-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B02cJbUmffVeLkbPk3KrauwATke73SwBo2tZXDiTzWWCw1+HPQwrRswuqTsR9McY z+LkVSxko5wqPjILoJeyLA== 0000950134-03-010476.txt : 20030724 0000950134-03-010476.hdr.sgml : 20030724 20030724143114 ACCESSION NUMBER: 0000950134-03-010476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030722 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER MEDICAL CORPORATION CENTRAL INDEX KEY: 0000868368 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411613227 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18933 FILM NUMBER: 03800707 BUSINESS ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 BUSINESS PHONE: 5075339600 MAIL ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 8-K 1 c78501e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2003 ROCHESTER MEDICAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Minnesota 0-18933 41-1613227 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation) Identification No.) One Rochester Medical Drive, Stewartville, MN 55976 --------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (507) 533-9600 -------------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release, dated July 22, 2003, issued by Rochester Medical Corporation ITEM 9. REGULATION FD DISCLOSURE. On July 22, 2003, the Company issued a press release announcing operating results for its second quarter ending June 30, 2003. A copy of the press release is filed herewith as Exhibit 99.1 to this report and is incorporated herein by reference. The information furnished under "Item 9. Regulation FD Disclosure" is intended to be furnished under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. The information in this Form 8-K and the exhibit attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. SIGNATURE 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. July 24, 2003 ROCHESTER MEDICAL CORPORATION By: /s/ David A. Jonas -------------------------------- David A. Jonas Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release, dated July 22, 2003, issued by Rochester Medical Corporation EX-99.1 3 c78501exv99w1.txt PRESS RELEASE [ROCHESTER MEDICAL LOGO] FOR IMMEDIATE RELEASE JULY 22, 2003 - -------------------------------------------------------------------------------- ROCHESTER MEDICAL CORPORATION REPORTS FIFTH CONSECUTIVE QUARTER OF RECORD SALES Stewartville, July 22, 2003-Rochester Medical Corporation (NASDAQ: ROCM) today announced operating results for its third quarter ending June 30, 2003. The Company reported record sales of $3,777,000 for the third quarter compared to $3,033,000 for the third quarter of last year. It also reported net income of $86,000 or $.02 per share compared to a net loss of $310,000 or ($.06) per share for the third quarter of last year. The 25% overall increase in revenues resulted from increased sales of Rochester Medical(R) Brand products and increased sales to private label customers. The increase in net income was due primarily to increased contribution from higher sales. "We had a good quarter," said Company CEO and President Anthony J. Conway. "We are experiencing growing interest in our products throughout the world. Our antibacterial and hydrophilic intermittent catheters are being very well received, and sales of our base products continue to grow. The Company has now achieved 11 consecutive quarters of revenue growth. "We were very pleased to have earned Frost & Sullivan's Product Innovation Award for the U.S. Antimicrobial Catheter Market for 2003. This award is presented each year to the Company that has demonstrated excellence in launching innovative products and technologies within its industry. I am very proud of Rochester Medical's product development capabilities. I believe they are second to none. We plan to introduce more advanced products in the coming months. "Looking ahead, we expect that our sales will continue to grow through our established Rochester Medical Brand distribution structure and through our current private label arrangements. We also expect to establish new business and marketing relationships that will help spur future growth. "In summary, I am pleased with the Company's recent performance, and I am confident in our plans for the future." The immediately preceding statement contains forward-looking statements that involve risks and uncertainties, including the uncertainty of gaining acceptance of the anti-infection catheters and hydrophilic catheters and the FemSoft insert in the marketplace, the uncertainty of new product introductions, the uncertainty of gaining new strategic relationships, the uncertainty of timing of private label sales revenues (particularly international customers), FDA and other regulatory review and response times, as well as other risk factors listed from time to time in the Company's SEC reports and filings, 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. Rochester Medical Corporation develops, manufactures, and markets latex-free disposable medical catheters and devices for urological and continence care applications. The Company markets under its own Rochester Medical brand and under private label arrangements. For further information, please contact Anthony J. Conway, President and Chief Executive Officer of Rochester Medical Corporation at (507) 533-9600. For product information on the FemSoft Insert call 1-800-FEMSOFT. More information about Rochester Medical is available on its website at http://www.rocm.com Rochester Medical Corporation Press Release - F03 Third Quarter page 3 of 4 CONDENSED BALANCE SHEETS
June 30, September 30, 2003 2002 ------------- ------------- Assets Current Assets Cash and 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 8,564,347 9,261,525 Intangible assets 212,185 209,078 ------------- ------------- $ 20,531,254 $ 19,636,166 ============= ============= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 641,948 $ 633,934 Accrued expenses 733,274 908,301 Short-term debt - - Deferred Revenue 100,000 100,000 Current Maturities of Capital Leases 41,439 - ------------- ------------- Total current liabilities 1,516,661 1,642,235 Long-term debt Deferred Revenue 775,000 850,000 Long-term portion of Capital Leases 184,752 Stockholders' equity 18,054,841 17,143,931 ------------- ------------- $ 20,531,254 $ 19,636,166 ============= =============
Rochester Medical Corporation Press Release - F03 Third Quarter page 4 of 4 SUMMARY STATEMENTS OF OPERATIONS
Three months ended Nine months ended June 30, June 30, ------------------------------- ---------------------------------- 2003 2002 2003 2002 ----------- ----------- ------------- ----------- 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 Gross profit % 33% 30% 34% 27% Costs and expense: 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) ============ ============ ============= ============= Earnings per common share - Basic & Diluted $ 0.02 $ (0.06) $ 0.05 $ (0.26) ============ ============ ============= ============= Shares in per share computation Basic 5,406,529 5,328,500 5,366,060 5,328,500 ============ ============ ============= ============= Shares in per share computation Diluted 5,729,616 5,328,500 5,626,475 5,328,500 ============ ============ ============= ================
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