Annual Reports

 
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  • 10-Q (Oct 24, 2014)
  • 10-Q (Jul 25, 2014)
  • 10-Q (Apr 25, 2014)
  • 10-Q (Oct 28, 2013)
  • 10-Q (Jul 29, 2013)
  • 10-Q (Apr 29, 2013)

 
8-K

 
Other

CONMED 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.1
form10q-109614_cnmd.htm


UNITED STATES
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 quarterly period ended
Commission File Number
June 30, 2010
0-16093

CONMED CORPORATION
(Exact name of the registrant as specified in its charter)
 
 New York  16-0977505
(State or other jurisdiction of
incorporation or organization)
 
 
(I.R.S. Employer
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)

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 o                                          

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). x
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer o  Accelerated filer x  Non-accelerated filer o  Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o   No x                            

The number of shares outstanding of registrant's common stock, as of July 29, 2010 is 28,792,753 shares.



 
 

 
 
CONMED CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2010
 
PART I FINANCIAL INFORMATION
 
Item Number
 
Page
 
       
Item 1.
Financial Statements (unaudited)
   
       
  1  
       
  2  
       
  3  
       
  4  
       
Item 2.
15  
       
Item 3.
33  
       
Item 4.
33  
       
PART II OTHER INFORMATION
 
       
Item 1.
33  
       
Item 2.
34  
       
Item 6.
35  
       
Signatures
  36  
 
 
 

 

PART I                      FINANCIAL INFORMATION
Item 1.
CONMED CORPORATION
 (Unaudited, in thousands except per share amounts)
 
   
Three Months Ended
   
Six Months Ended
 
    June 30,    
June 30,
 
   
2009
   
2010
   
2009
   
2010
 
                         
Net sales
  $ 164,569     $ 181,086     $ 328,631     $ 357,451  
                                 
Cost of sales
    87,257       87,403       174,967       171,973  
                                 
Gross profit
    77,312       93,683       153,664       185,478  
                                 
Selling and administrative expense
    64,147       71,494       126,000       142,046  
                                 
Research and development expense
    7,396       6,441       15,885       14,123  
                                 
Other expense (income)
    734       970       (602     970  
                                 
      72,277       78,905       141,283       157,139  
                                 
Income from operations
    5,035       14,778       12,381       28,339  
                                 
Gain (loss) on early extinguishment of debt
    -       (79     1,083       (79 )
                                 
Amortization of debt discount
    1,013       1,056       2,058       2,108  
                                 
Interest expense
    1,767       1,771       3,255       3,520  
                                 
Income before income taxes
    2,255       11,872       8,151       22,632  
                                 
Provision for income taxes
    846       4,566       2,257       8,007  
                                 
Net income
  $ 1,409     $ 7,306     $ 5,894     $ 14,625  
                                 
                                 
Per share data:
                               
                                 
Net Income
                               
Basic
  $ .05     $ .25     $ .20     $ .50  
Diluted
    .05       .25       .20       .50  
                                 
Weighted average common shares
                               
Basic
    29,056       29,100       29,043       29,125  
Diluted
    29,082       29,295       29,071       29,342  

See notes to consolidated condensed financial statements.
 
 
1

 

CONMED CORPORATION
(Unaudited, in thousands except share and per share amounts)

   
December 31,
   
June 30,
 
   
2009
   
2010
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 10,098     $ 8,490  
Accounts receivable, net
    126,162       142,801  
Inventories
    164,275       170,816  
Deferred income taxes
    14,782       13,764  
Prepaid expenses and other current assets
    10,293       13,125  
Total current assets
    325,610       348,996  
Property, plant and equipment, net
    143,502       142,070  
Deferred income taxes
    1,953       2,002  
Goodwill
    290,505       295,111  
Other intangible assets, net
    190,849       192,971  
Other assets
    5,994       5,595  
Total assets
  $ 958,413     $ 986,745  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current liabilities:
               
Current portion of long-term debt
  $ 2,174     $ 33,208  
Accounts payable
    26,210       30,501  
Accrued compensation and benefits
    25,955       25,595  
Income taxes payable
    677       603  
Other current liabilities
    24,091       16,825  
Total current liabilities
    79,107       106,732  
                 
Long-term debt
    182,195       170,366  
Deferred income taxes
    97,916       107,091  
Other long-term liabilities
    22,680       24,164  
Total liabilities
    381,898       408,353  
                 
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; 31,299,203 shares issued in 2009 and 2010, respectively
    313       313  
Paid-in capital
    317,366       317,409  
Retained earnings
    325,370       339,362  
Accumulated other comprehensive loss
    (12,405 )     (17,881 )
Less: 2,149,832 and 2,513,751 shares of common stock in treasury, at cost in 2009 and 2010, respectively
    (54,129 )     (60,811 )
Total shareholders’ equity
    576,515       578,392  
Total liabilities and shareholders’ equity
  $ 958,413     $ 986,745  
 
See notes to consolidated condensed financial statements.
 
 
2

 
 
CONMED CORPORATION
 (Unaudited, in thousands)
   
Six months ended
 
   
June 30,
 
   
2009
   
2010
 
             
Cash flows from operating activities:
           
Net income
  $ 5,894     $ 14,625  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    8,281       8,449  
Amortization of debt discount
    2,058       2,108  
Amortization, all other
    9,100       10,024  
Stock-based compensation expense
    2,090       2,082  
Deferred income taxes
    3,129       7,239  
(Gain) loss on early extinguishment of debt
    (1,083 )     79  
Sale of accounts receivable to (collections on behalf of) purchaser (Note 13)
    (3,000 )     (29,000 )
Increase (decrease) in cash flows from changes in assets and liabilities:
               
Accounts receivable
    7,999       8,718  
Inventories
    (4,319 )     (16,167 )
Accounts payable
    (7,774 )     6,100  
Income taxes payable
    (1,901 )     (125 )
Accrued compensation and benefits
    (2,996 )     90  
Other assets
    (830 )     (2,884 )
Other liabilities
    (2,661 )     (5,815 )
      8,093       (9,102 )
Net cash provided by operating activities
    13,987       5,523  
                 
Cash flows from investing activities:
               
Purchases of property, plant, and equipment
    (12,032 )     (7,163 )
Payments related to business acquisitions
    (188 )     (5,157 )
Net cash used in investing activities
    (12,220 )     (12,320 )
                 
Cash flows from financing activities:
               
Net proceeds from common stock issued under employee plans
    238       789  
Repurchase of treasury stock
    -       (9,471 )
Payments on senior credit agreement
    (675 )     (10,675 )
Proceeds of senior credit agreement
    9,000       -  
Payments on mortgage notes
    (1,036 )     (404 )
Proceeds from secured borrowings, net (Note 13)
    -       31,000  
Payments on senior subordinated notes
    (7,808 )     (2,933 )
Net change in cash overdrafts
    (1,579 )     (2,068 )
Net cash provided by (used in) financing activities
    (1,860 )     6,238  
                 
Effect of exchange rate changes on cash and cash equivalents
    (1,039 )     (1,049 )
                 
Net decrease in cash and cash equivalents
    (1,132 )     (1,608 )
                 
Cash and cash equivalents at beginning of period
    11,811       10,098  
                 
Cash and cash equivalents at end of period
  $ 10,679     $ 8,490  
 
See notes to consolidated condensed financial statements.
 
 
3

 

CONMED CORPORATION
(Unaudited, in thousands except per share amounts)

Note 1 – Operations

CONMED Corporation (“CONMED”, the “Company”, “we” or “us”) is a medical technology company with an emphasis on surgical devices and equipment for minimally invasive procedures and monitoring.  The Company’s products serve the clinical areas of arthroscopy, powered surgical instruments, electrosurgery, cardiac monitoring disposables, endosurgery and endoscopic technologies.  They are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery, and gastroenterology.

Note 2 - Interim financial information

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements.  Results for the period ended June 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

The consolidated condensed financial statements and notes thereto should be read in conjunction with the financial statements and notes for the year-ended December 31, 2009 included in our Annual Report on Form 10-K.


Note 3 – Other comprehensive income

Comprehensive income consists of the following:
 
   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2009
   
2010
   
2009
   
2010
 
                         
Net income
  $ 1,409     $ 7,306     $ 5,894     $ 14,625  
                                 
Other comprehensive income:
                               
Pension liability, net of income tax
    198       207       12,547       414  
Cash flow hedging gain, net of income tax
    -       858       -       1,464  
Foreign currency translation adjustment
    6,459       (5,786 )     3,063       (7,354 )
                                 
Comprehensive income
  $ 8,066     $ 2,585     $ 21,504     $ 9,149  
 
 
4

 
 
Accumulated other comprehensive income (loss) consists of the following:

   
Cash Flow
Hedging
Gain
   
 
Pension
Liability
   
Cumulative
Translation
Adjustments
   
Accumulated
Other
Comprehensive
Income (loss)
 
                         
Balance, December 31, 2009
  $ 76     $ (16,282 )   $ 3,801     $ (12,405 )
                                 
Pension liability, net of income tax
    -       414       -       414  
                                 
Cash flow hedging gain, net of income tax
    1,464       -       -       1,464  
                                 
Foreign currency translation adjustments
    -       -       (7,354 )     (7,354 )
                                 
Balance, June 30, 2010
  $ 1,540     $ (15,868 )   $ (3,553 )   $ (17,881 )

Note 4 – Fair Value of Financial Instruments
 
 We enter into derivative instruments for risk management purposes only.  We operate internationally and, in the normal course of business, are exposed to fluctuations in interest rates, foreign exchange rates and commodity prices. These fluctuations can increase the costs of financing, investing and operating the business. We use forward contracts, a type of derivative instrument, to manage certain foreign currency exposures.
 
By nature, all financial instruments involve market and credit risks. We enter into forward contracts with major investment grade financial institutions and have policies to monitor the credit risk of those counterparties.  While there can be no assurance, we do not anticipate any material non-performance by any of these counterparties.
 
Foreign Currency Forward Contracts.> We hedge forecasted intercompany sales denominated in foreign currencies through the use of forward contracts.   We account for these forward contracts as cash flow hedges.  To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in current earnings but are included in Accumulated Other Comprehensive Loss.  These changes in fair value will be recognized into earnings as a component of sales when the forecasted transaction occurs.  The notional contract amounts for forward contracts outstanding at June 30, 2010 which have been accounted for as cash flow hedges totaled $32.3 million.  Net realized gains recognized for forward contracts accounted for as cash flow hedges approximated $1.3 million and $2.2 million for the three and six months ended June 30, 2010, respectively.  Net unrealized gains on forward contracts outstanding which have been accounted for as cash flow hedges and which have been included in other comprehensive income (loss) totaled $1.5 million at June 30, 2010.  It is expected these unrealized gains will be recognized in income in 2010 and 2011.
 
We also enter into forward contracts to exchange foreign currencies for United States dollars in order to hedge our currency transaction exposures on intercompany receivables denominated in foreign currencies.  These forward contracts settle each month at month-end, at which time we enter into new forward contracts.  We have not designated these forward contracts as hedges and have not applied hedge accounting to them.  The notional contract amounts for forward contracts outstanding at June 30, 2010 which have not been designated as hedges totaled $30.2 million.  Net realized gains recognized in connection with those forward contracts not accounted for as hedges approximated $1.0 million and $1.3 million for the three and six months ended June 30, 2010, offsetting losses on our intercompany receivables of $0.1 million and $0.8 million for the three and six months ended June 30, 2010, respectively.  These gains and losses have been recorded in selling and administrative expense in the consolidated statements of income.
 
 
5

 
 
 
 
We record these forward foreign exchange contracts at fair value; the following table summarizes the fair value for forward foreign exchange contracts outstanding at June 30, 2010:
 
 
Asset
Balance Sheet Location
 
Fair Value
 
Liabilities Balance Sheet Location
 
Fair Value
   
Net Fair Value
 
Derivatives designated as hedged instruments:
                     
                       
 
Foreign Exchange Contracts
Prepaid Expenses and other current assets
  $  2,495  
Prepaid Expenses and other current assets
  $ (53 )   $  2,442  
                             
Derivatives not designated as hedging instruments:
                           
                             
 
Foreign Exchange Contracts
Prepaid Expenses and other current assets
     -  
Prepaid Expenses and other current assets
    (59 )     (59 )
                             
Total derivatives
    $ 2,495       $ (112 )   $ 2,383  
 
Our forward foreign exchange contracts are subject to a master netting agreement and qualify for netting in the consolidated balance sheets.  Accordingly, we have recorded the net fair value of $2.4 million in prepaid expenses and other current assets.
 

As of June 30, 2010, we do not have any significant non-recurring measurements of nonfinancial assets and nonfinancial liabilities.
 
Valuation Hierarchy. >A valuation hierarchy was established for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from or corroborated by observable market data through correlation. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
 
 
6

 
 
 
 
Valuation Techniques.> Liabilities carried at fair value and measured on a recurring basis as of June 30, 2010 consist of forward foreign exchange contracts and two embedded derivatives associated with our 2.50% convertible senior subordinated notes (the “Notes”).  The value of the forward foreign exchange contract liabilities was determined within Level 2 of the valuation hierarchy and is listed in the table above.  The value of the two embedded derivatives associated with the Notes was determined within Level 2 of the valuation hierarchy and was not material either individually or in the aggregate to our financial position, results of operations or cash flows.
 
The carrying amounts reported in our balance sheets for cash and cash equivalents, accounts receivable, accounts payable and long-term debt excluding the 2.50% convertible senior subordinated notes approximate fair value.  The fair value of the Notes approximated $108.3 million and $108.9 million at December 31, 2009 and June 30, 2010, respectively, based on their quoted market price.  The carrying value of the Notes approximated $115.1 million and $112.1 million at December 31, 2009 and June 30, 2010, respectively.  During the quarter ended June 30, 2010, we repurchased and retired $3.0 million of the Notes for $2.9 million and recorded a loss on the early extinguishment of debt of $0.1 million.

Note 5 - Inventories

Inventories consist of the following:
 
   
December 31,
2009
   
June 30,
2010
 
             
Raw materials
  $ 48,959     $ 48,662  
Work-in-process
    17,203       18,027  
Finished goods
    98,113       104,127  
Total
  $ 164,275     $ 170,816  
 
Note 6 – Earnings per share

Basic earnings per share (“basic EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding resulting from employee stock options, restricted stock units and stock appreciation rights (“SARs”) during the period. The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2009 and 2010.
 
   
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
   
2009
   
2010
   
2009
   
2010
 
                         
Net income
  $ 1,409     $ 7,306     $ 5,894     $ 14,625  
                                 
Basic – weighted average shares outstanding
    29,056       29,100       29,043       29,125  
                                 
Effect of dilutive potential securities
    26       195       28       217  
 
                               
Diluted – weighted average shares outstanding
    29,082       29,295       29,071       29,342  
                                 
Net Income
                               
Basic
  $ .05     $ .25     $ .20     $ .50  
Diluted
    .05       .25       .20       .50  
                              
 
7

 
 
The shares used in the calculation of diluted EPS exclude options and SARs to purchase shares where the exercise price was greater than the average market price of common shares for the period.  Shares excluded from the calculation of diluted EPS aggregated 2.5 million for both the three and six months ended June 30, 2009, respectively. Shares excluded from the calculation of diluted EPS aggregated 1.5 million and 1.4 million for the three and six months ended June 30, 2010, respectively.  The shares used in the calculation of diluted EPS also exclude potential shares issuable under the Notes.  Upon conversion of the Notes, the holder of each Note will receive the conversion value of the Note payable in cash up to the principal amount of the Note and CONMED common stock for the Note's conversion value in excess of such principal amount.  As of June 30, 2010, our share price has not exceeded the conversion price of the Notes, therefore the conversion value was less than the principal amount of the Notes.  Accordingly, under the net share settlement method, there were no potential shares issuable under the Notes to be used in the calculation of diluted EPS.  The maximum number of shares we may issue with respect to the Notes is 5,750,000.

Note 7 – Goodwill and other intangible assets

The changes in the net carrying amount of goodwill for the six months ended June 30, 2010 are as follows:

Balance as of January 1, 2010
  $ 290,505  
         
Adjustments to goodwill resulting from business acquisitions finalized
    4,243  
         
Foreign currency translation
     363  
         
Balance as of June 30, 2010
  $ 295,111  
 
Total accumulated impairment losses (associated with our CONMED Endoscopic Technologies operating unit) aggregated $46,689 at December 31, 2009 and June 30, 2010.
 
Goodwill associated with each of our principal operating units is as follows:

   
December 31,
   
June 30,
 
   
2009
   
2010
 
             
CONMED Electrosurgery
  $ 16,645     $ 16,645  
 
               
CONMED Endosurgery
    42,439       42,439  
                 
CONMED Linvatec
    171,397       175,860  
                 
CONMED Patient Care
    60,024       60,167  
                 
Balance
  $ 290,505     $ 295,111  

 
8

 
 
Other intangible assets consist of the following:

   
December 31, 2009
   
June 30, 2010
 
   
Gross
Carrying
Amount
   
Accumulated
Amortization
   
Gross
Carrying
Amount
   
Accumulated
Amortization
 
Amortized intangible assets:
       
 
             
                         
Customer relationships
  $ 127,594     $ (36,490 )   $ 127,594     $ (38,638 )
                                 
Patents and other intangible assets
    41,809       (30,408 )     46,982       (31,311 )
                                 
Unamortized intangible assets:
                               
                                 
Trademarks and tradenames
     88,344       -        88,344       -  
                                 
    $ 257,747     $ (66,898 )   $ 262,920     $ (69,949 )
 
Other intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses.  The weighted average amortization period for intangible assets which are amortized is 25 years.  Customer relationships are being amortized over a weighted average life of 32 years.  Patents and other intangible assets are being amortized over a weighted average life of 15 years.  

Amortization expense related to intangible assets which are subject to amortization totaled $1,550 and $3,103 in the three and six months ended June 30, 2009, respectively, and $1,528 and $3,051 in the three and six months ended June 30, 2010, respectively, and is included in selling and administrative expense on the consolidated condensed statements of income.
 
The estimated amortization expense for the year ending December 31, 2010, including the six month period ended June 30, 2010 and for each of the five succeeding years is as follows:

2010
6,113  
2011
5,862  
2012
5,862  
2013
5,633  
2014
5,044  
2015
4,568  

Note 8 — Guarantees

We provide warranties on certain of our products at the time of sale.  The standard warranty period for our capital and reusable equipment is generally one
 
 
9

 
 
year.  Liability under service and warranty policies is based upon a review of historical warranty and service claim experience.  Adjustments are made to accruals as claim data and historical experience warrant.

Changes in the carrying amount of service and product warranties for the six months ended June 30, are as follows:

   
2009
   
2010
 
             
Balance as of January 1,
  $ 3,341     $ 3,383  
                 
Provision for warranties
    1,709       1,669  
                 
Claims made
    (1,733 )     (1,740 )
                 
Balance as of June 30,
  $ 3,317     $ 3,312  
 
Note 9 – Pension plan

Net periodic pension costs consist of the following:

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2009
   
2010
   
2009
   
2010
 
                         
Service cost
  $ 46     $ 44     $ 1,793     $ 88  
                                 
Interest cost on projected
                               
  benefit obligation
    927       1,006       2,066       2,012  
                                 
Expected return on plan assets
    (939 )     (1,003 )     (1,938 )     (2,007 )
                                 
Net amortization and deferral
    314       328       913       657  
                                 
Curtailment gain
    -       -       (4,368 )     -  
                                 
Net periodic pension cost (gain)
  $ 348     $ 375     $ (1,534 )   $ 750  

During the first quarter of 2009, the Company announced the freezing of benefit accruals under the defined benefit pension plan for United States employees (“the Plan”) effective May 14, 2009.  As a result, the Company recorded a net pension gain in the first quarter of 2009 of $1.9 million including a curtailment gain of $4.4 million and a reduction in accrued pension of $11.4 million which is included in other long term liabilities.

We are required and expect to make $3.0 million in contributions to our pension plan in 2010.  We contributed $0.6 million during the second quarter of 2010.

Note 10 – Other expense (income)

Other expense (income) consists of the following:

 
10

 
 
   
Three months ended
June 30,
   
Six months ended
 June 30,
 
   
2009
   
2010
   
2009
   
2010
 
                         
New plant/facility consolidation costs
  $ 734     $ -     $ 1,280     $ -  
                                 
Net pension gain
    -       -       (1,882 )     -  
                                 
CONMED Linvatec consolidation costs
    -       970       -        970  
                                 
Other expense (income)
  $ 734     $ 970     $ (602 )   $ 970  
 
During the six months ended June 30, 2009 we incurred $7.9 million in restructuring costs of which $1.3 million (including $0.7 million in the second quarter of 2009) have been recorded in other expense (income) and include charges related to the consolidation of our distribution centers.  The remaining $6.6 million (including $3.7 million in the second quarter of 2009) in restructuring costs have been charged to cost of goods sold and represent startup activities associated with a new manufacturing facility in Chihuahua, Mexico and the closure of two Utica, New York area manufacturing facilities.

During the first quarter of 2009, we elected to freeze benefit accruals under the defined benefit pension plan for United States employees, effective May 14, 2009.  As a result, we recorded a net pension gain of $1.9 million associated with the elimination of future benefit accruals under the pension plan (see Note 9).
 
 
During the second quarter of 2010, we incurred $1.0 million in restructuring costs associated with the consolidation of administrative functions in our CONMED Linvatec division.


Note 11 — Business Segments and Geographic Areas

CONMED conducts its business through five principal operating units, CONMED Endoscopic Technologies, CONMED Endosurgery, CONMED Electrosurgery, CONMED Linvatec and CONMED Patient Care.  We believe each of our segments are similar in the nature of products, production processes, customer base, distribution methods and regulatory environment.  Our CONMED Endosurgery, CONMED Electrosurgery and CONMED Linvatec operating units also have similar economic characteristics and therefore qualify for aggregation.  Our CONMED Patient Care and CONMED Endoscopic Technologies operating units do not qualify since their economic characteristics do not meet the criteria for aggregation as a result of the lower overall operating income (loss) in these segments.

CONMED Endosurgery, CONMED Electrosurgery and CONMED Linvatec consist of a single aggregated segment comprising a complete line of endo-mechanical instrumentation for minimally invasive laparoscopic procedures, electrosurgical generators and related surgical instruments, arthroscopic instrumentation for use in orthopedic surgery and small bone, large bone and specialty powered surgical instruments.  CONMED Patient Care product offerings include a line of vital signs and cardiac monitoring products as well as suction instruments & tubing for use in the operating room.  CONMED Endoscopic Technologies product offerings include a comprehensive line of minimally invasive endoscopic diagnostic and therapeutic instruments used in procedures in the digestive tract.

The following is net sales information by product line and reportable segment:

 
11

 
 
   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2009
   
2010
   
2009
   
2010
 
                         
Arthroscopy
    61,629       74,821       125,456       147,075  
Powered Surgical Instruments
     33,446       35,769       66,274       70,758  
CONMED Linvatec
    95,075       110,590       191,730       217,833  
CONMED Electrosurgery
    22,689       23,965       45,069       47,048  
CONMED Endosurgery
    17,324       17,143       31,850       34,223  
CONMED Linvatec, Endosurgery, and Electrosurgery
    135,088       151,698       268,649       299,104  
CONMED Patient Care
    16,971       17,461       35,436       34,620  
CONMED Endoscopic Technologies
     12,510       11,927       24,546       23,727  
Total
  $ 164,569     $ 181,086     $ 328,631     $ 357,451  
 
Total assets, capital expenditures, depreciation and amortization information are impracticable to present by reportable segment because the necessary information is not available.

The following is a reconciliation between segment operating income and income before income taxes:

   
Three months ended
June 30,
   
Six months ended  
June 30,
 
   
2009
   
2010
   
2009
   
2010
 
                         
CONMED Endosurgery, Electrosurgery and Linvatec
  $ 14,751     $ 21,271     $ 27,262     $ 38,527  
CONMED Patient Care
    (1,182 )     1,200       (1,622 )     1,546  
CONMED Endoscopic Technologies
    (1,381 )     (237 )     (3,223 )     (38 )
Corporate
    (7,153 )        (7,456 )     (10,036 )     (11,696 )
Income from Operations
    5,035       14,778       12,381       28,339  
                                 
Gain (loss) on early extinguishment
                               
of debt
    -       (79 )     1,083       (79 )
Amortization of debt discount
    1,013       1,056       2,058       2,108  
Interest expense
    1,767        1,771       3,255        3,520  
                                 
Income before income taxes
  $ 2,255     $ 11,872     $ 8,151     $ 22,632  

Note 12 – Legal proceedings
 
From time to time, we are a defendant in certain lawsuits alleging product liability, patent infringement, or other claims incurred in the ordinary course of business. Likewise, from time to time, the Company may receive a subpoena from a government agency such as the Equal Employment Opportunity Commission, Occupational Safety and Health Administration, the Department of Labor, the Treasury Department, and other federal and state agencies or foreign governments or government agencies.  These subpoena may or may not be routine inquiries, or may begin as routine inquiries and over time develop into enforcement actions of various types.  The product liability claims are generally covered by various insurance policies, subject to certain deductible amounts, maximum policy limits and certain exclusions in the respective policies or required as a matter of law.  In some cases we may be entitled to indemnification by third parties.  When there is no insurance coverage, as would typically be the case primarily in lawsuits alleging patent infringement or in connection with certain government investigations, or indemnification obligation of a third party we establish reserves sufficient to cover probable losses associated with such claims.  We do not expect that the resolution of any pending claims or investigations will have a material adverse effect on our financial condition, results of operations or cash flows.  There can be no assurance, however, that future claims or investigations, or the costs associated with responding to such claims or investigations, especially claims and investigations not covered by insurance, will not have a material adverse effect on our financial condition, results of operations or cash flows.
 
 
12

 
 
 
Manufacturers of medical products may face exposure to significant product liability claims. To date, we have not experienced any product liability claims that are material to our financial statements or condition, but any such claims arising in the future could have a material adverse effect on our business or results of operations. We currently maintain commercial product liability insurance of $25 million per incident and $25 million in the aggregate annually, which we believe is adequate. This coverage is on a claims-made basis.  There can be no assurance that claims will not exceed insurance coverage, that the carriers will be solvent or that such insurance will be available to us in the future at a reasonable cost.
 
Our operations are subject, and in the past have been subject, to a number of environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use, handling and disposal of hazardous substances and wastes, soil and groundwater remediation and employee health and safety. In some jurisdictions environmental requirements may be expected to become more stringent in the future. In the United States certain environmental laws can impose liability for the entire cost of site restoration upon each of the parties that may have contributed to conditions at the site regardless of fault or the lawfulness of the party’s activities.  While we do not believe that the present costs of environmental compliance and remediation are material, there can be no assurance that future compliance or remedial obligations would not have a material adverse effect on our financial condition, results of operations or cash flows.
 
On April 7, 2006, CONMED received a copy of a complaint filed in the United States District for the Northern District of New York on behalf of a purported class of former CONMED Linvatec sales representatives.  The complaint alleged that the former sales representatives were entitled to, but did not receive, severance in 2003 when CONMED Linvatec restructured its distribution channels.  By Memorandum and Decision and Order dated June 22, 2010, the Court granted the Company’s motions to decertify the class and for summary judgment.  The period for filing an appeal has expired with the Plaintiffs not having filed any appeal, and the litigation has now concluded.
 
Note 13 – New accounting pronouncements
 
In June 2009, the FASB issued guidance which requires additional disclosures about the transfer and derecognition of financial assets, eliminates the concept of qualifying special-purpose entities, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s interest in transferred financial assets.  Our accounts receivable sales agreement under which a wholly-owned, bankruptcy-remote, special purpose subsidiary of CONMED Corporation sells an undivided percentage ownership interest in receivables to a bank is no longer permitted to be accounted for as a sale and reduction in accounts receivable.  We adopted this guidance effective January 1, 2010 and as a result, accounts receivable sold under the agreement ($31.0 million at June 30, 2010) have been recorded as additional borrowings rather than as a reduction in accounts receivable.
 
 
13

 
 
 
 
Note 14 – Restructuring

During the first quarter of 2010, we began the second phase of our operational restructuring plan which includes the transfer of additional production lines from Utica, New York to our manufacturing facility in Chihuahua, Mexico.

As of June 30, 2010, we have incurred $1.6 million in costs associated with the restructuring.  These costs were charged to cost of goods sold and include severance and other charges associated with the transfer of production to Mexico.

We estimate the total cost of the second phase of our restructuring plan will approximate $3.0 million during 2010, including $1.5 million related to employee termination costs and $1.5 million in other restructuring related activities.  We expect to include these restructuring costs in cost of goods sold.  The second phase of the restructuring plan impacts Corporate manufacturing facilities which support multiple reporting segments.  As a result, costs associated with the second phase of our restructuring plan will be reflected in the Corporate line within our business segment reporting.

During the second quarter of 2010, we incurred $1.0 million in restructuring costs associated with the consolidation of administrative functions in our CONMED Linvatec division.

Note 15 – Business Acquisition

  During the first quarter of 2010, the Company acquired the stock of a business for a cash purchase price of $5.0 million.  The fair value of this acquisition included assets of $5.0 million related to in-process research and development and $4.1 million in goodwill, and liabilities of $2.4 million related to contingent consideration and $1.7 million in deferred income tax liabilities.  The in-process research and development and goodwill associated with the acquisition are not deductible for income tax purposes.

 
14

 
 

Forward-Looking Statements
 
In this Report on Form 10-Q, we make forward-looking statements about our financial condition, results of operations and business. Forward-looking statements are statements made by us concerning events that may or may not occur in the future.  These statements may be made directly in this document or may be “incorporated by reference” from other documents.  Such statements may be identified by the use of words such as “anticipates”, “expects”, “estimates”, “intends” and “believes” and variations thereof and other terms of similar meaning.

Forward-Looking Statements are not Guarantees of Future Performance
 
Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include those identified under “Risk Factors” in our Annual Report on Form 10-K for the year-ended December 31, 2009 and the following, among others:

 
·
general economic and business conditions;
 
 
·
changes in foreign exchange and interest rates;
 
 
·
cyclical customer purchasing patterns due to budgetary and other constraints;
 
 
·
changes in customer preferences;
 
 
·
competition;
 
 
·
changes in technology;
 
 
·
the introduction and acceptance of new products;
 
 
·
the ability to evaluate, finance and integrate acquired businesses, products and companies;
 
 
·
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;
 
 
·
quality of our management and business abilities and the judgment of our personnel;
 
 
·
the availability, terms and deployment of capital;
 
 
·
the risk of litigation, especially patent litigation as well as the cost associated with patent and other litigation; and
 
 
·
changes in regulatory requirements.
 
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below and “Risk Factors” and “Business” in our Annual Report on Form 10-K for the year-ended December 31, 2009 for a further discussion of these factors. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events.
 
 
15

 
 
 

Overview:

CONMED Corporation (“CONMED”, the “Company”, “we” or “us”) is a medical technology company with six principal product lines.  These product lines and the percentage of consolidated revenues associated with each, are as follows:
 
   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2009
   
2010
   
2009
   
2010
 
                         
Arthroscopy
    37.4 %     41.3 %     38.2 %     41.1 %
Powered Surgical Instruments
    20.4       19.8       20.1       19.8  
Electrosurgery
    13.8       13.2       13.7       13.2  
Endosurgery
    10.5       9.5       9.7       9.6  
Patient Care
    10.3       9.6       10.8       9.7  
Endoscopic Technologies
    7.6       6.6       7.5       6.6  
Consolidated Net Sales
    100.0 %     100.0 %     100.0 %     100.0 %

A significant amount of our products are used in surgical procedures with the majority of our revenues derived from the sale of single-use products.  We manufacture substantially all of our products in facilities located in the United States, Mexico, and Finland.  We market our products both domestically and internationally directly to customers and through distributors.  International sales represent a significant portion of our business.  During the three and six months ended June 30, 2010, sales to purchasers outside of the United States approximated 49% and 48%, respectively, of total net sales.

Business Environment and Opportunities

The aging of the worldwide population along with lifestyle changes, continued cost containment pressures on healthcare systems and the desire of clinicians and administrators to use less invasive (or noninvasive) procedures are important trends which are driving the long-term growth in our industry.  We believe that with our broad product offering of high quality surgical and patient care products, we can capitalize on this growth for the benefit of the Company and our shareholders.

In order to further our growth prospects, we have historically used strategic business acquisitions and exclusive distribution relationships to continue to diversify our product offerings, increase our market share and realize economies of scale. 

We have a variety of research and development initiatives focused in each of our principal product lines as continued innovation and commercialization of new proprietary products and processes are essential elements of our long-term growth strategy.  Our reputation as an innovator is exemplified by recent new product introductions such as the CONMED Linvatec Shoulder Restoration System, a comprehensive system for rotator cuff repair.
 
 
16

 
 
 

Business Challenges

Given significant volatility in the financial markets and foreign currency exchange rates and depressed economic conditions in both domestic and international markets, 2009 presented significant business challenges.  While we are cautiously optimistic that the overall global economic environment is improving and are therefore forecasting a return to revenue growth in 2010, there can be no assurance that the improvement in the economic environment will be sustained.  We will continue to monitor and manage the impact of the overall economic environment on the Company.

During 2009 we successfully completed the first phase of our operational restructuring plan which we had previously announced in the second quarter of 2008.  In the first quarter of 2010, we began the second phase of our operational restructuring plan which involves further expanding our lower cost Mexican operations by  transferring additional production lines to our Chihuahua, Mexico facility which we believe will yield additional cost savings.  We expect the second phase of our restructuring plan to be largely completed by the fourth quarter of 2010.  However, we cannot be certain such activities will be completed in the estimated time period or that planned cost savings will be achieved.

Our facilities are subject to periodic inspection by the United States Food and Drug Administration (“FDA”) and foreign regulatory agencies for, among other things, conformance to Quality System Regulation and Current Good Manufacturing Practice (“CGMP”) requirements.  Our products are also subject to product recall and we have made product recalls in the past, including $6.0 million in 2009 related to certain of our powered instrument handpieces.  We are committed to the principles and strategies of systems-based quality management for improved CGMP compliance, operational performance and efficiencies through our Company-wide quality systems initiative.  However, there can be no assurance that our actions will ensure that we will not receive a warning letter or other regulatory action, which may include consent decrees or fines, or that we will not make product recalls in the future.

Critical Accounting Policies

Preparation of our financial statements requires us to make estimates and assumptions which affect the reported amounts of assets, liabilities, revenues and expenses.  Note 1 to the consolidated financial statements in our Annual Report on Form 10-K for the year-ended December 31, 2009 describes significant accounting policies used in preparation of the consolidated financial statements.  The most significant areas involving management judgments and estimates are described below and are considered by management to be critical to understanding the financial condition and results of operations of CONMED Corporation.  There have been no significant changes in our critical accounting estimates during the quarter ended June 30, 2010.

Revenue Recognition

Revenue is recognized when title has been transferred to the customer which is at the time of shipment.  The following policies apply to our major categories of revenue transactions:

 
17

 
 
 
·
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 single-use 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 single-use product shipment.  The cost of the equipment is amortized over the term of the 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 $0.8 million at June 30, 2010 is adequate to provide for probable losses resulting from accounts receivable.

Inventory Reserves

We maintain reserves for excess and obsolete inventory resulting from the inability to sell our products at prices in excess of current carrying costs.  The markets in which we operate are highly competitive, with new products and surgical procedures introduced on an on-going basis.  Such marketplace changes may result in our products becoming obsolete.  We make estimates regarding the future recoverability of the costs of our products and record a provision for excess and obsolete inventories based on historical experience, expiration of sterilization dates and expected future trends.  If actual product life cycles, product demand or acceptance of new product introductions are less favorable than projected by management, additional inventory write-downs may be required.  We believe that our current inventory reserves are adequate.

Goodwill and Intangible Assets

We have a history of growth through acquisitions.  Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition.  Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses.  Other intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses.  We have goodwill of $295.1 million and other intangible assets of $193.0 million as of June 30, 2010.
 
 
18

 
 
 

In accordance with Financial Accounting Standards Board (“FASB”) guidance, goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to at least annual impairment testing.  It is our policy to perform our annual impairment testing in the fourth quarter.  The identification and measurement of goodwill impairment involves the estimation of the fair value of our reporting units.  Estimates of fair value are based on the best information available as of the date of the assessment, which primarily incorporate management assumptions about expected future cash flows and other valuation techniques.  Future cash flows may be affected by changes in industry or market conditions or the rate and extent to which anticipated synergies or cost savings are realized with newly acquired entities.  We last completed our goodwill impairment testing as of October 1, 2009 and determined that no impairment existed at that date.  For our CONMED Electrosurgery, CONMED Endosurgery and CONMED Linvatec operating units, our impairment testing utilized CONMED Corporation’s EBIT multiple adjusted for a market-based control premium with the resultant fair values exceeding carrying values by 55% to 140%.  Our CONMED Patient Care operating unit has the least excess of fair value over carrying value of our reporting units; we therefore utilized both a market-based approach and an income approach when performing impairment testing with the resultant fair value exceeding carrying value by 16%.  The income approach contained certain key assumptions including that revenue would resume historical growth patterns in 2010 while including certain cost savings associated with the operational restructuring plan completed during 2009.  We continue to monitor events and circumstances for triggering events which would more likely than not reduce the fair value of any of our reporting units and require us to perform impairment testing.

Intangible assets with a finite life are amortized over the estimated useful life of the asset and are evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization.  Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of an intangible asset subject to amortization is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.  An impairment loss is recognized by reducing the carrying amount of the intangible asset to its current fair value.
 
Customer relationship assets arose principally as a result of the 1997 acquisition of Linvatec Corporation.  These assets represent the acquisition date fair value of existing customer relationships based on the after-tax income expected to be derived during their estimated remaining useful life.  The useful lives of these customer relationships were not and are not limited by contract or any economic, regulatory or other known factors.  The estimated useful life of the Linvatec customer relationship assets was determined as of the date of acquisition as a result of a study of the observed pattern of historical revenue attrition during the 5 years immediately preceding the acquisition of Linvatec Corporation.  This observed attrition pattern was then applied to the existing customer relationships to derive the future expected retirement of the customer relationships.  This analysis indicated an annual attrition rate of 2.6%.  Assuming an exponential attrition pattern, this equated to an average remaining useful life of approximately 38 years for the Linvatec customer relationship assets.  Customer relationship intangible assets arising as a result of other business acquisitions are being amortized over a weighted average life of 17 years.  The weighted average life for customer relationship assets in aggregate is 32 years.
 
 
19

 
 
 

We evaluate the remaining useful life of our customer relationship intangible assets each reporting period in order to determine whether events and circumstances warrant a revision to the remaining period of amortization.  In order to further evaluate the remaining useful life of our customer relationship intangible assets, we perform an annual analysis and assessment of actual customer attrition and activity.  This assessment includes a comparison of customer activity since the acquisition date and review of customer attrition rates.  In the event that our analysis of actual customer attrition rates indicates a level of attrition that is in excess of that which was originally contemplated, we would change the estimated useful life of the related customer relationship asset with the remaining carrying amount amortized prospectively over the revised remaining useful life.

We test our customer relationship assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  Factors specific to our customer relationship assets which might lead to an impairment charge include a significant increase in the annual customer attrition rate or otherwise significant loss of customers, significant decreases in sales or current-period operating or cash flow losses or a projection or forecast of losses.  We do not believe that there have been events or changes in circumstances which would indicate the carrying amount of our customer relationship assets might not be recoverable.
 
Pension Plan

We sponsor a defined benefit pension plan (“the plan”) covering substantially all our United States-based employees.  Major assumptions used in accounting for the plan include the discount rate, expected return on plan assets, rate of increase in employee compensation levels and expected mortality.  Assumptions are determined based on Company data and appropriate market indicators, and are evaluated annually as of the plan’s measurement date.  A change in any of these assumptions would have an effect on net periodic pension costs reported in the consolidated financial statements.

On March 26, 2009, the Board of Directors approved a plan to freeze benefit accruals under the plan effective May 14, 2009.  As a result, we recorded a curtailment gain of $4.4 million and a reduction in accrued pension of $11.4 million which is included in other long term liabilities.  See Note 9 to the Consolidated Condensed Financial Statements.

The weighted-average discount rate used to measure pension liabilities and costs is set by reference to the Citigroup Pension Liability Index. However, this index gives only an indication of the appropriate discount rate because the cash flows of the bonds comprising the index do not match the projected benefit payment stream of the plan precisely. For this reason, we also consider the individual characteristics of the plan, such as projected cash flow patterns and payment durations, when setting the discount rate.  This discount rate, which is used in determining pension expense, was 5.97% for the first quarter of 2009.  The discount rate used for purposes of remeasuring plan liabilities as of the date the plan freeze was approved and for purposes of measuring pension expense for the remainder of 2009 was 7.30%.  The rate used in determining 2010 pension expense is 5.86%.    
 
 
20

 
 
 

We have used an expected rate of return on pension plan assets of 8.0% for purposes of determining the net periodic pension benefit cost.  In determining the expected return on pension plan assets, we consider the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance.  In addition, we consult with financial and investment management professionals in developing appropriate targeted rates of return.

For the three and six months ending June 30, 2010 we recorded pension expense of $0.4 million and $0.8 million, respectively.  Pension expense for the full year 2010 is estimated at $1.5 million compared to a net gain of $0.8 million (including a $4.4 million curtailment gain and pension expense of $3.6 million) in 2009.  In addition, we will be required to contribute approximately $3.0 million to the pension plan for the 2010 plan year. We contributed $0.6 million in the second quarter of 2010.

Stock Based Compensation

All share-based payments to employees, including grants of employee stock options, restricted stock units, and stock appreciation rights are recognized in the financial statements based at their fair values.  Compensation expense is recognized using a straight-line method over the vesting period.

Income Taxes

The recorded future tax benefit arising from net deductible temporary differences and tax carryf