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 19, 2006

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, Minnesota		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))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Press Release

Item 2.02 Results of Operations and Financial Condition.

Furnished herewith as Exhibit 99.1 and incorporated by reference herein is the text of Rochester Medical’s announcement regarding operating results for the second quarter ended March 31, 2006, as presented in a press release dated April 19, 2006.

Item 9.01 Financial Statements and Exhibits.

(c)    Exhibits.

Exhibit 99.1   Press Release dated April 19, 2006, issued by Rochester Medical Corporation.

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 hereunto duly authorized.

	Rochester Medical Corporation
April 20, 2006	By:	/s/ David A. Jonas
		Name:	David A. Jonas
		Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated April 19, 2006, issued by Rochester Medical Corporation

EX-99.1

Exhibits 99.1

  FOR RELEASE 3:00 P.M., C.D.T
April 19, 2006

Rochester Medical Reports Second Quarter Results

Stewartville, MN April 19, 2006

Rochester Medical Corporation (NASDAQ:ROCM) today announced operating results for its second quarter ending March 31, 2006.

The Company reported record sales of $4,874,000 for the current quarter compared to $4,147,000 for the second quarter of last year. It also reported net loss of $244,000 or $(.04) per diluted share compared to a net income of $141,000 or $.02 per diluted share for the second quarter of last year. The results for the quarter include a $476,000 expense that consists of $336,000 of non-cash stock option expense, and one-time expenses related to the contemplated strategic transactions announced by Rochester Medical on April 3, 2006. Excluding those expenses, adjusted net income on a non-GAAP basis was $232,000 or $.04 per diluted share which is a 65% increase from the second quarter of last year.

The 18% increase in revenues resulted from increased sales of Rochester Medical branded products and increased sales of Private Label products. The decrease in earnings was primarily due to the non-cash stock option expense and the non-recurring costs mentioned above.

Commenting on the quarter, Company CEO and President Anthony J. Conway said, “I am very pleased with our continuing progress. Sales are strong and we are showing excellent growth in our relatively new Hydrophilic Intermittent Catheter product line. Margins on sales of these advanced catheters are still relatively modest but will improve significantly as sales levels reach critical volume needed for efficiency, and also as we automate some of the labor intensive aspects of the complex packing assemblies required for the kit and tray configurations of these products.

“We continue to believe sales levels for our Private Label Male External Catheters are being skewed upward due to inventory increases in light of the market uncertainty related to the potential Mentor Urology transaction.

“Our cash position has strengthened from $5.5 million a year ago to $8.1 million today which is very helpful for funding the upcoming contemplated strategic transactions.

“These are exciting times for Rochester Medical. The marketplace is demonstrating excellent acceptance of our new products. We continue to work diligently toward finalizing the contemplated strategic transactions, and we fully expect them to be consummated in the near term. As stated in the previous announcement, after those contemplated transactions are finalized we project Rochester Medical’s sales, margins, and profits will be significantly enhanced.”

Rochester Medical has scheduled a conference call today at 4:00 p.m., C.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 to the conference call via telephone, call:

     1-866-543-6411, password 15479436

     Replay will be available for seven days at:

     www.rocm.com or via telephone at 1-888-286-8010, password 86425230.

The immediately preceding statement contains forward-looking statements that involve risks and uncertainties, including the uncertainty of the Agreements with Coloplast and Mentor being finalized, including the uncertainty of estimated revenues and profits, as well as the uncertainty of market acceptance 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, 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 (Part II, I tem 6) for the year ended September 30, 2005.

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 Corporation
Press Release — F06 Second Quarter
page 3 of 4

Condensed Balance Sheets

	(unaudited)
	March 31,		September 30,
	2006		2005
Assets
Current Assets
Cash and equivalents	$	7,915,537	$	1,129,876
Marketable securities		174,937		5,286,553
Accounts receivable		3,101,001		3,204,824
Inventories		3,474,099		3,936,243
Prepaid expenses and other assets		444,320		351,027
Deferred income tax asset		21,000		21,000
Total current assets		15,130,894		13,929,523
Property and equipment		7,183,036		7,561,303
Deferred income tax asset		433,000		433,000
Intangible assets		274,468		285,194
	$	23,021,398	$	22,209,020
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	742,301	$	283,332
Accrued expenses		554,642		744,260
Short-term debt		34,000		34,000
Current Maturities of Capital Leases		40,918		39,785
Deferred revenue		157,143		157,143
Total current liabilities		1,529,004		1,258,520
Long-term debt
Long term debt		34,000		34,000
Capital leases, less current portion		43,283		64,030
Deferred revenue		485,715		564,286
Total long term debt		562,998		662,316
Stockholders’ equity		20,929,396		20,288,184
	$	23,021,398	$	22,209,020

Rochester Medical Corporation
Press Release — F06 Second Quarter
page 4 of 4

Summary Statements Of Operations

	Three months ended						Six months ended
	March 31,						March 31,
	2006			2005			2006			2005
Sales	$	4,874,079		$	4,147,173		$	9,481,279		$	7,812,445
Cost of sales		3,314,823			2,633,061			6,320,293			4,900,339
Gross profit		1,559,256			1,514,112			3,160,986			2,912,106
Gross profit %		32	%		37	%		33	%		37	%
Costs and expense:
Marketing and selling		576,374			566,452			1,175,367			1,136,990
Research and development		186,974			181,309			360,597			378,039
General and administrative		994,546			652,896			1,566,800			1,189,924
Total operating expenses		1,757,894			1,400,657			3,102,764			2,704,953
Income/(Loss) from operations		(198,638	)		113,455			58,222			207,153
Other income (expense)
(Loss) on Sale of Investments		(103,532	)		—			(103,532	)		—
Interest income/(loss) — Net		57,851			27,758			112,372			56,056
Net Income/(Loss)	$	(244,319	)	$	141,213		$	67,062		$	263,209
Earnings/(Loss) per common share — Basic	$	(0.04	)	$	0.03		$	0.01		$	0.05
Earnings/(Loss) per common share — Diluted	$	(0.04	)	$	0.02		$	0.01		$	0.05
Shares in per share computation Basic		5,533,739			5,457,777			5,529,922			5,452,980
Shares in per share computation Diluted		5,533,739			5,768,546			5,782,113			5,721,881