SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange
----
Act of 1934 for the quarterly period ended September 30, 2001 or
____ Transition Report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to ____________
Commission File No. 000-16723
RESPIRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 25-1304989
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1501 Ardmore Blvd.
Pittsburgh, Pennsylvania 15221
(Address of principal executive offices) (Zip Code)
(Registrant's Telephone Number, including area code) 412-731-2100
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _______ .
---
As of October 31, 2001, there were 34,110,511 shares of Common Stock of the
registrant outstanding, of which 3,633,836 were held in treasury.
INDEX
RESPIRONICS, INC.
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements (Unaudited).
Independent Accountants' Review Report
Consolidated balance sheets -- September 30, 2001 and June 30, 2001.
Consolidated statements of operations -- Three months ended September
30, 2001 and 2000.
Consolidated statements of cash flows -- Three months ended September
30, 2001 and 2000.
Notes to consolidated financial statements - September 30, 2001.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
----------
Independent Accountants' Review Report
Board of Directors
Respironics, Inc. and Subsidiaries
We have reviewed the accompanying condensed consolidated balance sheet of
Respironics, Inc. and Subsidiaries as of September 30, 2001, and the related
condensed consolidated statements of operations for the three-month periods
ended September 30, 2001 and 2000, and the condensed consolidated statements of
cash flows for the three-month periods ended September 30, 2001 and 2000. These
financial statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements referred
to above for them to be in conformity with accounting principles generally
accepted in the United States.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Respironics,
Inc. and Subsidiaries as of June 30, 2001, and the related consolidated
statements of operations, shareholders' equity, and cash flows for the year then
ended not presented herein and in our report dated July 24, 2001, we expressed
an unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of June 30, 2001, is fairly stated, in all material respects,
in relation to the consolidated balance sheet from which it has been derived.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
October 23, 2001
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
RESPIRONICS, INC. AND SUBSIDIARIES
September 30 June 30
2001 2001
---------------- ----------------
ASSETS
CURRENT ASSETS
Cash and short-term investments $ 37,427,478 $ 27,320,910
Trade accounts receivable, less allowance for
doubtful accounts of $17,374,000 and $16,457,000 96,770,818 98,078,344
Inventories 69,337,742 73,417,896
Prepaid expenses and other 11,818,976 10,937,110
Deferred income tax benefits 14,855,307 14,855,307
---------------- ---------------
TOTAL CURRENT ASSETS 230,210,321 224,609,567
PROPERTY, PLANT AND EQUIPMENT
Land 2,506,052 2,506,052
Building 8,580,888 8,509,596
Machinery and equipment 87,295,026 84,559,172
Furniture, office and computer equipment 59,936,115 56,011,341
Leasehold improvements 5,434,673 5,286,891
---------------- ---------------
163,752,754 156,873,052
Less allowances for depreciation
and amortization 93,940,107 87,725,808
---------------- ---------------
69,812,647 69,147,244
OTHER ASSETS 13,071,138 14,334,938
GOODWILL 59,557,755 59,856,714
---------------- ---------------
$ 372,651,861 $ 367,948,463
================ ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 25,972,950 $ 28,964,129
Accrued expenses and other 20,657,023 19,662,491
Current portion of long-term obligations 932,197 3,998,317
---------------- ---------------
TOTAL CURRENT LIABILITIES 47,562,170 52,624,937
LONG-TERM OBLIGATIONS 79,917,541 80,055,378
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value; authorized 100,000,000 shares;
issued and outstanding 34,089,171 shares at September
30, 2001 and 34,013,785 shares at June 30, 2001 340,892 340,138
Additional capital 122,744,333 121,720,289
Accumulated other comprehensive loss (3,502,397) (4,237,433)
Retained earnings 168,135,687 160,033,521
Treasury stock (42,546,365) (42,588,367)
---------------- ---------------
TOTAL SHAREHOLDERS' EQUITY 245,172,150 235,268,148
---------------- ---------------
$ 372,651,861 $ 367,948,463
================ ===============
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
RESPIRONICS, INC. AND SUBSIDIARIES
Three months ended
September 30 September 30
2001 2000
--------------------------------------------------
Net sales $ 107,408,622 $ 92,064,204
Cost of goods sold 56,508,529 48,661,952
------------------ ---------------
GROSS MARGIN 50,900,093 43,402,252
General and administrative expenses 12,909,013 10,869,663
Sales, marketing and commission expenses 19,498,801 16,823,393
Research and development expenses 4,313,602 3,371,149
Interest expense 1,074,588 2,149,124
Other income (323,432) (295,498)
------------------ ---------------
37,472,572 32,917,831
------------------ ---------------
INCOME BEFORE INCOME TAXES 13,427,521 10,484,421
Income taxes 5,325,355 4,193,769
------------------ ---------------
NET INCOME $ 8,102,166 $ 6,290,652
================== ===============
Basic earnings per share $ 0.27 $ 0.21
================== ===============
Basic shares outstanding 30,408,210 29,477,044
Diluted earnings per share $ 0.26 $ 0.21
================== ===============
Diluted shares outstanding 31,361,104 30,289,365
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
RESPIRONICS, INC. AND SUBSIDIARIES
Three Months Ended September 30
2001 2000
---------------------------------------------------
OPERATING ACTIVITIES
Net income $ 8,102,166 $ 6,290,652
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 8,527,596 7,020,984
Changes in operating assets and liabilities:
Decrease in accounts receivable 1,307,526 1,664,491
Decrease (increase) in inventories 4,080,154 (705,695)
Change in other operating assets and liabilities (2,063,047) (5,368,892)
----------------- --------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 19,954,395 8,901,540
INVESTING ACTIVITIES
Purchase of property, plant and equipment (7,104,159) (8,304,395)
Additional purchase price for acquired business (606,511) (787,580)
----------------- --------------
NET CASH USED BY
INVESTING ACTIVITIES (7,710,670) (9,091,975)
FINANCING ACTIVITIES
Net decrease in borrowings (3,203,957) (337,755)
Issuance of common stock 1,024,798 572,977
Use of treasury stock, net 42,002 29,929
----------------- --------------
NET CASH (USED) PROVIDED BY
FINANCING ACTIVITIES (2,137,157) 265,151
----------------- --------------
INCREASE IN CASH AND
SHORT-TERM INVESTMENTS 10,106,568 74,716
Cash and short-term investments at beginning of period 27,320,910 19,594,484
----------------- --------------
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 37,427,478 $ 19,669,200
================= ==============
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
RESPIRONICS, INC. AND SUBSIDIARIES
September 30, 2001
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended September 30, 2001
are not necessarily indicative of the results that may be expected for the year
ended June 30, 2002. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended June 30, 2001.
NOTE B -- INVENTORIES
The composition of inventory is as follows:
September 30 June 30
2001 2001
----------- -----------
Raw materials $17,935,000 $20,738,000
Work-in-process 5,154,000 5,961,000
Finished goods 46,249,000 46,719,000
----------- -----------
$69,338,000 $73,418,000
=========== ===========
NOTE C -- CONTINGENCIES
As previously disclosed, the Company is party to actions filed in a Federal
District Court in January 1995 and June 1996 in which a competitor alleges that
the Company's manufacture and sale in the United States of certain products
infringes four of the competitor's patents. In its response to these actions,
the Company has denied the allegations and has separately sought judgment that
the claims under the patents are invalid or unenforceable and that the Company
does not infringe upon the
patents. The January 1995 and June 1996 actions have been consolidated, and
discovery is ongoing. The Court has granted the Company's various motions for
summary judgment and held that the Company does not infringe any of the
competitor's four patents at issue. The competitor may seek an appeal of those
decisions. In any event, the Company intends to continue to pursue its claims
that the competitor's patents are invalid or unenforceable.
The Company is, as a normal part of its business operations, a party to other
legal proceedings in addition to those previously described by filings of the
Company. Legal counsel has been retained for each proceeding and none of these
proceedings is expected to have a material adverse impact on the Company's
results of operations or financial condition.
NOTE D -- RESTRUCTURING CHARGES
In July 1999, the Company announced a major restructuring of its U.S. operations
that included facility closings and downsizings, a divisional and management
realignment, and an approximate ten percent workforce reduction associated with
those changes. The following table summarizes these restructuring charges and
corresponding expenditures.
RECONCILIATION OF RESTRUCTURING RESERVES
Employee Lease Buyouts
Severance Asset & Other Direct Total
Costs Write-Downs Expenses Restructuring
-------------------- --------------------- -------------------- --------------------
Balance at July 1, 1999 $ - $ - $ - $ -
Restructuring charges (net) 6,300,000 8,900,000 14,000,000 29,200,000
Cash expenditures (3,100,000) - (12,900,000) (16,000,000)
Noncash expenditures - (1,700,000) - (1,700,000)
-------------------- --------------------- -------------------- --------------------
Balance at June 30, 2000 3,200,000 7,200,000 1,100,000 11,500,000
-------------------- --------------------- -------------------- --------------------
Restructuring charges (net) (200,000) 1,000,000 - 800,000
Cash expenditures (1,500,000) - (900,000) (2,400,000)
Noncash expenditures - (2,500,000) - (2,500,000)
-------------------- --------------------- -------------------- --------------------
Balance at June 30, 2001 1,500,000 5,700,000 200,000 7,400,000
-------------------- --------------------- -------------------- --------------------
Restructuring charges (net) - - - -
Cash expenditures (400,000) - - (400,000)
Noncash expenditures - (400,000) - (400,000)
-------------------- --------------------- -------------------- --------------------
Balance at September 30, 2001 $ 1,100,000 $ 5,300,000 $ 200,000 $ 6,600,000
==================== ===================== ==================== ====================
Restructuring costs incurred but not yet paid have been credited to accrued
expense and asset write-downs have been credited against the applicable asset
accounts. Substantially all of the remaining restructuring accruals as of
September 30, 2001 are expected to be paid out during fiscal year 2002.
NOTE E - COMPREHENSIVE INCOME (LOSS)
The components of comprehensive income (loss), net of tax, were as follows:
Three Months Ended
September 30, September 30,
2001 2000
------------------ ------------------
Net income $ 8,102,000 $ 6,291,000
Foreign currency translation gains (losses) 735,000 (976,000)
------------------ ------------------
Comprehensive income $ 8,837,000 $ 5,315,000
================== ==================
NOTE F - RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations," and No. 142,
"Goodwill and Other Intangible Assets," effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests in accordance with the Statements. Other intangible
assets will continue to be amortized over their useful lives.
The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of fiscal year 2003.
Application of the nonamortization provisions of the Statement is expected to
result in an increase in annual net income, the impact of which is not yet fully
determined. During fiscal year 2003, the Company will perform the first of the
required impairment tests of goodwill and indefinite lived intangible assets as
of July 1, 2002.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES REFORM ACT OF 1995.
The statements contained in this Quarterly Report on Form 10-Q,
specifically those contained in Item 2 "Management's Discussion and Analysis of
Financial Condition and Results of Operations", along with statements in other
reports filed with the Securities and Exchange Commission, external documents
and oral presentations which are not historical are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21B of the Securities and Exchange Act of 1934, as amended. These
forward-looking statements represent the Company's present expectations or
beliefs concerning future events. The Company cautions that such statements are
qualified by important factors that could cause actual results to differ
materially from those in the forward-looking statements. Results actually
achieved may differ materially from expected results included in these
statements. Those factors include, but are not limited to, the following:
foreign currency fluctuations, regulations and other factors affecting
operations and sales outside the United States including potential future
effects of the change in sovereignty of Hong Kong, customer consolidation and
concentration, increasing price competition and other competitive factors in the
sale of products, the success of programs, interest rate fluctuations,
intellectual property and related litigation, other litigation, FDA and other
government regulation, and third party reimbursement.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Net sales for the three months ended September 30, 2001 were $107,409,000
representing a 17% increase over the sales of $92,064,000 recorded for the three
months ended September 30, 2000. Increases in unit and dollar sales for the
Company's sleep apnea therapy devices (the Company's largest product line) and
oxygen concentrator devices, as well as increases in the sales of masks and
accessories, helped to drive the increase in sales for the quarter. Sales of the
Company's non-invasive ventilation devices also increased during the quarter,
particularly sales of the Company's BiPAP(R) Synchrony(TM) Ventilatory Support
System, which was introduced during fiscal year 2001. These product lines
comprise the major part of the Company's homecare product offerings. Sales of
the Company's asthma and allergy products and its domestic hospital products
also increased during the current quarter.
The Company's gross profit was 47% of net sales for the quarters ended
September 30, 2001 and 2000. This static gross profit percentage reflects the
impact of higher revenue levels, offset by sales mix and selling price decreases
consistent with those seen in prior years.
General and administrative expenses were $12,909,000 (12% of net sales) for
the quarter ended September 30, 2001 as compared to $10,870,000 (12% of net
sales) for the quarter ended September 30, 2000. The increase in absolute
dollars of general and administrative expenses for the current quarter was due
primarily to increases in spending consistent with the growth of the Company's
business, including credit and collection department expenses.
Sales, marketing and commission expenses were $19,499,000 (18% of net
sales) for the quarter ended September 30, 2001 as compared to $16,823,000 (18%
of net sales) for the quarter ended September 30, 2000. The increase in absolute
dollars of expense for the current quarter was due primarily to increased sales
(resulting in higher commission and bonus expenses) and increased sales,
marketing, product support, and service activity levels in the Company's
homecare and hospital product lines during the current year.
Research and development expenses were $4,314,000 (4% of net sales) for the
quarter ended September 30, 2001 as compared to $3,371,000 (4% of net sales) for
the quarter ended September 30, 2000. The increase in absolute dollars of
expense for the current quarter was due primarily to the timing of research and
development projects. Significant product development efforts are ongoing and
new product launches in many of the Company's major product lines are scheduled
for the remainder of fiscal year 2002. Additional development work and clinical
trials are being conducted in certain
product areas outside the Company's current core products, including congestive
heart failure.
The Company's effective income tax rate was approximately 40% for the
quarters ended September 30, 2001 and 2000.
As a result of the factors described above, the Company's net income was
$8,102,000 (8% of net sales) or $0.26 per diluted share for the quarter ended
September 30, 2001 as compared to net income of $6,291,000 (7% of net sales) or
$0.21 per diluted share for the quarter ended September 30, 2000.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital of $182,648,000 at September 30, 2001 and
$171,985,000 at June 30, 2001. Net cash provided by operating activities was
$19,954,000 for the three months ended September 30, 2001 as compared to
$8,902,000 for the three months ended September 30, 2000. The increase in cash
provided by operating activities for the current three-month period was
primarily due to higher earnings and reductions in inventory as compared to an
inventory increase in the prior year.
Net cash used by investing activities was $7,711,000 for the three months
ended September 30, 2001 as compared to $9,092,000 for the three months ended
September 30, 2000. Cash used by investing activities for both periods include
capital expenditures, including the purchase of leasehold improvements,
production equipment, computer hardware and software, and telecommunications and
office equipment. In addition, cash used by investing activities in the periods
described includes additional purchase price paid for a previously acquired
business pursuant to the terms of that acquisition agreement. The funding for
investment activities in both periods was provided by positive cash flow from
operating activities and accumulated cash and short-term investments.
Net cash used or provided by financing activities includes repayments under
the Company's various long-term obligations and proceeds from the issuance of
common stock under the Company's stock option plans. Net cash used by financing
activities was $2,137,000 for the three months ended September 30, 2001 as
compared to net cash provided by financing activities of $265,000 for the three
months ended September 30, 2000. The increase in cash used by financing
activities was due primarily to a repayment of $3,000,000 on the Company's
revolving credit facility during the current quarter.
The Company believes that projected positive cash flow from operating
activities, the availability of additional funds under its revolving credit
facility (totaling approximately $44,900,000 at September 30, 2001), and its
accumulated cash and short-term investments will be sufficient to meet its
current and presently anticipated future needs for the next twelve months for
operating
activities (including payments against restructuring accruals), investing
activities, and financing activities (primarily consisting of scheduled payments
on long-term debt).
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Company is exposed to market risk from changes in interest rates and
foreign exchange rates.
Interest Rates: The Company's primary interest rate risk relates to its
long-term debt obligations. At September 30, 2001, the Company had total long-
term debt obligations, including the current portion of those obligations, of
$80,850,000. Of that amount, $1,950,000 was in fixed rate obligations and
$78,900,000 was in variable rate obligations. Assuming a 10% increase in
interest rates on the Company's variable rate obligations (i.e. an increase from
the September 30, 2001 weighted average interest rate of 3.72% to a weighted
average interest rate of 4.09%), annual interest expense would be approximately
$294,000 higher based on the September 30, 2001 outstanding balance of variable
rate obligations. The Company has no interest rate swap or exchange agreements.
Foreign Exchange Rates: Information relating to the sensitivity to foreign
currency exchange rate changes is omitted because foreign exchange exposure risk
has not materially changed from that disclosed in the Company's Annual Report on
Form 10-K for the year ended June 30, 2001.
Inflation
Inflation has not had a significant effect on the Company's business during
the periods discussed.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations," and No. 142,
"Goodwill and Other Intangible Assets," effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests in accordance with the Statements. Other intangible
assets will continue to be amortized over their useful lives.
The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of fiscal year 2003.
Application of the nonamortization provisions of the Statement is expected to
result in an increase in annual net income, the impact of which is not yet fully
determined. During fiscal year 2003, the Company will perform the first of the
required impairment tests of goodwill and indefinite lived intangible assets as
of July 1, 2002.
In August 2001, Statement of Financial Accounting Standards No. 143 ("FAS
143"), "Accounting for Asset Retirement Obligations," was issued. This Statement
requires recording the fair value of a liability for an asset retirement
obligation in the period in which it is incurred, and a corresponding increase
in the carrying value of the related long-lived asset. Over time, the liability
is accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, it is either settled for its recorded amount or a gain or loss upon
settlement is recorded. FAS 143 is effective for the Company's fiscal year ended
June 30, 2003. The Company is currently assessing, but has not yet determined,
the impact of FAS 143 on its financial position and results of operations.
In August 2001, Statement of Financial Accounting Standards No. 144 ("FAS
144"), "Accounting for the Impairment or Disposal of Long-Lived Assets," was
issued. This Statement addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. This Statement supercedes FAS
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board ("APB") 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," for the disposal of a segment of a business (as previously
defined in that Opinion). FAS 144 is effective for the Company's fiscal year
ended June 30, 2003. The Company is currently assessing, but has not yet
determined, the impact of FAS 144 on its financial position and results of
operations.
PART 2 OTHER INFORMATION
Item 1: Legal Proceedings
------- -----------------
The Company is, as a normal part of its business operations, a party to
other legal proceedings in addition to those previously described by filings of
the Company. Legal counsel has been retained for each proceeding and none of
these proceedings is expected to have a material adverse impact on the Company's
results of operations or financial condition.
Item 2: Changes in Securities
------- ---------------------
(a) Not applicable
(b) Not applicable
(c) Not applicable
Item 3: Defaults Upon Senior Securities
------- -------------------------------
(a) Not applicable
(b) Not applicable
Item 4: Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------
Not applicable.
Item 5: Other Information
------- -----------------
Not applicable
Item 6: Exhibits and Reports on Form 8-K
------- --------------------------------
(a) Exhibits
Exhibit 15 Acknowledgement of Ernst & Young LLP.
(b) Reports on Form 8-K
Not applicable
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESPIRONICS, INC.
Date: November 14, 2001 /s/ Daniel J. Bevevino
----------------------- ---------------------------
Daniel J. Bevevino
Vice President, and Chief
Financial and Principal
Accounting Officer
Signing on behalf of the
registrant and as Chief
Financial and Principal
Accounting Officer