-----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, Gl/EOC+dyvSvau4V9y9kC23HKw0Y3mSBDnpbfHD6/MSJOCpy9MOdgga772/1wusF QpKRC+fPmYDVJWlVueZdiw== 0000950134-03-011439.txt : 20030812 0000950134-03-011439.hdr.sgml : 20030812 20030812162442 ACCESSION NUMBER: 0000950134-03-011439 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030812 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-18933 FILM NUMBER: 03837861 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 10-Q 1 c79029e10vq.txt FORM 10-Q 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............................ EX-31.1 3 c79029exv31w1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER-SEC. 302 EXHIBIT 31.1 CERTIFICATIONS I, Anthony J. Conway, Chief Executive Officer of Rochester Medical Corporation, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rochester Medical Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 12, 2003 /s/ Anthony J. Conway ----------------------- Chief Executive Officer EX-31.2 4 c79029exv31w2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER-SEC. 302 EXHIBIT 31.2 CERTIFICATIONS I, David A. Jonas, Chief Financial Officer of Rochester Medical Corporation, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Rochester Medical Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 12, 2003 /s/ David A. Jonas ----------------------- Chief Financial Officer EX-32.1 5 c79029exv32w1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER-SEC. 906 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Rochester Medical Corporation (the "Company") on Form 10-Q for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Anthony J. Conway, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Anthony J. Conway ----------------------------- Anthony J. Conway Chief Executive Officer August 12, 2003 A signed original of this written statement required by Section 906 has been provided to Rochester Medical Corporation and will be retained by Rochester Medical Corporation and furnished to the Securities and Exchange Commission or its staff upon request. EX-32.2 6 c79029exv32w2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER-SEC. 906 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Rochester Medical Corporation (the "Company") on Form 10-Q for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David A. Jonas, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ David A. Jonas -------------------------------- David A. Jonas Chief Financial Officer August 12, 2003 A signed original of this written statement required by Section 906 has been provided to Rochester Medical Corporation and will be retained by Rochester Medical Corporation and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----