For
the quarterly period ended
|
Commission
File Number 0-16093
|
September
30, 2006
|
New
York
(State
or other jurisdiction of
incorporation
or organization)
|
16-0977505
(I.R.S.
Employer
Identification
No.)
|
525
French Road, Utica, New York
(Address
of principal executive offices)
|
13502
(Zip
Code)
|
Large
accelerated filer ý
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Item
Number
|
Page
|
|||
Financial
Statements
|
||||
-
|
Consolidated
Condensed Statements of Income for the three and nine month periods
ended
September 30, 2005 and 2006
|
1
|
||
-
|
Consolidated
Condensed Balance Sheets as of December 31, 2005 and September 30,
2006
|
2
|
||
-
|
Consolidated
Condensed Statements of Cash Flows for the nine months ended September
30,
2005 and 2006
|
3
|
||
-
|
Notes
to Consolidated Condensed Financial Statements
|
4
|
||
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
19
|
|||
Quantitative
and Qualitative Disclosures About Market Risk
|
32
|
|||
Controls
and Procedures
|
33
|
|||
Legal
Proceedings
|
33
|
|||
Exhibits
|
34
|
|||
35
|
||||
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||
|
September
30,
|
September
30,
|
|||||||||||
|
2005
|
2006
|
2005
|
2006
|
|||||||||
Net
sales
|
$
|
149,970
|
$
|
154,981
|
$
|
464,105
|
$
|
476,920
|
|||||
Cost
of sales
|
74,016
|
80,250
|
225,552
|
246,515
|
|||||||||
Gross
profit
|
75,954
|
74,731
|
238,553
|
230,405
|
|||||||||
Selling
and administrative expense.
|
52,649
|
56,219
|
158,740
|
172,716
|
|||||||||
Research
and development expense
|
6,409
|
7,262
|
18,633
|
22,585
|
|||||||||
Other
expense
|
779
|
2,066
|
5,255
|
4,220
|
|||||||||
|
59,837
|
65,547
|
182,628
|
199,521
|
|||||||||
Income
from operations
|
16,117
|
9,184
|
55,925
|
30,884
|
|||||||||
Loss
on early extinguishment of
|
|||||||||||||
debt
|
-
|
-
|
-
|
678
|
|||||||||
Interest
expense
|
4,034
|
4,962
|
11,364
|
14,503
|
|||||||||
Income
before income taxes
|
12,083
|
4,222
|
44,561
|
15,703
|
|||||||||
Provision
for income taxes
|
4,169
|
890
|
15,374
|
4,617
|
|||||||||
Net
income
|
$
|
7,914
|
$
|
3,332
|
$
|
29,187
|
$
|
11,086
|
|||||
Per
share data:
|
|||||||||||||
Net
income
|
|||||||||||||
Basic
|
$
|
.27
|
$
|
.12
|
$
|
.99
|
$
|
.40
|
|||||
Diluted
|
.26
|
.12
|
.98
|
.39
|
|||||||||
Weighted
average common shares
|
|||||||||||||
Basic
|
29,470
|
27,888
|
29,358
|
27,999
|
|||||||||
Diluted
|
29,951
|
28,134
|
29,853
|
28,241
|
|
December
31,
|
September
30,
|
|||||
|
2005
|
2006
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
3,454
|
$
|
13,492
|
|||
Accounts
receivable, net
|
83,327
|
83,007
|
|||||
Inventories
|
152,428
|
154,701
|
|||||
Deferred
income taxes
|
12,887
|
11,197
|
|||||
Prepaid
expenses and other current assets
|
3,419
|
3,782
|
|||||
Total
current assets
|
255,515
|
266,179
|
|||||
Property,
plant and equipment, net
|
104,224
|
112,441
|
|||||
Goodwill
|
335,651
|
336,162
|
|||||
Other
intangible assets, net
|
191,402
|
190,982
|
|||||
Other
assets
|
16,991
|
14,036
|
|||||
Total
assets
|
$
|
903,783
|
$
|
919,800
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Current
portion of long-term debt
|
$
|
4,208
|
$
|
3,053
|
|||
Accounts
payable
|
31,084
|
34,545
|
|||||
Accrued
compensation and benefits
|
12,461
|
14,609
|
|||||
Income
taxes payable
|
4,706
|
2,593
|
|||||
Accrued
interest
|
1,095
|
1,939
|
|||||
Other
current liabilities
|
8,578
|
11,144
|
|||||
Total
current liabilities
|
62,132
|
67,883
|
|||||
Long-term
debt
|
302,643
|
296,753
|
|||||
Deferred
income taxes
|
62,554
|
65,678
|
|||||
Other
long-term liabilities
|
23,448
|
26,486
|
|||||
Total
liabilities
|
450,777
|
456,800
|
|||||
Commitments
and contingencies
|
|||||||
Shareholders'
equity:
|
|||||||
Preferred
stock, par value $.01 per share;
|
|||||||
authorized
500,000 shares; none outstanding
|
-
|
-
|
|||||
Common
stock, par value $.01 per share;
|
|||||||
100,000,000
shares authorized; 31,137,119 and
|
|||||||
31,255,620
shares issued in 2005 and 2006,
|
|||||||
respectively
|
311
|
313
|
|||||
Paid-in
capital
|
278,281
|
282,853
|
|||||
Retained
earnings
|
259,932
|
271,018
|
|||||
Accumulated
other comprehensive income (loss)
|
(9,736
|
)
|
(7,554
|
)
|
|||
Less
2,944,905 and 3,321,545 shares of common stock in
|
|||||||
treasury,
at cost in 2005 and 2006, respectively
|
(75,782
|
)
|
(83,630
|
)
|
|||
Total
shareholders’ equity
|
453,006
|
463,000
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
903,783
|
$
|
919,800
|
Nine
months ended
|
|||||||
September
30,
|
|||||||
2005
|
2006
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
29,187
|
$
|
11,086
|
|||
Adjustments
to reconcile net income,
|
|||||||
to
net cash provided by operating activities:
|
|||||||
Depreciation
|
9,303
|
8,591
|
|||||
Amortization
|
13,621
|
13,704
|
|||||
Stock-based
compensation
|
-
|
2,599
|
|||||
Deferred
income taxes
|
11,010
|
4,670
|
|||||
Income
tax benefit of stock option exercises
|
4,685
|
102
|
|||||
Excess
tax benefits from stock-based
|
|||||||
compensation
|
-
|
(102
|
)
|
||||
Loss
on extinguishment of debt
|
-
|
203
|
|||||
Increase
(decrease) in cash flows
|
|||||||
from
changes in assets and liabilities:
|
|||||||
Sale
of accounts receivable
|
(6,000
|
)
|
(3,000
|
)
|
|||
Accounts
receivable
|
(1,165
|
)
|
3,320
|
||||
Inventories
|
(31,112
|
)
|
(9,975
|
)
|
|||
Accounts
payable
|
11,945
|
4,065
|
|||||
Income
taxes payable
|
(3,542
|
)
|
(1,979
|
)
|
|||
Accrued
compensation and benefits
|
(1,123
|
)
|
2,148
|
||||
Accrued
interest
|
1,067
|
844
|
|||||
Other
assets
|
(3,369
|
)
|
(1,083
|
)
|
|||
Other
liabilities
|
4,285
|
5,604
|
|||||
9,605
|
29,711
|
||||||
Net
cash provided by operating activities
|
38,792
|
40,797
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of property, plant, and equipment
|
(12,233
|
)
|
(16,738
|
)
|
|||
Proceeds
from sale of equity investment
|
-
|
1,205
|
|||||
Payments
related to business acquisitions
|
(364
|
)
|
(2,463
|
)
|
|||
Net
cash used in investing activities
|
(12,597
|
)
|
(17,996
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Net
proceeds from common stock issued
|
|||||||
under
employee plans
|
16,576
|
2,103
|
|||||
Excess
tax benefits from stock-based compensation
|
-
|
102
|
|||||
Repurchase
of common stock
|
(12,750
|
)
|
(7,848
|
)
|
|||
Payments
on senior credit agreement
|
(29,270
|
)
|
(141,822
|
)
|
|||
Proceeds
of senior credit agreement
|
6,000
|
135,000
|
|||||
Payments
on mortgage notes
|
(181
|
)
|
(223
|
)
|
|||
Payments
related to issuance of long-term debt
|
(157
|
)
|
(1,260
|
)
|
|||
Net
change in cash overdrafts
|
(5,438
|
)
|
(604
|
)
|
|||
Net
cash used in financing activities
|
(25,220
|
)
|
(14,552
|
)
|
|||
Effect
of exchange rate changes
|
|||||||
on
cash and cash equivalents
|
(3,246
|
)
|
1,789
|
||||
Net
increase in cash and cash equivalents
|
(2,271
|
)
|
10,038
|
||||
Cash
and cash equivalents at beginning of period
|
4,189
|
3,454
|
|||||
Cash
and cash equivalents at end of period
|
$
|
1,918
|
$
|
13,492
|
|
Three
months ended
|
Nine
months ended
|
|||||||||||
September
30,
|
September
30,
|
||||||||||||
|
2005
|
2006
|
2005
|
2006
|
|||||||||
Net
income
|
$
|
7,914
|
$
|
3,332
|
$
|
29,187
|
$
|
11,086
|
|||||
Other
comprehensive income:
|
|||||||||||||
Foreign
currency
|
|||||||||||||
translation
adjustment
|
(21
|
)
|
860
|
(2,723
|
)
|
2,182
|
|||||||
Comprehensive
income
|
$
|
7,893
|
$
|
4,192
|
$
|
26,464
|
$
|
13,268
|
Accumulated
|
||||||||||
Minimum
|
Cumulative
|
Other
|
||||||||
Pension
|
Translation
|
Comprehensive
|
||||||||
Liability
|
Adjustments
|
Income
(loss)
|
||||||||
Balance,
December 31, 2005
|
$
|
(10,135
|
)
|
$
|
399
|
$
|
(9,736
|
)
|
||
Foreign
currency translation
|
||||||||||
adjustments
|
-
|
2,182
|
2,182
|
|||||||
Balance,
September 30, 2006
|
$
|
(10,135
|
)
|
$
|
2,581
|
$
|
(7,554
|
)
|
Weighted-
|
|||||||
Number
|
Average
|
||||||
|
of
|
Exercise
|
|||||
|
Shares
|
Price
|
|||||
Outstanding
at December 31, 2005
|
3,085
|
$
|
22.12
|
||||
Granted
|
253
|
19.92
|
|||||
Exercised
|
(73
|
)
|
15.28
|
||||
Forfeited
|
(69
|
)
|
23.29
|
||||
Outstanding
at September 30, 2006
|
3,196
|
$
|
22.11
|
||||
Exercisable
at September 30, 2006
|
2,253
|
$
|
21.42
|
Weighted-
|
|||||||
Number
|
Average
|
||||||
of
|
Grant-Date
|
||||||
Shares
|
Fair
Value
|
||||||
RSUs
outstanding at December 31, 2005
|
-
|
-
|
|||||
Granted
|
124
|
$
|
19.89
|
||||
Vested
|
-
|
||||||
Forfeited
|
(1
|
)
|
19.93
|
||||
Outstanding
at September 30, 2006
|
123
|
$
|
19.89
|
|
Three
months ended
|
Nine
months ended
|
|||||
|
September
30,2005
|
September
30,2005
|
|||||
|
|||||||
Net
income - as reported
|
$
|
7,914
|
$
|
29,187
|
|||
Pro
forma stock-based employee
|
|||||||
compensation
expense, net of
|
|||||||
related
income tax effect
|
(1,251
|
)
|
(2,832
|
)
|
|||
Net
income - pro forma
|
$
|
6,663
|
$
|
26,355
|
|||
Earnings
per share - as reported:
|
|||||||
Basic
|
$
|
.27
|
$
|
.99
|
|||
Diluted
|
.26
|
.98
|
|||||
Earnings
per share - pro forma:
|
|||||||
Basic
|
$
|
.23
|
$
|
.90
|
|||
Diluted
|
.22
|
.88
|
December
31,
|
September
30,
|
||||||
|
2005
|
2006
|
|||||
Raw
materials
|
$
|
45,991
|
$
|
46,921
|
|||
Work-in-process
|
16,472
|
21,044
|
|||||
Finished
goods
|
89,965
|
86,736
|
|||||
Total
|
$
|
152,428
|
$
|
154,701
|
|
Three
months ended
|
Nine
months ended
|
|||||||||||
|
September
30,
|
September
30,
|
|||||||||||
|
2005
|
2006
|
2005
|
2006
|
|||||||||
Net
income
|
$
|
7,914
|
$
|
3,332
|
$
|
29,187
|
$
|
11,086
|
|||||
Basic
- weighted average shares
|
|||||||||||||
outstanding
|
29,470
|
27,888
|
29,358
|
27,999
|
|||||||||
Effect
of dilutive potential
|
|||||||||||||
securities
|
481
|
246
|
495
|
242
|
|||||||||
|
|||||||||||||
Diluted
- weighted average
|
|||||||||||||
shares
outstanding
|
29,951
|
28,134
|
29,853
|
28,241
|
|||||||||
|
|||||||||||||
Basic
EPS
|
$
|
.27
|
$
|
.12
|
$
|
.99
|
$
|
.40
|
|||||
Diluted
EPS
|
.26
|
.12
|
.98
|
.39
|
Balance
as of January 1, 2006
|
$
|
335,651
|
||
Adjustments
to goodwill resulting from
|
||||
business
acquisitions finalized
|
442
|
|||
Foreign
currency translation
|
69
|
|||
Balance
as of September 30, 2006
|
$
|
336,162
|
December
31,
|
September
30,
|
||||||
2005
|
2006
|
||||||
CONMED
Electrosurgery
|
$
|
16,645
|
$
|
16,645
|
|||
|
|||||||
CONMED
Endoscopic Technologies
|
46,649
|
46,675
|
|||||
CONMED
Endosurgery
|
42,404
|
42,416
|
|||||
CONMED
Linvatec
|
175,853
|
175,896
|
|||||
CONMED
Patient Care
|
54,100
|
54,530
|
|||||
$
|
335,651
|
$
|
336,162
|
December
31, 2005
|
September
30, 2006
|
||||||||||||
Gross
|
Gross
|
||||||||||||
Carrying
|
Accumulated
|
Carrying
|
Accumulated
|
||||||||||
|
Amount
|
Amortization
|
Amount
|
Amortization
|
|||||||||
Amortized
intangible assets:
|
|||||||||||||
Customer
relationships
|
$
|
110,612
|
$
|
(21,317
|
)
|
$
|
112,759
|
$
|
(23,665
|
)
|
|||
Patents
and other intangible assets
|
37,344
|
(22,581
|
)
|
38,707
|
(24,163
|
)
|
|||||||
Unamortized
intangible assets:
|
|||||||||||||
Trademarks
and tradenames
|
87,344
|
-
|
87,344
|
-
|
|||||||||
$
|
235,300
|
$
|
(43,898
|
)
|
$
|
238,810
|
$
|
(47,828
|
)
|
2006
|
|
$5,309
|
||
2007
|
5,463
|
|||
2008
|
5,463
|
|||
2009
|
5,354
|
|||
2010
|
4,889
|
|||
2011
|
4,693
|
Balance
as of January 1, 2006
|
$
|
3,416
|
||
|
||||
Provision
for warranties
|
4,250
|
|||
Claims
made
|
(4,112
|
)
|
||
Balance
as of September 30, 2006
|
$
|
3,554
|
||
Three
months ended
|
Nine
months ended
|
||||||||||||
|
September
30,
|
September
30,
|
|||||||||||
|
2005
|
2006
|
2005
|
2006
|
|||||||||
Service
cost
|
$
|
1,562
|
$
|
1,391
|
$
|
3,377
|
$
|
4,175
|
|||||
Interest
cost on projected
|
|||||||||||||
benefit
obligation
|
920
|
742
|
1,988
|
2,228
|
|||||||||
Expected
return on plan assets
|
(884
|
)
|
(687
|
)
|
(1,911
|
)
|
(2,066
|
)
|
|||||
Net
amortization and deferral
|
338
|
312
|
732
|
937
|
|||||||||
Net
periodic pension cost
|
$
|
1,936
|
$
|
1,758
|
$
|
4,186
|
$
|
5,274
|
|
Three
months ended
|
Nine
months ended
|
|||||||||||
|
September
30,
|
September
30,
|
|||||||||||
|
2005
|
2006
|
2005
|
2006
|
|||||||||
Acquisition-related
costs
|
$
|
659
|
$
|
628
|
$
|
3,488
|
$
|
2,104
|
|||||
Termination
of product offering
|
120
|
1,009
|
1,069
|
1,092
|
|||||||||
Environmental
settlement costs
|
-
|
-
|
698
|
-
|
|||||||||
Write-off
of inventory in
|
|||||||||||||
settlement
of a patent dispute
|
-
|
-
|
-
|
595
|
|||||||||
Closure
of manufacturing facility
|
-
|
429
|
-
|
429
|
|||||||||
Other
expense
|
$
|
779
|
$
|
2,066
|
$
|
5,255
|
$
|
4,220
|
Three
months ended
|
Nine
months ended
|
||||||||||||
|
September
30,
|
September
30,
|
|||||||||||
|
2005
|
2006
|
2005
|
2006
|
|||||||||
Medical
Instruments and Systems
|
$
|
131,204
|
$
|
136,636
|
$
|
407,325
|
$
|
419,855
|
|||||
Patient
Care
|
18,766
|
18,345
|
56,780
|
57,065
|
|||||||||
Total
|
$
|
149,970
|
$
|
154,981
|
$
|
464,105
|
$
|
476,920
|
|
Three
months ended
|
Nine
months ended
|
|||||||||||
|
September
30,
|
September
30,
|
|||||||||||
|
2005
|
2006
|
2005
|
2006
|
|||||||||
Medical
Instruments and Systems
|
$
|
14,335
|
$
|
8,845
|
$
|
50,695
|
$
|
31,993
|
|||||
Patient
Care
|
1,782
|
339
|
5,230
|
(1,109
|
)
|
||||||||
Total
operating income
|
16,117
|
9,184
|
55,925
|
30,884
|
|||||||||
Loss
on early extinguishment
|
|||||||||||||
of
debt
|
-
|
-
|
-
|
678
|
|||||||||
Interest
expense
|
4,034
|
4,962
|
11,364
|
14,503
|
|||||||||
Total
income before income taxes
|
$
|
12,083
|
$
|
4,222
|
$
|
44,561
|
$
|
15,703
|
·
|
general
economic and business conditions;
|
·
|
cyclical
customer purchasing patterns due to budgetary and other
constraints;
|
·
|
changes
in customer preferences;
|
·
|
competition;
|
·
|
changes
in technology;
|
·
|
the
ability to evaluate, finance and integrate acquired businesses, products
and companies;
|
·
|
the
introduction and acceptance of new
products;
|
·
|
changes
in business strategy;
|
·
|
the
availability and cost of materials;
|
·
|
the
possibility that United States or foreign regulatory and/or administrative
agencies may initiate enforcement actions against us or our
distributors;
|
·
|
future
levels of indebtedness and capital
spending;
|
·
|
changes
in foreign exchange and interest rates;
|
·
|
quality
of our management and business abilities and the judgment of our
personnel;
|
·
|
the
risk of litigation, especially patent litigation as well as the cost
associated with patent and other
litigation;
|
·
|
changes
in regulatory requirements; and
|
·
|
the
availability, terms and deployment of
capital.
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
||||||||||||
2005
|
2006
|
2005
|
2006
|
||||||||||
Arthroscopy
|
33.5
|
%
|
35.4
|
%
|
34.3
|
%
|
35.3
|
%
|
|||||
Powered
Surgical Instruments
|
20.3
|
21.4
|
21.5
|
21.1
|
|||||||||
Patient
Care
|
12.5
|
11.8
|
12.2
|
12.0
|
|||||||||
Electrosurgery
|
14.9
|
15.1
|
14.2
|
14.9
|
|||||||||
Endosurgery
|
8.6
|
8.1
|
8.2
|
7.9
|
|||||||||
Endoscopic
Technologies
|
10.2
|
8.2
|
9.6
|
8.8
|
|||||||||
Consolidated
Net Sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
·
|
Sales
to customers are evidenced by firm purchase orders. Title and the
risks
and rewards of ownership are transferred to the customer when product
is
shipped under our stated shipping terms. Payment by the customer
is due
under fixed payment terms.
|
·
|
We
place certain of our capital equipment with customers in return for
commitments to purchase disposable products over time periods generally
ranging from one to three years. In these circumstances, no revenue
is
recognized upon capital equipment shipment and we recognize revenue
upon
the disposable product shipment. The cost of the equipment is amortized
over the term of individual commitment
agreements.
|
·
|
Product
returns are only accepted at the discretion of the Company and in
accordance with our “Returned Goods Policy”. Historically the level of
product returns has not been significant. We accrue for sales returns,
rebates and allowances based upon an analysis of historical customer
returns and credits, rebates, discounts and current market
conditions.
|
·
|
Our
terms of sale to customers generally do not include any obligations
to
perform future services. Limited warranties are provided for capital
equipment sales and provisions for warranty are provided at the time
of
product sale based upon an analysis of historical
data.
|
·
|
Amounts
billed to customers related to shipping and handling have been included
in
net sales. Shipping and handling costs are included in selling and
administrative expense.
|
·
|
We
sell to a diversified base of customers around the world and, therefore,
believe there is no material concentration of credit
risk.
|
·
|
We
assess the risk of loss on accounts receivable and adjust the allowance
for doubtful accounts based on this risk assessment. Historically,
losses
on accounts receivable have not been material. Management believes
that
the allowance for doubtful accounts of $1.7 million at September
30, 2006
is adequate to provide for probable losses resulting from accounts
receivable.
|
Three
months ended
September
30,
|
Nine
months ended
September
30,
|
||||||||||||
2005
|
2006
|
2005
|
2006
|
||||||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Cost
of sales
|
49.4
|
51.8
|
48.6
|
51.7
|
|||||||||
Gross
profit
|
50.6
|
48.2
|
51.4
|
48.3
|
|||||||||
Selling
and administrative expense
|
35.1
|
36.3
|
34.2
|
36.2
|
|||||||||
Research
and development expense
|
4.3
|
4.7
|
4.0
|
4.7
|
|||||||||
Other
expense
|
0.5
|
1.3
|
1.1
|
0.9
|
|||||||||
Income
from operations
|
10.7
|
5.9
|
12.1
|
6.5
|
|||||||||
Loss
on early extinguishment of debt
|
0.0
|
0.0
|
0.0
|
0.1
|
|||||||||
Interest
expense
|
2.7
|
3.2
|
2.4
|
3.0
|
|||||||||
Income
before income taxes
|
8.0
|
2.7
|
9.7
|
3.4
|
|||||||||
Provision
for income taxes
|
2.8
|
0.6
|
3.3
|
1.0
|
|||||||||
Net
income
|
5.2
|
%
|
2.1
|
%
|
6.4
|
%
|
2.4
|
%
|
Exhibit
No.
|
Description
of Exhibit
|
31.1
|
Certification
of Eugene R. Corasanti pursuant to Rule 13a-14(a) or Rule 15d-14(a),
of
the Securities Exchange Act, as adopted pursuant to Section 302 of
the
Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification
of Robert D. Shallish, Jr. pursuant to Rule 13a-14(a) or Rule 15d-14(a),
of the Securities Exchange Act, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
of Eugene R. Corasanti and Robert D. Shallish, Jr. pursuant to 18
U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act
of 2002.
|
CONMED
CORPORATION
|
|
(Registrant)
|
|
Date:
November 2, 2006
|
|
/s/
Robert D. Shallish, Jr.
|
|
Robert
D. Shallish, Jr.
|
|
Vice
President - Finance and
|
|
Chief
Financial Officer
|
Sequential
Page
|
||
Exhibit
|
Number
|
|
Certification
of Eugene R. Corasanti pursuant to Rule
13a-14(a) or Rule 15d-14(a) of the Securities Exchange
Act, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
E-1
|
|
|
||
Certification
of Robert D. Shallish, Jr. pursuant to Rule
13a-14(a) or Rule 15d-14(a) of the Securities Exchange
Act, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
E-2
|
|
|
||
Certification
of Eugene R. Corasanti and Robert D. Shallish,
Jr. pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|
E-3
|
|
|
||
|
|
|
|
1. |
I
have reviewed this quarterly report on Form 10-Q of CONMED
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f) for the registrant and
have:
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
b)
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
/s/
Eugene R. Corasanti
|
|
Eugene
R. Corasanti
|
|
Chairman
of the Board and
|
|
Chief
Executive Officer
|
1. |
I
have reviewed this quarterly report on Form 10-Q of CONMED
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f) for the registrant and
have:
|
a)
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
b)
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c)
|
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d)
|
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
/s/
Robert D. Shallish, Jr.
|
|
Robert
D. Shallish, Jr.
|
|
Vice
President - Finance and
|
|
Chief
Financial Officer
|
Date:
November 2, 2006
|
/s/Eugene
R. Corasanti
|
|
Eugene
R. Corasanti
|
||
Chairman
of the Board and
|
||
Chief
Executive Officer
|
||
Date:
November 2, 2006
|
/s/Robert
D. Shallish, Jr.
|
|
Robert
D. Shallish, Jr.
|
||
Vice
President-Finance and
|
||
Chief
Financial Officer
|
||