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): July 26, 2005

CONMED CORPORATION
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)
0-16093
(Commission
File Number)
16-0977505
(I.R.S. Employer
Identification No.)

525 French Road
Utica, New York 13502
(Address of principal executive offices, including zip code)

(315) 797-8375
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨       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))



Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition.

On July 26, 2005, CONMED Corporation issued a press release announcing financial results for the second quarter 2005. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K that is furnished under “Item 2.02. Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.

  (c)  Exhibits

  The following exhibit is included herewith:

Exhibit No. Description of Exhibit
 
99.1 Press Release dated July 26, 2005, issued by CONMED 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 thereunto duly authorized.

CONMED CORPORATION
               (Registrant)


By:  /s/ Robert D. Shallish, Jr.
        Vice President-Finance and
        Chief Financial Officer

Date:  July 26, 2005


EXHIBIT INDEX

Exhibit
Number


99.1
 
Exhibit Description

Press Release, dated July 26, 2005, issued by CONMED Corporation.






Exhibit 99.1


 
NEWS RELEASE
CONTACT:
CONMED Corporation
Robert Shallish
Chief Financial Officer
315-624-3206

Financial Dynamics
Investors: Julie Huang/Theresa Kelleher
Media: Sean Leous
212-850-5600


FOR RELEASE:  7:00 AM (Eastern)  July 26, 2005

CONMED REPORTS POSITIVE SECOND QUARTER RESULTS
– Sales Increase 21% –
– Diluted Earnings Per Share (non-GAAP) Increases 10% –
– Income From Operations (non-GAAP) Increases 12% –
– 12% Growth in Orthopaedic Sales –
– 10% Growth in Electrosurgery Sales –
– Conference Call Today at 10 a.m. EDT –

Utica, New York, July 26, 2005 - ----- CONMED Corporation (Nasdaq: CNMD) announced today its financial results for the second quarter of 2005.

Mr.     Joseph J. Corasanti, President and Chief Operating Officer, commented, “CONMED Corporation delivered another quarter of strong top line growth driven primarily by the terrific sales performance of our Arthroscopy and Electrosurgery products, and the September 2004 acquisition of our Endoscopic Technologies product line. Our organic sales increase of 8.0% in the quarter, which excludes the effects of foreign currency conversion and acquisition revenues, exceeds our internal forecasts and is the highest rate of organic growth in the recent past.”

Total sales for the second quarter increased 20.9% to $158.3 million ($156.4 million at constant exchange rates) compared to $130.9 million in the second quarter of 2004. The previously announced acquisition of the Endoscopic Technologies business on September 30, 2004 added $15.0 million to sales for the second quarter of 2005. Excluding acquisition and other charges (please see attached reconciliation for full explanation), non-GAAP net income for the second quarter grew 8.9% to $13.4 million compared to $12.3 million (GAAP) in the second quarter of 2004. Earnings per diluted share grew 9.8% to $0.45 (non-GAAP) compared to $0.41 (GAAP) in last year’s second quarter. GAAP net income, including acquisition and transition charges, for the three months ended June 2005 was $10.5 million, or $0.35 per diluted share.


CONMED News Release Continued Page 2 of 10 July 26, 2005

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

Three Months
Ended June,

Percent
2004 2005 Increase
Orthopaedic Surgery                
     Arthroscopy   $ 48.0   $ 54.8    14.2 %
     Powered Surgical Instruments    31.4    33.9    8.0 %



     79.4    88.7    11.7 %



   
General Surgery and Patient Care  
     Electrosurgery    20.6    22.6    9.7 %
     Patient Care    18.4    19.1    3.8 %
     Endosurgery    12.5    12.9    3.2 %
     Endoscopic Technologies    -    15.0    -  



     51.5    69.6    35.1 %



          Total   $ 130.9   $ 158.3    20.9 %




As in the last several quarters, the growth in the Arthroscopy product line continues to be led by sales of minimally-invasive surgery camera systems, which increased 29% over the second quarter of 2004. This growth is being driven by sales of the enhanced definition camera, introduced early in 2004, which has superior resolution capabilities. The quality of its image enables it to compete effectively for both arthroscopy applications and general surgical applications. Powered Surgical Instruments growth came from the Company’s large bone products and also from the small bone handpiece PowerPro Max® introduced at the American Academy of Orthopaedic Surgeons (AAOS) conference in February of this year.

Electrosurgery’s growth once again exceeded market growth rates led by sales of the Company’s electrosurgical generators as well as single use products. Patient Care and Endosurgery experienced second quarter growth equivalent to market growth rates. The Endoscopic Technologies business sequentially improved its sales performance from the first quarter of 2005 and is performing as anticipated.

Compared to the second quarter of 2004, the Company’s gross margin has improved to 53.0% versus 52.5%, excluding acquisition transition charges, as a result of the addition of the Endoscopic Technologies products, which have gross margins that are higher than CONMED’s corporate average. Similarly, selling and administrative costs as a percentage of sales have increased compared to the second quarter of last year because sales and marketing costs of the Endoscopic Technologies business are higher than CONMED’s corporate average. In addition, CONMED experienced increased expenses associated with the antitrust litigation and higher research and development costs. As a result of the higher sales base in the second quarter of 2005 compared to the same period in 2004, offset to some degree by the effects of the changes in the Company’s expense profile discussed above, the Company’s income from operations grew 12% to $24.0 million, excluding acquisition transition and unusual charges, compared to $21.5 million (GAAP) in the second quarter of 2004. On a GAAP basis, income from operations in the second quarter of 2005 was $19.6 million.


CONMED News Release Continued Page 3 of 10 July 26, 2005

Six Month Results

For the six months ended June 30, 2005, CONMED reported revenues of $314.1 million, up 18.6% (17.2% excluding foreign currency) from the $264.9 million in the first six months of last year. Non-GAAP net income for the first six months of 2005 grew to $26.9 million, or $0.90 per diluted share, (excluding acquisition transition and other charges) compared to GAAP net income of $24.3 million, or $0.81 per diluted share, for the six months ended June 30, 2004. Including transition and other charges in the first six months of 2005, GAAP net income and EPS were $21.3 million and $0.71, respectively (please see attached schedule for full explanation of transition and other charges).

Following is a summary of the first six months of 2005 sales by product line in millions of dollars:

Six Months
Ended June,

Percent
2004 2005 Increase
Orthopaedic Surgery                
     Arthroscopy   $ 99.3   $ 108.8    9.6 %
     Powered Surgical Instruments    64.9    69.4    6.9 %



     164.2    178.2    8.5 %



   
General Surgery and Patient Care  
     Electrosurgery    40.8    43.5    6.6 %
     Patient Care    36.4    38.0    4.4 %
     Endosurgery    23.5    25.2    7.2 %
     Endoscopic Technologies    -    29.2    -  



     100.7    135.9    35.0 %



          Total   $ 264.9   $ 314.1    18.6 %




Outlook

Based on Conmed’s performance to date, management continues to believe that sales for all of 2005 will grow approximately 15% above 2004 levels. Approximately one-half of this total sales increase is expected to come from internal growth of our product lines and one-half 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, management continues to expect operating cash flow for 2005 to approximate $75 - $80 million and expects full year 2005 diluted earnings per share to be in a range of $1.84 - $1.89, excluding transition and other costs. This estimated range represents a slight reduction from previous Company guidance as a result of a number of matters including higher anticipated litigation costs associated with its action as a plaintiff against a competitor for believed antitrust actions, reduced expectations relative to currency exchange, and certain increased raw materials and distribution costs caused by higher petroleum prices.

Further, in order to realize various future product opportunities, management has concluded that a slight increase in research and development activities is in the best long-term interests of the Company. Accordingly, the Company will target research and development expense to approximate 4.0% - 4.5% of sales for the foreseeable future as compared to 3.5% - 4.0% in the recent past.


CONMED News Release Continued Page 4 of 10 July 26, 2005

For the third quarter ended September 30, 2005, management anticipates that revenues will approximate $153 - $156 million and that diluted earnings per share will be in a range of $0.41 - $0.44, excluding transition and unusual charges.

Acquisition, 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 approximately $80.0 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. For the first six months of 2005, this added charge to cost of sales equaled $0.5 million. 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 will be once manufacturing is relocated to CONMED facilities. This difference in cost is estimated to be $1.8 million for the second quarter of 2005 and $3.6 million for the six months ended June, 2005, and has been recorded in cost of sales. The Company reaffirms that it expects the transition to extend into 2006 in order to permit an orderly transfer and to be sure that there is sufficient finished goods inventory on hand to meet customers’ requirements.

Accordingly, the Company expects it will incur additional cost of sales amounts on a quarterly basis of $1.5 - $2.0 million until the transition can be completed. The Company continues to work closely with the C.R. Bard management to facilitate the transition of manufacturing to CONMED’s locations.

Other unusual costs associated with the Endoscopic Technologies acquisition including compensation and other integration expenses amounted to $1.4 million for the second quarter of 2005 and $2.8 million for the first six months of 2005.

Cost associated with termination of a product – CONMED has offered integrated operating room design and installation for over 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. As previously announced, 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 development and has ceased selling its own brand of surgical lights.

CONMED no longer services 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 initiated a program to replace all of its surgical lights currently in use. The Company expensed $0.4 million in the second quarter of 2005 and $0.9 million in the first half of 2005. It expects additional charges totaling approximately $1.0 million over the remainder of 2005 as the replacement program is completed.

Environmental settlement – The Company has entered into a settlement of certain environmental claims relating to the operations of one of the Company’s subsidiaries during the 1980s, before it was acquired by CONMED, at a site other than the one it currently occupies. The current owner alleged that the acquired subsidiary caused environmental contamination of the property. In order to avoid litigation, the Company agreed to reimburse the owner for a certain percentage of past remediation costs, and to participate in the funding of the remediation activities. The total sum of all past costs, including attorney’s fees, together with the current estimate of future costs, amounts to approximately $0.7 million and has been recorded as an unusual charge in the quarter ended June 2005.


CONMED News Release Continued Page 5 of 10 July 26, 2005

Today’s Conference Call

CONMED will broadcast its second quarter 2005 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 www.conmed.com. Replays of the call will be made available through August 2, 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 2,900 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, 2004; (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 News Release Continued Page 6 of 10 July 26, 2005

CONMED CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share amounts)
(unaudited)

Three months ended
June 30,
Six months ended
June 30,
2004 2005 2004 2005
                     
Net sales   $ 130,912   $ 158,276   $ 264,876   $ 314,135  
   
Cost of sales    62,198    74,325    125,803    147,371  
Cost of sales, acquisition transition  
     - Note A    -    1,827    -    4,165  




   
Gross profit    68,714    82,124    139,073    162,599  




   
Selling and administrative    42,409    53,559    86,202    106,091  
Research and development    4,836    6,375    9,575    12,224  
Other expense (income), net - Note B    -    2,576    -    4,476  




     47,245    62,510    95,777    122,791  




   
Income from operations    21,469    19,614    43,296    39,808  
   
Interest expense    2,558    3,571    5,864    7,330  




   
Income before income taxes    18,911    16,043    37,432    32,478  
   
Provision for income taxes    6,619    5,535    13,101    11,205  




   
Net income   $ 12,292   $ 10,508   $ 24,331   $ 21,273  




Per share data:   
   
  Net Income    
    Basic   $ .41   $ .36   $ .83   $ .73  
    Diluted    .41    .35    .81    .71  
   
  Weighted average common shares    
    Basic    29,649    29,494    29,476    29,301  
    Diluted    30,313    30,060    30,151    29,830  

Note A – Included in cost of sales in the three and six months ended June 30, 2005 are approximately $1.8 million and $4.2 million, respectively, in acquisition-related costs.

Note B – Included in other expense in the three months ended June 30, 2005 are the following: $0.7 million in environmental settlement costs, $0.4 million in costs related to the termination of a product offering and $1.4 million in acquisition-related costs. Included in other expense in the six months ended June 30, 2005 are the following: $0.7 million in environmental settlement costs, $0.9 million in costs related to the termination of a product offering and $2.8 million in acquisition-related costs.


CONMED News Release Continued Page 7 of 10 July 26, 2005

CONMED CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)
(unaudited)

ASSETS

December 31,
2004
June 30,
2005
 
Current assets:            
    Cash and cash equivalents   $ 4,189   $ 6,506  
    Accounts receivable, net    74,593    76,552  
    Inventories    127,935    142,055  
    Deferred income taxes    13,733    13,662  
    Other current assets    2,492    3,321  


        Total current assets    222,942    242,096  
Property, plant and equipment, net    101,465    102,460  
Goodwill and other intangible assets, net    529,717    528,628  
Other assets    18,701    18,620  


        Total assets   $ 872,825   $ 891,804  


   
LIABILITIES AND SHAREHOLDERS' EQUITY
   
Current liabilities:    
    Current portion of long-term debt   $ 4,037   $ 4,121  
    Other current liabilities    59,024    60,746  


        Total current liabilities    63,061    64,867  
Long-term debt    290,485    269,422  
Deferred income taxes    51,433    58,798  
Other long-term liabilities    19,863    22,958  


        Total liabilities    424,842    416,045  


   
Shareholders' equity:    
   Capital accounts    226,444    235,649  
   Retained earnings    227,938    249,211  
   Accumulated other comprehensive loss    (6,399 )  (9,101 )


        Total equity    447,983    475,759  


   
         Total liabilities and shareholders' equity   $ 872,825   $ 891,804  




CONMED News Release Continued Page 8 of 10 July 26, 2005

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

Six months ended
June 30,
2004 2005
Cash flows from operating activities:            
Net income   $ 24,331   $ 21,273  
  Adjustments to reconcile net income  
       to net cash provided by operating activities:  
         Depreciation and amortization    13,036    15,282  
         Deferred income taxes    8,586    7,365  
         Sale of accounts receivable    2,000    (3,000 )
         Other, net    (2,236 )  (11,025 )


   Net cash provided by operating activities    45,717    29,895  


   
Cash flow from investing activities:  
          Purchases of property, plant, and equipment    (4,338 )  (8,098 )
              Other, net    -    (364 )


   Net cash used in investing activities    (4,338 )  (8,462 )


   
Cash flow from financing activities:  
              Payments on debt    (24,204 )  (28,979 )
              Proceeds of debt    -    8,000  
              Proceeds from common stock issued under employee plans    9,010    13,020  
              Repurchase of common stock    -    (7,759 )
              Other, net    (318 )  (396 )


   Net cash provided by financing activities    (15,512 )  (16,114 )


   
Effect of exchange rate change    
      on cash and cash equivalents    (1,650 )  (3,002 )


   
Net increase in cash and cash equivalents    24,217    2,317  
   
Cash and cash equivalents at beginning of period    5,986    4,189  


   
Cash and cash equivalents at end of period   $ 30,203   $ 6,506  




CONMED News Release Continued Page 9 of 10 July 26, 2005

CONMED CORPORATION
RECONCILIATION OF REPORTED NET INCOME TO NET INCOME
BEFORE UNUSUAL ITEMS

(In thousands except per share amounts)
(unaudited)

Three months ended
June 30,
2004 2005
             
Reported net income   $ 12,292   $ 10,508  


   
Acquisition-related costs included    
        in cost of sales    -    1,827  


   
Environmental settlement costs    -    698  
    
Termination of product offering    -    429  
   
Other acquisition-related costs    -    1,449  


   
    Total other expense    -    2,576  


   
Unusual expense before income taxes    -    4,403  
   
Provision (benefit) for income taxes on unusual expense    -    (1,519 )


   
Net income before unusual items   $ 12,292   $ 13,392  


   
   
Per share data:   
   
Reported net income (loss)  
      Basic   $ 0.41   $ 0.36  
      Diluted    0.41    0.35  
   
Net income before unusual items  
      Basic   $ 0.41   $ 0.45  
      Diluted    0.41    0.45  

Management has provided the above reconciliation of net income before unusual 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 News Release Continued Page 10 of 10 July 26, 2005

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

Six months ended
June 30,
2004 2005
             
Reported net income   $ 24,331   $ 21,273  


   
Acquisition-related costs included    
        in cost of sales    -    4,165  


   
Environmental settlement costs    -    698  
   
Termination of product offering    -    949  
   
Other acquisition-related costs    -    2,829  


   
    Total other expense    -    4,476  


   
Unusual expense before income taxes    -    8,641  
   
Provision (benefit) for income taxes on unusual expense    -    (2,981 )


   
Net income before unusual items   $ 24,331   $ 26,933  


   
   
Per share data:   
   
Reported net income  
      Basic   $ 0.83   $ 0.73  
      Diluted    0.81    0.71  
   
Net income before unusual items  
      Basic   $ 0.83   $ 0.92  
      Diluted    0.81    0.90  

Management has provided the above reconciliation of net income before unusual 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.