Form: 8-K/A

Current report filing

May 1, 2001

Documents

8-K/A: Current report filing

Published on May 1, 2001



================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

----------
Form 8-K/A
----------

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



February 16, 2001
Date of Report (Date of earliest event reported)

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


Delaware 0-26038
(State or other jurisdiction of incorporation) (Commission File Number)


98-0152841
(IRS Employer Identification No)


14040 Danielson Street, Poway CA
(Address of principal executive offices)

92064-6857
(Zip Code)



(858) 746 2400
Registrant's Telephone number, including area code



Not Applicable
(Former name or former address, if changed since last report)

================================================================================

- --------------------------------------------------------------------------------
The undersigned registrant hereby amends item 7 on its current report on Form 8-
K dated March 2, 2001 as set out below:
- --------------------------------------------------------------------------------


Item 7 FINANCIAL STATEMENTS, UNAUDITED CONDENSED CONSOLIDATED PRO FORMA
FINANCIAL STATEMENTS AND EXHIBITS


A. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

Independent auditors' report dated April 12, 2001.

Audited Consolidated Balance Sheets of MAP Medizin - Technologie GmbH for
the years ended December 31, 2000 and December 31, 1999.

Audited Consolidated Statements of Income for the years ended December 31,
2000 and 1999.

Audited Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2000 and 1999.

Audited Consolidated Statements of Cash Flows for the years ended
December 31, 2000 and 1999.

Notes to the Consolidated Financial Statements.



B. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Consolidated Financial Statements of ResMed
Inc as of December 31, 2000 for the year ended June 30, 2000, and six
months ended December 31, 2000, respectively.



C. EXHIBITS

2.1 Purchase Agreement dated February 16, 2001 between MAP Medizin -
Technologie GmbH and ResMed Beteiligungs GmbH, a fully owned
subsidiary of ResMed Inc.(1)

23.1 Consent of Haarmann, Hemmelrath & Partner.

99.3 Press Release, dated February 19, 2001, issued by ResMed, Inc. (1)
-------
(1) Previously filed.

SIGNATURES


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



Date: April 30, 2001


ResMed Inc



/s/ ADRIAN M SMITH
- --------------------------------------------------
Vice President Finance and Chief Financial Officer

HAARMANN, HEMMELRATH & PARTNER GMBH

Report of Independent Accountants
---------------------------------

We have audited the accompanying consolidated balance sheets as of December 31,
2000 and 1999, the related statements of income for the fiscal years 2000 and
1999, the statements of stockholders' equity for the fiscal years 2000 and 1999
as well as the statements of cash flows for the fiscal years 2000 and 1999 of
MAP Medizin-Technologie GmbH, Martinsried. Those consolidated financial
statements are the responsibility of the management of the Company. Our
responsibility is to express an opinion on the consolidated financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts in the consolidated financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of MAP
Medizin-Technologie GmbH, Martinsried, as of December 31, 2000 and 1999 and the
results of its operations and cash flows for the fiscal years 2000 and 1999 in
conformity with generally accepted accounting principles in the US.

Munich, April 12, 2001

Haarmann, Hemmelrath & Partner GmbH
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft

/s/ ZELGER WIRTSCHAFTSPRUFER /s/ EICHLER WIRTSCHAFTSPRUFER
---------------------------- -----------------------------
Zelger Wirtschaftsprufer Eichler Wirtschaftsprufer

-F1-

MAP Medizin-Technologie GmbH
Consolidated Balance Sheets
December 31, 2000 and 1999
(in thousands)



Note December 31, December 31,
2000 1999
DM DM
-------------------------------------

ASSETS
Current assets:
Cash and cash equivalents 540 288
Accounts receivable, net of allowance for doubtful accounts of
DM295 and DM228 at December 31, 2000 and 1999, respectively 4 6,056 5,042
Inventories, net 5 17,336 12,361
Prepaid expenses and other current assets 6 1,856 1,071
------------------------------
Total Current assets 25,788 18,762
------------------------------

Goodwill, net of accumulated amortization of DM 7,740 and DM 4,481 at
December 31, 2000 and 1999, respectively 8 57,446 60,705
Patents, net of accumulated amortization of DM 11 and nil at December 31, 2000
and 1999, respectively 8 203 106
Property, Plant and Equipment, net of accumulated depreciation of
DM 3,274 and DM 2,126 at December 31, 2000 and 1999, respectively 9 3,548 3,737
Other Non Current Assets 50 50
------------------------------
Total Non Current Assets 61,247 64,598
------------------------------

Total Assets 87,035 83,360
==============================


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank overdraft 10 2,707 1,911
Bank borrowings 10 15,610 11,210
Accounts payable 3,222 2,238
Income taxes payable 1,889 418
Accrued expenses 11 12,330 9,171
Deferred tax liability 7 1,246 2,274
Shareholders' Loans 1,025 1,000
------------------------------
Total Current Liabilities 38,029 28,222
------------------------------

Non-current Liabilities:
Bank borrowings 10 12,307 20,790
Other non-current liabilities 12 427 -
------------------------------
Total Non-current Liabilities 12,734 20,790
------------------------------

Stockholders' Equity
Common stock 100 100
Additional paid-in-capital 34,464 34,464
Retained earnings (losses) 1,707 (216)
Accumulated other comprehensive income 1 -
------------------------------
Total Stockholders' Equity 36,272 34,348
------------------------------

Total Liabilities and Stockholders' Equity 87,035 83,360
==============================


See accompanying notes to the consolidated financial statements.

-F2-

MAP Medizin-Technologie GmbH
Consolidated Statements of Income
December 31, 2000 and 1999
(in thousands)



Note December 31, December 31,
2000 1999
DM DM
-------------------------------------


Net revenue 52,302 47,024
Cost of sales (22,444) (17,366)
------------------------------
Gross Profit 29,858 29,658
------------------------------

Operating expenses:
Selling, general and administrative (23,542) (23,526)
Research and development (3,836) (3,518)
------------------------------
Total operating expenses (27,378) (27,044)
------------------------------

Income from operations 2,480 2,614

Other income (expenses)
Interest expense, net (2,241) (1,782)
------------------------------
Income before Income Taxes 239 832
------------------------------

Income taxes 7 1,684 (2,651)
------------------------------
Net Income/ (loss) 1,923 (1,819)
==============================


See accompanying notes to the consolidated financial statements.

-F3-

MAP Medizin-Technologie GmbH
Consolidated Statements of Stockholders' Equity
(in thousands)




Common Additional Retained Accumulated other Total Comprehensive
Stock Paid-in capital Earnings Comprehensive Stockholders' Income
(losses) Income (loss) Equity
DM DM DM DM DM DM
---------------------------------------------------------------------------------------------

Balances as of January 1, 1999 100 34,464 1,603 - 36,167 1,603
=============================================================================================

Net Loss -- -- (1,819) (1,819) (1,819)
Foreign currency translation
adjustments -- -- --
---------------------------------------------------------------------------------------------
Balances as of December 31, 1999 100 34,464 (216) -- 34,348 (216)
=============================================================================================
Net Income -- -- 1,923 1,923 1,923
Foreign currency translation
adjustments 1 1 1
---------------------------------------------------------------------------------------------
Balances as of December 31, 2000 100 34,464 1,707 1 36,272 1,708
=============================================================================================


See accompanying notes to the consolidated financial statements.

-F4-

MAP Medizin-Technologie GmbH
Consolidated Statements of Cash Flows
December 31, 2000 and 1999
(in thousands)



December 31, December 31,
2000 1999
DM DM
----------------------------

Cash Flows from Operating Activities
Net Income (Loss) 1,923 (1,819)
----------------------------

Adjustments to reconcile Net Income (Loss) to Net Cash
provided by Operating Activities:
Depreciation and amortization 1,353 1,103
Goodwill amortization 3,259 3,259
Deferred income taxes (1,028) 786

Changes in operating assets and liabilities:
Accounts receivable, net (1,014) (1,342)
Inventories (4,975) (2,935)
Prepaid expenses and other current assets (785) (193)
Accounts payable and accrued expenses 4,021 3,033
Income taxes payable 1,471 757
----------------------------
Net cash provided by operating activities 4,225 2,649
----------------------------
Cash Flows Used in Investing Activities:
Purchases of intangible assets (108) (106)
Purchases of property, plant and equipment (1,606) (3,920)
Proceeds from sale of property, plant and equipment 454 2
----------------------------
Net cash used in investing activities (1,260) (4,024)
----------------------------
Cash Flows Used in Financing Activities:
Proceeds from bank borrowings 4,400 4,010
Repayment of bank borrowings (8,483) (8,010)
Proceeds from bank overdraft 796 1,538
Shareholders' loans 25 0
Proceeds from capital lease 550 0
----------------------------
Net cash used in financing activities (2,712) (2,462)
----------------------------
Effect of exchange rate changes on cash (1) (1)
----------------------------
Net increase/(decrease) in cash and cash equivalents 252 (3,838)
----------------------------
Cash and cash equivalents at beginning of period 288 4,126
----------------------------
Cash and cash equivalents at end of period 540 288
============================
Supplemental disclosure of cash flow information:
Income taxes paid 633 5
Interest paid 1,853 1,761
=============================


See accompanying notes to the consolidated financial statements.

-F5-

MAP Medizin-Technologie GmbH and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999

1. Organization and Basis of Presentation

MAP Medizin-Technologie GmbH (in the following "MAP GmbH" or "Company") is
a company formed under the German Company Law for limited liability
companies as of July 10, 1998 and has its seat in Martinsried/Germany. MAP
GmbH is the holding company for MAP Medizintechnik fur Arzt und Patient
GmbH & Co. KG, Martinsried/Germany. MAP Medizintechnik fur Arzt und
Patient GmbH & Co, Martinsried/Germany, designs, manufacturers and markets
devices for the evaluation and treatment of sleep disordered breathing
("SDB"), primarily obstructive sleep apnea. Furthermore, MAP GmbH is the
holding company for distribution and sales companies in France,
Switzerland, Austria and The Netherlands.


2. Summary of Significant Accounting Principles

A. Consolidation
-------------

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


B. Revenue Recognition
-------------------

Revenue on product sales is recorded at the time of shipment. Service
revenue received in advance from service contracts is initially
capitalized and progressively recognized as revenue over the life of
the service contract.


C. Inventories
-----------

Inventories, including work-in-process, are valued at the lower of
cost or market. Cost is determined primarily on the basis of weighted
average cost. Market value is the selling price in ordinary course of
business, less the costs of completion, marketing and distribution.


D. Patents
-------

The registration costs for new patents are capitalized and amortized
over the estimated useful life of the patent, generally 10 years. In
the event of a patent being superseded, the unamortized costs are
written off immediately.


-F6-


MAP Medizin-Technologie GmbH and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999

2. Summary of Significant Accounting Principles (Continued)

E. Goodwill
--------

Goodwill arising from business acquisitions is amortized on a straight
line basis over a period of 20 years. The Company carries goodwill at
cost net of accumulated amortization. The Company reviews its goodwill
carrying value when events indicate that an impairment may have
occurred in goodwill. If, based on the undiscounted cash flows,
management determines goodwill is not recoverable, goodwill is written
down to its discounted cash flow value and the amortization period is
reassessed. Amortization expense of goodwill was DM 3,259,000 and DM
3,259,000 for the year's end December 31, 2000 and 1999, respectively.

F. Property, Plant and Equipment
-----------------------------

Property, plant and equipment is recorded at cost of acquisition
and/or production and is amortized over the expected useful life.
Depreciation is computed using the following methods and over the
following useful lives:

Method of Period of
Balance Sheet Item Depreciation Depreciation
------------------ ------------- ------------
Computer equipment straight-line 3 to 5 years
Fixtures and Office Equipment straight-line 2 to 10 years

Maintenance and repairs are charged to expense as incurred.


G. Warranty
--------

Estimated future warranty obligations related to certain products are
provided by charges to operations in the period in which the related
revenue is recognized.


H. Income Taxes
------------

The Company accounts for income taxes under the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. 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.

-F7-

MAP Medizin-Technologie GmbH and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999


2. Summary of Significant Accounting Principles (Continued)

I. Foreign Currency
----------------

The financial statements drawn up in foreign currencies are translated
into German Marks (DM). Assets and liabilities of foreign
subsidiaries, whose functional currencies are not DM, are translated
into DM at the exchange rate as of the balance sheet date, and revenue
and expense transactions are translated at the average rates for the
year. Cumulative translation adjustments are recognized as part of
comprehensive income and are included in accumulated other
comprehensive income/(loss) in the consolidated balance sheet until
such time as the subsidiary is sold or substantially or completely
liquidated.


J. Research and Development
------------------------

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


K. Financial Instruments
---------------------

The carrying value of financial instruments, such as of cash and cash
equivalents, accounts receivable and accounts payable approximate
their fair value because of their short-term nature. The Company does
not hold or issue financial instruments for trading purposes.


The fair value of financial instruments is defined as the amount at
which the instruments could be exchanged in a current transaction
between willing parties.

L. Impairment of Long-Lived Assets
-------------------------------

The Company periodically evaluates the carrying value of long-lived
assets to be held and used, including certain identifiable intangible
assets, when events and circumstances indicate that the carrying
amount of an asset may not be recoverable. 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 asset exceeds the fair value of the asset. Assets to be
disposed are reported at the lower of the carrying amount or fair
value less cost to sell.


M. Cash and Cash equivalents
-------------------------

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

-F8-

MAP Medizin-Technologie GmbH and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999


3. Business Acquisitions

Acquisition of MAP Medizintechnik fur Arzt und Patient GmbH & Co. KG,
Martinsried/Germany

By way of agreement dated August 14, 1998, the Company acquired with
immediate effect all shareholdings in MAP Medizintechnik fur Arzt und
Patient GmbH & Co. KG, Martinsried/Germany, at a price of DM 65,077,000.

TDM
------
Fair value of assets acquired (109)
Goodwill on acquisition 65,186
------
Consideration 65,077
======

The excess of the purchase price over fair value of the net identifiable
assets acquired is allocated to goodwill and is amortized on a straight
line basis over twenty years.


4. Trade Accounts receivables

Dec 31, 2000 Dec 31, 1999
TDM TDM
------------------------------
Trade receivables 6,351 5,270
Less allowance for doubtful accounts (295) (228)
------------------------------
6,056 5,042
==============================

5. Inventories

Inventories, net were comprised of the following as of December 31, 2000
and 1999:

Dec 31, 2000 Dec 31, 1999
TDM TDM
------------------------------
Raw materials and supplies 2,758 2,040
Work in progress 88 902
Finished goods 14,490 9,419
------------------------------
17,336 12,361
==============================

-F9-

MAP Medizin-Technologie GmbH and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999


6. Prepaid Expenses and Other Current Assets

Dec 31, 2000 Dec 31, 1999
TDM TDM
------------------------------
Receivable from shareholders' 184 184
Other receivables 638 --
Prepaid expenses 199 120
Prepayments 94 --
Other 741 767
------------------------------
1,856 1,071
==============================

7. Income taxes

The provision for income taxes is presented below:

2000 1999
TDM TDM
-----------------------
Current income taxes 695 (2,130)
Deferred income taxes 989 (521)
Total income taxes 1,684 (2,651)
=======================

The provision for income taxes differs from the amount of income tax
computed by applying the applicable income tax rates mentioned above to
pretax income as a result of the following (in thousands):

2000 1999
TDM TDM
-------------------------
Computed "expected" tax expenses (127) (441)
Reconciliation to provision for income taxes:
Effect of changes in German tax rates on
deferred tax balances 492 --
Tax effect of non deductible goodwill (671) (671)
Tax effect of intercompany writedown 3,686 --
Change in valuation allowance (1,162) (1,094)
Effect of non German tax rates (482) (411)
Other (52) (34)
1,684 (2,651)
=========================

On January 1, 2001, the German Federal tax rate was reduced such that the
Company's effective tax rate on its German income reduced from 53% to 38%.

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
comprised of the following at December 31, 2000 and 1999:


-F10-

MAP Medizin-Technologie GmbH and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999

7. Income taxes (Continued)

Dec 31, 2000 Dec 31, 1999
TDM TDM
---------------------------
Deferred tax assets:
-------------------
R&D software 214 --
Intercompany profit in inventory 277 280
Net operating losses carried forward 4,037 1,760

4,528 2,040
Less valuation allowance (2,256) (1,094)
Net deferred tax asset 2,272 946
---------------------------

Deferred tax liabilities:
------------------------
Patents (77) (57)
Accelerated goodwill tax deduction (3,364) (3,163)
Other (77) -
---------------------------
(3,518) (3,220)
---------------------------
Net deferred tax liability (1,246) (2,274)
============================

The valuation allowance at December 31, 2000 and 1999, primarily relates
to a provision for uncertainty as to the utilization of net operating loss
carryforwards. The net change in the valuation allowance was an increase
of DM 1,162,000 for the year ended December 31, 2000. The measurement of
deferred tax assets and liabilities at December 31 each year reflect
foreign currency translation adjustments, changes in enacted tax rates and
changes in temporary differences.

8. Intangible Assets

Dec 31, 2000 Dec 31, 1999
TDM TDM
-----------------------------
Goodwill 65,186 65,186
Accumulated amortization (7,740) (4,481)
-----------------------------
57,446 60,705
=============================

Patents 214 106
Accumulated depreciation and amortization (11) --
-----------------------------
203 106
=============================

9. Property, Plant and Equipment

Dec 31, 2000 Dec 31, 1999
TDM TDM
-----------------------------
Machinery and equipment 2,796 2,671
Fixtures and office equipment 1,712 1,682
Computer equipment 2,314 1,510
-----------------------------
6,822 5,863
Accumulated depreciation and amortization (3,274) (2,126)
-----------------------------
3,548 3,737
==============================

-F11-

MAP Medizin-Technologie GmbH and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999

10. Bank borrowings
Current bank borrowings:



Bank Dec 31, Dec 31, Term Interest rate Securities
2000 1999
TDM TDM
-------------------------------------------------------------------------------------------------------------------

Overdraft facilities:
Dresdner Bank 927 1,313 13.75 % Accounts receivables and inventories (70%)
Bayerische Landesbank 1,779 505 13.75 % Accounts receivables and inventories (30%)
Bank Nationale de Paris 1 93

2,707 1,911

Term loans:
Dresdner Bank 7,200 7,200 3/14/01 7.225 % Accounts receivables and inventories (70%)
Dresdner Bank 810 810 1/3/01 7.225 % Accounts receivables and inventories (70%)
Dresdner Bank 7,600 3,200 2/28/01 7.3870 % Accounts receivables and inventories (70%)

15,610 11,210
18,317 13,121
===================================================================================================================


Non current bank borrowings:



Bank Dec 31, Dec 31, Term Interest rate Securities
2000 1999
TDM TDM
-------------------------------------------------------------------------------------------------------------------

Term loans:
Dresdner Bank 11,767 18,967 8/31/03 7.225 % Accounts receivables and inventories (70%)
Dresdner Bank 540 1,823 8/31/03 7.225 % Accounts receivables and inventories (70%)
-------------------------------------------------------------------------------------------------------------------
12,307 20,790
=========================================================================================================================


The Company has overdraft facilities in the amount of TDM 3,500 with
Dresdner Bank and in the amount of TDM 1,500 with Bayerische Landesbank.


11. Accrued expenses

Accrued expenses at December 31, 2000 and 1999 consist of the following:

Dec 31, 2000 Dec 31, 1999
TDM TDM
------------------------------
Employee related cost 2,269 2,174
Consultant and professional fees 203 275
Service warranties 119 112
Deferred revenue 6,873 4,355
Value added taxes 1,093 1,114
Interest payable 423 0
Other 1,350 1,141
------------------------------
12,330 9,171
==============================

-F12-

MAP Medizin-Technologie GmbH and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999


12. Commitments

The Company leases Buildings, Motor vehicles and Computer equipment under
operating leases. Rental charges on these items are expensed as incurred.
At December 31, 2000 the Company had the following future minimum lease
payments under non cancelable operating leases:



2001 2002 2003 2004 2005 TOTAL
TDM TDM TDM TDM TDM TDM
----------------------------------------------------

Computer equipment 158 114 114 48 0 434
Rent 1,139 944 900 521 0 3,504
Motor vehicles 542 361 64 0 0 967
1,839 1,419 1,078 569 0 4,905
====================================================


Rent expense under operating leases for the years ended December 31, 2000
and 1999 were approximately TDM 900 and TDM 550, respectively.

The Company leases Computer software under capital leases for which the
liability is shown as other current liabilities in the amount of TDM 123
and as other non-current liabilities in the amount of TDM 427. The term of
the contract is 48 months with the first repayment commencing January 1,
2001. The interest rate of the contract is 7.25 %.

13. Events after the Balance Sheet Date

On February 16, 2001 ResMed Beteiligungs GmbH, a wholly owned subsidiary
of ResMed Inc, acquired all the issued capital of the Company from its
existing shareholders.

14. Legal actions

The Management of the Company is not aware of any legal actions or
contingencies against the Company.

In January 2001, the Company filed a lawsuit in the Civil Chamber of
Munich Court against Hofrichter GmbH seeking actual and exemplary monetary
damages for the unauthorized and infringing use of the Company's
trademarks and patents.

While the Company is prosecuting the above action, there can be no
assurance that the Company will be successful.

-F13-

MAP Medizin-Technologie GmbH and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2000 and 1999


15. Segment Reporting

The Company operates solely in the sleep disordered breathing sector of
the respiratory medicine industry. The Company therefore believes that
given the single market focus of its operations and the interdependence of
its products that the Company operates as a single segment. The Company
assesses performance and allocates resources on the basis of a single
operating entity.

The Company generates over 90% of its revenue in Germany and therefore
believes its operations are conducted in one geographic segment.



Martinsried, April 12, 2001



/s/ DR STEFAN MADAUS
- -----------------------------
Dr Stefan Madaus
Managing Director



/s/ CASPAR GRAF STAUFFENBERG
- -----------------------------
Caspar Graf Stauffenberg
Chief Financial Officer



/s/ HARALD VOGELE
- -----------------------------
Harald Vogele
Chief Operating Officer


-F14-

ResMed Inc
Pro Forma Condensed Consolidated Financial Information


The following unaudited pro forma condensed consolidated financial statements
present the estimated effects of the acquisition of MAP Medizin - Technologie
GmbH. The Pro Forma Condensed Consolidated Statements of Operations for the
year ended June 30, 2000 and the six months ended December 31, 2000 assume that
the purchase occurred on July 1, 1999 and July 1, 2000 respectively. Also
presented is the unaudited December 31, 2000 Pro Forma Condensed Consolidated
Balance Sheet giving effect to the purchase of MAP GmbH as if it had been
consummated on December 31, 2000. See "Note 1 - Basis of Presentation".

The pro forma information is based on the historical consolidated financial
statements of ResMed Inc and the historical financial statements of MAP GmbH
adjusted for related preliminary estimates and assumptions. The pro forma
adjustments are applied to the historical consolidated financial statements of
ResMed Inc and MAP GmbH to account for the MAP GmbH acquisition using the
purchase method of accounting. Under purchase accounting, the total purchase
price of MAP GmbH was allocated to the assets and liabilities acquired based on
their fair values as of the acquisition date, with the excess of purchase price
over the fair value of tangible and identifiable intangible assets acquired less
the fair value of liabilities assumed recorded as goodwill. Although the final
allocation may differ, the Pro Forma Condensed Consolidated financial
information reflects ResMed Inc management's best estimate based on currently
available information.

The unaudited pro forma condensed consolidated financial statements are not
necessarily indicative of the actual results that would have occurred had the
purchase been consummated on the applicable date indicated. Moreover, they are
not intended to be indicative of future results of operations or financial
position. These unaudited pro forma financial statements should be read in
conjunction with the Notes to the Pro Forma Condensed Consolidated Financial
Statements, the audited financial statements and notes for MAP GmbH included
herein and the audited historical consolidated financial statements of ResMed
Inc.


-F15-

ResMed Inc
Unaudited Pro Forma Condensed Consolidated Balance Sheet
December 31, 2000
(in thousands of dollars, except share and per share data)



MAP GmbH
ResMed Inc Business Pro forma
Historical Historical Adjustments Notes Consolidated
---------------------------------------------------------------------------

ASSETS
Current assets:
Cash and cash equivalents $ 16,857 260 - $ 17,117
Marketable securities - available-for-sale 1,322 - - 1,322
Accounts receivable, net 28,965 2,916 - 31,881
Inventories 19,790 8,347 428 2(b) 28,565
Deferred income taxes 2,400 - - 2,400
Prepaid expenses and other current assets 6,345 894 - 7,239
---------------------------------------------------------------------------
Total current assets 75,679 12,417 428 88,524
---------------------------------------------------------------------------

Property, plant and equipment, net 53,947 1,709 - 55,656
Patents, net 1,352 98 - 1,450
Goodwill, net 5,228 27,659 21,117 2(b) 54,004
Other assets 4,039 24 - 4,063
---------------------------------------------------------------------------
Total assets $140,245 41,907 21,545 $203,697
===========================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Account payables $ 8,662 1,551 - $ 10,213
Accrued expenses 12,233 5,937 550 1 18,720
Income taxes payable 7,014 909 - 7,923
Other loans - 494 - 494
Bank overdraft - 1,303 - 1,303
Deferred tax liability - 600 - 600
Current portion of long-term debt 4,500 7,516 - 12,016
---------------------------------------------------------------------------
32,409 18,310 550 51,269

Long term debt less current portion thereof - 5,926 57,110 2(b) 63,036
Other non current liabilities - 206 - 206
---------------------------------------------------------------------------
Total liabilities 32,409 24,442 57,660 114,511
---------------------------------------------------------------------------

Stockholders' equity:
Common Stock 125 48 (48) 125
Additional paid-in-capital 46,029 16,594 (16,594) 46,029
Retained Earnings 78,985 822 (19,472) 60,335
Accumulated other comprehensive income (17,303) 1 (1) (17,303)
---------------------------------------------------------------------------
107,836 17,465 (36,115) 89,186

---------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $140,245 41,907 21,545 $203,697
===========================================================================


See accompanying notes to unaudited pro forma condensed consolidated financial statements.


-F16-

ResMed Inc
Unaudited Pro Forma Condensed Consolidated Statement Of Operations
Six Months Ended December 31, 2000
(in thousands of dollars, except per share data)




MAP GmbH
ResMed Inc Business Pro forma
Historical Historical Adjustments Notes Consolidated
---------------------------------------------------------------------------

Net revenues $65,448 12,967 0 $78,415
Cost of sales 21,340 5,275 483 2(f) 27,098
---------------------------------------------------------------------------
Gross profit 44,108 7,692 (483) 51,317
---------------------------------------------------------------------------

Operating expenses:
Selling, general and administrative 20,315 5,400 473 2(d) 26,188
Research and development 4,894 1,125 0 6,019
---------------------------------------------------------------------------
Total operating expenses 25,209 6,525 473 32,207
---------------------------------------------------------------------------

---------------------------------------------------------------------------
Income from operations 18,899 1,167 (956) 19,110
---------------------------------------------------------------------------


Other income:
Interest income, net 103 (737) (1,282) 2(c) (1,916)
Government grants 72 0 0 72
Other income, net 1,381 0 0 1,381
---------------------------------------------------------------------------
Total other income, net 1,556 (737) (1,282) (463)
---------------------------------------------------------------------------

Income before income taxes 20,455 430 (2,238) 18,647
---------------------------------------------------------------------------
Income taxes 6,977 (729) (559) 2(e) 5,689
---------------------------------------------------------------------------
Net income $13,478 1,159 (1,679) $12,958
===========================================================================

Basic earnings per share 0.44 0.42
Diluted earnings per share 0.41 0.39

Basic shares outstanding 30,923 30,923
Diluted shares outstanding 33,150 33,150


See accompanying notes to unaudited pro forma condensed consolidated financial statements.



-F17-

ResMed Inc
Unaudited Pro Forma Condensed Statement Of Operations
Year Ended June 30, 2000
(in thousands of dollars, except per share data)



MAP GmbH
ResMed Inc Business Pro Forma
Historical Historical Adjustments Notes Consolidated
----------------------------------------------------------------------------


Net revenues $115,615 23,934 0 $139,549
Cost of sales 36,991 10,597 1,078 2(f) 48,666
----------------------------------------------------------------------------
Gross profit 78,624 13,337 (1,078) 90,883
----------------------------------------------------------------------------

Operating expenses:
Selling, general and administrative 36,987 10,503 770 2(d) 48,260
Research and development 8,499 1,684 0 10,183
----------------------------------------------------------------------------
Total operating expenses 45,486 12,187 770 58,443
----------------------------------------------------------------------------
Income from operations 33,138 1,150 (1,848) 32,440
----------------------------------------------------------------------------

Other income:
Interest income, net 801 (760) (3,280) 2(c) (3,239)
Government grants 279 0 0 279
Other, net (52) 0 0 (52)
----------------------------------------------------------------------------
Total other income, net 1,028 (760) (3,280) (3,012)
----------------------------------------------------------------------------

Income before income taxes 34,166 390 (5,128) 29,428
----------------------------------------------------------------------------
Income taxes 11,940 993 (1,598) 2(e) 11,335
----------------------------------------------------------------------------
Net income $ 22,226 (603) (3,530) $ 18,093
============================================================================

Basic earnings per share 0.74 0.60
Diluted earnings per share 0.69 0.56

Basic shares outstanding 30,153 30,153
Diluted shares outstanding 32,303 32,303



See accompanying notes to unaudited pro forma condensed consolidated
financial statements.

-F18-

ResMed Inc
Notes To Unaudited Pro Forma
Condensed Consolidated Financial Statements

1. Basis of Presentation

The accompanying unaudited pro forma condensed statements of operations
present the historical results of operations of ResMed Inc and MAP GmbH for
the year ended June 30, 2000 and the six months ended December 31, 2000,
with pro forma adjustments as if the transaction had taken place on July 1,
1999 and July 1, 2000, respectively. The unaudited pro forma condensed
balance sheet presents the historical balance sheets of ResMed Inc and MAP
GmbH as of December 31, 2000 with pro forma adjustments as if the
transaction had been consummated as of December 31, 2000, in a transaction
accounted for as a purchase in accordance with accounting principles
generally accepted in the United States of America.

The total purchase price of MAP GmbH was approximately $57.1 million,
representing bank loans and costs. The preliminary allocation of the
purchase price to intangible assets, based on the estimated fair values of
the acquired assets and assumed liabilities and an independent appraisal of
intangible assets, consists of the following (dollars in thousands):

Goodwill $48,776
In-process technology 18,100
-------
Total allocated to intangibles $66,876
=======

The Company expects to finalize the purchase price allocation within one
year and does not anticipate material adjustments to the preliminary
purchase price allocation. Amounts allocated to goodwill are amortized on a
straight-line basis over its estimated useful life of 20 years.

Purchased in-process technology was expensed upon acquisition because
technological feasibility 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-progress 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.

The Company believes that the assumptions used to value the acquired
intangibles were reasonable at the time of the acquisition. No assurance
can be given, however, that the underlying assumptions used to estimate
expected project revenues, development costs or profitability, or the
events associated with such projects, will transpire as estimated. For
these reasons among others, actual results may vary from the projected
results.

-F19-

ResMed Inc
Notes To Unaudited Pro Forma
Condensed Consolidated Financial Statements

1. Basis of Presentation (Continued)

In addition as indicated in its February 19, 2001 press release, ResMed Inc
intends to take a restructuring charge on acquisition of MAP GmbH. The
restructuring charge relates primarily to the sale and/or closure of MAP
GmbH's French operations and is currently estimated at approximately
$550,000, subject to possible change at a later date. This amount has been
included within the Pro Forma Condensed Consolidated Balance Sheet as at
December 31, 2000. MAP GmbH's French operations incurred net losses of
$1,534,000 and $1,168,000 for the year ended June 30, 2000 and six months
ended December 31, 2000 respectively. No adjustment has been made in the
Pro Forma Condensed Consolidated Statement of Operations for either period.

Certain other reclassifications have been made to the historical financial
statements of MAP GmbH to conform to the pro forma condensed financial
statement presentation.

2. Pro Forma Adjustments

The following adjustments give pro forma effect to the Transaction (dollars
in thousands):

a) Purchase Price of MAP GmbH is made up of the following components:

Payment of cash funded through Cash and
Cash equivalents and Bank loans $56,910
Acquisition costs 200
-------
Total Exchange Consideration $57,110
=======

b) To adjust the assets and liabilities to their estimated fair values
(dollars in thousand):

Net assets acquired of MAP GmbH at December 31, 2000 $ 17,465
Fair value adjustments to assets and liabilities:
Inventories 428
Pre Acquisition MAP GmbH Goodwill (27,659)
In Progress Technology 18,100
Goodwill on acquisition 48,776
--------
$ 57,110
========

The following adjustments to the unaudited pro forma statements of
operations reflect:

c) The acquisition was funded through bank debt assuming an interest
charge of 6.25% per annum. Interest expense was $4,040,000 and
$2,019,000 for the year ended June 30, 2000 and six month period ended
December 31, 2000 respectively. The bank debt replaces existing MAP
GmbH debt with a consequent reduction in interest expense of $760,000
and $737,000 for the year ended June 30, 2000 and the six month period
ended December 31, 2000, respectively.

-F20-

ResMed Inc
Notes To Unaudited Pro Forma
Condensed Consolidated Financial Statements

2. Pro Forma Adjustments (Continued)

d) The amortization of excess of costs over acquired net assets over an
estimate life of 20 years. Such amortization expense is subject to
possible adjustment at a later date. Amortization expense was
$2,437,000 and $1,220,000 for the year ended June 30, 2000 and the six
month period ended December 31, 2000, respectively. Amortization
expense associated with existing Goodwill in the MAP GmbH financial
statements has been reversed. The amortization expense reversed was
$1,667,000 and $747,000 for the year ended June 30, 2000 and the six
month period ended December 31, 2000, respectively.

e) The tax effect, using German statutory rate, on the net pro forma
adjustments.

f) Revaluation of Inventory to Net Sales value on acquisition. Net profit
adjustment was $1,078,000 and $483,000 for the year ended June 30,
2000 and the six month period ended December 31, 2000 respectively.

The Pro Forma Condensed Consolidated Statements of Operations do not
reflect any cost savings or economies of scale that the Corporation's
management believes might have been achieved had the transaction occurred
at the beginning of the period presented.

-F21-