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 30, 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 March 31, 2009, as presented in a press release dated April 30, 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 April 30, 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: April 30, 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 April 30, 2009 of Rochester Medical Corporation

EX-99.1

Exhibit 99.1

Release for 3:00 P.M., C.D.T.
April 30, 2009

Rochester Medical Reports Second Quarter Results

Stewartville, MN April 30, 2009

Rochester Medical Corporation (NASDAQ: ROCM) reported sales of $8,445,000 for its second quarter ended March 31, 2009 compared to $9,215,000 for the second quarter of last fiscal year. It also reported net income of $361,000 or $.03 per diluted share for the current quarter compared to net loss of ($167,000) or ($.01) per diluted share for the second quarter of last year.

The approximate 8% decrease in sales (1% increase on a constant currency basis) resulted from a 4% decrease in Rochester Medical Branded Sales (13% increase on a constant currency basis) and a 16% decrease in private Label Sales (16% decrease 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 second quarter of 2009 the U.S. dollar was significantly stronger versus the pound sterling, thus negatively affecting Rochester Medical 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 was $207,000 or $.02 per diluted share compared to Non-GAAP Net Income of $353,000 or $.03 per diluted share for the second quarter of last fiscal year. The decrease for the current quarter on a Non-GAAP basis is primarily attributable to the decrease in interest income due to significantly lower interest rates paid on the Company’s cash and cash equivalents.

Commenting on the quarterly results and on other significant developments, Rochester Medical CEO and President Anthony J. Conway said, “Excluding exchange rate influences, sales of Rochester Medical Branded products worldwide showed solid double digit growth. On a constant currency basis, branded sales of our Rochester Medical Intermittent Catheters were up an encouraging 52% for the quarter compared to last year. The Intermittent Catheter figures were driven by very strong International sales resulting from an excellent reception to our new MAGIC³ technology. Worldwide Foley Catheter sales were up 37% for the quarter. This is prior to the release of our new improved Line of Foley Catheters for which we are now planning a U.S. introduction this summer. Intermittent and Foley catheters together represent over a billion dollar market in the U.S. and Europe alone, and we expect continued solid growth in these product lines as the benefits of our unique technologies become increasingly recognized.”

“On a related topic, the European Union has begun issuing health warnings for certain medical devices containing certain phthalate plasticizers. The French healthcare products safety agency, AFSSAPS, recently announced it is taking action ahead of the rest of the EU to reduce the use of devices containing these plasticizers. Rochester Medical’s catheters are plasticizer-free, whereas most competitive intermittent catheters contain these plasticizers.”

Conway continued, “Private Label Sales which currently make up approximately 35% of total sales have been fluctuating from quarter to quarter due to timing of orders and, though down in the second quarter, are expected to strengthen again in the third quarter. We continue to focus on our branded sales and, in line with this strategy, we have now further expanded our efforts by initiating direct sales efforts into Japan and adding new mainland European based representation. We are confident in our branded future and believe strongly in the excellent prospects for growth going forward.

“I am also pleased to report that last week we received encouraging news from the U.S. Department of Health and Human Services. The Centers for Medicare & Medicaid Services (CMS) announced they have reached a preliminary decision to grant a unique device reimbursement code covering the FemSoft Insert^®, Rochester Medical’s advanced technology for the management of Female Stress Incontinence.

“We believe this preliminary decision by CMS is very timely and is considerate of the significant issues and problems that millions of incontinent women deal with on a daily basis. The Femsoft Insert provides a discreet, gentle, easy to use solution that provides a greatly enhanced quality of life for its users. We believe that a final reimbursement decision will be issued by summer’s end, and we are putting plans in place to help ensure that women will be able to readily and efficiently gain access to this important life changing technology. A submission for reimbursement is also pending in the United Kingdom.”

The Company also announced that, during the quarter ended March 31, 2009, the Company repurchased 110,653 shares of its outstanding common stock at an average price of $9.56 per share pursuant to its previously announced share repurchase program. Repurchases took place on the open market in accordance with applicable SEC guidelines and regulations.

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. 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.

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Non-GAAP Net Income 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 and constant currency are not comparable to information provided by other companies. Non-GAAP Net Income 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 Income and Non-GAAP Net Income, and reconciliations of sales under GAAP and sales on a constant currency basis, are presented at the end of this press release.

This press release contains “forward-looking statements” that are based on currently available information, operating plans and management’s expectations about future events and trends. They inherently involve 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, 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 and subsequent 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.

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:	888.713.4217, password 15763623
International:	617.213.4869, password 15763623

Pre Registration:

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

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

Domestic:	888-286-8010, password 84889200
International:	617-801-6888, password 84889200

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 Revenue to Non-GAAP Revenue in Constant Currency
For the Three and Six months ended
March 31, 2009

	(unaudited)					(unaudited)
	Three months ended					Six months ended
	March 31,					March 31,
	2009		2008			2009		2008
GAAP Sales as Reported	$	8,445,029	$	9,215,238		$	16,881,114	$	17,438,526
Exchange rate as Reported		1.43		1.98			1.51		2.01
Constant Currency Sales	$	8,445,029	$	8,350,135		$	16,881,114	$	15,846,280
(1) Exchange rate used for Constant Currency Purposes		1.43		1.43			1.51		1.51
Net Effect of Constant Currency Illustration	$	—	$	(865,103	)	$	—	$	(1,592,246	)

(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.

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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, 2009 and 2008

	(unaudited)						(unaudited)
	Three months ended						Six months ended
	March 31,						March 31,
	2009			2008			2009			2008
GAAP Net Income as Reported	$	361,000		$	(167,000	)	$	415,000		$	105,000
Diluted EPS as Reported	$	0.03		$	(0.01	)	$	0.03		$	0.01
Adjustments for non-recurring unusual items:
Settlement income after taxes (1)		(637,000	)		—			(637,000	)		—
Subtotal		(637,000	)		—			(637,000	)		—
Adjustments for recurring non-cash expenses:
Intangible amortization (2)		129,000			129,000			258,000			258,000
FAS 123R compensation expense (3)		354,000			391,000			567,000			600,000
Subtotal		483,000			520,000			825,000			858,000
Non-GAAP Net Income	$	207,000		$	353,000		$	603,000		$	963,000
Non-GAAP Diluted EPS	$	0.02		$	0.03		$	0.05		$	0.08
Weighted Average Shares — Diluted		12,671,119			11,822,435			12,663,538			12,557,214

(1)	Settlement income received January 15, 2009 from Covidien Ltd. of $1,000,000, $637,000 after taxes of $363,000. 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, 2009.
(2)	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 sixth months ended March 31, 2009 and 2008 related to certain intangibles. The gross amount of amoritization is $163,000 per quarter after taxes of $34,000 for a net amount of $129,000.
(3)	Compensation expense mandated by SFAS 123R. This adjustment adds back the compensation expense recorded for stock options granted to employees and directors that vested during the three and sixth months ended March 31, 2009 and 2008. The gross amount of compensation expense for the three months ended March 31, 2009 and 2008 is $478,000 and $535,000 net of taxes of $124,000 and $144,000 for net amounts of $354,000 and $391,000 respectively. The gross amount of compensation expense for the six months ended March 31, 2009 and 2008 is $743,000 and $786,000 net of taxes of $176,000 and $186,000 for net amounts of $567,000 and $600,000 respectively.

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Rochester Medical Corporation
Press Release — F09 Second Quarter

Condensed Balance Sheets

	(unaudited)
	March 31,		September 30,
	2009		2008
Assets
Current Assets
Cash and equivalents	$	5,926,108	$	8,508,000
Marketable securities		29,008,718		28,493,648
Accounts receivable		5,383,294		6,009,023
Inventories		8,853,143		8,745,873
Prepaid expenses and other assets		690,669		1,110,291
Deferred income tax		1,621,725		1,143,931
Total current assets		51,483,657		54,010,766
Property and equipment, net		9,707,742		9,883,329
Deferred income tax		1,009,834		831,299
Patents, net		219,259		227,358
Intangible assets, net		6,145,474		6,860,213
Goodwill		4,152,483		5,169,661
Total Assets	$	72,718,449	$	76,982,626
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,428,062	$	2,127,470
Accrued expenses		1,234,671		1,170,654
Short-term debt		2,756,178		1,940,292
Total current liabilities		5,418,911		5,238,416
Long-term liabilities
Other long term liabilities		239,496		239,496
Long-term debt		2,040,751		3,806,185
Total long term liabilities		2,280,247		4,045,681
Stockholders’ equity		65,019,291		67,698,529
Total Liabilities and Stockholder’s Equity	$	72,718,449	$	76,982,626

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Rochester Medical Corporation
Press Release — F09 Second Quarter

Summary Statements Of Operations

	(unaudited)						(unaudited)
	Three months ended						Six months ended
	March 31,						March 31,
	2009			2008			2009			2008
Sales	$	8,445,029		$	9,215,238		$	16,881,114		$	17,438,526
Cost of sales		4,030,671			4,942,975			8,541,842			9,025,460
Gross profit		4,414,358			4,272,263			8,339,272			8,413,066
Gross profit %		52	%		46	%		49	%		48	%
Costs and expense:
Marketing and selling		2,448,122			2,380,306			5,014,384			4,604,671
Research and development		299,103			304,257			616,763			533,200
General and administrative		1,757,499			2,016,767			3,123,255			3,631,885
Total operating expenses		4,504,724			4,701,330			8,754,402			8,769,756
Loss from operations		(90,366	)		(429,067	)		(415,130	)		(356,690	)
Other income (expense)
Interest income		34,256			355,646			201,528			808,986
Interest expense		(80,354	)		(128,834	)		(164,128	)		(278,323	)
Other income		1,000,000			—			1,200,442			—
Net income (loss) before income taxes	$	863,536		$	(202,255	)	$	822,712		$	173,973
Income tax expense(benefit)		502,334			(35,397	)		407,883			69,277
Net income (loss)		361,202			(166,858	)		414,829			104,696
Earnings (loss) per common share — Basic	$	0.03		$	(0.01	)	$	0.03		$	0.01
Earnings (loss) per common share — Diluted	$	0.03		$	(0.01	)	$	0.03		$	0.01
Weighted Average Shares:
Basic		12,083,169			11,822,435			12,031,460			11,776,083
Weighted Average Shares:
Diluted		12,671,119			11,822,435			12,663,538			12,557,214

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