News Release

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February 10, 2005 at 7:03 AM EST

CONMED Reports Record Fourth Quarter Results

                         - 4Q Sales Exceed Guidance -

           - Organic Sales Increase 7.1% from 2003 Fourth Quarter -

                        - Non-GAAP EPS Equals $0.49 -

UTICA, N.Y., Feb. 10 /PRNewswire-FirstCall/ -- CONMED Corporation (Nasdaq: CNMD) announced today its financial results for the fourth quarter and full year ended December 31, 2004.

Mr. Joseph J. Corasanti, President and Chief Operating Officer, commented, "CONMED achieved the highest quarterly revenue in our Company's history. This resulted from a combination of strong organic growth and the fine performance of our newest acquired product line, Endoscopic Technologies. Our growth continues to be fueled by the success of new products, such as our enhanced definition video camera system in Arthroscopy and the continued performance of our focused sales forces for Arthroscopy, Electrosurgery and Patient Care. We look forward to unveiling our new orthopaedic products for 2005 at the American Academy of Orthopaedic Surgeons later this month."

Total sales for the fourth quarter increased 20.5% to $161.2 million ($159.0 million at constant exchange rates) compared to $133.8 million in the fourth quarter of 2003. The previously announced acquisition of the Endoscopic Technologies business on September 30, 2004 added $15.7 million to sales for the fourth quarter of 2004. Excluding acquisition, financing and other charges (please see attached reconciliation for full explanation), non-GAAP net income for the fourth quarter grew to $14.7 million, or $0.49 per diluted share, compared to $13.5 million (non-GAAP), or $0.46 per diluted share, in last year's fourth quarter. GAAP net income, including acquisition and transition charges, for the three months ended December 2004 was $7.4 million, or $0.25 per diluted share, compared to $12.9 million or $0.44 per diluted share in the fourth quarter of 2003.


    Following is a summary of fourth quarter sales by product line in millions
of dollars:

                                           Three Months
                                          Ended December,          Percent
                                       2003            2004        Increase
    Orthopaedic Surgery
      Arthroscopy                     $49.1           $54.7         11.4%
      Powered Surgical Instruments     32.0            33.5          4.7%
      Integrated Systems                1.7             0.1            --
                                       82.8            88.3          6.6%

    General Surgery, Endoscopic
     Technologies and Patient Care
      Electrosurgery                   21.0            23.9         13.8%
      Patient Care                     17.9            20.8         16.2%
      Endosurgery                      12.1            12.5          3.3%
      Endoscopic Technologies            --            15.7            --
                                       51.0            72.9         42.9%

        Total                       $ 133.8          $161.2         20.5%

Arthroscopy product growth of 11.4% was led by a 25% increase in sales of minimally-invasive surgery camera systems. The enhanced definition camera, introduced early in 2004, has superior resolution capabilities, enabling it to compete effectively for not only arthroscopy applications, but also general surgical applications. Powered Surgical Instruments had continued strong growth of the large bone products with a 10% increase while the small bone and specialty products were flat compared to the prior year's fourth quarter, as expected. The Integrated Systems line had a number of installation projects pushed-out to future periods based on customer requests and therefore had little revenue in the fourth quarter of 2004.

Electrosurgery and Patient Care had very good growth rates due to improved sales of single use products. The pulse oximetry line introduced in 2004 continued to progress in the fourth quarter, achieving sales of approximately $0.9 million for the three months. The Endoscopic Technologies business exceeded the Company's sales goals for the quarter by generating over $15 million for the first full quarter of its affiliation with CONMED.

Mr. Corasanti continued, "The cash flow of CONMED continues to be exceptionally strong. Cash provided from operations was $24.0 million in the fourth quarter of 2004 and $81.9 million for the full year 2004. Considering our 30 million diluted common shares outstanding, this is equivalent to $0.80 per share for the quarter and $2.72 per share for the year. These operating cash flows demonstrate the strength of the Company and its cash generating ability."

Full-Year Results

For the year ended December 31, 2004, the Company's revenues increased 12.3% to $558.4 million ($548.7 in constant currency) compared to $497.1 million for 2003. Non-GAAP net income grew to $50.5 million, a 14.5% increase from the $44.1 million non-GAAP net income for 2003 excluding charges (please see attached reconciliation for full explanation). Non-GAAP diluted earnings per share increased 11.3% to $1.68 in 2004 compared to $1.51 per share in 2003 on a 2.9% increase in diluted shares outstanding. GAAP net income for 2004 was $33.5 million equivalent to diluted earnings per share of $1.11, compared to $32.1 million of net income in 2003 with diluted earnings per share of $1.10.


    Following is a summary of yearly sales by product line in millions of
dollars:

                                             Year
                                        Ended December,            Percent
                                         2003     2004            Increase
    Orthopaedic Surgery
      Arthroscopy                      $177.4     $203.3            14.6%
      Powered Surgical Instruments      122.0      128.6             5.4%
      Integrated Systems                  4.6        1.6               --
                                        304.0      333.5             9.7%

    General Surgery, Endoscopic
     Technologies and Patient Care
      Electrosurgery                     77.3       85.9            11.1%
      Patient Care                       70.1       75.9             8.3%
      Endosurgery                        45.7       47.4             3.7%
      Endoscopic Technologies              --       15.7               --
                                        193.1      224.9            16.5%

        Total                          $497.1     $558.4            12.3%

    Outlook

Joseph Corasanti added, "We are reaffirming the guidance we provided in October 2004, for total 2005 sales growth of 15% above 2004 levels. Of this total sales increase, 7% is expected to come from internal growth of our product lines and 8% is anticipated from the effect of the Endoscopic Technologies acquisition for the first nine months of 2005 until its revenues annualize in the fourth quarter of 2005. In addition, we continue to expect that the Company's operating cash flow for 2005 will approximate $75 - $80 million. Our diluted earnings per share guidance for 2005, however, was provided prior to the FASB issuing FAS 123R regarding equity based compensation and expensing the calculated fair value of incentive stock options. Consequently, we presently expect that our quarterly earnings per share commencing in the third quarter of 2005, when we will be required to implement the new standard, will be impacted by $.04 per quarter because of the non-cash stock option charge. Therefore, we now expect that our diluted earnings per share for the entire year of 2005 will be reduced by approximately $0.08 for the two quarters the new standard will be applicable causing the entire year's EPS to approximate $1.86 - $1.90."

"For the first quarter of 2005, we expect sales to range between $156 - $160 million and diluted earnings per share to be between $0.46 - $0.48 excluding acquisition and transition expenses associated with the Endoscopic Technologies product line acquisition, and excluding the costs associated with a product line termination discussed further in this press release," noted Mr. Corasanti.

Acquisition, Financing and Other Charges

Acquisition - The Company purchased the Endoscopic Technologies product line from C.R. Bard, Inc. on September 30, 2004 for a purchase price of $80.0 million subject to adjustment for a final accounting of assets and liabilities acquired. Therefore, in the third quarter 2004 financial statements, in accordance with FASB 141, the Company recorded an estimate of the value of assets and liabilities acquired, including a charge to expense of $13.7 million as an estimate of the value of purchased in-process research and development. In the fourth quarter of 2004, the Company finalized the allocation of the purchase price, with the assistance of an independent third party valuation consultant, and recorded an additional $2.7 million charge for the value of in-process research and development for a total of $16.4 million.

As required by FASB 141, the Company has recorded the fair value of inventory acquired in the purchase transaction. Since the fair value of the inventory exceeds the manufacturing cost, as the initial inventory is sold, cost of sales is higher than what would normally have been the case. Approximately 80% of the initial inventory was sold in the fourth quarter of 2004. Consequently, 80% of the step-up in inventory value amounting to $2.3 million has been expensed as cost of sales. Further, during a transition period, CONMED is purchasing the Endoscopic Technologies finished goods from C.R. Bard at costs greater than what the Company expects its manufacturing costs to be once manufacturing is transitioned to CONMED facilities. The Company expects the transition to extend through the third quarter of 2005. This difference in cost for fourth quarter 2004 sales is estimated to be $2.1 million and has been recorded in cost of sales.

Other non-recurring costs in the fourth quarter of 2004 associated with the Endoscopic Technologies acquisition including severance and other integration expenses amounted to $0.7 million.

Early extinguishment of debt - The Company issued $150 million of 2.5% convertible bonds in November 2004 and used $115.5 million of the proceeds to prepay a portion of its term loan senior debt. The remaining proceeds were used to purchase 1.1 million shares of CONMED stock and for transactional expenses. Deferred financing fees of $0.8 million associated with the early payment of the term loan were written off to expense in the fourth quarter of 2004.

Cost associated with termination of a product - CONMED has offered integrated operating room design and installation for two years following the acquisition of the line in November 2002. One of the components of the system had been a proprietary brand of surgical lights distributed for a third-party supplier. In the fourth quarter of 2004, the Company concluded that it was a better use of resources to focus research and development efforts on integrated systems developments. In addition, limiting customers' options for surgical lights to the Company's proprietary offering was interfering with our ability to market and sell our integrated systems to customers who preferred other brands of surgical lights. There are several other brands of surgical lights, each with specialized features and benefits that, in some cases, were perceived by customers as better suited to particular uses or surgeon preferences than the lights offered by the Company. In order to provide a broader range of choices to customers who preferred the Company's integration solution, the Company has terminated selling its own brand of surgical lights and expects to coordinate the installation of the surgical light choice of the customer when providing CONMED's integration systems.

CONMED will no longer service the installed base of lights purchased from the Company. In order to maintain customer relationships, and in fairness to customers who purchased lights from CONMED expecting that CONMED would maintain its high level of service, the Company has initiated a program to replace all of its surgical lights currently in use. The cost of the program is estimated to be approximately $4.0 million including purchase and installation of other manufacturers' lights as well as write-off of existing inventory. The Company has expensed $2.4 million of this amount in the fourth quarter of 2004, and expects additional charges totaling $1.6 million over the first half of 2005 as the replacement program is completed.

Charges and unusual items related to 2003 - In 2003 the Company recorded a number of unusual charges and credits as noted on the attached reconciliation of GAAP to non-GAAP financial information. For a complete description of these items, please refer to the Company's 2003 financial statements.

Today's Conference Call

CONMED will broadcast its fourth quarter 2004 conference call live over the Internet today at 10:00 a.m. Eastern Time. This broadcast can be accessed from CONMED's web site at http://www.conmed.com. Replays of the call will be made available through February 17, 2005.

CONMED Profile

CONMED is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures and monitoring. The Company's products serve the clinical areas of arthroscopy, powered surgical instruments, electrosurgery, cardiac monitoring disposables, endosurgery and endoscopic technologies. They are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery, and gastroenterology. Headquartered in Utica, New York, the Company's 2,800 employees distribute its products worldwide from eleven manufacturing locations.

Forward Looking Information

This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company's performance on a going-forward basis. The forward-looking statements in this press release involve risks and uncertainties which could cause actual results, performance or trends, including the above mentioned anticipated revenues and earnings, to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above, to prove to be correct; (ii) the risks relating to forward-looking statements discussed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003; (iii) cyclical purchasing patterns from customers, end-users and dealers; (iv) timely release of new products, and acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; (vi) the possibility that any acquisition (and its integration) or other transaction may require the Company to reconsider its financial assumptions and goals/targets; and/or (vii) the Company's ability to devise and execute strategies to respond to market conditions.


                              CONMED CORPORATION
                      CONSOLIDATED STATEMENTS OF INCOME
                   (in thousands except per share amounts)
                                 (unaudited)

                                      Three months ended   Twelve months ended
                                         December 31,          December 31,
                                       2003       2004      2003        2004

    Net sales                        $133,809   $161,223   $497,130   $558,388

    Cost of sales                      63,616     76,462    236,180    267,067
    Cost of sales,
     nonrecurring-Note A                  514      4,429      1,253      4,429

    Gross profit                       69,679     80,332    259,697    286,892

    Selling and administrative         42,359     54,262    157,453    183,183
    Research and development            4,738      5,924     17,306     20,205
    Write-off of purchased in-process
     research and development assets -
     Note B                                --      2,700      7,900     16,400
    Other (income) expense - Note C, D    278      3,076     (2,917)     3,943

                                       47,375     65,962    179,742    223,731

    Income from operations             22,304     14,370     79,955     63,161

    Loss on early extinguishment
     of debt - Note E                      --        825      8,078        825

    Interest expense - Note F           3,640      3,721     18,868     12,774

    Income before income taxes         18,664      9,824     53,009     49,562

    Provision for income taxes          5,719      2,389     20,927     16,097

    Net income                       $ 12,945     $7,435   $ 32,082   $ 33,465

    Per share data:

    Net Income
      Basic                              $.45       $.25      $1.11      $1.13
      Diluted                             .44        .25       1.10       1.11

    Weighted average common shares
      Basic                            28,991     29,234     28,930     29,523
      Diluted                          29,500     29,900     29,256     30,105

Note A - Included in cost of sales in the three and twelve months ended December 31, 2003 are $.5 million and $1.3 million in acquisition-related costs, respectively. Included in cost of sales in the three and twelve months ended December 31, 2004 are $4.4 million of acquisition related costs.

Note B - During the twelve months ended December 31, 2003, we recorded a charge of $7.9 million to write-off purchased in-process research and development assets acquired as a result of an acquisition. No benefit for income taxes was recorded on the write-off as these costs are not deductible for income tax purposes. In the twelve months ended December 31, 2004, we wrote off the tax-deductible purchased in-process research and development assets related to the Bard Endoscopic Technologies acquisition amounting to $16.4 million.

Note C - Included in other expense in the three months ended December 31, 2003 are $.3 million in acquisition-related costs. Included in other expense in the three months ended December 31, 2004 are $.7 million in acquisition related costs and $2.4 million of expense related to terminating a product offering.

Note D - Included in other expense in the twelve months ended December 31, 2003 are a $9.0 million gain on the settlement of a contractual dispute; $2.8 million in pension settlement costs; and $3.3 million in acquisition- related costs. Included in other expense in the twelve months ended December 31, 2004 are $1.5 million in acquisition related costs and $2.4 million of expense related to terminating a product offering.

Note E - In the twelve months ended December 31, 2003, we recorded $8.1 million in losses on the early extinguishment of debt. In the three months and twelve months ended December 31, 2004, we recorded $.8 million in losses on early extinguishment of debt.

Note F - Interest expense for the twelve months ended December 31, 2004 includes $.3 million of financing costs related to the Bard Endoscopic Technologies acquisition.


                              CONMED CORPORATION
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                                (in thousands)
                                 (unaudited)

                                    ASSETS

                                                           December 31,
                                                       2003           2004

    Current assets:
     Cash and cash equivalents                       $5,986         $4,189
     Accounts receivable, net                        60,449         74,593
     Inventories                                    120,945        127,935
     Other current assets                            13,726         13,301
      Total current assets                          201,106        220,018
    Property, plant and equipment, net.              97,383        101,465
    Goodwill and other assets, net                  506,569        554,143
      Total assets                                 $805,058       $875,626

                 LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:
     Current portion of long-term debt               $4,143         $4,037
     Other current liabilities                       50,712         58,958
      Total current liabilities                      54,855         62,995
    Long-term debt                                  260,448        290,485
    Other long-term liabilities                      56,265         67,605
      Total liabilities                             371,568        421,085

    Shareholders' equity:
     Capital accounts                               236,948        222,547
     Retained earnings                              194,473        227,938
     Accumulated other comprehensive income           2,069          4,056
      Total shareholders' equity                    433,490        454,541

      Total liabilities and shareholders' equity  $ 805,058       $875,626


                              CONMED CORPORATION
                      CONDENSED STATEMENT OF CASH FLOWS
                                (in thousands)
                                 (unaudited)

                                                       Twelve months ended
                                                           December 31,
                                                       2003           2004
    Cash flows from operating activities:
    Net income                                      $32,082        $33,465
    Adjustments to reconcile net income to
     net cash provided by operating activities:
      Depreciation and amortization                  24,854         26,868
      Deferred income taxes                          13,715         13,023
      Contributions to pension plans in excess of
       net pension cost                             (11,082)            --
      Write-off of purchased in-process research
       and development asset                          7,900         16,400
      Write-off of deferred financing costs           2,181            825
      Other, net                                    (11,640)        (8,651)
    Net cash provided by operating activities        58,010         81,930

    Cash flow from investing activities:
      Payments related to business acquisitions,
       net of cash acquired                         (55,079)       (81,645)
      Purchases of property, plant, and equipment,
       net                                           (9,309)       (12,419)
      Other investing activities                     (4,085)            --
    Net cash used in investing activities           (68,473)       (94,064)

    Cash flow from financing activities:
      Redemption of 9% Senior Subordinated Notes   (130,000)            --
      Payments on debt                              (22,796)      (120,069)
      Proceeds of debt                              160,000        150,000
      Net proceeds from common stock issued under
       employee plans                                 3,200         14,319
      Repurchase of common stock                         --        (29,989)
      Other, net                                     (1,950)        (5,848)
    Net cash provided by financing activities         8,454          8,413

    Effect of exchange rate change on cash and cash
     equivalents                                      2,369          1,924

    Net increase (decrease) in cash and cash
     equivalents                                        360         (1,797)

    Cash and cash equivalents at beginning of period  5,626          5,986

    Cash and cash equivalents at end of period       $5,986         $4,189


                              CONMED CORPORATION
             RECONCILIATION OF REPORTED NET INCOME TO NET INCOME
                          BEFORE NONRECURRING ITEMS
                   (In thousands except per share amounts)
                                 (unaudited)

                                                        Three months ended
                                                           December 31,
                                                       2003           2004

    Reported net income                            $ 12,945        $ 7,435

    Acquisition-related costs included
     in cost of sales                                   514          4,429

    Write-off of purchased in-process research and
     development assets                                  --          2,700

    Termination of product offering                      --          2,396

    Other acquisition-related costs                     278            680

    Total other expense                                 278          3,076

    Loss on early extinguishment of debt                 --            825

    Nonrecurring expense before income taxes            792         11,030

    Provision (benefit) for income taxes on
     nonrecurring expense                              (285)        (3,805)

    Net income before nonrecurring items           $ 13,452        $14,660


    Per share data:

    Reported net income
      Basic                                            $.45           $.25
      Diluted                                           .44            .25

    Net income before nonrecurring items
      Basic                                            $.46           $.50
      Diluted                                           .46            .49

Management has provided the above reconciliation of net income before nonrecurring items as an additional measure that investors can use to compare operating performance between reporting periods. Management believes this reconciliation provides a useful presentation of operating performance.


                              CONMED CORPORATION
             RECONCILIATION OF REPORTED NET INCOME TO NET INCOME
                          BEFORE NONRECURRING ITEMS
                   (In thousands except per share amounts)
                                 (unaudited)

                                                       Twelve months ended
                                                          December, 31,
                                                       2003           2004

    Reported net income                            $ 32,082       $ 33,465

    Acquisition-related costs included
     in cost of sales                                 1,253          4,429

    Write-off of purchased in-process research and
     development assets                               7,900         16,400

    Gain on settlement of a contractual dispute,
     net of legal costs                              (9,000)            --

    Pension settlement costs                          2,839             --

    Termination of product offering                      --          2,396

    Other acquisition-related costs                   3,244          1,547

    Total other (income) expense                     (2,917)         3,943

    Acquisition-related interest expense                 --            360

    Loss on early extinguishment of debt              8,078            825

    Nonrecurring expense before income taxes         14,314         25,957

    Provision (benefit) for income taxes on
     nonrecurring expense                            (2,309)        (8,955)

    Net income before nonrecurring items.          $ 44,087       $ 50,467

    Per share data:

    Reported net income
      Basic                                           $1.11          $1.13
      Diluted                                          1.10           1.11

    Net income before nonrecurring items
      Basic                                           $1.52          $1.71
      Diluted                                          1.51           1.68

Management has provided the above reconciliation of net income before nonrecurring items as an additional measure that investors can use to compare operating performance between reporting periods. Management believes this reconciliation provides a useful presentation of operating performance.

SOURCE  CONMED Corporation
    -0-                             02/10/2005
    /CONTACT:  Robert Shallish, Chief Financial Officer of CONMED Corporation,
+1-315-624-3206; Investors: Julie Huang, or Lanie Fladell, Media: Sean Leous,
all of Financial Dynamics, +1-212-850-5600, for CONMED Corporation /
    /Web site:  http://www.conmed.com /
    (CNMD)

CO:  CONMED Corporation
ST:  New York
IN:  HEA MTC BIO
SU:  ERN ERP CCA

AA
-- NYTH040 --
0474 02/10/2005 07:00 EST http://www.prnewswire.com