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): October 25, 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
Item 2.02
Financial Information
Results of Operations and Financial Condition.

On October 25, 2005, CONMED Corporation issued a press release announcing financial results for the third 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
Item 9.01
Financial Statements and Exhibits
Financial Statements and Exhibits.

  (c) Exhibits

  The following exhibit is included herewith:

Exhibit No. Description of Exhibit
 
99.1 Press Release dated October 25, 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: October 25, 2005


EXHIBIT INDEX

Exhibit
Number


99.1
 
Exhibit Description

Press Release, dated October 25, 2005, issued by CONMED Corporation.





Exhibit 99.1


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

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


FOR RELEASE: 7:00 AM (Eastern) October 25, 2005

CONMED Corporation Announces Third Quarter 2005 Earnings

Utica, New York, October 25, 2005 ----- CONMED Corporation (Nasdaq: CNMD) today announced financial results for the third quarter and nine months ended September 30, 2005. Sales for the 2005 third quarter increased 13.4% to $150.0 million compared to $132.3 million in the third quarter of 2004. The Endoscopic Technologies product line acquired from C.R. Bard in September 2004 contributed $15.2 million to the $150.0 million in total sales for the quarter. Net income was $7.9 million in the quarter, or $0.26 per diluted share, an increase from the $1.7 million recorded in the third quarter last year, or $0.06 per diluted share.

Mr.     Joseph J. Corasanti, President and Chief Operating Officer, noted, “We are pleased to see that the Endoscopic Technologies product line, acquired last year, continues to contribute to our top line and to gross margin improvements. Also, our international sales growth has met our expectations for the third quarter as well as for the nine months of 2005. However, our domestic sales growth in the third quarter was less than we had anticipated and less than the preceding seven quarters.”

He added, “Typically we see a seasonally reduced amount of business in the third quarter because patients and surgeons tend to postpone surgeries from the summer vacation time to other times of the year. This year the trend was even more pronounced. We believe that economic conditions in the United States, hurricanes in the southeast region of the United States, and reduced consumer confidence in general have caused a slowing in elective surgery procedures. Further, hospitals and surgery centers seem to be taking longer to reach buying decisions on capital equipment. We believe that the factors behind the slowdown in elective surgeries and longer equipment buying cycles will be short-lived and that we will return to normal domestic sales growth rates in 2006.”

On a pro forma basis, excluding transition charges related to an acquisition and other unusual charges (see attached reconciliation for additional information), non-GAAP net income for the 2005 third quarter was $9.6 million, or $0.32 per diluted share, compared to $11.5 million or $0.38 per diluted share in the comparable third quarter of 2004.

For the nine months ended September 30, 2005, sales increased 16.8% to $464.1 million with net income of $29.2 million and diluted earnings per share of $0.98. This compares to the nine months ended September 30, 2004 with sales of $397.2 million, net income of $26.0 million and diluted earnings per share of $0.86. On a pro forma basis, excluding transition and other unusual charges, 2005 nine-month non-GAAP net income and diluted earnings per share were $36.5 million and $1.22, respectively. These compare to 2004 nine-month non-GAAP net income and diluted earnings per share of $35.8 million and $1.18, respectively.


CONMED News Release Continued Page 2 of 8 October 25, 2005

As previously disclosed, while year-to-date sales are generally meeting the Company’s objectives, third quarter 2005 sales were below original expectations of $153 - $156 million, primarily due to lower-than-anticipated elective surgeries in the United States. Anecdotal information suggests that elective surgeries in many regions of the United States may have been particularly low in the summer of 2005. In the third quarter, sales of capital equipment appear to have also slowed as hospital customers appear to be taking longer to conclude the buying process.

Outside the United States, the Company’s rate of sales growth compared favorably to expectations, up 11%, year over year for the third quarter. This excludes the effects of the Endoscopic Technologies acquisition which was acquired on September 30, 2004. The effects of foreign exchange translation changes in the third quarter of 2005 were a benefit to sales in the amount of $0.9 million.

Following is a summary of the Company’s sales by product line for the three and nine-months ended September, 2005 (in millions):

Three Months Ended
Nine Months Ended
September
Growth
September
Growth
2004
2005
2004
2005
                             
Arthroscopy     $ 50.8   $ 50.2     -1.2 % $ 150.1   $ 159.0     5.9 %
     
Powered Surgical Instruments       30.2     30.5     1.0 %   95.1     99.9     5.0 %
     
Electrosurgery       21.2     22.4     5.7 %   62.0     65.9     6.3 %
     
Endosurgery       11.4     12.9     13.2 %   34.9     38.1     9.2 %
     
Patient Care       18.7     18.8     0.5 %   55.1     56.8     3.1 %


        132.3     134.8     1.9 %   397.2     419.7     5.7 %
     
     
Endoscopic Technologies       -     15.2           -     44.4        


      $ 132.3   $ 150.0     13.4 % $ 397.2   $ 464.1     16.8 %



CONMED’s gross margin, excluding Endoscopic Technologies acquisition transition charges associated with moving manufacturing from C.R. Bard facilities to our own plants, has improved during 2005 to 52.7% and 51.9%, respectively, for the nine months and three months ended September 30, 2005. In 2004 the comparable gross margin percentages were 52.0% for the nine month and 51.0% for the three month periods. The improving gross margin is a result of the inclusion in the Company’s sales base of the Endoscopic Technologies product line, with gross margins that are higher than the Company’s overall average. The positive impact of the gross margin was partly offset by the rising cost of petroleum-based plastic raw materials and transportation costs.

The Company’s selling and administrative costs have increased during the first nine months of 2005 as a result of the inclusion of the Endoscopic Technologies product line acquisition. Additionally, administrative costs for year-to-date and the third quarter 2005 were affected by increased litigation expenses associated with antitrust litigation initiated against a competitor. We expect these litigation expenses will increase in the fourth quarter of 2005 when we respond to the motion for summary judgment filed, as expected, on October 21, 2005.


CONMED News Release Continued Page 3 of 8 October 25, 2005

Outlook

The Company anticipates that slower-growing surgical procedure trends and the longer closing process for capital equipment purchases experienced in the third quarter of 2005 will continue throughout the remainder of the year. Therefore, management projects limited fourth quarter domestic sales growth, supplemented by solid international sales improvement of approximately 11%. This growth mix, as well as higher petroleum-based plastic raw materials and litigation costs, are expected to result in estimated sales of $163 - $166 million and non-GAAP diluted earnings per share of $0.36 - $0.40. GAAP diluted earnings per share in the fourth quarter of 2005 is estimated to be $0.30 - $0.34.

In 2006, CONMED believes that a number of factors will have a positive effect on the Company’s sales growth rate, including the anticipated new product pipeline, improved salesforce performance and return to normal elective procedure rates. With these underlying factors, the Company expects to achieve top-line organic growth of approximately 6% for 2006 over 2005, an improvement from the expected 4% organic growth in 2005. It is the Company’s intention to provide net income and earnings per share guidance for 2006 when the results for the fourth quarter of 2005 are announced.

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 3,100 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; (vii) increasing costs for raw material, transportation, or litigation; and/or (viii) the Company’s ability to devise and execute strategies to respond to market conditions.


CONMED News Release Continued Page 4 of 8 October 25, 2005

CONMED CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

(in thousands except per share amounts)
(unaudited)

Three months ended
September 30,
Nine months ended
September 30,
2004 2005 2004 2005
                   
Net sales     $ 132,289   $ 149,970   $ 397,165   $ 464,105
     
Cost of sales       64,802     72,205     190,605     219,576
Cost of sales, acquisition-transition    
     - Note A       -     1,811     -     5,976




     
Gross profit       67,487     75,954     206,560     238,553




     
Selling and administrative       42,719     52,649     128,921     158,740
Research and development       4,706     6,409     14,281     18,633
Write-off of purchased in-process research    
    and development assets - Note B       13,700     -     13,700     -
Other expense - Note C       867     779     867     5,255




        61,992     59,837     157,769     182,628




     
Income from operations       5,495     16,117     48,791     55,925
     
Interest expense       3,189     4,034     9,053     11,364




     
Income before income taxes       2,306     12,083     39,738     44,561
     
Provision for income taxes       607     4,169     13,708     15,374




     
Net income     $ 1,699   $ 7,914   $ 26,030   $ 29,187




     
Per share data:    
     
  Net Income    
    Basic     $ .06   $ .27   $ .88   $ .99
    Diluted       .06     .26     .86     .98
     
  Weighted average common shares    
    Basic       29,816     29,470     29,618     29,358
    Diluted       30,347     29,951     30,241     29,853

Note A – Included in cost of sales in the three and nine months ended September 30, 2005 are approximately $1.8 million and $6.0 million, respectively, in acquisition-transition costs.

Note B - During the three and nine months ended September 30, 2004, we wrote-off the preliminary estimate of purchased in-process research and development assets related to the Bard Endoscopic Technologies acquisition.

Note C – Included in other expense in the three and nine months ended September 30, 2004 are $0.9 million in acquisition-related costs. Included in other expense in the three months ended September 30, 2005 are the following: $0.1 million in costs related to the termination of a product offering and $0.7 million in acquisition-related costs. Included in other expense in the nine months ended September 30, 2005 are the following: $0.7 million in environmental settlement costs, $1.1 million in costs related to the termination of a product offering and $3.5 million in acquisition-related costs.


CONMED News Release Continued Page 5 of 8 October 25, 2005

CONMED CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)
(unaudited)

ASSETS

December 31, September 30,
2004 2005
Current assets:            
    Cash and cash equivalents     $ 4,189   $ 1,918  
    Accounts receivable, net       74,593     81,758  
    Inventories       127,935     152,297  
    Deferred income taxes       13,733     13,090  
    Other current assets       2,492     3,116  


        Total current assets       222,942     252,179  
     
Property, plant and equipment, net       101,465     103,443  
Goodwill and other intangible assets, net       529,717     528,306  
Other assets       18,701     17,982  


        Total assets     $ 872,825   $ 901,910  


     
LIABILITIES AND SHAREHOLDERS' EQUITY
     
Current liabilities:    
    Current portion of long-term debt     $ 4,037   $ 4,121  
    Other current liabilities       59,024     58,738  


        Total current liabilities       63,061     62,859  
     
Long-term debt       290,485     266,950  
Deferred income taxes       51,433     63,242  
Other long-term liabilities       19,863     25,901  


        Total liabilities       424,842     418,952  


     
Shareholders' equity:    
   Capital accounts       226,444     234,955  
   Retained earnings       227,938     257,125  
   Accumulated other comprehensive loss       (6,399 )   (9,122 )


        Total equity       447,983     482,958  


     
         Total liabilities and shareholders' equity     $ 872,825   $ 901,910  




CONMED News Release Continued Page 6 of 8 October 25, 2005

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

Nine months ended
September 30,
2004 2005
Cash flows from operating activities:            
 Net income     $ 26,030   $ 29,187  
  Adjustments to reconcile net income    
       to net cash provided by operating activities:    
         Depreciation and amortization       19,829     22,924  
         Deferred income taxes       8,984     11,010  
         Sale of accounts receivable       (3,000 )   (6,000 )
         Write-off of purchased in-process    
           research and development asset       13,700     -  
         Other, net       (11,908 )   (18,329 )


   Net cash provided by operating activities       53,635     38,792  


     
 Cash flow from investing activities:    
          Payments related to business acquisitions,    
               net of cash acquired       (80,000 )   (364 )
          Purchases of property, plant, and equipment       (7,529 )   (12,233 )


   Net cash used in investing activities       (87,529 )   (12,597 )


     
 Cash flow from financing activities:    
              Payments on debt       (24,608 )   (29,451 )
              Proceeds of debt       50,000     6,000  
              Proceeds from common stock issued under employee plans       9,818     16,576  
              Repurchase of common stock       -     (12,750 )
              Other, net       3,694     (5,595 )


   Net cash provided by financing activities       38,904     (25,220 )


     
 Effect of exchange rate change    
      on cash and cash equivalents       (773 )   (3,246 )


     
 Net increase in cash and cash equivalents       4,237     (2,271 )
     
 Cash and cash equivalents at beginning of period       5,986     4,189  


     
 Cash and cash equivalents at end of period     $ 10,223   $ 1,918  




CONMED News Release Continued Page 7 of 8 October 25, 2005

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

Three months ended
September 30,
2004 2005
           
Reported net income     $ 1,699   $ 7,914


     
Acquisition-transition costs included    
        in cost of sales       -     1,811


     
Write-off of purchased in-process research    
        and development assets       13,700     -


     
Termination of product offering       -     120
     
Other acquisition-related costs       867     659


     
    Total other expense       867     779


     
Acquisition-related interest expense       360     -  


     
Unusual expense before income taxes       14,927     2,590
     
Provision (benefit) for income taxes on unusual expense       (5,150 )   (894 )


     
Net income before unusual items     $ 11,476   $ 9,610


     
Per share data:    
     
Reported net income    
      Basic     $ 0.06   $ 0.27
      Diluted       0.06     0.26
     
Net income before unusual items    
      Basic     $ 0.38   $ 0.33
      Diluted       0.38     0.32

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 8 of 8 October 25, 2005

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

Nine months ended
September 30,
2004 2005
             
Reported net income     $ 26,030   $ 29,187  


     
Acquisition-transition costs included    
        in cost of sales       -     5,976  


     
Write-off of purchased in-process research    
    and development assets       13,700     -  


     
Environmental settlement costs       -     698  
     
Termination of product offering       -     1,069  
     
Other acquisition-related costs       867     3,488  


     
    Total other expense       867     5,255  


     
Acquisition-related interest expense       360     -  


     
Unusual expense before income taxes       14,927     11,231  
     
Provision (benefit) for income taxes on unusual expense       (5,150 )   (3,875 )


     
Net income before unusual items     $ 35,807   $ 36,543  


     
Per share data:    
     
Reported net income    
      Basic     $ 0.88   $ 0.99  
      Diluted       0.86     0.98  
     
Net income before unusual items    
      Basic     $ 1.21   $ 1.24  
      Diluted       1.18     1.22  

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.