UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
________________________________FORM 10-K
________________________________ [X][X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNEFor the fiscal year ended June 30,
2002 COMMISSION FILE NUMBER2004Commission file number: 0-26038
RESMED INC (ExactRESMED INC.
(Exact name of Registrant as specified in its Charter)
DELAWARE (StateDelaware
(State or other jurisdiction of incorporation or organization)
98-0152841
(IRS(IRS Employer Identification
No.)No)14040
DANIELSON STREET POWAY,Danielson StreetPoway, CA 92064-6857
UNITED STATES OF AMERICA (AddressUnited States Of America
(Address of principal executive offices)
(858) 746-2400
(Registrant's(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS:Securities registered pursuant to Section 12(b) of the Act
Title of each class
Common Stock, $.004 Par Value
Rights to Purchase Series A Junior
Participating Preferred Stock
NAME OF EACH EXCHANGE UPON WHICH REGISTERED:Name of each exchange upon which registered
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:Securities registered pursuant to Section 12(g) of the Act
None
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 ][x] No [ ]Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (S 229.405 of this Chapter) is not contained herein and will not be contained to the best of
registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III ofthethis Form 10-K or any amendment to this Form 10-K [].]Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ]
The aggregate market value of the voting stock held by non-affiliates of registrant as of
September 6, 2002,December 31, 2003, computed by reference to the closing sale price of such stock on the New York Stock Exchange, was approximately$834,476,000.$1,466,319,000. (All directors, executive officers, and 10% stockholders of Registrant are considered affiliates.)At
September 6, 2002,August 20, 2004, registrant had32,912,59933,825,339 shares of Common Stock, $.004 par value, issued and outstanding. This number excludes360,3471,088,359 shares held by the registrant as treasury shares.Portions of
registrant'sregistrant’s definitive Proxy Statement for its November11, 200218, 2004 meeting of stockholders are incorporated by reference into Part III of this report.
Part I | Item 1 | 3 | ||||
Item 2 | 18 | |||||
Item 3 | 18 | |||||
Item 4 | 19 | |||||
Part II | Item 5 | Market for and Issuer Purchases of Equity Securities | 20 | |||
Item 6 | 22 | |||||
Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of | 23 | ||||
Item | Quantitative and Qualitative Disclosures About Market and Business Risks | 33 | ||||
Item 8 | 41 | |||||
Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 41 | ||||
Item 9A | 41 | |||||
Part III | Item 10 | 42 | ||||
Item 11 | 42 | |||||
Item 12 | Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters | 42 | ||||
Item 13 | 42 | |||||
Item 14 | 42 | |||||
Part IV | Item | Exhibits, Consolidated Financial Statement Schedule and Reports on Form 8-K | 43 | |||
Activa, Aero-Click, Aero-Fix, ApneaLink, AutoVPAP, AutoScan, AutoSet, AutoSet CS, AutoSet Spirit, AutoSet T, AutoSet.com, AutoSet-CS.com, AutoView, Bubble Cushion, Bubble Mask, Bubble Cushion, SmartStart, ResCap,
Mirage, HumidAire, Aero-Click,HumidAire 2i, IPAP MAX, IPAP MIN, MEDDTRAXX, MEPAL, MESAMIV, MicroMesam, minni Max, nCPAP,MaxNcpap, Mirage, Protégé, Moritz II biLEVEL, Aero-Fix,Poly-MESAM, ResCap, ResAlarm, ResControl, ResMed, SleepKIT Solutions, S6, S7, SELFSET, SmartStart, Sullivan, Swift, TiControl, TRAXX, Twister remove, SELFSET, MESAMIV; Poly-MESAM, MEPAL, Auto VPAP, AutoScan,
AutoSet CS, AutoSet T, AutoView, IPAP MAX, ResControl, SCAN, S6,remote, Ultra Mirage, VPAP, VPAP MAX, AutoSet.com, AutoSet-CS.com, and ResMedVsync, are our trademarks.
As used in this 10-K, the terms "we," "us,"“we”, “us”, “our” and "our"“the Company” refer to ResMed Inc., a Delaware corporation, and its subsidiaries, on a consolidated basis, unless otherwise stated.
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PART I
ITEM 1 BUSINESS
GENERAL
| ITEM 1 | BUSINESS |
General
We are a leading developer, manufacturer and distributor of medical equipment for treating, diagnosing, and managing sleep disorderedsleep-disordered breathing, or SDB. SDB includes obstructive sleep apnea, or OSA, and other respiratory disorders that occur during sleep. When we were formed in 1989, our primary purpose was to commercialize a treatment for OSA developed by Professor Colin Sullivan of the
University of Sydney, the current Chairman of our Medical Advisory Board.Sullivan. This treatment, nasal Continuous Positive Airway Pressure, or CPAP, was the first successful noninvasive treatment for OSA. CPAP systems deliver pressurized air, typically through a nasal mask, to prevent collapse of the upper airway during sleep.
Since the development of nasal CPAP, we have developed a number of innovative products for SDB, including flowairflow generators, diagnostic products, mask systems, headgear and other accessories. Our growth has been fuelled by geographic expansion, increased awareness of SDB as a significant health concern among physicians and patients, and our research and product development effort.
We employ approximately 1,2501,520 people and sell our products in over 60 countries through a combination of wholly owned subsidiaries and independent distributors.
CORPORATE HISTORY
Our web site address is www.resmed.com. We make our periodic reports, together with any amendments, available on our web site, free of charge, as soon as reasonably practicable after we electronically file or furnish the reports with the Securities and Exchange Commission.
Corporate History
ResMed Inc., a Delaware corporation, was formed in March 1994 as the ultimate holding company for our domestic, Australian and European operating subsidiaries. On June 1, 1995, we completed an initial public offering of common stock and on June 2, 1995 our common stock commenced trading on Thethe NASDAQ National Market. On September 30, 1999 we transferred our principal public listing to the New York Stock Exchange (NYSE), trading under the ticker symbol RMD. On November 25, 1999, we established a secondary listing of our sharescommon stock via Chess Depositary Instruments, or CDIs,CDI’s, on the Australian Stock Exchange (ASX), also under the symbol RMD. Ten CDIsCDI’s on the ASX represent one share of our common stock on the NYSE. On July 1, 2002, we converted our ASX listing status from a foreign exempt listing to a full listing.
Our Australian subsidiary, ResMed Holdings Limited, was originally organized in 1989 by Dr. Peter Farrell to acquire from Baxter Center for Medical Research Pty Limited, or Baxter, the rights to certain technology relating to CPAP treatment as well as Baxter'sBaxter’s existing CPAP device business. Baxter had sold CPAP devices in Australia since 1988, having acquired the rights to the technology in 1987
from Dr. Colin Sullivan.
1987.
Since formation we have acquired a number of operating businesses with both
Labhardt Ag andincluding Servo Magnetics Inc, acquired during fiscal 2002, on November 15,
2001 and May 14, 2002 respectively. Previously we have acquiredLabhardt AG, MAP Medizin Technologie GmbH, Dieter W. Priess Medtechnik, Premium Medical SARL, Innovmedics Pte Ltd and EINAR Egnell AB our German, French, Singaporean and Swedish
distributors, on May 14, 2002; November 15, 2001; February 16, 2001,2001; February 7, 1996,1996; June 12, 1996,1996; November 1, 19971997; and January 31, 2000 respectively. During the 1999 fiscal year we made an equity investment in Medcare Flaga hf (Medcare), based in Iceland. We now market Flaga'sMedcare’s polysomnographic products under the Embla and Embletta label in the United
States and selected other markets.
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THE MARKET
countries.
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The Market
Sleep is a complex neurological process that includes two distinct states: rapid eye movement, or REM, sleep and non-rapid eye movement, or non-REM, sleep. REM sleep, which is about 20-25% of total sleep experienced by adults, is characterized by a high level of brain activity, bursts of rapid eye movement, increased heart and respiration rates, and paralysis of many muscles. Non-REM sleep is subdivided into four stages that generally parallel sleep depth; stage 1 is the lightest and stage 4 is the deepest.
The upper airway has no rigid support and is held open by active contraction of upper airway muscles. Normally, during REM sleep and deeper levels of non-REM sleep, upper airway muscles relax and the airway narrows. Individuals with narrow upper airways or poor muscle tone are prone to temporary collapses of the upper airway during sleep, or apneas, or near closures of the upper airways, or hypopneas. These breathing irregularities result in a lowering of blood oxygen concentration, causing the central nervous system to react to the lack of oxygen or increased carbon dioxide and signaling the body to respond. Typically, the individual subconsciously arouses from sleep, causing the throat muscles to contract, opening the airway. After a few gasping breaths, blood oxygen levels increase and the individual can resume a deeper sleep until the cycle repeats itself. Sufferers of OSA typically experience ten or more such cycles per hour. While these awakenings greatly impair the quality of sleep, the individual is not normally aware of these disruptions. In its "Wake Up America'' report to Congressaddition, OSA has recently been recognized as a cause of hypertension and a significant co-morbidity for heart disease, stroke and diabetes.
Scientists estimate that one in 1993,five adults have some form of obstructive sleep apnea. In the National Commission on
Sleep Disorders Research estimated thatU.S. alone, this represents approximately 4043 million individuals in
the United States suffer from chronic disorders of sleep and wakefulness, such
as sleep apnea, insomnia and narcolepsy. According to this report, sleep apnea
is the most common sleep disorder, affecting approximately 20 million
individuals in the United States.people. Despite the high prevalence of OSA, there is a general lack of awareness of OSA among both the medical community and the general public. It is estimated that less than 10% of those afflicted bywith OSA know the cause of their fatiguehave been diagnosed or other symptoms. Healthtreated. Many health care professionals are often unable to diagnose OSA because they are unaware that such non-specific symptoms as fatigue,excessive daytime sleepiness, snoring, hypertension and irritability are characteristic of OSA.
While OSA has been diagnosed in a broad cross-section of the population, it is predominant among middle-aged men and those who are obese, smoke, consume alcohol in excess or use muscle-relaxing and pain-killing drugs. Recently a strong association has been discovered between OSA and a number of cardiovascular diseases. Recent studies have shown that SDB is present in approximately 80% of patients with drug-resistant hypertension, approximately 60% of stroke patients and approximately 50% of patients with congestive heart failure. In addition, patients who are being treated for certain other conditions, including those undergoing dialysis treatment or suffering from diabetes, may have an increased incidence of OSA.
Recent studies have also shown that SDB is associated with hypertension, the
leading risk factor for the development of stroke
Sleep-Disordered Breathing and heart disease, and that
over 50% of post stroke patients and patients with congestive heart failure have
SDB.
SLEEP DISORDERED BREATHING AND OBSTRUCTIVE SLEEP APNEAObstructive Sleep disorderedApnea
Sleep-disordered breathing or SDB, encompasses all physiological processes that cause detrimental breathing patterns during sleep. Manifestations include OSA, central sleep apnea, or CSA, and hypoventilation syndromes that occur during sleep. Hypoventilation syndromes are generally associated with obesity, chronic obstructive lung disease and neuromuscular disease and upper airway resistance
changes.disease. OSA is the most common form of SDB.
Sleep fragmentation and the loss of the deeper levels of sleep caused by OSA can lead to excessive daytime sleepiness, reduced cognitive function, including memory loss and lack of concentration, depression and irritability. OSA sufferers also may experience an increase in heart rate and an elevation of -4-
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increased risk of cardiovascular morbidity and mortality due to angina, stroke and heart attack. Patients with OSA have been shown to have impaired daytime performance in a variety of cognitive functions including problem solving, response speed and visual motor coordination, and studies have linked OSA to increased occurrences of traffic and workplace accidents.
Generally, an individual seeking treatment for the symptoms of OSA is referred by a general practitioner to a specialist for further evaluation. The diagnosis of OSA typically requires monitoring the patient during sleep at either a sleep clinic or the patient'spatient’s home. During overnight testing, respiratory parameters and sleep patterns are monitored along with other vital signs such as heart rate and blood oxygen levels. These tests allow sleep clinicians to detect any sleep disturbances such as apneas, hypopneas or subconscious awakenings. We estimate that there are currently more than 2,000around 5,000 sleep clinics in the United States, a substantial portion of which are affiliated with hospitals. The number of sleep clinics has expanded significantly from approximately 100 such facilities in 1985.
EXISTING THERAPIES
Existing Therapies
Prior to 1981, the primary treatment for OSA was a tracheotomy, a surgical procedure to cut a hole in the patient'spatient’s windpipe to create a channel for airflow. Most recently, surgery has involved either uvulopalatopharyngoplasty, ('UPPP'),or UPPP, in which surgery is performed on the upper airway to remove excess tissue and to streamline the shape of the airway, or mandibular advancement, in which the lower jaw is moved forward to widen the patient'spatient’s airway. UPPP alone has a poor success rate; however, when performed in conjunction with mandibular
advancement,multi-stage upper airway surgical procedures, a greater success rate has been claimed. ThisThese combined procedure,procedures, performed by highly specialized surgeons, isare expensive and involvesinvolve prolonged and often painful recovery periods.
Nasal
CPAP, by contrast, is a non-invasive means of treating OSA. Nasal CPAP was first used as a treatment for OSA in 1980 by Dr. Colin Sullivan, the past Chairman of our Medical Advisory Board. CPAP systems were commercialized for treatment of OSA in the United States in the mid 1980's.1980’s. Today, use of nasal
positive airway pressureCPAP is generally acknowledged as the most effective and least invasive therapy for managing OSA.
During nasal CPAP treatment, a patient sleeps with a nasal mask connected to a small portable air flowairflow generator that delivers room air at a positive pressure. The patient breathes in air from the flow generator and breathes out through an exhaust port in the mask. Continuous air pressure applied in this manner acts as a pneumatic splint to keep the upper airway open and unobstructed. Sometimes when a patient leaks air through their mouth, a full-face mask may need to be used.
CPAP is not a cure but a therapy for managing OSA, and therefore, must be used on a daily basis as long as treatment is required. Patient compliance has been a major factor in the efficacy of CPAP treatment. Early generations of CPAP units provided limited patient comfort and convenience. Patients experienced soreness from the repeated use of nasal masks and had difficulty falling asleep with the CPAP device operating at the prescribed pressure. In more recent years, product innovations to improve patient comfort and compliance have been developed. These include more comfortable mask systems; delay timers which gradually raise air pressure allowing the patient to fall asleep more easily; bilevel air flow generators, including VPAP systems, which provide different air pressures for inhalation and exhalation; heated humidification systems to make the airflow more comfortable; and auto titration devices which reduce the average pressure delivered during the night.
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BUSINESS STRATEGY
Business Strategy
We believe that the SDB market will continue to grow in the future due to a number of factors including increasing awareness of OSA, improved understanding of the role of SDB treatment in the
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management of cardiac, neurologic, metabolic and related disorders, and an increase in home-based diagnosis. Our strategy for expanding our business operations and capitalizing on the growth of the SDB market consists of the following key elements.
CONTINUE PRODUCT DEVELOPMENT AND INNOVATION.
Continue Product Development and Innovation. We are committed to ongoing innovation in developing products for the diagnosis and treatment of SDB. We have been a leading innovator of products designed to more effectively treat apneas,SDB, increase patient comfort and encourage compliance with prescribed therapy. For example, in 1999 we introduced the Mirage Full Face Mask. This mask contains an inflatable air pocket, which conforms to the patient'spatient’s facial contours, creating a more comfortable and better seal. Additionally, in 2002 we introduced the AutoSet Spirit flow generator, our second generationsecond-generation autotitrating device that adapts to the patient'spatient’s breathing patterns to more effectively prevent apneas.treat OSA. We believe that continued product development and innovation are key factors to our ongoing success. Approximately 14%15% of our employees are devoted to research and development activities. In fiscal year 2002,2004, we invested $14.9$26.2 million, or 7.3%8% of our revenues, in research and development.
EXPAND GEOGRAPHIC PRESENCE.
Expand Geographic Presence. We market our products in over 60 countries to sleep clinics, home health care dealers and third party payers. We intend to increase our sales and marketing efforts in our principal markets, as well as expand the depth of our presence into newin other geographic regions.
INCREASE PUBLIC AND CLINICAL AWARENESS.
Increase Public and Clinical Awareness. We intend to continue to expand our existing promotional activities to increase awareness of SDB and our treatment alternatives. These promotional activities target the population with predisposition to SDB as well as primary care physicians and specialists, such as cardiologists, neurologists and pulmonologists. In addition, we also target special interest groups, including the National Stroke Association, the American Heart Association and the National Sleep Foundation.
In addition during
During fiscal 2004, 2003 and 2002, the Companywe donated a total of$0.5 million, $nil and $2.3 million respectively to the ResMed Sleep Disordered Breathing Foundations in the United States and Australia to further enhance research and awareness of SDB. The foundations'
contributions represent ResMed's continuingto the Foundations reflect ResMed’s commitment to core medical research into sleep disorderedsleep-disordered breathing, particularly the treatment of obstructive sleep apnea.
EXPAND INTO NEW CLINICAL APPLICATIONS.
Expand into New Clinical Applications. We continually seek to identify new applications of our technology for significant unmet medical needs. SDB is
associated with a number of symptoms beyond fatigue and irritability. Recent studies have established a clinical association between OSA and both stroke and congestive heart failure.failure, and have recognized SDB as a cause of hypertension or high blood pressure. We are currently developinghave developed a device, which has not been approved for sale in the United States, for the treatment of Cheyne-Stokes breathing in patients with congestive heart failure. Currently, over 1,000 patients are being treated by this device in Europe. In addition, we maintain close working relationships with a number of prominent physicians to explore new medical applications for our products and technology.
LEVERAGE THE EXPERIENCE OF OUR MANAGEMENT TEAM AND MEDICAL ADVISORY BOARD.
Leverage the Experience of our Management Team and Medical Advisory Board. Our senior management team has extensive experience in the medical device industry in general, and in the field of SDB in particular. Our Medical Advisory Board is comprised of experts in the field of SDB, including Dr. Colin Sullivan, the
inventor of nasal CPAP.SDB. We intend to continue to leverage the experience and expertise of these individuals to maintain our innovative approach to the development of products and increase awareness of the serious medical problems caused by SDB.
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PRODUCTS
Products
Our portfolio of products for the treatment of OSA and other forms of SDB includes flowairflow generators, diagnostic products, mask systems, headgear and other accessories.
FLOW GENERATORS
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Air Flow Generators
We produce nasal CPAP, VPAP and AutoSet systems for the diagnosis, titration and treatment of SDB. The flow generator systems deliver positive airway pressure through a small nasal mask (or sometimes a full-face mask).
Our VPAP units deliver ultra-quiet, comfortable bilevel therapy. There are two preset pressures: a higher pressure as the patient breathes in, and a lower pressure as the patient breathes out. Breathing out against a lower pressure makes treatment more comfortable, particularly for patients who need high pressure levels or for those with impaired breathing ability.
AutoSet systems are based on a proprietary technology to monitor breathing thatand can also be used in the diagnosis, treatment and treatmentmanagement of OSA. CPAP and VPAP flow generators, together with
our diagnostic products, accounted for approximately 58%50%, 57%53% and 60%55% of our net revenues in fiscal years 2004, 2003 and 2002, 2001 and 2000, respectively.
AIR FLOW GENERATORS | DESCRIPTION | DATEOF COMMERCIAL INTRODUCTION | ||
VPAP | ||||
VPAP II | Bilevel portable device providing different pressure levels for inhalation and exhalation, improved pressure switching and reduced noise output and spontaneous | March 1996 | ||
COMFORT | Bilevel device with limited features. | March 1996 | ||
VPAP II ST | Bilevel portable device with spontaneous and spontaneous/timed breath triggering | April 1996 | ||
VPAP II ST A | Bilevel device with | August 1998 | ||
VPAP MAX+ | Bilevel ventilatory support system for the treatment of adult patients with | November 1998 | ||
Moritz S# | Bilevel portable device providing different pressure levels for inhalation and exhalation with integrated humidifier. | October 2001* | ||
Moritz ST# | Bilevel ST device with | October 2001* | ||
VPAP III | Updated Bilevel Portable device encompassing improved pressure synchronization, spontaneous breath triggering and reduced noise. | April 2003 | ||
VPAP III ST | Updated Bilevel ST Portable device encompassing improved pressure synchronization, spontaneous and spontaneous/timed breath triggering modes of operation and reduced noise. | April 2003 | ||
VPAP III STA | An upgraded Bi-level device with alarm features. | August 2004 | ||
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| AIR FLOW GENERATORS | DESCRIPTION | DATEOF COMMERCIAL INTRODUCTION | ||
| AutoSet | ||||
| AutoSet CS# | Automatic ventilatory assistance device specifically designed to normalize ventilation in congestive heart failure patients with Cheyne Stokes respiration. | December 1998 | ||
| AutoSet T | Autotitrating device, which continually adjusts CPAP treatment pressure based on | March 1999 | ||
| AutoSet Spirit | Modular, autotitrating device with advanced compliance monitoring and optional integrated humidifier. | September 2001 | ||
| Magellan# | Autotitrating device using airway resistance measurement. | March 2003* | ||
| Autoset Respond | Autotitrating device with basic compliance monitoring and optional integrated humidifier. | September 2003 | ||
| AutoSet CS2# | Modular, automatic device specifically designed to | August 2004 | ||
| CPAP | ||||
| Max II nCPAP# | CPAP device | April 1997* | ||
| Minni Max | CPAP device with integrated and attachable humidifier and low noise levels. | March 2000* | ||
| ResMed S6 series | Quiet, compact CPAP device with various comfort features. | June 2000 | ||
| ResMed S7 series | Continuous Positive Pressure flow generator with optional integrated humidifier. | July 2002 | ||
* Not cleared for marketing in the United States.
+ Sold in USA only
# Sold outside USA only
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MASK SYSTEMS
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Mask Systems and Diagnostic Products
Mask systems are one of the most important elements of an OSASDB treatment system.systems. Masks are a primary determinant of patient comfort and as such may drive or impede patient compliance with therapy. We have been a consistent innovator in masks, improving patient comfort while minimizing size and weight. Masks, accessories, motors and motorsdiagnostic products accounted for approximately 42%50%, 43%47% and 40%45% of our net revenues in fiscal years 2004, 2003 and 2002, 2001 and 2000, respectively.
| MASK PRODUCTS | DESCRIPTION | DATEOF COMMERCIAL INTRODUCTION | ||
| Mirage Mask | Proprietary mask design with a contoured nasal cushion that adjusts to | August 1997 | ||
| Ultra Mirage Mask | Advanced version of the Mirage system with reduced noise characteristics and improved forehead bridge. | June 2000 | ||
Mirage Full Face Mask Series 2 | Mirage-based | October 2001 | ||
| Papillon Mask | Nasal mask with only four major parts, allows simplified handling for patients and | April 2002* | ||
| Mirage Vista Mask | Small nasal mask without forehead supports. | November 2002 | ||
| Ultra Mirage Full Face Mask | Full-face mask incorporating our latest adjustable forehead support technology. | August 2003 | ||
| Mirage Activa Mask | Nasal mask system utilizing Active Seal technology to mitigate leak and improve patient comfort. | October 2003 | ||
| Mirage Swift | A light and unobtrusive nasal cannula mask system. | August 2004 | ||
* MAP product, not approvedNot cleared for marketing in the United States.
+ Sold in USA only
# Sold outside USA only
DIAGNOSTIC PRODUCTS
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We market sleep recorders for the diagnosis titration and treatmenttitration of SDB in sleep clinics and hospitals. These diagnostic systems record relevant respiratory and sleep data, which can be analyzed by a sleep specialist or physician who can then tailor an appropriate OSA treatment regimen for the patient.
| DIAGNOSTIC PRODUCTS | DESCRIPTION | DATEOF COMMERCIAL INTRODUCTION | ||
Poly-MESAM Portable+ Diagnostic | Configurable cardio-respiratory polygraphy system up to | February 1995* | ||
MEPAL Diagnostic+ System | Polysomnography system designed for use in the | February 1999* | ||
Embla+ | Digital sleep recorder that provides comprehensive sleep diagnosis in a sleep | October 1999 | ||
Embletta+ | Pocket-size digital recorder that performs ambulatory sleep studies. | November 2000 | ||
MEPALmobil+ Diagnostic | Ambulatory polysomnography system. | March 2001* | ||
ApneaLink (MicroMesam) | A portable Sleep Apnea screening device for use | April 2004 | ||
*Not cleared for marketing in the United States.
+Not
+Not manufactured by ResMed.
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ACCESSORIES AND OTHER PRODUCTS
Accessories and Other Products
To enhance patient comfort, convenience and compliance, we market a variety of other products and accessories. These products include humidifiers, such as the SULLIVAN HumidAire and H2i, which connect directly with the CPAP, VPAP and AutoSet T flow generators to humidify and heat the air delivered to the patient. Their use prevents the drying of nasal passages that can cause discomfort. Other optional accessories include a cold passover humidifier,humidifiers, carry bags and breathing circuits. MAP also offers a range of accessories, including the Twister remote, an intelligent remote control for use in the sleep lablaboratory environment to set and monitor flow generators, the Aero-Click connection system, which allows a quick, simple connect/disconnect between the mask and CPAP air delivery source and the AeroFix headgear, for the comfortable adjustment of masks for CPAP therapy. Since the May 2002 acquisition of Servo Magnetics Inc., we have sold custom electric motors, primarily for use in data storage and aerospace applications.
PRODUCT DEVELOPMENT AND CLINICAL TRIALS
Product Development and Clinical Trials
We have a strong track record in innovation in the sleep market. In 1989, we introduced our first nasal CPAP device. Since then we have been committed to an ongoing program of product advancement and development. Currently, our product development efforts are focused on not only improving our current product offerings, but also expanding into new product applications. For example, in 1997, we introduced the Mirage Mask. This mask was based on the innovative Bubble Mask technology introduced in 1991, which used the principle of air inflation of the mask cushion to create a more comfortable and better seal by better conforming to patient facial contours. Additionally, in
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In 1999, we introduced the AutoSet T Flowflow generator, an autotitrating device that adapts to the patient'spatient’s breathing patterns to effectively prevent apneas. In 2001, we introduced our next generation autotitrating device, the AutoSet Spirit. The AutoSet Spirit is an autotitrating modular device with optional integrated humidifier. In September 2003 we introduced the ACTiva nasal mask using our patented Active Cushion Technology, which automatically seals mask leaks. Recently, we also launched an improved AutoSet CS 2 (outside the U.S. only) to treat congestive heart failure patients with significant central sleep apnea.
We continually seek to identify new applications of our technology for significant unmet medical needs. SDB is associated with a number of symptoms beyond fatigueexcessive daytime sleepiness and irritability. Recent studies have established a clinical association between SDB and hypertension, stroke, and congestive heart failure. For example, we are currently developing a device, which has not been approved
for sale in the United States, for the treatment of Cheyne-Stokes breathing in
patients with congestive heart failure. We also support clinical trials in the United States, Germany, France, the United Kingdom and Australia.
Australia to develop new clinical applications for our technology.
We consult with physicians at major sleep centers throughout the world to identify technological trends in the treatment of SDB. Some of these physicians currently serve on our Medical Advisory Board. New product ideas are also identified by our marketing staff, direct sales force, network of distributors, manufacturers'manufacturers’ representatives, customers, and patients. Typically, our internal development staff then performsperform new product development.
In fiscal years 2002, 20012004, 2003 and 2000,2002, we invested $14,910,000, $11,146,000$26.2 million, $20.5 million and $8,499,000,$14.9 million, respectively, on research and development.
SALES AND MARKETING
Sales and Marketing
We currently market our products in over 60 countries using a network of distributors, independent manufacturers’ representatives and our direct sales force. We attempt to tailor our marketing approach to each national market, based on regional awareness of SDB as a health problem, physician referral patterns, consumer preferences and local reimbursement policies.
North America and Latin America. Our products are typically purchased by a home healthcarehealth care dealer who then sells the products to the patient. The decision to purchase our products, as opposed those of our competitors, is made or influenced by one or more of the following individuals or organizations: the prescribing physician and his or her staff, the home healthcarehealth care dealer, the insurer and the patient.
We currently market our products in over 60 countries using a network of
distributors, independent manufacturers' representatives and our direct sales
force. We attempt to tailor our marketing approach to each national market,
based on regional awareness of SDB as a health problem, physician referral
patterns, consumer preferences and local reimbursement policies.
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NORTH AMERICA AND LATIN AMERICA. In the United States, our sales and marketing activities are conducted through a field sales organization made up of regional territory representatives, program development specialists, and diagnostic system
specialists, regional sales directors, and independent manufacturers'manufacturers’ representatives. Our United States field sales organization markets and sells products to more than 4,000 home health care dealer branch locations throughout the United States. Our direct sales force receives a base salary, plus commissions, while our independent sales representatives receive higher commissions, but no base salary.
We also promote and market our products directly to sleep clinics. Patients who are diagnosed with OSA and prescribed CPAP treatment are typically referred by the diagnosing sleep clinic to a home health care dealer to fill the prescription. The home health care dealer, in consultation with the referring physician, will assist the patient in selecting the equipment, fit the patient with the appropriate mask and set the flow generator pressure to the prescribed level. In the United States, our sales employees and manufacturers'manufacturers’ representatives are managed by two regional Sales Managers andDirectors, our Senior Vice President of Sales.
Sales, Marketing and our Chief Operating Officer for the Americas.
Our Canadian and Latin American sales are conducted through independent distributors. Sales in North America and Latin America accounted for 49%, 52%48% and 54%49% of our net revenues for fiscal years 2004, 2003 and 2002, 2001 and 2000, respectively.
EUROPE.
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Europe. We market our products in most major European countries. We have wholly owned subsidiaries in theGermany, France, United Kingdom, Germany, France,Spain, Switzerland, Netherlands, Austria, Sweden and SwitzerlandFinland and we use independent distributors to sell our products in other areas of Europe. Distributors are selected in each country based on their knowledge of respiratory medicine and a commitment to SDB therapy. In each country in which we have a subsidiary, a local senior manager is responsible for direct national sales.
Our Executive Vice President Sales & Marketing Europe and Asia Pacific is responsible for coordination of all European activities and, in conjunction with local management, the direct sales activity in Europe. Sales in Europe accounted for 42%43%, 39%42% and 35%42% of our total net revenues for fiscal years 2004, 2003 and 2002, 2001 and 2000, respectively.
AUSTRALIA/REST OF WORLD.
Australia/Rest of World. Marketing in Australia and the rest of the world is the responsibility of our Executive Vice President.President Sales & Marketing. Sales in Australia and the rest of the world accounted for 9%8%, 9%10% and 11%9% of our total net revenues for the fiscal years ended June 30, 2004, 2003 and 2002, 2001 and 2000, respectively.
OTHER MARKETING EFFORTS.
Other Marketing Efforts. In addition to our, and our distributor’s sales efforts, we work with the following cardiovascular disease associations (CVD includes Coronary Artery
Disease, Congestive Heart Failure, Hypertension, Stroke, and Transient Ischemic
Attacks) to raise awareness of the co-morbidity of SDB in cardiovascular disease patients:
(1) National Stroke Association:patients (cardiovascular disease includes coronary artery disease, congestive heart failure, hypertension and stroke):
(i) American College of Cardiology. We work with the American College of Cardiology and its more than 20,000 cardiologist members to increase education and awareness in the cardiology community regarding the morbidity associated with sleep apnea in their patients. We have developed a strategic allianceco-sponsored educational symposia with Guidant Corp at ACC in 2003 and ACC 2004 on sleep apnea and cardiovascular disease. We have exhibited at ACC national conferences since 2001. Sleep apnea made it onto the National Stroke Association to increase awareness about the high prevalence
of SDBformal ACC scientific sessions in the stroke survivor population.
(2)2004.
(ii) American Heart Association:Association. We are working closelyhave worked with the Western
Affiliates of the American Heart Association and we have attended the annual Scientific Sessions since 2001. Sleep apnea has been on a numberthe official program of the Scientific Sessions since 2002. We work with various regional and local programsAHA affiliates to increase awareness regarding sleep apnea and education about SDB.cardiovascular disease.
(iii) Heart Failure Society of America. We are alsohave attended the Heart Failure Society of America national conferences since 2002. We have co-sponsored CME-level educational symposia with Guidant at HFSA 2003 and HFSA 2004 on sleep apnea and heart failure. We continue to see a very high level of interest amongst heart failure physicians, due to the significant (approximately 50%) prevalence of sleep apnea in discussionsheart failure patients, and the outcome improvements in blood pressure and ejection fraction observed in peer-reviewed studies using CPAP treatment.
Strategic Alliances
Guidant Corporation. The Guidant Corporation is a world leader in the treatment of cardiac and vascular disease. Guidant and ResMed have entered into an agreement pursuant to which the companies will work together in the areas of sleep-disordered breathing and cardiac rhythm disorders, disease states with the
national American Heart/American Stroke associations regarding national programs
initially targeting cliniciansa significant patient population overlap. The companies plan to co-market to each other’s physician partners and customers, and to collaborate on the impact of SDB on both heart diseaseresearch and stroke patients,development projects, clinical studies, as well as its rolephysician and patient education.
MedCath Corporation. MedCath develops, owns, and operates hospitals in partnership with cardiologists and cardiovascular surgeons. Our alliance allows MedCath to offer SDB screening, diagnosis, and treatment in conjunction with services currently offered through the development of hypertension, a major
risk factor for both heart disease and stroke.
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(3) National Sleep Foundation: The National Sleep Foundationcompany’s cardiovascular diagnostic centers.
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Medcare. Medcare is a non profit
organization dedicatedglobal leader providing sleep diagnostic solutions to improving public healthsleep service providers and safety by raisingother professionals practicing sleep medicine. Medcare offers a broad range of solutions including the level of awarenessEmbla™/Somnologica and education towardREMbrandt™ sleep related programssystems. Medcare products are distributed to over 50 countries worldwide. We distribute Medcare products in selected countries and research. Wewe have been an active corporate partnera co-marketing agreement with Medcare for the U.S. and have supported the National Sleep
Foundation for a number of years.
German markets.
We believe that our affiliations and continued work with these organizations raises the awareness of SDB as a significant health concern.
MANUFACTURING
Manufacturing
Our principal manufacturing facilities arefacility is located in Sydney, Australia and comprise a 120,000215,000 square footfeet manufacturing and research and development facility. Our manufacturing operations consist primarily of assembly and testing of our flow generators, masks and accessories. Of the numerous raw materials, parts and components purchased for assembly of our therapeutic and diagnostic sleep disorder products, most are off-the-shelf items available from multiple vendors. We generally manufacture to our internal sales forecasts and fill orders as received. Over the last twofew years the manufacturing processes have been transformed along world classlean manufacturing guidelines to flow lines staffed by dedicated teams. Each team is responsible for manufacture and quality of their product group and decisions are based on performance and quality measures including customer feedback.
Our quality management system is based upon the requirements of ISO 9001, EN46001 (European Medical Standards), FDA Quality System Regulations for medical devices (21 CFR part 820) and the Medical Device Directive (93/42/EEC). Our Sydney, Australia facility is accredited to ISO 9001 and EN46001 and our San Diego, California facility is accredited to ISO 9002 and EN46002. These two sites have third party audits conducted by the ISO certification bodies at regular intervals.
Our German manufacturing operation based in Munich operates in a facility of approximately 24,000 square feet. This facility is accredited to ISO 9001 and EN46001 and primarily assembles and tests flow generators for sale by our subsidiary MAP GmbH. Appropriate quality controls monitor and measure product assembly and performance.
In addition to our Australian and German manufacturing operations we also manufacture high quality electric motors for both our flow generator devices and external customers, primarily in the data storage and aerospace sectors, at our Servo Magnetics IncorporatedInc. (SMI) facility at Canoga Park, California. The SMI facility is approximately 35,500 square feet .
THIRD-PARTY REIMBURSEMENT
feet.
Third-Party Reimbursement
The cost of medical care in many of the countries in which we operate is funded in substantial part by government and private insurance programs. Although we do not generally receive payments for our products directly from these payers, our success in major markets is dependent upon the ability of patients to obtain adequate reimbursement for our products.
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In the United States, our products are purchased primarily by home health care dealers, hospitals or sleep clinics, which then invoice third-party payers directly. Domestic third-party payers include Medicare, Medicaid, and corporate health insurance plans. These payers may deny reimbursement if they determine that a device is not used in accordance with cost-effective treatment methods, or is experimental, unnecessary or inappropriate. The long-term trend towards managed health care, or legislative proposals to reform health care, could control or significantly influence the purchase of health care services and products and could result in lower prices for our products.
In the United States, we sell our products primarily to home health care dealers
and to sleep clinics;
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Even though we do not file claims andor bill governmental programs and other third-party payers directly for reimbursement for our products.
Nevertheless,products sold in the United States, we are still subject to laws and regulations relating to governmental programs, and any violation of these laws and regulations could result in civil and criminal penalties, including fines. In particular, the federal Anti-Kickback Law prohibits persons from knowingly and willfully soliciting, receiving, offering or providing remuneration, directly or indirectly, to induce either the referral of an individual, or the furnishing, recommending or arranging for a good or service, for which payment may be made under a Federal healthcarehealth care program such as the Medicare and Medicaid programs. The government has interpreted this law broadly to apply to the marketing and sales activities of manufacturers and distributors like us. Many states have adopted laws similar to the federal Anti-Kickback Law. We are also subject to other federal and state fraud laws applicable to payment from any third-party payer. These laws prohibit persons from knowingly and willfully filing false claims or executing a scheme to defraud any healthcarehealth care benefit program, including private third-party payers. These laws may apply to manufacturers and distributors who provide information on coverage, coding and reimbursement of their products to persons who bill third-party payers. We continuously strive to comply with these laws and believe that our arrangements do not violate these laws. Liability may still arise from the intentions or actions of the parties with whom we do business or from a different governmental agency interpretation of the laws.
In some foreign markets, such as Spain, France and Germany, government reimbursement is currently available for purchase or rental of our products, however, subject however, to constraints such as price controls or unit sales limitations. In Australia and in some other foreign markets, there is currently limited or no reimbursement for devices that treat OSA.
SERVICE AND WARRANTY
Service and Warranty
We generally offer one-to-two yearone-year or two-year limited warranties on our flow generator products. Warranties on mask systems are for 90 days. In most markets, we rely on our distributors to repair our products with parts supplied by us. In the United States, home health care dealers generally arrange shipment of products to our San Diego facility for repair.
We receive returns of our products from the field for various reasons. We believe that the level of returns experienced to date is consistent with levels typically experienced by manufacturers of similar devices. We provide for warranties and returns based on historical data.
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COMPETITION
Competition
The markets for our products are highly competitive. We believe that the principal competitive factors in all of our markets are product features, reliability and price. ReputationCustomer support, reputation and efficient distribution are also important factors.
We compete on a market-by-market basis with various companies, some of which have greater financial, research, manufacturing and marketing resources than ourselves. In the United States, our principal market, Respironics, Inc., DeVilbiss, a division of Sunrise Medical Inc., and Nellcor Puritan Bennett, a subsidiary of Tyco Inc., are the primary competitors for our CPAP products. Our principal European competitors are also Respironics, DeVilbiss, and Nellcor Puritan Bennett, as well as regional European manufacturers. The disparity between our resources and those of our competitors may increase as a result of the recent trend towards consolidation in the health care industry. In addition, our products compete with surgical procedures and dental appliances designed to treat OSA and other SDB related respiratory conditions. The development of new or innovative procedures or devices by others could result in our products becoming obsolete or noncompetitive, resulting in a material adverse effect on our business, financial condition and results of operations.
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Any product developed by us that gains regulatory clearance will have to compete for market acceptance and market share. An important factor in such competition may be the timing of market introduction of competitive products. Accordingly, the relative speed with which we can develop products, complete clinical testing and regulatory clearance processes and supply commercial quantities of the product to the market are expected to be important competitive factors. In addition, our ability to compete will continue to be dependent on the extent to which we are successful in protecting our patents and other intellectual property.
PATENTS AND PROPRIETARY RIGHTS AND RELATED LITIGATION
Patents and Proprietary Rights and Related Litigation
Through our subsidiaries ResMed Limited, and MAP Medizintechnik fur Arzt und Patient GmbH and SMI, we own or have licensed rights to 72142 issued United States patents (including 1535 design patents) and 116167 issued foreign patents. In addition, there are 90169 pending United States patent applications (including 935 design patent applications) and 218, 301 pending foreign patent applications.applications, 255 registered foreign designs and 45 pending foreign designs. Some of these patents and patent applications relate to significant aspects and features of our products. These include U.S. patents relating to our CPAP devices, a delay timer system, the Bubble Mask, and an automated means of varying air pressure based upon a patient'spatient’s changing needs during nightly use, such as that employed in our AutoSet device.
Of our patents, twoseven United States patents and threetwo foreign patents are due to expire in the next five years, with one foreign patent due to expire in each of the years 2004, 2005 and 2007 and one United States patent in 2005, two United States patents in 2007.2007 and four United States patents in 2008. We believe that the expiration of these patents will not have a material adverse impact on our competitive position.
We rely on a combination of patents, trade secrets, trade marks and non-disclosure agreements to protect our proprietary technology and rights.
ResMed Limited is pursuing infringement actions against two of its competitors
and is investigating possible infringement by others. See Item 3 - "Legal
Proceedings".
Additional litigation
Litigation may be necessary to attempt to enforce patents issued to us, to protect our rights, or to defend third-party claims of infringement by us of the proprietary rights of others. Patent laws regarding the enforceability of patents vary from country to country. Therefore, there can be no assurance that patent issues will be uniformly resolved, or that local laws will provide us with consistent rights and benefits.
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GOVERNMENT REGULATIONS
Government Regulations
Our products are subject to extensive regulation particularly as to safety, efficacy and adherence to FDA Quality System Regulation, or QSR, and related manufacturing standards. Medical device products are subject to rigorous FDA and other governmental agency regulations in the United States and regulations of relevant foreign agencies abroad. The FDA regulates the introduction, manufacture, advertising, labeling, packaging, marketing, distribution, and record keeping for such products, in order to ensure that medical products distributed in the United States are safe and effective for their intended use. In addition, the FDA is authorized to establish special controls to provide reasonable assurance of the safety and effectiveness of most devices. Non
complianceNon-compliance with applicable requirements can result in import detentions, fines, civil penalties, injunctions, suspensions or losses of regulatory approvals, recall or seizure of products, operating restrictions, refusal of the government to approve product export applications or allow us to enter into supply contracts, and criminal prosecution.
The FDA requires that a manufacturer introducing a new medical device or a new indication for use of an existing medical device obtain either a Section 510(k) premarket notification clearance or a premarket approval, or PMA, prior to it being introduced into the U.S. market. Our products currently
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marketed in the United States are marketed in reliance on 510(k) pre-marketing clearances as either Class I or Class II devices. The process of obtaining a Section 510(k) clearance generally requires the submission of performance data and often clinical data, which in some cases can be extensive, to demonstrate that the device is "substantially equivalent''“substantially equivalent” to a device that was on the market prior to 1976 or to a device that has been found by the FDA to be "substantially
equivalent''“substantially equivalent” to such a pre-1976 device. As a result, FDA approval requirements may extend the development process for a considerable length of time. In addition, in some cases, the FDA may require additional review by an advisory panel, which can further lengthen the process. The PMA process, which is reserved for new devices that are not substantially equivalent to any predicate device and for high risk devices or those that are used to support or sustain human life, may take several years and requires the submission of extensive performance and clinical information.
As a medical device manufacturer, all of our domestic and Australian manufacturing facilities are subject to inspection on a routine basis by the FDA. We believe that our design, manufacturing and quality control procedures are in substantial compliance with the FDA'sFDA’s regulatory requirements. MAP'sMAP’s facilities are not subject to FDA regulation, because none of MAP'sMAP’s products isare currently marketed in the United States.
Sales of medical devices outside the United States are subject to regulatory requirements that vary widely from country to country. Approval for sale of our medical devices in Europe is through the CE mark process. Where appropriate, our products are CE marked to the European Union'sUnion’s Medical Device Directive. Under the CE marketing scheme, our products are classified as either Class I or Class II; our devices are listed in the United States with FDA; in Australia with the Therapeutic Goods Administration, or TGA; and in Canada with Health Canada.
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EMPLOYEES
Employees
As of June 30, 2002,2004, we had 1,2501,520 employees or full time consultants, of which 503599 persons were employed in warehousing and manufacturing, 178225 in research and development, 337696 in sales, and marketing and 232 in administration. Of our employees and consultants, 597740 were located in Australia, 317382 in the United States, 318387 in Europe and 1811 in Asia.
We believe that the success of our business will depend, in part, on our ability to attract and retain qualified personnel. None of our employees is covered by a collective bargaining agreement. We believe that our relationship with our employees is good.
MEDICAL ADVISORY BOARD
Medical Advisory Board
Our Medical Advisory Board, or MAB, consists of physicians specializing in the field of sleep disorderedsleep-disordered breathing. MABMedical Advisory Board members meet as a group twice a year with members of our senior management and members of our research and marketing departments to advise us on technology trends in SDB and other developments in sleep disorders medicine. MABMedical Advisory Board members are also available to consult on an as-needed basis with our senior management. In alphabetical order, MABMedical Advisory Board members include:
CLAUDIO BASSETTI, Dr.
Claudio Bassetti, MD, is a Professorneurologist with expertise in the Faculty of
Medicine, University of Zurich, where he is the Directorgeneral neurology, stroke and Vice-Chairman of
the Neurological Clinic. A member of the American Academy of Neurology and the
American Sleep Disorders Association, Dr. Bassetti is also a member of the
scientific board of the European Sleep Research Society, and an associate editor
of 'Sleep Medicine'.sleep medicine. He is on the editorial board of 'Swiss Archives of
Neurology and Psychiatry and has produced over 100 publications. Dr. Bassetti is a leader in studying the implications of sleep disordered breathingSDB on stroke.
MICHAEL COPPOLA,stroke and is Head of the Neurology Outpatient Clinics and Vice-Chairman of the Neurology Department at the University Hospital, Zurich. Dr. Bassetti is board member of the European Neurological Society, of the Swiss Societies of Neurology, Neuroscience and Sleep and sits on the editorial boards of the Journal of Sleep Research, Sleep Medicine, and Swiss Archives of Neurology and Psychiatry. Dr. Bassetti has produced over 100 publications.
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Michael Coppola, MD, is a leading pulmonary, critical care, and sleep disorders physician and is President of Springfield Medical Associates, a multi-specialty medical group in private practice inSpringfield, Massachusetts. He is an attending physician at Baystate Medical Center and Mercy Hospital, in Springfield, MA and a Fellow of the American College of Chest Physicians. He is Chairman of the Massachusetts
Sleep Breathing Disorders Society. HeDr. Coppola is also the Medical Director of Winmar
Diagnostics,Sleep Ave LLC, a sleep disorderedsleep-disordered breathing specialty company with sites in Massachusetts, Louisiana and Texas, and Associate Clinical Professor of Medicine at Tufts University School of Medicine.
TERENCE
Terence M. DAVIDSON,Davidson, MD, FACS, is Professor of Surgery in the Division of Otolaryngology - Head and Neck Surgery at the University of California, San Diego School of Medicine. He is Section Chief of Head and Neck Surgery at the Veterans Administration, San Diego Healthcare System, and Associate Dean for Continuing Medical Education at UCSD.the University of California, San Diego. He is also directorDirector of the UCSD Head and Neck Surgery Sleep Clinic in La Jolla, CA.
ANTHONY
Anthony N. DEMARIA,DeMaria, MD, is Professor of Medicine and Chief, Division of Cardiology at the University of California, San Diego, specializing in cardiac imaging techniques, particularly echocardiography. He is a Diplomat inon the American Board of Internal Medicine and is board certified by the Subspecialty Board in Cardiovascular Disease.cardiovascular disease. He is Past President of both the American College of Cardiology and the American Society of Echocardiography. Dr. DeMaria is currently the Editor-in-Chief Elect of the Journal of the American College of Cardiology and has authored or co-authored over 400 articles for medical journals.
NEIL
Neil J. DOUGLAS,Douglas, MD, DSc, FRCP, is Chairman of the MAB and Professor of Respiratory and Sleep Medicine, University of Edinburgh, an Honorary Consultant Physician, Royal Infirmary of Edinburgh, and Director of the Scottish National Sleep Laboratory. He is DeanPresident of the Royal College of Physicians of Edinburgh, and Vice Chairman of the UK Royal
Colleges Committee of CME Directors and a member of the Working Party on Sleep
Apnea of the Royal College of Physicians of London. He is a past Chairman of the British Sleep Society, and past Secretary of the British Thoracic Society. HeDr. Douglas has published over 200 papers on breathing during sleep.
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NICHOLAS HILL,
Nicholas Hill, MD, is Professor of Medicine at BrownTufts University School of Medicine and Director ofChief, Pulmonary, Critical Care Services at Rhode Island Hospital and Pulmonary Medicine at the
Miriam Hospital, bothSleep Division, Tufts-New England Medical Center in Providence.Boston. He is a Fellow and Chair of the Home Care Network as well as a member of the Network Steering Committee for the American College of Chest Physicians andPhysicians. For the American Thoracic Society, Dr. Hill is chair of the Program Committee for the Critical Care Assembly as well as a member of the Planning CommitteeCommittee. Dr. Hill’s main research interests are in the acute and chronic applications of noninvasive positive pressure ventilation (NPPV) for treating lung disease as well as the American
Thoracic Society.
BARRYpathogenesis and therapy of pulmonary hypertension.
Barry J. MAKE,Make, MD, is Director, Emphysema Center and Pulmonary Rehabilitation National Jewish Medical and Research Center, and Professor of Pulmonary Sciences and Critical Care Medicine of the University of Colorado School of Medicine. He has served on numerous national and international committees for respiratory and
cardiovascular diseases. HisDr. Make’s research and clinical work hasinvestigations have resulted in a large number of publications on mechanisms, treatment, and rehabilitation of chronic respiratory disease.
BARBARA PHILLIPS,disorders. His areas of focus are long-term noninvasive ventilation and chronic obstructive pulmonary diseases including emphysema.
Barbara Phillips, MD, MSPH, FCCP, is Professor of Pulmonary, Critical Care, and Sleep Medicine at the University of Kentucky College of Medicine. She directs the Sleep Center, Sleep Clinics, and Sleep Fellowship at the Samaritan Sleep Center in Lexington, KY. She isDr. Phillips serves as a Boardboard member of the National Sleep Foundation, on the Health and Science Policy Committee of the American AcademyCollege of Sleep
Medicine,Chest Physicians, and on the Clinical Practice Committee of the American Thoracic Society. She has been a recipient of a Sleep Academic Award from the National Institutes of Health, past president of the American Board of Sleep Medicine, and a past member of the Advisory Board to the National Center of Sleep Disorders Research. Her research interests are the epidemiology of sleep-disordered breathing and sleep disorders in the aged.
COLIN SULLIVAN,
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Helmut Teschler, MD, PhD, FRACP, FAA is Chairman of the MAB and the inventor of
nasal CPAP for treating obstructive sleep apnea. He is Professor of Medicine and
Director of the David Read Research Laboratory and Director of the Australian
Centre for Advanced Medical Technology at the Sydney University Medical School.
He is Head of the Centre for Respiratory Failure and Sleep Disorders, as well as
a thoracic physician at the Royal Prince Alfred Hospital. He is also Academic
head of the Pediatric Sleep Laboratory, New Children's Hospital, and Sydney
Children's Hospital. Dr. Sullivan is a Fellow of the Royal Australian College of
Physicians, and Fellow of the Australian Academy of Science.
HELMUT TESCHLER, MD, is Associate Professor and Head of the Department of Respiratory Medicine, High Dependency Unit, and Centre of Sleep Medicine at the Ruhrlandklinik, Medical Faculty, University of Essen, Germany. He is a Fellow of each of the following Associations: German Pneumology Society, American Thoracic Society, European Respiratory Society and American Sleep Disorders Association.
J. WOODROW WEISS,Woodrow Weiss, MD, is Associate Professor of Medicine and Co-Chairman of the Division of Sleep Medicine at Harvard Medical School as well as Chief, Pulmonary, & Critical Care, and Sleep Medicine, Beth Israel Deaconess Medical Center, Boston, MA. He is an internationally recognized researcher in sleep-disorders medicine.
B. TUCKER WOODSON,Tucker Woodson, MD, FACS, is an Associate Professor of Otolaryngology and Communication Sciences at the Medical College of Wisconsin. He isWisconsin, a Diplomat of the American Academy of Sleep Medicine, and a Fellow of the American Academy of Otolaryngology - Head and Neck Surgery and the American College of Surgeons. Dr. WoodsonHe is the Director of the Medical College of Wisconsin/Froedert Memorial Lutheran Hospital Center for Sleep. He is activeDr. Woodson also sits on multiple committees for the American Academy of Sleep Medicine and American Academy of Otolaryngology.
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ITEM 2 PROPERTIES
| ITEM 2 | PROPERTIES |
Our principal executive offices and U.S. distribution facilities, consisting of approximately 144,000 square feet, are located in Poway (North San Diego County), California in a building we own. We lease facilities for our manufacturingResearch & Development operations at North Ryde, in Sydney, Australia in a 120,000 square footfeet facility. We own our principal manufacturing facility consisting of a 215,000 square feet complex at Norwest, also in Sydney, Australia and lease in Canoga Park, California in a 35,500 square foot facility.
feet facility for manufacture of electronic motors.
Sales and warehousing facilities are leased in Oxford,Abingdon, England; Moenchengladbach, Germany; Lyon, France; Basel, Switzerland; Trollhaettan, SwedenSweden; Helsinki, Finland and Singapore. Prior to moving our executive offices and distribution facilities to Poway, California, we leased space for this purpose in San Diego, California. Our lease on those premises expires in 2005. In August 2000, we began subleasing those premises to another company.
MAP's
MAP’s principal offices are located in Munich, Germany in a 45,000 square footfeet facility leased by us. MAP'sMAP’s subsidiaries also lease sales and warehouse facilities in Lyss, Switzerland; Villach, Austria and s'Hertogenbosch,s’Hertogenbosch, The Netherlands.
ITEM 3 LEGAL PROCEEDINGS
We are currently
| ITEM 3 | LEGAL PROCEEDINGS |
The Company was engaged in litigation relating to the enforcement and defense of certain of our patents.its patents during the fiscal year ended June 30, 2004.
1995 Litigation with Respironics. In January 1995, weour subsidiary, ResMed Limited, filed a complaint in the United States District Court for the Southern District of California seeking monetary damages from and injunctive relief against Respironics, Inc. for alleged infringement of three of ourits patents. In February 1995, Respironics filed a complaint in the United StatesU.S. District Court for the Western District of Pennsylvania, in Pittsburgh, against usResMed Limited seeking a declaratory judgment that Respironics, Inc. does not infringe claims of these patents and that ourResMed Limited’s patents are invalid and unenforceable. The two actions were combined
On September 5, 2003, ResMed and are
proceedingRespironics settled this action. ResMed and Respironics have dismissed all claims in the United Statesaction with prejudice.
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2002 Litigation with Respironics. On October 11, 2002, ResMed Inc, ResMed Corp, and ResMed Limited filed a lawsuit in U.S. District Court for the Southern District of California, in San Diego against Respironics, Inc. ResMed’s suit seeking a judgment that certain of Respironics’ mask products (Contour Deluxe, Comfort Classic, Comfort Select, and Image3 masks) infringe patents held by ResMed. The complaint further charged Respironics with copying ResMed’s proprietary mask technology, and alleged violation of the Lanham Act, trademark and trade dress infringement, and common law violations relating to the appearance of ResMed’s mask products. ResMed sought an injunction and damages. On March 4, 2003, the Court denied Respironics’ motion to transfer the case to the U.S. District Court for the Western District of Pennsylvania. In June 1996, we filed an additional complaint against
On October 16, 2002 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 us reserving the right to reassert the charges in
the event of a favorable ruling on appeal. It is our intention to appeal the
summary judgment rulings after a final judgment in the consolidated litigation
has been entered in the District Court proceedings.
In January 2001, MAP Medizin-Technologie GmbHInc. filed a lawsuit in the Civil
Chamber of MunichU.S. District Court against Hofrichter GmbH seeking actual and exemplary
monetary damages for the unauthorizedWestern District of Pennsylvania, in Pittsburgh, against ResMed Limited seeking a declaratory judgment that Respironics, Inc. does not infringe the patents that are the subject of ResMed’s October 11, 2002 complaint filed in San Diego, that such patents are invalid and infringing useunenforceable and that Respironics has not committed any other trademark, trade dress or common law violations. On July 29, 2003, the court ordered the case transferred to the U.S. District Court for the Southern District of our trademarksCalifornia.
On September 5, 2003, ResMed and patents. An initial decision has been madeRespironics settled both lawsuits involved in favor of MAP. Hofrichter has
filed an appealthe 2002 Litigation. ResMed and has sought Court determination thatRespironics have dismissed all claims in the MAP patents do not
apply to certain Hofrichter products.actions with prejudice.
2002 Litigation with Fisher & Paykel Healthcare. On August 26, 2002, ResMed Inc., ResMed Corp. and ResMed Limited filed a lawsuit in FederalU.S. District Court for the Southern District of California, in San Diego against Fisher & Paykel Healthcare. The ResMedHealthcare Inc and Fisher & Paykel Healthcare Limited (“Fisher & Paykel Healthcare”). ResMed’s amended complaint seekssought a judgment that selected Fisher & Paykel Healthcare mask products (ACLAIM and ACLAIM 2
masks) infringe patents held by ResMed. The complaint further chargescharged the defendantdefendants with the copying of ResMed proprietary mask technology and alleges violations of the Lanham Act, trademark and trade dress infringement and common law violations relating to the appearance of ResMed mask products.
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While
On May 6, 2003, ResMed and Fisher & Paykel Healthcare agreed to settle this patent infringement lawsuit. In accordance with the settlement, Fisher & Paykel introduced a new design of its mask in the United States and ResMed will not assert intellectual property claims against the new mask. ResMed has dismissed the lawsuit with prejudice.
Other Litigation. In addition to the matters described above, in the normal course of business, we are prosecutingsubject to routine litigation incidental to our business. While the above actions, there canresults of this litigation cannot be no assurancepredicted with certainty, we believe that wetheir final outcome will be successful.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
not have a material adverse effect on our consolidated financial statements taken as a whole.
| ITEM 4 | SUBMISSIONOF MATTERSTOA VOTEOF SECURITY HOLDERS |
None.
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PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
| ITEM 5 | MARKETFOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASESOF EQUITY SECURITIES |
Our Common Stock commenced tradingcommon stock is traded on June 2, 1995 on The NASDAQ National Market
under the symbol "RESM". On September 30, 1999, we transferred our primary
listing to the New York Stock Exchange (NYSE) under the symbol "RMD"“RMD”. The following table sets forth for the fiscal periods indicated the high and low closing prices for the Common Stockcommon stock as reported by the New York Stock Exchange.
| 2004 | 2003 | |||||||||||
| High | Low | High | Low | |||||||||
Quarter One, ended September 30 | $ | 43.98 | $ | 38.58 | $ | 33.63 | $ | 24.89 | ||||
Quarter Two, ended December 31 | 46.49 | 38.05 | 34.13 | 27.63 | ||||||||
Quarter Three, ended March 31 | 47.95 | 40.69 | 33.87 | 29.67 | ||||||||
Quarter Four, ended June 30 | 51.56 | 44.84 | 41.95 | 32.00 | ||||||||
As of September 6, 2002,August 20, 2004, there were 8564 holders of record of our Common Stock.common stock. We have not paid any cash dividends on our common stock since prior to theour initial public offering of our common stock and we do not currently intend to pay cash dividends in the foreseeable future. We anticipate that all of our earnings and other cash resources, if any, will be retained for the operation and expansion of our business and for general corporate purposes.
SALE OF UNREGISTERED SECURITIES
Sale of Unregistered Securities
On June 20, 2001, we issued $150.0 million of 4% convertible subordinated notes due 2006 to initial purchasers including Merrill Lynch Pierce Fenner & Smith
Incorporated,and Deutsche Banc Alex.Alex Brown Inc., William Blair & Company, LLC, Macquarie Bank, and UBS Warburg LLC. The discount to the initial purchasers on their purchase of the notes was $4.7 million. On July 3, 2001, we issued an additional $30.0 million in notes to the initial purchasers upon exercise of the initial purchasers'purchasers’ over allotment option, with an additional discount to the initial purchasers of $0.9 million. This increased the total amount of convertible subordinated notes issued to $180.0 million, with a total discount to the initial purchasers of $5.6 million.
During fiscal 2003 and 2002, we repurchased $10.0 million and $56.8 million face value of our convertible subordinated notes.notes respectively. The total purchase price of the notes was $9.4 million and $49.1 million, including $0.2 million and $0.6 million in accrued interest. We recognized a gain of $0.3 million and $4.0 million, net of tax of $0.2 million and $2.5 million, on these transactions. As atWe did not repurchase any notes in fiscal 2004. At June 30, 2002,2004, we had convertible subordinated notes outstanding of $123.3$113.25 million.
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The notes and the common stock issuable upon conversion of the notes (the "Securities"“Securities”) were not registered under the Securities Act or any other state or foreign securities laws at the time of issue. The notes were offered and sold only to "qualified“qualified institutional buyers"buyers” as defined in Rule 144A or in offshore transactions outside the United States that met the requirements of Rule 903 of Regulation S under the Securities Act.
The Securities were subsequently registered for resale under the Securities Act (Registration No. 333-70500) effective October 9, 2001; and consequently the Securities may be resold in accordance with the prospectus that is part of the registration statement by the selling security holders named in the prospectus or a supplement to the prospectus. Other sales of the Securities may only be made in compliance with the registration requirements of the Securities Act and all other applicable securities laws, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
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The notes are subject to an indenture between us and American Stock Transfer & Trust Company, as trustee. The notes are convertible, at the option of the holder, at any time on or prior to maturity, into shares of our common stock at a conversion price of $60.60 per share, which is equal to a conversion rate of 16.5017 shares per $1,000 principal amount of notes. The conversion price is subject to adjustment. The notes bear interest at 4% per year, payable semiannually on June 20 and December 20 of each year, beginning December 20,
2001.
year.
We may redeem some or all of the notes at any time before June 20, 2004 at a
redemption price of $1,000 per $1,000 principal amount of notes, plus accrued
and unpaid interest, if any, to the redemption date, if (a) the closing price of
our common stock has exceeded 150% of the conversion price then in effect for at
least 20 trading days within a period of 30 consecutive trading days ending on
the trading day before the date of mailing of the provisional redemption notice
and (b) a shelf registration statement covering resale of the notes and the
common stock issuable upon conversion of the notes is effective and available
for use and expected to remain effective and available for use for the 30 days
following the provisional redemption date. Upon any such provisional
redemption, we will make an additional payment in cash equal to $166.67 per
$1,000 principal amount of notes, less the amount of any interest actually paid
on the notes before the provisional redemption date.
We may also redeem some or all of the notes at any time on or after June 22,20, 2004, but prior to June 20, 2005, at a redemption price equal to 101.6% of the principal amount of notes redeemed and at any time after June 19, 2005, at a redemption price equal to 100.8% of the principal amount of notes redeemed, plus in any case, accrued and unpaid interest, if any, to the redemption date, if the closing price of our common stock has exceeded 130% of the conversion price then in effect for at least 20 trading days within a period of 30 consecutive trading days ending on the trading day before the date of mailing of the optional redemption notice.
The notes are general unsecured obligations and are subordinated to all of our existing and future senior indebtedness and will be effectively subordinated to all of the indebtedness and liabilities of our subsidiaries. The indenture governing the notes willdoes not limit the incurrence by us or our subsidiaries of senior indebtedness or other indebtedness. The notes mature on June 20, 2006.
On May 14, 2002, we issued 853,448 shares of our common stock to one individual as partial consideration for our acquisition of Servo Magnetics Incorporated. We relied on the exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended. No solicitation was made in connection with this issuance, other than negotiation of the acquisition, and we obtained representations from the recipient regarding his investment intent, experience and sophistication. -19-
ITEM 6 SELECTED FINANCIAL DATA
These shares were subsequently registered for resale under the Securities Act (Registration No. 335-100825), effective March 26, 2003; and consequently the shares may be resold in accordance with the prospectus that was part of the Registration Statement by the selling stockholder named in the prospectus or in a supplement to the prospectus.
Other sales of the shares may only be made in compliance with the registration requirements of the Securities Act and all other applicable securities laws, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
Purchases of Equity Securities
The following table summarizes purchases by us of our common stock during the three months ended June 30, 2004:
| Period | Total Number of Shares | Average Price Paid per Share | Total Number of Shares Publicly Announced Plans or Programs (1) | Maximum Number of Plans or Programs(1) | ||||
April 2004 | Nil | |||||||
May 2004 | Nil | |||||||
June 2004 | Nil | |||||||
Total to June 30, 2004 | 886,369 | $34.34 | 886,369 | 3,113,631 |
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| (1) | On June 6, 2002, the Board of Directors authorized us to repurchase up to 4.0 million shares of our outstanding common stock. There is no expiration date for the repurchase of these shares. For the years ended June 30, 2004 and 2003, we repurchased 471,000 and 125,000 shares at a cost of $19.0 million and $3.5 million respectively. As at June 30, 2004, we have repurchased a total of 886,000 shares at a cost of $30.4 million. We may continue to repurchase shares of our common stock for cash in the open market, or in negotiated or block transactions, from time to time as market and business conditions warrant. |
| ITEM 6 | SELECTED FINANCIAL DATA |
The following table summarizes certain selected consolidated financial data for, and as of the end of, each of the fiscal years in the five-year period ended June 30, 2002.2004. The data set forth below should be read in conjunction with the Consolidated Financial Statements and related Notes included elsewhere in this Report.
| Consolidated Statement of Income Data: | Years Ended June 30 | |||||||||||||||||||
| (In thousands, except per share data) | 2004 | 2003 | 2002 | 2001 | 2000 | |||||||||||||||
Net revenues | $ | 339,338 | $ | 273,570 | $ | 204,076 | $ | 155,156 | $ | 115,615 | ||||||||||
Cost of sales | 122,602 | 100,483 | 70,827 | 50,377 | 36,991 | |||||||||||||||
Gross profit | 216,736 | 173,087 | 133,249 | 104,779 | 78,624 | |||||||||||||||
Selling, general and administrative expenses | 104,706 | 85,313 | 64,481 | 49,364 | 36,987 | |||||||||||||||
Research and development expenses | 26,169 | 20,534 | 14,910 | 11,146 | 8,499 | |||||||||||||||
In-process research and development write off | - | - | 350 | 17,677 | - | |||||||||||||||
Donations to Research Foundations | 500 | - | 2,349 | - | - | |||||||||||||||
Provision for restructure | - | - | - | 550 | - | |||||||||||||||
Total operating expenses | 131,375 | 105,847 | 82,090 | 78,737 | 45,486 | |||||||||||||||
Income from operations | 85,361 | 67,240 | 51,159 | 26,042 | 33,138 | |||||||||||||||
Other income (expenses): | ||||||||||||||||||||
Interest income (expense), net | (1,683 | ) | (2,549 | ) | (3,224 | ) | (762 | ) | 801 | |||||||||||
Government grants | - | - | - | 72 | 279 | |||||||||||||||
Other, net | 990 | 1,907 | 108 | 1,962 | (52 | ) | ||||||||||||||
Gain on extinguishment of debt | - | 529 | 6,549 | - | - | |||||||||||||||
Total other income (expenses) | (693 | ) | (113 | ) | 3,433 | 1,272 | 1,028 | |||||||||||||
Income before income taxes | 84,668 | 67,127 | 54,592 | 27,314 | 34,166 | |||||||||||||||
Income taxes | 27,384 | 21,398 | 17,086 | 15,684 | 11,940 | |||||||||||||||
Net income | $ | 57,284 | $ | 45,729 | $ | 37,506 | $ | 11,630 | $ | 22,226 | ||||||||||
Basic earnings per share | $ | 1.70 | $ | 1.38 | $ | 1.17 | $ | 0.37 | $ | 0.74 | ||||||||||
Diluted earnings per share | $ | 1.63 | $ | 1.33 | $ | 1.10 | $ | 0.35 | $ | 0.69 | ||||||||||
Basic shares outstanding | 33,694 | 33,054 | 32,174 | 31,129 | 30,153 | |||||||||||||||
Diluted shares outstanding | 35,125 | 34,439 | 34,080 | 33,484 | 32,303 | |||||||||||||||
| Consolidated Balance Sheet Data: | As of June 30 | ||||||||||||||
| (In thousands) | 2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||
Working capital | $ | 217,238 | $ | 191,322 | $ | 142,809 | $ | 144,272 | $ | 47,550 | |||||
Total assets | 544,159 | 459,595 | 376,191 | 288,090 | 115,594 | ||||||||||
Long-term debt, less current maturities | 113,250 | 113,250 | 123,250 | 150,000 | - | ||||||||||
Total stockholders’ equity | 361,499 | 286,433 | 192,930 | 100,366 | 93,972 | ||||||||||
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Overview
Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with selected financial data and consolidated financial statements and notes, included herein.
We design, manufacture and market equipment for the diagnosis and treatment of sleep disorderedsleep-disordered breathing conditions, including obstructive sleep apnea. Our net revenues are generated from the sale and rental of our various flow generator devices, nasal mask systems, accessories and other products, and, to a lesser extent from royalties and sales of custom motors.
We have invested significant resources in research and development and product enhancement. Since 1989, we have developed several innovations to the original CPAP device to increase patient comfort and to improve ease of product use. We have been developing products for automated treatment, titration and monitoring of OSA, such as the AutoSet T and AutoSet Spirit flow generators. Our research
Business Acquisitions
Fiscal year ended June 30, 2004
On July 2, 2003 we acquired the assets of Respro Medical Company Limited (“Respro”), our Hong Kong distributor for total consideration of $184,000 in cash. The acquisition has been accounted for as a purchase and development expensesaccordingly, the results of operations of Respro have been subsidizedincluded within our consolidated financial statements from July 2, 2003. An amount of $89,000, representing the excess of the purchase price over the fair value of net identifiable assets acquired of $95,000, has been recorded as goodwill.
Fiscal year ended June 30, 2003
John Stark and Associates. On July 24, 2002 we acquired the business of John Stark and Associates, our Texas representative, for total consideration of $300,000 in part by grantscash. The acquisition has been accounted for as a purchase and tax
incentivesaccordingly, the results of operations of John Stark and Associates were included within our consolidated financial statements from July 24, 2002. An amount of $300,000, representing the Australian federal government.
LABHARDT ACQUISITIONexcess of the purchase price over the fair value of net identifiable assets acquired of $nil, has been recorded as goodwill.
Fiscal year ended June 30, 2002
Labhardt Acquisition. On November 15, 2001, we acquired all the common stock of Labhardt Ag,AG, our Swiss distributor, for total cash consideration, including acquisition costs, of $5.5 million.
The acquisition has been accounted for as a purchase and accordingly, the results of operations of Labhardt AgAG have been included in our consolidated financial statements from November 15, 2001. TheAn amount of $4.2 million, representing the excess of the purchase price over the fair value of the net identifiable assets acquired of $1.3 million, has been recorded as goodwill.
SMI ACQUISITIONAcquisition. On May 14, 2002, we acquired all of the common stock of Servo Magnetics Incorporated ("SMI"(“SMI”) through a merger with our wholly-ownedwholly owned subsidiary, Servo Magnetics AcquisitionsAcquisition Inc, for total consideration, including acquisition costs, of $32.6 million. Consideration included the issue of 853,448 shares for fair value of $24.8 million with the balance of the acquisition price paid in cash. Upon consummation of the merger, the surviving corporation, Servo Magnetics Acquisition Inc., changed its name to Servo Magnetics Inc.
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The acquisition has been accounted for as a purchase and accordingly, the results of operations of SMI have been included in our consolidated financial statements from May 14, 2002. TheAn amount of $30.7 million, representing the excess of the purchase price over the fair value of the net identifiable assets acquired of $1.9 million, has been recorded as goodwill.
Purchased in-process research and development of $350,000$0.4 million was expensed upon acquisition of SMI because technological feasibility of the products under development had not been established and no further alternative uses existed. The value of in processin-process technology was calculated by identifying research projects in areas for which technological feasibility had not been established, estimating the costs to develop the purchased in process technology into commercially viable products, estimating the resulting net cash flows from such products, discounting the net cash flows to present value, and applying the reduced percentage completion of the projects thereto. The discount rate used in the analysis was 19% and was based on the risk profile of the acquired assets.
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Purchased research and development projects related to electrical motor systems used in medicalour flow generator devices and healthother medical and data storage equipment. Key assumptions used in the analysis included gross margins of approximately 34%. AsThe majority of the date of
acquisition, new motor systems for use in these devices are expected to behave been completed and commercially availablehave performed in line with expectations at the time of acquisition.
In-Process Research and Development Charge
On acquisition of MAP Medizin-Technologie GmbH (MAP) in February 2001, we recognized as an expense a charge of $17.7 million with respect to five in-process research and development programs under active development by MAP at date of acquisition. The five projects were:
| (i) | A single-walled nasal cushion mask system. |
| (ii) | A new headgear system |
| (iii) | A standalone active humidifier |
| (iv) | An autotitration CPAP device for treatment of OSA |
| (v) | A new OSA diagnostic screening device. |
The status of each project as of June 30, 2004 is noted below:
| (i) | Single-walled nasal cushion |
The nasal cushion under development by MAP on acquisition was originally due for release in October 2001. Delays in the design and manufacturing process delayed the release for seven months, until April 2002. The delay in release of the product was not significant over its expected life cycle, and has made no significant impact on the net return assumptions used in the initial in-process research and development model. Since release, the product (now referred to as the Papillon) has met or exceeded all sales forecasts.
| (ii) | New headgear |
The new headgear product line was withheld to coincide with the release of the Papillon mask system in April 2002 and so was also seven months behind schedule in projected release dates. Since release, the new headgear system has exceeded original sales projections and continues to meet or exceed initial expectations.
| (iii) | Standalone active humidifier |
Due to other priorities and to the introduction of integrated humidification flow generator devices by a number of competitors during fiscal 2002, we have abandoned the standalone humidifier project.
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Given the relatively small revenue forecast of the product line in the in-process research and development model, the financial impact of this project is not material to ResMed or the net return of the MAP acquisition.
| (iv) | Auto titration CPAP Device |
The main product development effort of MAP since acquisition has been on the completion of the Autotitration CPAP flow generator specified in the initial in-process research and development charge, now referred to as the Magellan. This project experienced some delays due to the complexity of the software algorithm development process and associated electronics resulting in the product being released in November 2002. Sales are now broadly consistent with our initial expectations.
| (v) | OSA diagnostic screening device |
MAP’s new diagnostic screening device, now called the microMESAM, was released in the German market in March 2004. These projectsWe remain confident in the capacity of the device to enhance the diagnostic process, and remain confident in the potential of the product to significantly impact the treatment and diagnosis of obstructive sleep apnea in the German market.
As at June 30, 2004, four of the five programs have estimated costs to complete totalling approximately $450,000.
We believe thatbeen completed with the release of the Papillon mask system, upgraded headgear, Magellan flow generator and MicroMESAM.
Given the completion of the above research programs and performance of the associated product lines, we remain confident in the assumptions used to valuedetermine the acquired intangible
assets were reasonable atin-process research and development charge and, as a result, the timenet return of acquisition. No assurance can be given,
however, that the underlying assumptions used to estimate expected project
revenues, development costs or profitability, or events associated with such
projects, will transpire as estimated. For these reasons, among others, actual
results may vary from the projected results.
TAX EXPENSEMAP acquisition.
Tax Expense. Our income tax rate is governed by the laws of the regions in which our income is recognized. To date, a substantial portion of our income has been subject to income tax in Australia where the statutory rate was 30% in fiscal 20022004, 2003 and was
34% in fiscal 2001 and 2000 respectively.2002. During fiscal 2002, 20012004, 2003 and 2000,2002, our effective tax rate has fluctuated between approximately 31% and approximately 35%33%. These fluctuations have resulted from, and future effective tax rates will depend upon, numerous factors, including the amount of research and development expenditures for which a 125% Australian tax deduction is available, the level of non-deductible expenses, and the use of available net operating loss carryforward deductions and other tax credits or benefits available to us under applicable tax laws.
FISCAL YEAR ENDED JUNE
We account 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.
Fiscal Year Ended June 30 2002, COMPARED TO FISCAL YEAR ENDED JUNE2004, Compared to Fiscal Year Ended June 30 2001
NET REVENUES.2003
Net Revenues. Net revenue increased in fiscal 2002for the year ended June 30, 2004 to $204.1$339.3 million from $155.2$273.6 million in fiscal 2001,for the year ended June 30, 2003, an increase of $48.9$65.7 million or 32%24%. This
The increase in net revenue was primarily attributable to an increase in unit sales of our flow generators, masks and accessoriesaccessories. Sales also benefited from an appreciation of international currencies against the
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U.S. dollar (increasing sales by approximately $18.6 million). Net revenue in both domesticNorth and Latin America increased to $166.1 million from $130.7 million for the years ended June 30, 2004 and 2003 respectively. This growth primarily reflects increased public and physician awareness of sleep-disordered breathing. Net revenue in international markets increased to $173.2 million from $142.8 million for the years ended June 30, 2004 and also2003 respectively. International sales growth for the year ended June 30, 2004 reflects organic growth in the overall sleep-disordered breathing market and appreciation of international currencies against the U.S. dollar. Sales for the previous year ended June 30, 2003 included non-recurring SARS-related sales to China of approximately $5.0 million. Excluding the impact of these sales, international sales grew by 26%. Excluding both the impacts of the appreciation of international currencies against the U.S. dollar and SARS-related sales, international sales grew by 12%.
Sales of flow generators for the year ended June 30, 2004 increased by 18% compared to the acquisition on February 16, 2001year ended June 30, 2003, including increases of MAP Medizin-Technologie GmbH "MAP".
GROSS PROFIT.20% in North and Latin America and 16% elsewhere. Sales of mask systems, motors and other accessories increased by 31%, including increases of 33% in North and Latin America and 29% elsewhere, for the year ended June 30, 2004 compared to the year ended June 30, 2003. These increases primarily reflect growth in the overall sleep-disordered breathing market and appreciation of international currencies against the U.S. dollar.
Gross Profit. Gross profit increased in fiscal 2002for the year ended June 30, 2004 to $133.2$216.7 million from $104.8$173.1 million in fiscal 2001,for the year ended June 30, 2003, an increase of $28.5$43.6 million or 27%25%. Gross profit as a percentage of net revenue declined in fiscal 2002increased for the year ended June 30, 2004 to 65%64% from 68% in
fiscal 2001.63% for the year ended June 30, 2003. The declinesmall improvement in gross marginsmargin reflects a changemore favorable product mix due to increased sales of higher margin products, partially offset by the impact of higher manufacturing costs resulting from a stronger Australian dollar against the U.S. dollar, as the majority of manufacturing labor and overhead costs are incurred in geographical
sales mix (after adjusting for MAP sales), with a relatively higher percentage
of domestic sales, which achieve lower margins, compared to international
markets. The decline also reflects that gross margins in our acquired
subsidiary, MAP, are historically lower than the average margins achieved by our
Company as a whole.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.Australia.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased in 2002for the year ended June 30, 2004 to $64.5$104.7 million from $49.4$85.3 million for 2001,the year ended June 30, 2003, an increase of $15.1$19.4 million or 31%23%. As a percentage of net revenue, selling, general and administrative expenses in fiscal 2002for the year ended June 30, 2004 was 32%31%, consistent with fiscal 2001.the year ended June 30, 2003. The increase in selling, general and administrative expenses was primarily due to an increase in the additionnumber of 98 personnel in sales and administrationadministrative personnel and other expenses related to the increase in our sales. SG&AThe increase in fiscal
2002selling, general and administrative expenses was also included a provisionattributable to appreciation of $1.0 millioninternational currencies against an outstanding receivable
from American Home Patient Inc. (AHP), a significant customer, who filed for
Chapter 11 Bankruptcy Protection on July 31, 2002. AHP's filing for Chapter 11
Bankruptcy Protection is not expected to materially impact our business.
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PROVISION FOR RESTRUCTURE. In fiscal 2001, subsequent to the purchase of MAP,
we restructured MAP's French activities and took a charge of $0.6 million
associated with the closure of MAP's unprofitable French operations. We did not
incur any restructure charges in fiscal 2002.
IN PROCESS RESEARCH AND DEVELOPMENT WRITE-OFF. In fiscal 2002, purchased in
process research and development of $0.4 million was expensed upon the
acquisition of SMI because technological feasibility of the products under
development had not been established and no further alternative uses existed.
In fiscal 2001, purchased in process research and development of $17.7 million
was expensed upon acquisition of MAP because technological feasibility of the
products under development had not been established and no further alternative
uses existed.
DONATIONS TO FOUNDATIONS. In fiscal 2002, we committed $2.3U.S. dollar which added approximately $8.1 million to our expenses as reported in U.S. dollars.
Donations to Foundation. In the establishment of twoyear ended June 30, 2004 we donated $0.5 million to the ResMed Sleep Disordered Breathing Foundations, one in the
United States and one in Australia.Foundation. The Foundations'Foundation’s overall mission is to educate both the public and physicians about the inherent dangers of untreated SDB/OSA, particularly as it relates to traffic and workplace accidents as well
as cerebrovascular and cardiovascular disease.
RESEARCH AND DEVELOPMENT EXPENSES.
Research and Development Expenses. Research and development expenses increased in fiscal 2002for the year ended June 30, 2004 to $14.9$26.2 million from $11.1$20.5 million in fiscal 2001,for the year ended June 30, 2003, an increase of $3.8$5.7 million or 34%28%. As a percentage of net revenue, research and development expenses increased to 7.3% in fiscal 2002were 7.7% for the year ended June 30, 2004 compared to 7.2% in fiscal
2001.7.5% for the year ended June 30, 2003. The increase in research and development expenses was due to increased salaries associated with an increase in personnel and increased charges for consulting fees, clinical trials and technical assessments incurred to facilitate development of new products andproducts. The increase also includesreflects an appreciation of the Australian dollar against the U.S. dollar, as the majority of research and development expenditurescosts are incurred in Australian dollars. The appreciation of MAP.
OTHER INCOME (EXPENSE). international currencies against the U.S. dollar added approximately $3.8 million to our research and development expenses as reported in U.S. dollars.
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Other income (expense)Income (Expense), Net. Other expense, net increased in fiscal 2002for the year ended June 30, 2004 to a net incomeexpense of $3.4$0.7 million from net incomeexpense of $1.3$0.1 million in fiscal 2001.for the year ended June 30, 2003. The increase in other income primarily reflects a gainexpense was attributable to no gains on extinguishment of debt of $6.5this year compared to $0.5 million for the year ended June 30, 2003, and lower net foreign currency exchange gains, partially offset by increased netlower interest expense associated
with ourdue to the reduction in convertible notes and foreign exchange losses.
INCOME TAXES. The Company'snote debt.
Income Taxes. Our effective income tax rate declinedincreased to approximately
31.3% in fiscal 200232.3% for the year ended June 30, 2004 from approximately 34.4% (excluding a non-recurring in
process research and development write-down of $17.7 million and restructuring
charge of $0.6 million) in fiscal 2001.31.9% for the year ended June 30, 2003. The lowermarginally higher tax rate was primarily due to the loweringgeographical mix of taxable income. We continue to benefit from the Australian corporate income tax rate of 30%, because we generate a majority of our taxable income in Australia from 34%Australia.
Fiscal Year Ended June 30 2003, Compared to 30%
effective July 1, 2001. The Company also benefits from a 125% tax deduction on
research and development expenditures in Australia, which further reducesFiscal Year Ended June 30 2002
Net Revenues. Net revenue increased for the effective tax rate on Australian sourced income.
FISCAL YEAR ENDED JUNEyear ended June 30, 2001 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2000
NET REVENUES. Net revenues increased in fiscal 20012003 to $155.2$273.6 million from $155.6$204.1 million in fiscal 2000,for the year ended June 30, 2002, an increase of $39.5$69.5 million or 34%. This
The increase in net revenue was primarily attributable to an increase in unit sales of our flow generators and accessoriesaccessories. Sales also benefited from an appreciation of international currencies against the U.S. dollar (increasing sales by approximately $16.8 million) and inclusion of sales of $6.5 million from Servo Magnetics Inc. (SMI), the subsidiary we acquired in May 2002. Net revenue in North and Latin America where net revenues
increased to $79.9$130.7 million from $62.7$100.9 million for the years ended June 30, 2003 and 2002 respectively. This growth primarily reflects increased public and physician awareness of sleep-disordered breathing. Net revenue in Europe, where net revenuesinternational markets increased to $60.5$142.8 million from $40.5$103.1 million for the years ended June 30, 2003 and 2002 respectively. International sales growth for the year ended June 30, 2003 reflects organic growth in the overall sleep-disordered breathing market, appreciation of international currencies against the U.S. dollar and SARS-related sales to China of approximately $5.0 million. Net revenues were unfavorably
impacted
Sales of flow generators for the year ended June 30, 2003 increased by a decline29% compared to the year ended June 30, 2002 including increases of 23% in European foreign exchange rates.
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GROSS PROFIT.North and Latin America and 33% elsewhere. Sales of mask systems, motors and other accessories increased by 40% including increases of 35% in North and Latin America and 47% elsewhere, for the year ended June 30, 2003 compared to the year ended June 30, 2002. These increases primarily reflect growth in the overall sleep-disordered breathing market, appreciation of international currencies against the U.S. dollar and our acquisition of SMI.
Gross Profit. Gross profit increased in fiscal 2001for the year ended June 30, 2003 to $104.8$173.1 million from $78.6$133.2 million in fiscal 2000,for the year ended June 30, 2002, an increase of $26.2$39.9 million or 33%30%. The increase
resulted primarily from increased unit sales during fiscal 2001. Gross profit as a percentage of net revenues was 68%, consistent with fiscal 2000. Lower
flow generator selling prices were offset byrevenue decreased for the year ended June 30, 2003 to 63% from 65% for the year ended June 30, 2002, reflecting the impact of higher manufacturing costs resulting from a decline in thestronger Australian dollar improvedagainst the U.S. dollar, as the majority of manufacturing efficiencieslabor and increasedoverhead costs are incurred in Australia and, to a lesser extent, the inclusion of SMI’s motor sales of higher margin mask
system units.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.which achieve lower margins compared to our overall gross margin.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased in 2001for the year ended June 30, 2003 to $49.4$85.3 million from $37.0$64.5 million for 2000,the year ended June 30, 2002, an increase of $12.4$20.8 million or 33%32%. As a percentage of net revenues,revenue, selling, general and administrative expenses were steady in fiscal 2001,for the year ended June 30, 2003 decreased to 31% compared to fiscal 2002 at 32%. for the year ended June 30, 2002. The gross increase in selling, general and administrative expenses was primarily due
primarily to an increase to 471 from 281 in the number of sales and administrative personnel and other expenses related to the increase in our sales. RESEARCH AND DEVELOPMENT EXPENSES.The increase in selling, general and administrative expenses was also attributable to appreciation of international currencies against the U.S. dollar (adding approximately $6.0 million), the inclusion of $2.6 million from SMI’s operations, and $2.2 million in litigation costs associated with outstanding patent infringement lawsuits against competitors.
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Research and Development Expenses. Research and development expenses increased in fiscal 2001for the year ended June 30, 2003 to $11.1$20.5 million from $8.5$14.9 million in fiscal 2001,for the year ended June 30, 2002, an increase of $2.6$5.6 million or 31%38%. As a percentage of net revenues,revenue, research and development expenses remained static in fiscal 2001 at 7%.were 7.5% for the year ended June 30, 2003 compared to 7.3% for the year ended June 30, 2002. The dollar increase in research and development expenses was due primarily to increased salaries associated with an increase in clinical trial
costs, personnel and external consultancy fees.
OTHER INCOME (EXPENSE).increased charges for consulting fees, clinical trials and technical assessments incurred to facilitate development of new products. The increase also reflects an appreciation of the Australian dollar against the U.S. dollar, as the majority of research and development costs are incurred in Australian dollars. In constant currency terms, research and development expenses for the year ended June 30, 2003 increased by $3.1 million, or 17%, compared to the year ended June 30, 2002.
Other Income (Expense), Net. Other income (expense) improved in fiscal 2001, net decreased for the year ended June 30, 2003 to $1.3net expense of $0.1 million from $1.0net income of $3.4 million for fiscal 2000, an increasethe year ended June 30, 2002. The decrease in other income was attributable to lower gains on extinguishment of $0.3 million. This
improvement was due primarily to foreign currency gains incurred in our foreign
currency hedging structures,debt partially offset by interest expense associated
with the purchase of MAP. Net foreign currency gains for fiscal 2001 were $2.0
million compared toincreased net foreign currency losses of $0.2 millionexchange gains, and lower interest expense due to the reduction in 2000.
INCOME TAXES.convertible note debt.
Income Taxes. Our effective income tax rate increased to 31.9% for fiscal 2001 before MAP
acquisition charges of $0.6 millionthe year ended June 30, 2003 from 31.3% for restructuring costs and in-process
research and development write off of $17.7 million was 34.4% down from 34.9%
for fiscal 2000. This reductionthe year ended June 30, 2002. The marginally higher tax rate was primarily due to the reduction ingeographical mix of taxable income. We continue to benefit from the Australian corporate tax rates from 36% to 34% on July 1, 2000rate of 30%, because we generate a majority of our taxable income in Australia.
Liquidity and to additional
research and development expenses in Australia for which we received a 125%
deduction for income tax purposes.
LIQUIDITY AND CAPITAL RESOURCES
Capital Resources
As of June 30, 20022004 and June 30, 2001,2003, we had cash and cash equivalents and marketable securities available-for-sale of approximately $92.8$140.9 million and $102.8$121.0 million, respectively. Working capital approximated $144.7was $217.2 million and $144.3$191.3 million at June 30, 20022004 and June 30, 20012003 respectively.
Inventories at June 30, 2004 increased by $6.4 million or 13% to $55.8 million compared to June 30, 2003 inventories of $49.4 million. The percentage increase in inventories was less than the 24% incremental increase in revenues in the year ended June 30, 2004 compared to the year ended June 30, 2003. The lower inventory growth reflects the impact of the relocation of manufacturing to our new facility at Norwest in Sydney in the fourth quarter of fiscal year 2004 which temporarily lowered production volumes and consequently inventory balances at June 30, 2004. Accounts receivable at June 30, 2004 were $67.2 million, an increase of $10.5 million or 19% over the June 30, 2003 accounts receivable balance of $56.7 million. This increase was modestly lower than the 24% incremental increase in revenues for the year ended June 30, 2004 compared to the year ended June 30, 2003. Accounts receivable days outstanding increased to 64 days for the quarter ended June 30, 2004, compared to 62 days for the quarter ended June 30, 2003. The increase reflected, in part, SARS-related sales to China of $5.0 million in the quarter ended June 30, 2003, which were collected prior to June 30, 2003. Our allowance for doubtful accounts as a percentage of total accounts receivable at June 30, 2004 and 2003 was 4.5% and 4.2%, respectively. The credit quality of our customers remains consistent with our past experience.
During the year ended June 30, 2002,2004, we generated cash of $35.6$76.5 million from operations, primarily as a result of increased profit from operations offset by
increasesand improved working capital management, particularly in inventoryrespect of inventories and accounts receivable balances.payable. During the year ended June 30, 20012003 approximately $29.5$59.3 million of cash was generated by operations.
Capital expenditures for the years ended June 30, 2004 and 2003 aggregated $57.2 million and $25.6 million respectively. For the year ended June 30, 2002 and 2001 aggregated $28.22004, $40.9 million and $27.5 million respectively. The majority of the expendituresexpenditure related to the
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construction of our new manufacturing facility. Capital expenditure was also incurred for the year ended June 30, 2002 related toacquisition of computer hardware and software and the purchase of land in Sydney described
below, a computer system upgrade and acquisition of production tooling and equipment. The capital expenditures in the year ended June 30, 20012003 primarily reflected the capital expenditureconstruction of $17.2 million on the company's US
headquarters in Poway, California in July 2000.our new manufacturing facility, acquisition of computer hardware and software including a disaster recovery system, and purchase of production tooling equipment. As a result of these capital expenditures, our balance sheet reflects net property, plant and equipment of approximately $79.3$147.3 million at June 30, 20022004 compared to $55.1$104.7 million at June 30, 2001.
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On July 3, 2001,2003.
During the year ended June 30, 2004, we issued $30.0 million in over allotments for our 4%did not repurchase any convertible subordinated notes issue, increasingnotes.
For the total amount of convertible
subordinated notes then outstanding to $180.0 million. During fiscal 2002,year ended June 30, 2003 we repurchased $56.8$10.0 million face value of our outstanding convertible subordinated notes. The total purchase price of the notes was $49.1$9.4 million, including $0.6$0.2 million in accrued interest. We recognized a gain of $4.0$0.3 million, net of tax of $2.5$0.2 million, on these transactions. As atAt June 30, 2002,2004, we had convertible subordinated notes outstanding of $123.3$113.2 million.
We may from time to time seek to retire our convertible subordinated notes through cash purchases and/or exchanges for equity securities in open market purchases, privately negotiated transactions, or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, and our current or future contractual obligations, of the Company, if any, that may directly or indirectly apply to such transactions.
On November 15, 2001, we acquired all of the common stock of Labhardt Ag, our
Swiss distributor, for total cash consideration, including acquisition costs, of
$5.5 million. The acquisition has been accounted for as a purchase and,
accordingly, the results of operations of Labhardt Ag have been included in our
consolidated financial statements from November 15, 2001. The excess of the
purchase price over the fair value of the net identifiable assets acquired of
$1.3 million has been recorded as goodwill.
On May 14, 2002 we acquired all of the common stock of Servo Magnetics Inc.
("SMI") for total consideration, including acquisition costs, of $32.6 million.
Consideration included the issue of 853,448 shares for fair value of $24.8
million, with the balance of the acquisition cost paid in cash. Subsequent to
the acquisition, we repaid all SMI's existing bank loans totaling $3.0 million.
The acquisition has been accounted for as a purchase and accordingly, the
results of operations of SMI have been included in the Company's consolidated
financial statements from May 14, 2002. The excess of the purchase price over
the fair value of the net identifiable assets acquired of $1.9 million has been
recorded as goodwill.
On October 2, 2001, we paid $1.4 million as final consideration associated with
the purchase of MAP on February 16, 2001. The amount has been recorded as
goodwill.
On April 26, 2002, we settled our purchase of a 30-acre site at Norwest Business Park, located northwest of Sydney, Australia. The acquisition cost was $23.6 million, including deferred payments of $5.7 million duepaid in October 2002 and $5.7 million duepaid in April 2003. We expectcompleted the first building, a manufacturing facility to be operational on this site in December 2003.May 2004. New research and development and office facilities are expected to be completed in 2004.May 2006. We estimate that the additional building costs for the new research and development and office facilities will be approximately $30.0$54 million. On May 8, 2002, we completedWe expect to fund the project through a salecombination of cash on hand and leaseback transaction of our Australian
facility located at North Ryde in Sydney, Australia. The property was sold for
$18.5 million with a three-year leaseback and a further one-year option. The
profit before tax on sale of the property of $5.5 million will be amortized over
the lease period. The cash made availablegenerated from the sale will be utilized for
the construction of our new facilities at Norwest Business Park also located in
Sydney, Australia.
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On June 6, 2002, the Board of Directors authorized the Companyus to repurchase up to 44.0 million shares of itsour outstanding common stock. For fiscal year 2002,the years ended June 30, 2004 and 2003, we repurchased 290,047471,000 and 125,000 shares at a cost of $7.9$19.0 million and $3.5 million respectively. As at June 30, 2004, we have repurchased a total of 886,000 shares at a cost of $30.4 million. We may continue to repurchase shares of our common stock for cash in the open market, or in negotiated or block transactions, from time to time as market and business conditions warrant.
Details of contractual obligations at June 30, 20022004 are as follows:
| Payments Due by Period | |||||||||||
| In $000’s | Total | Less than 1 year | 1-3 years | 4-5 years | After 5 years | ||||||
Long-Term Debt | 113,250 | - | 113,250 | - | - | ||||||
Operating Leases | 11,223 | 4,947 | 5,178 | 1,098 | |||||||
Capital Leases | - | - | - | - | - | ||||||
Unconditional Purchase Obligations | 4,820 | 4,820 | - | - | - | ||||||
Total Contractual Cash Obligations | $ | 129,293 | 9,767 | 118,428 | 1,098 | - | |||||
-
Details of other commercial commitments at June 30, 20022004 are as follows:
Total Amounts Committed | Amount of Commitment Expiration Per Period | ||||||||||
| In $000’s | Less than 1 year | 1-3 years | 4-5 years | Over 5 years | |||||||
Lines of Credit | - | - | - | - | - | ||||||
Standby Letters of Credit | - | - | - | - | - | ||||||
Guarantees* | 1,761 | - | 886 | 349 | 526 | ||||||
Standby Repurchase Obligations | - | - | - | - | - | ||||||
Other Commercial Commitments | - | - | - | - | - | ||||||
Total Commercial Commitments | $ | 1,761 | - | 886 | 349 | 526 | |||||
| * | The above guarantees relate to guarantees required by statutory authorities as a pre-requisite to developing our site at Norwest and requirements under contractual obligations with insurance companies transacting with our German subsidiaries. |
The results of our international operations are affected by changes in exchange rates between currencies. Changes in exchange rates may negatively affect our consolidated net revenue and gross profit margins from international operations. We are exposed to the risk that the dollar value equivalent of anticipated cash flows willwould be adversely affected by changes in foreign currency exchange rates. We manage this risk through foreign currency option contracts.
We expect to satisfy all of our short term and long termlong-term liquidity requirements through a combination of cash on hand, and cash generated from operations.
CRITICAL ACCOUNTING PRINCIPLES AND ESTIMATES
In response to the SEC's Release numbers 33-8040 "Cautionary Advice Regarding
Disclosure About operations and a $15.0 million undrawn revolving line of credit with Union Bank of California.
Critical Accounting Policies"Principles and 33-8056, "Commission
Statement about Management's Discussion and Analysis of Financial Condition and
Results of Operations," we have identified the following critical accounting
policies that affect the more significant judgments and estimates used in the
preparation of our financial statements. Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, including those related to allowance for doubtful accounts, inventory reserves, warranty obligations, goodwill, impaired assets, intangible assets, income taxes revenue recognition and contingencies and litigation. contingencies.
We state these accounting policies in the notes to the financial statements and at relevant sections in this discussion and analysis. The estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could vary from those estimates under different assumptions or conditions.
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We believe that the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements:
(1) Allowance for Doubtful Accounts. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments, which results in bad debt expense. We determine the adequacy of this allowance by continually evaluating individual customer receivables, considering customer'sa customer’s financial condition, credit history and current economic conditions. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
(2) Inventory Adjustments. Inventories are stated at lower of cost or market and are determined by the first-in, first-out method. We review the components of inventory on a regular basis for excess, obsolete and impaired inventory based on estimated future usage and sales. The likelihood of any material inventory write-downs is dependent on changes in competitive conditions, new product introductions by us or our competitors, or rapid changes in customer demand.
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(3) Valuation of Goodwill, Intangible and Other Long-Lived Assets. We use assumptions in establishing the carrying value, fair value and estimated lives of our long-lived assets and goodwill. The criteria used for these evaluations include management'smanagement’s estimate of the asset'sasset’s continuing ability to generate positive income from operations and positive cash flow in future periods compared to the carrying value of the asset, as well as the strategic significance of any identifiable intangible asset in our business objectives. If assets are considered to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Useful lives and related amortization or depreciation expense are based on our estimate of the period that the assets will generate revenues or otherwise be used by the Company.us. Factors that would influence the likelihood of a material change in our reported results include significant changes in the asset'sasset’s ability to generate positive cash flow, loss of legal ownership or title to the asset, a significant decline in the economic and competitive environment on which the asset depends, significant changes in our strategic business objectives, utilization of the asset, and a significant change in the economic and/or political conditions in certain countries.
(4) Valuation of Deferred Income Taxes. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The likelihood of a material change in our expected realization of these assets is dependent on future taxable income, our ability to deduct tax loss carryforwards against future taxable income, the effectiveness of our tax planning and strategies among the various tax jurisdictions that we operate in, and any significant changes in the tax treatment received on our business combinations.
(5) Provision for Warranty. We provide for the estimated cost of product warranties at the time the related revenue is recognized. The amount of this provision is determined by using a financial model, which takes into consideration actual, historical expenses and potential risks associated with the
Company'sour different products. This financial model is then used to calculate the future probable expenses related to warranty and the required level of the warranty provision. Although we engage in product improvement programs and processes, our warranty obligation is affected by product failure rates and costs incurred to correct those product failures. Should actual product failure rates or estimated costs to repair those product failures differ from our estimates, revisions to our estimated warranty provision would be required.
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NEW ACCOUNTING PRONOUNCEMENTS
(6) Revenue Recognition. Revenue on product sales is recorded at the time of shipment, at which time title transfers to the customer. Revenue on product sales which require customer acceptance is not recorded until acceptance is received. Royalty revenue from license agreements is recorded when earned. Service revenue received in advance from service contracts is initially deferred and recognized ratably over the life of the service contract. Revenue received in advance from rental unit contracts is initially deferred and recognized ratably over the life of the rental contract. Revenue from sale of marketing and distribution rights is initially deferred and recognized ratably as revenue over the life of the contract. Freight charges billed to customers are included in revenue. All freight-related expenses are charged to cost of sales.
We do not offer a right of return or other recourse with respect to the sale of our products or similarly offer variable sale prices for subsequent events or activities. However, as part of our sales processes we may provide upfront discounts for large orders, one time special pricing to support new product introductions, sales rebates for centralized purchasing entities or price-breaks for regular order volumes. The costs of all such programs are recorded as an adjustment to revenue. In July 2002,our domestic sales activities we use a number of Manufacturer Representatives to sell our products. These representatives are paid a direct commission on sales and act as an integral component of our domestic sales force. We do not sell our products to these representatives, and do not recognize revenue on such shipments. Our products are predominantly therapy-based equipment and require no installation. As such, we have no significant installation obligations.
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Recently Issued Accounting Pronouncements
In December 2003, the SEC issued Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition” which codifies, revises and rescinds certain sections of SAB No. 101, “Revenue Recognition”, in order to make this interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The changes noted in SAB No. 104 did not have a material effect on our consolidated results of operations, consolidated financial position or consolidated cash flows.
In May 2003, the Financial Accounting Standards Board ("FASB"(“FASB”) issued Statementstatement of Financial Accounting Standards ("SFAS"financial accounting standard (“SFAS”) No. 146,150, Accounting for Restructuring
Costs.Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS 146 applies150 requires that certain financial instruments, which under previous guidance were accounted for as equity, must now be accounted for as liabilities. The financial instruments affected include mandatory redeemable stock, certain financial instruments that require or may require the issuer to costs associated with an exit activity (including
restructuring)buy back some of its shares in exchange for cash or with a disposal of long-lived assets. Those activities can
include eliminating or reducing product lines, terminating employeesother assets and contracts, and relocating plant facilities or personnel. Under SFAS 146, a
company will record a liability for a cost associated with an exit or disposal
activity whencertain obligations that liability is incurred and can be measured at fair value.
settled with shares of stock.
SFAS 146 will require a company to disclose information about its exit and
disposal activities, the related costs, and changes in those costs in the notes
to the interim and annual financial statements that include the period in which
an exit activity is initiated and in any subsequent period until the activity is
completed. SFAS 146150 is effective prospectively for exitall financial instruments entered into or disposal activities
initiatedmodified after DecemberMay 31, 2002, with earlier2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. We adopted SFAS No. 150 effective July 1, 2003. The adoption encouraged. Underof SFAS 146, a company may not restate its previously issued financial statements and
the new Statement grandfathers the accounting for liabilities that a company had
previously recorded under Emerging Issues Task Force Issue 94-3. The Company
believes that it will150 did not have a material impact on theour consolidated financial position or results of operations,
financial position and liquidity of the Company.
The FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections as of April 2002,
which is effective for fiscal years beginning after May 15, 2002, but may be
adopted early. SFAS 145 rescinds SFAS 4 and SFAS 64, which required that all
gains and losses from debt extinguishment of debt be aggregated, and if
material, classified as an extraordinary item. As a result, gains and losses
from debt extinguishment are to be classified as extraordinary only if they meet
the criteria set forth in Accounting Principles Board Opinion No. 30, Reporting
the Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. SFAS 145 also requires that sale-leaseback accounting be used for
capital lease modifications with economic effects similar to sale-leaseback
transactions. The Company has elected to early adopt SFAS No. 145 and has
classified gains from the extinguishment of debt as other income in its
Consolidated Statements of Income.
operation.
In August 2001,January 2003, the FASB issued SFASInterpretation No. 144, "Accounting for(“FIN”) 46, Consolidation of Variable Interest Entities, which addresses the Impairment or
Disposalconsolidation of Long-Lived Assets." For long-lived assets to be held and used, SFAS
No. 144 retains the requirements of SFAS No. 121 to (a) recognize an impairment
loss only if the carrying amount of a long-lived asset is not recoverable from
its undiscounted cash flows and (b) measure an impairment loss as the difference
between the carrying amount and fair value. Further, SFAS No. 144 eliminates
the requirement to allocate goodwill to long-lived assets to be tested for
impairment, describes a probability-weighted cash flow estimation approach to
deal with situationscertain entities (“variable interest entities”) in which alternative courses of action to recover the
carrying amount ofan enterprise has a long-lived asset are under consideration or a range is
estimated for the amount of possible future cash flows, and establishes a
"primary-asset" approach to determine the cash flow estimation period. For
long-lived assets to be disposed ofcontrolling financial interest through other than by sale (e.g. assets abandoned,
exchanged or distributed to owners in a spin-off), SFAS No. 144voting interests. FIN 46 requires that such assetsa variable interest entity be considered heldconsolidated by the holder of the majority of the expected risks and used until disposed of. Further, an
impairment loss should be recognized atrewards associated with the date an asset is exchangedactivities of the variable interest entity. FIN 46 was effective for a
similar productive asset or distributedvariable interest entities entered into prior to ownersFebruary 1, 2003 in a spin-off if the carrying
amount exceeds its fair value.periods beginning after June 15, 2003. The Company believes that it willadoption of FIN 46 did not have a material impact on theour financial condition or results of operations, financial position and liquidity
of the Company.
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July 2001,December 2003, the FASB issued SFAS No. 142, Goodwilla revision to FIN 46, to clarify some requirements and Other Intangible
Assets. As allowed underadd new scope exceptions. The revised guidance is effective for the Standard, the Company has adopted SFAS 142
effective July 1, 2001. SFAS 142 requires goodwill and intangible assets with
indefinite useful lives to no longer be amortized, but instead be tested for
impairment at least annually.
With thefirst reporting period beginning after December 15, 2003. The adoption of SFAS 142, the Company reassessed the useful lives and
residual values of all acquired intangible assets to make any necessary
amortization period adjustments. Based on that assessment, only goodwill was
determined to have an indefinite useful life and no adjustments were made to the
amortization period or residual values of other intangible assets.
In accordance with SFAS 142 the Company has completed its initial assessment of
goodwill impairment. The results of the review indicated that no impaired
goodwill currently exists.
Effective July 1, 2001, the Company adopted SFAS No. 141, "Business
Combinations". SFAS 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs would be capitalized as part of the carrying amount of the long-lived
asset and depreciated over the life of the asset. The liability is accreted at
the end of each period through charges to operating expense. If the obligation
is settled for other than the carrying amount of the liability, the Company will
recognize a gain or loss on settlement. The provisions of SFAS No. 143 are
effective for fiscal years beginning after June 15, 2002. The Company believes
that it willFIN 46R did not have a material impact on our financial condition or results of operations.
In April 2003, the FASB issued SFAS 149, Amendment of SFAS 133 on Derivative Instruments and Hedging Activities, which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS 133. SFAS 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS 149 did not have a material impact on our results of operations, financial position or liquidity.
In November 2002, the Emerging Issues Task Force (“EITF”) issued EITF Issue No. 00-21 “Accounting for Revenue Arrangements with Multiple Deliverables”. EITF Issue No. 00-21 addresses how to determine whether a revenue arrangement involving multiple deliverable contains more than one unit of accounting for the purposes of revenue recognition and liquidityhow the revenue arrangement consideration should be measured and allocated to the separate units of the Company.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET AND BUSINESS
RISKS
FOREIGN CURRENCY MARKET RISK
accounting. EITF Issue No. 00-21 applies to revenue arrangements entered into after June 15, 2003. The adoption of this statement did not have a material impact on our financial condition or results of operations.
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| ITEM 7A | QUANTITATIVEAND QUALITATIVE DISCLOSURESABOUT MARKETAND BUSINESS RISKS |
Foreign Currency Market Risk
Our functional currency is the U.S. dollar, although the financial statements of our non-U.S. subsidiaries are maintained in their respective local currencies, and as such we transact business in various foreign currencies, including a number of major European currencies as well as the Australian dollar. We have significant foreign currency exposure through both our Australian manufacturing activities and international sales operations.
We have established a foreign currency hedging program using purchased 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 our foreign currency exposures denominated in Euro'sEuro’s and the Australian dollar. Under this program, increases or decreases in our foreign-currency-denominated financial assets, liabilities, and firm commitments are partially offset by gains and losses on the hedging instruments. -29-
The table below provides information (in USU.S. dollars) on our foreign-currency
denominatedforeign-currency-denominated financial assets by legal entity functional currency:
| Foreign Currency Financial Assets | ||||||||||||||||||||||||||
| Australian dollar (AUD) | US dollar (USD) | Euro | Great Britain Pound | Singapore dollar | New Zealand dollar | Swedish Krona | Swiss Franc | Japanese Yen | ||||||||||||||||||
AUD | ||||||||||||||||||||||||||
Functional Currency Entities: | ||||||||||||||||||||||||||
Assets | $ | - | 45,885 | 10,032 | 3,907 | 817 | 492 | 641 | 685 | - | ||||||||||||||||
Liability | $ | - | (12,328 | ) | (469 | ) | (7,267 | ) | (118 | ) | (15 | ) | - | - | (221 | ) | ||||||||||
Net Total | $ | - | 33,557 | 9,563 | (3,360 | ) | 699 | 477 | 641 | 685 | (221 | ) | ||||||||||||||
USD | ||||||||||||||||||||||||||
Functional Currency Entities: | ||||||||||||||||||||||||||
Assets | $ | 20,648 | - | - | - | - | - | - | - | |||||||||||||||||
Liability | $ | - | - | - | - | - | - | - | - | |||||||||||||||||
Net Total | $ | 20,648 | - | - | - | - | - | - | - | |||||||||||||||||
Euro : | ||||||||||||||||||||||||||
Functional Currency Entities: | ||||||||||||||||||||||||||
Assets | $ | 7,697 | 92 | - | - | - | - | - | 1,578 | - | ||||||||||||||||
Liability | $ | (10 | ) | (283 | ) | - | - | - | - | - | - | - | ||||||||||||||
Net Total | $ | 7,687 | (191 | ) | - | - | - | - | - | 1,578 | - | |||||||||||||||
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The table below provides information about our foreign currency derivative financial instruments and presents suchthe information in U.S. 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 June 30, 2002.2004. The table presents the notional amounts and weighted average exchange rates by contractual maturity dates for our foreign currency derivative financial instruments. These notional amounts generally are used to calculate payments to be exchanged under the options contracts.
(In thousands except exchange rates) | FY 2005 | FY 2006 | Total | Fair Value As of June 30 | ||||||||
| 2004 | 2003 | |||||||||||
Foreign Exchange Call Options | ||||||||||||
(Receive AUD$/Pay U.S.$) | ||||||||||||
Option amount | $60,000 | $66,000 | $126,000 | $ | 1,816 | $ | 2,026 | |||||
Average contractual exchange rate | AUD $1 = USD 0.705 | AUD $1=USD 0.747 | AUD $1 = USD 0.726 | |||||||||
(Receive AUD$/Pay Euro) | ||||||||||||
Option amount | $14,623 | $ - | $14,623 | $ | 180 | $ | 552 | |||||
Average contractual exchange rate | AUD $1 = Euro 0.58 | AUD $1 = Euro 0.58 | ||||||||||
Interest Rate Risk
We are exposed to risk associated with changes in interest rates affecting the return on our investments.
At June 30, 2002,2004, we maintained a portion of our cash and cash equivalents in financial instruments with original maturities of three months or less. We maintain a short-term investment portfolio containing financial instruments in which the majority have original maturities of greater than three months but less than twelve months. These financial instruments, principally comprised of corporate obligations, are subject to interest rate risk and will decline in value if interest rates increase.
A hypothetical 100 basis point change in interest rates during the twelve months ended June 30, 2002,2004, would have resulted in approximately $0.3$0.2 million change in pretax income. In addition, the value of our marketable securities would change by approximately $0.3 million following a hypothetical 100 basis point change in interest rates. We do not use derivative financial instruments in our investment portfolio.
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FORWARD-LOOKING STATEMENTS
Forward-Looking Statements
This report on Form 10-K contains or may contain certain forward-looking statements and information that are based on theour management’s beliefs, of our management as well as on estimates and assumptions made by, and information currently available to our management. The words "believe," "expect," "anticipate," "estimate,"
"plan," "future"“believe,” “expect,” “anticipate,” “estimate,” “plan,” “future” and other similar expressions generally identify forward-looking statements, including, in particular, statements regarding the development and approval of new products and product applications, market expansion, pending litigation and the development of new markets for the
Company'sour products, such as the cardiovascular and stroke markets. These forward-looking statements are made pursuant tounder the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. You are cautionedshould not to
place undue relianceunduly rely on these forward-looking statements. Such forward-lookingForward-looking statements reflect the views of our management at the time suchthe statements are made and are subject to a number of risks, uncertainties, estimates and assumptions, including, without limitation, and in addition to those identified in the text surrounding such statements, those identified below and elsewhere in this report. In addition, important factors to consider in evaluating such forward-looking statements include changes or developments in social, economic, market, legal or regulatory circumstances, changes in our business or growth strategy or an inability to execute our strategy due
- 34 -
to changes in our industry or the economy generally, the emergence of new or growing competitors, the actions or omissions of third parties, including suppliers, customers, competitors and governmental authorities, and various other factors. Should any one or more of these risks or uncertainties materialize, or the underlying estimates or assumptions prove incorrect, actual results may vary significantly from those expressed in such forward-looking statements, and there can be no assurance that the forward-looking statements contained in this report will in fact occur.
RISK FACTORS
Risk Factors
The risks and uncertainties that may affect our business, financial condition or results of operations include the following:
OUR INABILITY TO COMPETE SUCCESSFULLY IN OUR MARKETS MAY HARM OUR BUSINESS.
Our inability to compete successfully in our markets may harm our business. The markets for our SDBsleep-disordered breathing products are highly competitive and are characterized by frequent product improvements and evolving technology. Our ability to compete successfully depends, in part, on our ability to develop innovative new products and to be the first to market with those products. The development of innovative new products by our competitors or the discovery of alternative treatments or potential cures for the conditions that our products treat could result inmake our products becoming noncompetitive or obsolete.
Additionally, some of our competitors have greater financial, research and development, manufacturing and marketing resources than we do. The past several years have seen a trend towards consolidation in the health care industry and in the markets for our products. Industry consolidation could result in greater competition if our competitors combine their resources or if our competitors are acquired by other companies with greater resources than ours. This competition could increase pressure on us to reduce the selling prices of our products or could cause us to increase our spending on research and development and sales and marketing. If we are unable to develop innovative new products, maintain competitive pricing, and offer products that consumers perceive to be as reliable as those of our competitors, our sales or gross margins could decrease which would harm our business.
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OUR BUSINESS DEPENDS ON OUR ABILITY TO MARKET EFFECTIVELY TO DEALERS OF HOME
HEALTH CARE PRODUCTS AND SLEEP CLINICS.
Our business depends on our ability to market effectively to dealers of home health care products and sleep clinics. We market our products primarily to home health care dealers and to sleep clinics that diagnose OSAobstructive sleep apnea and other sleep disorders. We believe that home health care dealers and sleep clinics play a significant role in determining which brand of product a patient will use. For example, in the United States,
when a physician at a sleep clinic prescribes the useThe success of a product, the patient
typically purchases the product from aour business depends on our ability to market effectively to home health care dealer. The physician
may or may not prescribe a specific brand of product. If a specific brand is
prescribed, we believe the brand prescribed depends upon the brand of productdealers and sleep clinics to ensure that is used in the sleep clinic. If a specific brand is not prescribed, the
home health care dealer may recommend a specific brand. Occasionally, even if
the physician prescribes a specific brand, a home health care dealer may
substitute a competitive product for the patient. our products are properly marketed and sold by these third parties.
We have limited resources to market to the more than 2,0002,500 U.S. sleep clinics and the more than 4,000 home health care dealer branch locations, most of which use, sell or recommend several brands of products. In addition, home health care dealers have experienced price pressures as government and third-party reimbursement have declined for home care products, and home health care dealers are requiring price discounts and longer periods of time to pay for products purchased from us. We cannot assure you that sleep clinic physicians will continue to prescribe our products, or that home health care dealers or patients will not substitute competing products when a prescription specifying our products has been written. The success of our business depends on our ability to market
effectively to home health care dealers and sleep clinics and to ensure that our
products are properly marketed and sold by these third parties.
We intend to expandhave expanded our marketing activities to target the population with a predisposition to SDBsleep- disordered breathing as well as primary care physicians and various medical specialists. We cannot assure you that these marketing efforts will be successful in increasing awareness of our products.
IF WE ARE UNABLE TO SUPPORT OUR CONTINUED GROWTH, OUR BUSINESS COULD SUFFER.
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Any inability to effectively market our products outside the U.S. could impact our profitability. Approximately half our revenues are generated outside the U.S., in approximately 60 different countries. Many of these countries have unique regulatory, medical, and business environments. If we are unable to effectively market our products outside the U.S., our overall financial performance could decline.
If we are unable to support our continued growth, our business could suffer. We have experienced rapid and substantial growth. As we continue to grow, the complexity of our operations increases, placing greater demands on our management. Our ability to manage our growth effectively depends uponon our ability to implement and improve our financial and management information systems on a timely basis and to effect other changes in our business. Unexpected difficulties during expansion, the failure to attract and retain qualified employees, the failure to successfully replace or upgrade our management information systems, the failure to manage costs or our inability to respond effectively to growth or plan for future expansion could cause our growth to stop. If we fail to manage our growth, our business could suffer.
IF WE FAIL TO INTEGRATE OUR RECENT ACQUISITION IN GERMANY WITH OUR OPERATIONS,
OUR BUSINESS COULD SUFFER.
On February 16, 2001,
If we acquired all of the outstanding shares of MAP located
near Munich, Germany. We are currently in the process of integratingfail to integrate our acquisitions with our operations, with thoseour business could suffer. The integration of MAP. The integrationour acquired operations requires significant efforts from our company and the acquired entity, for several years after each company. We may find it difficultacquisition. Although we acquired our MAP subsidiary in February 2001, our Labhardt subsidiary in November 2001, and our Servo Magnetics subsidiary in May 2002, we continue to integrate the operations of MAP. MAPadjust our business strategies, equipment, and personnel may leave MAP because of the acquisitionto achieve maximum efficiencies and MAP licensees,
distributors or suppliers may terminate their arrangements with MAP, or demand
amended terms to these arrangements. Additionally, our management may have their
attention diverted while trying to integrate the two companies. This diversion
or these difficulties in integration could have an adverse impact on us.success. If we are not able to successfully integrate the operations of MAP,our acquired entities, we may not fully realize the anticipated benefits of the MAP acquisition.
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WE MANUFACTURE SUBSTANTIALLY ALL OF OUR PRODUCTS OUTSIDE THE UNITED STATES AND
SELL A SIGNIFICANT PORTION OF OUR PRODUCTS IN NON-U.S. MARKETS, SUBJECTING US TO
VARIOUS RISKS RELATING TO INTERNATIONAL ACTIVITIES THAT COULD ADVERSELY AFFECT
OUR OVERALL PROFITABILITY.acquisitions.
We manufacture substantially all of our products outside the U.S. and sell a significant portion of our products in non-U.S. markets, subjecting us to various risks relating to international activities that could adversely affect our overall profitability. Sales outside North and Latin America accounted for approximately 51%, 48%52%, and 46%51% of our net revenues in fiscal years 2002, 20012004, 2003 and 2000,2002, respectively. We expect that sales within these areas will account for approximately 50% of our net revenues in the foreseeable future. Our sales outside of North America and our operations in Europe, Australia and Asia are subject to several difficulties and risks that are separate and distinct from those we face in our domesticU.S. operations, including:
- -
Fluctuations in foreign currency exchange rates could result in declines in our reported sales and earnings. Since our international sales and a significant portion of our manufacturing costs are denominated in local currencies and not in U.S. dollars, our reported sales and earnings are subject to fluctuations in foreign exchange rates. We had foreign currency transaction losses in recent periods and may have further losses in the future. We expect that international sales will continue to be a significant portion of our business and that a significant portion of our manufacturing costs will continue to be denominated in Australian dollars.
GOVERNMENT AND PRIVATE INSURANCE PLANS MAY NOT REIMBURSE PATIENTS FOR OUR
PRODUCTS, WHICH COULD RESULT IN REDUCTIONS IN SALES OR SELLING PRICES FOR OUR
PRODUCTS.
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Government and private insurance plans may not reimburse patients for our products, which could result in reductions in sales or selling prices for our products. Our ability to sell our products depends in large part on the extent to which reimbursement for the cost of our products will be available from government health administration authorities, private health insurers and other organizations. These third party payorspayers are increasingly challenging the prices charged for medical products and services. Therefore, even if a product is approved for marketing, we cannot assure you that reimbursement will be allowed for suchthe product, or that the reimbursement amount will be adequate or, that the reimbursement amount even if initially adequate, will not subsequently be reduced. For example, in some markets, such as Spain, France and Germany, government reimbursement is currently available for purchase or rental of our products but is subject to constraints such as price controls or unit sales limitations. In other markets, such as Australia and the United Kingdom, there is currently limited or no reimbursement for devices that treat sleep disorderedsleep-disordered breathing related respiratory conditions. Additionally, future legislation or regulation concerning the health care industry or third party or governmental coverage and reimbursement, particularly legislation or regulation limiting consumers'consumers’ reimbursement rights, may harm our business.
As we continue to develop new products, those products will generally not qualify for reimbursement, if at all, until they are approved for marketing. In the United States, we sell our products primarily to home health care dealers and to sleep clinics. We do not file claims and bill governmental programs and other third party payorspayers directly for reimbursement for our products. However, we are still subject to laws and regulations relating to governmental reimbursement programs, particularly Medicaid and Medicare.
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In particular, the federal Anti-Kickback Law prohibits persons from knowingly and willfully soliciting, receiving, offering or providing remuneration, directly or indirectly, to induce either the referral of an individual, or the furnishing, recommending or arranging for a good or service, for which payment may be made under a federal healthcarehealth care program such as the Medicare and Medicaid programs. The government has interpreted this law broadly to apply to the marketing and sales activities of manufacturers and distributors like us. Many states and other governments have adopted laws similar to the federal Anti-Kickback Law. We are also subject to other federal and state fraud laws applicable to payment from any third party payer. These laws prohibit persons from knowingly and willfully filing false claims or executing a scheme to defraud any healthcarehealth care benefit program, including private third party payors.payers. These laws may apply to manufacturers and distributors who provide information on coverage, coding, and reimbursement of their products to persons who do bill third party payors.payers. Any violation of these laws and regulations could result in civil and criminal penalties, including fines.
COMPLYING WITH FDA AND OTHER REGULATIONS IS AN EXPENSIVE AND TIME-CONSUMING
PROCESS, AND ANY FAILURE TO COMPLY COULD RESULT IN SUBSTANTIAL PENALTIES.
In addition to reimbursement for our products, our customers depend in part on reimbursement by government and private health insurers for other products. During fiscal year 2004, the US Government proposed reductions in reimbursement rates for some of these other products. Such proposed reductions, if they occur, may have a material impact on our customers. Any material impact on our customers may indirectly affect our sales to those customers, or the collectibility of receivables we have from those customers.
Complying with Food and Drug Administration and other regulations is an expensive and time-consuming process, and any failure to comply could result in substantial penalties. We are subject to various federal, state, local and international regulations regarding the testing, manufacture, distribution, marketing, promotion, record
keeping and reporting of our products. In particular, our failurebusiness activities. Failure to comply with FDAthese regulations could result in, among other things, recalls of our products, substantial fines and/orand criminal charges against us andor against our employees. PRODUCT SALES, INTRODUCTIONS OR MODIFICATIONS MAY BE DELAYED OR CANCELED AS A RESULT OF THErecall or other regulatory action could increase our costs, damage our reputation, and materially affect operating results.
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Product sales, introductions or modifications may be delayed or canceled as a result of the FDA OR SIMILAR FOREIGN REGULATIONS, WHICH COULD CAUSE OUR SALES TO
DECLINE.or similar foreign regulations, which could cause our sales and profits to decline. Before we can market or sell a new medical device in the United States, we must obtain FDA clearance, which can be a lengthy and time-consuming process. We generally receive clearance from the FDA to market our products in the United States under Section 510(k) of the Federal Food, Drug, and Cosmetic Act or our products are exempt from the 510(k) clearance process. We have modified some of our 510(k) approved products without submitting new 510(k) notices, which we do not believe were required. However, if the FDA disagrees with us and requires us to submit new 510(k) notifications for modifications to our existing products, we may be required to stop marketing the products while the FDA reviews the 510(k) notification.
Any new product introduction or existing product modification could be subjected to a lengthier, more rigorous FDA examination process. For example, in certain cases we may need to conduct clinical trials of a new product prior to submitting a 510(k) notice. Additionally, we may be required to obtain premarket approvals for our products. The requirements of these more rigorous processes could delay product introductions and increase the costs associated with FDA compliance. Marketing and sale of our products outside the United States are also subject to regulatory clearances and approvals, and if we fail to obtain these regulatory approvals, our sales could suffer.
We cannot assure you that any new products we develop will receive required regulatory approvals from U.S. or foreign regulatory agencies.
OFF LABEL MARKETING OF OUR PRODUCTS COULD RESULT IN SUBSTANTIAL PENALTIES.
Off-label marketing of our products could result in substantial penalties. Clearance under Section 510(k) only permits us to market our products for the uses indicated on the labeling cleared by the FDA. We may request additional label indications for our current products, and the FDA may deny those requests outright, require additional expensive clinical data to support any additional indications or impose limitations on the intended use of any cleared products as a condition of clearance. If the FDA determines that we have marketed our products for off labeloff-label use, we could be subject to fines, injunctions or other penalties.
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DISRUPTIONS IN THE SUPPLY OF COMPONENTS FROM OUR SINGLE SOURCE SUPPLIERS COULD
RESULT IN A SIGNIFICANT REDUCTION IN SALES AND PROFITABILITY.
Disruptions in the supply of components from our single source suppliers could result in a significant reduction in sales and profitability. We purchase uniquely configured components for our devices from various suppliers, including some who are single-source suppliers.suppliers for us. We cannot assure you that a replacement supplier would be able to configure its components for our devices on a timely basis or, in the alternative, that we would be able to reconfigure our devices to integrate the replacement part. A reduction or stoppagehalt in supply while a replacement supplier reconfigures its components, or while we reconfigure our componentsdevices for the replacement part, would limit our ability to manufacture our devices, which could result in a significant reduction in sales and profitability. We cannot assure you that our inventories would be adequate to meet our production needs during any prolonged interruption of supply.
OUR INTELLECTUAL PROPERTY MAY NOT PROTECT OUR PRODUCTS, AND OUR PRODUCTS MAY
INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
Our intellectual property may not protect our products, and our products may infringe on the intellectual property rights of third parties. We rely on a combination of patents, trade secrets and non-disclosure agreements to protect our intellectual property. Our success depends, in part, on our ability to obtain and maintain United States and foreign patent protection for our products, their uses and our processes to preserve our trade secrets and to operate without infringing on the proprietary rights of third parties. We have a number of pending patent applications, and we do not know whether any patents will issue from any of these applications. We do not know whether any of the claims in our issued patents or pending applications will provide us with any significant protection against competitive products or otherwise be commercially valuable. Legal standards regarding the validity of patents and the proper scope of their claims are still evolving, and there is no consistent law or policy regarding the valid breadth of claims. Additionally, there may be third party patents,
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patent applications and other intellectual property relevant to our products and technology which are not known to us and that block or compete with our products.
We face the risks that:
- -
Litigation may be necessary to enforce patents issued to us, to protect our proprietary rights, or to defend third party claims that we have infringed upon proprietary rights of others. The defense and prosecution of patent claims, including these pending claims, as well as participation in other inter-party proceedings, can be expensive and time consuming, even in those instances in which the outcome is favorable to us. If the outcome of any litigation or proceeding brought against us were adverse, we could be subject to significant liabilities to third parties, could be required to obtain licenses from third parties or could be required to cease sales of the affected products. Additionally, the laws regarding the enforceability of patents vary from country to country, and we cannot assure you that any patent issues we face will be uniformly resolved, or that local laws will provide us with consistent rights and benefits.
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WE ARE SUBJECT TO PRODUCT LIABILITY CLAIMS THAT MAY EXCEED THE SCOPE AND AMOUNT
OF OUR INSURANCE COVERAGE, WHICH WOULD EXPOSE US TO LIABILITY FOR UNINSURED
CLAIMS.
We are subject to potential product liability claims that may exceed the scope and amount of our insurance coverage, which would expose us to liability for uninsured claims. We are subject to potential product liability claims as a result of the design, manufacture and marketing of medical devices. Any product liability claim brought against us, with or without merit, could result in the increase of our product liability insurance rates. In addition, we would have to pay any amount awarded by a court in excess of our policy limits. Our insurance policies have various exclusions, and thus we may be subject to a product liability claim for which we have no insurance coverage, in which case, we may have to pay the entire amount of any award. We cannot assure you that our insurance coverage will be adequate or that all claims brought against us will be covered by our insurance. Insurance varies in cost and can be difficult to obtain, and we cannot assure you that we will be able to obtain insurance in the future on terms acceptable to us or at all. A successful product liability claim brought against us in excess of our insurance coverage, if any, may require us to pay substantial amounts, which could harm our business.
OUR BUSINESS COULD SUFFER IF WE LOSE THE SERVICES OF KEY MEMBERS OF OUR
MANAGEMENT.
We are dependent uponsubject to tax audits by various tax authorities in many jurisdictions. From time to time we may be audited by the continued servicestax authorities and were subject to tax audits in France, the U.S. and Germany during the year ended June 30, 2004. The tax audits in France and the U.S. were concluded in the year ended June 30, 2004 with no material adjustments. The German tax audit remains ongoing. Any assessment resulting from this audit could result in material changes to our past or future taxable income, tax payable or deferred tax assets, and could require us to pay penalties and interest that could materially adversely affect our financial results.
Our quarterly operating results are subject to fluctuation for a variety of key members of our senior
management and a limited number of key employees and consultants. The loss of
the services of any one of these individuals could significantly disrupt our
operations. Additionally, our future success will depend, among other factors,
on our ability to continue to hire and retain the necessary qualified
scientific, technical and managerial personnel. We compete for such personnel
with numerous other companies, academic institutions and organizations.
OUR QUARTERLY OPERATING RESULTS ARE SUBJECT TO FLUCTUATION FOR A VARIETY OF
REASONS.reasons. Our operating results have, from time to time, fluctuated on a quarterly basis and may be subject to similar fluctuations in the future. These fluctuations may result from a number of factors, including:
- -
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If a natural or man-made disaster strikes our manufacturing facilities, we will be unable to manufacture our products infor a substantial amount of time and our facilities in
Australia. Thesesales and profitability will decline. Our facilities and the manufacturing equipment we use to produce our products would be costly to replace and could require substantial lead timelead-time to repair or replace. The facilities may be affected by natural or man mademan-made disasters and in the event it was affected by a disaster, we would be forced to rely on third party manufacturers. Although we believe we possess adequate insurance for damage to our property and the disruption of our business from casualties, such insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.
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DELAWARE LAW, PROVISIONS IN OUR CHARTER AND OUR SHAREHOLDER RIGHTS PLAN COULD
MAKE THE ACQUISITION OF OUR COMPANY BY ANOTHER COMPANY MORE DIFFICULT.
Delaware law, provisions in our charter and our shareholder rights plan could make it difficult for another company to acquire us. Provisions of our certificate of incorporation may have the effect of delaying or preventing changes in control or management which might be beneficial to us or our securityholders.security holders. In particular, our board of directors is divided into three classes, serving for staggered three-year terms. Because of this classification it will require at least two annual meetings to elect directors constituting a majority of our board of directors.
Additionally, our board of directors has the authority to issue up to 2,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without further vote or action by the stockholders. Under our stockholder rights plan, we have also issued purchase rights to the holders of our common stock that entitle those holders to purchase our Series A Junior Participating Preferred Stock at a discount, under certain circumstances. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control, may discourage bids for our common stock at a premium over the market price of our common stock and may adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock.
YOU MAY NOT BE ABLE TO ENFORCE THE JUDGMENTS OF
You may not be able to enforce the judgments of U.S. COURTS AGAINST SOME OF OUR
ASSETS OR OFFICERS AND DIRECTORScourts against some of our assets or officers and directors. A substantial portion of our assets are located outside the United States. Additionally, two of our seven directors and threetwo of our eightfive executive officers reside outside the United States, along with all or a substantial portion of the assets of these persons. As a result, it may not be possible for investors to enforce judgments of U.S. courts relating to any liabilities under U.S. securities laws against our assets, those persons or their assets. In addition, we have been advised by our Australian counsel that some doubt exists as to the ability of investors to pursue claims based on U.S. securities laws against these assets or these persons in Australian courts.
The information contained in this section is not intended to be an exhaustive
description of the risks and uncertainties inherent in our business or in our
strategic plans. Please see Item 1 "Business" and Item 3 "Legal Proceedings".
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| ITEM 8 | CONSOLIDATED FINANCIAL STATEMENTSAND |
| a) | Index to Consolidated Financial Statements |
| b) | Supplementary Data |
Quarterly Financial Information (unaudited). - The quarterly results for the years ended June 30, 20022004 and 20012003 are summarized below (in thousands, except per share amounts):
| 2004 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Fiscal Year | ||||||||||
Net revenues | $ | 72,878 | $ | 82,292 | $ | 91,277 | $ | 92,891 | $ | 339,338 | |||||
Gross profit | 47,158 | 52,424 | 57,550 | 59,604 | 216,736 | ||||||||||
Net income | 12,249 | 14,151 | 15,029 | 15,855 | 57,284 | ||||||||||
Basic earnings per share | $ | 0.36 | $ | 0.42 | $ | 0.45 | $ | 0.47 | $ | 1.70 | |||||
Diluted earnings per share | $ | 0.35 | $ | 0.40 | $ | 0.43 | $ | 0.45 | $ | 1.63 | |||||
| b) | Supplementary Data, continued |
| 2003 | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Fiscal Year | ||||||||||
Net revenues | $ | 58,586 | $ | 65,293 | $ | 68,996 | $ | 80,695 | $ | 273,570 | |||||
Gross profit | 37,697 | 41,839 | 43,187 | 50,364 | 173,087 | ||||||||||
Net income | 9,571 | 10,384 | 12,250 | 13,524 | 45,729 | ||||||||||
Basic earnings per share | $ | 0.29 | $ | 0.31 | $ | 0.37 | $ | 0.41 | $ | 1.38 | |||||
Diluted earnings per share | $ | 0.28 | $ | 0.30 | $ | 0.35 | $ | 0.39 | $ | 1.33 | |||||
NB. Per share amounts for each quarter are computed independently, and, due to the computation formula, the sum of the four quarters may not equal the year.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
| ITEM 9 | CHANGESINAND DISAGREEMENTSWITH ACCOUNTANTSON ACCOUNTINGAND FINANCIAL DISCLOSURE |
None.
| ITEM 9A | CONTROLSAND PROCEDURES |
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such
- 41 -
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2004. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.
There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
| ITEM 10 | DIRECTORSAND EXECUTIVE OFFICERSOFTHE REGISTRANT |
Incorporated by reference to our definitive Proxy Statement for our November 11,
2002,18, 2004, meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, 2002.
On August 21, 2002, Dana Voien was appointed Senior Vice President, New
Business, Marketing and Clinical Education Affairs and replaced Dr Deirdre
Stewart as an Officer of the Company. Dr Stewart has been appointed to the new
position of Vice President, Strategic Clinical Initiatives.
On September 1, 2002, David Pendarvis was appointed Vice President, Global
General Counsel and an Officer of the Company. Norman DeWitt, ResMed's former
General Counsel and former officer, will be leaving full-time employment with
ResMed by the end of this calendar year.
ITEM 11 EXECUTIVE COMPENSATION
2004.
| ITEM 11 | EXECUTIVE COMPENSATION |
Incorporated by reference to our definitive Proxy Statement for our November 11,
2002,18, 2004, meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, 2002.
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ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
2004.
| ITEM 12 | SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERSAND MANAGEMENTAND RELATED STOCKHOLDER MATTERS |
Incorporated by reference to our definitive Proxy Statement for our November 11,
2002,18, 2004, meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after June 30, 2002.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
2004.
| ITEM 13 | CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS |
No material transactions.
PART IV
ITEM 14 EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULE, AND REPORTS
ON FORM 8-K
a) The following documents are filed as part of this report:
1. CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
The consolidated financial statements and schedule of the Company and its
consolidated subsidiaries are set forth in the "Index to Consolidated Financial
Statements" under Item 8 of this report.
2. EXHIBITS
2.1 Sale and Assignment Agreement, dated as of February 16, 2001 between
ResMed Inc, ResMed Beteiligungs GmbH and the shareholders of MAP
Medizin-Technologie GmbH*
2.2 Agreement and Plan of Merger dated as of May 14, 2002 among ResMed Inc.,
Servo Magnetics Acquisition Inc., Servo Magnetics Incorporated and Mr Leslie
Hoffman.
3.1 Certificate of Incorporation of Registrant, as amended**
3.2 By-laws of Registrant**
4.1 Form of certificate evidencing shares of Common Stock**
4.2 Rights agreement dated as of April 23, 1997***
4.3 Indenture dated as of June 20, 2001, between ResMed Inc and American
Stock Transfer & Trust Company******
4.4 Registration Rights Agreement dated as of June 20, 2001, by and between
ResMed Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Banc Alex Brown Inc., William Blair & Company, L.L.C.,
Macquarie Bank Limited and UBS Warburg LLC******
4.5 Registration Rights Agreement dated as of May 14, 2002 between ResMed
Inc., and Mr Leslie Hoffman
10.1 1995 Stock Option Plan**
10.2 1997 Equity Participation Plan****
10.3 Licensing Agreement between the University of Sydney and ResMed Limited
dated May 17, 1991, as amended**
10.4 Consulting Agreement between Colin Sullivan and ResMed Limited
effective from 1 January 1998*****
10.5 Loan Agreement between the Australian Trade Commission and ResMed
Limited dated May 3, 1994**
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ITEM 14 EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULE, AND REPORTS
ON FORM 8-K (CONTINUED)
10.6 Lease for 10121 Carroll Canyon Road, San Diego CA 92131-1109, USA*****
10.7 Sale and Leaseback Agreements for 97 Waterloo Rd, North Ryde, Australia
10.8 Employment Agreement dated as of May 14, 2002, between Servo Magnetics
Acquisition Inc., and Mr Leslie Hoffman.
10.9 Agreement for the purchase of Lot 6001, Norwest Boulevarde, Norwest
Business Park, Baulkham Hills, Australia
11.1 Computation of Earnings per Common Share
21.1 Subsidiaries of the Registrant
23.1 Independent Auditors' Consent and Report on Schedule
*Incorporated by reference to the Registrant's Report on Form 8-K dated March 2,
2001.
**
| ITEM 14 | PRINCIPAL ACCOUNTANT FEESAND SERVICES |
Incorporated by reference to our definitive Proxy Statement for our November 18, 2004, meeting of stockholders, which will be filed with the Registrant's Registration Statement on Form
S-1 (No. 33-91094) declared effective on June 1, 1995.
***Incorporated by reference to the Registrant's Registration Statement on Form
8-A12G filed on April 25, 1997.
****Incorporated by reference to the Registrant's 1997 Proxy Statement.
*****Incorporated by reference to the Registrant's Report on Form 10-K datedSecurities and Exchange Commission within 120 days after June 30, 1998.
******Incorporated by reference to the Registrant's Report on Form 10-K dated
June 30, 2001.
b)2004.
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PART IV
| ITEM 15 | EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULE,AND REPORTSON FORM 8-K |
| A. | The following documents are filed as part of this report: |
| 1. | Consolidated Financial Statements and Schedule | |
| The consolidated financial statements and schedule of the Company and its consolidated subsidiaries are set forth in the “Index to Consolidated Financial Statements” under Item 8 of this report. | ||
| 2. | Exhibits | |
| 2.1 | Agreement and Plan of Merger dated as of May 14, 2002 among ResMed Inc., Servo Magnetics Acquisition Inc., Servo Magnetics Incorporated and Mr Leslie Hoffman(6) | |
| 3.1 | Certificate of Incorporation of Registrant, as amended(1) | |
| 3.2 | By-laws of Registrant(1) | |
| 4.1 | Form of certificate evidencing shares of Common Stock(1) | |
| 4.2 | Rights agreement dated as of April 23, 1997(2) | |
| 4.3 | Indenture dated as of June 20, 2001, between ResMed Inc and American Stock Transfer & Trust Company(5) | |
| 4.4 | Registration Rights Agreement dated as of June 20, 2001, by and between ResMed Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Banc Alex Brown Inc., William Blair & Company, L.L.C., Macquarie Bank Limited and UBS Warburg LLC (5) | |
| 4.5 | Registration Rights Agreement dated as of May 14, 2002 between ResMed Inc., and Mr Leslie Hoffman(6) | |
| 10.1 | 1995 Stock Option Plan(1) | |
| 10.2 | 1997 Equity Participation Plan(3) | |
| 10.3 | Licensing Agreement between the University of Sydney and ResMed Limited dated May 17, 1991, as amended(1) | |
| 10.5 | Loan Agreement between the Australian Trade Commission and ResMed Limited dated May 3, 1994(1) | |
| 10.6 | Lease for 10121 Carroll Canyon Road, San Diego CA 92131-1109, USA(4) | |
| 10.7 | Sale and Leaseback Agreements for 97 Waterloo Rd, North Ryde, Australia(5) | |
| 10.8 | Employment Agreement dated as of May 14, 2002, between Servo Magnetics Acquisition Inc., and Mr Leslie Hoffman(6) | |
| 10.9 | Agreement for the purchase of Lot 6001, Norwest Boulevarde, Norwest Business Park, Baulkham Hills, Australia(6) | |
| 10.10 | 2003 Employee Stock Purchase Plan(7) | |
| 11.1 | Computation of Earnings per Common Share | |
| 21.1 | Subsidiaries of the Registrant | |
| 23.1 | Independent Registered Public Accounting Firm’s Consent and Report on Schedule | |
- 43 -
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| (1) | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (No. 33-91094) declared effective on June 1, 1995. |
| (2) | Incorporated by reference to the Registrant’s Registration Statement on Form 8-A12G filed on April 25, 1997. |
| (3) | Incorporated by reference to the Registrant’s 1997 Proxy Statement. |
| (4) | Incorporated by reference to the Registrant’s Report on Form 10-K dated June 30, 1998. |
| (5) | Incorporated by reference to the Registrant’s Report on Form 10-K for the year ended June 30, 2001. |
| (6) | Incorporated by reference to the Registrant’s Report on Form 10-K for the year ended June 30, 2002. |
| (7) | Incorporated by reference to the Registrant’s 2003 Proxy Statement. |
B. Reports on Form 8-K
None.
-40-
INDEPENDENT AUDITORS' REPORT
On April 29, 2004 we furnished a report on Form 8-K that announced Peter C. Farrell, Ph.D., ResMed Inc.’s Chairman of the Board and Chief Executive Officer, stated on April 28, 2004 that, in his view, analyst estimates of ResMed’s net profit for the fiscal year ending June 30, 2004, of approximately $56 million “are not silly.” Dr. Farrell also announced that ResMed is considering de-listing from the Australian Stock Exchange due to the expenses associated with complying with two sets of listing requirements, particularly given differences in the regulatory requirements, and the potential impact ResMed’s policy of not paying dividends may have on its trading price in Australia.
- 44 -
REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
ResMed Inc:
We have audited the accompanying consolidated balance sheets of ResMed Inc and subsidiaries as of June 30, 2002,2004, and 2001,2003, and the related consolidated statements of income, stockholders'stockholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2002.2004. These consolidated financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditingthe standards generally accepted
inof the United States of America.Public Company Public Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ResMed Inc. and subsidiaries as of June 30, 20022004 and 2001,2003, and the results of their operations and their cash flows for each of the years in the three-year period ended June 30, 2002,2004, in conformity with accounting principlesU.S. generally accepted in the
United States of America.
accounting principles.
As discussed in Note 68 to the consolidated financial statements, the Company has adopted the provisions of SFAS No. 142 "Accounting“Accounting for Goodwill and Other Intangible Assets"Assets” and accordingly has changed its method of accounting for goodwill.
/S/ KPMG LLP
San Diego, California
August 9,goodwill in 2002 -F1-
/s/ KPMG LLP |
San Diego, California |
August 13, 2004 |
F1
Consolidated Balance Sheets
June 30, 2004 and 2003
(In thousands, except share and per share data)
June 30, 2004 | June 30, 2003 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 128,907 | $ | 114,491 | |||||
Marketable securities available for sale (note 4) | 12,021 | 6,533 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $3,197 and $2,474 at June 30, 2004 and 2003, respectively | 67,242 | 56,694 | ||||||
Inventories, net (note 5) | 55,797 | 49,386 | ||||||
Deferred income taxes (note 13) | 7,041 | 8,301 | ||||||
Prepaid expenses and other current assets | 6,821 | 6,500 | ||||||
Total current assets | 277,829 | 241,905 | ||||||
Property, plant and equipment, net of accumulated depreciation of $60,330 and $45,379 at June 30, 2004 and 2003 respectively (note 7) | 147,268 | 104,687 | ||||||
Patents, net of accumulated amortization of $4,961 and $3,437 at June 30, 2004 and 2003, respectively | 4,814 | 3,745 | ||||||
Goodwill (note 8) | 106,075 | 102,160 | ||||||
Other assets | 8,173 | 7,098 | ||||||
Total non-current assets | 266,330 | 217,690 | ||||||
Total assets | $ | 544,159 | $ | 459,595 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 18,574 | $ | 19,368 | ||||
Accrued expenses (note 9) | 22,591 | 19,140 | ||||||
Deferred Revenue | 8,759 | 6,355 | ||||||
Income taxes payable | 8,470 | 3,408 | ||||||
Current portion of deferred profit on sale-leaseback | 2,197 | 2,312 | ||||||
Total current liabilities | 60,591 | 50,583 | ||||||
Non-current liabilities: | ||||||||
Deferred revenue | 8,819 | 7,210 | ||||||
Convertible subordinated notes (note 10) | 113,250 | 113,250 | ||||||
Deferred profit on sale-leaseback | - | 2,119 | ||||||
Total non-current liabilities | 122,069 | 122,579 | ||||||
Total liabilities | 182,660 | 173,162 | ||||||
Commitments and contingencies (notes 16 and 18) | - | - | ||||||
Stockholders’ equity: (note 11) | ||||||||
Preferred stock, $.01 par value, 2,000,000 shares authorized; none issued | - | - | ||||||
Series A Junior Participating preferred stock, $0.01 par value, 250,000 shares authorized; none issued | - | - | ||||||
Common stock, $.004 par value, 100,000,000 shares authorized; | ||||||||
Issued and outstanding 33,858,272 at June 30, 2004 and 33,370,885 at June 30, 2003 (excluding 886,369 and 415,365 shares held as Treasury Stock respectively) | 135 | 134 | ||||||
Additional paid-in capital | 132,875 | 107,432 | ||||||
Retained earnings | 217,656 | 160,372 | ||||||
Treasury stock | (30,440 | ) | (11,415 | ) | ||||
Accumulated other comprehensive income | 41,273 | 29,910 | ||||||
Total stockholders’ equity | 361,499 | 286,433 | ||||||
Total liabilities and stockholders’ equity | $ | 544,159 | $ | 459,595 | ||||
See accompanying notes to consolidated financial statements.
-F2-
RESMED INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
(IN THOUSANDS, EXCEPT PER SHARE DATA)
June 30, June 30, June 30,
2002 2001 2000
Net revenues $204,076 $155,156 $115,615
Cost of sales 70,827 50,377 36,991
Gross profit 133,249 104,779 78,624
Operating expenses:
Selling, general and administrative 64,481 49,364 36,987
Provision for restructure (note 7) - 550 -
In-process research and development write off (note 15) 350 17,677 -
Research and development 14,910 11,146 8,499
Donations to Research Foundations 2,349 - -
Total operating expenses 82,090 78,737 45,486
Income from operations 51,159 26,042 33,138
Other income (expenses):
Gain on extinguishment of debt 6,549 - -
Interest income (expense), net (3,224) (762) 801
Government grants - 72 279
Other, net (note 10) 108 1,962 (52)
Total other income (expenses), net 3,433 1,272 1,028
Income before income taxes 54,592 27,314 34,166
Income taxes (note 11) 17,086 15,684 11,940
Net income $ 37,506 $ 11,630 $ 22,226
Basic earnings per share $ 1.17 $ 0.37 $ 0.74
Diluted earnings per share $ 1.10 $ 0.35 $ 0.69
Basic shares outstanding 32,174 31,129 30,153
Diluted shares outstanding 34,080 33,484 32,303
F2
Consolidated Statements of Income
Years Ended June 30, 2004, 2003 and 2002
(In thousands, except share and per share data)
June 30, 2004 | June 30, 2003 | June 30, 2002 | ||||||||||
Net revenues | $ | 339,338 | $ | 273,570 | $ | 204,076 | ||||||
Cost of sales | 122,602 | 100,483 | 70,827 | |||||||||
Gross profit | 216,736 | 173,087 | 133,249 | |||||||||
Operating expenses: | ||||||||||||
Selling, general and administrative | 104,706 | 85,313 | 64,481 | |||||||||
Research and development | 26,169 | 20,534 | 14,910 | |||||||||
Donations to Research Foundations | 500 | - | 2,349 | |||||||||
In-process research and development write off | - | - | 350 | |||||||||
Total operating expenses | 131,375 | 105,847 | 82,090 | |||||||||
Income from operations | 85,361 | 67,240 | 51,159 | |||||||||
Other income (expenses): | ||||||||||||
Gain on extinguishment of debt | - | 529 | 6,549 | |||||||||
Interest income (expense), net | (1,683 | ) | (2,549 | ) | (3,224 | ) | ||||||
Other, net (note 12) | 990 | 1,907 | 108 | |||||||||
Total other income (expenses), net | (693 | ) | (113 | ) | 3,433 | |||||||
Income before income taxes | 84,668 | 67,127 | 54,592 | |||||||||
Income taxes (note 13) | 27,384 | 21,398 | 17,086 | |||||||||
Net income | $ | 57,284 | $ | 45,729 | $ | 37,506 | ||||||
Basic earnings per share | $ | 1.70 | $ | 1.38 | $ | 1.17 | ||||||
Diluted earnings per share | $ | 1.63 | $ | 1.33 | $ | 1.10 | ||||||
Basic shares outstanding | 33,694 | 33,054 | 32,174 | |||||||||
Diluted shares outstanding | 35,125 | 34,439 | 34,080 | |||||||||
See accompanying notes to consolidated financial statements.
-F3-
RESMED INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
(IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------------------------------
Accumulated
Common Stock Additional Treasury Stock Other
------------ Paid-in -------------- Retained Comprehensive
Shares Amount Capital Shares Amount Earnings Income (loss) Total
- ------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1999 29,616 $118 $33,677 $ 43,281 ($5,429) $ 71,647
Common stock issued to consultants 10 - 126 - - 126
Common stock issued on exercise of options (note 9) 968 4 6,376 - - 6,380
Tax benefit from exercise of options - - 1,316 - - 1,316
Comprehensive income:
Net income - - - 22,226 - 22,226
Other comprehensive income
Foreign currency translation adjustments (7,723) (7,723)
Comprehensive income
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2000 30,594 122 41,495 65,507 (13,152) 93,972
Common stock issued on exercise of options (note 9) 885 4 7,939 - - 7,943
Tax benefit from exercise of options - - 3,241 - - 3,241
Comprehensive income:
Net income - - - 11,630 - 11,630
Other comprehensive income
Foreign currency translation adjustments - - - - (16,420) (16,420)
Comprehensive income/(loss)
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2001 31,479 126 52,675 77,137 (29,572) 100,366
Common stock issued on exercise of options (note 9) 776 3 9,778 - 9,781
Common stock issued for acquisitions 853 3 24,781 24,784
Treasury stock purchases (290) (7,873) (7,873)
Tax benefit from exercise of options - - 6,919 - 6,919
Comprehensive income:
Net income 37,506 37,506
Other comprehensive income
Foreign currency translation adjustments 21,342 21,342
Unrealized gains on marketable securities 105 105
Comprehensive income/(loss)
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 2002 33,108 $132 $94,153 (290) $(7,873) $114,643 $ (8,125) $192,930
- -------------------------------------------------------------------------------------------------------------------------------
(TABLE CONTINUED)
- ------------------------------------------------------------------
Comprehensive
Income
- ------------------------------------------------------------------
BALANCE, JUNE 30, 1999
Common stock issued to consultants
Common stock issued on exercise of options (note 9)
Tax benefit from exercise of options
Comprehensive income:
Net income $ 22,226
Other comprehensive income
Foreign currency translation adjustments (7,723)
Comprehensive income $ 14,503
- ------------------------------------------------------------------
BALANCE, JUNE 30, 2000
Common stock issued on exercise of options (note 9)
Tax benefit from exercise of options
Comprehensive income:
Net income $ 11,630
Other comprehensive income
Foreign currency translation adjustments (16,420)
Comprehensive income/(loss) $ (4,790)
- ------------------------------------------------------------------
BALANCE, JUNE 30, 2001
Common stock issued on exercise of options (note 9)
Common stock issued for acquisitions
Treasury stock purchases
Tax benefit from exercise of options
Comprehensive income:
Net income 37,506
Other comprehensive income
Foreign currency translation adjustments 21,342
Unrealized gains on marketable securities 105
Comprehensive income/(loss) $ 58,953
- ------------------------------------------------------------------
BALANCE, JUNE 30, 2002
- ------------------------------------------------------------------
F3
Consolidated Statements of Stockholders’ Equity
Years ended June 30, 2004, 2003 and 2002
(In thousands)
| Additional | Accumulated Other | ||||||||||||||||||||||||||||||
| Common Stock | Paid-in | Treasury Stock | Retained | Comprehensive | Comprehensive | ||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | Earnings | Income (loss) | Total | Income | |||||||||||||||||||||||
Balance, June 30, 2001 | 31,479 | $ | 126 | $ | 52,675 | - | - | $ | 77,137 | $ | (29,572 | ) | $ | 100,366 | |||||||||||||||||
Common stock issued on exercise of options (note 11) | 776 | 3 | 9,778 | - | - | - | - | 9,781 | |||||||||||||||||||||||
Common stock issued for acquisitions | 853 | 3 | 24,781 | - | - | 24,784 | |||||||||||||||||||||||||
Treasury stock purchases | (290 | ) | (7,873 | ) | - | (7,873 | ) | ||||||||||||||||||||||||
Tax benefit from exercise of options | - | - | 6,919 | - | - | - | - | 6,919 | |||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||
Net income | 37,506 | - | 37,506 | 37,506 | |||||||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||||||||||
Foreign currency translation adjustments | 21,342 | 21,342 | 21,342 | ||||||||||||||||||||||||||||
Unrealized gains on marketable securities | 105 | 105 | 105 | ||||||||||||||||||||||||||||
Comprehensive income/(loss) | $ | 58,953 | |||||||||||||||||||||||||||||
Balance, June 30, 2002 | 33,108 | 132 | 94,153 | (290 | ) | (7,873 | ) | 114,643 | (8,125 | ) | 192,930 | ||||||||||||||||||||
Common stock issued on exercise of options (note 11) | 678 | 2 | 9,029 | 9,031 | |||||||||||||||||||||||||||
Treasury stock purchases | (125 | ) | (3,542 | ) | (3,542 | ) | |||||||||||||||||||||||||
Tax benefit from exercise of options | 4,250 | 4,250 | |||||||||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||
Net income | 45,729 | 45,729 | 45,729 | ||||||||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||||||||||
Foreign currency translation adjustments | 38,131 | 38,131 | 38,131 | ||||||||||||||||||||||||||||
Unrealized losses on marketable securities | (96 | ) | (96 | ) | (96 | ) | |||||||||||||||||||||||||
Comprehensive income/(loss) | $ | 83,764 | |||||||||||||||||||||||||||||
Balance, June 30, 2003 | 33,786 | 134 | 107,432 | (415 | ) | (11,415 | ) | 160,372 | 29,910 | 286,433 | |||||||||||||||||||||
Common stock issued on exercise of options (note 11) | 958 | 3 | 20,338 | 20,341 | |||||||||||||||||||||||||||
Treasury stock purchases | (2 | ) | (471 | ) | (19,025 | ) | (19,027 | ) | |||||||||||||||||||||||
Tax benefit from exercise of options | 5,105 | 5,105 | |||||||||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||
Net income | 57,284 | 57,284 | 57,284 | ||||||||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||||||||||
Foreign currency translation adjustments | 11,366 | 11,366 | 11,366 | ||||||||||||||||||||||||||||
Unrealized losses on marketable securities | (3 | ) | (3 | ) | (3 | ) | |||||||||||||||||||||||||
Comprehensive income/(loss) | $ | 68,647 | |||||||||||||||||||||||||||||
Balance, June 30, 2004 | 34,744 | $ | 135 | $ | 132,875 | (886 | ) | $ | (30,440 | ) | $ | 217,656 | $ | 41,273 | $ | 361,499 | |||||||||||||||
See accompanying notes to consolidated financial statements.
-F4-
RESMED INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2002, 2001 AND 2000
(IN THOUSANDS)
June 30, June 30, June 30,
2002 2001 2000
Cash flows from operating activities:
Net income: $ 37,506 $ 11,630 $ 22,226
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 9,972 7,015 6,248
Goodwill amortization - 1,430 690
Provision for service warranties (85) 174 184
Deferred income taxes (6,153) (2,306) 77
Foreign currency options revaluation 767 2,766 2,158
Deferred borrowing costs 1,254 - -
Tax benefit from stock options exercised 6,919 3,241 1,316
Gain on extinguishment of debt (6,549) - -
Other, net (162) - 126
Restructuring provision - 550 -
Purchased in-process research and development write off 350 17,677 -
Changes in operating assets and liabilities, net of effect
of acquisitions:
Accounts receivable, net (9,765) (5,531) (7,394)
Inventories, net (7,063) (8,130) (6,027)
Prepaid expenses and other current assets 4,785 (3,470) (1,572)
Accounts payable, accrued expenses and other liabilities 3,864 4,474 2,243
Net cash provided by operating activities 35,640 29,520 20,275
---------- ---------- ---------
Cash flows from investing activities:
Purchases of property, plant and equipment (28,185) (27,459) (16,168)
Purchases of marketable securities - available for sale (393,072) (79,879) (36,804)
Proceeds from sale of marketable securities - available for sale 435,871 20,976 38,717
Patent registration costs (1,720) (516) (961)
Business acquisitions, net of cash acquired of $812 (note 15) (13,871) (55,070) (576)
Purchases of investments (3,987) (2,602) (2,732)
Proceeds from sale-leaseback 18,500 - -
Net cash provided by (used in) investing activities 13,536 (144,550) (18,524)
---------- ---------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock, net 9,781 7,943 6,380
Repayment of borrowings (3,022) (82,854) -
Proceeds from borrowings, net of borrowing costs 28,402 213,937 -
Redemption of borrowings (48,454) - -
Purchases of treasury stock (7,873) - -
Net cash provided by (used in) financing activities (21,166) 139,026 6,380
---------- ---------- ---------
Effect of exchange rate changes on cash 4,714 (2,110) (989)
Net increase in cash and cash equivalents 32,724 21,886 7,142
Cash and cash equivalents at beginning of the year 40,136 18,250 11,108
Cash and cash equivalents at end of the year $ 72,860 $ 40,136 $ 18,250
---------- ---------- ---------
Supplemental disclosure of cash flow information:
Income taxes paid $ 18,328 $ 12,908 $ 9,716
Interest paid 6,557 1,439 -
Fair value of assets acquired in acquisitions $ 9,060 $ 33,139 $ 383
Liabilities assumed (5,872) (24,821) (36)
Goodwill on acquisition 36,279 47,119 229
Fair value of shares issued for acquisitions (24,784) - -
Cash paid for acquisition, including acquisition costs $ 14,683 $ 55,437 $ 576
---------- ---------- ---------
F4
Consolidated Statements of Cash Flows
Years ended June 30, 2004, 2003 and 2002
(In thousands)
| June 30, 2004 | June 30, 2003 | June 30, 2002 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 57,284 | $ | 45,729 | $ | 37,506 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
by operating activities: | ||||||||||||
Depreciation and amortization | 17,867 | 12,583 | 9,972 | |||||||||
Provision for service warranties | 213 | 332 | (85 | ) | ||||||||
Deferred income taxes | 1,259 | 2,002 | (6,153 | ) | ||||||||
Foreign currency options revaluation | 982 | (2,117 | ) | 767 | ||||||||
Deferred borrowing costs | 804 | 834 | 1,254 | |||||||||
Tax benefit from stock options exercised | 5,105 | 4,250 | 6,919 | |||||||||
Gain on extinguishment of debt | - | (529 | ) | (6,549 | ) | |||||||
Release of profit on sale of building | (2,440 | ) | (2,012 | ) | - | |||||||
Other, net | - | - | (162 | ) | ||||||||
Purchased in-process research and development write off | - | - | 350 | |||||||||
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||||||||||
Accounts receivable, net | (13,129 | ) | (6,102 | ) | (9,765 | ) | ||||||
Inventories, net | (6,722 | ) | (2,988 | ) | (7,063 | ) | ||||||
Prepaid expenses and other current assets | 15 | (2,333 | ) | 4,785 | ||||||||
Accounts payable, accrued expenses and other liabilities | 15,303 | 9,635 | 3,864 | |||||||||
Net cash provided by operating activities | 76,541 | 59,284 | 35,640 | |||||||||
Cash flows from investing activities: | ||||||||||||
Purchases of property, plant and equipment | (57,246 | ) | (25,635 | ) | (28,185 | ) | ||||||
Purchases of marketable securities - available for sale | (78,890 | ) | (13,544 | ) | (393,072 | ) | ||||||
Proceeds from sale of marketable securities - available for sale | 73,376 | 26,845 | 435,871 | |||||||||
Patent registration costs | (2,358 | ) | (1,560 | ) | (1,720 | ) | ||||||
Business acquisitions, net of cash acquired | (184 | ) | (300 | ) | (13,871 | ) | ||||||
Purchases of non-trading investments | (1,535 | ) | (1,625 | ) | (3,987 | ) | ||||||
Proceeds from sale of non-trading investments | - | 3,936 | - | |||||||||
Proceeds from sale-leaseback | - | - | 18,500 | |||||||||
Net cash provided by (used in) investing activities | (66,837 | ) | (11,883 | ) | 13,536 | |||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from issuance of common stock, net | 20,341 | 9,031 | 9,781 | |||||||||
Repayment of borrowings | - | - | (3,022 | ) | ||||||||
Proceeds from borrowings, net of borrowing costs | - | - | 28,402 | |||||||||
Redemption of borrowings, convertible note | - | (9,217 | ) | (48,454 | ) | |||||||
Purchases of treasury stock | (19,027 | ) | (3,542 | ) | (7,873 | ) | ||||||
Installment payment for property purchase | - | (12,609 | ) | - | ||||||||
Net cash provided by (used in) financing activities | 1,314 | (16,337 | ) | (21,166 | ) | |||||||
Effect of exchange rate changes on cash | 3,398 | 10,567 | 4,714 | |||||||||
Net increase in cash and cash equivalents | 14,416 | 41,631 | 32,724 | |||||||||
Cash and cash equivalents at beginning of the year | 114,491 | 72,860 | 40,136 | |||||||||
Cash and cash equivalents at end of the year | $ | 128,907 | $ | 114,491 | $ | 72,860 | ||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Income taxes paid | $ | 15,141 | $ | 21,308 | $ | 18,328 | ||||||
Interest paid | 4,530 | 4,530 | 6,557 | |||||||||
Fair value of assets acquired in acquisitions | 95 | - | $ | 9,060 | ||||||||
Liabilities assumed | - | - | (5,872 | ) | ||||||||
Goodwill on acquisition | 89 | 300 | 36,279 | |||||||||
Fair value of shares issued for acquisitions | - | - | (24,784 | ) | ||||||||
Cash paid for acquisition, including acquisition costs | $ | 184 | $ | 300 | $ | 14,683 | ||||||
See accompanying notes to consolidated financial statements.
-F5-
RESMED INC
F5
RESMED INC.AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2002 AND 2001
1. ORGANIZATION AND BASIS OF PRESENTATION
2004 and 2003
| (1) | Organization and Basis of Presentation |
ResMed IncInc. (the "Company"“Company”) is a Delaware corporationCorporation formed in March 1994 as a holding company for the ResMed Holdings Ltd (RHL), a company resident in
Australia. The Company designs, manufacturesGroup. Through our subsidiaries, we design, manufacture and marketsmarket devices for the evaluation and treatment of sleep disorderedsleep-disordered breathing, primarily obstructive sleep apnea. The Company's corporate officesOur manufacturing operations are based in San Diego, California
with its principal manufacturing operation located in Australia. Other majorAustralia, Germany, and the United States of America. Major distribution and sales sites are located in the United States of America, Germany, France, United Kingdom, France, Germany, Sweden, Switzerland, Australia and Singapore.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Consolidation
Sweden.
| (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 onin consolidation.
The preparation of financial statements in conformity with accounting
principlesU.S. generally accepted in the United States of Americaaccounting principles requires management estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from management'smanagement’s estimates.
(b) Revenue Recognition
| (b) | Revenue Recognition |
Revenue on product sales is generally recorded upon shipment, at which time title transfers to the time of shipment.customer. Revenue on product sales which require customer acceptance is not recorded until acceptance is received. Royalty revenue from license agreements is recorded when earned. Service revenue received in advance from service contracts is initially capitalizeddeferred and progressively recognized as revenueratably over the life of the service contract. Revenue received in advance from rental unit contracts is initially deferred and recognized ratably over the life of the rental contract. Revenue from sale of marketing or distribution rights is initially capitalizeddeferred and progressively recognized ratably as revenue over the life of the contract. (c) CashFreight charges billed to customers are included in revenue. All freight-related expenses are charged to cost of sales.
We do not offer a right of return or other recourse with respect to the sale of our products, other than returns for product defects or other warranty claims, nor do we offer variable sale prices for subsequent events or activities. However, as part of our sales processes we may provide upfront discounts for large orders, one time special pricing to support new product introductions, sales rebates for centralized purchasing entities or price-breaks for regular order volumes. The costs of all such programs are recorded as an adjustment to revenue. In our U.S. sales activities we use a number of manufacturer representatives to sell our products. These representatives are paid a direct commission on sales and Cash Equivalents
act as an integral component of our U.S. sales force. We do not sell our products to these representatives and do not recognize revenue on such shipments. Our products are predominantly therapy-based equipment and require no installation. As such, we have no significant installation obligations.
| (c) | Cash and Cash Equivalents |
Cash equivalents includinginclude certificates of deposit, commercial paper, and other highly liquid investments are 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
F6
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (2) | Summary of Significant Accounting Policies, Continued |
| (d) | Inventories |
Inventories are stated at the lower of cost, or market, determined principally by the first-in, first-out method.
(e) Property, Plantmethod, or net realizable value. We review and Equipment
provide for any product obsolescence in our manufacturing and distribution operations with assessments of individual products and components (based on estimated future usage and sales) being performed throughout the year.
| (e) | Property, Plant and Equipment |
Property, plant and equipment, including rental equipment, is recorded at cost. Depreciation expense is computed using the straight-linestraight–line method over the estimated useful lives of the assets, generally two to ten years except for buildings which are depreciated over an estimated useful life of 40 years. Straight-lineStraight–line and accelerated methods of depreciation are used for tax purposes. Maintenance and repairs are charged to expense as incurred.
-F6-
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(f) Patents
| (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
| (g) | Goodwill |
In July 2001, the Financial Accounting Standards Board ("FASB"(“FASB”) issued Statement of Financial Accounting Standards ("SFAS"(“SFAS”) No. 142, Goodwill and Other Intangible Assets. As allowed under the Standard, the Company haswe adopted SFAS 142 effective July 1, 2001. SFAS 142 requires goodwill and intangible assets with indefinite useful lives to no longer be amortized, but instead be tested for impairment at least annually.
With the adoption of SFAS 142, the Companywe reassessed the useful lives and residual values of all acquired intangible assets to make any necessary amortization period adjustments. Based on that assessment only, goodwill was determined to have an indefinite useful life and no adjustments were made to the amortization period or residual values of other intangible assets.
We conducted our annual review for goodwill impairment as at June 30, 2004. In accordance with SFAS 142 the Company has completed its initial assessmentconducting our review of goodwill impairment. impairment, we identified reporting units, being components of our operating segment, as each of the entities acquired and giving rise to the goodwill. The fair value for each reporting unit was determined based on discounted cash flows and involved a two step process as follows:
Step 1- | Compare the fair value for each reporting unit to its carrying value, including goodwill. For each reporting unit where the carrying value, including goodwill, exceeds the reporting unit’s fair value, move on to step 2. If a reporting unit’s fair value exceeds the carrying value, no further work is performed and no impairment charge is necessary. |
F7
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (2) | Summary of Significant Accounting Policies, Continued |
| (g) | Goodwill (continued) |
| Step 2- | Allocate the fair value of the reporting unit to its identifiable tangible and non-goodwill intangible assets and liabilities. This will derive an implied fair value for the goodwill. Then, compare the implied fair value of the reporting unit’s goodwill with the carrying amount of the reporting unit’s goodwill. If the carrying amount of the reporting unit’s goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess. |
The results of the review indicated that no impaired goodwill currently exists.
Amortization expense of goodwill was $nil, $1,430,000 and $690,000 for the years
ended June 30, 2002, 2001 and 2000, respectively.
(h) Government Grants
Government grants revenue is recognized when earned. Grants have been
obtained by the Company from the Australian Federal Government to support the
continued development of the Company's proprietary positive airway pressure
technology and to assist development of export markets. Grants have been
recognized in the amount of $nil, $72,000 and $279,000 for the years ended June
30, 2002, 2001 and 2000, respectively.
(i) Foreign Currency
| (h) | Foreign Currency |
The consolidated financial statements of the Company's non-U.S.our non–U.S. subsidiaries, whose functional currencies are other than U.S. dollars, are translated into U.S. dollars for financial reporting purposes. Assets and liabilities of non-U.S.non–U.S. subsidiaries whose functional currencies are other than the U.S. dollar are translated at yearperiod end exchange rates, and revenue and expense transactions are translated at average exchange rates for the year.period. Cumulative translation adjustments are recognized as part of comprehensive income, as described in Note 16,6, and are included in accumulated other comprehensive lossincome in the 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.
-F7-
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(j) Research and Development
| (i) | Research and Development |
Research and development costs are expensed in the period incurred.
(k) Earnings Per Share
| (j) | Earnings Per Share |
The weighted average shares used to calculate basic earnings per share were 32,174,000, 31,129,000,33,694,000, 33,054,000, and 30,153,00032,174,000 for the years ended June 30, 2002, 20012004, 2003 and 2000,2002, 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 1,906,000, 2,355,0001,431,000, 1,385,000 and 2,150,0001,906,000 for the years ended June 30, 2004, 2003 and 2002, 2001respectively.
Stock options of 751,000, 1,408,000 and 2000, respectively.
(l) Financial Instruments
726,000 for the years ended June 30, 2004, 2003 and 2002 respectively, were not included in the computation of diluted earnings per share as the effect of exercising these options would have been anti-dilutive.
| (k) | Financial Instruments |
The carrying value of financial instruments, such as of cash and cash equivalents, marketable securities - available for sale,available-for-sale, accounts receivable,
government grants receivable and accounts payable approximate their fair value because of their short termshort-term nature. The estimated fair value of the Company'sCompany’s long-term debt at June 30, 2002 2004
F8
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (2) | Summary of Significant Accounting Policies, Continued |
| (k) | Financial Instruments (continued) |
approximates $102.5$119.9 million compared with the carrying value of $123.3$113.3 million. Foreign currency option contracts are marked to market and therefore reflect their fair value. The Company doesWe do 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
| (l) | Foreign Exchange Risk Management |
We enter into various types of foreign exchange contracts in managing itsour foreign exchange risk, including derivative financial instruments encompassing forward exchange contracts and foreign currency options.
The purpose of the Company'sour foreign currency hedging activities is to protect the Companyus 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 entersWe enter into foreign currency option contracts to hedge anticipated sales and manufacturing costs, principally denominated in Australian dollars and Euros. The terms of such foreign currency option contracts generally do not exceed three years.
Unrealized gains or losses are recognized
Our foreign currency derivatives portfolio represents a cash flow hedge program against the net cash flow of our international manufacturing operations. We have determined our hedge program to be a non-effective hedge as incurreddefined under SFAS 133. The foreign currency derivatives portfolio is recorded in the consolidated balance sheets as eitherat fair value and included in other assets or other liabilities andliabilities.
All movements in the fair value of the foreign currency derivatives are recorded within other income, net on the Company'sour consolidated statements of income.
Unrealized gains and losses on currency derivatives
We are determined based on
dealer quoted prices.
-F8-
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(m) Foreign Exchange Risk Management (continued)
The Company is exposed to credit-related losses in the event of non-performance by counterpartiescounter parties to financial instruments. The credit exposure of foreign exchange options at June 30, 20022004 and June 30, 2003 was $2.8$2.0 million and $2.6 million respectively, which represents the positive fair value of options held by the Company.
The Companyus.
We held foreign currency option contracts with notional amounts totaling $160.5$140.6 million and $223.8$124.5 million at June 30, 20022004 and 2001,2003, respectively to hedge foreign currency items. These contracts mature at various dates prior to July 2004.
(n) Income Taxes
The Company accounts2006.
| (m) | Income Taxes |
We account for income taxes under the asset and liability method. DeferredWe recognize 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
F9
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (2) | Summary of Significant Accounting Policies, Continued |
| (n) | Marketable Securities |
Management determines the appropriate classification of itsour 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 doeswe do not have the intent or ability to hold to maturity are classified as available for sale.available-for-sale. Securities available for saleavailable-for-sale are carried at fair value, with the unrealized gains and losses, net of tax, reported in accumulated other comprehensive income (loss). Realized gains and losses are
included in other income or expense.
income.
At June 30, 20022004 and 2001,2003, the Company's investments in debt securities were classified on the accompanying consolidated balance sheet as marketable securities available for sale.securities-available-for-sale. These investments are diversified among high credit quality securities in accordance with the Company'sour investment policy.
(p) Warranty
As at June 30, 2004 and 2003, contractual maturities of marketable securities-available-for-sale were (in thousands):
| 2004 | 2003 | |||||
Due less than one year | $ | 11,025 | $ | 6,533 | ||
Due one to less than three years | - | - | ||||
Due more than three years | 996 | - | ||||
Total | $ | 12,021 | $ | 6,533 | ||
| (o) | Warranty |
Estimated future warranty obligationscosts related to certain products are provided by chargescharged to operations in the period in which the related revenue is recognized.
-F9-
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(q) Impairment of Long-Lived Assets
The Company
| (p) | Impairment of Long-Lived Assets |
We periodically evaluatesevaluate 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.
(r) Capitalized Software Production Costs
| (q) | Cost- Method Investments |
The aggregate carrying amount of our cost-method investments at June 30, 2004 were $5.3 million. At June 30, 2004, we reviewed the carrying value of these investments and determined that the fair value of the investments exceeded the carrying values and no unrealised losses existed.
| (r) | Capitalized Software Production Costs |
Software development costs have been capitalized and will beare being amortized to the cost of product revenues over the estimated economic lives (generally three to five years) of the products that include such software. Total net capitalized software production costs were $1,132,000$1.2 million and $nil$1.6 million at June 30, 2004 and 2003 respectively.
F10
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (2) | Summary of Significant Accounting Policies, Continued |
| (s) | Stock-based Employee Compensation |
We have granted stock options to personnel, including officers and directors, under both our 1995 Option Plan and our 1997 Equity Participation Plan. These options have expiration dates of ten years from the date of grant and vest over three or four years. We granted these options with the exercise price equal to the market value as determined at the date of grant.
We apply APB Opinion No. 25 in accounting for our equity plans and as all stock options are issued at market price on date of issue, no compensation cost has been recognized for the grant of stock options. The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS 123, Accounting for Stock-Based Compensation, to stock-based employee compensation (in thousands except per share data):
| Years Ended June 30 | |||||||||
| In thousands, except per share data | 2004 | 2003 | 2002 | ||||||
Net income, as reported | $ | 57,284 | $ | 45,729 | $ | 37,506 | |||
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects. | 9,394 | 14,102 | 18,975 | ||||||
Pro forma net income | 47,890 | 31,627 | 18,531 | ||||||
Earnings per share: | |||||||||
Basic - as reported | $ | 1.70 | $ | 1.38 | $ | 1.17 | |||
Basic - pro forma | $ | 1.42 | $ | 0.96 | $ | 0.58 | |||
Diluted - as reported | $ | 1.63 | $ | 1.33 | $ | 1.10 | |||
Diluted - pro forma | $ | 1.36 | $ | 0.92 | $ | 0.54 | |||
The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: weighted average risk-free interest rates of 2.9%, 2.8% and 4.8% for the years ended June 30, 2004, 2003 and 2002 respectively; no dividend yield; expected option lives of 3.7 and 20013.3 and 5.5 years for the years ended June 30, 2004, 2003 and 2002 respectively, and volatility of 43%, 63% and 60% for the years ended June 30, 2004, 2003 and 2002 respectively.
3. MARKETABLE SECURITIES
The following table illustrates the fair value of compensation costs as determined under the provisions of SFAS 123 by year of option grant (in thousands, except per share data):
| Fiscal Year of Grant | 2004 | June 30 2003 | 2002 | Average Exercise Price | Fair Value at Date of Grant | ||||||||||
1999 | - | - | 5 | 11.93 | 5.27 | ||||||||||
2000 | - | 55 | 971 | 14.14 | 6.56 | ||||||||||
2001 | 348 | 2,664 | 7,142 | 27.71 | 13.41 | ||||||||||
2002 | 3,658 | 9,942 | 21,074 | 50.18 | 26.21 | ||||||||||
2003 | 4,466 | 9,035 | - | 26.54 | 12.22 | ||||||||||
2004 | $ | 4,223 | $ | - | $ | - | $ | 40.60 | $ | 14.89 | |||||
Compensation Cost | $ | 12,695 | $ | 21,696 | $ | 29,192 | |||||||||
Tax Effected | $ | 9,394 | $ | 14,102 | $ | 18,975 | |||||||||
F11
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (3) | New Accounting Pronouncements |
In December 2003, the SEC issued Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition” (SAB No. 104), which codifies, revises and rescinds certain sections of SAB No. 101, “Revenue Recognition”, in order to make this interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The changes noted in SAB No. 104 did not have a material effect on our consolidated results of operations, consolidated financial position or consolidated cash flows.
In May 2003, the Financial Accounting Standards Board (“FASB”) issued statement of financial accounting standard (“SFAS”) 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS 150 requires that certain financial instruments, which under previous guidance were accounted for as equity, must now be accounted for as liabilities. The financial instruments affected include mandatory redeemable stock, certain financial instruments that require or may require the issuer to buy back some of its shares in exchange for cash or other assets and certain obligations that can be settled with shares of stock. SFAS 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. We adopted SFAS 150 effective July 1, 2003. The adoption of SFAS 150 did not have a material impact on our consolidated financial position or results of operation.
In April 2003, the FASB issued SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS 133. SFAS 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS 149 did not have a material impact on our results of operations, financial position or liquidity.
In January 2003, the FASB issued Interpretation No. (“FIN”) 46, Consolidation of Variable Interest Entities, which addresses the consolidation of certain entities (“variable interest entities”) in which an enterprise has a controlling financial interest through other than voting interests. FIN 46 requires that a variable interest entity be consolidated by the holder of the majority of the expected risks and rewards associated with the activities of the variable interest entity. FIN 46 was effective for variable interest entities entered into prior to February 1, 2003 in periods beginning after June 15, 2003. The adoption of FIN 46 did not have a material impact on our financial condition or results of operation. In December 2003, the FASB issued a revision to FIN 46, to clarify some requirements and add new scope exceptions. The revised guidance is effective for the first reporting period beginning after December 15, 2003. The adoption of the provisions of FIN 46R did not have a material impact on our financial condition or results of operations.
In November 2002, the Emerging Issues Task Force (“EITF”) issued EITF Issue No. 00-21 “Accounting for Revenue Arrangements with Multiple Deliverables”. EITF Issue No. 00-21 addresses how to determine whether a revenue arrangement involving multiple deliverable contains more than one unit of accounting for the purposes of revenue recognition and how the revenue arrangement consideration should be measured and allocated to the separate units of accounting. EITF Issue No. 00-21 applies to revenue arrangements entered into after June 15, 2003. The adoption of this statement did not have a material impact on our financial condition or results of operations.
| (4) | Marketable Securities |
The estimated fair value of marketable securities available for sale as of June 30, 20022004 and 2001,2003, was $19,979,000$12.0 million and $62,616,000,$6.5 million respectively.
F12
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (4) | Marketable Securities, Continued |
Expected maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.
4. INVENTORIES
| (5) | Inventories |
Inventories, net were comprised of the following as of June 30, 20022004 and 20012003 (in thousands):
| 2004 | 2003 | |||||
Raw materials | $ | 15,277 | $ | 13,712 | ||
Work in progress | 2,254 | 2,288 | ||||
Finished goods | 38,266 | 33,386 | ||||
| $ | 55,797 | $ | 49,386 | |||
| (6) | Comprehensive Income |
The table below presents other comprehensive income:
| (in US$ 000’s) | Foreign Currency Items | Unrealized Gains on Securities | Accumulated Other Comprehensive Income | Retained Earnings | Accumulated Comprehensive Income | |||||||||||
Beginning balance, July 1, 2003 | $ | 29,901 | $ | 9 | $ | 29,910 | $ | 160,372 | $ | 190,282 | ||||||
Current period change | 11,366 | (3 | ) | 11,363 | 57,284 | 68,647 | ||||||||||
Ending balance, June 30, 2004 | $ | 41,267 | $ | 6 | $ | 41,273 | $ | 217,656 | $ | 258,929 | ||||||
The Company does not provide for U.S. income taxes on foreign currency translation adjustments since it does not provide for such taxes on undistributed earnings of foreign subsidiaries. Accumulated other comprehensive income at June 30, 2002 AND 2001
5. PROPERTY, PLANT AND EQUIPMENT
2004 and June 30, 2003 consisted of foreign currency translation adjustments with net credit balances of $41.3 million and $29.9 million, respectively and unrealized gains on securities with net credit balance of $6,000 (net of tax $2,000) and $9,000 (net of tax $6,000), respectively.
| (7) | Property, Plant and Equipment |
Property, plant and equipment is comprised of the following as of June 30, 20022004 and 20012003 (in thousands):
| 2004 | 2003 | |||||||
Machinery and equipment | $ | 33,605 | $ | 25,278 | ||||
Computer equipment | 33,542 | 28,487 | ||||||
Furniture and fixtures | 13,613 | 11,528 | ||||||
Vehicles | 2,015 | 1,749 | ||||||
Clinical, demonstration and rental equipment | 21,763 | 18,056 | ||||||
Leasehold improvements | 1,346 | 1,213 | ||||||
Land | 32,990 | 31,913 | ||||||
Buildings | 68,249 | 19,231 | ||||||
Construction in Progress | 475 | 12,611 | ||||||
| 207,598 | 150,066 | |||||||
Accumulated depreciation and amortization | (60,330 | ) | (45,379 | ) | ||||
| $ | 147,268 | $ | 104,687 | |||||
F13
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (8) | Goodwill and |
The Company adopted SFAS 142 on July 1, 2001. The following table reconciles
the prior year's reported operating income and net income to their respective
pro-forma balances adjusted to excludeUnder SFAS 142, goodwill amortization expense which is no
longerhas not been recorded under SFAS 142, for the years ended June 30, 2002, 20012004, 2003 and 2000, (In $ thousands, except per share amounts).
Changes in the carrying amount of goodwill for the year ended June 30, 2002,2004, were as follows:
| (In US$ thousands) | 2004 | ||
Balance at June 30, 2003 | $ | 102,160 | |
Foreign currency translation adjustments | 3,826 | ||
Goodwill on acquisition of the assets of Respro Medical Company Limited (our Hong Kong distributor) | 89 | ||
Balance at June 30, 2004 | $ | 106,075 | |
Other intangible assets amounted to $2.7$4.8 million (net of accumulated amortization of $1.9$5.0 million) and $1.4$3.7 million (net of accumulated amortization of $1.0$3.4 million) at June 30, 20022004 and 2001,2003, respectively. These intangible assets consist of patents and are amortized over the estimated useful life of the patent, generally five years. There are no expected residual values related to these intangible assets.
7. ACCRUED EXPENSES
| (9) | Accrued expenses
On June 20, 2001 During the year ended June 30, 2004, we did not repurchase any of our convertible subordinated notes. During the year ended June 30, 2003, we repurchased $10.0 million face value of our convertible subordinated notes. The During the year ended June 30, 2002, we repurchased $56.8 million face value of our convertible subordinated notes. The total purchase price of the notes was $49.1 million, including $0.6 million in accrued interest. We recognized a gain of $4.0 million, net of tax of $2.5 million on these transactions. F14 RESMED INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 2004 and 2003
As at June 30, 2004, we had convertible subordinated notes outstanding of $113.3 million. The notes are convertible, at the option of the holder, at any time We may The notes are general unsecured obligations and are subordinated to all of Interest is to be paid on the notes on June 20 and December 20 of each year.
Stock Options. The Company has granted stock options to personnel, including officers and directors in accordance with both the 1995 Option Plan and the 1997 Equity Participation Plan (collectively the The following table summarizes option activity:
F15 RESMED INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 2004 and 2003
The total number of shares of Common Stock authorized for issuance upon exercise of options and other awards, or upon vesting of restricted or deferred stock awards, under the 1997 Plan was initially established at 1,000,000 and increases at the beginning of each fiscal year, commencing on July 1, 1998, by an amount equal to 4% of the outstanding Common Stock on the last day of the preceding fiscal year. The maximum number of shares of Common Stock issuable upon exercise of incentive stock options granted under the 1997 Plan, however, cannot exceed 8,000,000. Furthermore, the maximum number of shares which may be subject to options, rights or other awards granted under the 1997 Plan to any individual in any calendar year cannot exceed 300,000. The following table summarizes information about stock options outstanding at June 30,
The following table summarizes in-the-money and out-of-the-money options at June 30, 2004.
F16 RESMED INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (11) | Stockholders’ Equity, Continued |
The following table summarizes outstanding stock option plan balances as at
June 30, 2002
Number of securities Number of securities
to be issued upon Weighted-average remaining available for
exercise of outstanding exercise price of future issuance under
Plan Category options outstanding option equity compensation plans
Equity compensation
plans approved by
security holders 4,200,998 $27.94 763,491
Equity compensation
plans not approved by
security holders - - -
Total 4,200,998 $27.94 763,491
The Company applies APB Opinion No. 25 in accounting for its Plans and as all
stock options are issued at market price on date of issue, no compensation cost
has been recognized for its stock options. Had the Company determined
compensation cost under SFAS 123, the fair value at the grant date for its stock
options would have reduced the Company's net income to the pro forma amounts
indicated below:
2002 2001 2000
Net income (in thousands):
As reported $37,506 $11,630 $22,226
Pro forma 18,531 2,859 17,511
Basic earnings per common share:
As reported $ 1.17 $ 0.37 $ 0.74
Pro forma $ 0.58 $ 0.09 $ 0.58
Diluted income per common and common equivalent share:
As reported $ 1.10 $ 0.35 $ 0.69
Pro forma $ 0.54 $ 0.09 $ 0.54
The fair value of each stock option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions:
weighted average risk-free interest rates of 4.8% for fiscal 2002,plan and 6.0% and
6.5% for fiscal 2001 and 2000, respectively; no dividend yield; expected option
lives of 5.5 years for fiscal 2002 and 4.8 and 3.8 years for fiscal 2001 and
2000, respectively; and volatility of 60% for 2002 and 61% and 55% for fiscal
2001 and 2000.
Fair Value of compensation costsemployee share plans balances as at June 30, 2004.
| Plan Category | Number of securities to be issued upon exercise of outstanding options | Weighted-average exercise price of outstanding options | Number of securities remaining available for future issuance under equity compensation plans | |||||
1997 Equity participation plan approved by security holders | 4,416,356 | $ | 32.38 | 30,265 | (1) | |||
Employee stock purchase plan approved by security holders | - | - | 3,250,000 | |||||
Equity compensation plans not approved by security holders | - | - | - | |||||
Total | 4,416,356 | $ | 32.38 | 3,280,265 | ||||
| (1) | The total number of authorized shares of common stock under the 1997 Equity Participation Plan increases at the beginning of each fiscal year by an amount equal to 4% of the outstanding common stock on the last day of the preceding fiscal year. |
Stock Options by period of Grant are noted below (in
thousands except per share data):
-F15-
Recipient
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
Average Fair
Year of Grant FY02 FY01 FY00 Exercise Fair Value at Value at
Price Date of Grant June 30, 2002
2002 $21,074 $ - $ - $50.18 $26.10 $11.98
2001 7,142 10,272 - 27.27 13.41 14.96
2000 971 2,540 5,201 14.14 6.56 18.59
1999 5 682 1,803 11.31 5.27 19.80
1998 - - 250 6.08 2.13 24.95
- --------------------------------------------------------------------------------------
Compensation Cost $29,192 $13,494 $7,254
- --------------------------------------------------------------------------------------
Tax Effected $18,975 $ 8,771 $4,715
- --------------------------------------------------------------------------------------
The following table summarizes stock option grants by recipient, with executive employees asofficers (as defined pursuant to Section 16(b) of Securitiesin Exchange Act of
1934Rule 3b-7) separately disclosed. As at June 30, 2002,2004, the Company has 8had 7 executive employees.
officers.
| June 30, 2004 | June 30, 2003 | June 30, 2002 | ||||
Non-Executive Directors | 60,000 | 60,000 | 73,000 | |||
Executive Officers | 91,000 | 278,500 | 167,000 | |||
Staff | 759,237 | 1,132,175 | 1,088,600 | |||
Gross Options Issued | 910,237 | 1,470,675 | 1,328,600 | |||
Employees | 1,520 | 1,464 | 1,250 | |||
Average Options per Employee | 599 | 1,005 | 1,063 |
The following table discloses employee and executive option grants as a percentage of total options.
| 2004 | 2003 | 2002 | ||||
Net grants during the period as% of outstanding shares (%) | 3 | 4 | 4 | |||
Grants to executive officers during the period as% of total options granted (%) | 10 | 19 | 13 | |||
Grants to executive officers during the period as% of outstanding shares (%) | - | 1 | 1 | |||
Cumulative options held by executive officers as% of total options outstanding (%) | 13 | 16 | 16 | |||
F17
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (11) | Stockholders’ Equity, Continued |
Options granted to executive officers during the fiscal year ended June 30, 2004 are as noted below.
| Individual Grants | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation | |||||||||||||||
Number of Securities Underlying Options Per Grant | Percent of Total Options Granted to Employees (%) | Exercise Price ($/Share) | Expiration Date | 5% | 10% | |||||||||||
Peter Farrell | 60,000 | 7.1 | % | $ | 41.49 | Dec 18, 2013 | $ | 1,372,476 | $ | 3,380,475 | ||||||
Paul Eisen | 15,000 | 1.8 | % | $ | 41.49 | Dec 18, 2013 | $ | 343,119 | $ | 845,119 | ||||||
David Pendarvis | 6,000 | 0.7 | % | $ | 41.49 | Dec 18, 2013 | $ | 137,248 | $ | 338,047 | ||||||
Adrian Smith | 10,000 | 1.2 | % | $ | 41.49 | Dec 18, 2013 | $ | 228,746 | $ | 563,412 | ||||||
Total | 91,000 | 10.8 | % | |||||||||||||
| (1) | Represents options granted under our 1997 Equity Participation Plan, which typically are exercisable starting 12 months after the grant date, with 33% of the shares covered thereby becoming exercisable at that time and an additional 33% of the option shares becoming exercisable on each successive anniversary date, with all option shares exercisable beginning on either the third or fourth anniversary date. Under the terms of the 1997 Plan, this exercise schedule may be accelerated in certain specific situations. In addition, we have the right to require the surrender of outstanding options upon the grant of lower priced options to the same individual. |
| (2) | Assumed annual rates of stock appreciation for illustrative purposes only. Actual stock prices will vary from time to time based upon market factors and our financial performance. No assurance can be given that such rates will be achieved. |
The following table summarizes option exercises and remaining holdings of executive officers during the year ended June 30, 2004.
No. of Securities Underlying All Unexercised Options | Value of Unexercised In-the Money Options(1) | ||||||||||||||
Shares Acquired on Exercise | Value Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||
Peter Farrell | 74,374 | $ | 1,848,622 | 180,593 | 126,667 | $ | 4,560,328 | $ | 1,600,733 | ||||||
Kieran Gallahue | - | 0 | 16,666 | 133,334 | $ | 316,487 | $ | 2,532,013 | |||||||
David Pendarvis | - | 0 | 10,000 | 26,000 | $ | 184,450 | $ | 425,720 | |||||||
Paul Eisen | - | 0 | 2,000 | 19,000 | $ | 51,080 | $ | 244,210 | |||||||
Adrian Smith | 19,000 | 796,362 | 53,333 | 21,667 | $ | 1,512,250 | $ | 267,025 | |||||||
| (1) | Represents the amount by which the closing sales price of our common stock on the New York Stock Exchange on June 30, |
Employee Stock Purchase Plan (the “ESPP”). The ESPP was approved by our shareholders at the Annual General Meeting in November 2003. Under the ESPP, participants are offered the right to purchase shares of our common stock at a discount during successive offering periods. Each offering period under the ESPP will be for a period of time determined by the Board of Directors’ Compensation Committee of no less than 3 months and no more than 27 months. The purchase price for our common stock under the ESPP will be the lower of 85% of the fair market value of our common stock on the date of grant or 85% of the
F18
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (11) | Stockholders’ Equity, Continued |
fair market value of our common stock on the date of purchase. An individual participant cannot subscribe for more than $25,000 in common stock during any calendar year. There is a maximum of 3,250,000 shares of our common stock authorized for sale under the ESPP.
Preferred Stock. In April 1997, the board of directors authorized 2,000,000 shares of $0.01 par value preferred stock. No such shares were issued or outstanding at June 30, 2002.
STOCK PURCHASE RIGHTS.2004.
Stock Purchase Rights. In April 1997, the Company implemented a plan to protect stockholders'stockholders’ rights in the event of a proposed takeover of the Company. Under the plan, each share of the Company'sCompany’s outstanding common stock carries one right to purchase Series A Junior Participating Preferred Stock (the "Right"“Right”). The Right enables the holder, under certain circumstances, to purchase common stock of the Company or of the acquiring person at a substantially discounted price ten days after a person or group publicly announces it has acquired or has tendered an offer for 20% or more of the Company'sCompany’s outstanding common stock. The Rights are redeemable at $0.01 per Right and expire in 2007.
COMMON STOCK. During fiscal 2000, the Board of Directors declared a
two-for-one split of the Company's common stock, effective March 31, 2000.
Stockholders' equity has been restated for all periods presented to give
retroactive recognition to the stock split by reclassifying from additional
paid-in capital to common stock, the par value of the additional shares as a
result of the stock split.
Common Stock. On June 6, 2002, the Board of Directors authorized the Company to repurchase up to 4.0 million shares of outstanding common stock. During fiscal year 2002,2004 and 2003, the Company repurchased 290,047471,000 and 125,000 shares at a cost of $7.9 million.$19.0 million and $3.5 million respectively. Shares that are repurchased are classified as treasury stock pending future use and reduce the number of shares outstanding used in calculating earnings per share.
-F16-
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
10. OTHER, NET
| (12) | Other, net |
Other, net in the statement of operations is comprised of the following at June 30, 2002, 20012004, 2003 and 20002002 (in thousands):
| 2004 | 2003 | 2002 | ||||||||||
Gain/(loss) on foreign currency hedging position | $ | (982 | ) | $ | 2,117 | $ | (767 | ) | ||||
Gain/(loss) on foreign currency transactions | 1,637 | (562 | ) | 182 | ||||||||
Realized gain (loss) on sale of marketable securities | (11 | ) | 115 | 301 | ||||||||
Other | 346 | 237 | 392 | |||||||||
| $ | 990 | $ | 1,907 | $ | 108 | |||||||
| (13) | Income Taxes |
Income before income taxes for the years ended June 30, 2002, 2001,2004, 2003, and 2000,2002, was taxed under the following jurisdictions (in thousands):
| 2004 | 2003 | 2002 | |||||||
U.S. | $ | 1,290 | $ | 3,061 | $ | 418 | |||
Non-U.S. | 83,378 | 64,066 | 54,174 | ||||||
| $ | 84,668 | $ | 67,127 | $ | 54,592 | ||||
F19
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (13) | Income Taxes, Continued |
The provision for income taxes is presented below (in thousands):
| 2004 | 2003 | 2002 | |||||||||
Current: | |||||||||||
Federal | $ | 3,567 | $ | 1,303 | $ | 4,962 | |||||
State | 372 | 14 | 752 | ||||||||
Non-U.S. | 22,186 | 18,079 | 17,525 | ||||||||
| 26,125 | 19,396 | 23,239 | |||||||||
Deferred: | |||||||||||
Federal | 1,293 | 892 | (3,494 | ) | |||||||
State | (84 | ) | 325 | (568 | ) | ||||||
Non-U.S. | 50 | 785 | (2,091 | ) | |||||||
| 1,259 | 2,002 | (6,153 | ) | ||||||||
Provision for income taxes | $ | 27,384 | $ | 21,398 | $ | 17,086 | |||||
The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. federal income tax rate of 35% to pretax income as a result of the following (in thousands):
| 2004 | 2003 | 2002 | ||||||||||
Taxes computed at statutory U.S. rate | $ | 28,787 | $ | 23,495 | $ | 19,108 | ||||||
Increase (decrease) in income taxes resulting from: | ||||||||||||
State income taxes, net of U.S. tax benefit | 254 | 274 | 363 | |||||||||
Non-deductible expenses | 312 | 243 | 116 | |||||||||
Research and development credit | (2,582 | ) | (1,690 | ) | (888 | ) | ||||||
Tax effect of intercompany dividends | 129 | - | 2,577 | |||||||||
Write-off of net operating losses due to business cessation | - | - | 1,046 | |||||||||
Change in valuation allowance | 5,074 | 457 | (2,614 | ) | ||||||||
Effect of non-U.S. tax rates | (2,930 | ) | (2,498 | ) | (3,379 | ) | ||||||
In-process research and development write-off | - | - | 123 | |||||||||
Foreign tax credits | (772 | ) | - | - | ||||||||
Other | (888 | ) | 1,117 | 634 | ||||||||
| $ | 27,384 | $ | 21,398 | $ | 17,086 | |||||||
F20
RESMED INC.AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2002 AND 2001
11. INCOME TAXES (CONTINUED)
2004 and 2003
| (13) | Income Taxes, Continued |
The tax effects of temporary differences that give rise to significant
portionscomponents of the Company’s deferred tax assets and deferred tax liabilities are comprised
of the following at June 30, 20022004 and 20012003 (in thousands):
| 2004 | 2003 | |||||
Deferred tax assets: | ||||||
Employee benefit obligations | $1,732 | $1,208 | ||||
Inventory | 735 | 1,068 | ||||
Provision for service warranties | 419 | 343 | ||||
Provision for doubtful debts | 867 | 768 | ||||
Net operating loss carryforwards | 723 | 1,277 | ||||
Foreign tax credits | 8,836 | 7,288 | ||||
AMT tax credit | 634 | 1,667 | ||||
Accrual for legal costs | 64 | 307 | ||||
Intercompany profit in inventories | 8,958 | 6,013 | ||||
Capitalized software | 308 | 472 | ||||
Deferred gain on sale-leaseback | 659 | 1,329 | ||||
Other | 1,821 | 2,112 | ||||
| 25,756 | 23,852 | |||||
Less valuation allowance | (8,459 | ) | (3,385 | ) | ||
Deferred tax assets | 17,297 | 20,467 | ||||
Deferred tax liabilities: | ||||||
Patents | (91 | ) | (93 | ) | ||
Unrealized gain on foreign currency options | (599 | ) | (773 | ) | ||
Unrealized foreign exchange gains | (1,472 | ) | (1,678 | ) | ||
Property, plant and equipment | (2,885 | ) | (2,244 | ) | ||
Undistributed German income | - | (3,448 | ) | |||
Deferred tax deductible goodwill amortization | (4,780 | ) | (3,634 | ) | ||
Other | (429 | ) | (296 | ) | ||
Deferred tax liabilities | (10,256 | ) | (12,166 | ) | ||
Net deferred tax asset | $7,041 | $8,301 | ||||
As of June 30, 2002 AND 2001
11. INCOME TAXES (CONTINUED)
2004, the Company had $2,669,000 and $1,771,000 of U.S. state and non-U.S. net operating loss carryforwards, respectively, which expire in various years through 2024 or carryforward indefinitely. The Company also had foreign tax credit carryforwards of $8,836,000 and alternative minimum tax credit carryforwards of $634,000. The foreign tax credit carryforwards have expiration dates through 2009.
The valuation allowance at June 30, 2002, primarily2004, relates to a provision for uncertainty as to the utilization of deferred foreign tax credits of $2,787,000$8,033,000 and net operating loss carryforwards of $163,000 relating$426,000 for Malaysia and Austria.
F21
RESMED INC.AND SUBSIDIARIES
Notes to Singapore and Malaysia. The net change in the valuation allowance was a decline
of $2,642,000 for the year ended Consolidated Financial Statements
June 30, 2002, in comparison to an increase2004 and 2003
| (13) | Income Taxes, Continued |
The Company has not provided U.S. income taxes on undistributed earnings of $5,506,000 and an increasecertain of $22,000, for the years ended June 30, 2001 and
2000, respectively.its non-U.S. subsidiaries. The measurementtotal amount of deferred tax assets and liabilitiesthese undistributed earnings at June 30, of each year, reflect foreign currency translation adjustments, changes
in enacted tax rates and changes in temporary differences. Income taxes in
2002, 2001 and 2000 were reduced by $nil, $5,000 and $4,000 respectively,
through the utilization of net operating loss carryforwards.
12. EMPLOYEE RETIREMENT PLANS
2004 amounted to approximately $150,829,000.
| (14) | Employee Retirement Plans |
The Company contributes to a number of employee retirement plans for the benefit of its employees. These plans are detailed as follows:
(1) Australia.Australia - The Company contributes to defined contribution pension plans for each employee resident in Australia. All Australian employees after serving a qualifying period, are entitled to benefits on retirement, disability or death. Employees may contribute additional funds to the plans. TheFrom July 1, 2002 the Company contributes to the plans at the rate of 8%9% of the salaries of all Australian employees. This rate increasedPrior to 9% effective July 1, 2002.2002, the Company contributed 8% for all qualified employees. Total Company contributions to the plans for the years ended June 30, 2004, 2003, and 2002 2001,were $2,410,000, $1,663,391 and 2000
were $968,000, $814,000 and $632,000, respectively.
(2) United Kingdom.Kingdom - The Company contributes to a defined contribution plan for each permanent United Kingdom employee. All employees, after serving a three
monththree-month qualifying period, are entitled to benefit on retirement, disability or death. Employees may contribute additional funds to the plan. The Company contributes to the plans at the rate of 3%5% of the salaries. Prior to January 2002, the Company contributed 3% for all qualified employees. Total Company contributions to the plan were $16,000, $7,000$33,000, $23,000 and $8,000$16,000 in fiscal 2004, 2003, and 2002 2001,
and 2000 respectively.
(3) United States.States - The Company sponsors a defined contribution pension plan available to substantially all domestic employees. Company contributions to this plan are based on a percentage of employee contributions to a maximum of 3% of employee salaries. The cost of this plan to the Company was $245,000,
$158,000$362,000, $326,000 and $123,000$245,000 in fiscal 2004, 2003 and 2002 2001respectively.
(4) Switzerland - The Company sponsors a fixed return defined contribution fund for each permanent Swiss employee. As part of the Company’s contribution to the fund the company guarantees a fixed 3% net return on accumulated contributions per annum. The Company contributes to the plans at variable rates which have averaged 10% of salaries over the last three years. Total Company contributions to the plan were $139,000, $133,000 and 2000$94,000 in fiscal 2004, 2003 and 2002 respectively.
13. SEGMENT INFORMATION
| (15) | Segment Information |
The Company operates solely in the sleep disorderedsleep-disordered breathing sector of the respiratory medicine industry. The Company therefore believes that, given the single market focus of its operations and the inter-dependence of its products that the Company operates as a single operating segment. The Company assesses performance and allocates resources on the basis of a single operating entity.
F22
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (15) | Segment Information, Continued |
Financial information by geographic area for the years ended June 30, 2002,
20012004, 2003 and 2000,2002, is summarized below (in thousands):
-F19-
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
13. SEGMENT INFORMATION (CONTINUED)
Rest of
U.S.A Germany Australia France World Total
2002
Revenue from external customers $95,463 35,386 5,569 20,957 46,701 $204,076
Long lived assets $34,127 3,738 46,370 599 2,455 $ 87,289
2001
Revenue from external customers $74,981 25,646 5,318 17,592 31,619 $155,156
Long lived assets $30,475 3,063 25,130 555 1,725 $ 60,948
2000
Revenue from external customers $58,419 14,317 4,444 11,949 26,486 $115,615
Long lived assets $ 8,126 1,248 27,595 622 1,863 $ 39,454
| U.S.A | Germany | Australia | France | Rest of World | Total | |||||||||
2004 | ||||||||||||||
Revenue from external customers | $ | 159,283 | 67,253 | 10,293 | 34,629 | 67,880 | $ | 339,338 | ||||||
Long lived assets | $ | 33,010 | 6,842 | 108,683 | 1,075 | 5,831 | $ | 155,441 | ||||||
2003 | ||||||||||||||
Revenue from external customers | $ | 124,375 | 51,992 | 6,972 | 27,745 | 62,486 | $ | 273,570 | ||||||
Long lived assets | $ | 34,340 | 5,765 | 68,300 | 1,030 | 2,350 | $ | 111,785 | ||||||
2002 | ||||||||||||||
Revenue from external customers | $ | 95,463 | 35,386 | 5,569 | 20,957 | 46,701 | $ | 204,076 | ||||||
Long lived assets | $ | 34,127 | 3,738 | 46,370 | 599 | 2,455 | $ | 87,289 | ||||||
Net revenues from external customers is based on the location of the customer. Long-lived assets of geographic areas are those assets used in the Company'sCompany’s operations in each geographical area and excludes patents, deferred tax assets and goodwill.
14. COMMITMENTS
| (16) | Commitments |
The Company leases buildings, motor vehicles and office equipment under operating leases. Rental charges for these items are expensed as incurred. At June 30, 20022004 the Company had the following future minimum lease payments under non-cancelable operating leases (in thousands):
| Years | Operating Leases | Sub lease rental income | Total net minimum lease payments | ||||||
2005 | 4,947 | 387 | 4,560 | ||||||
2006 | 3,767 | 72 | 3,695 | ||||||
2007 | 1,411 | - | 1,411 | ||||||
2008 | 909 | - | 909 | ||||||
2009 | 189 | 189 | |||||||
Thereafter | - | - | - | ||||||
Total minimum lease payments | $ | 11,223 | $ | 459 | $ | 10,764 | |||
Rent expenses under operating leases for the years ended June 30, 2002, 20012004, 2003 and 20002002 were approximately $2,267,000, $1,087,000$5.5 million, $3.8 million and $744,000,$2.3 million, respectively.
-F20-
RESMED INC
F23
RESMED INC.AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (17) | Business Acquisitions |
Fiscal year ended June 30, 2004
On July 2, 2003 we acquired the assets of Respro Medical Company Limited (“Respro”), our Hong Kong distributor for total consideration of $184,000 in cash. The acquisition has been accounted for as a purchase and accordingly, the results of operations of Respro has been included within our consolidated financial statements from July 2, 2003. An amount of $89,000, representing the excess of the purchase price over the fair value of net identifiable assets acquired of $95,000, has been recorded as goodwill.
Fiscal year ended June 30, 2003
On July 24, 2002 we acquired the business of John Stark and Associates, our Texas representative, for total consideration of $0.3 million in cash. The acquisition has been accounted for as a purchase and accordingly, the results of operations of John Stark and Associates were included within the Company’s consolidated financial statements from July 24, 2002. An amount of $0.3 million representing the excess of the purchase price over the fair value of net identifiable assets acquired of $nil, has been recorded as goodwill.
Fiscal year ended June 30, 2002 AND 2001
15. BUSINESS ACQUISITIONS
FISCAL YEAR ENDED JUNE 30, 2002
SERVO MAGNETICS INC
Servo Magnetics, Inc. (SMI). On May 14, 2002, the Company acquired all of the common stock of Servo Magnetics Incorporated through a merger with our wholly-owned subsidiary, Servo Magnetics Acquisition Inc., for total consideration, including acquisition costs, of $32.6 million. Consideration included the issue of 853,448 shares for fair value of $24.8 million with the balance of the acquisition cost paid in cash. Upon consummation of the merger, the surviving corporation, Servo Magnetics Acquisition Inc., changed its name to Servo Magnetics, Inc.
The acquisition has been accounted for as a purchase and accordingly, the results of operations of SMI have been included in the Company'sCompany’s consolidated financial statements from May 14, 2002. TheAn amount of $30.7 million, representing the excess of the purchase price over the fair value of the net identifiable assets acquired of $1.9 million, has been recorded as goodwill.
Purchased in-process research and development of $350,000$0.4 million was expensed upon acquisition of SMI because technological feasibility of the products under development had not been established and no further alternative uses existed. The value of in processin-process technology was calculated by identifying research projects in areas for which technological feasibility had not been established, estimating the costs to develop the purchased in processin-process technology into commercially viable products, estimating the resulting net cash flows from such products, discounting the net cash flows to present value, and applying the reduced percentage completion of the projects thereto. The discount rates used in the analysis were 19% and were based on the risk profile of the acquired assets.
Purchased research
The acquisition has been accounted for as a purchase and development projects related to electrical motor systems
usedaccordingly, the results of operations of SMI have been included in our consolidated financial statements from May 14, 2002. An amount of $30.7 million, representing the company's flow generator devices and other medical and data storage
equipment. Key assumptions used in the analysis included gross margins of 34%.
Asexcess of the datepurchase price over the fair value of acquisition, new motor systems for use in medicalthe net identifiable assets acquired of $1.9 million, has been recorded as goodwill.
F24
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and health
applications are expected to be completed and commercially available by 2004.
These projects have estimated costs to complete totaling approximately $0.5
million.
The Company believes that the assumptions used to value acquired intangible
assets noted above were reasonable at the time of acquisition. No assurance can
be given, however, that the underlying assumptions used to estimate expected
project revenues, development costs or profitability, or events associated with
such projects, will transpire as estimated. For these reasons, among others,
actual results may vary from the projected results.
LABHARDT2003
| (17) | Business Acquisitions, Continued |
| Fiscal | year ended June 30, 2002 (continued) |
Labhardt AG. On November 15, 2001, the Company'sCompany’s wholly owned subsidiary ResMed International Inc. acquired all the Common Stock of Labhardt Ag,AG, its Swiss distributor for total cash consideration including acquisition costs of $5.5 million.
The acquisition has been accounted for as a purchase and accordingly, the results of operations of Labhardt AG have been included in the Company'sCompany’s consolidated financial statements from November 15, 2001. TheAn amount of $4.2 million, representing the excess of the purchase price over the fair value of the net identifiable assets acquired of $1.3 million, has been recorded as goodwill.
Pro-forma financial information related to Respro Medical Company Limited, John Stark and Associates, SMI and Labhardt AgAG are not included as the effects would not be significant to the consolidated financial statements.
-F21-
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
15. BUSINESS ACQUISITION (CONTINUED)
FISCAL YEAR ENDED JUNE 30, 2001
MAP MEDIZIN-TECHNOLOGIE GMBH (MAP). On February 16, 2001 the Company's fully
owned German Subsidiary, ResMed Beteiligungs GmbH, acquired all the common stock
of MAP Medizin-Technologie GmbH ("MAP'') for total consideration, including
acquisition costs, of $55.4 million. MAP is a leading German designer,
manufacturer and distributor of medical devices for the diagnosis and treatment
of SDB, with a particular focus on OSA.
The acquisition has been accounted for as a purchase and accordingly, the
results of operations of MAP have been included in the Company's consolidated
financial statements from February 16, 2001. The excess of the purchase price
over the fair value of the net identifiable assets acquired of $47.1 million has
been recorded as goodwill.
Purchased in-process research and development of $17,677,000 was expensed upon
acquisition of MAP because technological feasibility of the products under
development had not been established and no further alternative uses existed.
The value of in process technology was calculated by identifying research
projects in areas for which technological feasibility had not been established,
estimating the costs to develop the purchased in process technology into
commercially viable products, estimating the resulting net cash flows from such
products, discounting the net cash flows to present value, and applying the
reduced percentage completion of the projects thereto. The discount rates used
in the analysis were between 27% and 33% and were based on the risk profile of
the acquired assets.
All purchased research and development projects related to medical equipment for
the treatment of sleep disordered breathing, primarily relating to the
development of mask interface systems and autotitrating devices for the
treatment of obstructive sleep apnea and associated disorders. Key assumptions
used in the analysis included gross margins ranging from 70% to 80%. As of the
date of acquisition, the mask interface systems are expected to be completed and
commercially available in 2002 and versions of the autotitrating devices between
2003 and 2005. These projects have estimated costs to complete totalling
approximately $2.0 million.
| (18) | Legal Actions |
The Company believes that the assumptions used to value the acquired intangible
assets were reasonable at the time of acquisition. No assurance can be given,
however, that the underlying assumptions used to estimate expected project
revenues, development costs or profitability, or events associated with such
projects, will transpire as estimated. For these reasons, among others, actual
results may vary from the projected results.
The following unaudited pro-forma financial information presents the combined
results of operations of the Company and MAP as if the acquisition had occurred
as of the beginning of the years ended June 30, 2001 and 2000, respectively and
after giving effect to certain adjustments, including amortization of goodwill
and increased interest expense associated with debt funding the acquisition. The
pro-forma financial information does not necessarily reflect the results of
operations that would have occurred had the Company and MAP constituted a single
entity during such years.
-F22-
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
15. BUSINESS ACQUISITION (CONTINUED)
(In thousands except per share data) 2001 2000
Net revenue $172,250 $138,396
Net income 28,556 17,612
Basic earnings per share $ 0.92 $ 0.58
Diluted earnings per share $ 0.85 $ 0.55
Basic shares outstanding 31,129 30,153
Diluted shares outstanding 33,484 32,303
During the December 2001, the Company paid an amount of $1.4 million as final
consideration associated with the purchase of MAP. The amount has been recorded
as goodwill.
EINAR EGNELL AB. On January 31, 2000, the Company's wholly 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.
16. COMPREHENSIVE INCOME
As of July 1, 1999, 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.
Movements in comprehensive income (loss) for the year ended June 30, 2002 are
presented below (in thousands):
Foreign Unrealized Accumulated Other Retained Accumulated
Currency Gains on Comprehensive Earnings Comprehensive
Items Securities Income (Loss) Income (Loss)
Beginning balance, July 1, 2001 ($29,572) - ($29,572) $ 77,137 $ 47,565
Current period change 21,342 105 21,447 37,506 58,953
Ending balance, June 30, 2002 ($8,230) 105 ($8,125) $114,643 $106,518
Comprehensive income/(loss) for the years ended June 30, 2002, June 30,
2001 and June 30, 2000 was $59.0 million, ($4.8) million and $14.5 million,
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 June 30, 2002
and June 30, 2001 consisted of foreign currency translation adjustments with net
debit balances of $8.2 million and $29.6 million, respectively and unrealized
gains on securities of $105,000 (net of tax of $57,000) and zero, respectively.
-F23-
RESMED INC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
17. LEGAL ACTIONS
The Company is currently engaged in litigation relating to the enforcement and defense of certain of its patents.patents during the fiscal year ended June 30, 2004.
1995 Litigation with Respironics. In January 1995, the Companyour subsidiary, ResMed Limited, filed a complaint in the United States District Court for the Southern District of California seeking monetary damages from and injunctive relief against Respironics, Inc. for alleged infringement of three ResMedof its patents. In February 1995, Respironics filed a complaint in the United StatesU.S. District Court for the Western District of Pennsylvania, in Pittsburgh, against the CompanyResMed Limited seeking a declaratory judgment that Respironics, Inc. does not infringe claims of these patents and that the Company'sResMed Limited’s patents are invalid and unenforceable. The
two actions were combined
On September 5, 2003, ResMed and are proceedingRespironics settled this action. ResMed and Respironics have dismissed all claims in the United Statesaction with prejudice.
2002 Litigation with Respironics. On October 11, 2002, ResMed Inc, ResMed Corp, and ResMed Limited filed a lawsuit in U.S. District Court for the Southern District of California, in San Diego against Respironics, Inc. ResMed’s suit seeking a judgment that certain of Respironics’ mask products (Contour Deluxe, Comfort Classic, Comfort Select, and Image3 masks) infringe patents held by ResMed. The complaint further charged Respironics with copying ResMed’s proprietary mask technology, and alleged violation of the Lanham Act, trademark and trade dress infringement, and common law violations relating to the appearance of ResMed’s mask products. ResMed sought an injunction and damages. On March 4, 2003, the Court denied Respironics’ motion to transfer the case to the U.S. District Court for the Western District of Pennsylvania. In June 1996, the Company filed an
additional complaint against
On October 16, 2002 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.
In January 2001, MAP Medizin-Technologie GmbHInc. filed a lawsuit in the Civil
Chamber of MunichU.S. District Court against Hofrichter GmbH seeking actual and exemplary
monetary damages for the unauthorizedWestern District of Pennsylvania, in Pittsburgh, against ResMed Limited seeking a declaratory judgment that Respironics, Inc. does not infringe the patents that are the subject of ResMed’s October 11, 2002 complaint filed in San Diego, that such patents are invalid and infringing useunenforceable and that Respironics has not committed any other trademark, trade dress or common law violations. On July 29, 2003, the court ordered the case transferred to the U.S. District Court for the Southern District of California.
On September 5, 2003, ResMed and Respironics settled both lawsuits involved in the Company's
trademarks2002 Litigation. ResMed and patents. An initial decision has been madeRespironics have dismissed all claims in favor of MAP.
Hofrichter has filed an appealthe actions with prejudice.
F25
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and have sort Court determination that the MAP
patents do not apply to certain Hofrichter products.2003
| (18) | Legal Actions, Continued |
2002 Litigation with Fisher & Paykel Healthcare. On August 26, 2002, ResMed Inc., ResMed Corp. and ResMed Limited filed a lawsuit in FederalU.S. District Court for the Southern District of California, in San Diego against Fisher & Paykel Healthcare. The ResMedHealthcare Inc and Fisher & Paykel Healthcare Limited (“Fisher & Paykel Healthcare”). ResMed’s amended complaint seekssought a judgment that selected Fisher & Paykel Healthcare mask products (ACLAIM and ACLAIM 2
masks) infringe patents held by ResMed. The complaint further chargescharged the defendantdefendants with the copying of ResMed proprietary mask technology and alleges violations of the Lanham Act, trademark and trade dress infringement and common law violations relating to the appearance of ResMed mask products.
On May 6, 2003, ResMed and Fisher & Paykel Healthcare agreed to settle this patent infringement lawsuit. In accordance with the settlement, Fisher & Paykel introduced a new design of its mask in the United States and ResMed will not assert intellectual property claims against the new mask. ResMed has dismissed the lawsuit with prejudice.
Other Litigation. In addition to the matters described above, in the normal course of business, we are subject to routine litigation incidental to our business. While the Companyresults of this litigation cannot be predicted with certainty, we believe that their final outcome will not have a material adverse effect on our consolidated financial statements taken as a whole.
| (19) | In-Process Research and Development Charge |
MAP
On acquisition of MAP Medizin-Technologie GmbH (MAP) in February 2001, we recognized as an expense a charge of $17.7 million with respect to five in-process research and development programs under active development by MAP at date of acquisition. The five projects were:
| (i) | A single-walled nasal cushion mask system. |
| (ii) | A new headgear system |
| (iii) | A standalone active humidifier |
| (iv) | An autotitration CPAP device for treatment of OSA |
| (v) | A new OSA diagnostic screening device. |
The status of each project as of June 30, 2004 is prosecutingas noted below:
| (i) | Single-walled nasal cushion |
The nasal cushion under development by MAP on acquisition was originally due for release in October 2001. Delays in the design and manufacturing process delayed the release for seven months, until April 2002. The delay in release of the product was not significant over its expected life cycle, and has made no significant impact on the net return assumptions used in the initial in-process research and development model. Since release, the product (now referred to as the Papillon) has met or exceeded all sales forecasts.
F26
RESMED INC.AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2004 and 2003
| (19) | In-Process Research and Development Charge, Continued |
| (ii) | New headgear |
The new headgear product line was withheld to coincide with the release of the Papillon mask system in April 2002 and so was also seven months behind schedule in projected release dates. Since release, the new headgear system has exceeded original sales projections and continues to meet or exceed initial expectations.
| (iii) | Standalone active humidifier |
Due to other priorities and to the introduction of integrated humidification flow generator devices by a number of competitors during fiscal 2002, we have abandoned the standalone humidifier project.
Given the relatively small revenue forecast of the product line in the in-process research and development model, the financial impact of this project is not material to ResMed or the net return of the MAP acquisition.
| (iv) | Auto titration CPAP Device |
The main product development effort of MAP since acquisition has been on the completion of the Autotitration CPAP flow generator specified in the initial in-process research and development charge, now referred to as the Magellan. This project experienced some delays due to the complexity of the software algorithm development process and associated electronics resulting in the product being released in November 2002. Sales are now broadly consistent with our initial expectations.
| (v) | OSA diagnostic screening device |
MAP’s new diagnostic screening device, now called the microMESAM, was released in the German market in March 2004. We remain confident in the capacity of the device to enhance the diagnostic process, and remain confident in the potential of the product to significantly impact the treatment and diagnosis of obstructive sleep apnea in the German market.
As at June 30, 2004, four of the five programs have been completed with the release of the Papillon mask system, upgraded headgear, Magellan flow generator and MicroMESAM.
Given the completion of the above actions, there can be no assurance
thatresearch programs and performance of the Company will be successful.
-F24-
F27
RESMED INC.AND SUBSIDIARIES
VALUATIONAND QUALIFYING ACCOUNTSAND RESERVES
YEARS ENDED JUNE 30, 2004, 2003AND 2002
(in thousands)
| Balance at Beginning of Period | Charged to costs and expenses | Other (deductions) | Balance at end of period | |||||||
Year ended June 30, 2004 | ||||||||||
Applied against asset account | ||||||||||
Allowance for doubtful accounts | $ | 2,474 | 1,178 | (455 | ) | 3,197 | ||||
Year ended June 30, 2003 | ||||||||||
Applied against asset account | ||||||||||
Allowance for doubtful accounts | $ | 1,938 | 1,144 | (608 | ) | 2,474 | ||||
Year ended June 30, 2002 | ||||||||||
Applied against asset account | ||||||||||
Allowance for doubtful accounts | $ | 892 | 1,542 | (496 | ) | 1,938 | ||||
See accompanying report of independent registered public accounting firm.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DATED September 9, 2002
August 27, 2004
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
Inc.
/S/ PETERC.FARRELL |
Peter C. Farrell |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
/S/ PETER C. FARRELL Peter C. Farrell | Chief Executive Officer, President, Chairman of the Board (Principal Executive Officer) | August 27, 2004 | ||
/S/ ADRIAN M. SMITH Adrian M. Smith | Senior Vice President Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | August 27, 2004 | ||
/S/ CHRISTOPHER G. ROBERTS Christopher G. Roberts | Director | August 27, 2004 | ||
/S/ MICHAEL A. QUINN Michael A. Quinn | Director | August 27, 2004 | ||
/S/ GARY W. PACE Gary W. Pace | Director | August 27, 2004 | ||
/S/ DONAGH MCCARTHY Donagh McCarthy | Director | August 27, 2004 | ||
/S/ CHRISTOPHER A. BARTLETT Christopher Bartlett | Director | August 27, 2004 | ||
/S/ LOUIS A. SIMPSON Louis Simpson | Director | August 27, 2004 | ||
RESMED INC.AND SUBSIDIARIES
EXHIBIT INDEX
| 2.2 | Agreement and Plan of Merger dated as of May 14, 2002 |
| 3.1 | Certificate of Incorporation of Registrant, as amended (1) |
| 3.2 | By-laws of Registrant(1) |
| 4.1 | Form of certificate evidencing shares of Common Stock(1) |
| 4.2 | Rights agreement dated as of April 23, 1997(2) |
| 4.3 | Indenture dated as of June 20, 2001, between ResMed Inc and American Stock Transfer & Trust Company (5) |
| 4.4 | Registration Rights Agreement dated as of June 20, 2001, by and between ResMed Inc, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Banc Alex Brown Inc., William Blair & Company, L.L.C., Macquarie Bank Limited and UBS Warburg LLC(5) |
| 4.5 | Registration Rights Agreement dated as of May 14, 2002 |
| 10.1 | 1995 Stock Option Plan(1) |
| 10.2 | 1997 Equity Participation Plan(3) |
| 10.3 | Licensing Agreement between the University of Sydney and ResMed Limited dated May 17, 1991, as amended(1) |
| 10.5 | Loan Agreement between the Australian Trade Commission and ResMed Limited dated May 3, 1994(1) |
| 10.6 | Lease for 10121 Carroll Canyon Road, San Diego 92131-1109, U.S.A.(4) |
| 10.7 | Sale and Leaseback Agreements for 97 Waterloo Rd, North Ryde, Australia(5) |
| 10.8 | Employment Agreement dated as of May 14, 2002, between Servo Magnetics Acquisition Inc., and Mr. Leslie Hoffman(6) |
| 10.9 | Agreement for the purchase of Lot 6001, Norwest Boulevarde, Norwest Business Park, Baulkham Hills, Australia(6) |
| 10.10 | 2003 Employee Stock Purchase Plan(7) |
| 11.1 | Computation of Earnings per Common Share |
| 21.1 | Subsidiaries of the Registrant |
| 23.1 | Independent Registered Public Accounting Firm’s Report on Schedule and Consent |
| 31.1 | Certifications of Chief Executive Officer Pursuant to |
| 31.2 | Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certifications of Chief Executive Officer and |
| (1) | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (No. 33-91094) declared effective on June 1, 1995. |
| (2) | Incorporated by reference to the Registrant’s Registration Statement on Form 8-A12G filed on April 25, 1997. |
| (3) | Incorporated by reference to the Registrant’s 1997 Proxy Statement. |
| (4) | Incorporated by reference to the Registrant’s Report on Form 10-K dated June 30, |
| (5) | Incorporated by reference to the Registrant’s Report on Form 10-K dated June 30, |
| (6) | Incorporated by reference to the Registrant’s Report on Form 10-K dated June 30, |
| (7) | Incorporated by reference to the Registrant’s 2003 Proxy Statement. |