-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kcq97UkXDXrHEeMCGRV271D23Pg9yXOvpcXmjMdTzbsCz5X3waMODNQ4Q3x9Caew Kr2UH2OTG3b82XUK4xUH5g== /in/edgar/work/20000810/0000914317-00-000545/0000914317-00-000545.txt : 20000921 0000914317-00-000545.hdr.sgml : 20000921 ACCESSION NUMBER: 0000914317-00-000545 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONMED CORP CENTRAL INDEX KEY: 0000816956 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 160977505 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-16093 FILM NUMBER: 691531 BUSINESS ADDRESS: STREET 1: 310 BROAD ST CITY: UTICA STATE: NY ZIP: 13501 BUSINESS PHONE: 3157978375 MAIL ADDRESS: STREET 1: 310 BROAD STREET STREET 2: 310 BROAD STREET CITY: UTICA STATE: NY ZIP: 13501 10-Q 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended Jume 30, 2000 Commission File Number 0-16093 CONMED CORPORATION ------------------------------------------------------------- (Exact name of the registrant as specified in its charter) New York 16-0977505 - --------------------------------------- ---------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 310 Broad Street, Utica, New York 13501 ---------------------------------------- ----------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (315) 797-8375 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] The number of shares outstanding of registrant's common stock, as of July 31, 2000 is 15,343,868 shares. CONMED CORPORATION TABLE OF CONTENTS FORM 10-Q PART I FINANCIAL INFORMATION Item Number Page Item 1 Financial Statements - Consolidated Statements of Income 1 - Consolidated Balance Sheets 2 - Consolidated Statements of Shareholders' Equity 3 - Consolidated Statements of Cash Flows 4 - Notes to Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of operations 7 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 Signatures 12 Exhibit Index 13
CONMED CORPORATION CONSOLIDATED STATEMENTS OF INCOME (in thousands except per share amounts) (unaudited) For three months ended For six months ended ------------------------ ------------------------ June June June June 1999 2000 1999 2000 --------- --------- --------- --------- Net sales ...................... $ 90,483 $ 96,986 $ 181,352 $ 198,899 --------- --------- --------- --------- Cost and expenses: Cost of sales .............. 42,825 47,327 86,367 95,988 Selling and administrative (Note 6) ............... 26,550 32,355 53,116 62,219 Research and development ... 2,842 3,572 5,798 6,978 --------- --------- --------- --------- Total operating expenses 72,217 83,254 145,281 165,185 --------- --------- --------- --------- Income from operations ......... 18,266 13,732 36,071 33,714 Interest expense, net .......... (7,814) (8,238) (15,740) (16,643) --------- --------- --------- --------- Income before income taxes ..... 10,452 5,494 20,331 17,071 Provision for income taxes ..... (3,762) (1,978) (7,318) (6,146) --------- --------- --------- --------- Net income ..................... $ 6,690 $ 3,516 $ 13,013 $ 10,925 ========= ========= ========= ========= Per share data (Note 6): Net Income Basic ...................... $ .44 $ .23 $ .86 $ .71 Diluted .................... .43 .23 .84 .70 Weighted average common shares Basic ...................... 15,235 15,311 15,204 15,298 Diluted .................... 15,612 15,551 15,575 15,535
See notes to consolidated financial statements. 1
CONMED CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands except share amounts) ASSETS (unaudited) December June 1999 2000 --------- --------- Current assets: Cash and cash equivalents ................................................. 3,747 $ 3,353 Accounts receivable, net .................................................. 76,413 78,760 Inventories (Note 3) ...................................................... 89,681 96,471 Deferred income taxes ..................................................... 1,453 1,453 Prepaid expenses and other current assets ................................. 5,423 6,732 --------- --------- Total current assets .................................................. 176,717 186,769 Property, plant and equipment, net ............................................ 57,834 60,826 Goodwill, net ................................................................. 223,174 220,166 Patents, trademarks, and other assets, net .................................... 204,436 201,864 --------- --------- Total assets .......................................................... $ 662,161 $ 669,625 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt ......................................... $ 32,875 $ 34,471 Accrued interest .......................................................... 4,588 6,540 Accounts payable .......................................................... 16,518 23,412 Income taxes payable ...................................................... 226 2,979 Accrued payroll and withholdings .......................................... 9,658 8,822 Other current liabilities ................................................. 3,326 2,852 --------- --------- Total current liabilities ............................................. 67,191 79,076 Long-term debt ................................................................ 361,794 345,739 Deferred income taxes ......................................................... 3,330 3,330 Other long-term liabilities ................................................... 18,585 19,114 --------- --------- Total liabilities ..................................................... 450,900 447,259 --------- --------- 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 authorized; 15,303,806 and 15,343,868 issued and outstanding, in 1999 and 2000, respectively ........................................... 153 153 Paid-in capital ........................................................... 127,394 127,836 Retained earnings ......................................................... 84,520 95,445 Accumulated other comprehensive income .................................... (387) (649) Less 25,000 shares of common stock in treasury, at cost ............................................................... (419) (419) --------- --------- Total equity .............................................................. 211,261 222,366 --------- --------- Total liabilities and shareholders' equity ............................ $ 662,161 $ 669,625 ========= =========
See notes to consolidated financial statements. 2
CONMED CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Six Months Ended June 1999 and 2000 (in thousands) (unaudited) 1999 2000 --------- --------- Common stock Balance at beginning of period .................. $ 152 $ 153 Exercise of stock options ....................... 1 -- --------- --------- Balance at end of period ........................ $ 153 $ 153 --------- --------- Paid-in-capital Balance at beginning of period ................ 125,039 127,394 Exercise of stock options ..................... 1,566 442 --------- --------- Balance at end of period ...................... 126,605 127,836 --------- --------- Retained earnings Balance at beginning of period ................ 57,361 84,520 Net income (A) ................................ 13,013 10,925 --------- --------- Balance at end of period ...................... 70,374 95,445 --------- --------- Accumulated other comprehensive income Balance at beginning of period Cumulative foreign currency translation adjustments ........................... 35 (387) Other comprehensive income Foreign currency translation adjustments(B) (20) (262) --------- --------- Balance at end of period Cumulative foreign currency translation adjustments .......................... 15 (649) --------- --------- Treasury stock at beginning and end of period ............................. (419) (419) --------- --------- Total shareholders' equity ........................ $ 196,728 $ 222,366 ========= ========= Total comprehensive income (A + B) ................ $ 12,993 $ 10,663 ========= =========
See notes to consolidated financial statements. 3
CONMED CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30 1999 and 2000 (in thousands) (unaudited) 1999 2000 -------- -------- Cash flows from operating activities: Net income ..................................... $ 13,013 $ 10,925 -------- -------- Adjustments to reconcile net income to net cash provided by operations: Depreciation ................................... 4,330 4,612 Amortization ................................... 8,095 8,992 Increase (decrease) in cash flows from changes in assets and liabilities: Accounts receivable ........................ (3,716) (2,609) Inventories ................................ (11,039) (7,970) Prepaid expenses and other current assets ..................... 442 (1,309) Accounts payable ........................... (1,469) 6,894 Income taxes payable ....................... 8,967 2,753 Accrued interest ........................... (1,611) 1,952 Accrued payroll and withholdings ........... (3,146) (836) Other current liabilities .................. (668) (474) Other assets/liabilities, net .............. 1,249 (1,491) -------- -------- 1,434 10,514 -------- -------- Net cash provided by operations ......... 14,447 21,439 -------- -------- Cash flows from investing activities: Acquisition of property, plant, and equipment .............................. (3,792) (7,816) -------- -------- Net cash used by investing activities ...... (3,792) (7,816) -------- -------- Cash flows from financing activities: Proceeds of long term debt ..................... 900 -- Borrowings (repayments)under revolving credit facility ................................ (5,000) 2,000 Proceeds from issuance of common stock ......... 1,567 442 Payments on long-term debt ..................... (11,509) (16,459) -------- -------- Net cash used by financing activities ...... (14,042) (14,017) -------- -------- Net decrease in cash and cash equivalents .......... (3,387) (394) Cash and cash equivalents at beginning of period ... 5,906 3,747 -------- -------- Cash and cash equivalents at end of period ......... $ 2,519 $ 3,353 ======== ========
See notes to consolidated financial statements. 4 CONMED CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Organization and Operations - ------------------------------------ The consolidated financial statements include the accounts of CONMED Corporation and its subsidiaries (the "Company"). All intercompany accounts and transactions have been eliminated. CONMED Corporation is a medical technology company specializing in instruments and implants for arthroscopic sports medicine, and powered surgical instruments, such as drills and saws, for orthopaedic, ENT and neuro-surgery. The Company is also a leading developer, manufacturer and supplier of advanced medical devices, including RF electrosurgery systems used in all types of surgery, ECG electrodes for heart monitoring, and minimally invasive surgical devices. The Company's products are used in a variety of clinical settings, such as operating rooms, surgery centers, physicians' offices and critical care areas of hospitals. The Company's business is organized, managed and internally reported as a single segment, since its product offerings have similar economic, operating and other related characteristics. Note 2 - Interim financial information - -------------------------------------- The financial statements for the three and six months ended June 1999 and 2000 are unaudited; in the opinion of the Company such unaudited statements include all adjustments (which comprise only normal recurring accruals) necessary for a fair presentation of the results for such periods. The consolidated financial statements for the year ending December 2000 are subject to adjustment at the end of the year when they will be audited by independent accountants. The results of operations for the three and six months ended June 2000 are not necessarily indicative of the results of operations to be expected for any other quarter nor for the year ending December 2000. The consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes for the year ended December 1999 included in the Company's Annual Report to the Securities and Exchange Commission on Form 10-K. Note 3 - Inventories - -------------------- The components of inventory are as follows (in thousands): December June 1999 2000 ------- ------- Raw materials......... $35,651 $36,377 Work-in-process....... 9,803 11,258 Finished goods........ 44,227 48,836 ------- ------- Total........... $89,681 $96,471 ======= ======= 5 Note 4 - Subsidiary Guarantees - ------------------------------ The Company's credit facility and subordinated notes (the "Notes") are guaranteed (the "Subsidiary Guarantees") by each of the Company's subsidiaries (the "Subsidiary Guarantors"). The Subsidiary Guarantees provide that each Subsidiary Guarantor will fully and unconditionally guarantee the Company's obligations on a joint and several basis. Each Subsidiary Guarantor is wholly-owned by the Company. Separate financial statements and other disclosures concerning the Subsidiary Guarantors are not presented because management has determined such financial statements and other disclosures are not material to investors. The combined condensed financial information of the Company's Subsidiary Guarantors is as follows (in thousands): December June 1999 2000 ---- ---- Current assets............. $117,541 $129,062 Non-current assets......... 385,363 379,536 Current liabilities........ 21,921 29,006 Non-current liabilities.... 355,012 326,143 For the Six Months Ended June ------------------------- 1999 2000 ---- ---- Revenues................... $139,222 $160,554 Operating income........... 30,205 27,776 Net income................. 9,229 7,126 Note 5 - Business Acquisitions - ------------------------------ On June 29, 1999, the Company agreed to purchase certain assets of the powered surgical instrument business of Minnesota Mining and Manufacturing Company ("3M") (the "Powered Instrument Acquisition"). The Company and 3M also agreed to a series of transition-related matters in order to facilitate the transfer of the business. The acquisition was completed on August 11, 1999 for a purchase price of $39,000,000, which was funded through borrowings under the Company's credit facility. This acquisition is being accounted for using the purchase method. The results of operations of the acquired business are included in the consolidated results of the Company from the date of acquisition. Goodwill associated with the acquisition is being amortized on a straight-line basis over a 40-year period. Note 6 - Nonrecurring Severance Charge - -------------------------------------- During the quarter ended June 2000, the Company announced it would replace its arthroscopy direct sales force with non-stocking, exclusive sales agent groups in certain geographic regions of the United States. As a result, the Company incurred a severance charge of $1,509,000, before income taxes, or $.06 per diluted share, in the second quarter of 2000. This nonrecurring charge is included in selling and administrative expense. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion includes certain forward-looking statements. Such forward-looking statements are subject to a number of factors, including material risks, uncertainties and contingencies, which could cause actual results to differ materially from the forward-looking statements. Such factors include, among others, the following: general economic and business conditions; changes in customer preferences; competition; changes in technology; the integration of any acquisitions, changes in business strategy; the indebtedness of the Company; quality of management, business abilities and judgment of the Company's personnel; and the availability, terms and deployment of capital. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Three months ended June 2000 compared to three months ended June 1999 Sales for the quarter ended June 2000 were $96,986,000, an increase of 7.2% compared to sales of $90,483,000 in the quarter ended June 1999. For the quarter ended June 2000, arthroscopy sales grew 1.2% to $35,600,000 and powered surgical instruments sales grew 37.0% to $26,400,000. Of the total increase in powered surgical instrument sales, 4.0% was due to internal growth while 33.0% was due to the Powered Instrument Acquisition in August 1999. Electrosurgery and patient care lines had sales of $35,000,000 in the quarter ended June 2000, a decline of 2.6% from a year prior. Cost of sales increased to $47,327,000 in the quarter ended June 2000 compared to $42,825,000 in the same quarter a year ago as a result of the increased sales volumes described above. The Company's gross margin percentage for the second quarter of 2000 was 51.2% compared to 52.7% for the second quarter of 1999. The decrease in gross margin percentage is largely the result of the effects of the decline in the value of the Euro and lower selling prices in the Company's surgical suction product lines as a result of increased competition. Selling and administrative costs increased to $32,355,000 in the quarter ended June 2000 as compared to $26,550,000 in the quarter ended June 1999. The increase in selling and administrative expense is a result of increased spending on sales and marketing programs in the second quarter of 2000 in an effort to increase market share, as well as increased spending associated with the increase in sales in the second quarter of 2000 as compared to the second quarter of 1999. Additionally, during the quarter ended June 2000, the Company announced it would replace its arthroscopy direct sales force with non-stocking, exclusive sales agent groups in certain geographic regions of the United States. As a result, the Company recorded a nonrecurring severance charge of $1,509,000 in the second quarter of 2000 (Note 6) which is included in selling and administrative expense. As a result of the factors described above, as a percentage of sales, selling and administrative expense increased to 33.4% in the second quarter of 2000 as compared to 29.3% in the second quarter of 1999. 7 Research and development expense increased to $3,572,000 in the quarter ended June 2000 as compared to $2,842,000 in the quarter ended June 1999. As a percentage of sales, research and development expense increased to 3.7% of sales in the second quarter of 2000 compared to 3.1% in the second quarter of 1999. These increases are the result of the Company's increased investment in new product development. Interest expense for the quarter ended June 2000 was $8,238,000 compared to $7,814,000 in the quarter ended June 1999. In conjunction with the Powered Instrument Acquisition, the Company's existing credit facility was amended in the third quarter of 1999 to provide for an additional $40,000,000 loan commitment which was used to fund the acquisition purchase price. The increase in interest expense is primarily a result of these higher term loan borrowings. (See discussion under Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial Condition and Results of Operations). Six months ended June 2000 compared to six months ended June 1999 Sales for the six months ended June 2000 were $198,899,000, an increase of 9.7% compared to sales of $181,352,000 in the six months ended June 1999. For the six months ended June 2000, arthroscopy sales grew 4.0% to $74,600,000 and powered surgical instrument sales grew 49.4% to $55,600,000. Of the total increase in powered surgical instrument sales, 10.7% was due to internal growth while 38.7% was due to the Powered Instrument Acquisition in August 1999. Electrosurgery and patient care lines had sales of $68,700,000 in the first half of 2000, a decline of 5.1% from the same period a year ago. Cost of sales increased to $95,988,000 in the six months ended June 2000 compared to $86,367,000 in the six months ended June 1999 as a result of the increased sales volumes described above. The Company's gross margin percentage for the first half of 2000 was 51.7% compared to 52.4% for the first half of 1999. The decrease in gross margin percentage is largely the result of the effects of the decline in the value of the Euro and lower selling prices in the Company's surgical suction product lines in the second quarter as a result of increased competition. Selling and administrative costs increased to $62,219,000 in the six months ended June 2000 as compared to $53,116,000 in the six months ended June 1999. The increase in selling and administrative expense is a result of increased spending on sales and marketing programs in the second quarter of 2000 in an effort to increase market share, as well as increased spending associated with the increase in sales in the first half of 2000 as compared to the first half of 1999. Additionally, during the second quarter of 2000, the Company announced it would replace its arthroscopy direct sales force with non-stocking, exclusive sales agent groups in certain geographic regions of the United States. As a result, the Company recorded a nonrecurring severance charge of $1,509,000 in the second quarter of 2000 (Note 6) which is included in selling and administrative expense. As a result of the factors described above, as a percentage of sales, selling and administrative expense increased to 31.3% in the first half of 2000 as compared to 29.3% in the first half of 1999. Research and development expense increased to $6,978,000 in the six months ended June 2000 as compared to $5,798,000 in the six months ended 8 June 1999. As a percentage of sales, research and development expense increased to 3.5% of sales in the first half of 2000 as compared to 3.2% in the same period a year ago. These increases are the result of the company's increased investment in new product development. Interest expense for the six months ended June 2000 was $16,643,000 compared to $15,740,000 in the six months ended June 1999. In conjunction with the Powered Instrument Acquisition, the Company's existing credit facility was amended in the third quarter of 1999 to provide for an additional $40,000,000 loan commitment which was used to fund the acquisition purchase price. The increase in interest expense is primarily a result of these higher term loan borrowings. (See discussion under Liquidity and Capital Resources section of Management's Discussion and Analysis of Financial condition and Results of Operations). Liquidity and Capital Resources The Company's net working capital position decreased $1,833,000 or 1.7% to $107,693,000 at June 2000 compared to $109,526,000 at December 1999. Net cash provided by operations was $21,439,000 for the first six months of 2000 compared to $14,447,000 for the first six months of 1999. Operating cash flow was positively impacted by increases in accounts payable, income taxes payable and accrued interest as well as higher depreciation and amortization in the six months ended June 2000 as compared to the six months ended June 1999. Operating cash flow was negatively impacted by decreased net income, and increases in accounts receivable, inventories, prepaid expenses and other assets/liabilities. The increases in accounts payable, accrued income taxes, accrued interest, prepaid expenses and other assets/liabilities is primarily related to the timing of payment. The increase in accounts receivable and inventories is primarily related to the increase in sales. Net cash used by investing activities for the six months ended June 2000 consisted of $7,816,000 in capital expenditures as compared to $3,792,000 for the six months ended June 1999. Financing activities during the six months ended June 2000 consisted primarily of scheduled payments of $16,459,000 on the Company's term loans and $2,000,000 in borrowings on the Company's revolving credit facility. Financing activities during the six months ended June 1999 consisted primarily of scheduled payments of $11,509,000 on the Company's term loans and repayments of $5,000,000 on the Company's revolving credit facility. The Company's term loans under its credit facility at June 30, 2000 aggregate $217,365,000. The Company's term loans are repayable quarterly over remaining terms of approximately five years. The Company's credit facility also includes a $100,000,000 revolving credit facility which expires December 2002, of which $68,000,000 was available on June 30, 2000. The borrowings under the credit facility carry interest rates based on a spread over LIBOR or an alternative base interest rate. The covenants of the credit facility provide for increase and decrease to this interest rate spread based on the operating results of the Company. The weighted average interest rates at June 30, 2000 under the term loans and the revolving credit facility were 8.26% and 8.27%, respectively. Additionally, the Company is obligated to pay a fee of .375% per annum on the unused portion of the revolving credit facility. 9 The Company does not use derivative financial instruments for trading or other speculative purposes. Interest rate swaps, a form of derivative, are used to manage interest rate risk. Currently, the Company has entered into two interest rate swaps expiring in June 2001 and June 2003 which convert $100,000,000 of LIBOR-based floating rate debt under the Company's credit facility into fixed rate debt with a base interest rate averaging 6.50%. Provisions in one of the interest rate swaps cancels such agreement when LIBOR exceeds 7.35%. There were no material changes in the Company's market risk during the six months ended June 2000. For a detailed discussion of market risk, see the Company's Form 10-K for the year ended December 31, 1999, Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk. The credit facility is collateralized by all the Company's personal property. The credit facility contains covenants and restrictions which, among other things, require maintenance of certain working capital levels and financial ratios, prohibit dividend payments and restrict the incurrence of certain indebtedness and other activities, including acquisitions and dispositions. The Company is also required to make mandatory prepayments from net cash proceeds from any issue of equity and asset sales. The Notes are in aggregate principal amount of $130,000,000 and have a maturity date of March 15, 2008. The Notes bear interest at 9.0% per annum which is payable semi-annually. The indenture governing the Notes has certain restrictive covenants and provides for, among other things, mandatory and optional redemptions by the Company. The credit facility and Notes are guaranteed by each of the Company's subsidiaries. The Subsidiary Guarantees provide that each Subsidiary Guarantor will fully and unconditionally guarantee the Company's obligations on a joint and several basis. Each Subsidiary Guarantor is wholly-owned by the Company. Under the credit facility and Note indenture, the Company's subsidiaries are subject to the same covenants and restrictions that apply to the Company (except that the Subsidiary Guarantors are permitted to make dividend payments and distributions, including cash dividend payments, to the Company or another Subsidiary Guarantor). Management believes that cash generated from operations, its current cash resources and funds available under its credit facility will provide sufficient liquidity to ensure continued working capital for operations, debt service and funding of capital expenditures in the foreseeable future. Foreign Operations The Company's foreign operations are subject to special risks inherent in doing business outside the United States, including governmental instability, war and other international conflicts, civil and labor disturbances, requirements of local ownership, partial or total expropriation, nationalization, currency devaluation, foreign exchange controls and foreign laws and policies, each of which may limit the movement of assets or funds or result in the deprivation of contract rights or the taking of property without fair compensation. 10 Item 6. Exhibits and Reports on Form 8-K List of Exhibits Exhibit No. Description of Instrument ----------- ------------------------- 11 Computation of weighted average number of shares of common stock 27 Financial Data Schedule (included in EDGAR filing only) Reports on Form 8-K None 11 SIGNATURES 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) Date: August 11, 2000 /s/Robert D. Shallish, Jr. -------------------------- Robert D. Shallish, Jr. Vice President - Finance (Principal Financial Officer) 12 Exhibit Index Sequential Page Exhibit Number 11 - Computations of weighted average E-1 number of shares of common stock 27 - Financial Data Schedule (included in EDGAR filing only) 13 EX-11 2 0002.txt EXHIBIT 11 Computation of weighted average number of shares of common stock For the three For the six months ended June months ended June 1999 2000 1999 2000 ------ ------ ------ ------ Shares outstanding at beginning of period (net of 25,000 shares held in treasury) ....... 15,177 15,298 15,158 15,279 Weighted average shares issued ..... 58 13 46 19 ------ ------ ------ ------ Shares used in the calculation of Basic EPS (weighted average shares outstanding ......... 15,235 15,311 15,204 15,298 Effect of dilutive securities ...... 377 240 371 237 ------ ------ ------ ------ Shares used in the calculation of Diluted EPS .................... 15,612 15,551 15,575 15,535 ====== ====== ====== ====== E-1 EX-27 3 0003.txt
5 1,000 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 3,353 0 80,093 (1,333) 96,471 186,769 99,389 (38,563) 669,625 79,076 380,210 0 0 153 222,213 669,625 96,986 96,986 47,327 47,327 0 0 8,238 5,494 1,978 3,516 0 0 0 3,516 .23 .23
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