NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited, in thousands except per share amounts)
Note 1 – Operations
CONMED Corporation (“CONMED”, the “Company”, “we” or “us”) is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The Company’s products are used by surgeons and other healthcare professionals in a variety of specialties including orthopedics, general surgery, gynecology, thoracic surgery 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. The information herein reflects all normal recurring material adjustments, which are, in the opinion of management, necessary to fairly present the results for the periods presented. The consolidated condensed financial statements herein consist of all wholly-owned domestic and foreign subsidiaries with all significant intercompany transactions eliminated. Results for the period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
The consolidated condensed financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2020 included in our Annual Report on Form 10-K.
Use of Estimates
Preparation of the consolidated condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated condensed financial statements and the reported amounts of revenue and expenses during the reporting period.
Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of April 29, 2021, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.
Note 3 - Revenues
The following tables present revenue disaggregated by primary geographic market where the products are sold, by product line and timing of revenue recognition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
March 31, 2021
|
|
March 31, 2020
|
|
Orthopedic Surgery
|
|
General Surgery
|
|
Total
|
|
Orthopedic Surgery
|
|
General Surgery
|
|
Total
|
Primary Geographic Markets
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$
|
37,131
|
|
|
$
|
86,812
|
|
|
$
|
123,943
|
|
|
$
|
37,039
|
|
|
$
|
81,808
|
|
|
$
|
118,847
|
|
Europe, Middle East & Africa
|
26,052
|
|
|
18,544
|
|
|
44,596
|
|
|
25,907
|
|
|
16,615
|
|
|
42,522
|
|
Asia Pacific
|
26,602
|
|
|
12,662
|
|
|
39,264
|
|
|
20,535
|
|
|
8,325
|
|
|
28,860
|
|
Americas (excluding the United States)
|
17,381
|
|
|
7,493
|
|
|
24,874
|
|
|
15,802
|
|
|
7,979
|
|
|
23,781
|
|
Total sales from contracts with customers
|
$
|
107,166
|
|
|
$
|
125,511
|
|
|
$
|
232,677
|
|
|
$
|
99,283
|
|
|
$
|
114,727
|
|
|
$
|
214,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
|
|
|
Goods transferred at a point in time
|
$
|
97,690
|
|
|
$
|
124,394
|
|
|
$
|
222,084
|
|
|
$
|
90,553
|
|
|
$
|
113,901
|
|
|
$
|
204,454
|
|
Services transferred over time
|
9,476
|
|
|
1,117
|
|
|
10,593
|
|
|
8,730
|
|
|
826
|
|
|
9,556
|
|
Total sales from contracts with customers
|
$
|
107,166
|
|
|
$
|
125,511
|
|
|
$
|
232,677
|
|
|
$
|
99,283
|
|
|
$
|
114,727
|
|
|
$
|
214,010
|
|
Contract liability balances related to the sale of extended warranties to customers are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
|
|
|
Contract liability
|
$
|
15,231
|
|
|
$
|
13,666
|
|
Revenue recognized during the three months ended March 31, 2021 and March 31, 2020 from amounts included in contract liabilities at the beginning of the period were $3.4 million and $3.0 million, respectively. There were no material contract assets as of March 31, 2021 and December 31, 2020.
Note 4 – Comprehensive Income (Loss)
Comprehensive income (loss) consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2021
|
|
2020
|
|
|
|
|
Net income
|
$
|
9,860
|
|
|
$
|
5,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
Cash flow hedging gain, net of income tax (income tax expense of $1,250 and $766 for the three months ended March 31, 2021 and 2020, respectively)
|
3,926
|
|
|
2,405
|
|
|
|
|
|
Pension liability, net of income tax (income tax expense of $201 and $170 for the three months ended March 31, 2021 and 2020, respectively)
|
631
|
|
|
535
|
|
|
|
|
|
Foreign currency translation adjustment
|
(3,674)
|
|
|
(9,988)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss)
|
$
|
10,743
|
|
|
$
|
(1,121)
|
|
|
|
|
|
Accumulated other comprehensive loss consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow
Hedging
Gain (Loss)
|
|
Pension
Liability
|
|
Cumulative
Translation
Adjustments
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Balance, December 31, 2020
|
$
|
(5,945)
|
|
|
$
|
(36,620)
|
|
|
$
|
(21,116)
|
|
|
$
|
(63,681)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications, net of tax
|
2,725
|
|
|
—
|
|
|
(3,674)
|
|
|
(949)
|
|
Amounts reclassified from accumulated other comprehensive income (loss) before taxa
|
1,584
|
|
|
832
|
|
|
—
|
|
|
2,416
|
|
Income tax
|
(383)
|
|
|
(201)
|
|
|
—
|
|
|
(584)
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
3,926
|
|
|
631
|
|
|
(3,674)
|
|
|
883
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2021
|
$
|
(2,019)
|
|
|
$
|
(35,989)
|
|
|
$
|
(24,790)
|
|
|
$
|
(62,798)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flow
Hedging
Gain (Loss)
|
|
Pension
Liability
|
|
Cumulative
Translation
Adjustments
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Balance, December 31, 2019
|
$
|
493
|
|
|
$
|
(31,691)
|
|
|
$
|
(28,079)
|
|
|
$
|
(59,277)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss) before reclassifications, net of tax
|
3,257
|
|
|
—
|
|
|
(9,988)
|
|
|
(6,731)
|
|
Amounts reclassified from accumulated other comprehensive income (loss) before taxa
|
(1,124)
|
|
|
705
|
|
|
—
|
|
|
(419)
|
|
Income tax
|
272
|
|
|
(170)
|
|
|
—
|
|
|
102
|
|
|
|
|
|
|
|
|
|
Net current-period other comprehensive income (loss)
|
2,405
|
|
|
535
|
|
|
(9,988)
|
|
|
(7,048)
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2020
|
$
|
2,898
|
|
|
$
|
(31,156)
|
|
|
$
|
(38,067)
|
|
|
$
|
(66,325)
|
|
(a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income (loss) components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 5 and Note 11, respectively, for further details.
Note 5 – 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 or cost of sales when the forecasted transaction occurs.
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 designated 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 following table presents the notional contract amounts for forward contracts outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
FASB ASC Topic 815 Designation
|
|
March 31, 2021
|
|
December 31, 2020
|
Forward exchange contracts
|
Cash flow hedge
|
|
$
|
164,562
|
|
|
$
|
154,504
|
|
Forward exchange contracts
|
Non-designated
|
|
45,545
|
|
|
42,380
|
|
The remaining time to maturity as of March 31, 2021 is within two years for hedge designated foreign exchange contracts and approximately one month for non-hedge designated forward exchange contracts.
Statement of comprehensive income (loss) presentation
Derivatives designated as cash flow hedges
Foreign exchange contracts designated as cash flow hedges had the following effects on accumulated other comprehensive income (loss) and net earnings on our consolidated condensed statements of comprehensive income (loss) and our consolidated condensed balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in AOCI
|
|
Consolidated Condensed Statements of Comprehensive Income (Loss)
|
|
Amount of Gain (Loss) Reclassified from AOCI
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
Total Amount of Line Item Presented
|
|
|
|
|
Derivative Instrument
|
|
2021
|
|
2020
|
|
Location of amount reclassified
|
|
2021
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
|
$
|
3,593
|
|
|
$
|
4,295
|
|
|
Net Sales
|
|
$
|
232,677
|
|
$
|
214,010
|
|
|
$
|
(1,849)
|
|
|
$
|
1,201
|
|
|
|
|
|
|
|
Cost of Sales
|
|
104,228
|
|
94,851
|
|
|
265
|
|
|
(77)
|
|
Pre-tax gain (loss)
|
|
$
|
3,593
|
|
|
$
|
4,295
|
|
|
|
|
|
|
|
$
|
(1,584)
|
|
|
$
|
1,124
|
|
Tax expense (benefit)
|
|
868
|
|
|
1,038
|
|
|
|
|
|
|
|
(383)
|
|
|
272
|
|
Net gain (loss)
|
|
$
|
2,725
|
|
|
$
|
3,257
|
|
|
|
|
|
|
|
$
|
(1,201)
|
|
|
$
|
852
|
|
At March 31, 2021, $2.3 million of net unrealized losses on forward contracts accounted for as cash flow hedges, and included in accumulated other comprehensive loss, are expected to be recognized in earnings in the next twelve months.
Derivatives not designated as cash flow hedges
Net gains and losses from derivative instruments not accounted for as hedges and gains and losses on our intercompany receivables on our consolidated condensed statements of comprehensive income (loss) were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Derivative Instrument
|
|
Location on Consolidated Condensed Statements of Comprehensive Income (Loss)
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on currency forward contracts
|
|
Selling and administrative expense
|
|
$
|
458
|
|
|
$
|
(245)
|
|
|
|
|
|
Net loss on currency transaction exposures
|
|
Selling and administrative expense
|
|
$
|
(1,123)
|
|
|
$
|
(191)
|
|
|
|
|
|
Balance sheet presentation
We record these forward foreign exchange contracts at fair value. The following tables summarize the fair value for forward foreign exchange contracts outstanding at March 31, 2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
Location on Consolidated Condensed Balance Sheet
|
|
Asset Fair Value
|
|
Liabilities Fair Value
|
|
Net
Fair
Value
|
Derivatives designated as hedged instruments:
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current liabilities
|
|
$
|
1,557
|
|
|
$
|
(4,592)
|
|
|
$
|
(3,035)
|
|
Foreign exchange contracts
|
Other long-term assets
|
|
709
|
|
|
(337)
|
|
|
372
|
|
|
|
|
$
|
2,266
|
|
|
$
|
(4,929)
|
|
|
$
|
(2,663)
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current liabilities
|
|
8
|
|
|
(179)
|
|
|
(171)
|
|
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
$
|
2,274
|
|
|
$
|
(5,108)
|
|
|
$
|
(2,834)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
Location on Consolidated Condensed Balance Sheet
|
|
Asset Fair Value
|
|
Liabilities Fair Value
|
|
Net
Fair
Value
|
Derivatives designated as hedged instruments:
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current liabilities
|
|
$
|
1,500
|
|
|
$
|
(8,826)
|
|
|
$
|
(7,326)
|
|
Foreign exchange contracts
|
Other long-term liabilities
|
|
23
|
|
|
(535)
|
|
|
(512)
|
|
|
|
|
$
|
1,523
|
|
|
$
|
(9,361)
|
|
|
$
|
(7,838)
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Other current liabilities
|
|
25
|
|
|
(150)
|
|
|
(125)
|
|
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
$
|
1,548
|
|
|
$
|
(9,511)
|
|
|
$
|
(7,963)
|
|
Our forward foreign exchange contracts are subject to a master netting agreement and qualify for netting in the consolidated condensed balance sheets.
Fair Value Disclosure. FASB guidance defines fair value and establishes a framework for measuring fair value and related disclosure requirements. This guidance applies when fair value measurements are required or permitted. The guidance indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Fair value is defined based upon an exit price model.
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. There have been no significant changes in the assumptions.
Valuation Techniques. Assets and liabilities carried at fair value and measured on a recurring basis as of March 31, 2021 consist of forward foreign exchange contracts. The Company values its forward foreign exchange contracts using quoted prices for similar assets. The most significant assumption is quoted currency rates. The value of the forward foreign exchange contract assets and liabilities were valued using Level 2 inputs and are listed in the table above.
The carrying amounts reported in our consolidated condensed balance sheets for cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximate fair value.
Note 6 - Inventories
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2021
|
|
December 31,
2020
|
Raw materials
|
$
|
73,654
|
|
|
$
|
71,807
|
|
Work-in-process
|
18,429
|
|
|
15,864
|
|
Finished goods
|
113,714
|
|
|
107,197
|
|
Total
|
$
|
205,797
|
|
|
$
|
194,868
|
|
Note 7 – 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, performance share units and stock appreciation rights ("SARs") as well as the Notes and related hedge transactions during the period.
The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2021
|
|
2020
|
|
|
|
|
Net income
|
$
|
9,860
|
|
|
$
|
5,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic – weighted average shares outstanding
|
28,972
|
|
|
28,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive potential securities
|
2,406
|
|
|
1,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted – weighted average shares outstanding
|
31,378
|
|
|
29,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (per share)
|
|
|
|
|
|
|
|
Basic
|
$
|
0.34
|
|
|
$
|
0.21
|
|
|
|
|
|
Diluted
|
0.31
|
|
|
0.20
|
|
|
|
|
|
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 and the effect of the inclusion would be anti-dilutive. Such shares aggregated approximately 0.3 million and 1.1 million for the three months ended March 31, 2021 and 2020, respectively. Our 2.625% convertible notes due in 2024 (the “Notes”) are convertible under certain circumstances, as defined in the indenture, into a combination of cash and CONMED common stock.
The following is intended to describe the impact of the Notes and related hedge transactions on the calculation of diluted EPS. Additional shares to be issued pursuant to the terms of the Notes and related hedge transactions, if any, would occur at maturity.
The calculation of diluted EPS includes potential diluted shares upon conversion of the Notes when the average market price per share of our common stock for the period is greater than the conversion price of the Notes of $88.80. We intend to settle in cash the principal outstanding and use the treasury stock method when calculating their potential dilutive effect, if any.
During the three months ended March 31, 2021 and 2020, our average share price exceeded the conversion price of the Notes and we included in our diluted share count 1.0 million and 0.1 million shares, respectively, assumed to be issued if the Notes were converted.
We previously entered into convertible notes hedge transactions to increase the effective conversion price of the Notes to $114.92. However, our convertible notes hedges are not included when calculating potential dilutive shares since their effect is always anti-dilutive.
Concurrently with entering into the hedge transactions, we also previously entered into warrant transactions under which we agreed to sell shares of our common stock at $114.92.
The calculation of diluted EPS also includes potential diluted shares to be issued under the warrants when the average market price per share of our common stock for the period is greater than $114.92. During the three months ended March 31, 2021, our average share price exceeded $114.92 and we therefore included in our diluted share count an additional 0.2 million shares assumed to be issued under the warrants.
Note 8 – Goodwill and Other Intangible Assets
The changes in the net carrying amount of goodwill for the three months ended March 31, 2021 are as follows:
|
|
|
|
|
|
Balance as of December 31, 2020
|
$
|
618,440
|
|
|
|
|
|
|
|
Foreign currency translation
|
(336)
|
|
|
|
Balance as of March 31, 2021
|
$
|
618,104
|
|
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 consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
|
Weighted Average Amortization Period (Years)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
Intangible assets with definite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer and distributor relationships
|
24
|
$
|
342,531
|
|
|
$
|
(139,243)
|
|
|
$
|
342,639
|
|
|
$
|
(134,555)
|
|
|
|
|
|
|
|
|
|
|
Sales representation, marketing and promotional rights
|
25
|
149,376
|
|
|
(55,500)
|
|
|
149,376
|
|
|
(54,000)
|
|
|
|
|
|
|
|
|
|
|
Developed technology
|
16
|
106,604
|
|
|
(21,358)
|
|
|
106,604
|
|
|
(19,705)
|
|
|
|
|
|
|
|
|
|
|
Patents and other intangible assets
|
16
|
74,307
|
|
|
(49,356)
|
|
|
73,516
|
|
|
(48,882)
|
|
|
|
|
|
|
|
|
|
|
Intangible assets with indefinite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and tradenames
|
|
86,544
|
|
|
—
|
|
|
86,544
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
22
|
$
|
759,362
|
|
|
$
|
(265,457)
|
|
|
$
|
758,679
|
|
|
$
|
(257,142)
|
|
Customer and distributor relationships, trademarks and tradenames, developed technology and patents and other intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses. Sales representation, marketing and promotional rights represent intangible assets created under our agreement with Musculoskeletal Transplant Foundation (“MTF”).
Amortization expense related to intangible assets which are subject to amortization totaled $8.3 million and $8.5 million in the three months ended March 31, 2021 and 2020, respectively, and is included as a reduction of revenue (for amortization related to our sales representation, marketing and promotional rights) and in selling and administrative expense (for all other intangible assets) in the consolidated condensed statements of comprehensive income (loss). Included in developed technology is $6.0 million of earn-out consideration that is considered probable as of March 31, 2021 associated with a prior asset acquisition. This is recorded in other current and other long-term liabilities at March 31, 2021.
The estimated intangible asset amortization expense remaining for the year ending December 31, 2021 and for each of the five succeeding years is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization included in expense
|
|
Amortization recorded as a reduction of revenue
|
|
Total
|
Remaining, 2021
|
$
|
20,620
|
|
|
$
|
4,500
|
|
|
$
|
25,120
|
|
2022
|
26,426
|
|
|
6,000
|
|
|
32,426
|
|
2023
|
25,646
|
|
|
6,000
|
|
|
31,646
|
|
2024
|
24,836
|
|
|
6,000
|
|
|
30,836
|
|
2025
|
25,058
|
|
|
6,000
|
|
|
31,058
|
|
2026
|
24,529
|
|
|
6,000
|
|
|
30,529
|
|
Note 9 - Long-Term Debt
Long-term debt consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2021
|
|
December 31, 2020
|
Revolving line of credit
|
$
|
199,000
|
|
|
$
|
207,000
|
|
Term loan, net of deferred debt issuance costs of $1,520 and $1,668 in 2021 and 2020, respectively
|
236,980
|
|
|
240,145
|
|
2.625% convertible notes, net of deferred debt issuance costs of $5,031 and $5,475 in 2021 and 2020, respectively, and unamortized discount of $31,117 and $33,620 in 2021 and 2020, respectively
|
308,850
|
|
|
305,904
|
|
Financing leases
|
566
|
|
|
587
|
|
Total debt
|
745,396
|
|
|
753,636
|
|
Less: Current portion
|
20,076
|
|
|
18,415
|
|
Total long-term debt
|
$
|
725,320
|
|
|
$
|
735,221
|
|
On February 7, 2019 we entered into a sixth amended and restated senior credit agreement consisting of: (a) a $265.0 million term loan facility and (b) a $585.0 million revolving credit facility. The revolving credit facility will terminate and the loans outstanding under the term loan facility will mature on the earlier of (i) February 7, 2024 or (ii) 91 days prior to the earliest scheduled maturity date of the 2.625% convertible notes due in 2024 described below, (if, as of such date, more than $150.0 million in aggregate principal amount of such convertible notes (or any refinancing thereof) remains outstanding). The term loan facility is payable in quarterly installments increasing over the term of the facility. Proceeds from the term loan facility and borrowings under the revolving credit facility were used to repay the then existing senior credit agreement and in part to finance the acquisition of Buffalo Filter. On April 17, 2020, we amended our sixth amended and restated senior credit agreement to suspend our required leverage ratios for up to four quarters as a result of the potential impact from the COVID-19 pandemic. On November 20, 2020, we entered into a third amendment under our senior credit agreement to lower the applicable margin on the loans and lower the interest floor on Eurocurrency loans agreed upon in April 2020. On April 15, 2021, we terminated the suspension period, thus reinstating our required leverage ratios. Interest rates are adjusted so that the applicable margin for base rate loans is 2.00% per annum and for Eurocurrency rate loans is 3.00% per annum, and the applicable commitment fee rate for the revolving credit facility is 0.50%. Following the suspension period, the applicable margin will depend upon CONMED’s consolidated senior secured leverage ratio, using the pricing grid set forth in the amendment. Interest rates were at LIBOR (subject to 0.50% floor) plus an interest rate margin of 3.00% (3.50% at March 31, 2021).
There were $238.5 million in borrowings outstanding on the term loan facility as of March 31, 2021. There were $199.0 million in borrowings outstanding under the revolving credit facility as of March 31, 2021. Our available borrowings on the revolving credit facility at March 31, 2021 were $383.4 million with approximately $2.6 million of the facility set aside for outstanding letters of credit.
The sixth amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The sixth amended and restated senior credit agreement contains covenants and restrictions which, among other things, require the maintenance of certain financial ratios and restrict dividend payments and the incurrence of certain indebtedness and other activities, including acquisitions and dispositions. We were in full compliance with these covenants and restrictions as of March 31, 2021. We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales.
On January 29, 2019, we issued $345.0 million in 2.625% convertible notes due in 2024 (the "Notes"). Interest is payable semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2019. The Notes will mature on February 1, 2024, unless earlier repurchased or converted. The Notes represent subordinated unsecured obligations and are convertible under certain circumstances, as defined in the indenture, into a combination of cash and CONMED common stock. The Notes may be converted at an initial conversion rate of 11.2608 shares of our common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $88.80 per share of common stock). Holders of the Notes may convert the Notes at their option at any time on or after November 1, 2023 through the second scheduled trading day preceding the maturity date. Holders of the Notes will also have the right to convert the Notes prior to November 1, 2023, but only upon the occurrence of specified events. The conversion rate is subject to anti-dilution adjustments if certain events occur. A portion of the net proceeds from the offering of the Notes were used as part of the financing for the Buffalo Filter acquisition
and $21.0 million were used to pay the cost of certain convertible notes hedge transactions as further described below.
Our effective borrowing rate for nonconvertible debt at the time of issuance of the Notes was estimated to be 6.14%, which resulted in $51.6 million of the $345.0 million aggregate principal amount of Notes issued, or $39.1 million after taxes, being attributable to equity. For the three months ended March 31, 2021 and 2020, we have recorded interest expense related to the amortization of debt discount on the Notes of $2.5 million and $2.3 million, respectively, at the effective interest rate of 6.14%. The debt discount on the Notes is being amortized through February 2024. For both the three months ended March 31, 2021 and 2020, we have recorded interest expense on the Notes of $2.3 million at the contractual coupon rate of 2.625%.
In connection with the offering of the Notes, we entered into convertible note hedge transactions with a number of financial institutions (each, an “option counterparty”). The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of our common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, we also entered into separate warrant transactions with each option counterparty whereby we sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, the same number of shares of our common stock.
The convertible note hedge transactions are expected generally to reduce the potential dilution upon conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price ($114.92) of the convertible note hedge transactions, which initially corresponds to the conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes. If, however, the market price per share of our common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants, there would nevertheless be dilution to the extent that such market price exceeds the strike price of the warrants as noted in Note 7, unless we elect to settle the warrants in cash.
The scheduled maturities of long-term debt outstanding at March 31, 2021 are as follows:
|
|
|
|
|
|
Remaining 2021
|
$
|
14,906
|
|
2022
|
24,844
|
|
2023
|
397,750
|
|
2024
|
345,000
|
|
2025
|
—
|
|
The above amounts exclude debt discount, deferred debt issuance costs and financing leases.
Note 10 – Guarantees
We provide warranties on certain of our products at the time of sale and sell extended warranties. The standard warranty period for our capital equipment is generally one year and our extended warranties typically vary from one to three years. Liability under warranty policies is based upon a review of historical claim experience. Adjustments are made to accruals as claim data and historical experience warrant.
Changes in the liability for standard warranties for the three months ended March 31, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2021
|
|
2020
|
Balance as of January 1,
|
$
|
1,826
|
|
|
$
|
2,186
|
|
|
|
|
|
Provision for warranties
|
291
|
|
|
355
|
|
Claims made
|
(206)
|
|
|
(363)
|
|
|
|
|
|
Balance as of March 31,
|
$
|
1,911
|
|
|
$
|
2,178
|
|
Costs associated with extended warranty repairs are recorded as incurred and amounted to $1.6 million and $1.5 million for the three months ended March 31, 2021 and 2020, respectively.
Note 11 – Pension Plan
Net periodic pension cost consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2021
|
|
2020
|
|
|
|
|
Service cost
|
$
|
248
|
|
|
$
|
179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest cost on projected benefit obligation
|
451
|
|
|
639
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected return on plan assets
|
(1,289)
|
|
|
(1,255)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amortization and deferral
|
832
|
|
|
705
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost
|
$
|
242
|
|
|
$
|
268
|
|
|
|
|
|
We do not expect to make any pension contributions during 2021. Non-service cost of $0.1 million for the three months ended March 31, 2020 is included in other expense in the consolidated condensed statements of comprehensive income (loss). Non-service pension cost was immaterial for the three months ended March 31, 2021.
Note 12 – Acquisition and Other Expense
Acquisition and other expense consist of the following, which are included in cost of sales or selling and administrative expense depending on the nature of the charge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacturing consolidation costs
|
$
|
—
|
|
|
$
|
1,785
|
|
|
|
|
|
Acquisition and integration costs
|
—
|
|
|
805
|
|
|
|
|
|
Acquisition and other expense included in cost of sales
|
$
|
—
|
|
|
$
|
2,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and related costs
|
$
|
414
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and integration costs
|
—
|
|
|
754
|
|
|
|
|
|
Acquisition and other expense included in selling and administrative expense
|
$
|
414
|
|
|
$
|
754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the three months ended March 31, 2020, we incurred $1.8 million in costs related to the consolidation of certain manufacturing operations which were charged to cost of sales. These costs related to winding down operations at certain locations and moving production lines to other facilities.
During the three months ended March 31, 2020, we incurred costs for inventory step-up adjustments and other costs of $0.8 million related to a previous acquisition, which were charged to cost of sales.
During the three months ended March 31, 2020, we incurred $0.8 million in severance and integration costs mainly related to the Buffalo Filter acquisition, which were included in selling and administrative expense.
During the three months ended March 31, 2021, we recorded a charge of $0.4 million related to the restructuring of our sales force which was charged to selling and administrative expense. The charges for sales force restructuring consisted
primarily of termination payments to Orthopedic distributors made in exchange for ongoing assistance to transition to employee-based sales representatives and severance.
Note 13 — Business Segment
We are accounting and reporting for our business as a single operating segment entity engaged in the development, manufacturing and sale on a global basis of surgical devices and related equipment. Our chief operating decision maker (the CEO) evaluates the various global product portfolios on a net sales basis and evaluates profitability, investment, cash flow metrics and allocates resources on a consolidated worldwide basis due to shared infrastructure and resources. Our product lines consist of orthopedic surgery and general surgery. Orthopedic surgery consists of sports medicine instrumentation and small bone, large bone and specialty powered surgical instruments as well as imaging systems for use in minimally invasive surgery procedures including 2DHD vision technologies and fees related to the sales representation, promotion and marketing of sports medicine allograft tissue. General surgery consists of a complete line of endo-mechanical instrumentation for minimally invasive laparoscopic and gastrointestinal procedures, smoke evacuation devices, a line of cardiac monitoring products as well as electrosurgical generators and related instruments. These product lines' net sales are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2021
|
|
2020
|
|
|
|
|
Orthopedic surgery
|
$
|
107,166
|
|
|
$
|
99,283
|
|
|
|
|
|
General surgery
|
125,511
|
|
|
114,727
|
|
|
|
|
|
Consolidated net sales
|
$
|
232,677
|
|
|
$
|
214,010
|
|
|
|
|
|
Note 14 – Legal Proceedings
From time to time, the Company may receive an information request, subpoena or warrant from a government agency such as the Securities and Exchange Commission, Department of Justice, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the United States Food and Drug Administration, the Department of Labor, the Treasury Department or other federal and state agencies or foreign governments or government agencies. These information requests, subpoenas or warrants may or may not be routine inquiries, or may begin as routine inquiries and over time develop into enforcement actions of various types. Likewise, if we receive reports of alleged misconduct from employees and third parties, we investigate as appropriate.
Manufacturers of medical devices have been the subject of various enforcement actions relating to interactions with health care providers domestically or internationally whereby companies are claimed to have provided health care providers with inappropriate incentives to purchase their products. Similarly, the Foreign Corrupt Practices Act ("FCPA") imposes obligations on manufacturers with respect to interactions with health care providers who may be considered government officials based on their affiliation with public hospitals. The FCPA also requires publicly listed manufacturers to maintain accurate books and records, and maintain internal accounting controls sufficient to provide assurance that transactions are accurately recorded, lawful and in accordance with management's authorization. The FCPA poses unique challenges both because manufacturers operate in foreign cultures in which conduct illegal under the FCPA may not be illegal in local jurisdictions, and because, in some cases, a United States manufacturer may face risks under the FCPA based on the conduct of third parties over whom the manufacturer may not have complete control. While CONMED has not experienced any material enforcement action to date, there can be no assurance that the Company will not be subject to a material enforcement action in the future, or that the Company will not incur costs including, in the form of fees for lawyers and other consultants, that are material to the Company’s results of operations in the course of responding to a future inquiry or investigation.
Manufacturers of medical products may face exposure to significant product liability claims, as well as patent infringement and other claims incurred in the ordinary course of business. To date, we have not experienced any claims that have been material to our financial statements or financial condition, but any such claims arising in the future could have a material adverse effect on our business, results of operations or cash flows. We currently maintain commercial product liability insurance of $30 million per incident and $30 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. Likewise, the operations of our suppliers and sterilizers are subject to similar environmental laws and regulations. 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.
In 2014, the Company acquired EndoDynamix, Inc. The agreement governing the terms of the acquisition provides that, if various conditions are met, certain contingent payments relating to the first commercial sale of the products (the milestone payment), as well as royalties based on sales (the revenue based payments), are due to the seller. In 2016, we notified the seller that there was a need to redesign the product, and that, as a consequence, the first commercial sale had been delayed. Consequently, the payment of contingent milestone and revenue-based payments were delayed. On January 18, 2017, the seller provided notice ("the Notice") seeking $12.7 million under a liquidated damages clause, which essentially represents the seller's view as to the sum of the projected contingent milestone and revenue-based payments on an accelerated basis. CONMED responded to the Notice denying that there was any basis for acceleration of the payments due under the acquisition agreement. On February 22, 2017, the representative of the former shareholders of EndoDynamix filed a complaint in Delaware Chancery Court claiming breach of contract with respect to the duty to commercialize the product and seeking the contingent payments on an accelerated basis. We believe that there was a substantive contractual basis to support the Company's decision to redesign the product, such that there was no legitimate basis for seeking the liquidated damages. In the third quarter of 2018, the Company decided to halt the development of the EndoDynamix clip applier. We previously recorded a charge to write off assets and released a previously accrued contingent consideration liability. In a pre-trial filing the Plaintiffs claim to seek liquidated damages, as well as additional damages up to $24.8 million. A non-jury trial in the Delaware Chancery Court commenced on March 18, 2021, and testimony concluded on April 7, 2021. We expect the parties to submit post-trial briefs in the second quarter of 2021, with the Court to hear oral arguments at a hearing scheduled for July 22, 2021, and the Court to issue a ruling at some point thereafter. The Company has not recorded any expense related to potential damages in connection with this matter because the Company does not believe any potential loss is probable. We expect to defend the claims asserted by the sellers of EndoDynamix, although there can be no assurance that we will prevail in the trial and/or any resulting appeals.
We record reserves sufficient to cover probable and estimable losses associated with any such pending claims. We do not expect that the resolution of any pending claims, investigations or reports of alleged misconduct 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, investigations or reports of misconduct, 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.
Note 15 – New Accounting Pronouncements
Recently Issued Accounting Standards, Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance if certain criteria are met for entities that have contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued as a result of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company has not adopted this ASU as of March 31, 2021, however will continue to monitor the impact of reference rates and will elect to apply this guidance in our consolidated financial statements in the event that we are impacted by reference rate reform.
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing certain separation models requiring separate accounting for embedded conversion features which will result in more convertible debt instruments accounted for as a single liability. The ASU eliminates certain settlement conditions that are required for equity classification to qualify for the derivative scope exception. The ASU addresses how convertible instruments are accounted for in the calculation of diluted earnings per share by using the if-converted method. The ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently assessing the impact of this guidance on our consolidated financial statements.