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 20, 2004

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 20, 2004, issued by Rochester Medical Corporation

Item 9.     Regulation FD.

     The information set forth under Item 12 below also is intended to be disclosed under this Item 9 and is herby incorporated herein by reference.

Item 12.   Results of Operations and Financial Condition.

     On July 20, 2004, Rochester Medical Corporation announced its sales and earnings for the third fiscal quarter ended June 30, 2004. A copy of the press release that discusses this matter is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

     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: July 21, 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 July 20, 2004, issued by Rochester Medical Corporation

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE
After 3:00 p.m., C.D.T.
July 20, 2004

Rochester Medical Reports Record Quarter

Stewartville, July 20, 2004-Rochester Medical Corporation (NASDAQ:ROCM) today announced operating results for its third quarter ending June 30, 2004.

The Company reported record sales of $4,257,000 for the third quarter compared to $3,777,000 for the third quarter of last year. It also reported record net income of $387,000 or $.07 per share compared to net income of $86,000 or $.02 per share for the third quarter of last year. The 13% increase in revenues resulted from increased sales of Rochester Medical® Brand products and increased sales to private label customers. The 450% increase in net income was due primarily to increased contribution from higher sales and improved gross margin.

“The quarter showed solid gains,” said Company CEO and President Anthony J. Conway. “As sales levels move upwards and fixed overheads remain relatively constant, we expect continued earnings growth.

“We are also very pleased with the acceptance of our intermittent catheter offering, particularly the Hydrophilic Intermittent Catheters and the Antibacterial Intermittent Catheters, in both domestic and overseas markets. In addition, we recently gained a further 510(k) FDA clearance to combine these technologies into new product offerings. The Company plans to introduce these advanced new products in the first quarter of Fiscal 2005.

“Going forward we expect both top and bottom line revenue growth. While the timing of large private label orders may continue to be a factor in any given quarter, the overall growth trend is favorable in both the private label and branded areas of our business.”

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 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.

Rochester Medical has scheduled a conference call today at 4:00 p.m., C.D.T regarding this announcement. The 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:

     1-800-901-5231, password 59114045

     Replay will be available for seven days at:

     www.rocm.com or via telephone at 1-888-286-8010, password 85528065.

Rochester Medical Corporation
Press Release — F04 Third Quarter
page 3 of 4

Condensed Balance Sheets

	June 30,		September 30,
	2004		2003
Assets
Current Assets
Cash and equivalents	$	1,042,781	$	1,764,499
Marketable securities		5,187,991		4,201,736
Accounts receivable		2,624,716		2,454,310
Inventories		3,703,396		3,542,619
Prepaid expenses and other assets		365,106		272,245
Total current assets		12,923,990		12,235,409
Property and equipment		8,292,624		8,663,662
Intangible assets		226,325		225,597
	$	21,442,939	$	21,124,668
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	795,319	$	507,580
Accrued expenses		731,532		1,098,578
Short-term debt		34,000		34,000
Current Maturities of Capital Leases		37,086		40,263
Deferred Revenue		157,143		157,143
Total current liabilities		1,755,080		1,837,564
Long-term debt
Long-term debt		102,000		102,000
Capital leases, less current portion		113,416		164,806
Deferred revenue		760,714		878,571
Total long term debt		976,130		1,145,377
Stockholders’ equity		18,711,729		18,141,727
	$	21,442,939	$	21,124,668

Rochester Medical Corporation
Press Release — F04 Third Quarter
page 4 of 4

Summary Statements Of Operations

	Three months ended				Nine months ended
	June 30,				June 30,
	2004		2003		2004		2003
Sales	$	4,257,223	$	3,777,490	$	11,416,876	$	11,034,349
Cost of sales		2,652,547		2,525,110		7,272,620		7,239,540
Gross profit		1,604,676		1,252,380		4,144,256		3,794,809
Gross profit %		38%		33%		36%		34%
Costs and expense:
Marketing and selling		632,899		550,279		1,640,424		1,628,206
Research and development		183,001		215,221		551,907		635,193
General and administrative		430,564		437,523		1,424,210		1,364,207
Total operating expenses		1,246,464		1,203,023		3,616,541		3,627,606
Income from operations		358,212		49,357		527,715		167,203
Other income (expense)
Interest income — Net		28,467		36,879		61,917		121,759
Net Income	$	386,679	$	86,236	$	589,632	$	288,962
Earnings per common share — Basic	$	0.07	$	0.02	$	0.11	$	0.05
Earnings per common share — Diluted	$	0.07	$	0.02	$	0.10	$	0.05
Shares in per share
computation Basic		5,437,262		5,406,529		5,432,607		5,366,060
Shares in per share
computation Diluted		5,666,057		5,729,616		5,695,782		5,626,475