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 30, 2009

ROCHESTER MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota	0-18933	41-1613227
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Rochester Medical Drive, Stewartville, MN	55976
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (507) 533-9600

Not Applicable

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The following information is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Furnished herewith as Exhibit 99.1 and incorporated by reference herein is the text of Rochester Medical Corporation’s (the “Company”) announcement regarding operating results for the quarter ended June 30, 2009, as presented in a press release dated July 30, 2009.

Item 9.01. Financial Statements and Exhibits.

The following information is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

99.1 Press release dated July 30, 2009, of Rochester Medical Corporation

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.

Date: July 30, 2009

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 30, 2009 of Rochester Medical Corporation

EX-99.1

Exhibit 99.1

Release for 3:00 P.M., C.D.T.
July 30, 2009

Rochester Medical Reports Third Quarter Results

Stewartville, MN July 30, 2009

Rochester Medical Corporation (NASDAQ:ROCM) today announced operating results for its third quarter ended June 30, 2009.

The Company reported sales of $8,908,000 for the current quarter compared to $8,241,000 for the third quarter of last year. The Company also reported net loss of $77,000 or ($.01) per diluted share for the quarter compared to net income of $312,000 or $.02 per diluted share for the same period of last year.

The approximate 8% increase in sales (18% on a constant currency basis) resulted from a 42% increase in Private Label Sales (42% increase on a constant currency basis), partially offset by a 4% decrease in Rochester Medical Branded Sales (8% increase on a constant currency basis).

Constant currency basis assumes current exchange rates for all periods in order to exclude the impact of foreign exchange variations. In the third quarter of 2009 the U.S. dollar was significantly stronger versus the pound sterling, thus negatively affecting Rochester Medical Branded Sales growth levels in actual U.S. dollars given the significant volume of our branded product sales in the United Kingdom.

Net income adjusted for certain non-recurring unusual items and certain recurring non-cash expenses, or “Non-GAAP Net Income” for the current quarter was $245,000 or $.02 per diluted share compared to Non-GAAP Net Income of $636,000 or $.05 per diluted share for the third quarter of last year. The decrease for the current quarter on a Non-GAAP basis is primarily attributable to a tax benefit of $654,000 taken in the third quarter of last year.

Regarding today’s announcement, Rochester Medical’s CEO and President Anthony J. Conway said, “Once again, excluding exchange rate influences, the Company had a very solid quarter. The overall 18% sales growth is very good, and we are also pleased that U.S. & European Rochester Medical Branded Sales are up 15% overall on a constant currency basis. Branded sales in the rest of the world were down 16%, and we believe that is simply a reflection of order timing from certain International distributors. I would also note that the 42% increase in Private Label Sales reflects a significant upward quarterly percentage aberration due to the timing of orders from large Private Label customers.”

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Conway added, “I am very pleased with our progress in certain important areas. We have made significant strides in U.S. Acute Care, with several major opinion leading institutions now making product purchases, and with increasing interest and commitment from other major institutions. We have just begun the introduction of our new StrataSI^TM Foley Catheter technology, and the initial reception is very positive. We are now initiating ReleaseNF^® catheter evaluations in the United Kingdom, and we are exploring potential partnerships for introduction of the ReleaseNF Anti-Infection Foley Technology into mainland Europe. Also, I’m pleased to report that our new MAGIC3^TMIntermittent Catheter Technology is doing very well in the U.S. and in the United Kingdom, and is now being introduced in mainland Europe.”

Rochester Medical has provided Non-GAAP Net Income in addition to earnings calculated in accordance with generally accepted accounting principles (GAAP) because management believes Non-GAAP Net Income provides a more consistent basis for comparisons that are not influenced by certain charges and non-cash expenses and are therefore helpful in understanding Rochester Medical’s underlying operating results. Similarly, constant currency represents reported sales with the cost/benefit of currency movements removed. Management uses the measure to understand the growth of the business on a constant dollar basis, as fluctuations in exchange rates can distort the underlying growth of the business both positively and negatively. While we recognize that foreign exchange volatility is a reality for a global company, we routinely review our company performance on a constant dollar basis, and we believe this also allows our shareholders to understand better our Company’s growth trends.

Non-GAAP Net Income and constant currency are not measures of financial performance under GAAP, and should not be considered an alternative to net income or any other measure of performance or liquidity under GAAP. Non-GAAP Net Income and constant currency are not comparable to information provided by other companies. Non-GAAP Net Income and constant currency have limitations as analytical tools and should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Reconciliations of Net Income and Non-GAAP Net Income, and reconciliations of sales under GAAP and sales on a constant currency basis, are presented at the end of this press release.

This press release contains “forward-looking statements” that are based on currently available information, operating plans and management’s expectations about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward-looking statements, including the uncertainty of estimated revenues and profits, the uncertainty of current domestic and international economic conditions that could adversely affect the level of demand for the Company’s products and increased volatility in foreign exchange rates, the uncertainty of market acceptance of new product introductions, the uncertainty of gaining new strategic relationships or locating and capitalizing on strategic opportunities, the uncertainty of timing of private label sales revenues (particularly international customers), FDA and other regulatory review and response times, and 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 for the year ended September 30, 2008 and subsequent reports on Forms 10-Q and 8-K. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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The Company will hold a quarterly conference call to discuss its earnings report. The call will begin at 3:30 p.m. central time (4:30 p.m. eastern time).
This call is being webcast by Thomson/CCBN and can be accessed at Rochester Medical’s website at www.rocm.com. To listen live to the conference call via telephone, call:

Domestic:   888.679.8018, password 99367806
International: 617.213.4845, password 99367806
Pre Registration:
https://www.theconferencingservice.com/prereg/key.process?key=PGY64RKT9
Replay will be available for seven days at www.rocm.com or via telephone at:
Domestic:   888-286-8010, password 41138193
International: 617-801-6888, password 41138193

Individual investors can listen to the call at www.fulldisclosure.com, Thomson/CCBN’s individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson’s password-protected event management site, StreetEvents (www.streetevents.com).

Rochester Medical Corporation develops, manufactures, and markets disposable medical catheters and devices for urological and continence care applications. The Company markets under its own Rochester Medical^® brand and under existing private label arrangements.

For further information, please contact Anthony J. Conway, President and Chief Executive Officer of Rochester Medical Corporation at (507) 533-9600. More information about Rochester Medical is available on its website at http://www.rocm.com.

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ROCHESTER MEDICAL CORPORATION
Reconciliation of Reported GAAP Revenue to Non-GAAP Revenue in Constant Currency
For the Three and Nine months ended
June 30, 2009

	(unaudited)					(unaudited)
	Three months ended					Nine months ended
	June 30,					June 30,
	2009		2008			2009		2008
GAAP Sales as Reported	$	8,908,416	$	8,241,232		$	25,789,530	$	25,679,758
Exchange rate as Reported		1.55		1.98			1.52		2.00
Constant Currency Sales	$	8,908,416	$	7,550,514		$	25,789,530	$	23,377,618
(1) Exchange rate used for Constant Currency Purposes		1.55		1.55			1.52		1.52
Net Effect of Constant Currency Illustration	$	—	$	(690,718	)	$	—	$	(2,302,140	)

(1)	For illustrative purposes Constant currency translates prior period foreign sales at current exchange rates.
	For Rochester Medical Corporation this is the conversion rate of pound sterling to US dollars. The rate represents the average exchange rate for the respective three or nine month period.

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ROCHESTER MEDICAL CORPORATION
Reconciliation of Reported GAAP Net Income to Non-GAAP Net Income
For the Three and Nine months ended
June 30, 2009 and 2008

	(unaudited)					(unaudited)
	Three months ended					Nine months ended
	June 30,					June 30,
	2009			2008		2009			2008
GAAP Net Income (loss) as Reported	$	(77,000	)	$	312,000	$	338,000		$	417,000
Diluted Earnings (Loss) Per Share as Reported	$	(0.01	)	$	0.02	$	0.03		$	0.03
Adjustments for non-recurring unusual items:
Settlement income after taxes (1)		—			—		(637,000	)		—
Subtotal		—			—		(637,000	)		—
Adjustments for recurring non-cash expenses:
Intangible amortization (2)		129,000			129,000		386,000			386,000
FAS 123R compensation expense (3)		193,000			195,000		683,000			713,000
Subtotal		322,000			324,000		1,069,000			1,099,000
Non-GAAP Net Income	$	245,000		$	636,000	$	770,000		$	1,516,000
Non-GAAP Diluted EPS	$	0.02		$	0.05	$	0.06		$	0.12
Weighted Average Shares — Diluted		12,603,331			12,550,317		12,637,414			12,561,535

(1)	Settlement income received January 15, 2009 from Covidien Ltd. of $1,000,000, $637,000 after taxes of $363,000.This adjustment reduces net income for amounts received net of taxes paid in connection with one-time settlement of certain litigation. These amounts were recorded in Other Income in the Statement of Operations for the fiscal year ended September 30, 2009.
(2)	Amortization of the intangibles acquired in June 2006 asset acquisition from Coloplast AS and Mentor Corporation. Management believes these assets are appreciating. This adjustment adds back amortization expense for the three and nine months ended June 30, 2009 and 2008 related to certain intangibles. The gross amount of amortization is $163,000 per quarter after taxes of $34,000 for a net amount of $129,000.
(3)	Compensation expense mandated by SFAS 123R. This adjustment adds back the compensation expense recorded for stock options granted to employees and directors that vested during the three and nine months ended June 30, 2009 and 2008. The gross amount of compensation expense for the three months ended June 30, 2009 and 2008 is $293,000 and $295,000 net of taxes of $100,000 and $100,000 for net amounts of $193,000 and $195,000 respectively. The gross amount of compensation expense for the nine months ended June 30, 2009 and 2008 is $1,035,000 and $1,081,000 net of taxes of $352,000 and $368,000 for net amounts of $683,000 and $713,000 respectively.

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Rochester Medical Corporation
Press Release — F09 Third Quarter

Condensed Balance Sheets

	(unaudited)
	June 30,		September 30,
	2009		2008
Assets
Current Assets
Cash and equivalents	$	5,342,272	$	8,508,000
Marketable securities		29,660,699		28,493,648
Accounts receivable		6,000,332		6,009,023
Inventories		9,696,882		8,745,873
Prepaid expenses and other assets		892,629		1,110,291
Deferred income tax		1,561,510		1,143,931
Total current assets		53,154,324		54,010,766
Property and equipment, net		9,741,072		9,883,329
Deferred income tax		955,769		831,299
Patents, net		211,884		227,358
Intangible assets, net		6,226,817		6,860,213
Goodwill		4,779,846		5,169,661
Total Assets	$	75,069,712	$	76,982,626
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,605,780	$	2,127,470
Accrued expenses		1,335,452		1,170,654
Short-term debt		2,925,566		1,940,292
Total current liabilities		5,866,798		5,238,416
Long-term liabilities
Other long term liabilities		288,435		239,496
Long-term debt		1,002,344		3,806,185
Total long term liabilities		1,290,779		4,045,681
Stockholders’ equity		67,912,135		67,698,529
Total Liabilities and Stockholders’ Equity	$	75,069,712	$	76,982,626

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Rochester Medical Corporation
Press Release — F09 Third Quarter

Summary Statements Of Operations

	(unaudited)						(unaudited)
	Three months ended						Nine months ended
	June 30,						June 30,
	2009			2008			2009			2008
Sales	$	8,908,416		$	8,241,232		$	25,789,530		$	25,679,758
Cost of sales		4,724,893			4,568,736			13,266,735			13,594,196
Gross profit		4,183,523			3,672,496			12,522,795			12,085,562
Gross profit %		47	%		45	%		49	%		47	%
Costs and expense:
Marketing and selling		2,541,552			2,349,911			7,555,936			6,954,582
Research and development		352,248			202,092			969,011			735,292
General and administrative		1,451,041			1,578,410			4,574,296			5,210,295
Total operating expenses		4,344,841			4,130,413			13,099,243			12,900,169
Loss from operations		(161,318	)		(457,917	)		(576,448	)		(814,607	)
Other income (expense)
Interest income		39,964			232,705			241,490			1,041,692
Interest expense		(54,586	)		(116,563	)		(218,714	)		(394,887	)
Other income		—			—			1,200,442			—
Net income (loss) before income taxes		(175,940	)		(341,775	)		646,770			(167,802	)
Income tax expense(benefit)		(99,040	)		(654,023	)		308,843			(584,746	)
Net income (loss)	$	(76,900	)	$	312,248		$	337,927		$	416,944
Earnings (loss) per common share — Basic	$	(0.01	)	$	0.03		$	0.03		$	0.04
Earnings (loss) per common share — Diluted	$	(0.01	)	$	0.02		$	0.03		$	0.03
Weighted Average Shares:		12,025,966			11,832,240			12,029,629			11,794,733
Basic
Weighted Average Shares:
Diluted		12,025,966			12,550,317			12,637,414			12,561,535

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