-----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, Mwu3VCR0qU+HZVcLbvb9OB3NG0heyy+budQn2p755IASSZfzJrPEYvhMAuN5afwY s0Rtbv8jhmUg6IqQOgbVtA== 0000914317-03-002142.txt : 20030718 0000914317-03-002142.hdr.sgml : 20030718 20030718154456 ACCESSION NUMBER: 0000914317-03-002142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030717 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030718 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONMED CORP CENTRAL INDEX KEY: 0000816956 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 160977505 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16093 FILM NUMBER: 03793104 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: 525 FRENCH ROAD CITY: UTICA STATE: NY ZIP: 13502 8-K 1 form8k-53314_conmed.txt 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 17, 2003 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) (Zip Code) (315) 797-8375 (Registrant's telephone number, including area code) Item 7. Financial Statements and Exhibits (c) Exhibits The following is furnished as an Exhibit to this report: Exhibit No. Description of Exhibit 99.1 Press Release dated July 17, 2003, issued by CONMED Corporation Item 9. Regulation FD Disclosure This information is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8K. On July 17, 2003, CONMED Corporation issued a press release announcing second quarter and first half 2003 results. The press release is attached hereto as Exhibit 99.1 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 By:/s/ Robert D. Shallish, Jr. --------------------------- Vice President-Finance and Chief Financial Officer Date: July 18, 2003 EXHIBIT INDEX Exhibit No. Exhibit Description 99.1 Press Release, dated July 17, 2003, issued by CONMED Corporation EX-99.1 3 exhibit99-1.txt [GRAPHIC OMITTED] NEWS RELEASE Contact: CONMED Corporation Robert Shallish Chief Financial Officer 315-624-3206 Morgen-Walke Associates Investors: Lauren Levine, Lanie Fladell Media: Sean Leous 212-850-5600 FOR RELEASE: 7:00 AM (Eastern) July 17, 2003 CONMED Reports Record Quarterly Sales - Sales Increase 11.9% (9.4% at Constant Currency) to $124.5 Million - - Excluding Charges, Net Income Increases 13.3% To $10.2 Million - - Reported Net Income, Including Financing and Other Charges, Is $2.8 Million- Utica, New York, July 17, 2003 ----- CONMED Corporation (Nasdaq: CNMD) today announced financial results for the second quarter and six months ended June 30, 2003. Total sales for the quarter increased 11.9% (9.4% at constant currency) to $124.5 million compared to $111.3 million in last year's second quarter. For the 2003 second quarter, CONMED posted net income, excluding financing, acquisition, and other charges, of $10.2 million, up 13.3% from net income of $9.0 million for last year's second quarter. Diluted earnings per share excluding the charges grew to $0.35, on a 7% increase in diluted shares outstanding, compared to diluted earnings per share of $0.33 for the 2002 second quarter. In the 2003 second quarter, the Company recorded after-tax charges totaling $7.4 million related to the refinancing of the Company's senior subordinated 9% bonds, the acquisitions of Bionx and Core Dynamics, and settlement of certain pension obligations (please see below for full explanation). On a generally accepted accounting principles (GAAP) basis, including these charges, CONMED reported net income of $2.8 million, or $0.09 per diluted share for the second quarter of 2003. Commenting on the quarter, Mr. Joseph J. Corasanti, President and Chief Operating Officer, said, "CONMED had a very strong second quarter, with revenue growth exceeding our projections across almost all product lines. Most notable was the performance of our powered instruments, electrosurgery and endoscopy business segments--all of which either met or exceeded our expectations thanks to the success of new products and the efforts of our devoted sales teams. Additionally, from an expense control standpoint, we were able to refinance all of our 9% senior subordinated bonds and as such will have substantially lower interest costs going forward." CONMED NEWS RELEASE CONTINUED: Page 2 of 8 July 17, 2003 The Company's Arthroscopy sales were $44.4 million, including $4.1 million in sales from Bionx Implants, Inc., which was acquired by CONMED on March 10, 2003, compared to $41.2 million in the second quarter of last year. Organic sales for arthroscopy were slightly softer than the prior year's second quarter, as a 5% increase in sales of resection shaver blades was offset by modest declines in sales of video systems and fluid management products. Second quarter Powered Surgical Instrument sales grew 10% to $29.7 million compared to $27.0 million last year, reflecting continued growth in demand for the PowerPro(R) group of products. Electrosurgery revenues increased 11% to $18.9 million compared to $17.0 million in the prior year's second quarter, due to strong sales of the Company's new generator. Patient Care sales grew 4% to $17.7 million over the $17.1 million recorded in the second quarter of 2002. Endoscopy sales increased 32% to $11.9 million compared to $9.0 million in the same quarter a year ago. Organic sales growth in Endoscopy was 12%, rebounding from flat sales in the first quarter of 2003. The remainder of sales growth in Endoscopy came from Core Dynamics, acquired by CONMED on December 31, 2002, which contributed $1.8 million for the second quarter. The Integrated Systems product line, which CONMED obtained through its acquisitions of ValMed and Nortrex in the fourth quarter of 2002, contributed $1.9 million to total revenue for the 2003 second quarter. Mr. Corasanti continued, "As demonstrated by our strong powered instruments sales, our PowerPro(R) line of battery powered surgical instruments continues to build momentum within the medical community, fueled by a 21% increase in large bone product sales. Additionally, our distribution agreement with DePuy is moving forward, as PowerPro(R) sales to DePuy grew sequentially from the first quarter. In Electrosurgery, our 11% growth was led by our newly released Series 5000 electrosugical generators. We continue to be very excited by the many opportunities in Endoscopy and Integrated Systems and believe that these businesses will fuel much growth for CONMED over the coming years." Mr. Corasanti added, "We are making solid progress in expanding our orthopedic sales force to maximize coverage in key markets for arthroscopy and powered instruments. Since announcing our sales strategy this past April, we have added 30 sales professionals and remain committed to our stated goal of adding a total of 50 professionals to our orthopedic sales team over the next twelve months." For the six months ended June 30, 2003, CONMED reported revenues of $242.6 million, up 8% from the $224.5 million in the first half of last year. Net income, excluding special charges and credits, for the first half of this year grew to $20.2 million, or $0.69 per diluted share, on a 10.5% increase in diluted shares outstanding, compared to net income of $18.0 million, or $0.68 per diluted share, for the six months ended June 30, 2002 (please see below for full explanation of the special charges and credits). On a GAAP basis, including these charges and credits, CONMED reported net income of $17.3 million, or $0.59 per diluted share for the six months ended June 30, 2003. Mr. Corasanti concluded, "Seasonally, the upcoming third quarter tends to be our softest in terms of sales, due to the combination of fewer elective surgeries performed and overall slowness in European business during the summer months. Accordingly, for the 2003 third quarter, we expect to generate revenues of approximately $117 million to $122 million, and diluted earnings per share, reflecting the reduced interest rates, in the range of $0.35 to $0.38, excluding special charges, if any. For the full year of 2003, we remain comfortable with our forecast for top-line growth of 10% over 2002 levels and diluted earnings per share, reflecting the reduced interest costs, in the range of $1.47 to $1.51 excluding the special charges and credits. (Please see paragraph below on reconciliation of forecasted earnings per share)." CONMED NEWS RELEASE CONTINUED: Page 3 of 8 July 17, 2003 Explanation of Unusual Charges and Credits As previously disclosed, on June 30, 2003, the Company refinanced all of its outstanding 9% senior subordinated notes with the proceeds of a $160 million expansion of the term loan component of its senior credit facility. The Company expensed a total of $7.9 million of pre-tax costs in the second quarter of 2003 associated with the refinancing consisting of the call premium on the notes of $5.7 million and $2.2 million (non-cash) for the unamortized deferred financing fees associated with original issue of the notes. The current interest rate on the term loan expansion is equivalent to LIBOR plus 2.75%, for an approximate total of 4.0%. During the second quarter of 2003, CONMED recorded pre-tax acquisition related charges associated with the acquisitions of Bionx and Core Dynamics amounting to $1.5 million for various transitional activities. In the second quarter of 2003, the Company's pension plan settled pension obligations with certain terminated employees, primarily with regard to the sales-force reorganization on April 1, 2003, by lump-sum payment of accrued benefits. Because Department of Labor rules with respect to lump-sum payment calculations are different than the pension plan's assumptions regarding discount rates, a non-cash, pre-tax loss was incurred amounting to $2.1 million. The Company recorded this expense in the second quarter of 2003. In the first quarter of 2003, the Company recorded a special credit to income that, together with first quarter acquisition charges, affected the Company's results for the six months ended June 30, 2003. As previously announced, in March 2003, the Company received $9.5 million as a settlement of a dispute related to the 1997 acquisition of its orthopedic subsidiary, Linvatec Corporation. Accordingly, the Company recorded the settlement, less estimated legal expenses of $0.5 million, as a pre-tax gain of $9.0 million in the first quarter of 2003. Offsetting this gain in the first quarter of 2003, were pre-tax charges totaling $1.7 million associated with the integration of the Company's previously announced Bionx, Core and ValMed acquisitions. In addition, the Company incurred a $0.2 million pre-tax expense related to the purchase on the open market of $2.6 million of the Company's 9% subordinated bonds. Reconciliation of Forecasted Earnings Per Share The diluted earnings per share forecasted range of $0.35 to $0.38 for the third quarter 2003 excludes any potential additional pension settlement charges and acquisition related charges for the Bionx acquisition which, if they occur, are not presently quantifiable. The Company expects to record in an in-process research and development write-off associated with the Bionx acquisition once an independent valuation has been completed, most likely in the third quarter of 2003. The diluted earnings per share forecasted range of $1.47 to $1.51 for the year 2003 excludes the earnings per share net benefit of the lawsuit settlement gain, acquisition, financing and pension settlement related charges recorded in the first and second quarters of 2003 (explained above), and any potential pension settlement and acquisition related charges which may occur in the third and fourth quarters of 2003 which, if they occur, are not presently quantifiable. CONMED NEWS RELEASE CONTINUED: Page 4 of 8 July 17, 2003 CONMED Profile CONMED is a medical technology company specializing in instruments, implants, and video equipment for arthroscopic sports medicine, and powered surgical instruments, such as drills and saws, for orthopedic, ENT, neuro-surgery, and other surgical specialties. The Company is also a leading developer, manufacturer and supplier of RF electrosurgery systems used routinely to cut and cauterize tissue in nearly all types of surgical procedures worldwide, endoscopy products such as trocars, clip appliers, scissors, and surgical staplers. The Company offers integrated operating room design and intensive care unit service managers. The Company also manufactures and sells a full line of ECG electrodes for heart monitoring and other patient care products. Headquartered in Utica, New York, the Company's 2,600 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, 2002; (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 8 July 17, 2003
CONMED CORPORATION CONSOLIDATED STATEMENTS OF INCOME (in thousands except per share amounts) (unaudited) Three months ended Six months ended June 30, June 30, -------- -------- 2002 2003 2002 2003 ---- ---- ---- ---- Net sales .......................... $111,269 $124,540 $224,474 $242,574 Cost of sales ...................... 51,711 59,082 105,815 115,048 Cost of sales, nonrecurring - Note A -- 327 -- 739 -------- -------- -------- -------- Gross profit ....................... 59,558 65,131 118,659 126,787 Selling and administrative ......... 35,141 39,353 69,609 76,498 Research and development ........... 4,078 4,378 7,902 8,081 Other expense - Note B, C .......... -- 11,222 -- 3,730 -------- -------- -------- -------- 39,219 54,953 77,511 88,309 -------- -------- -------- -------- Income from operations ............. 20,339 10,178 41,148 38,478 Interest expense ................... 6,355 5,861 12,983 11,399 -------- -------- -------- -------- Income before income taxes ......... 13,984 4,317 28,165 27,079 Provision for income taxes ......... 5,034 1,554 10,139 9,748 -------- -------- -------- -------- Net income ......................... $ 8,950 $ 2,763 $ 18,026 $ 17,331 ======== ======== ======== ======== Per share data: Net Income Basic .......................... $ .34 $ .10 $ .70 $ .60 Diluted ........................ .33 .09 .68 .59 Weighted average common shares Basic .......................... 26,584 28,910 25,735 28,892 Diluted ........................ 27,359 29,212 26,422 29,195
Note A - Included in cost of sales in the three and six months ended June 30, - ------ 2003 are $.3 million and $.7 million, respectively, in acquisition-related costs Note B - Included in other expense in the three months ended June 30, 2003 are - ------ the following: $7.9 million in losses on the early extinguishment of debt; $2.1 million in pension settlement costs; and $1.2 million in other acquisition-related costs. Note C - Included in other expense in the six months ended June 30, 2003 are the - ------ following: a $9.0 million gain on the settlement of a contractual dispute; $8.1 million in losses on the early extinguishment of debt; $2.1 million in pension settlement costs; and $2.5 million in other acquisition-related costs. CONMED NEWS RELEASE CONTINUED: Page 6 of 8 July 17, 2003
CONMED CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands) ASSETS (unaudited) December 31, June 30, 2002 2003 ---- ---- Current assets: Cash and cash equivalents ............................................. $ 5,626 $ 2,360 Accounts receivable, net .............................................. 58,093 63,242 Inventories ........................................................... 120,443 128,099 Other current assets .................................................. 9,504 9,851 --------- --------- Total current assets .............................................. 193,666 203,552 Property, plant and equipment, net ........................................ 95,608 96,109 Goodwill and other assets, net ............................................ 452,866 497,299 --------- --------- Total assets ...................................................... $ 742,140 $ 796,960 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt ..................................... $ 2,631 $ 4,061 Accrued interest ...................................................... 3,794 510 Other current liabilities ............................................. 51,549 50,699 --------- --------- Total current liabilities ......................................... 57,974 55,270 Long-term debt ............................................................ 254,756 285,451 Other long-term liabilities ............................................... 42,471 46,466 --------- --------- Total liabilities ................................................. 355,201 387,187 --------- --------- Shareholders' equity: Capital accounts ...................................................... 231,701 234,361 Retained earnings ..................................................... 162,391 179,722 Accumulated other comprehensive loss .................................. (7,153) (4,310) --------- --------- Total equity ...................................................... 386,939 409,773 --------- --------- Total liabilities and shareholders' equity ....................... $ 742,140 $ 796,960 ========= =========
OTHER FINANCIAL INFORMATION (unaudited, in thousands) Three months ended Six months ended ------------------ ---------------- June 30, June 30, -------- -------- 2002 2003 2002 2003 ---- ---- ---- ---- Depreciation ....... $2,198 $2,534 $4,404 $4,908 Amortization ....... 3,029 3,375 5,809 6,321 Capital expenditures 5,220 2,241 8,428 3,951 CONMED NEWS RELEASE CONTINUED: Page 7 of 8 July 17, 2003
CONMED CORPORATION RECONCILIATION OF REPORTED NET INCOME TO NET INCOME BEFORE NONRECURRING ITEMS (In thousands except per share amounts) (unaudited) Three months ended June 30, -------- 2002 2003 ---- ---- Reported net income (loss) ................................. $ 8,950 $ 2,763 -------- -------- Acquisition-related costs included in cost of sales ................................... -- 327 -------- -------- Pension settlement costs ................................... -- 2,081 Other acquisition-related costs ............................ -- 1,229 Loss on early extinguishment of debt ....................... -- 7,912 -------- -------- Other expense .............................................. -- 11,222 -------- -------- Nonrecurring expense before income taxes ................... -- 11,549 Provision (benefit) for income taxes on nonrecurring expense -- (4,157) -------- -------- Net income before nonrecurring items ....................... $ 8,950 $ 10,155 ======== ======== Per share data: Reported net income Basic ................................................ $ 0.34 $ 0.10 Diluted .............................................. 0.33 0.09 Net income before nonrecurring items Basic ............................................... $ 0.34 $ 0.35 Diluted ............................................ 0.33 0.35
Management has provided the above reconciliation of net income before nonrecurring 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 July 17, 2003
CONMED CORPORATION RECONCILIATION OF REPORTED NET INCOME TO NET INCOME BEFORE NONRECURRING ITEMS (In thousands except per share amounts) (unaudited) Six months ended June 30, 2002 2003 Reported net income ........................................ $ 18,026 $ 17,331 -------- -------- Acquisition-related costs included in cost of sales ................................... -- 739 -------- -------- Gain on settlement of a contractual dispute, net of legal costs ................................. -- (9,000) Pension settlement costs ................................... -- 2,081 Other acquisition-related costs ............................ -- 2,571 Loss on early extinguishment of debt ....................... -- 8,078 -------- -------- Other expense .............................................. -- 3,730 -------- -------- Nonrecurring expense before income taxes ................... -- 4,469 Provision (benefit) for income taxes on nonrecurring expense -- (1,608) -------- -------- Net income before nonrecurring items ....................... $ 18,026 $ 20,192 ======== ======== Per share data: Reported net income Basic ................................................ $ 0.70 $ 0.60 Diluted .............................................. 0.68 0.59 Net income before nonrecurring items Basic ................................................ $ 0.70 $ 0.70 Diluted .............................................. 0.68 0.69
Management has provided the above reconciliation of net income before nonrecurring 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. -----END PRIVACY-ENHANCED MESSAGE-----