Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): July 25, 2006


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


New York
0-16093
16-0977505
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
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 25, 2006, CONMED Corporation issued a press release announcing financial results for the second quarter of 2006. 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
     
 
Press Release dated July 25, 2006, 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:  Robert D. Shallish, Jr.
 
 
Vice President-Finance and
 
 
Chief Financial Officer
 


Date: July 25, 2006



 




EXHIBIT INDEX



Exhibit
 
Number
Exhibit Description
   
99.1
Press Release, dated July 25, 2006, issued by CONMED Corporation.









EX-99.1

Conmed Corporation
NEWS RELEASE 
   
 
CONTACT:
 
CONMED Corporation
 
Robert Shallish
 
Chief Financial Officer
 
315-624-3206
 
 
 
Financial Dynamics
 
Investors: Julie Huang/Theresa Kelleher
 
212-850-5600
   
FOR RELEASE: 7:00 AM (Eastern) July 25, 2006

CONMED Corporation Announces Second Quarter 2006 Results
- Sales Grow to $163.5 million, Sets New Quarterly Record -
- Arthroscopy Sales Grow 7.3% -
 

Utica, New York, July 25, 2006 ----- CONMED Corporation (Nasdaq: CNMD) today announced financial results for the second quarter ended June 30, 2006. Sales for the 2006 second quarter were $163.5 million compared to $158.3 million in the second quarter of 2005. Net income equaled $3.4 million, or $0.12 per diluted share for the quarter, compared to $10.5 million, or $0.35 per diluted share in the second quarter of 2005, based on a diluted weighted average share count of 28.3 million shares for the quarter ended June 30, 2006.

Excluding transition charges related to an acquisition and other unusual charges (see commentary below and attached reconciliation for additional information), non-GAAP net income for the second quarter was $6.6 million, or $0.23 per non-GAAP diluted share, compared to second quarter 2005 non-GAAP net income of $13.4 million, or $0.45 per non-GAAP diluted share. In January 2006, the Company adopted Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”), which requires companies to recognize the cost of stock options and other stock-based payments as compensation expense. As a result of adopting SFAS 123R, the diluted earnings per share and non-GAAP diluted earnings per share were reduced by approximately $0.03 per share in the June 2006 quarter.

Mr. Joseph J. Corasanti, President and Chief Operating Officer, noted, “We are pleased the positive sales momentum from the first quarter has carried over to the second quarter of 2006, exceeding our expectations and setting a record for quarterly sales. Our capital equipment business was particularly strong growing 11% over the second quarter of 2005 due to increases in video imaging products and electrosurgical generator sales. These sales results are particularly impressive since the second quarter of last year’s sales were also exceptionally strong.”

Sales outside the United States were $62.8 million in the second quarter of 2006 growing 5.3% overall and 3.6% on a constant currency basis compared to the second quarter of 2005. International sales grew to 38.4% of the Company’s total sales in the June 2006 quarter continuing the trend for higher growth in international markets.

The Company’s cash flow continued to be strong with cash from operations totaling $27.5 million for the six months ended June 30, 2006. This enabled the Company to reduce its senior credit lines and other borrowings by $6.9 million. Additionally, the Company repurchased $7.8 million of its common stock during the first six months of 2006.



 

CONMED News Release Continued
Page 2 of 10
July 25, 2006
 
Following is a summary of the Company’s sales by product line for the three months ended June 30, 2006 (in millions):
 
   
Three Months Ended June 30,
                 
Constant
             
Currency
   
2005
 
2006
 
Growth
 
Growth
   
(in millions)
           
                     
Arthroscopy
 
$
54.8
 
$
58.8
   
7.3
%
   
6.1
%
                             
Powered Surgical Instruments
   
33.9
   
33.3
   
-1.8
%
   
-2.9
%
                             
Electrosurgery
   
22.6
   
24.2
   
7.1
%
   
7.1
%
                             
Endoscopic Technologies
   
15.0
   
14.7
   
-2.0
%
   
-2.0
%
                             
Endosurgery
   
12.9
   
13.3
   
3.1
%
   
3.1
%
                             
Patient Care
   
19.1
   
19.2
   
0.5
%
   
0.5
%
                             
   
$
158.3
 
$
163.5
   
3.3
%
   
2.6
%
                             

As has been previously discussed, the Company’s profitability in the latter half of 2005 and in 2006 has been impacted by several factors including increased costs of production caused by higher petroleum based plastic raw materials and transportation, litigation costs, quality initiatives, greater research and development expenditures, and higher interest costs. Management has initiated a number of profit improvement initiatives resulting in sequential operating margin improvement. For the second quarter 2006, operating margin excluding acquisition and other unusual charges, was 9.1% of sales compared to 7.5% in the fourth quarter of 2005 and 8.5% in the first quarter of 2006.

Acquisition and Unusual Charges

As a result of the acquisition of Endoscopic Technologies, the Company had been purchasing the finished goods of the product line from the former owner until adequate safety stock had been accumulated to facilitate an orderly transfer of the manufacturing process to the Company’s facilities. As of March 31, 2006 all of the required safety stock had been accumulated. During the second quarter of 2006, manufacturing of the vast majority of the products had begun, at least on a pilot run basis, in the Company’s facilities. However, first-in first-out (FIFO) inventory accounting requires that the higher cost safety stock inventory be sold before the expected lower-cost self-manufactured inventory is sold. The Company has noted this difference in cost, as well as certain other costs associated with the start-up of production, as a pro-forma adjustment to GAAP income amounts.

In April 2006, the Company refinanced its debt, resulting in a reduced interest rate and increased availability. The deferred financing fees associated with the previous debt were written off in the second quarter of 2006 amounting to $678,000.

During the second quarter of 2006, the Company was notified that the supplier of certain of its pulse oximetry products could no longer provide product because of the settlement of a patent dispute with a third party. Because the Company can no longer assure customers of a continuing supply of these products, the Company has discontinued their marketing and charged off inventory valued at $595,000. The discontinuation of these products is not expected to have a material impact on the Company’s sales or results of operations. This matter does not affect the vast majority of the Company’s pulse oximetry products and also does not affect sales of its proprietary Pro2® pulse oximetry line.




CONMED News Release Continued
Page 3 of 10
July 25, 2006
 

Six Month Results

For the six months ended June 30, 2006, CONMED reported revenues of $321.9 million, a 2.5% increase from the $314.1 million in the first six months of last year. Net income for the first six months of 2006 was $7.8 million, $0.27 per diluted share, compared to $21.3 million and $0.71 per share in the first six months of 2005. Non-GAAP net income for the first six months of 2006 was $12.5 million, or $0.44 per diluted share, (excluding acquisition transition and other charges) compared to non-GAAP net income of $26.9 million, or $0.90 per diluted share, for the six months ended June 30, 2005 (please see attached schedule for full explanation of transition and other charges). Adoption of SFAS 123R regarding expensing of stock options and other stock-based payments in 2006 caused diluted earnings per share and non-GAAP diluted earnings per share to be reduced by $0.05 for the six months ended June 2006.

Following is a summary of the first six months of 2006 sales by product line in millions of dollars:

   
Six Months Ended June 30,
               
Constant
           
Currency
   
2005
 
2006
 
Growth
 
Growth
   
(in millions)
           
                     
Arthroscopy
 
$
108.8
 
$
113.5
   
4.3
%
   
4.4
%
                             
Powered Surgical Instruments
   
69.4
   
67.5
   
-2.7
%
   
-2.6
%
                             
Electrosurgery
   
43.5
   
47.5
   
9.2
%
   
9.2
%
                             
Endoscopic Technologies
   
29.2
   
29.4
   
0.7
%
   
0.7
%
                             
Endosurgery
   
25.2
   
25.2
   
0.0
%
   
0.0
%
                             
Patient Care
   
38.0
   
38.8
   
2.1
%
   
2.1
%
                             
   
$
314.1
 
$
321.9
   
2.5
%
   
2.6
%
                             

Outlook

Mr. Corasanti concluded, “The Company’s results for the second quarter of 2006 exceeded our expectations for both sales and profitability. As a result, we continue to believe that we are on track to achieve 5% organic sales growth for 2006 compared to 2005 and that non-GAAP diluted earnings per share should approximate $0.85 - $0.90 including the non-cash charge for stock option and other share-based payments expense. We also continue to believe that our operating margin in 2007 will improve to approximately 14% of sales as growing revenues leverage the Company’s fixed-cost structure and as we realize measures to improve margins and reduce costs.”

For the third quarter 2006, CONMED anticipates revenues in the range of $152 - $157 million and diluted earnings per share on a non-GAAP basis (including SFAS 123R expense) of $0.16 - $0.20 per share.


 




CONMED News Release Continued
Page 4 of 10
July 25, 2006
 

 
Conference Call
 
The Company will webcast its second quarter 2006 conference call live over the Internet on Tuesday, July 25, 2006 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 1, 2006.
 


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 several 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, 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, 2005; (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 new acquisition 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 5 of 10
July 25, 2006
 


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

   
Three months ended
 
Six months ended
 
 
 
June 30,
 
June 30,
 
 
 
2005
 
2006
 
2005
 
2006
 
                   
Net sales
 
$
158,276
 
$
163,473
 
$
314,135
 
$
321,939
 
                           
Cost of sales
   
74,325
   
82,939
   
147,371
   
161,676
 
Cost of sales, acquisition-transition -
                         
Note A
   
1,827
   
2,760
   
4,165
   
4,589
 
 
                         
Gross profit
   
82,124
   
77,774
   
162,599
   
155,674
 
                           
Selling and administrative - Note B
   
53,559
   
58,123
   
106,091
   
116,497
 
Research and development
   
6,375
   
7,498
   
12,224
   
15,323
 
Other expense - Note C
   
2,576
   
1,584
   
4,476
   
2,154
 
 
   
62,510
   
67,205
   
122,791
   
133,974
 
                           
Income from operations
   
19,614
   
10,569
   
39,808
   
21,700
 
                           
Loss on early extinguishment of debt
   
-
   
678
   
-
   
678
 
                           
Interest expense
   
3,571
   
4,675
   
7,330
   
9,541
 
 
                         
Income before income taxes
   
16,043
   
5,216
   
32,478
   
11,481
 
                           
Provision for income taxes
   
5,535
   
1,802
   
11,205
   
3,727
 
                           
Net income
 
$
10,508
 
$
3,414
 
$
21,273
 
$
7,754
 
                           
Per share data:
                         
                           
Net Income
                         
Basic
 
$
.36
 
$
.12
 
$
.73
 
$
.28
 
Diluted
   
.35
   
.12
   
.71
   
.27
 
                           
Weighted average common shares
                         
Basic
   
29,494
   
28,061
   
29,301
   
28,068
 
Diluted
   
30,060
   
28,266
   
29,830
   
28,312
 


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-transition related costs. Included in cost of sales in the three and six months ended June 30, 2006 are approximately $2.8 million and $4.6 million, respectively, in acquisition-transition related costs.

Note B - Included in selling and administrative expense in the three and six months ended June 30, 2006 are approximately $0.8 million and $1.6 million, respectively, of share-based payment expense.

Note C - 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




CONMED News Release Continued
Page 6 of 10
July 25, 2006
 

settlement costs, $0.9 million in costs related to the termination of a product offering and $2.8 million in acquisition-related costs.

Included in other expense in the three months ended June 30, 2006 are the following: $0.6 million in costs related to the write-off of inventory in settlement of a patent dispute and $1.0 million in acquisition-related costs. Included in other expense in the six months ended June 30, 2006 are the following: $0.6 million in costs related to the write-off of inventory in settlement of a patent dispute, $0.1 million in costs related to the termination of a product offering and $1.5 million in acquisition-related costs.







CONMED News Release Continued
Page 7 of 10
July 25, 2006
 

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

ASSETS

 
 
December 31,
 
June 30,
 
 
 
2005
 
2006
 
Current assets:
             
Cash and cash equivalents
 
$
3,454
 
$
5,080
 
Accounts receivable, net
   
83,327
   
80,920
 
Inventories
   
152,428
   
153,661
 
Deferred income taxes
   
12,887
   
12,341
 
Other current assets
   
3,419
   
3,902
 
Total current assets
   
255,515
   
255,904
 
Property, plant and equipment, net
   
104,224
   
109,058
 
Goodwill and other intangible assets, net
   
527,053
   
527,406
 
Other assets
   
16,991
   
15,210
 
Total assets
 
$
903,783
 
$
907,578
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current liabilities:
             
Current portion of long-term debt
 
$
4,208
 
$
3,053
 
Other current liabilities
   
57,924
   
58,987
 
Total current liabilities
   
62,132
   
62,040
 
Long-term debt
   
302,643
   
296,902
 
Deferred income taxes
   
62,554
   
65,597
 
Other long-term liabilities
   
23,448
   
25,982
 
Total liabilities
   
450,777
   
450,521
 
               
Shareholders' equity:
             
Capital accounts
   
202,810
   
197,785
 
Retained earnings
   
259,932
   
267,686
 
Accumulated other comprehensive loss
   
(9,736
)
 
(8,414
)
Total equity
   
453,006
   
457,057
 
 
             
Total liabilities and shareholders' equity
 
$
903,783
 
$
907,578
 






CONMED News Release Continued
Page 8 of 10
July 25, 2006
 


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

   
 Six months ended
 
   
 June 30,
 
   
 2005
 
2006
 
Cash flows from operating activities:
             
Net income
 
$
21,273
 
$
7,754
 
Adjustments to reconcile net income
             
to net cash provided by operating activities:
             
Depreciation and amortization
   
15,282
   
14,670
 
Share-based payment expense
   
-
   
1,585
 
Deferred income taxes
   
7,365
   
3,650
 
Sale of accounts receivable
   
(3,000
)
 
-
 
Other, net
   
(11,025
)
 
(194
)
Net cash provided by operating activities
   
29,895
   
27,465
 
               
Cash flow from investing activities:
             
Purchases of property, plant, and equipment, net
   
(8,098
)
 
(10,247
)
Payments related to business acquisitions net of cash acquired
   
(364
)
 
(2,458
)
Proceeds from sale of equity investment
   
-
   
1,205
 
Net cash used in investing activities
   
(8,462
)
 
(11,500
)
               
Cash flow from financing activities:
             
Payments on debt
   
(28,979
)
 
(141,896
)
Proceeds of debt
   
8,000
   
135,000
 
Payments related to issuance of debt
   
-
   
(1,260
)
Net proceeds from common stock issued under employee plans
   
13,020
   
1,238
 
Repurchase of common stock
   
(7,759
)
 
(7,848
)
Other, net
   
(396
)
 
(572
)
Net cash provided by financing activities
   
(16,114
)
 
(15,338
)
               
Effect of exchange rate change
             
on cash and cash equivalents
   
(3,002
)
 
999
 
               
Net increase in cash and cash equivalents
   
2,317
   
1,626
 
 
             
Cash and cash equivalents at beginning of period
   
4,189
   
3,454
 
 
             
Cash and cash equivalents at end of period
 
$
6,506
 
$
5,080
 





CONMED News Release Continued
Page 9 of 10
July 25, 2006
 


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,
 
 
 
2005
 
2006
 
 
         
Reported net income
 
$
10,508
 
$
3,414
 
               
Acquisition-transition related costs included
             
in cost of sales
   
1,827
   
2,760
 
               
Write-off of inventory in settlement of a patent dispute
   
-
   
595
 
               
Environmental settlement costs
   
698
   
-
 
               
Termination of product offering
   
429
   
27
 
               
Other acquisition-related costs
   
1,449
   
962
 
               
Total other expense
   
2,576
   
1,584
 
               
Loss on early extinguishment of debt
   
-
   
678
 
               
Unusual expense before income taxes
   
4,403
   
5,022
 
               
Provision (benefit) for income taxes on unusual expense
   
(1,519
)
 
(1,808
)
 
             
Net income before unusual items
 
$
13,392
 
$
6,628
 
               
 
             
Per share data:
             
               
Reported net income
             
Basic
 
$
0.36
 
$
0.12
 
Diluted
   
0.35
   
0.12
 
               
Net income before unusual items
             
Basic
 
$
0.45
 
$
0.24
 
Diluted
   
0.45
   
0.23
 

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 25, 2006
 



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, 
 
 
 
2005
 
2006
 
 
         
Reported net income
 
$
21,273
 
$
7,754
 
               
Acquisition-transition related costs included
             
in cost of sales
   
4,165
   
4,589
 
               
Write-off of inventory in settlement of a patent dispute
   
-
   
595
 
               
Environmental settlement costs
   
698
   
-
 
               
Termination of product offering
   
949
   
83
 
               
Other acquisition-related costs
   
2,829
   
1,476
 
 
             
Total other expense
   
4,476
   
2,154
 
 
             
Loss on early extinguishment of debt
   
-
   
678
 
               
Unusual expense before income taxes
   
8,641
   
7,421
 
               
Provision (benefit) for income taxes on unusual expense
   
(2,981
)
 
(2,672
)
               
Net income before unusual items
 
$
26,933
 
$
12,503
 
               
 
             
Per share data:
             
               
Reported net income
             
Basic
 
$
0.73
 
$
0.28
 
Diluted
   
0.71
   
0.27
 
               
Net income before unusual items
             
Basic
 
$
0.92
 
$
0.45
 
Diluted
   
0.90
   
0.44
 

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.