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, 2000
[ ] 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 (IRS 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 March 31, 2000, there were 30,541,378 shares of Common Stock ($0.004 par
value) outstanding.
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<PAGE>
RESMED INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION
<S> <C> <C>
Page
Item 1 . .Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2000 3
(unaudited) and June 30, 1999
Unaudited Condensed Consolidated Statements of Income for
the Three Months Ended March 31, 2000 and 1999 and the
Nine Months ended March 31, 2000 and 1999
Unaudited Condensed Consolidated Statements of Cash Flows. 5
for the Nine Months Ended March 31, 2000 and 1999
Notes to the Unaudited Condensed Consolidated Financial. . 6
Statements
Item 2 . .Management's Discussion and Analysis of Financial Condition 12
and Results of Operations
Item 3 . .Quantitative and Qualitative Disclosures About Market Risk 16
</TABLE>
<TABLE>
<CAPTION>
PART II OTHER INFORMATION
<S> <C> <C>
Item 1 . .Legal Proceedings 17
Item 2 . .Changes in Securities 17
Item 3 . .Defaults Upon Senior Securities 17
Item 4 . .Submission of Matters to a Vote of Security Holders 17
Item 5 . .Other Information 17
Item 6 . .Exhibits and Reports on Form 8-K 17
SIGNATURES 18
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PART I - FINANCIAL INFORMATION Item 1
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<TABLE>
<CAPTION>
RESMED INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in US$ thousands, except share and per share data)
<S> <C> <C>
March 31, June 30,
2000 1999
------------ ----------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (unaudited)
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 16,356 $ 11,108
Marketable securities - available for sale. . . . . . . . . . . . . 7,926 5,626
Accounts receivable, net of allowance for doubtful accounts of. . . 23,491 17,898
$725 at March 31, 2000 and $421 at June 30, 1999
Inventories (note 3). . . . . . . . . . . . . . . . . . . . . . . . 17,435 10,725
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . 2,422 2,392
Prepaid expenses and other current assets . . . . . . . . . . . . . 3,904 3,022
------------ ----------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . 71,534 50,771
------------ ----------
Property, plant and equipment, net of accumulated depreciation of . 30,853 29,322
$12,258 at March 31, 2000 and $8,511 at June 30, 1999
Patents, net of accumulated amortization of $705 at March 31, 2000. 1,114 782
and $570 at June 30, 1999
Goodwill, net of accumulated amortization of $1,856 at March 31,. . 5,805 6,555
2000 and $1,459 at June 30, 1999
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,898 2,459
------------ ----------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,204 89,889
============ ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 8,199 4,772
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 9,535 7,779
Income taxes payable. . . . . . . . . . . . . . . . . . . . . . . . 6,262 5,691
------------ ----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . 23,996 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 . . . . . . . . . 122 118
Authorized; issued and outstanding 30,541,378 at March 31,
2000 and 29,616,000 at June 30, 1999
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . 39,754 33,677
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . 59,316 43,281
Accumulated other comprehensive loss (note 4) . . . . . . . . . . . (11,984) (5,429)
------------ ----------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . 87,208 71, 647
------------ ----------
Commitments and contingencies (note 5). . . . . . . . . . . . . . . - -
Total liabilities and stockholders' equity. . . . . . . . . . . . . $ 111,204 $ 89,889
============ ==========
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>
PART I - FINANCIAL INFORMATION Item 1
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<TABLE>
<CAPTION>
RESMED INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Income
(in US$ thousands, except per share data)
Three Months Ended Nine Months Ended
March 31, March 31,
2000 1999 2000 1999
------------------- ------------------- -------- --------
<S> <C> <C> <C> <C>
Net revenue. . . . . . . . . . . . . . . . . $ 29,971 $ 22,760 $84,051 $63,484
Cost of sales. . . . . . . . . . . . . . . . 10,152 7,901 26,980 20,949
Gross profit . . . . . . . . . . . . . . . . 19,819 14,859 57,071 42,535
------------------- ------------------- -------- --------
Operating expenses
Selling, general and administrative expenses 9,459 6,636 26,864 19,889
Research and development expenses. . . . . . 2,103 1,512 5,964 4,581
------------------- ------------------- -------- --------
Total operating expenses . . . . . . . . . . 11,562 8,148 32,828 24,470
------------------- ------------------- -------- --------
Income from operations . . . . . . . . . . . 8,257 6,711 24,243 18,065
------------------- ------------------- -------- --------
Other income (expenses), net:
Interest income, net . . . . . . . . . . . . 205 152 542 555
Government grants. . . . . . . . . . . . . . - 138 279 402
Other income (expenses), net . . . . . . . . 533 (353) (380) (1,567)
------------------- ------------------- -------- --------
Total other income (expenses), net . . . . . 738 (63) 441 (610)
------------------- ------------------- -------- --------
Income before income taxes . . . . . . . . . 8,995 6,648 24,684 17,455
Income taxes . . . . . . . . . . . . . . . . 3,157 2,280 8,649 5,990
------------------- ------------------- -------- --------
Net income . . . . . . . . . . . . . . . . . $ 5,838 $ 4,368 $16,035 $11,465
=================== =================== ======== ========
Basic earnings per share . . . . . . . . . . $ 0.19 $ 0.15 $ 0.53 $ 0.39
Diluted earnings per share . . . . . . . . . $ 0.18 $ 0.14 $ 0.50 $ 0.37
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>
PART I - FINANCIAL INFORMATION Item 1
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<TABLE>
<CAPTION>
RESMED INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash Flows
(in US$ thousands)
Nine Months Ended
March 31,
2000 1999
------------------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,035 $ 11,465
------------------- ---------
Adjustment to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization. . . . . . . . . . . . . . . . . . 4,860 3,328
Provision for service warranties . . . . . . . . . . . . . . . . 157 214
Foreign currency options revaluations. . . . . . . . . . . . . . 1,928 115
Changes in operating assets and liabilities:
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . (6,021) (3,384)
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . (7,481) (2,371)
Prepaid expenses and other current assets. . . . . . . . . . . . (919) (283)
Accounts payable, accrued expenses and other liabilities . . . . 4,578 5,202
------------------- ---------
Net cash provided by operating activities. . . . . . . . . . . . 13,137 14,286
------------------- ---------
Cash flows from investing activities:
Purchases of property, plant and equipment . . . . . . . . . . . (8,194) (17,899)
Patents costs. . . . . . . . . . . . . . . . . . . . . . . . . . (623) (151)
Purchase of investments. . . . . . . . . . . . . . . . . . . . . (1,489) (1,529)
Business acquisitions. . . . . . . . . . . . . . . . . . . . . . (576) (1,033)
Purchases of marketable securities - available for sale. . . . . (27,128) (11,809)
Proceeds from sale of marketable securities - available for sale 24,828 11,687
------------------- ---------
Net cash used in investing activities. . . . . . . . . . . . . . (13,182) (20,734)
------------------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock . . . . . . . . . . . . . 6,081 1,713
Repayment of long term debt. . . . . . . . . . . . . . . . . . . - (114)
------------------- ---------
Net cash provided by financing activities. . . . . . . . . . . . 6,081 1,599
------------------- ---------
Effect of exchange rate changes on cash. . . . . . . . . . . . . (788) 167
------------------- ---------
Net (decrease)/increase in cash and cash equivalents . . . . . . 5,248 (4,682)
------------------- ---------
Cash and cash equivalents at beginning of period . . . . . . . . 11,108 15,526
------------------- ---------
Cash and cash equivalents at end of period . . . . . . . . . . . $ 16,356 $ 10,844
=================== =========
Supplemental disclosure of cash flow information:
Income taxes paid. . . . . . . . . . . . . . . . . . . . . . . . $ 7,930 $ 4,029
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<PAGE>
PART I - FINANCIAL INFORMATION Item 1
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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 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 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 and nine months ended March 31,
2000 are not necessarily indicative of the results that may be expected for the
fiscal year ending 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 on 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 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.
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PART I - FINANCIAL INFORMATION Item 1
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RESMED INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 ten 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.
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
$138,000 have been recognized for the three month period ended March 31, 1999,
and $279,000 and $402,000 for the nine month periods ended March 31, 2000 and
1999, 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 "Other
Comprehensive Income (loss)", as described in Note 4, and are included in
"Accumulated Other Comprehensive Income (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.
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PART I - FINANCIAL INFORMATION Item 1
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RESMED INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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
30,294,000 and 29,492,000 for the quarters ended March 31, 2000 and 1999,
respectively, and 29,975,000 and 29,398,000 for the nine month periods ended
March 31, 2000 and 1999, 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 2,259,000 and 1,969,000 for the
quarters ended March 31, 2000 and 1999, respectively, and by 1,894,000 and
1,494,000 for the nine month periods ended March 31, 2000 and 1999,
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, 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 for 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 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 Euros. The terms of such foreign exchange
contracts generally do not exceed three years.
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PART I - FINANCIAL INFORMATION Item 1
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RESMED INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(2) Summary of Significant Accounting Policies, Continued
----------------------------------------------------------
(m) Foreign Exchange Risk Management, Continued:
------------------------------------------------
Unrealized gains or losses are recognized as incurred in the accompanying
balance sheets 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.
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 $144,136,000 and $62,460,000 at March 31, 2000 and June 30, 1999,
respectively, to hedge foreign currency items. These contracts mature at various
dates prior to December 31, 2001.
(n) Income Taxes:
-------------
The Company accounts for income taxes under the 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.
(o) Warranty:
---------
Estimated future warranty costs related to products are accrued to
operations in the period in which the related revenue is recognized.
(p) 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 undiscounted 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 exceeds 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.
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PART I - FINANCIAL INFORMATION Item 1
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RESMED INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(3) Inventories
-----------
<TABLE>
<CAPTION>
Inventories were comprised of the following at March 31, 2000 and June 30,
1999:
(In $US thousands) March 31, June 30,
2000 1999
---------- ---------
<S> <C> <C>
Raw materials. . . $ 5,642 $ 4,153
Work in progress . 1,375 74
Finished goods . . 10,418 6,498
---------- ---------
$ 17,435 $ 10,725
========== =========
</TABLE>
(4) Comprehensive Income
---------------------
Statement of Financial Accounting Standards No. 130, 'Reporting
Comprehensive Income', establishes 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 March 31, 2000 was $5.7
million compared to a net gain of $147,000 for the three months ended March 31,
1999. The net loss associated with the foreign currency translation adjustments
for the nine months ended March 31, 2000 was $6.6 million compared to a net gain
of $619,000 for the nine months ended March 31, 1999. 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 March 31, 2000 and June
30, 1999 consisted solely of foreign currency translation adjustments with
balances of $12.0 million and $5.4 million, respectively.
(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. In December 1999, in response to the Court's ruling on Respironics'
third summary judgment motion, the parties jointly stipulated to a dismissal of
charges of infringement under the fourth ResMed patent, with ResMed reserving
the right to reassert the charges in the event of a favorable ruling on appeal.
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.
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PART I - FINANCIAL INFORMATION Item 1
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RESMED INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(5) Commitments and Contingencies, Continued
-------------------------------------------
On March 31, 2000, the Company filed a lawsuit in the United States
District Court for the Southern District of California against MPV Truma and
Tiara Medical Systems, Inc, seeking actual and exemplary monetary damages and
injunctive relief for the unauthorized and infringing use of the Company's
trademarks, trade dress, and design patents related to its Mirage mask design.
While the Company is prosecuting the above actions, there can be no
assurance that the Company will be successful.
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.
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<PAGE>
PART I - FINANCIAL INFORMATION Item 2
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RESMED INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Net Revenue
Net revenue increased for the three months ended March 31, 2000 to $30.0 million
from $22.8 million for the three months ended March 31, 1999, an increase of
$7.2 million or 32%. For the nine month period ended March 31, 2000 net revenue
increased to $84.1 million from $63.5 million in the nine month period ended
March 31, 1999 an increase of $20.6 million or 32%. 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 and Latin
America, Europe and the Asia Pacific. In fiscal 2000 net revenue in North and
Latin America increased to $15.4 million from $12.4 million for the quarter, and
to $45.1 million from $36.5 million for the nine month periods ended March 31.
In Europe net revenue increased to $11.2 million from $8.4 million for the
quarter, and to $29.9 million from $21.9 million for the nine month periods
ended March 31, 2000 and 1999, respectively.
Gross Profit
Gross profit increased for the three months ended March 31, 2000 to $19.8
million from $14.9 million for the three months ended March 31, 1999, an
increase of $4.9 million or 33%. Gross profit as a percentage of net revenue
increased for the quarter ended March 31, 2000 to 66% from 65% for the three
months ended March 31, 1999. These increases resulted primarily from a shift in
geographical sales mix and improved manufacturing capacity utilization.
For the nine month period ended March 31, 2000 gross profit increased to $57.1
million from $42.5 million in the same period of fiscal 1999 an increase of
$14.6 million or 34%. Gross profit as a percentage of net revenue increased for
the nine month period ended March 31, 2000 to 68% from 67% achieved for the nine
months ended March 31, 1999. These increases also resulted from a favorable
shift in geographical sales mix and improved manufacturing capacity utilization.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased for the three months
ended March 31, 2000 to $9.5 million from $6.6 million for the three months
ended March 31, 1999, an increase of $2.9 million or 44%. This increase was
primarily due to an increase from 197 to 264 in the number of sales and
administrative personnel to support sales growth, an increase in property costs
associated with new offices in Europe as well as continuing investment in IT
activities. As a percentage of net revenue, selling, general and administrative
expenses increased to 32% for the three months ended March 31, 2000 from 29% for
the three months ended March 31, 1999.
Selling, general and administrative expenses for the nine months ended March 31,
2000 increased to $26.9 million from $19.9 million for the nine months ended
March 31, 1999, an increase of $7.0 million or 35%. As a percentage of net
revenue, selling, general and administration expenses increased to 32% for the
nine months ended March 31, 2000 from 31% for the nine months ended March 31,
1999.
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PART I - FINANCIAL INFORMATION Item 2
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RESMED INC. AND SUBSIDIARIES
MANAGEMENT'S 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,
2000 to $2.1 million from $1.5 million for the three months ended March 31,
1999, an increase of $600,000 or 39%. The increase reflects increased
expenditure associated with new products currently under development. As a
percentage of net revenue, research and development expenses for the three
months ended March 31, 2000 and March 31, 1999, remained at 7%.
For the nine months ended March 31, 2000 research and development expenses
increased to $6.0 million from $4.6 million for the corresponding period in
fiscal 1999, an increase of $1.4 million or 30%. 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 for the nine month
periods ended March 31, 2000 and March 31, 1999, remained at 7%.
Other Income (Expenses), Net
Other income, net increased for the three months ended March 31, 2000 to
$533,000 from expense of $353,000 for the three months ended March 31, 1999, an
increase of $886,000. The increase in other income, net reflects foreign
currency gains associated with the weakening of the Australian Dollar during the
quarter.
Other income (expenses), net improved for the nine months ended March 31, 2000
to a loss of $380,000, from a loss of $1.6 million for the nine months ended
March 31, 1999. The improvement in other income (expense), net primarily
reflects reduced foreign currency losses associated with the Company's foreign
exchange hedging program.
Income Taxes
The Company's effective income tax rate for the three months ended March 31,
2000 increased to 35.1% of income from 34.3% for the three months ended March
31, 1999 and to 35.0% from 34.3% for the nine months ended March 31, 1999.
- -13-
<PAGE>
PART I - FINANCIAL INFORMATION Item 2
- -------------------------------------------------------------------------------
RESMED INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Liquidity and Capital Resources
As of March 31, 2000 and June 30, 1999, the Company had cash and cash
equivalents and marketable securities available for sale of approximately $24.3
million and $16.7 million, respectively. The Company's working capital
approximated $47.5 million and $32.5 million, at March 31, 2000 and June 30,
1999, respectively. The increase in working capital primarily reflects an
increase in cash/marketable securities and management's decision to increase
inventories, particularly in the US and Europe, to support sales growth and
launching of the ResMed S6 CPAP range and Ultra Mirage masks.
During the nine months ended March 31, 2000, the Company's operations generated
$13.1 million in cash, primarily as a result of increased profit from
operations, partially offset by increases in inventory and receivables balances.
During the nine months ended March 31, 1999 approximately $14.3 million of cash
was generated by operations.
The Company's capital expenditures for the nine month period ended March 31,
2000 and 1999 aggregated $8.2 million and $17.9 million, respectively. The
majority of the expenditures in the nine month period ended March 31, 2000
related to purchases of computer software and hardware, production tooling and
equipment and, to a lesser extent, office furniture and research and development
equipment. The reduction in expenditures in the nine month period ended March
31, 2000 compared to the nine months ended March 31, 1999 reflects the cessation
of capital expenditure on the company's new manufacturing facility following its
completion in March 1999. As a result of these capital expenditures, the
Company's March 31, 2000 balance sheet reflects net property, plant and
equipment of approximately $30.9 million, compared to $29.3 million at June 30,
1999.
On January 31, 2000 the Company's fully owned Swedish subsidiary, ResMed Sweden
AB, acquired the business and associated assets of Einar Egnell AB its Swedish
distributor for $576,000 in cash. The acquisition has been accounted for as a
purchase and accordingly, the results of operations of the Einar Egnell business
have been included in the company's consolidated financial statements from
January 31, 2000. The excess of the purchase price over the fair value of the
net identifiable assets acquired of $229,000 has been recorded as goodwill and
is being amortized on a straight-line basis over 5 years. During the nine month
period ended March 31, 1999 the Company paid $1.0 million in business
acquisition payments in relation to the 1996 acquisition of Priess.
During the nine month period ended March 31, 1999 the Company paid $1.0 million
to purchase a minority holding in Flaga Hf, the Iceland based manufacturer of
the Embla range of sleep diagnostic equipment.
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 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.
- -14-
<PAGE>
PART I - FINANCIAL INFORMATION Item 2
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Recent Accounting Developments
SFAS No 133, 'Accounting for Derivative Instruments and Hedging Activities'
(SFAS 133), and SFAS No 137, 'Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No 133 (an
amendment of FASB Statement No 133)' were issued by the Financial Accounting
Standards Board in June 1998 and June 1999, respectively and are 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 statement of financial position 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.
In December 1999, the Securities and Exchange Commission ('SEC') issued Staff
Accounting Bulletin No 101 ('SAB 101'), 'Revenue Recognition in Financial
Statements'. The company will be required to adopt SAB 101 in the first quarter
of fiscal 2001. SAB101 requires, among other things, that license and other
up-front fees be recognized over the term of the agreement, unless the fees are
in exchange for products delivered or services performed that represent the
culmination of a separate earnings process. The Company does not expect this to
have a material impact on the Company's financial position or results of
operation.
- -15-
<PAGE>
PART I - FINANCIAL INFORMATION Item 3
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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 currency
options to hedge foreign-currency-denominated financial assets, liabilities and
manufacturing expenditure. The goal of this hedging program is to economically
guarantee or lock in the exchange rates on the Company's foreign currency
exposures denominated in the Euro and Australian dollar. 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, including foreign currency call options held at March 31, 2000. The
table presents the notional amounts and weighted average exchange rates by
expected (contractual) maturity dates for the Company's foreign currency
derivative financial instruments. These notional amounts generally are used to
calculate payments to be exchanged under the contract or options.
<TABLE>
<CAPTION>
Fiscal Year
------------------------------------------------------------------------------------
(In US$thousands) 2000 2001 2002 Total
------------------- ------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
Foreign Exchange Call Options
(Receive AUS$/Pay US$)
Option amount. . . . . . . . . . . $ 15,000 $ 72,000 $ 36,000 $ 123,000
Average contractual exchange rate AUS $1 = USD 0.675 AUS $1 = USD 0.689 AUS $1 = USD 0.691 AUS $1 = USD 0.688
(Receive AUS$/Pay Euro)
Option amount. . . . . . . . . . . $ 2,976 $ 12,056 $ 6,104 $ 21,136
Average contractual exchange rate AUS $1 = Euro 0.635 AUS $1 = Euro 0.644 AUS$1 = Euro 0.652 AUS $1 = Euro 0.645
(In US$thousands) Fair Value of
Assets
-------------------
<S> <C>
Foreign Exchange Call Options
(Receive AUS$/Pay US$)
Option amount. . . . . . . . . . . $ 320
(Receive AUS$/Pay Euro)
Option amount. . . . . . . . . . . $ 501
</TABLE>
- -16-
<PAGE>
PART II - FINANCIAL INFORMATION
- -------------------------------------------------------------------------------
RESMED INC. AND SUBSIDIARIES
Item 1 Legal Proceedings
Refer Note 5 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 27.1 Financial Data Schedule
Report on Form 8-K
None
- -17-
<PAGE>
PART II - FINANCIAL INFORMATION
- -------------------------------------------------------------------------------
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-
<PAGE>
PART II - FINANCIAL INFORMATION
- -------------------------------------------------------------------------------
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from ResMed Inc's
third quarter March 31, 2000 financial report and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 16356000
<SECURITIES> 7926000
<RECEIVABLES> 23491000
<ALLOWANCES> 725000
<INVENTORY> 17435000
<CURRENT-ASSETS> 71534000
<PP&E> 30853000
<DEPRECIATION> 0
<TOTAL-ASSETS> 111204000
<CURRENT-LIABILITIES> 23996000
<BONDS> 0
0
0
<COMMON> 122000
<OTHER-SE> 39754000
<TOTAL-LIABILITY-AND-EQUITY> 111204000
<SALES> 84051000
<TOTAL-REVENUES> 84051000
<CGS> 26980000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 24684000
<INCOME-TAX> 8649000
<INCOME-CONTINUING> 16035000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16035000
<EPS-BASIC> .53
<EPS-DILUTED> .50
- -19-
<PAGE>
</TABLE>
