ConMed Corporation Announces Third Quarter 2009 Financial Results

UTICA, NY--(Marketwire - October 22, 2009) - CONMED Corporation (NASDAQ: CNMD) today announced financial results for the third quarter of 2009.

Sales for the third quarter ended September 30, 2009 were $175.5 million compared to $179.4 million in the same quarter of 2008. GAAP diluted earnings per share were $0.04 compared to $0.33 in the third quarter of 2008. Non-GAAP diluted earnings per share equaled $0.28 compared to non-GAAP diluted earnings per share of $0.37 in the 2008 third quarter. As discussed below under “Use of Non-GAAP Financial Measures,” the Company presents various non-GAAP financial measures in this release. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP. Please refer to the attached reconciliation between GAAP and non-GAAP financial measures.

For the nine months ended September 30, 2009, sales were $504.1 million compared to $562.9 million in the first nine months of 2008. GAAP diluted earnings per share were $0.25 for year-to-date September 2009 compared to $1.09 in the same period of 2008. Non-GAAP diluted earnings per share were $0.63 for the 2009 nine-month period compared to $1.20 in 2008.

“The Company’s third quarter financial results, excluding unusual items, were substantially better than we had anticipated due to increased sales volumes and more favorable foreign currency exchange rates. Sequentially, compared to the second quarter of 2009, sales increased approximately $11.0 million, reversing the historical seasonal trend of a decline from the second to the third quarter due to reduced summer surgical activity. Both our single-use and capital equipment sales were considerably stronger in the third quarter as compared to the first half of the year. We believe the sales volume increases we delivered in the third quarter are an indication that the economic trends that adversely impacted our industry late last year and in the first six months of this year, are beginning to moderate,” commented Mr. Joseph J. Corasanti, President and Chief Executive Officer.

As previously announced, the Company has taken various cost-cutting actions in response to the current economic environment, including, most recently, consolidating a division’s administrative functions within the Corporate headquarters, delaying hiring for certain open positions, reducing production where the Company believes it has sufficient finished goods on hand, freezing the defined benefit pension plan for U.S. employees, and continuing with the previously announced manufacturing restructuring. Our transition to the new manufacturing site in Mexico is now substantially complete, but we expect to incur additional restructuring costs through the end of 2009 as we close two Upstate New York plants, as well as the divisional administrative office. Over the final three months of 2009, we expect that such costs will approximate $2.5 million for the manufacturing sites and $1.8 million for the administrative office (further described below). The Company continues to review its total cost structure for reductions in areas that are not critical to CONMED’s long-term growth strategy.

International sales in the third quarter of 2009 were $77.2 million, representing 44.0% of total sales, and $223.8 million for the nine months ended September 30, 2009. Although currency exchange rates have improved compared to those of the first six months of 2009, compared to the rates in 2008, sales were reduced by $4.7 million in the third quarter of 2009, and $27.2 million for the nine months of 2009.

Outlook

Mr. Corasanti added, “As we look to the completion of 2009, we expect that the improving business trends of the third quarter should continue into the last quarter of the year. Consequently, we anticipate that fourth quarter 2009 sales should approximate $178 - $183 million and that non-GAAP earnings per share should approximate $0.30 - $0.35. For 2010, we are basing our expectations on continued measured improvement in the general economy, as well as foreign currency exchange rates similar to those experienced in the third quarter of 2009. Sales in 2010 are anticipated to be $715 - $725 million with non-GAAP diluted earnings per share estimated to be $1.20 - $1.30.”

The non-GAAP estimates for the fourth quarter of 2009 exclude the additional amortization of bond discount required by recently issued Financial Accounting Standards Board (“FASB”) guidance, the manufacturing restructuring costs and facility consolidation expenses expected to be incurred in 2009. The 2010 non-GAAP estimates exclude the amortization of bond discount and unusual costs, if any.

Endoscopic Technologies division consolidation

In July 2009, the Company began the process of consolidating the administrative functions of the Endoscopic Technologies division from its offices in Massachusetts to the Corporate Headquarters in Utica, New York. The sales force and product portfolio remain unchanged and CONMED Endoscopic Technologies will continue to operate as a separate division of the Company. In connection with this consolidation, we incurred costs of $0.3 million in the third quarter of 2009, including severance and other transitional costs. In the fourth quarter of 2009 we expect to incur similar costs, including lease termination expense, of $1.8 million. The third quarter 2009 costs are included in the GAAP earnings per share set forth above, and are excluded from the non-GAAP amount, as well as from the fourth quarter non-GAAP EPS estimate.

Product recall

During the third quarter of 2009, the Company announced a voluntary recall of certain model numbers of the PRO5 & PRO6 series battery handpieces and certain lots of the MC5057 Universal Cable used with certain of CONMED Linvatec’s electric powered handpieces. Current models of products are not affected. We have estimated that the recall costs will total approximately $6.0 million and have recorded this charge in the third quarter. The third quarter 2009 costs are included in the GAAP earnings per share set forth above, and are excluded from the non-GAAP amount.

Convertible bond repurchase

During the first quarter of 2009, the Company repurchased and retired $9.9 million face value of its 2.5% Convertible Notes at a discount of approximately 21%. The repurchase was substantially funded by CONMED’s own cash resources. The transaction resulted in a pre-tax gain to the 2009 nine-month financial statements of approximately $1.1 million, which is included in the GAAP earnings per share set forth above, and excluded from the non-GAAP amount.

U.S. pension plan

In March 2009, the Company gave notice that it would freeze the benefits of its defined benefit pension plan for United States employees. As has been widely reported, such plans have become increasingly difficult for companies to maintain because of the volatility in asset performance and required changes in the actuarial determination of plan liabilities. The Company’s first quarter 2009 financial statements include a non-cash net pre-tax gain of $1.9 million, comprised of a $4.4 million pension curtailment benefit offset by a $2.5 million first quarter pension charge. This net non-cash pre-tax gain is included in the nine-month GAAP earnings per share set forth above, and is excluded from the non-GAAP amount.

Manufacturing restructuring

As previously disclosed, the Company continues with its plan for restructuring certain of its manufacturing operations by consolidating locations in New York and moving certain production lines to its new manufacturing site in Mexico. Such expenses amounted to $3.3 million in the third quarter of 2009 and $11.2 million for the first nine months of the year. These amounts are included in the GAAP earnings per share set forth above, and excluded from the non-GAAP amounts. In the fourth quarter of 2009 we expect such restructuring costs to approximate $2.5 million and are excluded from the non-GAAP EPS estimate.

Convertible note interest expense

As disclosed in the past, and in accordance with recently issued FASB guidance, beginning in 2009, the Company is required to record the amortization of the bond discount related to its convertible notes to bring the effective interest rate to a level approximating that of a non-convertible note of similar size and tenor. For the third quarter of 2009 and the first nine months of 2009, the Company recorded additional non-cash pre-tax interest charges of $1.0 million and $3.1 million, respectively. The pronouncement also requires that a similar adjustment be made in previously issued financial statements to facilitate comparative analysis. Accordingly, the 2008 financial statements have been adjusted and include additional interest expense of $1.2 million in the third quarter and $3.7 million for the first nine months. These charges are included in the GAAP earnings per share set forth above, and excluded from the non-GAAP amounts.

Use of Non-GAAP Financial Measures

Management has disclosed financial measurements in this press announcement that present financial information that is not in accordance with Generally Accepted Accounting Principles (“GAAP”). These measurements are not a substitute for GAAP measurements, although Company management uses these measurements as aids in monitoring the Company’s on-going financial performance from quarter-to-quarter and year-to-year on a regular basis, and for benchmarking against other medical technology companies. Non-GAAP net income and non-GAAP earnings per share measure the income of the Company excluding unusual credits or charges that are considered by management to be outside of the normal on-going operations of the Company. Management uses and presents non-GAAP net income and non-GAAP earnings per share because management believes that in order to properly understand the Company’s short and long-term financial trends, the impact of unusual items should be eliminated from on-going operating activities. These adjustments for unusual items are derived from facts and circumstances that vary in frequency and impact on the Company’s results of operations. Management uses non-GAAP net income and non-GAAP earnings per share to forecast and evaluate the operational performance of the Company as well as to compare results of current periods to prior periods on a consistent basis. Non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. Investors should consider non-GAAP measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.

Conference call

The Company will webcast its third quarter 2009 conference call live over the Internet at 10:00 a.m. Eastern Time on Thursday, October 22, 2009. This webcast can be accessed from CONMED’s web site at www.conmed.com. Replays of the call will be made available through October 29, 2009.

CONMED Profile

CONMED is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures and patient 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 3,200 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, 2008; (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 CORPORATION Third Quarter Sales Summary Three Months Ended September 30, ------------------------------------------ Constant Currency 2008 2009 Growth Growth ---------- ---------- --------- --------- (in millions) Arthroscopy Single-use $ 47.8 $ 49.1 2.7% 5.9% Capital 21.7 19.6 -9.7% -6.9% ---------- ---------- --------- --------- 69.5 68.7 -1.2% 1.9% ---------- ---------- --------- --------- Powered Surgical Instruments Single-use 19.0 19.0 0.0% 4.2% Capital 19.8 18.3 -7.6% -4.5% ---------- ---------- --------- --------- 38.8 37.3 -3.9% -0.3% ---------- ---------- --------- --------- Electrosurgery Single-use 17.4 17.8 2.3% 3.4% Capital 6.1 6.3 3.3% 4.9% ---------- ---------- --------- --------- 23.5 24.1 2.6% 3.8% ---------- ---------- --------- --------- Endoscopic Technologies Single-use 13.0 12.2 -6.2% -3.8% ---------- ---------- --------- --------- Endosurgery Single-use and reposable 15.8 15.9 0.6% 3.2% ---------- ---------- --------- --------- Patient Care Single-use 18.8 17.3 -8.0% -7.4% ---------- ---------- --------- --------- Total Single-use and reposable 131.8 131.3 -0.4% 2.2% Capital 47.6 44.2 -7.1% -4.4% ---------- ---------- --------- --------- $ 179.4 $ 175.5 -2.2% 0.4% ========== ========== ========= ========= CONMED CORPORATION Nine-Month Sales Summary Nine Months Ended September 30, ------------------------------------------ Constant Currency 2008 2009 Growth Growth ---------- ---------- --------- --------- (in millions) Arthroscopy Single-use $ 150.6 $ 142.0 -5.7% 0.7% Capital 71.1 52.1 -26.7% -22.6% ---------- ---------- --------- --------- 221.7 194.1 -12.4% -6.8% ---------- ---------- --------- --------- Powered Surgical Instruments Single-use 60.2 56.2 -6.6% 1.7% Capital 58.9 47.4 -19.5% -14.1% ---------- ---------- --------- --------- 119.1 103.6 -13.0% -6.1% ---------- ---------- --------- --------- Electrosurgery Single-use 54.1 52.0 -3.9% -1.7% Capital 22.1 17.1 -22.6% -18.6% ---------- ---------- --------- --------- 76.2 69.1 -9.3% -6.6% ---------- ---------- --------- --------- Endoscopic Technologies Single-use 38.8 36.7 -5.4% -1.0% ---------- ---------- --------- --------- Endosurgery Single-use and reposable 48.2 47.8 -0.8% 3.3% ---------- ---------- --------- --------- Patient Care Single-use 58.9 52.8 -10.4% -9.3% ---------- ---------- --------- --------- Total Single-use and reposable 410.8 387.5 -5.7% -0.8% Capital 152.1 116.6 -23.3% -18.7% ---------- ---------- --------- --------- $ 562.9 $ 504.1 -10.4% -5.6% ========== ========== ========= ========= CONMED CORPORATION CONSOLIDATED STATEMENTS OF INCOME (in thousands except per share amounts) (unaudited) Three months ended Nine months ended September 30, September 30, (As Adjusted) (As Adjusted) 2008 2009 2008 2009 ---------- ---------- ---------- ---------- Net sales $ 179,409 $ 175,475 $ 562,937 $ 504,106 Cost of sales 84,721 85,674 268,584 254,017 Cost of sales, other - Note A - 2,165 1,011 8,789 ---------- ---------- ---------- ---------- Gross profit 94,688 87,636 293,342 241,300 ---------- ---------- ---------- ---------- Selling and administrative 67,768 67,480 205,963 193,480 Research and development 8,668 7,705 25,435 23,590 Other expense - Note B 709 7,449 709 6,847 ---------- ---------- ---------- ---------- 77,145 82,634 232,107 223,917 ---------- ---------- ---------- ---------- Income from operations 17,543 5,002 61,235 17,383 Gain on early extinguishment of debt - - - 1,083 Amortization of debt discount 1,243 1,018 3,667 3,076 Interest expense 2,444 2,042 8,057 5,297 ---------- ---------- ---------- ---------- Income before income taxes 13,856 1,942 49,511 10,093 Provision for income taxes 4,121 654 17,839 2,911 ---------- ---------- ---------- ---------- Net income $ 9,735 $ 1,288 $ 31,672 $ 7,182 ========== ========== ========== ========== Per share data: Net Income Basic $ 0.34 $ 0.04 $ 1.10 $ 0.25 Diluted 0.33 0.04 1.09 0.25 Weighted average common shares Basic 28,864 29,093 28,718 29,060 Diluted 29,415 29,183 29,189 29,096 Note A - Included in cost of sales, other, in the nine months ended September 30, 2008 is a $1.0 million purchase accounting fair value adjustment for inventory acquired in connection with the purchase of our Italian distributor. Included in cost of sales, other, in the three and nine months ended September 30, 2009 is $2.2 million and $8.8 million, respectively, in costs related to the startup of a new manufacturing facility in Chihuahua, Mexico and the consolidation of the Company’s three Utica, New York area manufacturing sites into a single facility. Note B - Included in other expense in the three and nine months ended September 30, 2008 are $0.7 million in costs related to the consolidation of the Company’s manufacturing and distribution sites. Included in other expense in the three months ended September 30, 2009 are $6.0 million in costs related to a voluntary product recall, $1.1 million in costs related to the consolidation of the Company’s distribution activities, and $0.3 million in costs related to the consolidation of the administrative functions of our Endoscopic Technologies division. Included in other expense in the nine months ended September 30, 2009 is a non-cash net pre-tax pension gain of $1.9 million, $6.0 million in costs related to a voluntary product recall, $2.4 million in costs related to the consolidation of the Company’s distribution activities, and $0.3 million in costs related to the consolidation of the administrative functions of our Endoscopic Technologies division. CONMED CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands) (unaudited) (As Adjusted) December 31, September 30, ASSETS 2008 2009 ------------ ------------ Current assets: Cash and cash equivalents $ 11,811 $ 14,217 Accounts receivable, net 96,515 108,825 Inventories 159,976 164,929 Deferred income taxes 14,742 15,362 Other current assets 11,218 12,784 ------------ ------------ Total current assets 294,262 316,117 Property, plant and equipment, net 143,737 146,397 Goodwill 290,245 290,379 Other intangible assets, net 195,939 192,101 Other assets 7,478 6,488 ------------ ------------ Total assets $ 931,661 $ 951,482 ============ ============ LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt $ 3,185 $ 2,142 Other current liabilities 71,729 78,642 ------------ ------------ Total current liabilities 74,914 80,784 Long-term debt 182,739 182,917 Deferred income taxes 88,468 98,868 Other long-term liabilities 45,325 18,300 ------------ ------------ Total liabilities 391,446 380,869 ------------ ------------ Shareholders’ equity: Capital accounts 256,874 261,161 Retained earnings 314,373 320,835 Accumulated other comprehensive income (loss) (31,032) (11,383) ------------ ------------ Total equity 540,215 570,613 ------------ ------------ Total liabilities and shareholders’ equity $ 931,661 $ 951,482 ============ ============ CONMED CORPORATION CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (in thousands) (unaudited) Nine months ended September 30, ---------------------- (As Adjusted) 2008 2009 ---------- ---------- Cash flows from operating activities: Net income $ 31,672 $ 7,182 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 23,847 26,991 Amortization of debt discount 3,667 3,076 Stock-based compensation expense 3,215 3,203 Deferred income taxes 16,626 2,805 Gain on early extinguishment of debt - (1,083) Sale of accounts receivable to (collections on behalf of) purchaser (5,000) (3,000) Increase (decrease) in cash flows from changes in assets and liabilities: Accounts receivable (1,398) (5,326) Inventories (2,973) (7,593) Accounts payable (2,205) (1,928) Income taxes receivable (payable) (953) (2,466) Accrued compensation and benefits 3,192 2,865 Other assets (1,966) (1,228) Other liabilities (8,038) 2,281 ---------- ---------- Net cash provided by operating activities 59,686 25,779 ---------- ---------- Cash flow from investing activities: Purchases of property, plant, and equipment (25,707) (17,090) Payments related to business acquisitions (22,033) (262) ---------- ---------- Net cash used in investing activities (47,740) (17,352) ---------- ---------- Cash flow from financing activities: Payments on debt (1,328) (9,857) Proceeds of debt - 7,000 Net proceeds from common stock issued under employee plans 7,048 360 Net change in cash overdrafts - (2,252) ---------- ---------- Net cash provided by (used in) financing activities 5,720 (4,749) ---------- ---------- Effect of exchange rate change on cash and cash equivalents 2,537 (1,272) ---------- ---------- Net increase in cash and cash equivalents 20,203 2,406 Cash and cash equivalents at beginning of period 11,695 11,811 ---------- ---------- Cash and cash equivalents at end of period $ 31,898 $ 14,217 ========== ========== CONMED CORPORATION RECONCILIATION OF REPORTED NET INCOME TO NON-GAAP NET INCOME BEFORE UNUSUAL ITEMS AND AMORTIZATION OF DEBT DISCOUNT (In thousands except per share amounts) (unaudited) Three months ended September 30, ---------------------- (As Adjusted) 2008 2009 ---------- ---------- Reported net income $ 9,735 $ 1,288 ---------- ---------- New plant / facility consolidation costs included in cost of sales - 2,165 ---------- ---------- Facility consolidation costs included in other expense 709 1,118 Product recall - 5,992 Endoscopic Technologies division consolidation - 339 ---------- ---------- Total other expense 709 7,449 ---------- ---------- Amortization of debt discount 1,243 1,018 ---------- ---------- Unusual expense before income taxes 1,952 10,632 Provision (benefit) for
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