RESMED INC
10-Q, 1998-05-15
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                        RESMED INC. AND SUBSIDIARIES



                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549



                                  FORM 10-Q

[  X  ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE  ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH  31,  1998

[          ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSACTION PERIOD FROM ___________ TO
_____________

                       Commission file number: 0-26038


                                 ResMed Inc.
            (Exact name of registrant as specified in its charter)


Delaware                                                     98-0152841
(State  or  other  jurisdiction  of                        (I.R.S  Employer
incorporation  or  organization)                         Identification  No.)



                          10121 Carroll Canyon Road
                          San Diego, CA  92131-1109
                           United States Of America
                   (Address of principal executive offices)

                                 619 689 2400
             (Registrant's telephone number including area code)


Indicate  by  check  mark  whether  the  registrant  (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or for such shorter period that the
registrant  was  required  to  file such reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.  Yes __X___  No ______

As  of March 31, 1998, there were 7,269,774 shares of Common Stock ($0.004 par
value)  outstanding.

<PAGE>
                         RESMED INC. AND SUBSIDIARIES

                                    INDEX
<TABLE>
<CAPTION>

PART  I    FINANCIAL  INFORMATION


<S>     <C>                                                         <C>

                                                                    Page

Item 1  Financial Statements

        Condensed Consolidated Balance Sheets as of March 31, 1998
        (unaudited) and June 30, 1997                                  3

        Unaudited Condensed Consolidated Statements of Income for
        the Three Months Ended March 31, 1998 and 1997 and the
        Nine Months ended March 31, 1998 and 1997                      4

        Unaudited Condensed Consolidated Statements of Cash Flows
        for the Nine Months Ended March 31, 1998 and 1997              5

        Notes to the Unaudited Condensed Consolidated Financial
        Statements                                                     6

Item 2  Managements Discussion and Analysis of Financial Condition
        and Results of Operations                                     11
</TABLE>


<TABLE>
<CAPTION>

PART  II  OTHER  INFORMATION


<S>         <C>                                                  <C>

Item 1      Legal Proceedings                                    14

Item 2      Changes in Securities                                14

Item 3      Defaults Upon Senior Securities                      14

Item 4      Submission of Matters to a Vote of Security Holders  14

Item 5      Other Information                                    14

Item 6      Exhibits and Reports on Form 8-K                     14

SIGNATURES                                                       15
</TABLE>



- -2-
<PAGE>
                      PART I.     FINANCIAL INFORMATION
Item  1.          Financial  Statements
<TABLE>
<CAPTION>

                                   RESMED INC. AND SUBSIDIARIES

                              Condensed Consolidated Balance Sheets
                            (in US$ thousands, except per share data)


<S>                                                                         <C>          <C>

                                                                            March 31,    June 30,
                                                                            -----------  ---------
Assets                                                                            1998       1997 
                                                                            -----------  ---------
Current assets:                                                             (unaudited)
 Cash and cash equivalents                                                      11,843      9,077 
 Marketable securities - available for sale                                      7,973     18,908 
 Accounts receivable, net of allowance of $211 at March 31, 1998
  and $277 at June 30, 1997                                                     11,033      7,834 
 Government grants                                                                 390        391 
 Inventories                                                                     7,170      5,797 
 Deferred income taxes                                                             950        999 
 Prepaid expenses and other current assets                                       1,834      1,385 
                                                                                ______     ______ 
Total current assets                                                            41,193     44,391 
                                                                                ______     ______ 
Property, plant and equipment, net of accumulated depreciation
 of $4,953 at March 31, 1998 and $3,467 at June 30, 1997                        10,598      4,916 
Patents, net of accumulated amortization of $369 at
 March 31, 1998 and $325 at June 30, 1997                                          399        253 
Deferred income taxes                                                              157        157 
Goodwill, net of amortization of $749 at March 31, 1998 and
 $433 at June 30, 1997                                                           5,495      4,553 
Other assets                                                                       919        625 
                                                                                ______     ______ 
Total assets                                                                    58,761     54,895 
                                                                                ======     ======
Liabilities and Stockholders' Equity
Current liabilities:
 Accounts payable                                                                2,115      2,641 
 Accrued expenses                                                                5,610      3,537 
 Income taxes payable                                                            1,697      3,544 
 Current portion of long-term debt                                                 121        274 
                                                                                ______     ______ 
Total current liabilities                                                        9,543      9,996 
                                                                                ______     ______ 
Long-term debt, less current portion                                               243        274 
                                                                                ______     ______ 
Total liabilities                                                                9,786     10,270 
                                                                                ______     ______ 
Stockholders' equity:
 Preferred stock, $0.01 par value, 2,000,000 shares authorized; none issued          -          - 
 Series A Junior Participating preferred stock, $0.01 par value,
  150,000 shares authorized; none issued                                             -          - 
 Common Stock $0.004 par value; 15,000,000 shares authorized;
  issued and outstanding 7,269,774 at March 31, 1998 and
  7,202,413 at June 30, 1997                                                        29         29 
 Additional paid-in capital                                                     30,437     29,656 
 Retained earnings                                                              24,162     16,568 
 Currency translation adjustment                                                (5,653)    (1,628)
                                                                                ______     ______ 
                                                                                48,975     44,625 
                                                                                ______     ______ 
Commitments and contingencies                                                        -          - 
                                                                                ______     ______ 
Total liabilities and stockholders' equity                                      58,761     54,895 
                                                                                ======     ======
<FN>

See  accompanying  notes  to  condensed  consolidated  financial  statements.
</TABLE>
                                      

- -3-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

                         Unaudited Condensed Consolidated Statements of Income
                               (in US$ thousands, except per share data)


                                                    Three Months Ended      Nine Months Ended
                                                         March 31               March 31,
                                                    -------------------     ------------------
<S>                                                 <C>            <C>       <C>       <C>

                                                             1998      1997     1998      1997
                                                      -----------  --------  --------  -------

Net revenue                                                17,113    12,468   47,237    35,196
Cost of sales                                               6,098     5,120   16,697    14,685
                                                           ______    ______   ______    ______
Gross profit                                               11,015     7,348   30,540    20,511
                                                           ______    ______   ______    ______

Operating expenses
 Selling, general and administrative expenses               5,300     4,064   14,994    12,120
 Research and development expenses                          1,290     1,065    3,789     2,747
                                                           ______    ______   ______    ______
Total operating expenses                                    6,590     5,129   18,783    14,867
                                                           ______    ______   ______    ______
Income from operations                                      4,425     2,219   11,757     5,644
                                                           ______    ______   ______    ______

Other income (expenses), net:
 Interest income, net                                         201       307      755       851
 Government grants                                            128        41      476       219
 Other income (expenses), net                                  47       266   (1,394)    1,299
                                                           ______    ______   ______    ______
Total other income (expenses), net                            376       614     (163)    2,369
                                                           ______    ______   ______    ______

Income before income taxes                                  4,801     2,833   11,594     8,013
Income taxes                                                1,655       935    4,000     2,593
                                                           ______    ______   ______    ______
Net income                                                  3,146     1,898    7,594     5,420
                                                           ======    ======   ======    ======

Basic earnings per share                                $    0.43   $  0.26  $  1.05   $  0.75
Diluted earnings per share                              $    0.42   $  0.26  $  1.02   $  0.74
<FN>

                 See accompanying notes to condensed consolidated financial statements.
</TABLE>


- -4-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

                  Unaudited Condensed Consolidated Statements of Cash Flows
                                      (in US$ thousands)


                                                                           Nine Months Ended
                                                                               March 31,
                                                                          ------------------  
<S>                                                                     <C>           <C>


                                                                               1998      1997 
                                                                          ----------  --------

Cash flows from operating activities:
Net income                                                                    7,594     5,420 
                                                                             ______    ______ 
Adjustment to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization                                                 2,831     1,786 
Provision for service warranties                                                 80        63 
Deferred income taxes                                                             -         2 
Foreign currency options revaluations                                         1,669      (935)
Changes in operating assets and liabilities:
 Accounts receivable, net                                                    (3,271)   (1,586)
 Government grants                                                              (41)      139 
 Inventories                                                                  (1744)      577 
 Prepaid expenses and other current assets                                     (547)   (1,139)
 Accounts payable, accrued expenses and other liabilities                    (3,572)    2,354 
                                                                             ______    ______ 
 Net cash provided by operating activities                                    2,999     6,681 
                                                                             ______    ______ 
Cash flows from investing activities:
 Purchases of property, plant and equipment                                  (8,319)   (2,594)
 Purchases of patents                                                          (261)     (105)
 Purchase of investments                                                       (389)      (44)
 Proceeds from sale of investments                                                -     1,243 
 Loans receivable                                                                 -      (225)
 Deferred payments - business acquisitions                                   (1,699)     (991)
 Purchases of marketable securities - available for sale                    (24,879)  (40,794)
 Proceeds from sale of marketable securities - available for sale            35,638    40,148 
                                                                             ______    ______ 
 Net cash from (used in) investing activities                                    91    (3,362)
                                                                             ______    ______ 
Cash flows from financing activities:
 Proceeds from issuance of common stock                                         781       143 
 Repayment of long term debt                                                   (124)     (146)
                                                                             ______    ______ 
 Net cash from by (used in) financing activities                            657        (3)
                                                                             ______    ______ 
Effect of exchange rate changes on cash                                        (981)     (191)
                                                                             ______    ______ 
Net increase in cash and cash equivalents                                     2,766     3,125 
                                                                             ______    ______ 
Cash and cash equivalents at beginning of period                              9,077     5,510 
                                                                             ______    ______ 
Cash and cash equivalents at end of period                                   11,843     8,635 
                                                                             ======    ======
Supplemental disclosure of cash flow information:
 Income taxes paid                                                            5,528     1,755 
 Interest paid                                                                    -         - 
<FN>

             See accompany notes to condensed consolidated financial statements.
</TABLE>


- -5-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

      NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)          Organization  and  Basis  of  Presentation

     ResMed Inc. (the Company), is a Delaware corporation formed in March 1994
as  a  holding  company  for ResMed Holdings Ltd. (RHL), a company resident in
Australia.    RHL designs, manufactures and markets devices for the evaluation
and  treatment  of  sleep  disordered  breathing,  primarily obstructive sleep
apnea.    The  Company's  principal  manufacturing  operations  are located in
Australia.    Other  principal distribution and sales sites are located in the
United  States,  the  United  Kingdom  and  Europe.

     The  accompanying  unaudited  consolidated financial statements have been
prepared  in  accordance  with  generally  accepted  accounting principles for
interim  financial  information  and  with  the  instructions to Form 10-Q and
Article  10  of  Regulation  S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for  complete  financial  statements.    In  the  opinion  of  management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a  fair  presentation  have  been  included.   Operating results for the three
months  ended  March 31, 1998 and the nine months ended March 31, 1998 are not
necessarily  indicative of the results that may be expected for the year ended
June  30,  1998.

(2)          Summary  of  Significant  Accounting  Policies

(a)          Basis  of  Consolidation:

     The consolidated financial statements include the accounts of the Company
and  its wholly owned subsidiaries.  All significant intercompany transactions
and  balances  have  been  eliminated  in  consolidation.

(b)          Revenue  Recognition:

     Revenue  on  product  sales is recorded at the time of shipment.  Royalty
revenue  from  license  agreements  is  recorded  when  earned.

(c)          Cash  and  Cash  Equivalents:

     Cash  equivalents  include certificates of deposit, commercial paper, and
other  highly  liquid  investments stated at cost, which approximates market. 
Investments  with  original maturities of 90 days or less are considered to be
cash  equivalents  for  purposes of the consolidated statements of cash flows.

- -6-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

      NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(2)          Summary  of  Significant  Accounting  Policies,  Continued

(d)          Inventories:

     Inventories  are  stated  at the lower of cost, determined principally by
the  first-in  first-out  method,  or  net  realizable  value.

(e)          Property,  Plant    and  Equipment:

     Property,  plant and equipment is recorded at cost.  Depreciation expense
is  computed using the straight-line method over the estimated useful lives of
the  assets,  generally two to 10 years.  Assets held under capital leases are
recorded  at  the lower of the net present value of the minimum lease payments
or  the  fair  value  of  the  leased  asset  at  the inception of the lease. 
Amortization  expense  is  computed  using  the  straight-line method over the
shorter  of  the  estimated  useful  lives  of the assets or the period of the
related lease.  Straight-line and accelerated methods of depreciation are used
for tax purposes.  Maintenance and repairs are charged to expense as incurred.

(f)          Patents:

     The registration costs for new patents are capitalized and amortized over
the  estimated  useful life of the patent, generally five years.  In the event
of  a  patent  being  superseded,  the  unamortized  costs  are  written  off
immediately.

(g)          Government  Grants:

     Government  grants  revenue  is recognized when earned.  Grants have been
obtained  by  the  Company  from  the Australian Federal Government to support
continued  development  of  the Company's proprietary positive airway pressure
technology  and  to  assist  development  of export markets.  Grants have been
recognized  in  the  amount of $128,000 and $41,000 for the three month period
ended  March 31, 1998 and 1997, respectively and $476,000 and $219,000 for the
nine month periods ended March 31, 1998 and 1997, respectively.

(h)          Foreign  Currency:

     The  consolidated  financial  statements  of  the  Company's  non-U.S.
subsidiaries  are  translated  into  U.S.  dollars  for  financial  reporting
purposes.  Assets  and  liabilities  of non-U.S. subsidiaries whose functional
currencies  are  other  than  the  U.S.  dollar  are  translated at period end
exchange  rates,  revenue  and  expense transactions are translated at average
exchange  rates  for  the  period.  Cumulative  translation  adjustments  are
reflected  in  stockholders'  equity.    Gains  and  losses  on  transactions,
denominated in other than the functional currency of the entity, are reflected
in  operations.

(i)          Research  and  Development:

     All  research  and development costs are expensed in the period incurred.

- -7-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

      NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(2)          Summary  of  Significant  Accounting  Policies,  Continued

(j)          Earnings  Per  Share:

     During the quarter ended December 31, 1997, the Company adopted Statement
of  Financial  Accounting  Standards  No. 128, "Earnings per Share" (Statement
128).    As  required  by Statement 128, all prior period information has been
restated  to conform to the provisions of Statement 128.  The weighted average
shares  used to calculate basic earnings per share was 7,258,000 and 7,193,000
for  the  quarters  ended March 31, 1998 and 1997, respectively, and 7,245,000
and  7,186,000  for  the  nine  month  periods  ended March 31, 1998 and 1997,
respectively.    The  difference  between basic earnings per share and diluted
earnings  per share is attributable to the impact of outstanding stock options
during  the periods presented.  Stock options had the effect of increasing the
number of shares used in the calculation (by application of the treasury stock
method) by 293,000 and 171,000 for the quarters ended March 31, 1998 and 1997,
respectively,  and  by  236,000  and  141,000 for the nine month periods ended
March  31,  1998  and  1997,  respectively.

(k)          Financial  Instruments:

     The  carrying  value  of  financial  instruments,  such  as cash and cash
equivalents,  marketable securities - available for sale, accounts receivable,
government  grants,  foreign  currency  option contracts, accounts payable and
long-term  debt,  approximate  their fair value.  The Company does not hold or
issue  financial  instruments  for  trading  purposes.

     The Fair Value of Financial Instruments is defined as the amount at which
the  instrument  could  be  exchanged in a current transaction between willing
parties.

(l)          Foreign  Exchange  Risk  Management:

     The  Company  enters  into various types of foreign exchange contracts in
managing its foreign exchange risk, including derivative financial instruments
encompassing  forward  exchange  contracts  and  foreign  currency  options.

     The  purpose  of  the Company's foreign currency hedging activities is to
protect  the  Company  from adverse exchange rate fluctuations with respect to
net  cash  movements resulting from the sales of products to foreign customers
and  Australian  manufacturing  activities.    The Company enters into foreign
currency  option  contracts to hedge anticipated sales and manufacturing costs
denominated  in  principally  Australian  Dollars,  Pound  Sterling  and
Deutschmarks.    The terms of such foreign exchange contracts generally do not
exceed  three  years.

     Premiums  to enter certain foreign currency options are included in other
assets  and are amortized over the period of the agreement in the consolidated
statement  of income against other income, net.  At March 31, 1998 unamortized
premiums  amounted  to  $457,000.

- -8-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

      NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(2)          Summary  of  Significant  Accounting  Policies,  Continued

(l)          Foreign  Exchange  Risk  Management:

     Unrealized gains or losses are recognized as incurred in the Consolidated
Balance  Sheet  as  either  other assets or other liabilities and are recorded
within  other income, net on the Company's consolidated statements of income. 
Unrealized  gains  and  losses on currency derivatives are determined based on
dealer  quoted  prices.

     Foreign  currency  option  contracts  have  been purchased in part by the
issue  of  put  options to counterparts.  As a result, should foreign exchange
rates  drop  below  a  specified  level,  on  a  specific date, the Company is
required  to  deliver  certain  funds  to  counterparts  at contracted foreign
exchange  rates.    As  at March 31, 1998 no put options issued by the Company
were  outstanding.

     The  Company  is  exposed  to  credit-related  losses  in  the  event  of
non-performance  by  counterparts  to  financial  instruments, but it does not
expect  any  counterparts  to  fail to meet their obligations given their high
credit  ratings.    The  credit  exposure  of  foreign  exchange  options  is
represented  by  the  fair  value of options with a positive fair value at the
reporting  date.

     At March 31, 1998 the Company held foreign currency option contracts with
notional  amounts  totaling $35,049,000 to hedge foreign currency items. These
contracts  mature  at  various  dates  prior  to  March  1999.

(m)          Income  Taxes:

     The  Company  accounts  for  income  taxes  under  Statement of Financial
Accounting  Standards No. 109, "Accounting for Income Taxes" (Statement 109). 
Statement  109 requires an asset and liability method of accounting for income
taxes.    Under  the asset and liability method of Statement 109, deferred tax
assets  and  liabilities  are  recognized  for  the  future  tax  consequences
attributable  to  differences between the financial statement carrying amounts
of  existing  assets and liabilities and their respective tax bases.  Deferred
tax  assets  and  liabilities are measured using enacted tax rates expected to
apply  to taxable income in the years in which those temporary differences are
expected  to  be  recovered  or  settled.   Under Statement 109, the effect on
deferred  tax assets and liabilities of a change in tax rates is recognized in
income  in  the  period  that  includes  the  enactment  date.

- -9-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

      NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

(3)          Inventories

     Inventories  were  comprised  of the following at March 31, 1998 and June
30,  1997:


<S>               <C>         <C>

                  March 31,   June 30,
                        1998       1997
                  ----------  ---------
                  $     '000  $    '000

Raw materials     $    2,692  $   1,797
Work in progress         753        284
Finished goods         3,725      3,716
                      ______     ______
                  $    7,170  $   5,797
                      ======     ======
</TABLE>


(4)          Commitments  and  contingencies

          The  Company  is currently engaged in significant patent litigation
relating to the enforcement and defense of certain of its patents.  In January
1995,  the  Company  filed  a  complaint for patent infringement in the United
States  against  Respironics.   The complaint seeks monetary damages from, and
injunctive  relief against Respironics resulting from its alleged infringement
of  three  of  the  Company's  patents.  In February 1995, Respironics filed a
complaint  against the Company seeking a declaratory judgment that Respironics
does  not  infringe claims of these patents and that the Company's patents are
invalid  and  unenforceable.    The  two  actions  have been combined and will
proceed  in  the  United  States  District  Court  for the Western District of
Pennsylvania.

     In  June  1996, the  Company  initiated  a further action in Pennsylvania
against Respironics regarding alleged infringement of a fourth patent, granted
June  4,  1996,  related  to  the  delay timer feature.  This action was again
consolidated  with the ongoing case such that the two remaining actions are to
proceed  together.  On July 1, 1997 the Court granted Respironics a motion for
partial  summary judgment in which Respironics alleged its accused products do
not  infringe  one  of  the  four  patents  in  suit.  Subsequently, the court
undertook a de novo review of the motion and on January 27, 1998 confirmed the
initial ruling.  It is ResMed's intention to appeal to the Court of Appeal for
the  Federal  Circuit  once  a  final  judgment  has  been  rendered.

     On  May  17,  1995,  Respironics  and  its Australian distributor filed a
Statement  of  Claim  against the Company and Dr. Peter Farrell in the Federal
Court  of  Australia.  The Statement of Claim alleges that the Company engaged
in  unfair  trade practices, including the misuse of the power afforded by its
Australian  patent and dominant market position in violation of the Australian
Trade  Practices  Act.    The  Statement of Claim asserts damage claims in the
aggregate amount of approximately $730,000, constituting lost profit on sales.
 While  the  Company  intends to defend this action, there can be no assurance
that  the  Company  will  be  successful  in defending such action or that the
Company  will  not be required to make significant payments to the claimants. 
Furthermore,  the  Company  expects  to incur ongoing legal costs in defending
such  action.

- -10-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                  OPERATIONS

Net  Revenue

Net  revenue  increased  for  the  three  months ended March 31, 1998 to $17.1
million  from  $12.5  million  for  the  three months ended March 31, 1997, an
increase  of  $4.6  million or 37%.  For the nine month period ended March 31,
1998  net  revenue  increased  to $47.2 million from $35.2 million in the nine
month  period  ended March 31, 1997 an increase of $12.0 million or 34%.  Both
the  three  month and nine month increases in net revenue were attributable to
an  increase in unit sales of the Company's flow generators and accessories in
North  America  and  to a lesser extent Europe.  In fiscal 1998 net revenue in
North America increased to $8.4 million from $5.4 million for the quarter, and
to $23.5 million from $14.7 million for the nine month period ended March 31. 
In  Europe  net  revenue  increased  to $6.3 million from $5.2 million for the
quarter,  and  to  $17.2  million from $15.8 million for the nine month period
ended  March  31,  respectively.

Gross  Profit

Gross  profit  increased  for  the  three months ended March 31, 1998 to $11.0
million  from  $7.3  million  for  the  three  months ended March 31, 1997, an
increase  of $3.7 million or 50%.  Gross profit as a percentage of net revenue
increased for the quarter ended March 31, 1998 to 64% from 59% in three months
ended  March 31, 1997.  These increases resulted primarily from increased unit
sales  of higher margin products and a devaluation of the Australian dollar in
which  the  Company's  manufacturing  activities  are  denominated.

For  the nine month period ended March 31, 1998 gross profit also increased to
$30.5 million from $20.5 million in the same period of fiscal 1997 an increase
of  $10.0  million  or  49%.    Gross  profit  as  a percentage of net revenue
increased  for  the  nine  month  period  ended March 31, 1998 to 65% from 58%
achieved  for  the  nine  months  ended  March 31, 1997.  These increases also
resulted  from  increased  unit  sales  of  higher  margin  products  and  the
devaluation  of  the  Australian  dollar.

Selling,  General  and  Administrative  Expenses

Selling,  general  and  administrative expenses increased for the three months
ended  March  31,  1998 to $5.3 million from $4.1 million for the three months
ended  March  31, 1997, an increase of $1.2 million or 30%.  This increase was
primarily  due  to  an  increase  from  103  to 136 in the number of sales and
administrative  personnel.    As a percentage of net revenue, selling, general
and  administrative  expenses  declined to 31% for the quarter ended March 31,
1998  from 33% for the three months ended March 31, 1997.  This decrease was a
result of increased efficiencies resulting from higher revenues and a marginal
decrease  in  legal  costs associated with ongoing legal action (refer Note 4)
marginally  declined  to  $307,000  from  $331,000.

Selling,  general  and administrative expenses for the nine months ended March
31,  1998  also  increased  to  $15.0  million from $12.1 million for the nine
months  ended  March  31,  1997,  an  increase  of  $2.9 million or 24%.  As a
percentage  of  net  revenue,  selling,  general  and  administration expenses
declined  to 32% for the nine months ended March 31, 1998 from 34% in the nine
months  ended  March  31,  1997.

- -11-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                  OPERATIONS

Research  and  Development  Expenses

Research  and  development expenses increased for the three months ended March
31,  1998 to $1.3 million from $1.1 for the three months ended March 31, 1997,
an  increase  of  $225,000 or 21%. The increase was due to an increased use of
consultants as well as increased evaluation and testing procedures incurred to
facilitate  development  of  a number of new products.  As a percentage of net
revenue,  research  and  development expenses for the three months ended March
31,  1998  declined  to  8%  from  9%  for  the  period  ended March 31, 1997.

For  the  nine  month  period  ended  March  31, 1998 research and development
expenses  increased  to  $3.8  million from $2.7 million for the corresponding
period  in  fiscal  1997, an increase of $1.1 million or 38%. The increase was
due  to  additional  costs  relating  to  development  and  evaluation  of new
products.    As a percentage of net revenue, research and development expenses
remained  static  for  the  nine  months  ended  March  31,  1998  at  8  %.

Other  Income  (Expenses),  Net

Other  income  (expenses),  net  declined for the three months ended March 31,
1998  to  $376,000  from $614,000 for the three months ended March 31, 1997, a
decrease  of  $238,000  or  39%.   The decline in other income (expenses), net
reflects  the  net  impact  of  losses  associated  with the Company's foreign
exchange  position,  costs  incurred in relation to the transfer of Australian
manufacturing  activities  offset  by receipt of $1,250,000 in relation to the
granting  of  licenses  to  three  of  the  Company's  Patents  to  Invacare
Corporation.

Other income (expenses), net declined for the nine months ended March 31, 1998
to  a  loss  of  $163,000, from net income of $2.4 million for the nine months
ended  March  31, 1997 a decline of $2.5 million.  The decline in other income
(expense),  net  over  the  nine  month period for the corresponding period in
fiscal  1997,  primarily  reflects foreign currency losses associated with the
marked  devaluation  of the Australian dollar, partially offset by the receipt
of  licensing  fees  from  Invacare.

Income  Taxes

The  Company's  effective income tax rate for the three months ended March 31,
1998  marginally  increased  to  34.5% of income from 33% for the three months
ended  March  31,  1997 and to 34.5% from 32.4% for the nine month period then
ended.  The increase in effective tax rates reflects a decline in Research and
Development  deductions  in  Australia  and  increase  profitability  in  the
Company's  European  operations  on  which  higher  tax  rates  are  incurred.

- -12-
<PAGE>
                         RESMED INC. AND SUBSIDIARIES

   MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                  OPERATIONS

Liquidity  and  Capital  Resources

As  of  March  31,  1998  and  June  30,  1997,  the Company had cash and cash
equivalents  and  marketable  securities  available  for sale of approximately
$19.8  million  and $28.0 million, respectively. The Company's working capital
approximated  $31.7  million and $34.4 million, at March 31, 1998 and June 30,
1997,  respectively.    The  decline  in working capital balances reflects the
construction  of  a  new Australian manufacturing facility partially offset by
cash  generated  from  operations.

During  the  nine  months  ended  March  31,  1998,  the  Company's operations
generated  $3.0  million of cash  from  operations,  primarily  as a result of
increased  profit  from  operations, offset partially by increases in accounts
receivable and inventory due to increased sales.  During the nine months ended
March 31, 1997 approximately $6.7 million of cash was generated by operations.

The  Company's  capital expenditures for the nine month period ended March 31,
1998  and  1997  aggregated $8.6  million  and $2.7 million, respectively. The
majority  of  the  expenditures in the nine month period ending March 31, 1998
relate  to purchase of land and associated construction costs, with respect to
a  new  Australian  manufacturing facility and to a lessor extent purchases of
computer  software  and  hardware,  production  tooling  and equipment, office
furniture  and  research  and  development  equipment.    As a result of these
capital  expenditures, the Company's March 31, 1998 balance sheet reflects net
property  plant and equipment of approximately $10.6 million, compared to $4.9
million  at  June  30,  1997.

In  addition,  during  the  nine month period ended March 31, 1998 the Company
paid  $1.7  million  in  business  acquisition  payments  in  relation  to the
acquisition  of  Priess,  the  liquid  silicone moulding operations of TQR Pty
Limited  and  its  Singapore  distributor.

The  company  anticipates  to expend approximately $9.0 million in relation to
the  construction  of its new manufacturing facility and computer systems over
the  next  twelve  months.  These payments are to be funded through cash flows
from  operations  and  existing  cash  resources.

The  results of the Company's international operations are affected by changes
in  exchange  rates  between  currencies.    Changes  in  exchange  rates  may
negatively  affect  the  Company's  consolidated  net revenue and gross profit
margins  from international operations.  The Company however has a substantial
exposure  to  fluctuations  in  the  Australian  dollar  with  respect  to its
manufacturing  and  research  activities  which  is  managed  through  foreign
currency  option  contracts.

In  May  1993, the Australian Federal Government agreed to lend the Company up
to  $870,000 over a six year term. Such a loan bears no interest for the first
three  years  but  bears interest at a rate of 3.8% thereafter until maturity.
The  outstanding  principal  balance of such loan was $364,000 and $548,000 at
March  31,  1998  and  June  30,  1997,  respectively.

- -13-
<PAGE>

                        PART II     OTHER INFORMATION

Item  1.          Legal  Proceedings

     Refer  Note  4  to  Condensed  Consolidated  Financial  Statements

Item  2.          Changes  in  Securities

     None

Item  3.          Defaults  Upon  Senior  Securities

     None

Item  4.          Submission  of  Matters  to  a  Vote  of  Security  Holders

     None

Item  5.          Other  Information

     None

Item  6.          Exhibits  and  Report  on  Form  8K

Exhibits

The  following  exhibits  are  filed  as  part  of  this  report

     Exhibit  11.1  Statement  re:  Computation  of  Earnings  of  Share
     Exhibit  27.1  Financial  Data  Schedule

Report  on  Form  8-K

     None

- -14-
<PAGE>

                                  SIGNATURES


Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  thereunto  duly  authorized.



ResMed  Inc.






/S/  PETER  C  FARRELL
Peter  C  Farrell
President  and  Chief  Executive  Officer





/S/  ADRIAN  M  SMITH
Adrian  M  Smith
Vice  President  Finance  and  Chief  Financial  Officer


- -15-
<PAGE>

     Exhibit  11.1
<TABLE>
<CAPTION>

                                       RESMED INC. AND SUBSIDIARIES
                                 COMPUTATION OF EARNINGS PER COMMON SHARE
                                 (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                                  Three Months Ended                   Nine Months Ended
                                                -------------------                   ------------------ 
<S>                                         <C>                  <C>                 <C>         <C>

                                            March 31,            March 31,            March 31,   March 31,
                                            ---------------      -------------        ----------  ----------
                                                       1998              1997              1998        1997
                                            ---------------      -------------        ----------  ----------
BASIC EARNINGS
Net income                                            3,146             1,898             7,594       5,420
                                                     ======            ======            ======      ======
Shares
Weighted average number of common
 shares outstanding                                   7,258             7,193             7,245       7,186
                                                     ======            ======            ======      ======

Basic earnings per share:                   $          0.43      $       0.26        $     1.05   $    0.75
                                                     ======            ======            ======      ======


DILUTED EARNINGS
Net Income                                            3,146             1,898             7,594       5,420
                                                     ======            ======            ======      ======
Shares
Weighted average number of common
 shares outstanding                                   7,258             7,193             7,245       7,186
Additional shares assuming conversion of
 stock options under treasury stock method              293               171               236         141
                                                     ______            ______            ______      ______
Weighted average number of common and
 common equivalent shares outstanding
 as adjusted                                          7,551             7,364             7,481       7,327
                                                     ======            ======            ======      ======

Diluted earnings per share:                 $          0.42      $       0.26        $     1.02   $    0.74
                                                     ======            ======            ======      ======

</TABLE>


- -16-
<PAGE>
     Exhibit  27.1
<TABLE>
<CAPTION>

                     ARTICLE. 5 FDS FOR 3RD QUARTER 10-Q

This  schedule  contains  summary  financial information extracted from ResMed
Inc's  third  quarter  March 31, 1998 financial report and is qualified in its
entirety  by  reference  to  such  financial  statements.

CURRENCY      USD  $  CURRENCY


<S>                         <C>           <C>

PERIOD-TYPE                        9-MOS         9-MOS
FISCAL-YEAR-END             JUN-30-1998   JUN-30-1997
PERIOD-END                  MAR-31-1998   MAR-31-1997
EXCHANGE-RATE                          1             1
CASH                          11,843,000     8,635,000
SECURITIES                     7,973,000    18,667,000
RECEIVABLES                   11,033,000     7,794,000
ALLOWANCES                       211,000       188,000
INVENTORY                      7,170,000     5,165,000
CURRENT-ASSETS                41,193,000    43,154,000
PP&E                          10,598,000     4,407,000
DEPRECIATION                          00             0
TOTAL-ASSETS                  58,761,000    53,643,000
CURRENT-LIABILITIES            9,543,000     9,641,000
BONDS                                  0             0
PREFERRED-MANDATORY                    0             0
PREFERRED                              0             0
COMMON                            29,000        29,000
OTHER-SE                      30,437,000    29,551,000
TOTAL-LIABILITY-AND-EQUITY    58,761,000    53,643,000
SALES                         47,237,000    35,196,000
TOTAL-REVENUES                47,237,000    35,196,000
CGS                           16,697,000    14,685,000
TOTAL-COSTS                            0             0
OTHER-EXPENSES                         0             0
LOSS-PROVISION                         0             0
INTEREST-EXPENSE                       0             0
INCOME-PRETAX                 11,594,000     8,013,000
INCOME-TAX                     4,000,000     2,593,000
INCOME-CONTINUING              7,594,000     5,420,000
DISCONTINUED                           0             0
EXTRAORDINARY                          0             0
CHANGES                                0             0
NET-INCOME                     7,594,000     5,420,000
EPS-BASIC                   $       1.05  $       0.75
EPS-DILUTED                 $       1.02  $       0.74
</TABLE>


- -17-




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