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 24, 2012

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)

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 (see General Instruction A.2. below):

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

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

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

¨ 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 March 31, 2012, as presented in a press release dated April 24, 2012.

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 April 24, 2012 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: April 24, 2012

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 24, 2012 of Rochester Medical Corporation

EX-99.1

Exhibit 99.1

Rochester Medical Reports Second Quarter Results

Stewartville, MN April 24, 2012

Rochester Medical Corporation (NASDAQ:ROCM) today announced operating results for its second quarter ended March 31, 2012.

The Company reported record sales of $15,259,000 for the current quarter compared to $12,853,000 for the second quarter of last year. It also reported net income of $603,000 or $0.05 per diluted share compared to net loss of ($1,259,000) or ($0.10) per diluted share for the same quarter of last year.

The approximate 19% increase in sales (20% on a constant currency basis) resulted from a 17% increase in Rochester Medical Direct Sales (20% on a constant currency basis) and a 24% increase in Private Label Sales (24% on a constant currency basis). Direct Sales include sales made directly to the end consumer and include all Rochester branded sales, U.K. Script Easy sales, and all Laprolan sales. Constant currency basis assumes current exchange rates for all periods in order to exclude the impact of foreign exchange variations. In the second quarter of fiscal 2012, the U.S. dollar was somewhat stronger versus the pound sterling and the Euro, thus negatively affecting Rochester Medical Direct Sales growth levels in actual U.S. dollars given the significant volume of direct sales in the United Kingdom and The Netherlands.

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 $920,000 or $0.08 per diluted share compared to Non-GAAP Net Loss of ($437,000) or ($0.04) per diluted share for the second quarter of last year. The increase for the current quarter is primarily due to increased gross profits as a result of increased sales.

Commenting on the second quarter results, Rochester Medical’s CEO and President Anthony J. Conway said, “We are very pleased with our recent progress. Our Direct Sales are strengthening nicely. Overall U.S. Direct Sales rose 32% over last year’s second quarter with U.S. Home Care sales growing at a strong 39% pace and U.S. Acute Care sales rising 15%. These numbers continue to reflect the increasing effectiveness of our U.S. Sales and Marketing team and the increasing acceptance of our advanced catheter technologies. The United Kingdom also reported solid constant currency growth of 18%. Laprolan sales declined 11% year-over-year in constant currency, however we expect improving sales going forward driven by recent investments to strengthen the Sales and Management team in that part of our organization. International Direct Sales outside of the U.K. and the markets served by Laprolan were very strong this quarter, increasing 69% year-over-year. Private Label sales showed strong growth of 24%, but as we have previously noted, these sales can fluctuate significantly from quarter to quarter due to the timing of orders.”

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Conference Call and Webcast

The Company will hold a quarterly conference call today 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 Reuters and can be accessed at Rochester Medical’s website at www.rocm.com. To listen live to the conference call via telephone, call:

Domestic:	888 680.0892
International:	617 213.4858
Pass code:	76674231

Preregistration:

https://www.theconferencingservice.com/prereg/key.process?key=P77FPAVK9

Replay will be available for seven days at www.rocm.com or via telephone at:

Domestic:	888 286.8010
International:	617 801.6888
Pass code:	54644869

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

Forward-Looking Statements

This press release contains “forward-looking statements” with the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the future financial and operating results of Rochester Medical. Such statements are based on currently available information, operating plans and management’s expectations about future events and trends. Such statements inherently involve significant 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, and our level of success in increasing Rochester Medical Direct Sales revenue, 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, 2011, and 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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Use of Non-GAAP Financial Measures

Rochester Medical has provided Non-GAAP Net Income (Loss) in addition to net income (loss) calculated in accordance with generally accepted accounting principles (GAAP) because management believes Non-GAAP Net Income (Loss) 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 (Loss) 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 (Loss) and constant currency are not comparable to information provided by other companies. Non-GAAP Net Income (Loss) 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 Loss and Non-GAAP Net Income (Loss), and reconciliations of sales under GAAP and sales on a constant currency basis, are presented at the end of this press release.

About Rochester Medical Corporation

Rochester Medical Corporation develops, manufactures, and markets disposable medical catheters and devices for urological and continence care applications. The Company also sells certain ostomy and wound and scar care products and other brands of urological products into the European marketplace.

For further information, please contact Anthony J. Conway, President and Chief Executive Officer or David A. Jonas, Chief Financial Officer of Rochester Medical Corporation at (507) 533-9600 or Parice Halbert, CFA, at Westwicke Partners (443) 213-0500. 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 Six months ended

March 31, 2012 and 2011

	(unaudited) Three months ended March 31,					(unaudited) Six months ended March 31,
	2012		2011			2012		2011
GAAP Sales as Reported	$	15,258,611	$	12,852,601		$	29,104,277	$	23,799,006
British Sterling Exchange rate as Reported		1.57		1.60			1.57		1.59
Euro Exchange rate as Reported		1.31		1.37
Constant Currency Sales	$	15,258,611	$	12,671,515		$	29,104,277	$	23,595,089
(1) Exchange rate used for Constant Currency Purposes		1.57		1.57			1.57		1.57
(2) Exchange rate used for Constant Currency Purposes		1.31		1.31			1.31		1.31
Net Effect of Constant Currency Illustration - British Sterling	$	—	$	(84,522	)	$	—	$	(107,353	)
Net Effect of Constant Currency Illustration - Euros	$	—	$	(96,564	)	$	—	$	(96,564	)
Total Net Effect of Constant Currency Illustration	$	—	$	(181,086	)	$	—	$	(203,917	)

(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 British pounds to US dollars. The rate represents the average exchange rate for the respective three or six month period.

(2) For illustrative purposes constant currency translates prior period foreign sales at current exchange rates. For Rochester Medical Corporation this is the conversion rate of Euros to US dollars. The rate represents the average exchange rate for the respective three or six month period. The six month rate is the same as the three month rate as the acquisition of Laprolan was effective January 1, 2011.

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ROCHESTER MEDICAL CORPORATION

Reconciliation of Reported GAAP Net Income to Non-GAAP Net Income

For the Three and Six months ended

March 31, 2012 and 2011

	(unaudited) Three months ended March 31,					(unaudited) Six months ended March 31,
	2012		2011			2012		2011
GAAP Net Income (Loss) as Reported	$	603,000	$	(1,259,000	)	$	527,000	$	(1,428,000	)
Diluted EPS as Reported	$	0.05	$	(0.10	)	$	0.04	$	(0.12	)
Adjustments for non-recurring unusual items:
Merger and acquisition costs for Laprolan (1)				255,000					391,000
Subtotal		—		255,000			—		391,000
Adjustments for recurring non-cash expenses:
Intangible amortization (2)		158,000		195,000			316,000		323,000
ASC 718 compensation expense (3)		159,000		372,000			361,000		567,000
Subtotal		317,000		567,000			677,000		890,000
Non-GAAP Net Income	$	920,000	$	(437,000	)	$	1,204,000	$	(147,000	)
Non-GAAP Diluted EPS	$	0.08	$	(0.04	)	$	0.10	$	(0.01	)
Weighted Average Shares - Diluted		12,235,701		12,223,347			12,258,402		12,174,780

(1) Merger and acquisition costs related to the purchase of Laprolan B.V. from Fornix N.V.

(2) Amortization of the intangibles acquired in June 2006 asset acquisition from Coloplast AS and Mentor Corporation and the intangibles acquired in the January 2011 aquisition of Laprolan from Fornix N.V. Management believes these assets are appreciating. This adjustment adds back amortization expense for the three and six months ended March 31, 2012 and 2011 related to certain intangibles. The gross amount of amortization expense for the three months ended March 31, 2012 and 2011 is $218,000 and $251,000 net of taxes of $60,000 and $56,000 for net amounts of $158,000 and $195,000 respectively. The gross amount of amortization expense for the six months ended March 31, 2012 and 2011 is $436,000 and $414,000 net of taxes of $120,000 and $91,000 for net amounts of $316,000 and $323,000 respectively.

(3) Compensation expense mandated by ASC 718. This adjustment adds back the compensation expense recorded for stock options granted to employees and directors that vested during the three and six months ended March 31, 2012 and 2011. The gross amount of compensation expense for the three months ended March 31, 2012 and 2011 is $248,000 and $582,000 net of taxes of $89,000 and $210,000 for net amounts of $159,000 and $372,000 respectively. The gross amount of compensation expense for the six months ended March 31, 2012 and 2011 is $564,000 and $877,000 net of taxes of $203,000 and $310,000 for net amounts of $361,000 and $567,000 respectively.

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Rochester Medical Corporation

Press Release - F12 Second Quarter

Summary Statements Of Operations

	(unaudited) Three months ended March 31,						(unaudited) Six months ended March 31,
	2012			2011			2012			2011
Sales	$	15,258,611		$	12,852,601		$	29,104,277		$	23,799,006
Cost of sales		7,828,875			6,493,407			14,706,068			12,035,681
Gross profit		7,429,736			6,359,194			14,398,209			11,763,325
Gross profit %		48.7	%		49.5	%		49.5	%		49.4	%
Costs and expenses:
Marketing and selling		4,219,492			5,012,747			8,723,612			8,894,727
Research and development		247,889			251,672			624,158			529,527
General and administrative		2,128,024			2,403,698			4,236,837			4,112,791
Total operating expenses		6,595,405			7,668,117			13,584,607			13,537,045
Income (loss) from operations		834,331			(1,308,923	)		813,602			(1,773,720	)
Other income (expense)
Interest income		9,465			51,977			19,200			104,547
Interest expense		(8,395	)		(123,596	)		(89,545	)		(154,855	)
Other income		48,712			(12,865	)		29,057			(29,147	)
Net income (loss) before income taxes		884,113			(1,393,407	)		772,314			(1,853,175	)
Income tax expense(benefit)		281,599			(134,009	)		245,147			(424,695	)
Net income (loss)	$	602,514		$	(1,259,398	)	$	527,167		$	(1,428,480	)
Earnings (loss) per common share - Basic	$	0.05		$	(0.10	)	$	0.04		$	(0.12	)
Earnings (loss) per common share - Diluted	$	0.05		$	(0.10	)	$	0.04		$	(0.12	)
Weighted Average Shares:
Basic		12,003,167			12,223,347			12,049,900			12,174,780
Weighted Average Shares:
Diluted		12,235,701			12,223,347			12,258,402			12,174,780

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Rochester Medical Corporation

Press Release - F12 Second Quarter

Condensed Balance Sheets

	(unaudited) March 31, 2012		September 30, 2011
Assets
Current Assets
Cash and equivalents	$	8,813,309	$	8,722,935
Marketable securities		6,810,597		26,182,308
Accounts receivable		9,931,708		8,644,332
Inventories		11,367,361		11,278,694
Prepaid expenses and other assets		1,607,363		1,361,259
Deferred income tax asset		2,036,493		1,618,495
Total current assets		40,566,831		57,808,023
Property and equipment, net		12,181,449		12,052,685
Deferred income tax asset		1,180,015		1,242,010
Intangible assets, net		10,040,656		10,272,671
Goodwill		9,859,132		9,764,075
Total Assets	$	73,828,083	$	91,139,464
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,580,460	$	2,773,398
Accrued expenses		2,698,674		2,961,270
Short-term debt		—		17,862,185
Total current liabilities		5,279,134		23,596,853
Long-term liabilities		1,931,143		1,565,764
Stockholders’ equity		66,617,806		65,976,847
Total Liabilities and Stockholder Equity	$	73,828,083	$	91,139,464

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