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): November 6, 2008

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)	(IRS Employer Identification No.)

One Rochester Medical Drive, Stewartville, MN	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))

Item 2.02. Results of Operations and Financial.

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, 2008, as presented in a press release dated November 6, 2008.

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 November 6, 2008, 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: November 6, 2008

ROCHESTER MEDICAL CORPORATION

By: /s/ David A. Jonas                                    
David A. Jonas
Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 6, 2008 of Rochester Medical Corporation

EX-99.1

Exhibit 99.1
RELEASE
3:00 P.M., C.S.T.
November 6, 2008

Rochester Medical Reports Record Fourth Quarter Sales and Record Annual Sales

Stewartville, MN November 6, 2008

Rochester Medical Corporation (NASDAQ: ROCM) today announced operating results for its fourth quarter and year ended September 30, 2008.

The Company reported record sales of $9,512,000 for the current quarter compared to $8,437,000 for the fourth quarter of last year. The Company also reported quarterly net income of $342,000 or $.03 per diluted share compared to $733,000 or $.06 per diluted share for the fourth quarter of last year. The approximate 13% increase in sales (16% on a constant currency basis) resulted from an 18% increase in Rochester Medical Branded Sales (23% on a constant currency basis), and a 4% increase in Private Label Sales (4% on a constant currency basis). Constant currency basis assumes current exchange rates for all periods in order to exclude the impact of foreign exchange variations.

Net income adjusted for certain non-recurring unusual items and certain recurring non-cash expenses, or “Non-GAAP Net Income” for the current quarter is $789,000 or $.06 per diluted share compared to Non-GAAP Net Income of $1,211,000 or $.10 per diluted share for the fourth quarter of last year. The decrease for the current quarter is primarily attributable to increased strategic investment in Sales and Marketing Programs.

For the fiscal year ended September 30, 2008, the Company reported record sales of $35,192,000 compared to sales of $32,663,000 for the previous year. It reported net income for the year of $759,000 or $.06 per diluted share compared to a net income of $34,050,000 or $2.77 per diluted share for the previous year. The approximate 8% annual increase in sales (8% on a constant currency basis) resulted from a 24% annual increase in Rochester Medical Branded sales (24% increase on a constant currency basis) offset by a 16% decrease in Private Label Sales (16% decrease on a constant currency basis).

Non-GAAP Net Income for the current year is $2,776,000 or $.22 per diluted share compared to Non-GAAP net income of $4,966,000 or $.40 per diluted share for the previous year. The decrease for the current year is primarily attributable to the increased strategic investment in Sales and Marketing Programs.

Due to significant swings in the currency exchange rates, the Company is now also showing sales levels on a constant currency basis. In the fourth quarter the dollar strengthened significantly versus the pound sterling, thus affecting Branded sales growth levels in actual dollars.

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Commenting on today’s announcement, Rochester Medical’s CEO and President Anthony J. Conway said, “We had an excellent quarter and excellent year, and we look forward to building on that success in the United States, the United Kingdom, and other global markets. Our planned investments in Sales and Marketing are showing strong results. We are very pleased with the increasing interest in our Infection Control Catheters and with the solid growth in our Intermittent Catheter Sales. As we have previously stated, we look forward to exciting new product introductions this year which will further boost our reputation as a leader in the industry and also help boost our sales. We expect 2009 to be a good year for Rochester Medical.”

Rochester Medical has provided Non-GAAP Net Income in addition to earnings calculated in accordance with generally accepted accounting principles (GAAP) because management believes Non-GAAP Net Income 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. Non-GAAP Net Income is not a measure 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 is not comparable to information provided by other companies. Non-GAAP Net Income has limitations as an analytical tool and should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP.

Reconciliations of Net Income and Non-GAAP Net Income are presented at the end of this press release.

This press release 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 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, 2007.

The Company will hold a quarterly conference call this afternoon to discuss its earnings report. The call will begin at 4:00 p.m. Central Daylight 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: 888.713.4214, password 27129424
International: 617.213.4866, password 27129424

Pre Registration:
https://www.theconferencingservice.com/prereg/key.process?key=PKQEEFANR

Replay will be available for seven days at www.rocm.com or via telephone at:
Domestic: 888-286-8010, password 85160784
International: 617-801-6888, password 85160784

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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).

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.

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ROCHESTER MEDICAL CORPORATION
Reconciliation of Reported GAAP Net Income to Non-GAAP Net Income
For the Three and Twelve months ended
September 30, 2008

	(unaudited)				(unaudited)
	Three months ended				Tweleve months ended
	September 30,				September 30,
	2008		2007		2008		2007
GAAP Net Income as Reported	$	342,000	$	733,000	$	759,000	$	34,050,000
Diluted EPS as Reported	$	0.03	$	0.06	$	0.06	$	2.77
Adjustments for non-recurring unusual items:
Settlement income after taxes (1)		—		—		—		(31,305,000	)
Deferred revenue (2)		—		—		—		(564,000	)
Subtotal		—		—		—		(31,869,000	)
Adjustments for recurring non-cash expenses:
Intangible Amortization (3)		164,000		167,000		653,000		668,000
FAS 123R Compensation Expense (4)		283,000		311,000		1,364,000		2,117,000
Subtotal		447,000		478,000		2,017,000		2,785,000
Non-GAAP Net Income	$	789,000	$	1,211,000	$	2,776,000	$	4,966,000
Non-GAAP Diluted EPS	$	0.06	$	0.10	$	0.22	$	0.40
Weighted Average Shares — Diluted		12,587,427		12,582,793		12,577,337		12,272,172

(1)	Settlement income received November 20, 2006 from Premier, Inc. of $5,155,000 and December 14, 2006 from CR Bard, Inc. of $33,450,000 after taxes of $7,300,000. This adjustment reduces net income for amounts received net of taxes paid in connection with one-time settlement of certain litigation. These amounts were recorded in Other Income in the Statement of Operations for the fiscal year ended September 30, 2007.
(2)	Deferred revenue from a $1,000,000 fee paid by Coloplast A/S in June 2002 for marketing rights to our antibacterial Release NF foley catheter. These rights with Coloplast A/S were cancelled by mutual agreement in March 2007, thus accelerating the recognition of the remaining amount as all conditions for revenue recognition have now been met. Also includes a $200,000 fee paid by Hollister for marketing rights to our hydorphilic intermittent catheter in September 2003. The fee paid by Hollister was fully recognized in December 2006. This adjustment reduces net income related to the realization of certain one-time revenue from marketing rights. The amounts were recorded in net sales in the Statement of Operations.
(3)	Amortization of the intangibles acquired in June 2006 asset acquisition from Coloplast AS and Mentor Corporation. Management believes these assets are appreciating. This adjustment adds back amortization expense for the three and twelve months ended September 30, 2008 and 2007 related to certain intangibles.
(4)	Compensation expense mandated by SFAS 123R. This adjustment adds back the compensation expense recorded when stock options are granted to employees and directors for the three and twelve months ended September 30, 2008 and 2007.

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Rochester Medical Corporation

Press Release — F08 Fourth Quarter

Condensed Balance Sheets

	(unaudited)
	September 30,		September 30,
	2008		2007
Assets
Current Assets
Cash and equivalents	$	8,508,000	$	6,671,356
Marketable securities		28,493,648		30,465,244
Accounts receivable		6,009,023		5,527,518
Inventories		8,745,873		7,698,889
Prepaid expenses and other assets		1,110,291		6,480
Deferred income tax asset		1,143,931		876,032
Total current assets		54,010,766		51,245,519
Property and equipment, net		9,883,329		9,679,035
Deferred income tax asset		831,299		571,721
Patents, net		227,358		257,353
Intangible assets, net		6,860,213		7,821,562
Goodwill		5,169,661		5,920,255
Total Assets	$	76,982,626	$	75,495,445
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,127,470	$	1,091,874
Accrued expenses		1,152,118		1,978,937
Short-term debt		1,958,828		1,849,463
Total current liabilities		5,238,416		4,920,274
Long-term liabilities
Other long-term liabilities		239,496		—
Long-term debt		3,806,185		6,066,246
Total long term liabilities		4,045,681		6,066,246
Stockholders’ equity		67,698,529		64,508,925
Total Liabilities and Stockholder Equity	$	76,982,626	$	75,495,445

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Rochester Medical Corporation
Press Release — F08 Fourth Quarter

Summary Statements Of Operations

	(unaudited)						(unaudited)
	Three months ended						Tweleve months ended
	Sept 30,						Sept 30,
	2008			2007			2008			2007
Sales	$	9,512,191		$	8,437,378		$	35,191,949		$	32,663,087
Cost of sales		4,889,789			4,044,975			18,483,985			15,619,178
Gross profit		4,622,402			4,392,403			16,707,964			17,043,909
Gross profit %		49	%		52	%		47	%		52	%
Costs and expense:
Marketing and selling		2,544,014			1,926,222			9,498,596			6,490,497
Research and development		308,913			232,725			1,044,205			943,225
General and administrative		1,447,707			1,540,034			6,658,002			6,742,665
Total operating expenses		4,300,634			3,698,981			17,200,803			14,176,387
Income (loss) from operations		321,768			693,422			(492,839	)		2,867,522
Other income (expense)
Interest income		197,997			380,656			1,239,689			1,288,603
Interest expense		(82,674	)		(110,848	)		(477,560	)		(513,296	)
Other income (expense)		(88,642	)		250,000			(88,642	)		38,855,000
Net income (loss) before income taxes	$	348,449		$	1,213,230		$	180,648		$	42,497,829
Income tax expense(benefit)		6,291			479,747			(578,455	)		8,447,649
Net income		342,158			733,483			759,103			34,050,180
Earnings per common share — Basic	$	0.03		$	0.06		$	0.06		$	2.97
Earnings per common share — Diluted	$	0.03		$	0.06		$	0.06		$	2.77
Weighted Average Shares:		11,878,956			11,680,364			11,815,904			11,449,646
Basic
Weighted Average Shares:
Diluted		12,587,427			12,582,793			12,577,337			12,272,172

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