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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 JUNE 30, 2003
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 Number: 0-18933
ROCHESTER MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1613227
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE ROCHESTER MEDICAL DRIVE,
STEWARTVILLE, MN 55976
(Address of principal executive offices) (Zip Code)
(507) 533-9600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
YES NO X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
5,422,900 Common Shares as of August 6, 2003.
TABLE OF CONTENTS
ROCHESTER MEDICAL CORPORATION
REPORT ON FORM 10-Q
FOR QUARTER ENDED
JUNE 30, 2003
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets -- June 30, 2003 and September 30, 2002................................................ 3
Statements of Operations -- Three months ended June 30, 2003 and 2002;
Nine months ended June 30, 2003 and 2002 ..............................................................4
Statements of Cash Flows -- Nine months ended June 30, 2003 and 2002 ..................................5
Notes to Financial Statements .........................................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ..................................................................................9
Item 3. Quantitative and Qualitative Disclosures about Market Risk .....................................12
Item 4. Controls and Procedures ........................................................................12
PART II. OTHER INFORMATION .......................................................................................13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
ROCHESTER MEDICAL CORPORATION
BALANCE SHEETS
JUNE 30, SEPTEMBER 30,
2003 2002
---------------- ----------------
ASSETS: (UNAUDITED)
Current assets:
Cash and cash equivalents ........................................... $ 1,058,418 $ 411,618
Marketable securities ............................................... 4,166,141 4,052,389
Accounts receivable ................................................. 2,456,887 1,905,442
Inventories ......................................................... 3,561,699 3,577,931
Prepaid expenses and other assets ................................... 511,577 218,183
---------------- ----------------
Total current assets .......................................... 11,754,722 10,165,563
Property and equipment:
Land and buildings .................................................. 5,509,635 5,509,135
Equipment and fixtures .............................................. 10,889,184 10,680,442
---------------- ----------------
16,398,819 16,189,577
Less accumulated depreciation ....................................... (7,834,472) (6,928,052)
---------------- ----------------
Total property and equipment................................... 8,564,347 9,261,525
11,053,688
Intangible assets:
Patents, less accumulated amortization .............................. 212,185 209,078
---------------- ----------------
Total assets ........................................................... $ 20,531,254 $ 19,636,166
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable .................................................... $ 641,948 $ 633,934
Accrued expenses .................................................... 733,274 908,301
Deferred revenue .................................................... 100,000 100,000
Current maturities of capital leases ................................ 41,439 --
---------------- ----------------
Total current liabilities...................................... 1,516,661 1,642,235
Long-term liabilities:
Deferred revenue..................................................... 775,000 850,000
Long-term portion of capital leases.................................. 184,752 --
Shareholders' equity:
Common Stock, no par value:
Authorized -- 20,000,000
Issued and outstanding shares (5,415,500 -- June 30, 2003;
5,329,250 -- September 30, 2002)............................ 41,809,005 41,253,128
Accumulated deficit ................................................. (23,766,832) (24,055,793)
Unrealized gain (loss) on available-for-sale securities.............. 12,668 (53,404)
Total shareholders' equity..................................... 18,054,841 17,143,931
---------------- ----------------
Total liabilities and shareholders' equity.............................. $ 20,531,254 $ 19,636,166
================ ================
Note-- The Balance Sheet at September 30, 2002 was derived from the
audited financial statements at that date, but does not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See Notes to Financial Statements
3
ROCHESTER MEDICAL CORPORATION
STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net sales ......................... $ 3,777,490 $ 3,033,258 $11,034,349 $ 7,913,121
Cost of sales ..................... 2,525,110 2,130,274 7,239,540 5,782,257
----------- ----------- ----------- -----------
Gross profit ...................... 1,252,380 902,984 3,794,809 2,130,864
Costs and expenses:
Marketing and selling .......... 550,279 639,153 1,628,206 1,656,816
Research and development ....... 215,221 193,790 635,193 627,349
General and administrative ..... 437,523 429,774 1,364,207 1,383,027
----------- ----------- ----------- -----------
Total operating expenses ... 1,203,023 1,262,717 3,627,606 3,667,192
----------- ----------- ----------- -----------
Income (loss) from operations ..... 49,357 (359,733) 167,203 (1,536,328)
Other income (expense):
Interest income, net ........... 36,879 49,540 121,759 158,946
----------- ----------- ----------- -----------
Net income (loss) ................. $ 86,236 $ (310,193) $ 288,962 $(1,377,382)
=========== =========== =========== ===========
Net income (loss) per share --
basic and diluted ................. $ 0.02 $ (0.06) $ 0.05 $ (0.26)
Weighted average number of shares
outstanding -- basic .............. 5,406,529 5,328,500 5,366,060 5,328,500
=========== =========== =========== ===========
Weighted average number of shares
outstanding -- diluted ............ 5,729,616 5,328,500 5,626,475 5,328,500
=========== =========== =========== ===========
See Notes to Financial Statements
4
ROCHESTER MEDICAL CORPORATION
STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED
JUNE 30,
----------------------------
2003 2002
----------- -----------
OPERATING ACTIVITIES:
Net income (loss) ................................................... $ 288,962 $(1,377,382)
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Depreciation and amortization ....................................... 944,327 958,291
Changes in assets and liabilities:
Accounts receivable ................................................. (551,446) (267,889)
Inventories ......................................................... 16,233 (1,156,775)
Other current assets ................................................ (102,143) (27,401)
Accounts payable .................................................... 8,014 69,357
Deferred revenue .................................................... (75,000) 975,000
Other current liabilities ........................................... (175,027) (210,254)
----------- -----------
Net cash provided by (used in) operating activities ................. 353,919 (1,037,050)
INVESTING ACTIVITIES:
Capital expenditures ................................................ (165,470) (241,067)
Patents ............................................................. (41,013) (38,300)
Sales (purchases) of marketable securities, net ..................... (47,680) 18,093
----------- -----------
Net cash provided by (used in) investing activities ................. (254,163) (261,355)
FINANCING ACTIVITIES:
Payments on capital leases .......................................... (8,833) --
Proceeds from issuance of common stock .............................. 555,877 --
----------- -----------
Net cash provided by (used in) financing activities ................. 547,044 --
Increase (decrease) in cash and cash equivalents ....................... 646,800 (1,298,405)
Cash and cash equivalents at beginning of period ....................... 411,618 1,842,796
----------- -----------
Cash and cash equivalents at end of period ............................. $ 1,058,418 $ 544,391
=========== ===========
See Notes to Financial Statements
5
ROCHESTER MEDICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2003
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. These financial
statements should be read in conjunction with the financial statements and
related notes included in the Company's 2002 Form 10-K. In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three- month and nine-month periods ended June 30, 2003 are not
necessarily indicative of the results that may be expected for the year ending
September 30, 2003.
NOTE B -- NET INCOME (LOSS) PER SHARE
Net income (loss) per share are calculated in accordance with Financial
Accounting Standards Board Statement No. 128, "Earnings Per Share." The
Company's basic net income per share is computed by dividing income by the
weighted average number of common shares outstanding during the period. Diluted
net income per share is computed by dividing income by the weighted average
number of common shares outstanding during the period, increased to include
dilutive potential common shares issuable upon the exercise of stock options
that were outstanding during the period. A reconciliation of the numerator and
denominator in the basic and diluted net income (loss) per share calculation is
as follows (in thousands, except per share):
THREE MONTHS ENDED NINE MONTHS ENDED
------------------- -------------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2003 2002 2003 2002
------- ------- ------- -------
Numerator
Net income (loss) ......................... $ 86 $ (310) $ 289 $(1,377)
Denominator
Denominator for basic net income per share- 5,407 5,329 5,366 5,329
weighted average shares outstanding
Effect of dilutive stock options .......... 323 -- 260 --
Denominator for diluted net income per
share-weighted average shares
outstanding ............................. 5,730 5,329 5,626 5,329
Basic and diluted net income per share ....... $ 0.02 $ (0.06) $ 0.05 $ (0.26)
======= ======= ======= =======
6
Employee stock options of 379,000 for the third quarter of fiscal year 2003 and
for the nine months ended June 30, 2003 have been excluded from the diluted net
income per share calculation because their exercise prices were greater than the
average market price of the Company's common stock. The effect of stock options
for the three-month and nine-month periods ended June 30, 2002 have been
excluded from the diluted net income per share calculation because they are
antidilutive.
NOTE C -- STOCK BASED COMPENSATION
The Company accounts for employee stock options in accordance with APB
25, "Accounting for Stock Issued to Employees." Under APB 25, the Company
recognizes no compensation expenses related to employee stock options, since
options are always granted at a price equal to the market price on the day of
grant.
To determine the pro forma impact, the fair value of stock options is
estimated on the date of grant using the Black-Scholes option-pricing model and
is then hypothetically amortized to compensation expenses over the four-year
vesting period. The pro forma impact for the three-month and nine-month periods
ended June 30 follows (in thousands, except per share):
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ----------------------
2003 2002 2003 2002
---------- ---------- ---------- ---------
Reported Net Income (Loss) ..................... $ 86 $ (310) $ 289 $ (1,377)
Pro Forma Impact of Expensing Stock Options .... (134) (190) (402) (572)
---------- ---------- ---------- ---------
Pro Forma Net Income (Loss) .................... $ (48) $ (500) $ (113) $ (1,949)
Reported Basic Net Income (Loss) Per Share ..... $ 0.02 $ (0.06) $ 0.05 $ (0.26)
Pro Forma Impact of Expensing Stock Options .... (0.03) (0.03) $ (0.07) $ (0.10)
---------- ---------- ---------- ---------
Pro Forma Basic Net Income (Loss) Per Share .... $ (0.01) $ (0.09) $ (0.02) $ (0.36)
Reported Diluted Net Income (Loss) Per Share ... $ 0.02 $ (0.06) $ 0.05 $ (0.26)
Pro Forma Impact of Expensing Stock Options .... (0.03) (0.03) $ (0.07) $ (0.10)
---------- ---------- ---------- ---------
Pro Forma Diluted Net Income (Loss) Per Share... $ (0.01) $ (0.09) $ (0.02) $ (0.36)
NOTE D -- INVESTMENTS IN MARKETABLE SECURITIES
As of June 30, 2003, the carrying value of the Company's marketable
securities, which consisted primarily of corporate bonds, was $4.1 million,
including a $1.0 million corporate bond from Pacific Gas & Electric ("PG&E").
The PG&E investment was sold at 100% of face value on July 2, 2003, resulting in
the Company realizing the full value of such investment.
NOTE E -- INVENTORIES
Inventories consist of the following:
JUNE 30, SEPTEMBER 30,
2003 2002
---------- ----------
Raw materials ........................................... 722,939 595,971
Work-in-progress ........................................ 1,715,173 1,881,150
Finished goods .......................................... 1,223,587 1,200,810
Reserve for inventory obsolescence ...................... (100,000) (100,000)
---------- ----------
$3,561,699 $3,577,931
========== ==========
7
NOTE F -- COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes net income (loss) and all other
nonowner changes in shareholders' equity during a period.
The comprehensive income (loss) for the three-month and nine-month
periods ended June 30, 2003 and 2002 consists of the following:
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net income (loss) ..................... $ 86,236 $ (310,193) $ 288,962 $(1,377,382)
Unrealized gain (loss) on securities
held, net ........................... 78,611 6,738 66,072 86,241
----------- ----------- ----------- -----------
Comprehensive income (loss) ........... $ 164,847 $ (303,455) $ 355,034 $(1,291,141)
=========== =========== =========== ===========
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the fiscal periods indicated,
certain items from the statements of operations of the Company expressed as a
percentage of net sales.
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- -----------------------
2003 2002 2003 2002
------- ------- ------- -------
Total Net Sales........................... 100% 100% 100% 100%
Cost of Sales............................. 67% 70% 66% 73%
------- ------- ------- -------
Gross Margin......................... 33% 30% 34% 27%
Operating Expenses:
Marketing and Selling................ 14% 21% 15% 21%
Research and Development............. 6% 7% 6% 8%
General and Administrative........... 12% 14% 12% 17%
------- ------- ------- -------
Total Operating Expenses.................. 32% 42% 33% 46%
Income (Loss) From Operations............. 1% (12%) 2% (19%)
Interest Income, Net...................... 1% 2% 1% 2%
------- ------- ------- -------
Net Income (Loss)......................... 2% (10%) 3% (17%)
======= ======= ======= =======
Three Month and Nine Month Periods Ended June 30, 2003 and June 30, 2002
Net Sales. Net sales for the third quarter of fiscal 2003 increased 25%
to $3,777,000 from $3,033,000 for the comparable quarter of last fiscal year.
The sales increase resulted from increased sales to private label customers and
increased branded sales, in both cases particularly in the international market.
Net sales for the nine months ended June 30, 2003 increased 39% to
$11,034,000 from $7,913,000 for the comparable nine-month period of last fiscal
year. The nine-month sales increase primarily resulted from an increase in
private label sales, as well as an increase in branded sales.
Gross Margin. The Company's gross margin as a percentage of net sales
for the third quarter of fiscal 2003 was 33% compared to 30% for the comparable
quarter of last fiscal year. The current quarter's margin primarily reflects the
Company's increased level of net sales offset against a relatively flat level of
fixed overhead expense.
The Company's gross margin as a percentage of net sales for the nine
months ended June 30, 2003 was 34% compared to 27% for the comparable nine-month
period of last fiscal year. Factors related to the nine-month margin are
generally consistent with those discussed above for the current quarter.
9
Marketing and Selling. Marketing and selling expense for the third
quarter of fiscal 2003 decreased 14% to $550,000 from $639,000 for the
comparable quarter of last fiscal year. The decrease in marketing and selling
expense is primarily due to decreased extended care marketing costs.
Marketing and selling expense for the nine months ended June 30, 2003
was generally flat as compared to marketing and selling expense for the
comparable nine-month period of last fiscal year, with expenses of $1,628,000
for the nine months ended June 30, 2003, versus expenses of $1,657,000 for the
comparable nine-month period of last fiscal year.
Research and Development. Research and development expense for the
third quarter of fiscal 2003 increased 11% to $215,000 from $194,000 for the
comparable quarter of last fiscal year. The increase in research and development
expense is primarily related to a comparatively higher level of development
costs relating to the Company's intermittent catheters in the current year's
third fiscal quarter.
Research and development expense for the nine months ended June 30,
2003 was generally flat as compared to research and development expense for the
comparable nine-month period of last fiscal year, with expenses of $635,000 for
the nine months ended June 30, 2003, versus expenses of $627,000 for the
comparable nine-month period of last fiscal year.
General and Administrative. General and administrative expense for the
third quarter of fiscal 2003 were generally flat as compared to general and
administrative expense for the comparable quarter of last fiscal year, with
expenses of $438,000 in the third quarter of fiscal 2003, versus expenses of
$430,000 for the comparable quarter of last fiscal year.
General and administrative expense for the nine months ended June 30,
2003 was generally flat as compared to general and administrative expense for
the comparable nine-month period of last fiscal year, with expenses of
$1,364,000 for the nine months ended June 30, 2003, versus expenses of
$1,383,000 for the comparable nine-month period of last fiscal year.
Interest Income. Interest income for the third quarter of fiscal 2003
decreased 26% to $37,000 from $50,000 for the comparable quarter of last fiscal
year. The decrease in interest income reflects an overall lower interest rate on
short-term investments.
Interest income for the nine months ended June 30, 2003 decreased 23%
to $122,000 from $159,000 for the comparable nine-month period of last fiscal
year. The decrease reflects an overall lower interest rate on short-term
investments as discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents and marketable securities were
$5.2 million at June 30, 2003 compared with $4.5 million at September 30, 2002.
The Company generated $547,000 of cash from operating activities during
the quarter, primarily reflecting net income before depreciation offset by
increases in current assets and decreases in current liabilities.
During the third quarter of fiscal 2002, the Company entered into an
agreement with Coloplast granting Coloplast exclusive marketing and distribution
rights with respect to the Company's Release-NF Foley catheters in certain
geographic areas. Coloplast paid the Company $1,000,000 for these
10
exclusive rights. In accordance with generally accepted accounting principles,
the Company recognized $25,000 of this amount as revenue in the third quarter of
fiscal 2003 and the remaining amount not recognized in prior periods constitutes
deferred revenue which will be recognized over the term of the agreement.
During the fiscal quarter ended March 31, 2002, the Company entered
into a $1,000,000 revolving line of credit with U.S. Bank National Association.
As of June 30, 2003, the Company did not have any amounts outstanding under this
line of credit.
During the nine-month period ended June 30, 2003, the Company's working
capital position, excluding cash and marketable securities, increased by a net
$954,000. Accounts receivable balances during this period increased 29% or
$551,000 primarily as a result of increased sales and the timing of orders.
Inventories decreased 0.4% or $16,000. Other current assets increased 135% or
$293,000 during the recent nine-month period primarily as a result of prepaid
insurance premiums and prepayments relating to certain manufacturing equipment.
Current liabilities decreased 8% or $126,000 during the recent nine-month
period, primarily reflecting the timing of payments relating to accounts payable
and accruals of executive bonus compensation. In addition, capital expenditures
during this period were $209,000, representing a decrease of 13% from the prior
fiscal year's period.
The Company believes that its capital resources on hand at June 30,
2003, together with revenues from sales, will be sufficient to satisfy its
working capital requirements for the foreseeable future as described in the
Liquidity and Capital Resources portion of Management's Discussion and Analysis
of Financial Condition and Results of Operations in the Company's Annual Report
on Form 10-K (Part II, Item 6) for the fiscal year ended September 30, 2002.
However, the Company may be required to seek additional funding sources, such as
additional borrowings under the Company's revolving line of credit or equity or
debt financings, to fund the Company's working capital requirements. If the
Company decides to seek additional financing, there can be no assurance as to
the outcome of such efforts, including whether financing will be available to
the Company, or if available, whether it would be on terms favorable to the
Company and its shareholders. Failure by the Company to secure additional
financing could result in significant cash constraints and financial issues for
the Company.
11
FORWARD-LOOKING STATEMENTS
Statements other than historical information contained herein
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements may be
identified by the use of terminology such as "believe," "may," "will," "expect,"
"anticipate," "predict," "intend," "designed," "estimate," "should" or
"continue" or the negatives thereof or other variations thereon or comparable
terminology. Such forward-looking statements involve known or unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company, or industry results, to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things, the
following: the uncertainty of gaining acceptance of the hydrophilic intermittent
catheters, the Release-NF Foley catheters and the FemSoft Insert in the
marketplace; the uncertainty of gaining new strategic relationships; the
uncertainty of timing of revenues from private label sales (particularly with
respect to international customers); FDA and other regulatory review and
response times; manufacturing capacities for both current products and new
products; the uncertainty of insurance coverage of the FemSoft Insert by
additional insurers; the uncertainty that initial consumer interest in the
FemSoft Insert may not result in significant sales of the product or continued
sales of the product after trial; the results of product evaluations; the
securing of Group Purchasing Organization contract participation; results of
clinical tests; the timing of clinical preference testing and product
introductions; and other risk factors listed from time to time in the Company's
SEC reports, including, without limitation, the section entitled "Risk Factors"
in the Company's Annual Report on Form 10-K (Part II, Item 6) for the year ended
September 30, 2002.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company does not believe that there is any material market risk
exposure with respect to derivative or other financial instruments which would
require disclosure under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Under the supervision
and with the participation of the Company's management, including the Company's
Chief Executive Officer and Chief Financial Officer, the Company evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end
of the period covered by this report. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the period covered by this report, the Company's disclosure controls and
procedures are adequately designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Securities and Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported, within the time periods specified in applicable rules
and forms.
Changes in Internal Controls. During our third fiscal quarter, there
have not been any significant changes in the Company's internal control over
financial reporting (as defined in Rule 13(a)-15(f) under the Exchange Act) that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
31.1 Certification of Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
The Company filed an 8-K dated April 21, 2003
reporting under Item 7 ("Financial Statements and
Exhibits") and Item 9 ("Regulation FD Disclosure"), a
press release announcing the Company's financial
results for the second fiscal quarter ended March 31,
2003.
13
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.
ROCHESTER MEDICAL CORPORATION
Date: August 12, 2003 By: /s/ Anthony J. Conway
-----------------------------------
Anthony J. Conway
President and Chief Executive Officer
Date: August 12, 2003 By: /s/ David A. Jonas
-----------------------------------
David A. Jonas
Chief Financial Officer and Treasurer
14
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002............................
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002............................
32.1 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002............................
32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002............................