they're similar, are sufficiently different in terms of what's being sold, that it makes sense for us to run the two groups separately, even in a commercial model. Obviously, we've been collaborating with Brightree over the last couple of years in some co-promotions we've run with some joint software offerings or some connected software offerings. I think we have a rhythm of collaborating in the field where we need to, but Brightree runs a great shop, and I think running commercially separately makes sense.

Will Dunlop
Analyst, Bank of America Merrill Lynch

Just a quick follow-up. You said you've stopped your share buyback program, but you're quite comfortable with the level of debt you'll have after the acquisition. Could you just explain why you've done that, given the debt isn't that high?

Mick Farrell
CEO, ResMed

Will, it's a good question. I'll start and then hand to Brett. Our net debt after this acquisition, as Brett was saying earlier, is going to be around $500 million. I think stopping the share buyback for a period of time is just prudent given that we've done three reasonably sized acquisitions these last 12 months, and we need to focus on driving that. With this leverage, I think it's good leverage. I think we can absolutely manage the leverage. It's putting our balance sheet to work and allowing us to execute on a strategic plan, and makes a whole lot of financial sense. Brett, do you want to add a little bit more to that for Will's follow-up question?

Brett Sandercock
CFO, ResMed

Sure, Mick. I agree with that. Really what we've done is we just felt that it was sensible to pause the buyback while we digest some of these recent acquisitions. That's what we've undertaken to do.

Operator

Matthew O'Brien with Piper Sandler is online with a question.

Matthew O'Brien
Analyst, Piper Sandler

Good afternoon. Thanks for taking the question. To start with, kind of a housekeeping question, as a percentage of the revenues that Brightree generates, are a majority of those going through HMEs, or is there any substantial piece that's going through another part of the delivery, part of the system, be it hospices or hospitals?

Mick Farrell
CEO, ResMed

Yeah. Matt, there is revenue in the HME space as well as in home health, as well as in hospice and some other market segments. The majority of their business is through the home medical equipment side. I don't think we want to get much more granular than that.

Matthew O'Brien
Analyst, Piper Sandler

Okay, fair enough. Then just from a strategic perspective, Mick, this seems to make a lot of sense, can you give us an idea as far as where the bigger opportunities really lie, both near term and then maybe a little bit longer term in terms of trying to dig in to the cloud-based information that you have to get access to CPAP patients or to accelerate your portable oxygen business or non-invasive ventilator business? Any thoughts there as far as where some of the strategic incremental revenue opportunities may lie?

Mick Farrell
CEO, ResMed

Yeah. Thanks, Matt. Well, the primary focus here is about efficiency, scalability, and partnership with our home medical equipment partners and customers. As we've identified many millions of patients and diagnosed and treated them in the U.S. these last 25 years with our HME partners. We've all seen CMS and their approaches to reimbursement reductions through competitive bidding. We've seen private payers doing a mark-to-market on a monthly, quarterly basis. This is just a constant drumbeat of what's happening in the reimbursement side. Really, this last decade, we've partnered with our HME customers to help with efficiency. Oftentimes, it's things like Air Solutions and U-Sleep, where our capabilities in cloud-based systems have taken 50%, 60% of the labor costs out of a setup.

The improvements in adherence are not only great for patients because they're using the device more, and for caregivers and loved ones because their loved ones are not snoring and treated for their sleep apnea or are breathing for those who are on non-invasive ventilation and life support ventilation in the more severe COPD and neuromuscular disease side. It's really about providing efficiency for our customers so that we can scale for the many more millions of patients we need to push through the system. In terms of revenue opportunities, home health and hospice, although growing parts of the Brightree business, they're very highly prevalent, with patients with sleep disorder breathing and with COPD. Certainly, there will be many patients in that group that are undiagnosed and treated that may need positive airway pressure, portable oxygen concentrators, non-invasive ventilation therapy, and others.

We think establishing appropriate ways to get screening, diagnosis, and referral tools back to pulmonary and sleep medicine physicians is a really exciting sort of strategic upside as you look long term. It's really a one-two punch, if you like. The one punch is efficiency of the channel and allowing us to scale with the channel we have, and the other is accessing patients from two new channels to refer back into our primary channel. That's sort of how we're thinking about it from a strategic perspective.

Operator

Matt Taylor with Barclays is online with a question.

Matt Taylor
Analyst, Barclays

Hi. Thanks for taking the question. I just wanted to get some kind of sense for the trajectory. It seems like from a lot of the awards that the company has won, that they're growing very quickly. Just wondering if you could talk a little bit about how that's been or how you view that going forward. Then how are you going to report this in your structure?

Mick Farrell
CEO, ResMed

Okay. Yeah. Maybe I'll hand the first part of the question to the sort of recognition in the industry and the growth to Jim Hollingshead, and then, Brett, you can maybe talk to the reporting after that. Jim?

Jim Hollingshead
President, ResMed Americas, ResMed

Yeah. Thanks, Mick, and thanks, Matt. We think there's a lot of growth runway for Brightree as a business. They've done very well, and they are a leader in the space that they're playing in now. But we think they've grown well. There's significant growth left, both through penetrating the three markets they're chasing, but also through user growth and through the addition of additional modules in the Software as a Service platform. We think there's lots of runway in front of them.

Brett Sandercock
CFO, ResMed

Yeah, Matt, just on the disclosure, as I was saying earlier, what we're going to do is we'll review that and see what makes sense from a disclosure perspective and then kind of give you more color on our future calls once we've closed the deal. It's just a matter of balancing the shareholder and commercial considerations, I think, and then we'll let you know what sort of template or what changes we make, if any, to the disclosure.

Matt Taylor
Analyst, Barclays

Okay. Thanks. Just curious, are you going to, I don't know, I guess rejigger, because you've done a few deals now, so just curious how you're going to report kind of the old organic business growth versus.

Brett Sandercock
CFO, ResMed

Yeah

Matt Taylor
Analyst, Barclays

a lot of the new stuff.

Brett Sandercock
CFO, ResMed

Yeah, I think the top line, sort of organic versus kind of inorganic growth, as you like, I think we will, yeah, with the accumulation of some of those acquisitions, we probably will give some color on that on the kind of revenue side.

Mick Farrell
CEO, ResMed

Thanks for the questions, Matt.

Operator

Raj Denhoy with Jefferies is online with a question.

Speaker 18

This is Anthony for Raj. Just two quick questions. I'm wondering how penetrated Brightree is into the U.S. HME market. If you could give just an update there, how penetrated they are with, say, some of their HME solutions. Specifically, in looking at some of the software solutions that they provide, I'm wondering if there's any overlap with the existing infrastructure at ResMed. Specifically, they do offer sleep therapy compliance, so any update on how much overlap there is between Brightree and the existing ResMed portfolio, that would be helpful.

Mick Farrell
CEO, ResMed

Thanks for the questions, Anthony. I'll actually hand the first part of that question over to Jim in terms of how penetrated Brightree is within HME, and the second half to Raj to talk about software solutions and any overlap between our two businesses. Jim, you want to go first?

Jim Hollingshead
President, ResMed Americas, ResMed

Yeah, Anthony, I don't think we want to get into detailed disclosure of exact share numbers and things like that. I'll say that Brightree is the market share leader in this SaaS space in HME, and they've grown very well. As I was saying before, we think there's still growth left, both in terms of HMEs who could adopt the platform, but also in terms of

Number of users in each account and also the additional offerings that are signed up. There's a core billing platform and there are other services that can come along with that. We think there's growth in all three dimensions available.

Raj Sodhi
President, Global Business Unit in Healthcare Informatics, ResMed

On the second part, in terms of the overlap in sleep therapy compliance, I think, prior to our integrations with Brightree, HMEs managed patients with sleep inside of the platform through a series of workflows that payers or other parties demanded out of that sequence of events, caring for the patient through setup and onto ongoing therapy maintenance. Where I think the overlap comes through in integration, it's not really that we're doing an overlap, it's that we've driven the solution through an integration. Just to give you a clear example, removing the steps for a provider to have to log into two systems, we've done that through an integration. Notifying when a patient achieves a therapy milestone, we've done that through an integration. It's not really an overlap, more as it is a smart integration between our systems.

I think there's lots of runway there, in terms of enhancing those integrations and providing better value to our customers.

Speaker 18

Thank you.

Operator

Sean Laaman with Morgan Stanley is online with a question.

Sean Laaman
Analyst, Morgan Stanley

Good morning. Thanks for taking my question. Maybe just a bit more granular in relation to the last question. Maybe just, gentlemen, if you can just talk to how this might benefit the uptake and compliance with U-Sleep.

Raj Sodhi
President, Global Business Unit in Healthcare Informatics, ResMed

Yeah. I can take that. We've seen a strong uptake between the integration that we've completed, and that was our first integration with Brightree. We feel good about our current implementation with U-Sleep. Customers are seeing the value. I think what it's allowing them to do is have U-Sleep do all the patient engagement and manage by exception behind the scenes, but still offer the benefit of living within the Brightree system. Really it's just a continuation of what we've been doing today and having customers use the current implementation of U-Sleep. It'll just be a matter of jointly sharing that value with more customers and driving the adoption that we're seeing today.

Sean Laaman
Analyst, Morgan Stanley

Great. Thank you.

Operator

Victor Windeyer with Citi is online with a question.

Victor Windeyer
Analyst, Citi

Hi. Thanks very much. I just wanted to ask about the treatment of research and development or software development in the accounts for Brightree.

Mick Farrell
CEO, ResMed

Brett, do you want to take that question?

Brett Sandercock
CFO, ResMed

Yeah, Victor. It's just the typical way that they're treating it, we look through that and diligence under GAAP and so on. Just your normal R&D expense under the various rules.

Victor Windeyer
Analyst, Citi

Yeah. Okay. There's no capitalization of?

Brett Sandercock
CFO, ResMed

No

Victor Windeyer
Analyst, Citi

software development here.

Brett Sandercock
CFO, ResMed

No.

Victor Windeyer
Analyst, Citi

Okay. Thanks so much.

Operator

Saul Hadassin with Credit Suisse is online with a question.

Saul Hadassin
Analyst, Credit Suisse

Thanks. Yeah, Mick, just a question. Referring to slide nine, you've obviously in the last 12 months, as you know, built out that offering quite quickly in terms of the HME. In terms of their business performance and processes, are there any gaps that you are noting in terms of your coverage of the solutions you can offer them?

Mick Farrell
CEO, ResMed

Yeah, look, as you look at that slide nine, it's a pretty busy chart. Saul, I'm not sure if you were there in San Francisco, but we walked through it at the ResMed Investor Day there. We walked through it in a lot of detail, where we built up the many workflows that are behind some of those lines on that chart, as we interface with the whole value chain, the HME and the referring physician and the OSA patient and the payers and so on. I think we are really helping in almost every step of the value chain. Clearly, there's more help we can provide.

As you look at Air Solutions and its ability to take labor costs out of the system, Brightree and its ability to provide efficiencies in terms of physician referrals, document management, and inventory management, and resupply, we really got a lot of the needs of the HME covered. Having said that, there's always more needs that they have. We're working with HMEs in our U.S. business every day to look for ways that we can better serve them. We think, they're certainly providing the best devices that are quiet, comfortable, and fit patients, and masks that are as light and comfortable as they can be, but also systems that help them achieve that efficiency. We've got a lot covered, but there's always more runway ahead, is the way we look at it, Saul.

Saul Hadassin
Analyst, Credit Suisse

Right. Thanks, Mick.

Mick Farrell
CEO, ResMed

Thanks.

Operator

Suraj Kalia with Northland Securities is online with a question.

Suraj Kalia
Analyst, Northland Securities

Good afternoon, gentlemen. Thank you for taking my questions. Mick, as I understand for Brightree, Philips and Fisher & Paykel also are customers. How does that work once you all close this acquisition, in terms of, there will be some overlap with your competitors also.

Mick Farrell
CEO, ResMed

Thanks for the question, Suraj. Jim, do you want to have a go at the question as to how we work with other manufacturers in the space?

Jim Hollingshead
President, ResMed Americas, ResMed

Yeah, that's right. Philips and Fisher & Paykel both have, to some extent, some data integration into the Brightree platform. Our stance on that is we would like to maintain those data integrations because we think that they create value for our customers. That's what we intend to do.

Suraj Kalia
Analyst, Northland Securities

Okay. Mick, obviously, this is a pretty significant multiple for this company. We don't know the growth rate at which it is growing. You all did feel this was the time to jump in to acquire Brightree. I guess what I'm trying to understand is, was there a competitive environment from other strategics to take out Brightree, which necessitated this valuation? I'm just trying to understand. We know the numbers, at least to the extent that you have given. I'm just trying to understand the rationale for the timing, and it's a pretty lofty multiple. Thank you for taking my questions.

Mick Farrell
CEO, ResMed

We respectfully disagree with you, Suraj. I don't think it's a lofty multiple at all. I think the 13.5x multiple on 2015 EBITDA, including the tax synergies, is a very fair multiple and within a good range, actually, for both parties when you think about where SaaS businesses are these days. Why now? I'm not going to go into the details of the process, but I think it's rest assured to say, we're a strategic that really gets and understands this space. We've been partnering with Brightree for three, four, five years in terms of providing great efficiencies to our HME customers. It's really just a next step in that relationship, where we're even getting closer to Brightree and becoming part of the same family, although operating as separate teams.

I think 13.5x EBITDA, on a very strong top line of revenue of $113 million for the calendar year. EBITDA of $43 million for the calendar year, immediately accretive on gross margin and on earnings after close. It's actually a really solid financial deal.

Operator

Margaret Kaczor with William Blair is online with a question.

Margaret Kaczor
Analyst, William Blair

Good afternoon, guys. Can you hear me?

Mick Farrell
CEO, ResMed

Yes, Margaret, loud and clear.

Margaret Kaczor
Analyst, William Blair

All right, appreciate it. A couple quick ones for me. In terms of the revenue per customer, the PMPM, however you guys want to term it, I think I calculate about $45,000 or so. Where can that be long term? Are we thinking of it going to $80,000, or is that $45,000 that I calculated not the right way to look at it? How much of that growth historically and going forward is going to be going deeper into accounts versus new customer wins?

Mick Farrell
CEO, ResMed

Well, Margaret, you're quick study and already start to delve into the numbers. I'm not sure we're going to get quite as granular as you have started to go or want to on this call. Jim, do you want to talk to at a high level, what we're doing with customers to provide more efficiency and help grow between customers and within customers to get towards Margaret's question?

Jim Hollingshead
President, ResMed Americas, ResMed

Sure. I'm not sure what the right metric is, Margaret. I think that's a really interesting way to look at it. The way we've been thinking about it is, the better we can understand our customers' businesses and the more we can do to take labor out at every step, that's how we're going to create value, right? That's really been the Air Solutions strategy with our customers over the last 16, 18 months. Really automating all the steps they can do in sleep. What Brightree does is it actually automates several labor-intensive steps across the whole HME business. Not just in sleep therapy, but across oxygen and other things that HMEs do. We think there's, as I was saying before on the call, we think there's tremendous potential to continue to grow. They can acquire new customers.

As the channel consolidates, what we're seeing is that there are more users per customer. The HMEs that are efficient are the ones that tend to be leaning towards using third-party software provision as a way to automate their businesses and make their businesses more efficiency and so are more efficient. What we're seeing with channel consolidation, which is actually moving a bit slower than we would have anticipated, but we're seeing more users in each account, so that's a way to grow business. Then as we can work together to really understand the workflows in our customers, we can offer more services within the modules. Bringing the two businesses together, from my point of view, what you've got is the leading manufacturer in software-as-a-service provision in the space today and the leading administrative billing function provider coming together.

The combination can really only help us to identify better ways to streamline the offering and to streamline our customers' businesses. There's multiple ways that I think we can continue to grow. I like your metric question. We'll think about that.

Margaret Kaczor
Analyst, William Blair

All right. For my follow-up, I'm hopefully going to have a second metric question. In terms of the number of customers, I think you guys listed 2,500 in the slide deck. I know some of them are home health, obviously, but should we consider Brightree to reach 2,000 of the, I don't know, 7,000-10,000 DMEs in the U.S.? Then how do we think about the users per account as well? Thank you.

Mick Farrell
CEO, ResMed

Yeah. Margaret, we're not going to go into the detailed split of that 2,500 between HME, home health, and hospice. Yeah, look, the majority of them are HME, which according to your math, you picked it, right? There's a lot of runway left to provide these services to other HMEs out there. As Jim provided just earlier, there's a lot of services, even within accounts that we're already working for, to find better efficiencies for them and software modules that we can work with them to add on to their offering to provide even more efficiencies for their business processes to improve their business efficiency, also improve their cash flow, so they can reinvest that cash in patient care and in reaching out to doctors and getting more undiagnosed patients into the channel so they can get therapy.

We will look forward to releasing more metrics and thoughts about this business as we move forward on our future earnings calls. Thanks for the questions.

Operator

We have reached the end of the call, so I will turn the call back over to Mick Farrell.

Mick Farrell
CEO, ResMed

Great, Connor, thanks. In closing, I'd like to thank all of you for taking this call at short notice, and I want to thank the soon to be, after this close, almost 5,000-strong team at ResMed globally for providing solutions for patients in over 100 countries worldwide and for your continued focus on end-to-end solutions to help optimize the business of our customers. Thanks a lot to everybody. We're changing millions of lives, literally with every breath, and we'll talk to you with our earnings call and more details about the Brightree acquisition in the coming months. Thanks a lot, and we'll talk to you soon.

Agnes Lee
Senior Director of Investor Relations, ResMed

Thank you everyone again for joining us today. If there are any additional questions, please feel free to contact me. The webcast replay will be available on our website in about two hours on investors.resmed.com. Connor, you may now close the call.

Operator

This concludes today's conference call. You may now disconnect.