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): February 2, 2009

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 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 December 31, 2008, as presented in a press release dated February 2, 2009.

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 February 2, 2009, 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: February 2, 2009

ROCHESTER MEDICAL CORPORATION
By:	/s/ David A. Jonas
	David A. Jonas
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release dated February 2, 2009 of Rochester Medical Corporation

EX-99.1

Exhibit 99.1

Release for 3:00 P.M., C.S.T.
February 2, 2009

Rochester Medical Reports First Quarter Results

Stewartville, MN February 2, 2009

Rochester Medical Corporation (NASDAQ: ROCM) today announced operating results for its first quarter ended December 31, 2008.

The Company reported sales of $8,436,000 for the current quarter compared to $8,223,000 for the first quarter of last year. It also reported net income of $54,000 or $.00 per diluted share compared to net income of $272,000 or $.02 per diluted share for the first quarter of last year.

The approximate 3% increase in sales (13% on a constant currency basis) resulted from a 4% decrease in Rochester Medical Branded Sales (11% increase on a constant currency basis), and an 18% increase in Private Label Sales (18% 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. In the first quarter of fiscal 2009, the dollar continued to strengthen significantly versus the pound sterling, thus negatively affecting branded sales growth levels in actual U.S. dollars given the significant volume of our branded product sales in the United Kingdom.

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 $482,000 or $.04 per diluted share compared to Non-GAAP Net Income of $686,000 or $.05 per diluted share for the first quarter of last year. The decrease for the current quarter is primarily attributable to increased sales and marketing costs.

Commenting on today’s announcement Rochester Medical CEO and President Anthony J. Conway said, “The 13% percent overall sales growth (constant currency) is good considering that our U.S. branded sales were essentially flat due to a 15% decrease in Male External Catheter unit sales (normally our largest selling product line) instead of the usual expected growth. The decrease was due to the timing of orders from one of our largest distribution partners. We are confident this was simply a timing aberration, and we expect those orders to return to normal allowing for resumption of solid U.S. branded growth in the second quarter. International branded sales increased 16% on a constant currency basis led by continued strong branded growth in the United Kingdom.”

Conway continued, “We are very pleased with the increasing number of scheduled evaluations with institutions of various sizes including with major, well known hospitals. We expect to introduce our improved Silicone Foley Catheter line in April, and we believe that will heighten the already significant interest in our acute care offering. We are now selling the new line of MAGIC^3TM Intermittent Catheters and the initial response to the new technology is positive both here and abroad. I am confident we will see good sales growth going forward and believe that, excluding variations in currency exchange rates, Rochester Medical will have a solid year.”

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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, 2008.

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 Standard 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: 888.680.0878, password 51116905
International: 617.213.4855, password 51116905
Pre Registration:
https://www.theconferencingservice.com/prereg/key.process?key=PJPA8VBMG

Replay will be available for seven days at www.rocm.com or via telephone at:
Domestic: 888-286-8010, password 44623326
International: 617-801-6888, password 44623326

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).

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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 months ended
December 31, 2008

	(unaudited)
	Three months ended
	December 31,
	2008		2007
GAAP Net Income as Reported	$	54,000	$	272,000
Diluted EPS as Reported	$	0.00	$	0.02
Adjustments for recurring non-cash expenses:
Intangible Amortization (1)		163,000		163,000
FAS 123R Compensation Expense (2)		265,000		251,000
Subtotal		428,000		414,000
Non-GAAP Net Income	$	482,000	$	686,000
Non-GAAP Diluted EPS	$	0.04	$	0.05
Weighted Average Shares — Diluted		12,697,645		12,587,229

(1)	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 months ended December 31, 2008 and 2007 related to certain intangibles.
(2)	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 months ended December 31, 2008 and 2007.

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Rochester Medical Corporation
Press Release — F09 First Quarter

Condensed Balance Sheets

	(unaudited)
	December 31,		September 30,
	2008		2008
Assets
Current Assets
Cash and equivalents	$	10,247,030	$	8,508,000
Marketable securities		25,486,714		28,493,648
Accounts receivable		4,663,966		6,009,023
Inventories		8,504,445		8,745,873
Prepaid expenses and other assets		1,083,509		1,110,291
Deferred income tax asset		1,712,785		1,143,931
Total current assets		51,698,449		54,010,766
Property and equipment, net		9,827,631		9,883,329
Deferred income tax asset		864,982		831,299
Patents, net		232,313		227,358
Intangible assets, net		6,337,719		6,860,213
Goodwill		4,244,848		5,169,661
Total Assets	$	73,205,942	$	76,982,626
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,476,055	$	2,127,470
Accrued expenses		1,015,779		1,170,654
Short-term debt		1,953,004		1,940,292
Total current liabilities		4,444,838		5,238,416
Long-term liabilities
Other long term liabilities		239,496		239,496
Long-term debt		3,531,684		3,806,185
Total long term liabilities		3,771,180		4,045,681
Stockholders’ equity		64,989,924		67,698,529
Total Liabilities and Stockholder Equity	$	73,205,942	$	76,982,626

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Rochester Medical Corporation
Press Release — F09 First Quarter

Summary Statements Of Operations

	(unaudited)
	Three months ended
	December 31,
	2008			2007
Sales	$	8,436,084		$	8,223,288
Cost of sales		4,511,171			4,082,485
Gross profit		3,924,913			4,140,803
Gross profit %		47	%		50	%
Costs and expense:
Marketing and selling		2,566,262			2,224,365
Research and development		317,660			228,943
General and administrative		1,365,757			1,615,118
Total operating expenses		4,249,679			4,068,426
Income (loss) from operations		(324,766	)		72,377
Other income (expense)
Interest income		167,272			453,340
Interest expense		(83,774	)		(149,489	)
Other income		200,442			—
Net income (loss) before income taxes		(40,826	)		376,228
Income tax expense (benefit)		(94,451	)		104,674
Net income	$	53,625		$	271,554
Earnings per common share — Basic	$	0.00		$	0.02
Earnings per common share — Diluted	$	0.00		$	0.02
Weighted Average Shares:
Basic		11,980,875			11,730,234
Weighted Average Shares:
Diluted		12,697,645			12,587,229

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