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): October 31, 2006

Rochester Medical Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	0-18933	41-1613227
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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:

[  ]  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 fourth quarter and fiscal year ending September 30, 2006, as presented in a press release dated October 31, 2006.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors of the Company approved resolutions adopting an amendment to the bylaws of the Company, effective as October 30, 2006, clarifying the provisions of the Company’s bylaws regarding the transfer of uncertificated shares of the Company’s stock. Section 5.03 of the Company’s bylaws was amended to read in its entirety as follows: "Transfer of shares on the books of the corporation may be authorized only by the shareholder of record, or the shareholder’s legal representative, or the shareholder’s duly authorized attorney-in-fact, and in the case of stock represented by a certificate, upon surrender of the certificate or the certificates for such shares. The corporation may treat as the absolute owner of shares of the corporation, the person or persons in whose name shares are registered on the books of the corporation."
The Board of Directors of the Company also approved resolutions adopting an amendment to the amended and restated articles of incorporati on of the Company, to be effective as of November 14, 2006, increasing the total authorized number of shares of the Company from 20,000,000 to 40,000,000. Article 3 of the Company’s amended and restated articles of incorporation was amended to read in its entirety as follows: "The total authorized number of shares of this Corporation is 40,000,000, which shall be shares without par value."

Item 8.01 Other Events.

On October 31, 2006, the Company announced that its Board of Directors has approved a two-for-one stock split of the Company’s common stock. As a result of the stock split, shareholders will receive one additional common share for each common share held on the record date of November 14, 2006.

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 October 31, 2006, of Rochester Medical Corp.

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
October 31, 2006	By:	/s/ David A. Jonas
		Name: David A. Jonas
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated October 31, 2006

EX-99.1

FOR RELEASE
3:00 P.M., C.S.T, October 31, 2006

Rochester Medical Reports Record Quarter and Record Year and Declares Two-for-one Stock
Split

Stewartville, MN October 31, 2006

Rochester Medical Corporation (NASDAQ: ROCM) today announced operating results for its fourth quarter and fiscal year ending September 30, 2006.

The Company reported 58% sales growth with record sales of $6,826,000 for the current quarter compared to $4,314,000 for the fourth quarter of last year. It reported net income for the current quarter of $906,000 or 15 cents per diluted share compared to a net income of $611,000 or 11 cents per diluted share for the fourth quarter of last year. To aid in comparison between the quarters, the Company notes that fourth quarter 2006 results includes $283,000 of non-cash expenses comprised of $95,000 related to non-cash stock option compensation under FAS123R and $188,000 for amortization of intangibles related to the recently announced asset acquisition. The Company also notes that fourth quarter 2005 includes non-cash income of $454,000 as a result of booking a portion of the Company’s deferred tax assets.

The 58% increase in sales came from increases in both Rochester Medical Brand sales and Private Label sales and is mainly attributable to increased international sales of Rochester Medical Brand products resulting from the Company’s previously announced acquisition of certain assets from Coloplast A/S in the United Kingdom. The increase in earnings resulted from higher contribution from increased sales and increased gross profit margins which were 51% this quarter compared to 32% in the fourth quarter of last year.

For the fiscal year ending September 30, 2006 the Company reported record sales of $21,666,000 compared to sales of $15,942,000 for the previous fiscal year. It reported net income for the year of $1,959,000 or 34 cents per diluted share compared to net income of $934,000 or 16 cents per diluted share for the previous year. To aid in comparison between the periods, the Company notes that fiscal 2006 results includes $818,000 of non-cash expenses comprised of $600,000 related to non-cash stock option compensation under FAS123R and $218,000 for amortization of intangibles related to the recently announced asset acquisitions. The increases in sales and earnings for the year are primarily due to the same factors noted above for the quarter.

The Company also announced today that its Board of Directors has declared a two-for-one stock split in the Company’s common stock in the form of a 100 percent stock dividend. The per share data in this release does not reflect the split.

The Company has approximately 5.5 million shares outstanding. Following the split there will be approximately 11 million shares outstanding. The stock split will apply to shareholders of record at the close of business on November 14, 2006, who will receive one additional share for each share then held. Distribution is expected to be made on November 17, 2006.

Commenting on today’s announcements, Rochester Medical CEO and President Anthony J. Conway said, “This has been a very good quarter and a very good year for the Company. Sales and earnings have strengthened nicely, and I think it is important to point out that the Company is generating cash well above the net income figure. I am particularly pleased that the integration of our newly acquired business assets has gone smoothly and that our new UK Team is well organized and moving ahead confidently. I think it is also important to note that close to two thirds of the Company’s sales revenues now come from sale of Rochester Medical branded products. These brands are becoming well recognized around the globe, and we intend to continue our strategic emphasis on growing branded business. We expect continued good performance in the coming year and look forward to new opportunities.”

Regarding the stock split, Conway stated, “We are pleased to take this action which we believe will improve trading liquidity and foster broader ownership of Rochester Medical Corporation common shares.”

The Company will hold a quarterly conference call to discuss its earnings report. The call will begin at 4:00 p.m. central time (5:00 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:	1-866-203-3436, password 31516331
International:	617-213-8849, password 31516331

Replay will be available for seven days at:

www.rocm.com or via telephone at 1-888-286-8010, password 51183499.

International Replay: 617-801-6888, password 51183499.

The webcast is also being distributed through the Thomson StreetEvents Network to both institutional and individual investors. 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).

The immediately preceding statement contains forward-looking statements that involve risks and uncertainties, 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, the uncertainty of successfully integrating and growing the Company’s new UK operations, 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, 2005.

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.

Rochester Medical Corporation
Press Release - F06 Fourth Quarter
page 4 of 5
	Condensed Balance Sheets
		(unaudited)
		September 30,		September 30,
		2006		2005
Assets
Current Assets
Cash and equivalents		$	2,906,698	$	1,129,876
Marketable securities			—		5,286,553
Accounts receivable			4,494,094		3,204,824
Inventories			4,642,578		3,936,243
Prepaid expenses and other assets			410,267		351,027
Deferred income tax asset			53,000		21,000
Total current assets			12,506,637		13,929,523
Property and equipment			8,239,246		7,561,303
Deferred income tax asset			1,177,999		433,000
Patents, net			271,172		285,194
Intangible assets, net			8,270,157		—
Goodwill			5,487,141		—
Total Assets		$	35,952,352	$	22,209,020
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	1,278,450	$	283,332
Accrued expenses			1,621,376		744,256
Short term debt			1,681,361		34,000
Current maturities of capital leases			42,084		39,785
Income taxes payable			105,559		—
Deferred revenue			114,287		157,143
Total current liabilities			4,843,117		1,258,516
Long-term liabilities
Long term debt			7,540,737		34,000
Capital leases, less current portion			21,946		64,030
Deferred revenue			449,999		564,286
Total long term liabilities			8,012,682		662,316
Stockholders' equity			23,096,553		20,288,188
Total Liabilities and Stockholder Equity		$	35,952,352	$	22,209,020

Rochester Medical Corporation
Press Release - F06 Fourth Quarter
page 5 of 5
	Summary Statements Of Operations
		(unaudited)						(unaudited)
		Three months ended						Twelve months ended
		September 30,						September 30,
		2006			2005			2006			2005
Sales		$	6,826,473		$	4,313,742		$	21,665,837		$	15,941,649
Cost of sales			3,374,888			2,917,301			13,057,090			10,330,113
Gross profit			3,451,585			1,396,441			8,608,747			5,611,536
Gross profit %			51	%		32	%		40	%		35	%
Costs and expense:
Marketing and selling			1,147,250			644,617			3,109,207			2,397,816
Research and development			189,982			166,010			759,639			730,105
General and administrative			989,277			467,635			3,344,662			2,126,813
Total operating expenses			2,326,509			1,278,262			7,213,508			5,254,734
Income from operations			1,125,076			118,179			1,395,239			356,802
Other income (expense)
(Loss) on sale of investments			—			—			(103,532	)		—
Interest income			31,494			41,715			219,873			138,693
Interest expense			(163,450	)		(2,741	)		(224,848	)		(15,068	)
Net income before income taxes			993,120			157,153			1,286,732			480,427
Income tax benefit(Expense)			(86,823	)		454,000			672,176			454,000
Net income		$	906,297		$	611,153		$	1,958,908		$	934,427
Earnings per common share — Basic		$	0.16		$	0.11		$	0.35		$	0.17
Earnings per common share — Diluted		$	0.15		$	0.11		$	0.34		$	0.16
Weighted Average Shares:
Basic			5,539,802			5,488,228			5,534,051			5,466,123
Weighted Average Shares:
Diluted			5,927,105			5,698,173			5,832,996			5,714,615