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): April 22, 2004

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)	(I.R.S. Employer 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)

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
	Item 12. Results of Operations and Financial Condition.
SIGNATURE
EXHIBIT INDEX
Press Release

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press Release, dated April 22, 2004, issued by Rochester Medical Corporation

Item 12. Results of Operations and Financial Condition.

     On April 22, 2004, Rochester Medical, Inc. issued a press release relating to second quarter financial results for the quarter ending March 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1.

     The information in this Form 8-K, including the exhibit attached hereto, shall not be deemed “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 filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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: April 22, 2004

ROCHESTER MEDICAL CORPORATION
By:	/s/ David A. Jonas
	David A. Jonas
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated April 22, 2004, issued by Rochester Medical Corporation

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE
April 22, 2004

ROCHESTER MEDICAL REPORTS SECOND QUARTER RESULTS

Stewartville, April 22, 2004 – Rochester Medical Corporation (NASDAQ: ROCM) today announced operating results for its second quarter ending March 31, 2004.

The Company reported sales of $3,811,000 for the quarter compared to $3,718,000 for the second quarter of last year. It also reported net income of $139,000 or $.03 per share compared to a net income of $142,000 or $.03 per share for the second quarter of last year. The approximately 3% increase in revenues resulted from a 7% increase in sales of Rochester Medical Brand Products offset by a slight decrease in Private Label Sales. Net income declined slightly, however, due to a decrease in interest income, primarily from lower interest rates that offset the approximately $20,000 of increased operating revenue.

“It was a solid quarter,” said Anthony J. Conway, Company CEO and President, “We continue to grow, and we are working hard to accelerate that growth. We have achieved some significant accomplishments this quarter which will help ensure future success. Our Rochester Medical branded Hydrophilic Intermittent Catheter is being well received in the U.S., and it is currently being introduced into the major worldwide medical markets by a strategic private label marketing partner. The Hydrophilic Intermittent Catheter is the only intermittent catheter that combines the advantages of silicone with hydrophilic properties. We have also entered into an agreement with Health Sales Consultants Inc., a small specialized independent sales group that will focus on selling Rochester Medical brand products in the New York and New Jersey markets.

“We remain committed to developing and marketing the best urological catheters available. To that end, we recently submitted a patent application for an improved silicone Foley catheter which offers significant additional reasons for hospitals to use silicone catheters instead of latex catheters when catheterizing their patients. Latex Foleys currently dominate the market. The new Foley will be available in both Anti-Infection and standard versions. We also plan to introduce important new intermittent technology that is now in regulatory review.”

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 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, 2003.

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. Rochester Medical is available on its website at http://www.rocm.com.

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						Six Months
	Ended						Ended
	March 31,						March 31,
	2003			2002			2003			2002
Total Net Sales		100	%		100	%		100	%		100	%
Cost of Sales		65	%		64	%		65	%		65	%
Gross Margin		35	%		36	%		35	%		35	%
Operating Expenses
Marketing and Selling		13	%		14	%		14	%		15	%
Research and Development		5	%		6	%		5	%		6	%
General and Administrative		14	%		14	%		14	%		13	%
Total Operating Expenses		32	%		33	%		33	%		33	%
Income/(Loss) From Operations		3	%		3	%		2	%		2	%
Interest Income (Expense) Net		1	%		1	%		0	%		1	%
Net Income/(Loss)		4	%		4	%		3	%		3	%

Rochester Medical Corporation
Press Release — F04 Second Quarter

Condensed Balance Sheets

	March 31,		September 30,
	2004		2003
Assets
Current Assets
Cash and equivalents	$	2,347,907	$	1,764,499
Marketable securities		4,259,268		4,201,736
Accounts receivable		1,958,545		2,454,310
Inventories		3,745,019		3,542,619
Prepaid expenses and other assets		415,112		272,245
Total current assets		12,725,851		12,235,409
Property and equipment		8,225,437		8,663,662
Intangible assets		231,922		225,597
	$	21,183,210	$	21,124,668
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	690,410	$	507,580
Accrued expenses		835,526		1,098,578
Short-term debt		34,000		34,000
Current Maturities of Capital Leases		36,569		40,263
Deferred revenue		157,143		157,143
Total current liabilities		1,753,648		1,837,564
Long-term debt
Long term debt		102,000		102,000
Capital leases, less current portion		122,884		164,806
Deferred revenue		800,000		878,571
Total long term debt		1,024,884		1,145,377
Stockholders’ equity		18,404,678		18,141,727
	$	21,183,210	$	21,124,668

Rochester Medical Corporation
Press Release — F04 Second Quarter

Summary Statements Of Operations

	Three months ended						Six months ended
	March 31,						March 31,
	2004			2003			2004			2003
Sales	$	3,811,179		$	3,718,203		$	7,159,653		$	7,256,860
Cost of sales		2,466,368			2,374,590			4,620,073			4,714,429
Gross profit		1,344,811			1,343,613			2,539,580			2,542,431
Gross profit %		35	%		36	%		35	%		35	%
Costs and expense:
Marketing and selling		496,860			526,890			1,007,525			1,077,928
Research and development		192,135			213,089			368,906			419,972
General and administrative		537,065			504,319			993,646			926,683
Total operating expenses		1,226,060			1,244,298			2,370,077			2,424,583
Income/(Loss) from operations		118,751			99,315			169,503			117,848
Other income (expense) Interest income — Net		20,614			42,255			33,450			84,880
Net Income/(Loss)	$	139,365		$	141,570		$	202,953		$	202,728
Earnings per common share — Basic	$	0.03		$	0.03		$	0.04		$	0.04
Earnings per common share — Diluted	$	0.02		$	0.03		$	0.04		$	0.04
Shares in per share computation Basic		5,432,905			5,361,008			5,430,292			5,345,826
Shares in per share computation Diluted		5,690,661			5,619,962			5,709,594			5,572,935