Washington, D.C. 20549
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
(Registrants
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. |
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 |
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 years 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 Companys 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.
Electrosurgerys growth once again exceeded market growth rates led by sales of the Companys 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 Companys 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 CONMEDs 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 CONMEDs 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 Companys expense profile discussed above, the Companys 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 |
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 | % | |||||
Based on Conmeds 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 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 CONMEDs 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 Companys 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 attorneys 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 |
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 CONMEDs web site at www.conmed.com. Replays of the call will be made available through August 2, 2005.
CONMED is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures and monitoring. The Companys 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 Companys 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 Companys 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 managements
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
Companys 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
Companys 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)
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.