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 SEPTEMBER 30, 1999
[ ] 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)
858 689 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 September 30, 1999, 14,876,459 shares of Common Stock($0.004 par value)
were outstanding.
<PAGE>
INDEX
PART I FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
Page
Item 1 Financial Statements
. . Condensed Consolidated Balance Sheets as of September 3
. . 30, 1999 (unaudited) and June 30, 1999
. . Condensed Consolidated Statements of Income 4
. . (unaudited) for Three Months Ended September 30, 1999
. . and 1998
. . Condensed Consolidated Statements of Cash Flows 5
. . (unaudited) for the Three Months Ended September 30,
. . 1999 and 1998
. . Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial 12
. . Condition and Results of Operations
Item 3 Quantitative and Qualitative Disclosure About Market 16
. . Risk
</TABLE>
<TABLE>
PART II OTHER INFORMATION
<CAPTION>
<S> <C> <C>
Item 1 . . Legal Proceedings 17
Item 2 . . Changes in Securities 17
Item 3 . . Defaults Upon Senior Securities 17
Item 4 . . Submission of Matters to a Vote of Security Holders 17
Item 5 . . Other Information 17
Item 6 . . Exhibits and Reports on Form 8-K 17
SIGNATURES 18
</TABLE>
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<PAGE>
3
PART I. FINANCIAL INFORMATION
<TABLE>
Item 1. Financial Statements
---------------------
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in US$ thousands, except per share data)
<CAPTION>
September 30, June 30,
--------------- --------------
1999 1999
--------------- --------------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ 10,835 11,108
Marketable securities - available for sale. . . . . . . . . . . . 6,710 5,626
Accounts receivable, net of allowance for doubtful accounts of
$565 at September 30, 1999 and $421 at June 30, 1999 . . . . . . 20,105 17,898
Government grants receivable. . . . . . . . . . . . . . . . . . . 39 -
Inventories, net. . . . . . . . . . . . . . . . . . . . . . . . . 13,988 10,725
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 2,399 2,392
Prepaid expenses and other current assets . . . . . . . . . . . . 2,151 3,022
____________ ____________
Total current assets . . . . . . . . . . . . . . . . . . . . . . . 56,227 50,771
____________ ____________
Property, plant and equipment, net of accumulated amortization of
$9,591 at September 30, 1999 and $8,511 at June 30, 1999 . . . . 30,176 29,322
Patents, net of accumulated amortization of $616 at September 30,
1999 and $570 at June 30, 1999 . . . . . . . . . . . . . . . . . 925 782
Goodwill, net of amortization of $1,674 at September 30, 1999 and
$1,459 at June 30, 1999. . . . . . . . . . . . . . . . . . . . . 6,559 6,555
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,902 2,459
____________ ____________
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96,789 89,889
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . $ 5,758 4,772
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . 7,633 7,779
Income taxes payable. . . . . . . . . . . . . . . . . . . . . . . 6,926 5,691
____________ ____________
Total current liabilities. . . . . . . . . . . . . . . . . . . . . 20,317 18,242
____________ ____________
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 50,000,000 shares authorized;
issued and outstanding 14,876,000 at September 30, 1999
and 14,808,000 at June 30, 1999 . . . . . . . . . . . . . . . . 60 59
Additional paid-in capital . . . . . . . . . . . . . . . . . . . 34,340 33,736
Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . 48,116 43,281
Accumulated other comprehensive loss . . . . . . . . . . . . . . (6,044) (5,429)
____________ ____________
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . 76,472 71,647
____________ ____________
Commitments and contingencies (Note 5) . . . . . . . . . . . . . . - -
$ 96,789 89,889
============ ============
<FN>
See the accompanying notes to the condensed consolidated financial statements.
</TABLE>
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<PAGE>
RESMED INC. AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Statements of Income (Unaudited)
(in US$ thousands, except per share data)
<CAPTION>
Three Months Ended
September 30,
--------------------
1999 1998
-------------------- ---------------
<S> <C> <C>
Net revenue . . . . . . . . . . . . . $ 25,945 19,244
Cost of sales . . . . . . . . . . . . 8,224 6,084
_____________ _____________
Gross profit. . . . . . . . . . . . . 17,721 13,160
_____________ _____________
Operating expenses
Selling, general and administrative 8,409 6,355
Research and development. . . . . . 1,890 1,433
_____________ _____________
Total operating expenses. . . . . . . 10,299 7,788
_____________ _____________
Income from operations. . . . . . . . 7,422 5,372
_____________ _____________
Other income (expense), net:
Interest income, net. . . . . . . . . 134 207
Government grants . . . . . . . . . . 140 130
Other, net. . . . . . . . . . . . . . (269) (878)
_____________ _____________
Total other income (expense), net . . 5 (541)
_____________ _____________
Income before income taxes. . . . . . 7,427 4,831
Income taxes. . . . . . . . . . . . . 2,592 1,647
_____________ _____________
Net income. . . . . . . . . . . . . . $ 4,835 3,184
============= =============
Basic earnings per share. . . . . . . $ 0.33 $ 0.22
Diluted earnings per share. . . . . . $ 0.31 $ 0.21
<FN>
See the accompanying notes to the condensed consolidated financial statements.
</TABLE>
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<PAGE>
RESMED INC. AND SUBSIDIARIES
<TABLE>
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in US$ thousands)
<CAPTION>
Three Months Ended
September 30,
--------------------
1999 1998
-------------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,835 3,184
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization. . . . . . . . . . . . . . . . . . . 1,369 1,007
Provision for service warranties . . . . . . . . . . . . . . . . . 29 (5)
Foreign currency options revaluations. . . . . . . . . . . . . . . 377 506
Changes in operating assets and liabilities:
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . (1,951) 1,712
Government grants receivable . . . . . . . . . . . . . . . . . . (39) (130)
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . (3,215) (1,618)
Prepaid expenses and other current assets. . . . . . . . . . . . 878 1,208
Accounts payable, accrued expenses and other liabilities . . . . 1,514 (1,480)
_____________ _____________
Net cash provided by operating activities. . . . . . . . . . . . . 3,797 4,384
_____________ _____________
Cash flows from investing activities:
Purchases of property, plant and equipment . . . . . . . . . . . (2,473) (3,996)
Patent costs . . . . . . . . . . . . . . . . . . . . . . . . . . (218) (50)
Purchase of non-trading investments. . . . . . . . . . . . . . . (857) (205)
Deferred payments- business acquisitions . . . . . . . . . . . . - (1,033)
Purchases of marketable securities - available for sale. . . . . (4,138) (989)
Proceeds from sale of marketable securities - available for sale 3,053 2,307
_____________ _____________
Net cash used in investing activities. . . . . . . . . . . . . . . (4,633) (3,966)
_____________ _____________
Cash flows provided by financing activities:
Proceeds from issuance of common stock . . . . . . . . . . . . . 605 911
_____________ _____________
Net cash from financing activities . . . . . . . . . . . . . . . 605 911
_____________ _____________
Effect of exchange rate changes on cash. . . . . . . . . . . . . . (42) (379)
_____________ _____________
Net increase/(decrease) in cash and cash equivalents . . . . . . . (273) 950
_____________ _____________
Cash and cash equivalents at beginning of period . . . . . . . . . 11,108 15,526
_____________ _____________
Cash and cash equivalents at end of period . . . . . . . . . . . . $ 10,835 16,476
============= =============
Supplemental disclosure of cash flow information:
Income taxes paid. . . . . . . . . . . . . . . . . . . . . . . . 1,271 934
Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . - -
<FN>
See the accompanying notes to the condensed consolidated financial statements.
</TABLE>
- -5-
<PAGE>
RESMED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) Organization and Basis of Presentation
------------------------------------------
ResMed Inc. (the Company) is a Delaware corporation formed in March 1994 as
a holding company for ResMed Group. The Company 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, Singapore and
Europe.
The accompanying unaudited condensed 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 September 30, 1999
are not necessarily indicative of the results that may be expected for the year
ended June 30, 2000.
(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. Service revenue
received in advance from service contracts is initially deferred and recognized
as revenue over the life of the service contract. Revenue from sale of
marketing and distribution rights is initially deferred and progressively
recognized as revenue over the period of expected benefits but not exceeding
three years.
(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.
(d) Inventories:
-----------
Inventories are stated at the lower of cost, determined principally by the
first-in, first-out method, or net realizable value.
- -6-
<PAGE>
RESMED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(2) Summary of Significant Accounting Policies, Continued
----------------------------------------------------------
(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) Goodwill
--------
Goodwill arising from business acquisitions is amortized on a straight-line
basis over periods ranging from three to 15 years. The Company carries goodwill
at cost net of amortization. The Company reviews its goodwill carrying value
when events indicate that an impairment may have occurred in goodwill. If,
based on the undiscounted cash flows, management determines goodwill is not
recoverable, goodwill is written down to its discounted cash flow value and the
amortization period is re-assessed.
(h) 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 and export of the Company's proprietary positive airway
pressure technology and to assist development of export markets. Grants of
$140,000 and $130,000 have been recognized for the three month periods ended
September 30, 1999 and September 30, 1998, respectively.
(i) 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 and
revenue and expense transactions are translated at average exchange rates for
the period. Cumulative translation adjustments are recognized as part of
"Comprehensive Income", as described in Note 4, and are included in "Accumulated
Other Comprehensive Loss" on the Condensed Consolidated Balance Sheet until such
time as the subsidiary is sold or substantially or completely liquidated. Gains
and losses on transactions, denominated in other than the functional currency of
the entity, are reflected in operations.
- -7-
<PAGE>
RESMED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(2) Summary of Significant Accounting Policies, Continued
----------------------------------------------------------
(j) Research and Development:
--------------------------
All research and development costs are expensed in the period incurred.
(k) Earnings Per Share:
--------------------
The weighted average shares used to calculate basic earnings per share was
14,845,000 and 14,614,000 for the three month periods ended September 30, 1999
and 1998, 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 807,000 and 639,000 for the quarters and three month
periods ended September 30, 1999 and 1998, respectively.
(l) 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 and accounts payable
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.
(m) 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 and Deutschmarks. The term of such foreign
exchange contracts generally do not exceed three years.
Unrealized gains or losses are recognized as incurred in the statement of
financial position as either other assets or other liabilities and are recorded
within other income, net in the Company's consolidated statements of income.
Unrealized gains and losses on currency derivatives are determined based on
dealer quoted prices.
- -8-
<PAGE>
RESMED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(2) Summary of Significant Accounting Policies, Continued
----------------------------------------------------------
(m) Foreign Exchange Risk Management, Continued
-----------------------------------------------
Foreign currency option contracts have been purchased in part by the issue
of put options to counterparties. 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 counterparties at contracted foreign exchange rates. At
September 30, 1999 no put options issued by the Company were outstanding.
The Company is exposed to credit-related losses in the event of
non-performance by counterparties to financial instruments, but it does not
expect any counterparties to fail to meet their obligations given their high
credit ratings. The credit exposure of foreign exchange options is represented
by the positive fair value of options at the reporting date.
The Company held foreign currency option contracts with notional amounts
totaling $124,301,000 and $62,460,000 at September 30, 1999 and June 30, 1999,
respectively to hedge foreign currency items. These contracts mature at various
dates prior to December 2001.
(n) Income Taxes:
-------------
The Company accounts for income taxes under the asset and liability method.
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. 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.
(o) Marketable Securities:
-----------------------
Management determines the appropriate classification of its
investments in debt and equity securities at the time of purchase and
re-evaluates such determination at each balance sheet date. Debt securities for
which the Company does not have the intent or ability to hold to maturity are
classified as available for sale. Securities available for sale are carried at
fair value, with the unrealized gains and losses, net of tax, reported in
accumulated other comprehensive income (loss).
At September 30, 1999 and June 30, 1999, the Company's investments in
debt securities were classified on the accompanying consolidated balance sheet
as marketable securities-available for sale. These investments are diversified
among high credit quality securities in accordance with the Company's investment
policy.
The amortized cost of debt securities classified as available for sale
is adjusted for amortization of premiums and accretion of discounts to maturity.
Such amortization and interest are included in interest income. Realized gains
and losses are included in other income or expense. The cost of securities sold
is based on the specific identification method.
- -9-
<PAGE>
RESMED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(2) Summary of Significant Accounting Policies, Continued
----------------------------------------------------------
(p) Warranty:
---------
Estimated future warranty costs related to certain products are charged to
operations in the period in which the related revenue is recognized.
(q) Impairment of Long-Lived Assets:
-----------------------------------
The Company periodically evaluates the carrying value of long-lived assets
to be held and used, including certain identifiable intangible assets, when
events and circumstances indicate that the carrying amount of an asset may not
be recovered. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell.
(3) Inventories
-----------
<TABLE>
Inventories were comprised of the following at September 30, 1999 and June
30, 1999 (in thousands):
<CAPTION>
September 30, June 30,
1999 1999
-------------- ----------
<S> <C> <C>
Raw materials. . $ 6,003 4,153
Work in progress 1,021 74
Finished goods . 6,964 6,498
_________ _________
$ 13,988 10,725
========= =========
</TABLE>
(4) Comprehensive Income
---------------------
As of July 1, 1998, the Company adopted Statement of Financial Accounting
Standards No 130, "Reporting Comprehensive Income", which established standards
for the reporting and display of comprehensive income and its components in the
financial statements. The only component of comprehensive income that impacts
the Company is foreign currency translation adjustments. The net loss
associated with the foreign currency translation adjustments for the three
months ended September 30, 1999 and 1998 was $615,000 and $535,000,
respectively. The Company does not provide for US income taxes on foreign
currency translation adjustments since it does not provide for such taxes on
undistributed earnings of foreign subsidiaries. Accumulated other comprehensive
loss at September 30, 1999 and June 30, 1999 consisted solely of foreign
currency translation adjustments with debit balances of $6.0 million and $5.4
million, respectively.
- -10-
<PAGE>
RESMED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(5) Commitments and contingencies
-------------------------------
In January 1995, the Company filed a complaint in the United States
District Court for the Southern District of California seeking monetary damages
from and injunctive relief against Respironics for alleged infringement of three
ResMed patents. In February 1995, Respironics filed a complaint in the United
States District Court for the Western District of Pennsylvania 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 were combined and are proceeding in the United States District
Court for the Western District of Pennsylvania. In June 1996, the Company filed
an additional complaint against Respironics for infringement of a fourth ResMed
patent, and that complaint was consolidated with the earlier action. As of this
date, Respironics has brought three partial summary judgment motions for
non-infringement of the ResMed patents; the Court has granted each of the
motions. It is ResMed's intention to appeal the summary judgment rulings after
a final judgment in the consolidated litigation has been entered in the District
Court proceedings.
In May 1995, Respironics and its Australian distributor filed a Statement
of Claim against the Company and Dr. Farrell in the Federal Court of Australia,
alleging that the Company engaged in unfair trade practices. The Statement of
Claim asserts damage claims for lost profits on sales in the aggregate amount of
approximately $1,000,000. While the Company is defending this action, there can
be no assurance that the Company will be successful or that the Company will not
be required to make significant payments to the claimants. Furthermore, the
Company is incurring ongoing legal costs in defending this action, as well as in
the continuing litigation of its patent cases.
- -11-
<PAGE>
RESMED INC. AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
Net Revenues
Net revenues increased for the three months ended September 30, 1999 to $25.9
million from $19.2 million for the three months ended September 30, 1998, an
increase of $6.7 million or 35%. The increase in net revenues is primarily
attributable to an increase in unit sales of the Company's flow generators and
accessories in both domestic and international markets. Net revenues in North
and Latin America increased to $14.8 million from $11.9 million for the quarter
and in Europe increased to $8.3 million from $5.8 million for the quarter.
Gross Profit
Gross profit increased for the three months ended September 30, 1999 to $17.7
million from $13.2 million for the three months ended September 30, 1998, an
increase of $4.5 million or 35%. Gross profit as a percentage of net revenues
for the quarter ended September 30, 1999 was 68% consistent with the September
30, 1998 quarter.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased for the three months
ended September 30, 1999 to $8.4 million from $6.4 million for the three months
ended September 30, 1998, an increase of $2.0 million or 32%. As a percentage
of net revenues, selling, general and administrative expenses for the three
months ended September 30, 1999 declined to 32.4% from 33.0% for the quarter
ended September 30, 1998. The increase in gross selling, general and
administrative expenses was due primarily to an increase from 169 to 227 in the
number of sales and administrative personnel and other expenses related to the
increase in Company sales.
Research and Development Expenses
Research and development expenses increased for the three months ended September
30, 1999 to $1.9 million from $1.4 million for the three months ended September
30, 1998, an increase of approximately $460,000 or 32%. As a percentage of net
revenues, research and development expenses for the three months ended September
30, 1999 declined marginally to 7.3% from 7.4% for the period ended September
30, 1998. The increase in gross research and development expenses was due to an
increase in charges for consulting fees, clinical trials and technical
assessments incurred to facilitate development of a number of new products.
Other Income (Expenses), Net
Other income (expenses), net increased for the three months ended September 30,
1999 to net income of $5,000, from net expense of $541,000 for the three months
ended September 30, 1998. The increase in other income (expense), net over the
three month period primarily reflects lower foreign currency losses, partially
offset by reduced interest income as a result of lower cash balances and one
time charges incurred in relation to the Company's successful listing on the
NYSE.
- -12-
<PAGE>
RESMED INC. AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
Income Taxes
The Company's effective income tax rate for the three months ended September 30,
1999 increased to approximately 34.9% from approximately 34.1% for the three
months ended September 30, 1998. The higher tax rate was primarily due to
increased profitability in Germany and France in which the Company incurs higher
relative tax rates.
Liquidity and Capital Resources
The Company had cash and cash equivalents and marketable securities available
for sale of approximately $17.5 million and $16.7 million, at September 30, 1999
and June 30, 1999, respectively. The Company's working capital approximated
$35.9 million and $32.5 million, at September 30, 1999 and June 30, 1999,
respectively. The increase in working capital primarily reflects management's
decision to increase inventory holdings, particularly in the US and Europe, to
support sales growth.
During the three months ended September 30, 1999, the Company's operations
generated $3.8 million cash from operations, primarily as a result of increased
profit from operations offset partially by increases in inventories and accounts
receivable. During the three months ended September 30, 1998 approximately $4.4
million of cash was provided by operations.
The Company's capital expenditures for the three month periods ended September
30, 1999 and 1998 aggregated $2.5 million and $4.0 million, respectively. The
majority of the expenditures in the three month period ended September 30, 1999
related to purchase of computer software and hardware, production tooling and
equipment and, to a lesser extent, office furniture and research and development
equipment. As a result of these capital expenditures, the Company's September
30, 1999 balance sheet reflects net property, plant and equipment of
approximately $30.2 million at September 30, 1999, compared to $29.3 million at
June 30, 1999.
The Company anticipates expending approximately $1.5 million in relation to the
roll out of the Oracle Application Enterprise package system and eCommerce
initiatives over the next six months. These payments are to be funded through
cash flows from operations.
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 sales and gross profit margins from
international operations. The Company is exposed to the risk that the
dollar-value equivalent of anticipated cash flows will be adversely affected by
changes in foreign currency exchange rates. The Company manages this risk
through foreign currency option contracts.
- -13-
<PAGE>
RESMED INC. AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
Year 2000
The Company conducted a number of reviews of its information systems during
fiscal 1998 and fiscal 1999, to identify all system upgrades required to
facilitate the growth in business activity. As a consequence of these review
procedures, internal application systems have been substantially upgraded in
recent years along with a strategic program to replace existing accounting
systems with the Oracle Applications Enterprise package. The decision to
replace the Company's existing information systems was driven by operational
requirements although, as a consequence of the Oracle implementation and upgrade
of other systems, the Company believes all of its information systems are Year
2000 compliant.
While management expects the costs associated with Year 2000 compliance to be
approximately $100,000, the global cost of implementing the Oracle Application
Enterprise package once completed is estimated to be approximately $3,000,000.
The Company has completed a review of its product lines for Year 2000 compliance
and, as a result of this review, believes there is no significant Year 2000
exposure with regards to the Company's products.
In addition to risks associated with the Company's internal computer system, the
Company is potentially vulnerable to the failure of third parties to adequately
address their Year 2000 issues. ResMed continues to assess the readiness of key
third parties by monitoring such parties' readiness statements. Significant
third parties with which the Company interfaces include, among others, customers
and business partners, technology suppliers and service providers and the
utility infrastructure (power, transport, telecommunications) on which all
entities rely. The most likely worst case scenario is that a lack of readiness
by these third parties would expose the Company to the potential for loss,
impairment of business process and activities and general disruption of its
markets. ResMed is in the process of obtaining assurances from its major
suppliers that they are addressing this issue and that products purchased by
ResMed will function properly in the Year 2000. However, there is no assurance
that the systems of third parties on which the Company relies will be Year 2000
ready, or that any system failure by such parties would not have a material
adverse effect on the Company.
Beyond the above review procedures, the Company is in the process of, and has
developed, a number of Year 2000 contingency plans should a Year 2000 compliance
issue arise. However, there can be no assurance that customers, suppliers and
service providers on which the Company relies will resolve their Year 2000
issues accurately, thoroughly and on schedule. Failure to complete the Year 2000
project by December 31, 1999 could have a material adverse effect on future
operating results or financial condition.
- -14-
<PAGE>
RESMED INC. AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
Recent Accounting Developments
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
(SFAS 133), was issued by the Financial Accounting Standards Board in June 1998
and is effective for the Company's quarter ending September 30, 2000. SFAS 133
standardizes the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts. Under the standard,
entities are required to carry all derivative instruments in the balance sheet
at fair value. The accounting for changes in the fair value (ie, gains or
losses) of a derivative instrument depends on whether it has been designated and
qualifies as part of a hedging relationship and, if so, on the reason for
holding it. If certain conditions are met, entities may elect to designate a
derivative instrument as a hedge of exposures to changes in fair values, cash
flows, or foreign currencies. If the hedged exposure is a fair value exposure,
the gain or loss on the derivative instrument is recognized in earnings in the
period of change together with the offsetting loss or gain on the hedged item
attributable to the risk being hedged. If the hedged exposure is a cash flow
exposure, the effective portion of the gain or loss on the derivative instrument
is reported initially as a component of other comprehensive income (outside
earnings) and subsequently reclassified into earnings when the forecasted
transaction affects earnings. Any amounts excluded from the assessment of hedge
effectiveness as well as the ineffective portion of the gain or loss is reported
in earnings immediately. Accounting for foreign currency hedges is similar to
the accounting for fair value and cash flow hedges. If the derivative
instrument is not designated as a hedge, the gain or loss is recognized in
earnings in the period of change.
The Company has not determined the impact that Statement 133 will have on its
financial statements and believes that such determination will not be meaningful
until closer to the date of initial adoption.
- -15-
<PAGE>
RESMED INC. AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Market Risk
The Company's functional currency is the US dollar although the Company
transacts business in various foreign currencies including a number of major
European currencies as well as the Australian dollar. The Company has
significant foreign currency exposure through both its Australian manufacturing
activities and international sales operations.
The Company has established a foreign currency hedging program using foreign
currency forward exchange contracts and purchased currency options to hedge
foreign-currency-denominated financial assets, liabilities and manufacturing
expenditure. Under this program, increases or decreases in the Company's
foreign-currency-denominated financial assets, liabilities, and firm commitments
are partially offset by gains and losses on the hedging instruments.
The table below provides information about the Company's foreign currency
derivative financial instruments, by functional currency and presents such
information in US dollar equivalents. The table summarizes information on
instruments and transactions that are sensitive to foreign currency exchange
rates, specifically foreign currency call options held at September 30, 1999.
The table presents the notional amounts and weighted average exchange rates of
foreign currency call options by expected (contractual) maturity dates. These
notional amounts generally are used to calculate payments to be exchanged under
the options.
<TABLE>
<CAPTION>
(In US$thousands) Fiscal Year
-------------------
2000 2001 2002 Total
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Foreign Exchange Call Options
(Receive AUS$/Pay US$)
Option amount. . . . . . . . . . . $ 45,750 $ 48,000 $ 24,000 $ 117,750
Average contractual exchange rate. AUS $1 = USD 0.680 AUS $1 = USD 0.688 AUS $1 = USD 0.690 AUS $1 = USD 0.686
(Receive AUS$/Pay DM)
Option amount. . . . . . . . . . . $ 1,965 $ 2,948 $ 1,638 $ 6,551
Average contractual exchange rate. AUS $1 = DM 1.106 AUS $1 = DM 1.182 AUS $1 = DM 1.250 AUS $1 = DM 1.174
(In US$thousands)
Fair Value
Assets/(Liabilities)
---------------------
<S> <C>
Foreign Exchange Call Options
(Receive AUS$/Pay US$)
Option amount. . . . . . . . . . . $ 1,524
Average contractual exchange rate
(Receive AUS$/Pay DM)
Option amount. . . . . . . . . . . $ 304
Average contractual exchange rate
</TABLE>
- -16-
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Refer Note 5 to the 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 a part of this report:
27.1 Financial Data Schedule
Report on Form 8-K
None
- -17-
<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
- -18-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RESMED INC'S
FIRST QUARTER SEPTEMBER 30, 1999 FINANCIAL REPORT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 10835000
<SECURITIES> 6710000
<RECEIVABLES> 20105000
<ALLOWANCES> 565000
<INVENTORY> 13988000
<CURRENT-ASSETS> 56227000
<PP&E> 30176000
<DEPRECIATION> 0
<TOTAL-ASSETS> 96789000
<CURRENT-LIABILITIES> 20317000
<BONDS> 0
0
0
<COMMON> 60000
<OTHER-SE> 34340000
<TOTAL-LIABILITY-AND-EQUITY> 96789000
<SALES> 25945000
<TOTAL-REVENUES> 25945000
<CGS> 8224000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 7427000
<INCOME-TAX> 2592000
<INCOME-CONTINUING> 4835000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4835000
<EPS-BASIC> .33
<EPS-DILUTED> .31
</TABLE>
