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, 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)
14040 Danielson St
Poway CA 92064-6857
United States Of America
(Address of principal executive offices)
(858) 746 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, 2000 there were 30,983,064 shares of Common Stock ($0.004
par value) outstanding.
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RESMED INC AND SUBSIDIARIES
INDEX
PART I FINANCIAL INFORMATION
Page
Item 1 Financial Statements
Condensed Consolidated Balance Sheets as of September 3
30, 2000 (unaudited) and June 30, 2000
Condensed Consolidated Statements of Income (unaudited) 4
for Three Months Ended September 30, 2000 and 1999
Condensed Consolidated Statements of Cash Flows (unaudited) 5
for the Three Months Ended September 30, 2000 and 1999
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition 13
and Results of Operations
Item 3 Quantitative and Qualitative Disclosures About Market Risk 15
PART II OTHER INFORMATION
Item 1 Legal Proceedings 16
Item 2 Changes in Securities and Use of Proceeds 16
Item 3 Defaults Upon Senior Securities 16
Item 4 Submission of Matters to a Vote of Security Holders 16
Item 5 Other Information 16
Item 6 Exhibits and Reports on Form 8-K 16
SIGNATURES 17
2
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RESMED INC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(in US$ thousands, except per share data)
September 30, June 30,
2000 2000
--------------------------
Assets
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 13,620 18,250
Marketable securities - available for sale 3,300 3,713
Accounts receivable, net of allowance for doubtful accounts of
861 at September 30, 2000 and $833 at June 30, 2000 26,283 24,688
Inventories, net 16,258 15,802
Deferred income taxes 2,417 2,361
Prepaid expenses and other current assets 5,059 4,358
--------------------------
Total current assets 66,937 69,172
--------------------------
Property, plant and equipment, net of accumulated amortization of
$14,447 at September 30, 2000 and $13,552 at June 30, 2000 51,474 36,576
Patents, net of accumulated amortization of $790 at September 30,
2000 and $789 at June 30, 2000 1,277 1,342
Goodwill, net of amortization of $1,988 at September 30, 2000 and
$2,003 at June 30, 2000 5,040 5,626
Other assets 2,357 2,878
--------------------------
Total assets 127,085 115,594
==========================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable 6,356 5,929
Accrued expenses 9,697 9,224
Income taxes payable 7,746 6,469
Short term debt 7,000 -
--------------------------
Total current liabilities 30,799 21,622
--------------------------
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 30,983,064 at September 30, 2000
and 30,593,921 at June 30, 2000 124 122
Additional paid-in capital 44,047 41,495
Retained earnings 72,087 65,507
Accumulated other comprehensive loss (19,972) (13,152)
Total stockholders' equity 96,286 93,972
--------------------------
Commitments and contingencies (Note 5) - -
--------------------------
$ 127,085 115,594
==========================
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See the accompanying notes to the condensed consolidated financial statements.
3
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RESMED INC AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Unaudited)
(in US$ thousands, except per share data)
Three Months Ended
September 30,
2000 1999
------------------
<S> <C> <C>
Net revenue $31,082 25,945
Cost of sales 9,995 8,224
------------------
Gross profit 21,087 17,721
------------------
Operating expenses
Selling, general and administrative 9,591 8,409
Research and development 2,389 1,890
------------------
Total operating expenses 11,980 10,299
------------------
Income from operations 9,107 7,422
------------------
Other income (expense), net:
Interest income, net (2) 134
Government grants - 140
Other, net 883 (269)
------------------
Total other income (expense), net 881 5
------------------
Income before income taxes 9,988 7,427
Income taxes 3,408 2,592
------------------
Net income $ 6,580 4,835
==================
Basic earnings per share $ 0.21 $ 0.16
Diluted earnings per share $ 0.20 $ 0.15
Basic shares outstanding 30,810 29,690
Diluted shares outstanding 33,078 31,304
</TABLE>
See the accompanying notes to the condensed consolidated financial statements.
4
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RESMED INC AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in US$ thousands)
Three Months Ended
September 30,
2000 1999
-------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,580 4,835
Adjustments to reconcile net income to net cash provided by
Operating activities:
Depreciation and amortization 1,964 1,369
Provision for service warranties 26 29
Foreign currency options revaluations 852 377
Changes in operating assets and liabilities:
Accounts receivable, net (2,424) (1,951)
Government grants receivable - (39)
Inventories (2,052) (3,215)
Prepaid expenses and other current assets (795) 878
Accounts payable, accrued expenses and other liabilities 2,139 1,514
-------------------
Net cash provided by operating activities 6,290 3,797
-------------------
Cash flows from investing activities:
Purchases of property, plant and equipment (19,228) (2,473)
Patent costs (143) (218)
Purchase of non-trading investments (495) (857)
Purchases of marketable securities - available for sale (9,258) (4,138)
Proceeds from sale of marketable securities - available for sale 9,671 3,053
-------------------
Net cash used in investing activities (19,453) (4,633)
-------------------
Cash flows provided by financing activities:
Proceeds from issuance of common stock 2,554 605
Proceeds from short term debt 10,000 -
Repayment of short term debt (3,000) -
-------------------
Net cash from financing activities 9,554 605
-------------------
Effect of exchange rate changes on cash (1,021) (42)
-------------------
Net increase/(decrease) in cash and cash equivalents (4,630) (273)
Cash and cash equivalents at beginning of period 18,250 11,108
-------------------
Cash and cash equivalents at end of period $ 13,620 $10,835
===================
Supplemental disclosure of cash flow information:
Income taxes paid $ 1,624 1,271
Interest paid $ 175 -
</TABLE>
See the accompanying notes to the condensed consolidated financial statements.
5
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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)
(1) Organization and Basis of Presentation
------------------------------------------
ResMed Inc (the Company) is a Delaware corporation formed in March 1994 as
a holding company for the 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, 2000 are not necessarily indicative of
the results that may be expected for the year ended June 30, 2001.
(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
life of the contract.
(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
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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 ten years. 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 accumulated 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 have been recognized for the three
month period ended September 30, 1999.
(i) Foreign Currency
-----------------
The consolidated financial statements of the Company's non-US
subsidiaries are translated into US dollars for financial reporting
purposes. Assets and liabilities of non-US subsidiaries whose
functional currencies are other than the US 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
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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)
(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 30,810,000 and 29,690,000 for the three month periods ended
September 30, 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 2,268,000 and 1,614,000 for the three month
periods ended September 30, 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,
short term debt, taxes payable 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 call foreign currency options in managing its
foreign exchange risk.
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 currency option contracts
generally do not exceed three years.
Unrealized gains or losses are recognized as incurred in the
consolidated 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.
8
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RESMED INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(2) Summary of Significant Accounting Policies, Continued
----------------------------------------------------------
(m) Foreign Exchange Risk Management, Continued
-----------------------------------------------
From July 1, 2000 the Company adopted Statement of Financial
Accounting Standards No 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133), which standardizes the accounting
for derivative instruments. Under the restrictive definition of hedge
effectiveness contained in SFAS 133, the Company's hedging contracts
do not have hedge effectiveness and are therefore marked to market
with resulting gains or losses being recognized in earnings in the
period of change.
The Company is exposed to credit-related losses in the event of
non-performance by counterparties to financial instruments. The credit
exposure of foreign exchange options at September 30, 2000 was
$483,000 which represents the positive fair value of options held by
the Company.
The Company held foreign currency option contracts with notional
amounts totaling $174,470,000 and $171,530,000 at September 30, 2000
and June 30, 2000, respectively to hedge foreign currency items. These
contracts mature at various dates prior to July 2002.
(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, 2000 and June 30, 2000, 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.
9
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RESMED INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(2) Summary of Significant Accounting Policies, Continued
----------------------------------------------------------
(o) Marketable Securities, Continued
----------------------------------
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.
(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
-----------
Inventories were comprised of the following at September 30, 2000 and
June 30, 2000 (in thousands):
September 30, June 30,
2000 2000
-------------- --------
Raw materials $ 5,997 4,826
Work in progress 730 297
Finished goods 9,531 10,679
------------------------
$ 16,258 15,802
========================
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RESMED INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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, 2000 and 1999 was
$6,820,000 and $615,000, 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, 2000 and June 30,
2000 consisted of foreign currency translation adjustments with debit
balances of $19,972,000 and $13,152,000, respectively.
(5) Commitments and Contingencies
-------------------------------
The Company is currently engaged in litigation relating to the enforcement
and defense of certain of its patents.
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.
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 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.
11
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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
-------------------------------------------
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.
In September 2000, the Company was named as a defendant in a qui tam
proceeding, brought by a private citizen, alleging that the Company
violated federal healthcare laws. The federal government has declined to
intervene in the action, and the Company intends to vigorously defend its
position.
12
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PART I - FINANCIAL INFORMATION Item 2
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RESMED INC AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
Net Revenue
Net revenue increased for the three months ended September 30, 2000 to $31.1
million from $25.9 million for the three months ended September 30, 1999, an
increase of $5.2 million or 20%. The increase in net revenue is primarily
attributable to an increase in unit sales of the Company's flow generators and
accessories in both domestic and international markets. Net revenue in North
and Latin America increased to $17.4 million from $14.8 million for the quarter
and in Europe increased to $9.8 million from $8.3 million for the quarter.
Gross Profit
Gross profit increased for the three months ended September 30, 2000 to $21.1
million from $17.7 million for the three months ended September 30, 1999, an
increase of $3.4 million or 19%. Gross profit as a percentage of net revenue
for the quarter ended September 30, 2000 was 68% consistent with the September
30, 1999 quarter.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased for the three months
ended September 30, 2000 to $9.6 million from $8.4 million for the three months
ended September 30, 1999, an increase of $1.2 million or 14%. As a percentage
of net revenue, selling, general and administrative expenses for the three
months ended September 30, 2000 declined to 30.9% from 32.4% for the quarter
ended September 30, 1999. The increase in gross selling, general and
administrative expenses was due primarily to an increase 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, 2000 to $2.4 million from $1.9 million for the three months ended September
30, 1999, an increase of approximately $500,000 or 26%. As a percentage of net
revenue, research and development expenses for the three months ended September
30, 2000 increased to 7.7% from 7.3% for the period ended September 30, 1999.
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,
2000 to net income of $881,000 from net income of $5,000 for the three months
ended September 30, 1999. The increase in other income (expense), net over the
three month period primarily reflects foreign currency gains, partially offset
by reduced interest income as a result of lower cash balances and interest
expense of $175,000 incurred on short-term debt.
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PART I - FINANCIAL INFORMATION Item 2
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RESMED INC AND SUBSIDIARIES
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
Income Taxes
The Company's effective income tax rate for the three months ended September 30,
2000 declined to approximately 34.1% from approximately 34.9% for the three
months ended September 30, 1999. The lower tax rate was primarily due to the
lowering of the corporate tax rate in Australia from 36% to 34%, effective from
July 1, 2000.
Liquidity and Capital Resources
The Company had cash and cash equivalents and marketable securities available
for sale of approximately $16.9 million and $22.0 million, at September 30, 2000
and June 30, 2000, respectively. The Company's working capital approximated
$36.1 million and $47.6 million, at September 30, 2000 and June 30, 2000,
respectively.
On July 7, 2000, the Company purchased the land and buildings of its US
headquarters in Poway, California for $17.2 million. The purchase was funded by
a combination of cash reserves and an unsecured $20 million revolving loan
facility with the Union Bank of California. The initial draw down on this
facility was $10.0 million. At September 30, 2000, short-term debt totaled $7.0
million.
During the three months ended September 30, 2000, the Company's operations
generated $6.3 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, 1999 approximately $3.8
million of cash was provided by operations.
The Company's capital expenditures for the three month periods ended September
30, 2000 and 1999 aggregated $19.2 million and $2.5 million, respectively. The
majority of the expenditures in the three month period ended September 30, 2000
related to the purchase of land and buildings and, to a lesser extent, computer
software and hardware and production tooling and equipment. As a result of
these capital expenditures, the Company's September 30, 2000 balance sheet
reflects net property, plant and equipment of approximately $51.5 million at
September 30, 2000, compared to $36.6 million at June 30, 2000.
The Company anticipates expending approximately $1.0 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.
The Company expects to satisfy all of its short-term liquidity requirements
through a combination of cash on hand, cash generated from operations and its
revolving credit facility with the Union Bank of California.
14
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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 purchased
currency options to hedge foreign-currency-denominated financial assets,
liabilities and manufacturing expenditures. 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 Euro's and the 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 Company does not use foreign currency forward exchange contracts or
purchased currency options for trading purposes.
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 September 30, 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 options contracts.
<TABLE>
<CAPTION>
(In US$ thousands) Fiscal Year Fair Value
-------------------------------------------------------------------------------- Assets/
2001 2002 2003 Total (Liabilities)
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Foreign Exchange Call Options
(Receive AUS$/Pay US$)
Option amount $ 86,000 $ 67,000 - $ 153,000 $ 166
Average contractual exchange rate. AUS $1 = USD 0.667 AUS $1 = USD 0.674 - AUS $1 = USD 0.670
(Receive AUS$/Pay Euro)
Option amount $ 11,151 $ 9,913 $ 406 $ 21,470 $ 317
Average contractual exchange rate AUS $1 = Euro 0.653 AUS $1 = Euro 0.659 AUS $1 = Euro 0.667 AUS $1 = Euro 0.656
</TABLE>
15
<PAGE>
PART I - OTHER INFORMATION
--------------------------------------------------------------------------------
RESMED INC AND SUBSIDIARIES
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
The Company's Annual Meeting of Shareholders was held on November 6,
2000. The holders of 23,394,629 shares of the Company's stock
(approximately 76% of the outstanding shares) were present at the
meeting in person or by proxy. The matters voted upon at the meeting
were (1) to elect two directors, to serve for a three year term; (2)
to amend the Company's Certificate of Incorporation to double the
number of authorized shares of Common Stock (3) to ratify the
selection of auditors of the Company for the fiscal year ending June
30, 2001; and (4) to transact such other business as may properly come
before the meeting.
(1) Dr Peter C Farrell and Dr Gary W Pace, nominated by the Company's
Board of Directors, were elected to serve until 2003. There were
no other nominees.
Shares were voted as follows:
NAME FOR WITHHOLDING VOTE FOR
Dr Peter C Farrell 23,285,042 109,587
Dr Gary W Pace 23,175,902 218,727
(2) An amendment to the Certificate of Incorporation of the Company
to double the number of authorized shares of Common stock from
50,000,000 to 100,000,000, was approved: affirmative votes,
22,431,371; negative votes, 917,403.
(3) The selection of KPMG LLP as independent public accountants for
the 2001 fiscal year was ratified: affirmative votes, 23,346,759
shares; negative votes 7,634 shares.
(4) There was no other business transacted at the meeting.
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:
- Exhibit 27.1 Financial Data Schedule
Report on Form 8-K
- None
16
<PAGE>
PART I - FINANCIAL INFORMATION Item 3
--------------------------------------------------------------------------------
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
17
<PAGE>
PART I - OTHER INFORMATION
--------------------------------------------------------------------------------
