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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
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedCommission File Number
September 30, 2023001-39218
CONMED CORPORATION
(Exact name of the registrant as specified in its charter)
Delaware16-0977505
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
11311 Concept BlvdLargo,Florida33773
(Address of principal executive offices)(Zip Code)
(727) 392-6464
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueCNMDNYSE
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    No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  

Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.  See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer     Accelerated filer     Non-accelerated filer

Smaller reporting company     Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

The number of shares outstanding of registrant's common stock, as of October 23, 2023 is 30,752,199 shares.



CONMED CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2023
PART I FINANCIAL INFORMATION
Item NumberPage
   
 
   
 
   
 
   
 
   
 
   
   
   
   
   
PART II OTHER INFORMATION
   
 30
   
   


PART I FINANCIAL INFORMATION
Item 1.
CONMED CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands except per share amounts)
 
 Three Months EndedNine Months Ended
 September 30,September 30,
 2023202220232022
Net sales$304,578 $275,088 $917,699 $794,605 
Cost of sales136,519 123,473 423,629 355,222 
Gross profit168,059 151,615 494,070 439,383 
Selling and administrative expense125,295 114,600 385,080 333,302 
Research and development expense12,464 12,767 38,574 34,932 
  Operating expenses137,759 127,367 423,654 368,234 
Income from operations30,300 24,248 70,416 71,149 
Interest expense10,019 8,536 30,271 19,462 
Other expense (See Note 11)   112,011 
Income (loss) before income taxes20,281 15,712 40,145 (60,324)
Provision (benefit) for income taxes
4,444 (30,438)8,757 46,842 
Net income (loss)$15,837 $46,150 $31,388 $(107,166)
Comprehensive income (loss)$14,825 $43,125 $35,287 $(113,096)
Per share data: 
Net income (loss) 
Basic$0.52 $1.51 $1.02 $(3.59)
Diluted0.50 1.48 0.99 (3.59)
Weighted average common shares
Basic30,741 30,473 30,638 29,892 
Diluted31,689 31,103 31,563 29,892 

 See notes to consolidated condensed financial statements.
1

CONMED CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited, in thousands except share and per share amounts)
 
September 30,
2023
December 31,
2022
ASSETS 
Current assets: 
Cash and cash equivalents$30,502 $28,942 
Accounts receivable, net230,196 191,345 
Inventories325,824 332,320 
Prepaid expenses and other current assets39,127 28,619 
Total current assets625,649 581,226 
Property, plant and equipment, net120,436 115,611 
Goodwill815,143 815,429 
Other intangible assets, net657,353 681,799 
Other assets107,094 103,527 
Total assets$2,325,675 $2,297,592 
LIABILITIES AND SHAREHOLDERS' EQUITY 
Current liabilities: 
Current portion of long-term debt$70,625 $69,746 
Accounts payable81,871 73,393 
Accrued compensation and benefits60,334 54,733 
Other current liabilities163,489 98,680 
Total current liabilities376,319 296,552 
Long-term debt942,166 985,076 
Deferred income taxes66,913 66,725 
Other long-term liabilities144,072 203,694 
Total liabilities1,529,470 1,552,047 
Commitments and contingencies
Shareholders' equity: 
Preferred stock, par value $0.01 per share;
 
authorized 500,000 shares; none outstanding
  
Common stock, par value $0.01 per share;
100,000,000 shares authorized; 31,299,194 shares
issued in 2023 and 2022, respectively
313 313 
Paid-in capital439,731 413,235 
Retained earnings425,612 412,631 
Accumulated other comprehensive loss(53,959)(57,858)
Less: 552,016 and 811,532 shares of common stock
in treasury, at cost, in 2023 and 2022, respectively
(15,492)(22,776)
Total shareholders’ equity796,205 745,545 
Total liabilities and shareholders’ equity$2,325,675 $2,297,592 

 See notes to consolidated condensed financial statements.
2


CONMED CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited, in thousands except per share amounts)
 Common StockPaid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Shareholders’
Equity
 SharesAmount
Balance at December 31, 202231,299 $313 $413,235 $412,631 $(57,858)$(22,776)$745,545 
Common stock issued under employee plans  556  2,044 2,600 
Stock-based compensation  5,726    5,726 
Dividends on common stock ($0.20 per share)
(6,113)(6,113)
Comprehensive income:
Cash flow hedging gain, net877 
Pension liability, net403 
Foreign currency translation adjustments1,596 
Net income1,819 
Total comprehensive income4,695 
Balance at March 31, 202331,299 $313 $419,517 $408,337 $(54,982)$(20,732)$752,453 
Common stock issued under employee plans6,841 4,856 11,697 
Stock-based compensation6,422 6,422 
Dividends on common stock ($0.20 per share)
(6,145)(6,145)
Comprehensive income:
Cash flow hedging gain, net503 
Pension liability, net403 
Foreign currency translation adjustments1,129 
Net income13,732 
Total comprehensive income15,767 
Balance at June 30, 202331,299 $313 $432,780 $415,924 $(52,947)$(15,876)$780,194 
Common stock issued under employee plans765 384 1,149 
Stock-based compensation6,186 6,186 
Dividends on common stock ($0.20 per share)
(6,149)(6,149)
Comprehensive income (loss):
Cash flow hedging gain, net2,730 
Pension liability, net403 
Foreign currency translation adjustments(4,145)
Net income15,837 
Total comprehensive income14,825 
Balance at September 30, 202331,299 $313 $439,731 $425,612 $(53,959)$(15,492)$796,205 

3

 Common StockPaid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Shareholders’
Equity
 SharesAmount
Balance at December 31, 202131,299 $313 $396,771 $496,605 $(54,203)$(54,051)$785,435 
Common stock issued under employee plans  2,232  4,020 6,252 
Stock-based compensation  4,463    4,463 
Dividends on common stock ($0.20 per share)
(5,899)(5,899)
Comprehensive income (loss):
Cash flow hedging gain, net1,082 
Pension liability, net521 
Foreign currency translation adjustments(163)
Net income14,975 
Total comprehensive income16,415 
Cumulative effect of change in accounting principle(1)
(37,911)20,791 (17,120)
Balance at March 31, 202231,299 $313 $365,555 $526,472 $(52,763)$(50,031)$789,546 
Common stock issued under employee plans  611  633 1,244 
Stock-based compensation  5,755    5,755 
Dividends on common stock ($0.20 per share)
(6,092)(6,092)
Shares issued for the settlement of convertible notes(25,890)25,890  
Convertible note premium on extinguishment103,125 103,125 
Settlement of convertible notes hedge transactions118,912 118,912 
Settlement of warrants(96,758)(96,758)
Issuance of convertible notes hedge transactions, net of tax(142,128)(142,128)
Issuance of warrants72,000 72,000 
Comprehensive income (loss):
Cash flow hedging gains, net4,662 
Pension liability, net490 
Foreign currency translation adjustments(9,497)
Net loss(168,291)
Total comprehensive loss(172,636)
Balance at June 30, 202231,299 $313 $401,182 $352,089 $(57,108)$(23,508)$672,968 
Common stock issued under employee plans  159  426 585 
Stock-based compensation  5,754    5,754 
Dividends on common stock ($0.20 per share)
(6,095)(6,095)
Comprehensive income (loss):
Cash flow hedging gain, net4,833 
Pension liability, net490 
Foreign currency translation adjustments(8,348)
Net income46,150 
Total comprehensive income43,125 
Balance at September 30, 202231,299 $313 $407,095 $392,144 $(60,133)$(23,082)$716,337 
(1)We recorded the cumulative impact of adopting Accounting Standards Update (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 in 2022.

See notes to consolidated condensed financial statements.

4

CONMED CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
 Nine Months Ended
 September 30,
 20232022
Cash flows from operating activities: 
Net income (loss)$31,388 $(107,166)
Adjustments to reconcile net income (loss) to net cash provided by operating activities: 
Depreciation12,148 12,028 
Amortization of deferred debt issuance costs4,558 3,404 
Amortization41,724 39,754 
Stock-based compensation18,334 15,972 
Deferred income taxes(891)38,442 
Non-cash adjustment to fair value of contingent consideration liability6,949  
Loss on early extinguishment of debt 3,426 
Loss on convertible notes conversion premium 103,125 
Loss on convertible notes hedge transactions settlement 5,460 
Increase (decrease) in cash flows from changes in assets and liabilities:  
Accounts receivable(38,015)(16,092)
Inventories5,286 (52,126)
Accounts payable8,133 14,475 
Accrued compensation and benefits5,461 (8,261)
Other assets(21,978)(11,710)
Other liabilities(4,144)4,232 
Net cash provided by operating activities68,953 44,963 
Cash flows from investing activities: 
Purchases of property, plant and equipment(14,177)(16,109)
Payments related to business acquisitions, net of cash acquired
 (227,102)
Other(1,000) 
Net cash used in investing activities(15,177)(243,211)
Cash flows from financing activities: 
Payments on term loan (92,981)
Payments on revolving line of credit(560,000)(404,000)
Proceeds from revolving line of credit512,000 317,000 
Payments to redeem convertible notes (275,000)
Proceeds from issuance of convertible notes 800,000 
Payments related to debt issuance costs (21,830)
Dividends paid on common stock(18,353)(17,865)
Purchases of convertible notes hedge transactions (187,600)
Proceeds from issuance of warrants 72,000 
Proceeds from settlement of convertible notes hedge transactions 86,228 
Payment for settlement of warrants (69,534)
Other, net14,687 7,067 
Net cash provided by (used in) financing activities(51,666)213,485 
Effect of exchange rate changes on cash and cash equivalents(550)(2,730)
Net increase in cash and cash equivalents
1,560 12,507 
Cash and cash equivalents at beginning of period28,942 20,847 
Cash and cash equivalents at end of period$30,502 $33,354 
Non-cash investing and financing activities:
Contingent consideration$ $183,914 
Dividends payable$6,149 $6,095 
See notes to consolidated condensed financial statements.
5

CONMED CORPORATION
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 devices and equipment for surgical 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 September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

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, 2022 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.

While 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 October 26, 2023, 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 - New Accounting Pronouncements
    
Recently Issued Accounting Standards, Not Yet Adopted
    
In March 2020, the Financial Accounting Standards Board ("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 and was extended through December 31, 2024 by ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The Company has not adopted these ASUs as of September 30, 2023. Our seventh amended and restated senior credit agreement includes language to address the change from LIBOR to SOFR, an alternative base rate, therefore we do not believe reference rate reform will have a significant impact on our consolidated financial statements.

Note 4 - Business Combinations

On June 13, 2022, we acquired In2Bones Global, Inc. ("In2Bones") and all of its stock (the "In2Bones Acquisition") for an aggregate upfront payment of $145.2 million in cash. In addition, there are potential earn-out payments to In2Bones’ equity holders in an amount up to $110.0 million based on the achievement of certain revenue targets for In2Bones products during the sixteen (16) successive quarters commencing on July 1, 2022. In2Bones is a global developer, manufacturer and distributor of medical devices for the treatment of disorders and injuries of the lower extremities (foot and ankle). The
6

In2Bones Acquisition was funded through a combination of cash on hand and long-term borrowings as further described in Note 11. Proforma information for In2Bones is immaterial for disclosure for the three and nine months ended September 30, 2023 and 2022. Purchase accounting has been completed for the In2Bones Acquisition.

On August 9, 2022, we acquired Biorez, Inc. ("Biorez") and all of its stock (the "Biorez Acquisition") for an aggregate upfront payment of $85.5 million in cash. We paid $84.1 million as of September 30, 2023, with a $1.4 million holdback, pursuant to the merger agreement for the Biorez Acquisition. In addition, there are potential earn-out payments to Biorez’ equity holders in an amount up to $165.0 million based on the achievement of certain revenue targets for Biorez products during the sixteen (16) successive quarters commencing on October 1, 2022. Biorez is a medical device start-up focused on advancing the healing of soft tissue using its proprietary BioBrace® implant technology. The Biorez Acquisition was funded through a combination of cash on hand and long-term borrowings. Proforma information for Biorez is immaterial for disclosure for the three and nine months ended September 30, 2023 and 2022. Purchase accounting has been completed for the Biorez Acquisition.

We incurred costs for the amortization of inventory step-up to fair value of $2.2 million and $6.5 million during the three and nine months ended September 30, 2023, respectively, and $2.1 million and $2.4 million during the three and nine months ended September 30, 2022, respectively, related to the In2Bones acquisition, which were recorded in cost of sales. During the nine months ended September 30, 2023, we recognized $0.8 million in integration costs and professional fees related to the In2Bones and Biorez acquisitions that were included in selling and administrative expense. During the three and nine months ended September 30, 2022, we recognized $3.7 million and $6.3 million, respectively, in consulting fees, legal fees and other integration costs related to the acquisitions of In2Bones and Biorez, which were included in selling and administrative expense.
7

Note 5 - 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 EndedThree Months Ended
September 30, 2023September 30, 2022
 Orthopedic SurgeryGeneral SurgeryTotalOrthopedic SurgeryGeneral SurgeryTotal
Primary Geographic Markets
United States$46,273 $124,250 $170,523 $45,688 $110,033 $155,721 
Europe, Middle East & Africa28,001 23,436 51,437 26,914 20,300 47,214 
Asia Pacific29,995 23,289 53,284 28,242 17,223 45,465 
Americas (excluding the United States)20,398 8,936 29,334 17,774 8,914 26,688 
Total sales from contracts with customers$124,667 $179,911 $304,578 $118,618 $156,470 $275,088 
Timing of Revenue Recognition
Goods transferred at a point in time$115,722 $177,915 $293,637 $108,875 $154,856 $263,731 
Services transferred over time8,945 1,996 10,941 9,743 1,614 11,357 
Total sales from contracts with customers$124,667 $179,911 $304,578 $118,618 $156,470 $275,088 

Nine Months EndedNine Months Ended
September 30, 2023September 30, 2022
Orthopedic SurgeryGeneral SurgeryTotalOrthopedic SurgeryGeneral SurgeryTotal
Primary Geographic Markets
United States$147,557 $362,223 $509,780 $124,097 $312,034 $436,131 
Europe, Middle East & Africa93,703 72,032 165,735 88,955 63,093 152,048 
Asia Pacific93,365 58,632 151,997 79,333 46,379 125,712 
Americas (excluding the United States)62,008 28,179 90,187 53,932 26,782 80,714 
Total sales from contracts with customers$396,633 $521,066 $917,699 $346,317 $448,288 $794,605 
Timing of Revenue Recognition
Goods transferred at a point in time$367,118 $515,529 $882,647 $317,140 $443,629 $760,769 
Services transferred over time29,515 5,537 35,052 29,177 4,659 33,836 
Total sales from contracts with customers$396,633 $521,066 $917,699 $346,317 $448,288 $794,605 

Contract liability balances related to the sale of extended warranties to customers are as follows:

September 30, 2023December 31, 2022
Contract liability$18,645 $19,114 
    
Revenue recognized during the nine months ended September 30, 2023 and September 30, 2022 from amounts included in contract liabilities at the beginning of the period were $10.4 million and $9.5 million, respectively. There were no material contract assets as of September 30, 2023 and December 31, 2022.

8

Note 6 - Comprehensive Income (Loss)

Comprehensive income (loss) consists of the following:
 
Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net income (loss)$15,837 $46,150 $31,388 $(107,166)
Other comprehensive income (loss):
Cash flow hedging gain, net of income tax (income tax expense of $873 and $1,546 for the three months ended September 30, 2023 and 2022, respectively, and $1,315 and $3,384 for the nine months ended September 30, 2023 and 2022, respectively)
2,730 4,833 4,110 10,577 
Pension liability, net of income tax (income tax expense of $129 and $157 for the three months ended September 30, 2023 and 2022, respectively, and $387 and $439 for the nine months ended September 30, 2023 and 2022, respectively.)
403 490 1,210 1,502 
Foreign currency translation adjustment(4,145)(8,348)(1,421)(18,009)
Comprehensive income (loss)$14,825 $43,125 $35,287 $(113,096)

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, 2022$2,497 $(23,749)$(36,606)$(57,858)
Other comprehensive income (loss) before reclassifications, net of tax
8,692  (1,421)7,271 
Amounts reclassified from accumulated other comprehensive income (loss) before taxa
(6,048)1,597  (4,451)
Income tax 1,466 (387) 1,079 
Net current-period other comprehensive income (loss)
4,110 1,210 (1,421)3,899 
Balance, September 30, 2023$6,607 $(22,539)$(38,027)$(53,959)

Cash Flow
Hedging
Gain (Loss)
Pension
Liability
Cumulative
Translation
Adjustments
Accumulated
Other
Comprehensive
Income (Loss)
Balance, December 31, 2021$3,656 $(29,671)$(28,188)$(54,203)
Other comprehensive income (loss) before reclassifications, net of tax18,711  (18,009)702 
Amounts reclassified from accumulated other comprehensive income (loss) before taxa
(10,736)1,941  (8,795)
Income tax 2,602 (439) 2,163 
Net current-period other comprehensive income (loss)10,577 1,502 (18,009)(5,930)
Balance, September 30, 2022$14,233 $(28,169)$(46,197)$(60,133)
(a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive loss components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 7 and Note 13, respectively, for further details.
9


Note 7 - 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 (loss) but are included in accumulated other comprehensive loss.  These changes in fair value will be recognized into earnings (loss) 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 DesignationSeptember 30, 2023December 31, 2022
Forward exchange contractsCash flow hedge$218,929 $198,473 
Forward exchange contractsNon-designated49,918 81,929 

The remaining time to maturity as of September 30, 2023 is within two years for hedge designated foreign exchange contracts and approximately one month for non-hedge designated forward exchange contracts.

10

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) ("AOCI") and net earnings on our consolidated condensed statements of comprehensive income (loss) and our consolidated condensed balance sheets:

Amount of Gain Recognized in AOCIConsolidated Condensed Statements of Comprehensive Income (Loss)Amount of Gain Reclassified from AOCI
Three Months Ended September 30,
Total Amount of Line Item Presented
Derivative Instrument20232022Location of amount reclassified2023202220232022
Foreign exchange contracts$6,180 $11,695 Net Sales$304,578 $275,088 $1,095 $5,090 
 Cost of Sales136,519 123,473 1,482 225 
Pre-tax gain$6,180 $11,695 $2,577 $5,315 
Tax expense1,498 2,835 625 1,288 
Net gain$4,682 $8,860 $1,952 $4,027 

Amount of Gain Recognized in AOCIConsolidated Condensed Statements of Comprehensive Income (Loss)Amount of Gain Reclassified from AOCI
Nine Months Ended September 30,
Total Amount of Line Item Presented
Derivative Instrument20232022Location of amount reclassified2023202220232022
Foreign exchange contracts$11,471 $24,698 Net Sales$917,699 $794,605 $2,585 $10,237 
Cost of Sales423,629 355,222 3,463 499 
Pre-tax gain$11,471 $24,698 $6,048 $10,736 
Tax expense2,779 5,987 1,466 2,602 
Net gain $8,692 $18,711 $4,582 $8,134 

At September 30, 2023, $5.7 million of net unrealized gains 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.

11

Derivatives not designated as cash flow hedges

Net gains from derivative instruments not accounted for as hedges and losses on our intercompany receivables on our consolidated condensed statements of comprehensive income (loss) were:

Three Months Ended September 30,Nine Months Ended September 30,
Derivative InstrumentLocation on Consolidated Condensed Statements of Comprehensive Income (Loss)2023202220232022
  
Net gain on currency forward contractsSelling and administrative expense$227 $892 $630 $1,088 
Net loss on currency transaction exposuresSelling and administrative expense$(552)$(1,110)$(1,831)$(2,874)

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 September 30, 2023 and December 31, 2022:

September 30, 2023Location on Consolidated Condensed Balance SheetAsset Fair ValueLiabilities Fair ValueNet
Fair
Value
Derivatives designated as hedged instruments:   
Foreign exchange contractsPrepaid expenses and other current assets$8,124 $(658)$7,466 
Foreign exchange contractsOther assets1,344 (89)1,255 
$9,468 $(747)$8,721 
Derivatives not designated as hedging instruments:   
Foreign exchange contractsOther current liabilities39 (150)(111)
Total derivatives$9,507 $(897)$8,610 

December 31, 2022Location on Consolidated Condensed Balance SheetAsset Fair ValueLiabilities Fair ValueNet
Fair
Value
Derivatives designated as hedged instruments:  
Foreign exchange contracts Prepaid expenses and other current assets$6,757 $(3,121)$3,636 
Foreign exchange contractsOther long-term liabilities60 (400)(340)
$6,817 $(3,521)$3,296 
Derivatives not designated as hedging instruments:  
Foreign exchange contractsOther current liabilities48 (395)(347)
Total derivatives$6,865 $(3,916)$2,949 

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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 September 30, 2023 consist of forward foreign exchange contracts and contingent consideration. 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 Company values contingent consideration from the In2Bones and Biorez acquisitions using Level 3 inputs. The contingent consideration was recorded at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value. The fair value of contingent consideration is measured using projected payment dates, discount rates, revenue volatilities and projected revenues. The recurring Level 3 fair value measurements of contingent consideration for which the liabilities are recorded include the following significant unobservable inputs as of September 30, 2023:

Assumptions
Unobservable InputIn2BonesBiorez
Discount rate8.02%12.71%
Revenue volatility14.50%21.38%
Projected year of payment
2023-2026
2023-2026

Adjustments to the fair value of contingent consideration relate to the passage of time and changes in market assumptions. Changes in the fair value of contingent consideration liabilities for the nine months ended September 30, 2023 are as follows:

In2BonesBiorezLocation in Financial Statements
Balance as of January 1, 2023$70,198 $116,234 
Changes in fair value of contingent consideration860 6,089 Selling and administrative expense
Balance as of September 30, 2023$71,058 $122,323 
    
Contingent consideration of $82.5 million and $110.9 million is included in other current liabilities and other long-term liabilities, respectively, in the consolidated condensed balance sheet at September 30, 2023. Contingent consideration of $18.6 million and $167.8 million is included in other current liabilities and other long-term liabilities, respectively, in the consolidated condensed balance sheet at December 31, 2022.

The carrying amounts reported in our consolidated condensed balance sheets for cash and cash equivalents, accounts receivable, accounts payable and variable long-term debt approximate fair value.  

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Note 8 - Inventories

Inventories consist of the following:

September 30,
2023
December 31,
2022
Raw materials$115,547 $110,677 
Work-in-process30,382 26,166 
Finished goods179,895 195,477 
Total$325,824 $332,320 
 
Note 9 - Earnings (Loss) Per Share

Basic earnings (loss) per share (“basic EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share for the three and nine months ended September 30, 2023 and the three months ended September 30, 2022 (“diluted EPS”) gives effect to all dilutive potential shares. As the Company was in a net loss position for the nine months ended September 30, 2022, there were no dilutive potential shares included in the computation of diluted shares outstanding.

The following tables set forth the computation of basic and diluted earnings (loss) per share, as applicable, for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended September 30, 2023Three Months Ended September 30, 2022
 Basic EPSAdjustmentsDiluted EPSBasic EPSAdjustmentsDiluted EPS
Net income
$15,837 $ $15,837 $46,150 $ $46,150 
Weighted average shares outstanding30,741 — 30,741 30,473 — 30,473 
Stock compensation— 770 770 — 585 585 
Convertible notes— 178 178 — 45 45 
30,741 948 31,689 30,473 630 31,103 
EPS$0.52 $0.50 $1.51 $1.48 
 
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Nine Months Ended September 30, 2023Nine Months Ended September 30, 2022
 Basic EPSAdjustmentsDiluted EPSBasic EPSAdjustmentsDiluted EPS
Net income (loss)
$31,388  $31,388 $(107,166) $(107,166)
Weighted average shares outstanding30,638 — 30,638 29,892 — 29,892 
Stock compensation— 758 758 —   
Warrants— 15 15 —   
Convertible notes— 152 152 —   
30,638 925 31,563 29,892  29,892 
EPS$1.02 $0.99 $(3.59)$(3.59)

The shares used in the calculation of diluted EPS exclude stock options and stock appreciation rights 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 1.7 million and 1.8 million for the three and nine months ended September 30, 2023, respectively, and 2.0 million for the three months ended September 30, 2022. As the Company was in a net loss position for the nine months ended September 30, 2022, there were no anti-dilutive shares.


Note 10 - Goodwill and Other Intangible Assets

The changes in the net carrying amount of goodwill for the nine months ended September 30, 2023 are as follows:

Balance as of December 31, 2022$815,429 
Foreign currency translation(286)
Balance as of September 30, 2023$815,143 
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. 

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Other intangible assets consist of the following:

 September 30, 2023December 31, 2022
Weighted Average Amortization Period (Years)Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Intangible assets with definite lives:22
Customer and distributor relationships24$369,812 $(184,040)$369,854 $(170,870)
Sales representation, marketing and promotional rights25149,376 (70,500)149,376 (66,000)
Developed technology18320,204 (42,087)320,204 (34,675)
Patents and other intangible assets1681,677 (53,633)79,838 (52,472)
Intangible assets with indefinite lives:    
Trademarks and tradenames86,544 — 86,544 — 
$1,007,613 $(350,260)$1,005,816 $(324,017)

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 $8.7 million for both the three months ended September 30, 2023 and 2022 and $26.3 million and $24.9 million for the nine months ended September 30, 2023 and 2022, 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).
 
The estimated intangible asset amortization expense remaining for the year ending December 31, 2023 and for each of the five succeeding years is as follows:
 
Amortization included in expenseAmortization recorded as a reduction of revenueTotal
Remaining, 2023
$7,338 $1,500 $8,838 
202428,730 6,000 34,730 
202529,607 6,000 35,607 
202629,371 6,000 35,371 
202730,411 6,000 36,411 
202833,543 6,000 39,543 

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Note 11 - Long-Term Debt

Long-term debt consists of the following:

 September 30, 2023December 31, 2022
Revolving line of credit$22,000 $70,000 
Term loan, net of deferred debt issuance costs of $575 and $729 in 2023 and 2022, respectively
134,013 133,858 
2.625% convertible notes, net of deferred debt issuance costs of $93 and $432 in 2023 and 2022, respectively
69,907 69,568 
2.250% convertible notes, net of deferred debt issuance costs of $15,644 and $18,834 in 2023 and 2022, respectively
784,356 781,166 
Financing leases2,515 230 
Total debt1,012,791 1,054,822 
Less:  Current portion70,625 69,746 
Total long-term debt$942,166 $985,076 

Seventh Amended and Restated Senior Credit Agreement

On July 16, 2021, we entered into a seventh amended and restated senior credit agreement consisting of: (a) a $233.5 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 expire on July 16, 2026. The term loan was payable in quarterly installments increasing over the term of the facility. During 2022, we made a $90.0 million prepayment on the term loan facility resulting in the elimination of such quarterly payments with the remaining balance due upon the expiration of the term loan facility. The $90.0 million prepayment was accounted for as an extinguishment and resulted in a write-off to other expense of unamortized debt issuance costs of $0.5 million for the nine months ended September 30, 2022. Proceeds from the term loan facility and borrowings under the revolving credit facility were used to repay the then existing senior credit agreement. Interest rates are at the term Secured Overnight Financing Rate plus 0.114% ("Adjusted Term SOFR") (5.489% at September 30, 2023) plus an interest rate margin of 1.125% (6.614% at September 30, 2023). For borrowings where we elect to use the alternate base rate, the initial base rate is the greatest of (i) the Prime Rate, (ii) the Federal Funds Rate plus 0.50% or (iii) the one-month Adjusted Term SOFR plus 1.00%, plus, in each case, an interest rate margin.

There were $134.6 million in borrowings outstanding on the term loan facility as of September 30, 2023. There were $22.0 million in borrowings outstanding under the revolving credit facility as of September 30, 2023. Our available borrowings on the revolving credit facility at September 30, 2023 were $561.4 million with approximately $1.6 million of the facility set aside for outstanding letters of credit. The carrying amounts of the term loan and revolving credit facility approximate fair value.
    
The seventh amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The seventh 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 September 30, 2023. We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales.

2.625% Convertible Notes

On January 29, 2019, we issued $345.0 million aggregate principal amount of 2.625% convertible notes due in 2024 (the "2.625% Notes"). Interest is payable semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2019. The 2.625% Notes will mature on February 1, 2024, unless earlier repurchased or converted. The 2.625% 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 2.625% Notes may be converted at an initial conversion rate of 11.2608 shares of our common stock per $1,000 principal amount of 2.625% Notes (equivalent to an initial conversion price of approximately $88.80 per share of common stock). Holders of the 2.625% Notes may convert the 2.625% 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 2.625% Notes will also have the right to convert the 2.625% Notes prior to November 1, 2023, but only upon the occurrence of
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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 2.625% 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.

On June 6, 2022, the Company repurchased and extinguished $275.0 million principal amount of the 2.625% Notes for aggregate consideration consisting of $275.0 million in cash and approximately 0.9 million shares of the Company's common stock. During the nine months ended September 30, 2022, the Company recorded a loss on extinguishment of $103.1 million to other expense based on the fair value of the shares of the Company’s common stock issued in connection with the extinguishment. This loss was not deductible for tax purposes. We also recorded a write-off to other expense of unamortized debt issuance costs related to the 2.625% Notes of $2.9 million. Concurrently, the Company entered into a Supplemental Indenture related to the remaining $70.0 million in 2.625% Notes, in which the Company irrevocably elected to settle the principal value of those 2.625% Notes in cash. The $70.0 million in 2.625% Notes are reflected in the current portion of long-term debt at September 30, 2023.

For both the three months ended September 30, 2023 and 2022, we have recorded interest expense on the 2.625% Notes of $0.5 million, and for the nine months ended September 30, 2023 and 2022, we have recorded interest expense on the 2.625% Notes of $1.4 million and $4.4 million, respectively, at the contractual coupon rate of 2.625%.

The estimated fair value of the 2.625% Notes was approximately $81.2 million as of September 30, 2023 based on a market approach which represents a Level 2 valuation in the fair value hierarchy. The estimated fair value was determined based on the estimated or actual bids and offers of the 2.625% Notes in an over-the-counter market transaction on the last business day of the period.

2.250% Convertible Notes

On June 6, 2022, we issued $800.0 million aggregate principal amount of 2.250% Notes. Interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2022. The 2.250% Notes will mature on June 15, 2027, unless earlier repurchased or converted. The 2.250% 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, with the principal required to be paid in cash. The 2.250% Notes may be converted at an initial conversion rate of 6.8810 shares of our common stock per $1,000 principal amount of the 2.250% Notes (equivalent to an initial conversion price of approximately $145.33 per share of common stock). Holders of the 2.250% Notes may convert the 2.250% Notes at their option at any time on or after March 15, 2027 through the second scheduled trading day preceding the maturity date. Holders of the 2.250% Notes will also have the right to convert the 2.250% Notes prior to March 15, 2027, but only upon the occurrence of specified events. The conversion rate is subject to anti-dilution adjustments if certain events occur. A portion of these proceeds were used to repurchase and extinguish a portion of the 2.625% Notes, pay off our then outstanding balance on our revolving line of credit, pay down of $90.0 million of our term loan and partially pay for the In2Bones Acquisition. In addition, approximately $115.6 million of the proceeds were used to pay the cost of certain convertible notes hedge transactions related to the 2.250% Notes.

For both the three months ended September 30, 2023 and 2022, we have recorded interest expense on the 2.250% Notes of $4.5 million, and for the nine months ended September 30, 2023 and 2022, we have recorded interest expense on the 2.250% Notes of $13.5 million and $5.8 million, respectively, at the contractual coupon rate of 2.250%.

The estimated fair value of the 2.250% Notes was approximately $754.0 million as of September 30, 2023 based on a market approach which represents a Level 2 valuation in the fair value hierarchy. The estimated fair value was determined based on the estimated or actual bids and offers of the 2.250% Notes in an over-the-counter market transaction on the last business day of the period.

Convertible Notes Hedge Transactions

In connection with the offerings of the 2.625% and 2.250% Notes, we entered into convertible notes hedge transactions with a number of financial institutions (each, an “option counterparty”). The convertible notes hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the respective Notes, the number of shares of our common stock underlying the 2.625% and 2.250% Notes. Concurrent with entering into the convertible notes 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
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stock.

In connection with the repurchase and extinguishment of $275.0 million principal amount of the 2.625% Notes, the Company entered into agreements with the option counterparties to terminate a corresponding portion of the hedges on the 2.625% Notes. The Company recorded a $5.5 million charge to other expense as a result of a subsequent decline in fair value between execution date and settlement date during the nine months ended September 30, 2022.

The convertible notes 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 notes hedge transactions, is greater than the strike price of the convertible notes 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 ($114.92 for the 2.625% Notes and $251.53 for the 2.250% Notes) of the warrants, there would nevertheless be dilution to the extent that such market price exceeds the strike price of the warrants, unless we elect to settle the warrants in cash.

The scheduled maturities of long-term debt outstanding at September 30, 2023 are as follows:

Remaining, 2023
$ 
2024
70,000 
2025
 
2026
156,588 
2027
800,000 
2028
 
The above amounts exclude deferred debt issuance costs and financing leases.

Note 12 - 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 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 liability for standard warranties for the nine months ended September 30, are as follows:

 20232022
Balance as of January 1,$1,944 $2,344 
Provision for warranties388 297 
Claims made(569)(624)
Balance as of September 30,$1,763 $2,017 
 
Costs associated with extended warranty repairs are recorded as incurred and amounted to $3.9 million and $4.6 million for the nine months ended September 30, 2023 and 2022, respectively.

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Note 13 - Pension Plan

Net periodic pension cost consists of the following: 

Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Service cost$194 $269 $582 $807 
Interest cost on projected benefit obligation911 537 2,733 1,611 
Expected return on plan assets(1,032)(1,324)(3,096)(3,972)
Net amortization and deferral532 647 1,597 1,941 
Net periodic pension cost$605 $129 $1,816 $387 
 
We do not expect to make any pension contributions during 2023. Non-service pension cost/(benefit) was immaterial for the three and nine months ended September 30, 2023 and 2022.


Note 14 - 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 and lower extremities instrumentation and implants, small bone, large bone and specialty powered surgical instruments as well as imaging systems for use in minimally invasive surgery procedures 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 September 30,Nine Months Ended September 30,
 2023202220232022
Orthopedic surgery$124,667 $118,618 $396,633 $346,317 
General surgery179,911 156,470 521,066 448,288 
Consolidated net sales$304,578 $275,088 $917,699 $794,605 

Note 15 - 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
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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 $35 million per incident and $35 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.

CONMED is defending two Georgia State Court actions. The first action was filed in Cobb County by various employees, former employees, contract workers and others against CONMED and against a contract sterilizer (the "Cobb County Action"). The second action was filed in Douglas County against CONMED’s landlord and other allegedly related entities (the "Douglas County Action"). Plaintiffs in the lawsuits allege personal injury and related claims purportedly arising from or relating to exposure to Ethylene Oxide, a chemical used to sterilize certain products. CONMED is defending the claims asserted directly against it and is providing indemnification for certain other defendants based on contractual provisions.

Both actions are in their early stages. The Company's motion to dismiss in the Cobb County action was heard on January 10, 2022, and the Court issued a ruling on June 15, 2022 dismissing 44 of the 51 plaintiffs' claims as precluded by the exclusive workers' compensation remedy, as well as one claim from a non-employee plaintiff. As to the remaining claims that were not the subject of the motion to dismiss, CONMED believes it has strong defenses and will vigorously defend itself and all parties it is indemnifying. As with any litigation, there are risks, including the risk that CONMED may not prevail with respect to the defense of the underlying claims, or with respect to securing adequate insurance coverage for the indemnification claims. The Company is unable to estimate a range of possible loss at this time, and 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.

CONMED submitted the foregoing claims for insurance coverage. One insurer is providing coverage for certain of the claims asserted directly against the Company. CONMED litigated two lawsuits in the United States District Court for the Northern District of New York ("the Northern District") with Federal Insurance Company (“Chubb”): one involving CONMED’s claim for coverage for the indemnification claims arising from the Cobb County Action, and the other concerning CONMED’s claim for coverage for the indemnification claims arising from the Douglas County Action. On March 10, 2022, the Court ruled in favor of CONMED with respect to coverage for the indemnification claims arising from the Cobb County Action. Chubb's motion for reconsideration was denied, and Chubb filed a notice of appeal. On August 9, 2022, CONMED won a similar ruling finding in its favor and against Chubb as to the coverage case concerning the Douglas County Action. Chubb appealed that decision as well. Chubb subsequently withdrew its appeal in connection with a settlement between the parties. Chubb disputes the amount it owes in fees incurred by the Company's attorneys defending the Douglas County action going forward. Accordingly, CONMED has commenced a third action against Chubb in the Northern District to enforce the terms of the settlement agreement, although there can be no assurance that CONMED will prevail.

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In addition, one of CONMED’s contract sterilizers, which is defending toxic tort claims asserted by various residents in the areas around its processing facility, has placed CONMED on notice of a claim for indemnification relating to some of those claims. CONMED is reviewing the notice, and has not at this time taken any position on the notice.

The government of Italy passed a law in late 2015 to tax medical device companies on revenue derived from sales to public hospitals. The tax is calculated and based on provincial spending over and above certain thresholds. Since the law was enacted, the Italian government essentially made no effort to administer or collect the tax. A lack of interpretative guidance and complexity of the law resulted in uncertainty as to the actual amount of liability. In September 2022, the Italian government passed a further decree which, amongst other provisions, delegated administration and collection to the provincial level for the years 2015 – 2018. The Italy medical device tax represents variable consideration in the form of a retroactive discount potentially owed to the customer, which is ultimately the Italian government. The Company is challenging the imposition of the medical device tax in Italy, as have many other medical device companies, on the ground that the law was never implemented properly with regulations. While the Company is informed that its position is well-grounded in the law, there can be no assurance that the Company will prevail. No amounts have been remitted to date.

From time to time, we are also subject to negligence and other claims arising out of the ordinary conduct of our business, including, for example, automobile or other accidents our employees may experience within the course of their employment or otherwise and which may, on occasion, involve potentially significant personal injuries or other exposures.

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.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 AND RESULTS OF OPERATIONS
 
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, 2022 and the following, among others:

general economic and business conditions, including, without limitation, a potential economic downturn, supply chain challenges and constraints, including the availability and cost of materials, the effects of inflation, and increased interest rates;
compliance with and changes in regulatory requirements;
the failure of any enterprise-wide software programs or information technology systems, or potential disruption associated with updating or implementing new software programs or information technology systems;
the risk of an information security breach, including a cybersecurity breach;
the COVID-19 global pandemic, which poses risks to our business, financial condition and results of operations as the pandemic and government and hospital responses to it, continue;
the possibility that United States or foreign regulatory and/or administrative agencies may initiate enforcement actions against us or our distributors;
the introduction and acceptance of new products;
the ability to advance our product lines, including challenges and uncertainties inherent in product research and development, and the uncertain impact, outcome and cost of ongoing and future clinical trials and market studies;
competition;
changes in customer preferences;
changes in technology;
cyclical customer purchasing patterns due to budgetary, staffing and other constraints;
environmental compliance risks, including lack of availability of sterilization with Ethylene Oxide (“EtO”) or other compliance costs associated with the use of EtO;
the quality of our management and business abilities and the judgment of our personnel, as well as our ability to attract, motivate and retain employees at all levels of the Company;
the availability, terms and deployment of capital;
current and future levels of indebtedness and capital spending;
changes in foreign exchange and interest rates;
the ability to evaluate, finance and integrate acquired businesses, products and companies;
changes in business strategy;
the risk of a lack of allograft tissues due to reduced donations of such tissues or due to tissues not meeting the appropriate high standards for screening and/or processing of such tissues;
the ability to defend and enforce intellectual property, including the risks related to theft or compromise of intellectual property in connection with our international operations;
the risk of patent, product and other litigation, as well as the cost associated with such litigation;
trade protection measures, tariffs and other border taxes, and import or export licensing requirements; and
weather related events which may disrupt our operations.

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, 2022 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
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events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events.

Overview

CONMED Corporation (“CONMED”, the “Company”, “we” or “us”) is a medical technology company that provides devices and equipment for surgical 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.

Our product lines consist of orthopedic surgery and general surgery. Orthopedic surgery consists of sports medicine and lower extremities instrumentation and implants, small bone, large bone and specialty powered surgical instruments as well as imaging systems for use in minimally invasive surgery procedures and service fees related to the 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 as a percentage of consolidated net sales are as follows:
 
 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Orthopedic surgery41 %43 %43 %44 %
General surgery59 %57 %57 %56 %
Consolidated net sales100 %100 %100 %100 %

A significant amount of our products are used in surgical procedures with approximately 84% of our revenues derived from the sale of single-use products. Our capital equipment offerings also facilitate the ongoing sale of related single-use products and accessories, thus providing us with a recurring revenue stream. We manufacture substantially all of our products in facilities located in the United States and Mexico. We market our products both domestically and internationally directly to customers and through distributors. International sales approximated 44% and 45% of our consolidated net sales during the nine months ended September 30, 2023 and 2022, respectively.

Business Environment
    
The Company has been and continues to be impacted by the macro-economic environment and we are experiencing higher manufacturing and operating costs caused by inflationary pressures and ongoing supply chain challenges. We continuously work with suppliers to mitigate these impacts; however, we expect these challenges to continue through 2023. This will likely impact our results of operations.

The Company has not been materially impacted by the wars in Ukraine and Israel. The Company has no direct operations in Russia, Ukraine or Israel with our business limited to selling to third party distributors. Total revenues and accounts receivable associated with sales to third party distributors in these countries are not material to the consolidated financial statements. We will continue to monitor and adjust our business strategy in response to the conflicts in these regions as necessary.

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, 2022 describes the significant accounting policies used in preparation of the Consolidated Financial Statements. On an ongoing basis, we evaluate the critical accounting policies used to prepare our consolidated financial statements, including, but not limited to, those related to goodwill and intangible assets, contingent consideration and our pension benefit obligation.

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Consolidated Results of Operations

The following table presents, as a percentage of net sales, certain categories included in our consolidated condensed statements of comprehensive income (loss) for the periods indicated:

 Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net sales100.0 %100.0 %100.0 %100.0 %
Cost of sales44.8 44.9 46.2 44.7 
Gross profit55.2 55.1 53.8 55.3 
Selling and administrative expense41.1 41.7 42.0 41.9 
Research and development expense4.1 4.6 4.2 4.4 
Income from operations9.9 8.8 7.7 9.0 
Interest expense3.3 3.1 3.3 2.4 
Other expense— — — 14.1 
Income (loss) before income taxes6.7 5.7 4.4 (7.6)
Provision (benefit) for income taxes
1.5 (11.1)1.0 5.9 
Net income (loss)5.2 %16.8 %3.4 %(13.5)%

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Net Sales

The following table presents net sales by product line for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended
% Change
20232022As ReportedImpact of Foreign CurrencyConstant Currency
Orthopedic surgery$124.7 $118.6 5.1 %1.3 %6.4 %
General surgery179.9 156.5 15.0 %1.0 %16.0 %
   Net sales$304.6 $275.1 10.7 %1.2 %11.9 %
Single-use products$253.3 $231.3 9.5 %1.1 %10.6 %
Capital products51.3 43.8 17.1 %1.5 %18.6 %
   Net sales$304.6 $275.1 10.7 %1.2 %11.9 %
Nine Months Ended
% Change
20232022As ReportedImpact of Foreign CurrencyConstant Currency
Orthopedic surgery$396.6 $346.3 14.5 %2.7 %17.2 %
General surgery521.1 448.3 16.2 %1.7 %17.9 %
   Net sales$917.7 $794.6 15.5 %2.1 %17.6 %
Single-use products$767.3 $663.1 15.7 %2.1 %17.8 %
Capital products150.4 131.5 14.3 %2.3 %16.6 %
   Net sales$917.7 $794.6 15.5 %2.1 %17.6 %

Net sales increased 10.7% and 15.5% in the three and nine months ended September 30, 2023, respectively, compared to the same periods a year ago due to increases across the majority of our product lines, including In2Bones and Biorez product lines. Further contributing to sales growth during the nine months ended September 30, 2023 was the significant progress and improvement we made with the performance of our warehouse management system and significant reduction in the shipping delays that existed at year-end 2022.

Orthopedic surgery sales increased 5.1% and 14.5% in the three and nine months ended September 30, 2023, respectively, as a result of growth in the In2Bones and Biorez product lines and increases in our orthopedic product offerings.

General surgery sales increased 15.0% and 16.2% in the three and nine months ended September 30, 2023, respectively, on growth in our AirSeal, Buffalo Filter and other surgical product offerings.

Cost of Sales

Cost of sales increased to $136.5 million in the three months ended September 30, 2023 as compared to $123.5 million in the three months ended September 30, 2022 and increased to $423.6 million in the nine months ended September 30, 2023 as compared to $355.2 million in the nine months ended September 30, 2022. Gross profit margins increased 10 basis points to 55.2% in the three months ended September 30, 2023 as compared to 55.1% in the three months ended September 30, 2022. Gross profit margins decreased 150 basis points to 53.8% in the nine months ended September 30, 2023 as compared to 55.3% in the nine months ended September 30, 2022.

The 10 basis point increase in gross profit margins during the three months ended September 30, 2023 was primarily due to product mix. The 150 basis point decrease in gross profit margins during the nine months ended September 30, 2023
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was driven by cost increases and inflation in raw materials and other costs of production. In addition, during the three and nine months ended September 30, 2023, we incurred costs for the amortization of inventory step-up to fair value of $2.2 million and $6.5 million, respectively, related to the In2Bones acquisition compared to $2.1 million and $2.4 million of such costs during the three and nine months ended September 30, 2022, respectively. During the nine months ended September 30, 2023, we also incurred $1.1 million in consulting fees related to a cost improvement initiative and $1.0 million in severance related to the elimination of certain positions.

Selling and Administrative Expense

Selling and administrative expense increased to $125.3 million in the three months ended September 30, 2023 as compared to $114.6 million in the three months ended September 30, 2022, and increased to $385.1 million in the nine months ended September 30, 2023 as compared to $333.3 million in the nine months ended September 30, 2022. Selling and administrative expense as a percentage of net sales decreased 60 basis points to 41.1% in the three months ended September 30, 2023 as compared to 41.7% in the three months ended September 30, 2022 and increased 10 basis points to 42.0% in the nine months ended September 30, 2023 as compared to 41.9% in the nine months ended September 30, 2022.

The 60 basis point decrease in selling and administrative expense as a percentage of net sales for the three months ended September 30, 2023 was primarily due to lower ongoing selling and administrative expenses as a percentage of revenue as we leverage our existing selling and administrative structure. In addition, during the three months ended September 30, 2023 we incurred $3.2 million in fair value adjustments to contingent consideration and during the three months ended September 30, 2022 we incurred $3.7 million in consulting fees, legal fees and other integration related costs associated with the acquisitions of In2Bones and Biorez.

The increase in selling and administrative expense as a percentage of net sales for the nine months ended September 30, 2023 was primarily driven by:

$6.9 million in fair value adjustments to contingent consideration during the nine months ended September 30, 2023;
$6.1 million in costs related to the implementation of a new warehouse management system during the nine months ended September 30, 2023. These costs mainly consisted of incremental freight, labor and professional fees;
$2.1 million in costs related to the termination of distribution agreements during the nine months ended September 30, 2023; and
$1.6 million in costs consisting of severance related to the elimination of certain positions during the nine months ended September 30, 2023.

These increases are partially offset by the $6.3 million in consulting fees, legal fees and other integration related costs associated with the acquisitions of In2Bones and Biorez and the $0.8 million in costs related to a legal settlement during the nine months ended September 30, 2022.

Research and Development Expense

Research and development expense decreased to $12.5 million in the three months ended September 30, 2023 as compared to $12.8 million in the three months ended September 30, 2022, and increased to $38.6 million from $34.9 million in the nine months ended September 30, 2022. As a percentage of net sales, research and development expense decreased 50 basis points to 4.1% in the three months ended September 30, 2023 as compared to 4.6% in the three months ended September 30, 2022 and decreased to 4.2% during the nine months ended September 30, 2023 as compared to 4.4% in the nine months ended September 30, 2022. The changes in spend as a percentage of sales were mainly driven by the timing of research projects.

Interest Expense

Interest expense increased to $10.0 million in the three months ended September 30, 2023 from $8.5 million in the three months ended September 30, 2022, and increased to $30.3 million in the nine months ended September 30, 2023 from $19.5 million in the nine months ended September 30, 2022. The weighted average interest rates on our borrowings increased to 3.17% in the three months ended September 30, 2023 as compared to 2.66% in the three months ended September 30, 2022. The weighted average interest rates on our borrowings increased to 3.13% in the nine months ended September 30, 2023 as compared to 2.44% in the nine months ended September 30, 2022. The increases in interest expense in the three and nine months ended September 30, 2023 were driven by higher interest rates on our senior credit agreement. In addition, the issuance of the 2.250% Notes in June 2022 contributed to higher interest expense during the nine months ended September 30, 2023.


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Other Expense

During the nine months ended September 30, 2022, we recorded expense of $103.1 million related to the conversion premium on the repurchase and extinguishment of 2.625% Notes; $5.5 million related to the settlement of the associated convertible notes hedge transactions and $3.4 million related to the write-off of deferred financing fees associated with the repurchase of $275.0 million of the 2.625% Notes and the pay down of $90.0 million on our term loan as further described in Note 11.

Provision (Benefit) for Income Taxes

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate applied to its year-to-date earnings, and also adjusting for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate and if the estimated annual effective tax rate changes, the Company would make a cumulative adjustment in that quarter.

Income tax expense has been recorded at an effective tax rate of 21.9% for the three months ended September 30, 2023 compared to an income tax benefit at an effective tax rate of (193.7)% for the three months ended September 30, 2022. Income tax expense has been recorded at an effective tax rate of 21.8% for the nine months ended September 30, 2023 compared to (77.7)% for the nine months ended September 30, 2022. The higher effective tax rates for the three and nine months ended September 30, 2023 were primarily the result of pretax income in 2023 as compared to pretax losses generated by the second quarter 2022 premium on extinguishment and change in fair value of convertible notes hedges which were not deductible for tax in the same periods in the prior year. The three months ended September 30, 2023 included discrete income tax expense from stock options which increased the effective tax rate by 0.3% and discrete income tax benefit from finalizing the 2022 federal tax return which decreased the effective tax rate by 7.4% as compared to the three months ended September 30, 2022 which included discrete income tax benefit from stock option exercises which reduced the effective tax rate by 1.0%. The nine months ended September 30, 2023 included discrete income tax benefit from stock option exercises which decreased the effective tax rate by 3.7%, discrete income tax benefit from finalizing the 2022 federal tax return which decreased the effective tax rate by 3.7% and discrete income tax expense from other foreign related taxes which increased the effective tax rate by 0.9% as compared to the tax benefit from stock option exercises which increased the effective tax rate by 3.1% for the nine months ended September 30, 2022. A reconciliation of the United States statutory income tax rate to our effective tax rate is included in our Annual Report on Form 10-K for the year ended December 31, 2022 under Note 9 to the consolidated financial statements.

Non-GAAP Financial Measures

Net sales on a "constant currency" basis is a non-GAAP measure. The Company analyzes net sales on a constant currency basis to better measure the comparability of results between periods. To measure percentage sales growth in constant currency, the Company removes the impact of changes in foreign currency exchange rates that affect the comparability and trend of net sales.

Because non-GAAP financial measures are not standardized, it may not be possible to compare this financial measure with other companies' non-GAAP financial measures having the same or similar names. This adjusted financial measure should not be considered in isolation or as a substitute for reported net sales growth, the most directly comparable GAAP financial measure. This non-GAAP financial measure is an additional way of viewing net sales that, when viewed with our GAAP results, provides a more complete understanding of our business. The Company strongly encourages investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Liquidity and Capital Resources

Our liquidity needs arise primarily from capital investments, working capital requirements and payments on indebtedness under the seventh amended and restated senior credit agreement. We have historically met these liquidity requirements with funds generated from operations and borrowings under our revolving credit facility. In addition, we have historically used term borrowings, including borrowings under the seventh amended and restated senior credit agreement to finance our acquisitions. We also have the ability to raise funds through the sale of stock or we may issue debt through a private placement or public offering.

Operating cash flows

Our net working capital position was $249.3 million at September 30, 2023.  Net cash provided by operating activities was $69.0 million in the nine months ended September 30, 2023 and $45.0 million in the nine months ended September 30, 2022, generated on net income (loss) of $31.4 million and $(107.2) million for the nine months ended September 30, 2023 and
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2022, respectively. Significant changes in assets and liabilities affecting operating cash flows in the nine months ended September 30, 2023 include the following:

A decrease in cash flows from accounts receivable based on the timing of sales and cash receipts;
An increase in cash flows from inventory as we moderate our inventory levels;
A decrease in cash flows from other assets as we increased our field inventory in support of increased sales;
An increase in cash flows from accounts payable due to the timing of payments; and
A decrease in cash flows from other liabilities primarily resulting from income tax payments.

Investing cash flows

Net cash used in investing activities in the nine months ended September 30, 2023 decreased $228.0 million from the same period a year ago primarily due to the $144.7 million payment for the In2Bones acquisition and $82.4 million payment for the Biorez acquisition in 2022.

Financing cash flows

Net cash used in financing activities in the nine months ended September 30, 2023 was $51.7 million compared to net cash provided by financing activities of $213.5 million during 2022. Below is a summary of the significant financing activities impacting the change during the nine months ended September 30, 2023 compared to 2022:

We had net payments on our revolving line of credit of $48.0 million, compared to $87.0 million during the nine months ended September 30, 2022.
We received proceeds of $800.0 million in 2.250% Notes during the nine months ended September 30, 2022.
We paid $275.0 million in aggregate principal on the repurchase and extinguishment of the 2.625% Notes during the nine months ended September 30, 2022.
We paid $187.6 million to purchase hedges related to our 2.250% Notes. Partially offsetting this, were proceeds of $72.0 million from the issuance of warrants during the nine months ended September 30, 2022.
We paid $69.5 million to settle warrants related to the 2.625% Notes and received $86.2 million to settle the hedges related to the 2.625% Notes during the nine months ended September 30, 2022.
We paid $21.8 million in debt issuance costs related to the 2.250% Notes during the nine months ended September 30, 2022.
We had net payments on our term loan of $93.0 million during the nine months ended September 30, 2022.
We had net cash proceeds of $16.5 million related to stock issued under employee plans for the nine months ended September 30, 2023 compared to $10.1 million in the same period a year ago.

Other Liquidity Matters

Our cash balances and cash flows generated from operations may be used to fund strategic investments, business acquisitions, working capital needs, research and development, common stock repurchases and payments of dividends to our shareholders. Management believes that cash flow from operations, including cash and cash equivalents on hand and available borrowing capacity under our seventh amended and restated senior credit agreement, will be adequate to meet our anticipated operating working capital requirements, debt service, funding of capital expenditures, dividend payments and common stock repurchases in the foreseeable future. In addition, management believes we could access capital markets, as necessary, to fund future business acquisitions.

The Company is also being impacted by the macro-economic environment and we are experiencing higher manufacturing and operating costs caused by inflationary pressures and ongoing supply chain challenges. We continue to monitor our spending and expenses in light of these factors. However, we may need to take further steps to reduce our costs, or to refinance our debt. See “Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022, for further discussion.

There were $134.6 million in borrowings outstanding on the term loan facility as of September 30, 2023. There were $22.0 million in borrowings outstanding under the revolving credit facility as of September 30, 2023. Our available borrowings on the revolving credit facility at September 30, 2023 were $561.4 million with approximately $1.6 million of the facility set aside for outstanding letters of credit.

The seventh amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The seventh amended and restated senior credit agreement contains covenants and restrictions which, among other
29

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 September 30, 2023. We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales.

See Note 11 for further information on our financing agreements and outside debt obligations.

Our Board of Directors has authorized a $200.0 million share repurchase program. Through September 30, 2023, we have repurchased a total of 6.1 million shares of common stock aggregating $162.6 million under this authorization and have $37.4 million remaining available for share repurchases. The repurchase program calls for shares to be purchased in the open market or in private transactions from time to time. We may suspend or discontinue the share repurchase program at any time. We have not purchased any shares of common stock under the share repurchase program during 2023. We have financed the repurchases and may finance additional repurchases through operating cash flow and from available borrowings under our revolving credit facility.

New accounting pronouncements

See Note 3 to the consolidated condensed financial statements for a discussion of new accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in our primary market risk exposures or in how these exposures are managed during the nine months ended September 30, 2023.  Reference is made to Item 7A. of our Annual Report on Form 10-K for the year ended December 31, 2022 for a description of Qualitative and Quantitative Disclosures About Market Risk.
 
Item 4.  Controls and Procedures
 
As of the end of the period covered by this report, an evaluation was carried out by CONMED Corporation’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.  In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II OTHER INFORMATION


Item 1. Legal Proceedings

Reference is made to Item 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and to Note 15 of the Notes to Consolidated Condensed Financial Statements included in Part I of this Report for a description of certain legal matters.

Item 5.  Other Information
 
During the quarter ended September 30, 2023, none of the members of our Board of Directors or Executive Officers adopted, modified or terminated a trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c), under the Securities Exchange Act of 1934.


30


Item 6. Exhibits

Exhibit Index
Exhibit No.Description of Exhibit
31.1
  
31.2
  
32.1
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page - Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101)
31

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the date indicated below.

 CONMED CORPORATION
 
  
 
By: /s/ Todd W. Garner
 Todd W. Garner
 Executive Vice President and
 Chief Financial Officer
 
 Date:  
 October 26, 2023
32

Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Curt R. Hartman, certify that:
1.I have reviewed this quarterly report on Form 10-Q of CONMED Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

October 26, 2023
 /s/ Curt R. Hartman
 Curt R. Hartman
 Chair of the Board, President & Chief Executive Officer
 



Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd W. Garner, certify that:
1.I have reviewed this quarterly report on Form 10-Q of CONMED Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

October 26, 2023
 /s/ Todd W. Garner
 Todd W. Garner
 Executive Vice President and
 Chief Financial Officer



Exhibit 32.1

CERTIFICATIONS
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of CONMED Corporation, a Delaware corporation (the “Corporation”), does hereby certify that:

The Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”) of the Corporation fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Corporation.


Date:October 26, 2023/s/ Curt R. Hartman
 Curt R. Hartman
 Chair of the Board, President &
Chief Executive Officer
  
  
  
Date:October 26, 2023/s/ Todd W. Garner
 Todd W. Garner
 Executive Vice President and
 Chief Financial Officer

v3.23.3
Cover Page - shares
9 Months Ended
Sep. 30, 2023
Oct. 23, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Fiscal Period Focus Q3  
Document Period End Date Sep. 30, 2023  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Entity File Number 001-39218  
Entity Registrant Name CONMED CORPORATION  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 16-0977505  
Entity Address, Address Line One 11311 Concept Blvd  
Entity Address, City or Town Largo,  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33773  
City Area Code 727  
Local Phone Number 392-6464  
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol CNMD  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   30,752,199
Entity Central Index Key 0000816956  
Amendment Flag false  
v3.23.3
Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net sales $ 304,578 $ 275,088 $ 917,699 $ 794,605
Cost of sales 136,519 123,473 423,629 355,222
Gross profit 168,059 151,615 494,070 439,383
Selling and administrative expense 125,295 114,600 385,080 333,302
Research and development expense 12,464 12,767 38,574 34,932
  Operating expenses 137,759 127,367 423,654 368,234
Income from operations 30,300 24,248 70,416 71,149
Interest expense 10,019 8,536 30,271 19,462
Other expense (See Note 11) 0 0 0 112,011
Income (loss) before income taxes 20,281 15,712 40,145 (60,324)
Provision (benefit) for income taxes 4,444 (30,438) 8,757 46,842
Net income (loss) 15,837 46,150 31,388 (107,166)
Comprehensive income (loss) $ 14,825 $ 43,125 $ 35,287 $ (113,096)
Per share data:        
Basic (in dollars per share) $ 0.52 $ 1.51 $ 1.02 $ (3.59)
Diluted (in dollars per share) $ 0.50 $ 1.48 $ 0.99 $ (3.59)
Weighted average common shares:        
Basic (in shares) 30,741 30,473 30,638 29,892
Diluted (in shares) 31,689 31,103 31,563 29,892
v3.23.3
Consolidated Condensed Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 30,502 $ 28,942
Accounts receivable, net 230,196 191,345
Inventories 325,824 332,320
Prepaid expenses and other current assets 39,127 28,619
Total current assets 625,649 581,226
Property, plant and equipment, net 120,436 115,611
Goodwill 815,143 815,429
Other intangible assets, net 657,353 681,799
Other assets 107,094 103,527
Total assets 2,325,675 2,297,592
Current liabilities:    
Current portion of long-term debt 70,625 69,746
Accounts payable 81,871 73,393
Accrued compensation and benefits 60,334 54,733
Other current liabilities 163,489 98,680
Total current liabilities 376,319 296,552
Long-term debt 942,166 985,076
Deferred income taxes 66,913 66,725
Other long-term liabilities 144,072 203,694
Total liabilities 1,529,470 1,552,047
Commitments and contingencies
Shareholders' equity:    
Preferred stock, par value $.01 per share; authorized 500,000 shares; none outstanding 0 0
Common stock, par value $0.01 per share; 100,000,000 shares authorized; 31,299,194 shares issued in 2023 and 2022, respectively 313 313
Paid-in capital 439,731 413,235
Retained earnings 425,612 412,631
Accumulated other comprehensive loss (53,959) (57,858)
Less: 552,016 and 811,532 shares of common stock in treasury, at cost, in 2023 and 2022, respectively (15,492) (22,776)
Total shareholders’ equity 796,205 745,545
Total liabilities and shareholders’ equity $ 2,325,675 $ 2,297,592
v3.23.3
Consolidated Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value (dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 500,000 500,000
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 31,299,194 31,299,194
Treasury stock, shares (in shares) 552,016 811,532
v3.23.3
Consolidated Condensed Statements of Shareholders' Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss
Treasury Stock
Balance at period start (in shares) at Dec. 31, 2021   31,299        
Balance at period start at Dec. 31, 2021 $ 785,435 $ 313 $ 396,771 $ 496,605 $ (54,203) $ (54,051)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Common stock issued under employee plans 6,252   2,232     4,020
Stock-based compensation 4,463   4,463      
Dividends on common stock ($0.20 per share) (5,899)     (5,899)    
Comprehensive income:            
Cash flow hedging gain, net         1,082  
Pension liability, net of income tax         521  
Foreign currency translation adjustments         (163)  
Net income (loss)       14,975    
Comprehensive income (loss) $ 16,415          
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2020-06          
Balance at period end (in shares) at Mar. 31, 2022   31,299        
Balance at period end at Mar. 31, 2022 $ 789,546 $ 313 365,555 526,472 (52,763) (50,031)
Balance at period end (Accounting Standards Update 2020-06) at Mar. 31, 2022 [1] (17,120)   (37,911) 20,791    
Balance at period start (in shares) at Dec. 31, 2021   31,299        
Balance at period start at Dec. 31, 2021 785,435 $ 313 396,771 496,605 (54,203) (54,051)
Comprehensive income:            
Cash flow hedging gain, net 10,577          
Pension liability, net of income tax 1,502          
Foreign currency translation adjustments (18,009)          
Net income (loss) (107,166)          
Comprehensive income (loss) (113,096)          
Balance at period end (in shares) at Sep. 30, 2022   31,299        
Balance at period end at Sep. 30, 2022 716,337 $ 313 407,095 392,144 (60,133) (23,082)
Balance at period start (in shares) at Mar. 31, 2022   31,299        
Balance at period start at Mar. 31, 2022 789,546 $ 313 365,555 526,472 (52,763) (50,031)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Common stock issued under employee plans 1,244   611     633
Stock-based compensation 5,755   5,755      
Dividends on common stock ($0.20 per share) (6,092)     (6,092)    
Shares issued for the settlement of convertible notes 0   (25,890)     25,890
Convertible note premium on extinguishment 103,125   103,125      
Settlement of convertible notes hedge transactions 118,912   118,912      
Settlement of warrants (96,758)   (96,758)      
Issuance of convertible notes hedge transactions, net of tax (142,128)   (142,128)      
Issuance of warrants 72,000   72,000      
Comprehensive income:            
Cash flow hedging gain, net         4,662  
Pension liability, net of income tax         490  
Foreign currency translation adjustments         (9,497)  
Net income (loss)       (168,291)    
Comprehensive income (loss) (172,636)          
Balance at period end (in shares) at Jun. 30, 2022   31,299        
Balance at period end at Jun. 30, 2022 672,968 $ 313 401,182 352,089 (57,108) (23,508)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Common stock issued under employee plans 585   159     426
Stock-based compensation 5,754   5,754      
Dividends on common stock ($0.20 per share) (6,095)     (6,095)    
Comprehensive income:            
Cash flow hedging gain, net 4,833       4,833  
Pension liability, net of income tax 490       490  
Foreign currency translation adjustments (8,348)       (8,348)  
Net income (loss) 46,150     46,150    
Comprehensive income (loss) 43,125          
Balance at period end (in shares) at Sep. 30, 2022   31,299        
Balance at period end at Sep. 30, 2022 716,337 $ 313 407,095 392,144 (60,133) (23,082)
Balance at period start (in shares) at Dec. 31, 2022   31,299        
Balance at period start at Dec. 31, 2022 745,545 $ 313 413,235 412,631 (57,858) (22,776)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Common stock issued under employee plans 2,600   556     2,044
Stock-based compensation 5,726   5,726      
Dividends on common stock ($0.20 per share) (6,113)     (6,113)    
Comprehensive income:            
Cash flow hedging gain, net         877  
Pension liability, net of income tax         403  
Foreign currency translation adjustments         1,596  
Net income (loss)       1,819    
Comprehensive income (loss) 4,695          
Balance at period end (in shares) at Mar. 31, 2023   31,299        
Balance at period end at Mar. 31, 2023 752,453 $ 313 419,517 408,337 (54,982) (20,732)
Balance at period start (in shares) at Dec. 31, 2022   31,299        
Balance at period start at Dec. 31, 2022 745,545 $ 313 413,235 412,631 (57,858) (22,776)
Comprehensive income:            
Cash flow hedging gain, net 4,110          
Pension liability, net of income tax 1,210          
Foreign currency translation adjustments (1,421)          
Net income (loss) 31,388          
Comprehensive income (loss) 35,287          
Balance at period end (in shares) at Sep. 30, 2023   31,299        
Balance at period end at Sep. 30, 2023 796,205 $ 313 439,731 425,612 (53,959) (15,492)
Balance at period start (in shares) at Mar. 31, 2023   31,299        
Balance at period start at Mar. 31, 2023 752,453 $ 313 419,517 408,337 (54,982) (20,732)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Common stock issued under employee plans 11,697   6,841     4,856
Stock-based compensation 6,422   6,422      
Dividends on common stock ($0.20 per share) (6,145)     (6,145)    
Comprehensive income:            
Cash flow hedging gain, net         503  
Pension liability, net of income tax         403  
Foreign currency translation adjustments         1,129  
Net income (loss)       13,732    
Comprehensive income (loss) 15,767          
Balance at period end (in shares) at Jun. 30, 2023   31,299        
Balance at period end at Jun. 30, 2023 780,194 $ 313 432,780 415,924 (52,947) (15,876)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Common stock issued under employee plans 1,149   765     384
Stock-based compensation 6,186   6,186      
Dividends on common stock ($0.20 per share) (6,149)     (6,149)    
Comprehensive income:            
Cash flow hedging gain, net 2,730       2,730  
Pension liability, net of income tax 403       403  
Foreign currency translation adjustments (4,145)       (4,145)  
Net income (loss) 15,837     15,837    
Comprehensive income (loss) 14,825          
Balance at period end (in shares) at Sep. 30, 2023   31,299        
Balance at period end at Sep. 30, 2023 $ 796,205 $ 313 $ 439,731 $ 425,612 $ (53,959) $ (15,492)
[1] (1)We recorded the cumulative impact of adopting Accounting Standards Update (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 in 2022.
v3.23.3
Consolidated Condensed Statements of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares
3 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]            
Dividends per share of common stock (in dollars per share) $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20
v3.23.3
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net income (loss) $ 31,388 $ (107,166)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation 12,148 12,028
Amortization of deferred debt issuance costs 4,558 3,404
Amortization 41,724 39,754
Stock-based compensation 18,334 15,972
Deferred income taxes (891) 38,442
Non-cash adjustment to fair value of contingent consideration liability 6,949 0
Loss on early extinguishment of debt 0 3,426
Loss on convertible notes conversion premium 0 103,125
Loss on convertible notes hedge transactions settlement 0 5,460
Increase (decrease) in cash flows from changes in assets and liabilities:    
Accounts receivable (38,015) (16,092)
Inventories 5,286 (52,126)
Accounts payable 8,133 14,475
Accrued compensation and benefits 5,461 (8,261)
Other assets (21,978) (11,710)
Other liabilities (4,144) 4,232
Net cash provided by operating activities 68,953 44,963
Cash flows from investing activities:    
Purchases of property, plant and equipment (14,177) (16,109)
Payments related to business acquisitions, net of cash acquired 0 (227,102)
Other (1,000) 0
Net cash used in investing activities (15,177) (243,211)
Cash flows from financing activities:    
Payments on term loan 0 (92,981)
Payments on revolving line of credit (560,000) (404,000)
Proceeds from revolving line of credit 512,000 317,000
Payments to redeem convertible notes 0 (275,000)
Proceeds from issuance of convertible notes 0 800,000
Payments related to debt issuance costs 0 (21,830)
Dividends paid on common stock (18,353) (17,865)
Purchases of convertible notes hedge transactions 0 (187,600)
Proceeds from issuance of warrants 0 72,000
Proceeds from settlement of convertible notes hedge transactions 0 86,228
Payment for settlement of warrants 0 (69,534)
Other, net 14,687 7,067
Net cash provided by (used in) financing activities (51,666) 213,485
Effect of exchange rate changes on cash and cash equivalents (550) (2,730)
Net increase in cash and cash equivalents 1,560 12,507
Cash and cash equivalents at beginning of period 28,942 20,847
Cash and cash equivalents at end of period 30,502 33,354
Non-cash investing and financing activities:    
Contingent consideration 0 183,914
Dividends payable $ 6,149 $ 6,095
v3.23.3
Operations
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Operations OperationsCONMED Corporation (“CONMED”, the “Company”, “we” or “us”) is a medical technology company that provides devices and equipment for surgical 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.
v3.23.3
Interim Financial Information
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Interim Financial Information 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 September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

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, 2022 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.

While 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 October 26, 2023, 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.
v3.23.3
New Accounting Pronouncements
9 Months Ended
Sep. 30, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]  
New Accounting Pronouncements New Accounting Pronouncements
    
Recently Issued Accounting Standards, Not Yet Adopted
    
In March 2020, the Financial Accounting Standards Board ("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 and was extended through December 31, 2024 by ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The Company has not adopted these ASUs as of September 30, 2023. Our seventh amended and restated senior credit agreement includes language to address the change from LIBOR to SOFR, an alternative base rate, therefore we do not believe reference rate reform will have a significant impact on our consolidated financial statements.
v3.23.3
Business Combinations
9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Business Combinations Business CombinationsOn June 13, 2022, we acquired In2Bones Global, Inc. ("In2Bones") and all of its stock (the "In2Bones Acquisition") for an aggregate upfront payment of $145.2 million in cash. In addition, there are potential earn-out payments to In2Bones’ equity holders in an amount up to $110.0 million based on the achievement of certain revenue targets for In2Bones products during the sixteen (16) successive quarters commencing on July 1, 2022. In2Bones is a global developer, manufacturer and distributor of medical devices for the treatment of disorders and injuries of the lower extremities (foot and ankle). The
In2Bones Acquisition was funded through a combination of cash on hand and long-term borrowings as further described in Note 11. Proforma information for In2Bones is immaterial for disclosure for the three and nine months ended September 30, 2023 and 2022. Purchase accounting has been completed for the In2Bones Acquisition.

On August 9, 2022, we acquired Biorez, Inc. ("Biorez") and all of its stock (the "Biorez Acquisition") for an aggregate upfront payment of $85.5 million in cash. We paid $84.1 million as of September 30, 2023, with a $1.4 million holdback, pursuant to the merger agreement for the Biorez Acquisition. In addition, there are potential earn-out payments to Biorez’ equity holders in an amount up to $165.0 million based on the achievement of certain revenue targets for Biorez products during the sixteen (16) successive quarters commencing on October 1, 2022. Biorez is a medical device start-up focused on advancing the healing of soft tissue using its proprietary BioBrace® implant technology. The Biorez Acquisition was funded through a combination of cash on hand and long-term borrowings. Proforma information for Biorez is immaterial for disclosure for the three and nine months ended September 30, 2023 and 2022. Purchase accounting has been completed for the Biorez Acquisition.

We incurred costs for the amortization of inventory step-up to fair value of $2.2 million and $6.5 million during the three and nine months ended September 30, 2023, respectively, and $2.1 million and $2.4 million during the three and nine months ended September 30, 2022, respectively, related to the In2Bones acquisition, which were recorded in cost of sales. During the nine months ended September 30, 2023, we recognized $0.8 million in integration costs and professional fees related to the In2Bones and Biorez acquisitions that were included in selling and administrative expense. During the three and nine months ended September 30, 2022, we recognized $3.7 million and $6.3 million, respectively, in consulting fees, legal fees and other integration costs related to the acquisitions of In2Bones and Biorez, which were included in selling and administrative expense.
v3.23.3
Revenues
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenues 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 EndedThree Months Ended
September 30, 2023September 30, 2022
 Orthopedic SurgeryGeneral SurgeryTotalOrthopedic SurgeryGeneral SurgeryTotal
Primary Geographic Markets
United States$46,273 $124,250 $170,523 $45,688 $110,033 $155,721 
Europe, Middle East & Africa28,001 23,436 51,437 26,914 20,300 47,214 
Asia Pacific29,995 23,289 53,284 28,242 17,223 45,465 
Americas (excluding the United States)20,398 8,936 29,334 17,774 8,914 26,688 
Total sales from contracts with customers$124,667 $179,911 $304,578 $118,618 $156,470 $275,088 
Timing of Revenue Recognition
Goods transferred at a point in time$115,722 $177,915 $293,637 $108,875 $154,856 $263,731 
Services transferred over time8,945 1,996 10,941 9,743 1,614 11,357 
Total sales from contracts with customers$124,667 $179,911 $304,578 $118,618 $156,470 $275,088 

Nine Months EndedNine Months Ended
September 30, 2023September 30, 2022
Orthopedic SurgeryGeneral SurgeryTotalOrthopedic SurgeryGeneral SurgeryTotal
Primary Geographic Markets
United States$147,557 $362,223 $509,780 $124,097 $312,034 $436,131 
Europe, Middle East & Africa93,703 72,032 165,735 88,955 63,093 152,048 
Asia Pacific93,365 58,632 151,997 79,333 46,379 125,712 
Americas (excluding the United States)62,008 28,179 90,187 53,932 26,782 80,714 
Total sales from contracts with customers$396,633 $521,066 $917,699 $346,317 $448,288 $794,605 
Timing of Revenue Recognition
Goods transferred at a point in time$367,118 $515,529 $882,647 $317,140 $443,629 $760,769 
Services transferred over time29,515 5,537 35,052 29,177 4,659 33,836 
Total sales from contracts with customers$396,633 $521,066 $917,699 $346,317 $448,288 $794,605 

Contract liability balances related to the sale of extended warranties to customers are as follows:

September 30, 2023December 31, 2022
Contract liability$18,645 $19,114 
    
Revenue recognized during the nine months ended September 30, 2023 and September 30, 2022 from amounts included in contract liabilities at the beginning of the period were $10.4 million and $9.5 million, respectively. There were no material contract assets as of September 30, 2023 and December 31, 2022.
v3.23.3
Comprehensive Income (Loss)
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Comprehensive Income Comprehensive Income (Loss)
Comprehensive income (loss) consists of the following:
 
Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net income (loss)$15,837 $46,150 $31,388 $(107,166)
Other comprehensive income (loss):
Cash flow hedging gain, net of income tax (income tax expense of $873 and $1,546 for the three months ended September 30, 2023 and 2022, respectively, and $1,315 and $3,384 for the nine months ended September 30, 2023 and 2022, respectively)
2,730 4,833 4,110 10,577 
Pension liability, net of income tax (income tax expense of $129 and $157 for the three months ended September 30, 2023 and 2022, respectively, and $387 and $439 for the nine months ended September 30, 2023 and 2022, respectively.)
403 490 1,210 1,502 
Foreign currency translation adjustment(4,145)(8,348)(1,421)(18,009)
Comprehensive income (loss)$14,825 $43,125 $35,287 $(113,096)

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, 2022$2,497 $(23,749)$(36,606)$(57,858)
Other comprehensive income (loss) before reclassifications, net of tax
8,692 — (1,421)7,271 
Amounts reclassified from accumulated other comprehensive income (loss) before taxa
(6,048)1,597 — (4,451)
Income tax 1,466 (387)— 1,079 
Net current-period other comprehensive income (loss)
4,110 1,210 (1,421)3,899 
Balance, September 30, 2023$6,607 $(22,539)$(38,027)$(53,959)

Cash Flow
Hedging
Gain (Loss)
Pension
Liability
Cumulative
Translation
Adjustments
Accumulated
Other
Comprehensive
Income (Loss)
Balance, December 31, 2021$3,656 $(29,671)$(28,188)$(54,203)
Other comprehensive income (loss) before reclassifications, net of tax18,711 — (18,009)702 
Amounts reclassified from accumulated other comprehensive income (loss) before taxa
(10,736)1,941 — (8,795)
Income tax 2,602 (439)— 2,163 
Net current-period other comprehensive income (loss)10,577 1,502 (18,009)(5,930)
Balance, September 30, 2022$14,233 $(28,169)$(46,197)$(60,133)
(a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive loss components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 7 and Note 13, respectively, for further details.
v3.23.3
Fair Value of Financial Instruments
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments 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 (loss) but are included in accumulated other comprehensive loss.  These changes in fair value will be recognized into earnings (loss) 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 DesignationSeptember 30, 2023December 31, 2022
Forward exchange contractsCash flow hedge$218,929 $198,473 
Forward exchange contractsNon-designated49,918 81,929 

The remaining time to maturity as of September 30, 2023 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) ("AOCI") and net earnings on our consolidated condensed statements of comprehensive income (loss) and our consolidated condensed balance sheets:

Amount of Gain Recognized in AOCIConsolidated Condensed Statements of Comprehensive Income (Loss)Amount of Gain Reclassified from AOCI
Three Months Ended September 30,
Total Amount of Line Item Presented
Derivative Instrument20232022Location of amount reclassified2023202220232022
Foreign exchange contracts$6,180 $11,695 Net Sales$304,578 $275,088 $1,095 $5,090 
 Cost of Sales136,519 123,473 1,482 225 
Pre-tax gain$6,180 $11,695 $2,577 $5,315 
Tax expense1,498 2,835 625 1,288 
Net gain$4,682 $8,860 $1,952 $4,027 

Amount of Gain Recognized in AOCIConsolidated Condensed Statements of Comprehensive Income (Loss)Amount of Gain Reclassified from AOCI
Nine Months Ended September 30,
Total Amount of Line Item Presented
Derivative Instrument20232022Location of amount reclassified2023202220232022
Foreign exchange contracts$11,471 $24,698 Net Sales$917,699 $794,605 $2,585 $10,237 
Cost of Sales423,629 355,222 3,463 499 
Pre-tax gain$11,471 $24,698 $6,048 $10,736 
Tax expense2,779 5,987 1,466 2,602 
Net gain $8,692 $18,711 $4,582 $8,134 

At September 30, 2023, $5.7 million of net unrealized gains 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 from derivative instruments not accounted for as hedges and losses on our intercompany receivables on our consolidated condensed statements of comprehensive income (loss) were:

Three Months Ended September 30,Nine Months Ended September 30,
Derivative InstrumentLocation on Consolidated Condensed Statements of Comprehensive Income (Loss)2023202220232022
  
Net gain on currency forward contractsSelling and administrative expense$227 $892 $630 $1,088 
Net loss on currency transaction exposuresSelling and administrative expense$(552)$(1,110)$(1,831)$(2,874)

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 September 30, 2023 and December 31, 2022:

September 30, 2023Location on Consolidated Condensed Balance SheetAsset Fair ValueLiabilities Fair ValueNet
Fair
Value
Derivatives designated as hedged instruments:   
Foreign exchange contractsPrepaid expenses and other current assets$8,124 $(658)$7,466 
Foreign exchange contractsOther assets1,344 (89)1,255 
$9,468 $(747)$8,721 
Derivatives not designated as hedging instruments:   
Foreign exchange contractsOther current liabilities39 (150)(111)
Total derivatives$9,507 $(897)$8,610 

December 31, 2022Location on Consolidated Condensed Balance SheetAsset Fair ValueLiabilities Fair ValueNet
Fair
Value
Derivatives designated as hedged instruments:  
Foreign exchange contracts Prepaid expenses and other current assets$6,757 $(3,121)$3,636 
Foreign exchange contractsOther long-term liabilities60 (400)(340)
$6,817 $(3,521)$3,296 
Derivatives not designated as hedging instruments:  
Foreign exchange contractsOther current liabilities48 (395)(347)
Total derivatives$6,865 $(3,916)$2,949 
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 September 30, 2023 consist of forward foreign exchange contracts and contingent consideration. 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 Company values contingent consideration from the In2Bones and Biorez acquisitions using Level 3 inputs. The contingent consideration was recorded at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value. The fair value of contingent consideration is measured using projected payment dates, discount rates, revenue volatilities and projected revenues. The recurring Level 3 fair value measurements of contingent consideration for which the liabilities are recorded include the following significant unobservable inputs as of September 30, 2023:

Assumptions
Unobservable InputIn2BonesBiorez
Discount rate8.02%12.71%
Revenue volatility14.50%21.38%
Projected year of payment
2023-2026
2023-2026

Adjustments to the fair value of contingent consideration relate to the passage of time and changes in market assumptions. Changes in the fair value of contingent consideration liabilities for the nine months ended September 30, 2023 are as follows:

In2BonesBiorezLocation in Financial Statements
Balance as of January 1, 2023$70,198 $116,234 
Changes in fair value of contingent consideration860 6,089 Selling and administrative expense
Balance as of September 30, 2023$71,058 $122,323 
    
Contingent consideration of $82.5 million and $110.9 million is included in other current liabilities and other long-term liabilities, respectively, in the consolidated condensed balance sheet at September 30, 2023. Contingent consideration of $18.6 million and $167.8 million is included in other current liabilities and other long-term liabilities, respectively, in the consolidated condensed balance sheet at December 31, 2022.
The carrying amounts reported in our consolidated condensed balance sheets for cash and cash equivalents, accounts receivable, accounts payable and variable long-term debt approximate fair value.
v3.23.3
Inventories
9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consist of the following:

September 30,
2023
December 31,
2022
Raw materials$115,547 $110,677 
Work-in-process30,382 26,166 
Finished goods179,895 195,477 
Total$325,824 $332,320 
v3.23.3
Earnings (Loss) Per Share
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share Earnings (Loss) Per Share
Basic earnings (loss) per share (“basic EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share for the three and nine months ended September 30, 2023 and the three months ended September 30, 2022 (“diluted EPS”) gives effect to all dilutive potential shares. As the Company was in a net loss position for the nine months ended September 30, 2022, there were no dilutive potential shares included in the computation of diluted shares outstanding.

The following tables set forth the computation of basic and diluted earnings (loss) per share, as applicable, for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended September 30, 2023Three Months Ended September 30, 2022
 Basic EPSAdjustmentsDiluted EPSBasic EPSAdjustmentsDiluted EPS
Net income
$15,837 $— $15,837 $46,150 $— $46,150 
Weighted average shares outstanding30,741 — 30,741 30,473 — 30,473 
Stock compensation— 770 770 — 585 585 
Convertible notes— 178 178 — 45 45 
30,741 948 31,689 30,473 630 31,103 
EPS$0.52 $0.50 $1.51 $1.48 
 
Nine Months Ended September 30, 2023Nine Months Ended September 30, 2022
 Basic EPSAdjustmentsDiluted EPSBasic EPSAdjustmentsDiluted EPS
Net income (loss)
$31,388 — $31,388 $(107,166)— $(107,166)
Weighted average shares outstanding30,638 — 30,638 29,892 — 29,892 
Stock compensation— 758 758 — — — 
Warrants— 15 15 — — — 
Convertible notes— 152 152 — — — 
30,638 925 31,563 29,892 — 29,892 
EPS$1.02 $0.99 $(3.59)$(3.59)

The shares used in the calculation of diluted EPS exclude stock options and stock appreciation rights 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 1.7 million and 1.8 million for the three and nine months ended September 30, 2023, respectively, and 2.0 million for the three months ended September 30, 2022. As the Company was in a net loss position for the nine months ended September 30, 2022, there were no anti-dilutive shares.
v3.23.3
Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets
The changes in the net carrying amount of goodwill for the nine months ended September 30, 2023 are as follows:

Balance as of December 31, 2022$815,429 
Foreign currency translation(286)
Balance as of September 30, 2023$815,143 
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:

 September 30, 2023December 31, 2022
Weighted Average Amortization Period (Years)Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Intangible assets with definite lives:22
Customer and distributor relationships24$369,812 $(184,040)$369,854 $(170,870)
Sales representation, marketing and promotional rights25149,376 (70,500)149,376 (66,000)
Developed technology18320,204 (42,087)320,204 (34,675)
Patents and other intangible assets1681,677 (53,633)79,838 (52,472)
Intangible assets with indefinite lives:    
Trademarks and tradenames86,544 — 86,544 — 
$1,007,613 $(350,260)$1,005,816 $(324,017)

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 $8.7 million for both the three months ended September 30, 2023 and 2022 and $26.3 million and $24.9 million for the nine months ended September 30, 2023 and 2022, 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).
 
The estimated intangible asset amortization expense remaining for the year ending December 31, 2023 and for each of the five succeeding years is as follows:
 
Amortization included in expenseAmortization recorded as a reduction of revenueTotal
Remaining, 2023
$7,338 $1,500 $8,838 
202428,730 6,000 34,730 
202529,607 6,000 35,607 
202629,371 6,000 35,371 
202730,411 6,000 36,411 
202833,543 6,000 39,543 
v3.23.3
Long Term Debt
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Long-Term Debt Long-Term Debt
Long-term debt consists of the following:

 September 30, 2023December 31, 2022
Revolving line of credit$22,000 $70,000 
Term loan, net of deferred debt issuance costs of $575 and $729 in 2023 and 2022, respectively
134,013 133,858 
2.625% convertible notes, net of deferred debt issuance costs of $93 and $432 in 2023 and 2022, respectively
69,907 69,568 
2.250% convertible notes, net of deferred debt issuance costs of $15,644 and $18,834 in 2023 and 2022, respectively
784,356 781,166 
Financing leases2,515 230 
Total debt1,012,791 1,054,822 
Less:  Current portion70,625 69,746 
Total long-term debt$942,166 $985,076 

Seventh Amended and Restated Senior Credit Agreement

On July 16, 2021, we entered into a seventh amended and restated senior credit agreement consisting of: (a) a $233.5 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 expire on July 16, 2026. The term loan was payable in quarterly installments increasing over the term of the facility. During 2022, we made a $90.0 million prepayment on the term loan facility resulting in the elimination of such quarterly payments with the remaining balance due upon the expiration of the term loan facility. The $90.0 million prepayment was accounted for as an extinguishment and resulted in a write-off to other expense of unamortized debt issuance costs of $0.5 million for the nine months ended September 30, 2022. Proceeds from the term loan facility and borrowings under the revolving credit facility were used to repay the then existing senior credit agreement. Interest rates are at the term Secured Overnight Financing Rate plus 0.114% ("Adjusted Term SOFR") (5.489% at September 30, 2023) plus an interest rate margin of 1.125% (6.614% at September 30, 2023). For borrowings where we elect to use the alternate base rate, the initial base rate is the greatest of (i) the Prime Rate, (ii) the Federal Funds Rate plus 0.50% or (iii) the one-month Adjusted Term SOFR plus 1.00%, plus, in each case, an interest rate margin.

There were $134.6 million in borrowings outstanding on the term loan facility as of September 30, 2023. There were $22.0 million in borrowings outstanding under the revolving credit facility as of September 30, 2023. Our available borrowings on the revolving credit facility at September 30, 2023 were $561.4 million with approximately $1.6 million of the facility set aside for outstanding letters of credit. The carrying amounts of the term loan and revolving credit facility approximate fair value.
    
The seventh amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The seventh 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 September 30, 2023. We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales.

2.625% Convertible Notes

On January 29, 2019, we issued $345.0 million aggregate principal amount of 2.625% convertible notes due in 2024 (the "2.625% Notes"). Interest is payable semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2019. The 2.625% Notes will mature on February 1, 2024, unless earlier repurchased or converted. The 2.625% 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 2.625% Notes may be converted at an initial conversion rate of 11.2608 shares of our common stock per $1,000 principal amount of 2.625% Notes (equivalent to an initial conversion price of approximately $88.80 per share of common stock). Holders of the 2.625% Notes may convert the 2.625% 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 2.625% Notes will also have the right to convert the 2.625% 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 2.625% 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.

On June 6, 2022, the Company repurchased and extinguished $275.0 million principal amount of the 2.625% Notes for aggregate consideration consisting of $275.0 million in cash and approximately 0.9 million shares of the Company's common stock. During the nine months ended September 30, 2022, the Company recorded a loss on extinguishment of $103.1 million to other expense based on the fair value of the shares of the Company’s common stock issued in connection with the extinguishment. This loss was not deductible for tax purposes. We also recorded a write-off to other expense of unamortized debt issuance costs related to the 2.625% Notes of $2.9 million. Concurrently, the Company entered into a Supplemental Indenture related to the remaining $70.0 million in 2.625% Notes, in which the Company irrevocably elected to settle the principal value of those 2.625% Notes in cash. The $70.0 million in 2.625% Notes are reflected in the current portion of long-term debt at September 30, 2023.

For both the three months ended September 30, 2023 and 2022, we have recorded interest expense on the 2.625% Notes of $0.5 million, and for the nine months ended September 30, 2023 and 2022, we have recorded interest expense on the 2.625% Notes of $1.4 million and $4.4 million, respectively, at the contractual coupon rate of 2.625%.

The estimated fair value of the 2.625% Notes was approximately $81.2 million as of September 30, 2023 based on a market approach which represents a Level 2 valuation in the fair value hierarchy. The estimated fair value was determined based on the estimated or actual bids and offers of the 2.625% Notes in an over-the-counter market transaction on the last business day of the period.

2.250% Convertible Notes

On June 6, 2022, we issued $800.0 million aggregate principal amount of 2.250% Notes. Interest is payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2022. The 2.250% Notes will mature on June 15, 2027, unless earlier repurchased or converted. The 2.250% 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, with the principal required to be paid in cash. The 2.250% Notes may be converted at an initial conversion rate of 6.8810 shares of our common stock per $1,000 principal amount of the 2.250% Notes (equivalent to an initial conversion price of approximately $145.33 per share of common stock). Holders of the 2.250% Notes may convert the 2.250% Notes at their option at any time on or after March 15, 2027 through the second scheduled trading day preceding the maturity date. Holders of the 2.250% Notes will also have the right to convert the 2.250% Notes prior to March 15, 2027, but only upon the occurrence of specified events. The conversion rate is subject to anti-dilution adjustments if certain events occur. A portion of these proceeds were used to repurchase and extinguish a portion of the 2.625% Notes, pay off our then outstanding balance on our revolving line of credit, pay down of $90.0 million of our term loan and partially pay for the In2Bones Acquisition. In addition, approximately $115.6 million of the proceeds were used to pay the cost of certain convertible notes hedge transactions related to the 2.250% Notes.

For both the three months ended September 30, 2023 and 2022, we have recorded interest expense on the 2.250% Notes of $4.5 million, and for the nine months ended September 30, 2023 and 2022, we have recorded interest expense on the 2.250% Notes of $13.5 million and $5.8 million, respectively, at the contractual coupon rate of 2.250%.

The estimated fair value of the 2.250% Notes was approximately $754.0 million as of September 30, 2023 based on a market approach which represents a Level 2 valuation in the fair value hierarchy. The estimated fair value was determined based on the estimated or actual bids and offers of the 2.250% Notes in an over-the-counter market transaction on the last business day of the period.

Convertible Notes Hedge Transactions

In connection with the offerings of the 2.625% and 2.250% Notes, we entered into convertible notes hedge transactions with a number of financial institutions (each, an “option counterparty”). The convertible notes hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the respective Notes, the number of shares of our common stock underlying the 2.625% and 2.250% Notes. Concurrent with entering into the convertible notes 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.

In connection with the repurchase and extinguishment of $275.0 million principal amount of the 2.625% Notes, the Company entered into agreements with the option counterparties to terminate a corresponding portion of the hedges on the 2.625% Notes. The Company recorded a $5.5 million charge to other expense as a result of a subsequent decline in fair value between execution date and settlement date during the nine months ended September 30, 2022.

The convertible notes 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 notes hedge transactions, is greater than the strike price of the convertible notes 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 ($114.92 for the 2.625% Notes and $251.53 for the 2.250% Notes) of the warrants, there would nevertheless be dilution to the extent that such market price exceeds the strike price of the warrants, unless we elect to settle the warrants in cash.

The scheduled maturities of long-term debt outstanding at September 30, 2023 are as follows:

Remaining, 2023
$— 
2024
70,000 
2025
— 
2026
156,588 
2027
800,000 
2028
— 
The above amounts exclude deferred debt issuance costs and financing leases.
v3.23.3
Guarantees
9 Months Ended
Sep. 30, 2023
Guarantees [Abstract]  
Guarantees 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 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 liability for standard warranties for the nine months ended September 30, are as follows:

 20232022
Balance as of January 1,$1,944 $2,344 
Provision for warranties388 297 
Claims made(569)(624)
Balance as of September 30,$1,763 $2,017 
 
Costs associated with extended warranty repairs are recorded as incurred and amounted to $3.9 million and $4.6 million for the nine months ended September 30, 2023 and 2022, respectively.
v3.23.3
Pension Plan
9 Months Ended
Sep. 30, 2023
Retirement Benefits [Abstract]  
Pension Plan Pension Plan
Net periodic pension cost consists of the following: 

Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Service cost$194 $269 $582 $807 
Interest cost on projected benefit obligation911 537 2,733 1,611 
Expected return on plan assets(1,032)(1,324)(3,096)(3,972)
Net amortization and deferral532 647 1,597 1,941 
Net periodic pension cost$605 $129 $1,816 $387 
 
We do not expect to make any pension contributions during 2023. Non-service pension cost/(benefit) was immaterial for the three and nine months ended September 30, 2023 and 2022.
v3.23.3
Business Segment
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Business Segment 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 and lower extremities instrumentation and implants, small bone, large bone and specialty powered surgical instruments as well as imaging systems for use in minimally invasive surgery procedures 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 September 30,Nine Months Ended September 30,
 2023202220232022
Orthopedic surgery$124,667 $118,618 $396,633 $346,317 
General surgery179,911 156,470 521,066 448,288 
Consolidated net sales$304,578 $275,088 $917,699 $794,605 
v3.23.3
Legal Proceedings
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Legal Proceedings 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 $35 million per incident and $35 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.

CONMED is defending two Georgia State Court actions. The first action was filed in Cobb County by various employees, former employees, contract workers and others against CONMED and against a contract sterilizer (the "Cobb County Action"). The second action was filed in Douglas County against CONMED’s landlord and other allegedly related entities (the "Douglas County Action"). Plaintiffs in the lawsuits allege personal injury and related claims purportedly arising from or relating to exposure to Ethylene Oxide, a chemical used to sterilize certain products. CONMED is defending the claims asserted directly against it and is providing indemnification for certain other defendants based on contractual provisions.

Both actions are in their early stages. The Company's motion to dismiss in the Cobb County action was heard on January 10, 2022, and the Court issued a ruling on June 15, 2022 dismissing 44 of the 51 plaintiffs' claims as precluded by the exclusive workers' compensation remedy, as well as one claim from a non-employee plaintiff. As to the remaining claims that were not the subject of the motion to dismiss, CONMED believes it has strong defenses and will vigorously defend itself and all parties it is indemnifying. As with any litigation, there are risks, including the risk that CONMED may not prevail with respect to the defense of the underlying claims, or with respect to securing adequate insurance coverage for the indemnification claims. The Company is unable to estimate a range of possible loss at this time, and 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.

CONMED submitted the foregoing claims for insurance coverage. One insurer is providing coverage for certain of the claims asserted directly against the Company. CONMED litigated two lawsuits in the United States District Court for the Northern District of New York ("the Northern District") with Federal Insurance Company (“Chubb”): one involving CONMED’s claim for coverage for the indemnification claims arising from the Cobb County Action, and the other concerning CONMED’s claim for coverage for the indemnification claims arising from the Douglas County Action. On March 10, 2022, the Court ruled in favor of CONMED with respect to coverage for the indemnification claims arising from the Cobb County Action. Chubb's motion for reconsideration was denied, and Chubb filed a notice of appeal. On August 9, 2022, CONMED won a similar ruling finding in its favor and against Chubb as to the coverage case concerning the Douglas County Action. Chubb appealed that decision as well. Chubb subsequently withdrew its appeal in connection with a settlement between the parties. Chubb disputes the amount it owes in fees incurred by the Company's attorneys defending the Douglas County action going forward. Accordingly, CONMED has commenced a third action against Chubb in the Northern District to enforce the terms of the settlement agreement, although there can be no assurance that CONMED will prevail.
In addition, one of CONMED’s contract sterilizers, which is defending toxic tort claims asserted by various residents in the areas around its processing facility, has placed CONMED on notice of a claim for indemnification relating to some of those claims. CONMED is reviewing the notice, and has not at this time taken any position on the notice.

The government of Italy passed a law in late 2015 to tax medical device companies on revenue derived from sales to public hospitals. The tax is calculated and based on provincial spending over and above certain thresholds. Since the law was enacted, the Italian government essentially made no effort to administer or collect the tax. A lack of interpretative guidance and complexity of the law resulted in uncertainty as to the actual amount of liability. In September 2022, the Italian government passed a further decree which, amongst other provisions, delegated administration and collection to the provincial level for the years 2015 – 2018. The Italy medical device tax represents variable consideration in the form of a retroactive discount potentially owed to the customer, which is ultimately the Italian government. The Company is challenging the imposition of the medical device tax in Italy, as have many other medical device companies, on the ground that the law was never implemented properly with regulations. While the Company is informed that its position is well-grounded in the law, there can be no assurance that the Company will prevail. No amounts have been remitted to date.

From time to time, we are also subject to negligence and other claims arising out of the ordinary conduct of our business, including, for example, automobile or other accidents our employees may experience within the course of their employment or otherwise and which may, on occasion, involve potentially significant personal injuries or other exposures.

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.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net income (loss) $ 15,837 $ 46,150 $ 31,388 $ (107,166)
v3.23.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
Interim Reporting (Policies)
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Use of Estimates
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.
v3.23.3
New Accounting Pronouncements (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]  
New Accounting Pronouncements New Accounting Pronouncements
    
Recently Issued Accounting Standards, Not Yet Adopted
    
In March 2020, the Financial Accounting Standards Board ("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 and was extended through December 31, 2024 by ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The Company has not adopted these ASUs as of September 30, 2023. Our seventh amended and restated senior credit agreement includes language to address the change from LIBOR to SOFR, an alternative base rate, therefore we do not believe reference rate reform will have a significant impact on our consolidated financial statements.
v3.23.3
Revenues (Tables)
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue
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 EndedThree Months Ended
September 30, 2023September 30, 2022
 Orthopedic SurgeryGeneral SurgeryTotalOrthopedic SurgeryGeneral SurgeryTotal
Primary Geographic Markets
United States$46,273 $124,250 $170,523 $45,688 $110,033 $155,721 
Europe, Middle East & Africa28,001 23,436 51,437 26,914 20,300 47,214 
Asia Pacific29,995 23,289 53,284 28,242 17,223 45,465 
Americas (excluding the United States)20,398 8,936 29,334 17,774 8,914 26,688 
Total sales from contracts with customers$124,667 $179,911 $304,578 $118,618 $156,470 $275,088 
Timing of Revenue Recognition
Goods transferred at a point in time$115,722 $177,915 $293,637 $108,875 $154,856 $263,731 
Services transferred over time8,945 1,996 10,941 9,743 1,614 11,357 
Total sales from contracts with customers$124,667 $179,911 $304,578 $118,618 $156,470 $275,088 

Nine Months EndedNine Months Ended
September 30, 2023September 30, 2022
Orthopedic SurgeryGeneral SurgeryTotalOrthopedic SurgeryGeneral SurgeryTotal
Primary Geographic Markets
United States$147,557 $362,223 $509,780 $124,097 $312,034 $436,131 
Europe, Middle East & Africa93,703 72,032 165,735 88,955 63,093 152,048 
Asia Pacific93,365 58,632 151,997 79,333 46,379 125,712 
Americas (excluding the United States)62,008 28,179 90,187 53,932 26,782 80,714 
Total sales from contracts with customers$396,633 $521,066 $917,699 $346,317 $448,288 $794,605 
Timing of Revenue Recognition
Goods transferred at a point in time$367,118 $515,529 $882,647 $317,140 $443,629 $760,769 
Services transferred over time29,515 5,537 35,052 29,177 4,659 33,836 
Total sales from contracts with customers$396,633 $521,066 $917,699 $346,317 $448,288 $794,605 
Contract with Customer, Asset and Liability
Contract liability balances related to the sale of extended warranties to customers are as follows:

September 30, 2023December 31, 2022
Contract liability$18,645 $19,114 
v3.23.3
Comprehensive Income (Loss) (Tables)
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Schedule of Comprehensive Income (Loss)
Comprehensive income (loss) consists of the following:
 
Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Net income (loss)$15,837 $46,150 $31,388 $(107,166)
Other comprehensive income (loss):
Cash flow hedging gain, net of income tax (income tax expense of $873 and $1,546 for the three months ended September 30, 2023 and 2022, respectively, and $1,315 and $3,384 for the nine months ended September 30, 2023 and 2022, respectively)
2,730 4,833 4,110 10,577 
Pension liability, net of income tax (income tax expense of $129 and $157 for the three months ended September 30, 2023 and 2022, respectively, and $387 and $439 for the nine months ended September 30, 2023 and 2022, respectively.)
403 490 1,210 1,502 
Foreign currency translation adjustment(4,145)(8,348)(1,421)(18,009)
Comprehensive income (loss)$14,825 $43,125 $35,287 $(113,096)
Schedule of Accumulated Other Comprehensive Loss
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, 2022$2,497 $(23,749)$(36,606)$(57,858)
Other comprehensive income (loss) before reclassifications, net of tax
8,692 — (1,421)7,271 
Amounts reclassified from accumulated other comprehensive income (loss) before taxa
(6,048)1,597 — (4,451)
Income tax 1,466 (387)— 1,079 
Net current-period other comprehensive income (loss)
4,110 1,210 (1,421)3,899 
Balance, September 30, 2023$6,607 $(22,539)$(38,027)$(53,959)

Cash Flow
Hedging
Gain (Loss)
Pension
Liability
Cumulative
Translation
Adjustments
Accumulated
Other
Comprehensive
Income (Loss)
Balance, December 31, 2021$3,656 $(29,671)$(28,188)$(54,203)
Other comprehensive income (loss) before reclassifications, net of tax18,711 — (18,009)702 
Amounts reclassified from accumulated other comprehensive income (loss) before taxa
(10,736)1,941 — (8,795)
Income tax 2,602 (439)— 2,163 
Net current-period other comprehensive income (loss)10,577 1,502 (18,009)(5,930)
Balance, September 30, 2022$14,233 $(28,169)$(46,197)$(60,133)
(a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive loss components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 7 and Note 13, respectively, for further details.
v3.23.3
Fair Value of Financial Instruments (Tables)
9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
Schedule of Notional Amounts of Outstanding Derivative Positions
The following table presents the notional contract amounts for forward contracts outstanding:

As of
FASB ASC Topic 815 DesignationSeptember 30, 2023December 31, 2022
Forward exchange contractsCash flow hedge$218,929 $198,473 
Forward exchange contractsNon-designated49,918 81,929 
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)
Foreign exchange contracts designated as cash flow hedges had the following effects on accumulated other comprehensive income (loss) ("AOCI") and net earnings on our consolidated condensed statements of comprehensive income (loss) and our consolidated condensed balance sheets:

Amount of Gain Recognized in AOCIConsolidated Condensed Statements of Comprehensive Income (Loss)Amount of Gain Reclassified from AOCI
Three Months Ended September 30,
Total Amount of Line Item Presented
Derivative Instrument20232022Location of amount reclassified2023202220232022
Foreign exchange contracts$6,180 $11,695 Net Sales$304,578 $275,088 $1,095 $5,090 
 Cost of Sales136,519 123,473 1,482 225 
Pre-tax gain$6,180 $11,695 $2,577 $5,315 
Tax expense1,498 2,835 625 1,288 
Net gain$4,682 $8,860 $1,952 $4,027 

Amount of Gain Recognized in AOCIConsolidated Condensed Statements of Comprehensive Income (Loss)Amount of Gain Reclassified from AOCI
Nine Months Ended September 30,
Total Amount of Line Item Presented
Derivative Instrument20232022Location of amount reclassified2023202220232022
Foreign exchange contracts$11,471 $24,698 Net Sales$917,699 $794,605 $2,585 $10,237 
Cost of Sales423,629 355,222 3,463 499 
Pre-tax gain$11,471 $24,698 $6,048 $10,736 
Tax expense2,779 5,987 1,466 2,602 
Net gain $8,692 $18,711 $4,582 $8,134 
Derivatives Not Designated as Hedging Instruments
Net gains from derivative instruments not accounted for as hedges and losses on our intercompany receivables on our consolidated condensed statements of comprehensive income (loss) were:

Three Months Ended September 30,Nine Months Ended September 30,
Derivative InstrumentLocation on Consolidated Condensed Statements of Comprehensive Income (Loss)2023202220232022
  
Net gain on currency forward contractsSelling and administrative expense$227 $892 $630 $1,088 
Net loss on currency transaction exposuresSelling and administrative expense$(552)$(1,110)$(1,831)$(2,874)
Schedule of Fair Value for Forward Foreign Exchange Contracts The following tables summarize the fair value for forward foreign exchange contracts outstanding at September 30, 2023 and December 31, 2022:
September 30, 2023Location on Consolidated Condensed Balance SheetAsset Fair ValueLiabilities Fair ValueNet
Fair
Value
Derivatives designated as hedged instruments:   
Foreign exchange contractsPrepaid expenses and other current assets$8,124 $(658)$7,466 
Foreign exchange contractsOther assets1,344 (89)1,255 
$9,468 $(747)$8,721 
Derivatives not designated as hedging instruments:   
Foreign exchange contractsOther current liabilities39 (150)(111)
Total derivatives$9,507 $(897)$8,610 

December 31, 2022Location on Consolidated Condensed Balance SheetAsset Fair ValueLiabilities Fair ValueNet
Fair
Value
Derivatives designated as hedged instruments:  
Foreign exchange contracts Prepaid expenses and other current assets$6,757 $(3,121)$3,636 
Foreign exchange contractsOther long-term liabilities60 (400)(340)
$6,817 $(3,521)$3,296 
Derivatives not designated as hedging instruments:  
Foreign exchange contractsOther current liabilities48 (395)(347)
Total derivatives$6,865 $(3,916)$2,949 
Fair Value Measurement Inputs and Valuation Techniques The recurring Level 3 fair value measurements of contingent consideration for which the liabilities are recorded include the following significant unobservable inputs as of September 30, 2023:
Assumptions
Unobservable InputIn2BonesBiorez
Discount rate8.02%12.71%
Revenue volatility14.50%21.38%
Projected year of payment
2023-2026
2023-2026
Schedule of Business Acquisitions by Acquisition, Contingent Consideration Changes in the fair value of contingent consideration liabilities for the nine months ended September 30, 2023 are as follows:
In2BonesBiorezLocation in Financial Statements
Balance as of January 1, 2023$70,198 $116,234 
Changes in fair value of contingent consideration860 6,089 Selling and administrative expense
Balance as of September 30, 2023$71,058 $122,323 
v3.23.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventory
Inventories consist of the following:

September 30,
2023
December 31,
2022
Raw materials$115,547 $110,677 
Work-in-process30,382 26,166 
Finished goods179,895 195,477 
Total$325,824 $332,320 
v3.23.3
Earnings (Loss) Per Share (Tables)
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Calculation of Basic and Diluted Earnings (Loss) Per Share
The following tables set forth the computation of basic and diluted earnings (loss) per share, as applicable, for the three and nine months ended September 30, 2023 and 2022:

Three Months Ended September 30, 2023Three Months Ended September 30, 2022
 Basic EPSAdjustmentsDiluted EPSBasic EPSAdjustmentsDiluted EPS
Net income
$15,837 $— $15,837 $46,150 $— $46,150 
Weighted average shares outstanding30,741 — 30,741 30,473 — 30,473 
Stock compensation— 770 770 — 585 585 
Convertible notes— 178 178 — 45 45 
30,741 948 31,689 30,473 630 31,103 
EPS$0.52 $0.50 $1.51 $1.48 
 
Nine Months Ended September 30, 2023Nine Months Ended September 30, 2022
 Basic EPSAdjustmentsDiluted EPSBasic EPSAdjustmentsDiluted EPS
Net income (loss)
$31,388 — $31,388 $(107,166)— $(107,166)
Weighted average shares outstanding30,638 — 30,638 29,892 — 29,892 
Stock compensation— 758 758 — — — 
Warrants— 15 15 — — — 
Convertible notes— 152 152 — — — 
30,638 925 31,563 29,892 — 29,892 
EPS$1.02 $0.99 $(3.59)$(3.59)
v3.23.3
Goodwill and Other Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The changes in the net carrying amount of goodwill for the nine months ended September 30, 2023 are as follows:

Balance as of December 31, 2022$815,429 
Foreign currency translation(286)
Balance as of September 30, 2023$815,143 
Schedule of Finite-Lived Intangible Assets
Other intangible assets consist of the following:

 September 30, 2023December 31, 2022
Weighted Average Amortization Period (Years)Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Intangible assets with definite lives:22
Customer and distributor relationships24$369,812 $(184,040)$369,854 $(170,870)
Sales representation, marketing and promotional rights25149,376 (70,500)149,376 (66,000)
Developed technology18320,204 (42,087)320,204 (34,675)
Patents and other intangible assets1681,677 (53,633)79,838 (52,472)
Intangible assets with indefinite lives:    
Trademarks and tradenames86,544 — 86,544 — 
$1,007,613 $(350,260)$1,005,816 $(324,017)
Schedule of Indefinite-Lived Intangible Assets
Other intangible assets consist of the following:

 September 30, 2023December 31, 2022
Weighted Average Amortization Period (Years)Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Intangible assets with definite lives:22
Customer and distributor relationships24$369,812 $(184,040)$369,854 $(170,870)
Sales representation, marketing and promotional rights25149,376 (70,500)149,376 (66,000)
Developed technology18320,204 (42,087)320,204 (34,675)
Patents and other intangible assets1681,677 (53,633)79,838 (52,472)
Intangible assets with indefinite lives:    
Trademarks and tradenames86,544 — 86,544 — 
$1,007,613 $(350,260)$1,005,816 $(324,017)
Schedule of Estimated Amortization Expense
The estimated intangible asset amortization expense remaining for the year ending December 31, 2023 and for each of the five succeeding years is as follows:
 
Amortization included in expenseAmortization recorded as a reduction of revenueTotal
Remaining, 2023
$7,338 $1,500 $8,838 
202428,730 6,000 34,730 
202529,607 6,000 35,607 
202629,371 6,000 35,371 
202730,411 6,000 36,411 
202833,543 6,000 39,543 
v3.23.3
Long Term Debt (Tables)
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
Long-term debt consists of the following:

 September 30, 2023December 31, 2022
Revolving line of credit$22,000 $70,000 
Term loan, net of deferred debt issuance costs of $575 and $729 in 2023 and 2022, respectively
134,013 133,858 
2.625% convertible notes, net of deferred debt issuance costs of $93 and $432 in 2023 and 2022, respectively
69,907 69,568 
2.250% convertible notes, net of deferred debt issuance costs of $15,644 and $18,834 in 2023 and 2022, respectively
784,356 781,166 
Financing leases2,515 230 
Total debt1,012,791 1,054,822 
Less:  Current portion70,625 69,746 
Total long-term debt$942,166 $985,076 
Schedule of Maturities of Long-Term Debt
The scheduled maturities of long-term debt outstanding at September 30, 2023 are as follows:

Remaining, 2023
$— 
2024
70,000 
2025
— 
2026
156,588 
2027
800,000 
2028
— 
The above amounts exclude deferred debt issuance costs and financing leases.
v3.23.3
Guarantees (Tables)
9 Months Ended
Sep. 30, 2023
Guarantees [Abstract]  
Changes in the Carrying Amount of Service and Product Warranties
Changes in the liability for standard warranties for the nine months ended September 30, are as follows:

 20232022
Balance as of January 1,$1,944 $2,344 
Provision for warranties388 297 
Claims made(569)(624)
Balance as of September 30,$1,763 $2,017 
v3.23.3
Pension Plan (Tables)
9 Months Ended
Sep. 30, 2023
Retirement Benefits [Abstract]  
Schedule of Net Benefit Cost
Net periodic pension cost consists of the following: 

Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Service cost$194 $269 $582 $807 
Interest cost on projected benefit obligation911 537 2,733 1,611 
Expected return on plan assets(1,032)(1,324)(3,096)(3,972)
Net amortization and deferral532 647 1,597 1,941 
Net periodic pension cost$605 $129 $1,816 $387 
v3.23.3
Business Segment (Tables)
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Schedule of Net Sales Information by Product Line These product lines' net sales are as follows:
Three Months Ended September 30,Nine Months Ended September 30,
 2023202220232022
Orthopedic surgery$124,667 $118,618 $396,633 $346,317 
General surgery179,911 156,470 521,066 448,288 
Consolidated net sales$304,578 $275,088 $917,699 $794,605 
v3.23.3
Business Combinations (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Aug. 09, 2022
Jun. 13, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
In2Bones Global Inc            
Business Acquisition [Line Items]            
Business Combination, Consideration Transferred   $ 145.2        
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High   $ 110.0        
In2Bones Global Inc | Cost of Sales            
Business Acquisition [Line Items]            
Amortization of inventory step-up adjustments     $ 2.2 $ 2.1 $ 6.5 $ 2.4
Biorez Inc            
Business Acquisition [Line Items]            
Business Combination, Consideration Transferred $ 85.5          
Payments to acquire businesses, gross 84.1          
Purchase Price Adjustment Holdback 1.4          
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High $ 165.0          
In2Bones Global Inc and Biorez Inc | Selling and Administrative Expenses            
Business Acquisition [Line Items]            
Acquisition and integration costs       $ 3.7 $ 0.8 $ 6.3
v3.23.3
Revenues (Disaggregated Revenues) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Net Sales $ 304,578 $ 275,088 $ 917,699 $ 794,605
Goods transferred at a point in time        
Disaggregation of Revenue [Line Items]        
Net Sales 293,637 263,731 882,647 760,769
Services transferred over time        
Disaggregation of Revenue [Line Items]        
Net Sales 10,941 11,357 35,052 33,836
Orthopedic Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales 124,667 118,618 396,633 346,317
Orthopedic Surgery | Goods transferred at a point in time        
Disaggregation of Revenue [Line Items]        
Net Sales 115,722 108,875 367,118 317,140
Orthopedic Surgery | Services transferred over time        
Disaggregation of Revenue [Line Items]        
Net Sales 8,945 9,743 29,515 29,177
General Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales 179,911 156,470 521,066 448,288
General Surgery | Goods transferred at a point in time        
Disaggregation of Revenue [Line Items]        
Net Sales 177,915 154,856 515,529 443,629
General Surgery | Services transferred over time        
Disaggregation of Revenue [Line Items]        
Net Sales 1,996 1,614 5,537 4,659
United States        
Disaggregation of Revenue [Line Items]        
Net Sales 170,523 155,721 509,780 436,131
United States | Orthopedic Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales 46,273 45,688 147,557 124,097
United States | General Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales 124,250 110,033 362,223 312,034
Americas (excluding the United States)        
Disaggregation of Revenue [Line Items]        
Net Sales 29,334 26,688 90,187 80,714
Americas (excluding the United States) | Orthopedic Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales 20,398 17,774 62,008 53,932
Americas (excluding the United States) | General Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales 8,936 8,914 28,179 26,782
Europe, Middle East & Africa        
Disaggregation of Revenue [Line Items]        
Net Sales 51,437 47,214 165,735 152,048
Europe, Middle East & Africa | Orthopedic Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales 28,001 26,914 93,703 88,955
Europe, Middle East & Africa | General Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales 23,436 20,300 72,032 63,093
Asia Pacific        
Disaggregation of Revenue [Line Items]        
Net Sales 53,284 45,465 151,997 125,712
Asia Pacific | Orthopedic Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales 29,995 28,242 93,365 79,333
Asia Pacific | General Surgery        
Disaggregation of Revenue [Line Items]        
Net Sales $ 23,289 $ 17,223 $ 58,632 $ 46,379
v3.23.3
Revenues (Customer Liability) (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]      
Contract liability $ 18,645   $ 19,114
Revenue recognized $ 10,400 $ 9,500  
v3.23.3
Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Equity [Abstract]                
Net income (loss) $ 15,837     $ 46,150     $ 31,388 $ (107,166)
Cash flow hedging gain, net 2,730     4,833     4,110 10,577
Pension liability, net of income tax 403     490     1,210 1,502
Foreign currency translation adjustments (4,145)     (8,348)     (1,421) (18,009)
Comprehensive income (loss) 14,825 $ 15,767 $ 4,695 43,125 $ (172,636) $ 16,415 35,287 (113,096)
Cash flow hedging gain, tax 873     1,546     1,315 3,384
Pension liability, tax $ 129     $ 157     $ 387 $ 439
v3.23.3
Comprehensive Income (Loss) (Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Accumulated other comprehensive income (loss) [Roll Forward]    
Accumulated Other Comprehensive Income (Loss), Net of Tax $ (57,858)  
Accumulated Other Comprehensive Income (Loss), Net of Tax (53,959)  
Accumulated Other Comprehensive Loss    
Accumulated other comprehensive income (loss) [Roll Forward]    
Accumulated Other Comprehensive Income (Loss), Net of Tax (57,858) $ (54,203)
Other comprehensive income (loss) before reclassifications, net of tax 7,271 702
Amounts reclassified from other accumulated comprehensive income (loss) before tax [1] (4,451) (8,795)
Reclassification from AOCI, Current Period, Tax 1,079 2,163
Net current-period other comprehensive income (loss) 3,899 (5,930)
Accumulated Other Comprehensive Income (Loss), Net of Tax (53,959) (60,133)
Cash Flow Hedging Gain (Loss)    
Accumulated other comprehensive income (loss) [Roll Forward]    
Accumulated Other Comprehensive Income (Loss), Net of Tax 2,497 3,656
Other comprehensive income (loss) before reclassifications, net of tax 8,692 18,711
Amounts reclassified from other accumulated comprehensive income (loss) before tax [1] (6,048) (10,736)
Reclassification from AOCI, Current Period, Tax 1,466 2,602
Net current-period other comprehensive income (loss) 4,110 10,577
Accumulated Other Comprehensive Income (Loss), Net of Tax 6,607 14,233
Pension Liability    
Accumulated other comprehensive income (loss) [Roll Forward]    
Accumulated Other Comprehensive Income (Loss), Net of Tax (23,749) (29,671)
Other comprehensive income (loss) before reclassifications, net of tax 0 0
Amounts reclassified from other accumulated comprehensive income (loss) before tax [1] 1,597 1,941
Reclassification from AOCI, Current Period, Tax (387) (439)
Net current-period other comprehensive income (loss) 1,210 1,502
Accumulated Other Comprehensive Income (Loss), Net of Tax (22,539) (28,169)
Cumulative Translation Adjustments    
Accumulated other comprehensive income (loss) [Roll Forward]    
Accumulated Other Comprehensive Income (Loss), Net of Tax (36,606) (28,188)
Other comprehensive income (loss) before reclassifications, net of tax (1,421) (18,009)
Amounts reclassified from other accumulated comprehensive income (loss) before tax [1] 0 0
Reclassification from AOCI, Current Period, Tax 0 0
Net current-period other comprehensive income (loss) (1,421) (18,009)
Accumulated Other Comprehensive Income (Loss), Net of Tax $ (38,027) $ (46,197)
[1] The cash flow hedging gain (loss) and pension liability accumulated other comprehensive loss components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 7 and Note 13, respectively, for further details.
v3.23.3
Fair Value of Financial Instruments (Amounts Recorded In and Reclassified From AOCI) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]        
Net sales $ 304,578 $ 275,088 $ 917,699 $ 794,605
Cost of sales 136,519 123,473 423,629 355,222
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax 6,180 11,695 11,471 24,698
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax 1,498 2,835 2,779 5,987
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax 4,682 8,860 8,692 18,711
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax 2,577 5,315 6,048 10,736
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax 625 1,288 1,466 2,602
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax 1,952 4,027 4,582 8,134
Revenues        
Derivative Instruments, Gain (Loss) [Line Items]        
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax 1,095 5,090 2,585 10,237
Cost of Sales        
Derivative Instruments, Gain (Loss) [Line Items]        
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax $ 1,482 $ 225 $ 3,463 $ 499
v3.23.3
Fair Value of Financial Instruments (Foreign Currency Forward Contracts) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Derivative [Line Items]          
Net loss on currency transaction exposures $ (552) $ (1,110) $ (1,831) $ (2,874)  
Derivative Assets and Liabilities at Fair Value [Abstract]          
Asset Fair Value 9,507   9,507   $ 6,865
Liabilities Fair Value (897)   (897)   (3,916)
Net Fair Value 8,610   8,610   2,949
Foreign Currency Forward Contracts          
Derivative [Line Items]          
Net gain on currency forward contracts 227 $ 892 630 $ 1,088  
Derivatives designated as hedged instruments: | Foreign Currency Forward Contracts          
Derivative Assets and Liabilities at Fair Value [Abstract]          
Asset Fair Value 9,468   9,468   6,817
Liabilities Fair Value (747)   (747)   (3,521)
Net Fair Value 8,721   8,721   3,296
Derivatives designated as hedged instruments: | Foreign Currency Forward Contracts | Prepaid Expenses and Other Current Assets          
Derivative Assets and Liabilities at Fair Value [Abstract]          
Asset Fair Value 8,124   8,124   6,757
Liabilities Fair Value (658)   (658)   (3,121)
Net Fair Value 7,466   7,466   3,636
Derivatives designated as hedged instruments: | Foreign Currency Forward Contracts | Other Noncurrent Assets          
Derivative Assets and Liabilities at Fair Value [Abstract]          
Asset Fair Value 1,344   1,344    
Liabilities Fair Value (89)   (89)    
Net Fair Value 1,255   $ 1,255    
Derivatives designated as hedged instruments: | Foreign Currency Forward Contracts | Other Noncurrent Liabilities          
Derivative Assets and Liabilities at Fair Value [Abstract]          
Asset Fair Value         60
Liabilities Fair Value         (400)
Net Fair Value         (340)
Derivatives not designated as hedging instruments: | Foreign Currency Forward Contracts          
Derivative [Line Items]          
Maximum Length of Time Hedged in Cash Flow Hedge     1 month    
Notional amount of cash flow hedges 49,918   $ 49,918   81,929
Derivatives not designated as hedging instruments: | Foreign Currency Forward Contracts | Other Current Liabilities          
Derivative Assets and Liabilities at Fair Value [Abstract]          
Asset Fair Value 39   39   48
Liabilities Fair Value (150)   (150)   (395)
Net Fair Value (111)   $ (111)   (347)
Cash flow hedge | Foreign Currency Forward Contracts          
Derivative [Line Items]          
Maximum Length of Time Hedged in Cash Flow Hedge     2 years    
Notional amount of cash flow hedges 218,929   $ 218,929   $ 198,473
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months $ 5,700   $ 5,700    
v3.23.3
Fair Value of Financial Instruments (Contingent Consideration) (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract]      
Non-cash adjustment to fair value of contingent consideration liability $ 6,949 $ 0  
Business Combination, Contingent Consideration, Liability, Current 82,500   $ 18,600
Business Combination, Contingent Consideration, Liability, Noncurrent 110,900   $ 167,800
In2Bones Global Inc      
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract]      
Balance as of January 1, 2023 70,198    
Non-cash adjustment to fair value of contingent consideration liability 860    
Balance as of September 30, 2023 $ 71,058    
In2Bones Global Inc | Fair Value, Inputs, Level 3 | Fair Value, Recurring | Measurement Input, Discount Rate      
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract]      
Business Combination, Contingent Consideration, Liability, Measurement Input 0.0802    
In2Bones Global Inc | Fair Value, Inputs, Level 3 | Fair Value, Recurring | Measurement Input, Revenue Volatility      
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract]      
Business Combination, Contingent Consideration, Liability, Measurement Input 0.1450    
Biorez Inc      
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract]      
Balance as of January 1, 2023 $ 116,234    
Non-cash adjustment to fair value of contingent consideration liability 6,089    
Balance as of September 30, 2023 $ 122,323    
Biorez Inc | Fair Value, Inputs, Level 3 | Fair Value, Recurring | Measurement Input, Discount Rate      
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract]      
Business Combination, Contingent Consideration, Liability, Measurement Input 0.1271    
Biorez Inc | Fair Value, Inputs, Level 3 | Fair Value, Recurring | Measurement Input, Revenue Volatility      
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract]      
Business Combination, Contingent Consideration, Liability, Measurement Input 0.2138    
v3.23.3
Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw materials $ 115,547 $ 110,677
Work-in-process 30,382 26,166
Finished goods 179,895 195,477
Total inventory $ 325,824 $ 332,320
v3.23.3
Earnings (Loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share [Abstract]        
Net income (loss) $ 15,837 $ 46,150 $ 31,388 $ (107,166)
Interest on Convertible Debt, Net of Tax 0 0 0 0
Net Income (Loss) Available to Common Stockholders, Diluted $ 15,837 $ 46,150 $ 31,388 $ (107,166)
Basic-weighted average shares outstanding (in shares) 30,741 30,473 30,638 29,892
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements (in shares) 770 585 758 0
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants (in shares)     15 0
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities (in shares) 178 45 152 0
Effect of dilutive potential securities (in shares) 948 630 925 0
Diluted- weighted average shares outstanding (in shares) 31,689 31,103 31,563 29,892
Basic (in dollars per share) $ 0.52 $ 1.51 $ 1.02 $ (3.59)
Diluted (in dollars per share) $ 0.50 $ 1.48 $ 0.99 $ (3.59)
Antidilutive securities excluded from computation of earnings per share (in shares) 1,700 2,000 1,800 0
v3.23.3
Goodwill and Other Intangible Assets (Goodwill) (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2023
USD ($)
Goodwill [Roll Forward]  
Beginning balance $ 815,429
Foreign currency translation (286)
Ending balance 815,143
Goodwill [Line Items]  
Goodwill $ 815,143
v3.23.3
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Intangible assets, Gross carrying amount $ 1,007,613   $ 1,007,613   $ 1,005,816
Intangible assets, Accumulated amortization (350,260)   (350,260)   (324,017)
Amortization expense 8,700 $ 8,700 26,300 $ 24,900  
Future amortization expense [Abstract]          
Remaining, 2023 8,838   8,838    
2024 34,730   34,730    
2025 35,607   35,607    
2026 35,371   35,371    
2027 36,411   36,411    
2028 39,543   39,543    
Amortization included in expense          
Future amortization expense [Abstract]          
Remaining, 2023 7,338   7,338    
2024 28,730   28,730    
2025 29,607   29,607    
2026 29,371   29,371    
2027 30,411   30,411    
2028 33,543   33,543    
Amortization recorded as a reduction of revenue          
Future amortization expense [Abstract]          
Remaining, 2023 1,500   1,500    
2024 6,000   6,000    
2025 6,000   6,000    
2026 6,000   6,000    
2027 6,000   6,000    
2028 6,000   6,000    
Trademarks & tradenames          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Unamortized intangible assets, Gross carrying amount 86,544   86,544   86,544
Customer and distributor relationships          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Amortized intangible assets, Gross carrying amount 369,812   369,812   369,854
Intangible assets, Accumulated amortization (184,040)   (184,040)   (170,870)
Sales representation, marketing and promotional rights          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Amortized intangible assets, Gross carrying amount 149,376   149,376   149,376
Intangible assets, Accumulated amortization (70,500)   (70,500)   (66,000)
Developed technology          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Amortized intangible assets, Gross carrying amount 320,204   320,204   320,204
Intangible assets, Accumulated amortization (42,087)   (42,087)   (34,675)
Patents and other intangible assets          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Amortized intangible assets, Gross carrying amount 81,677   81,677   79,838
Intangible assets, Accumulated amortization $ (53,633)   $ (53,633)   $ (52,472)
Weighted Average          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Finite-lived intangible asset useful life (in years) 22 years   22 years    
Weighted Average | Customer and distributor relationships          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Finite-lived intangible asset useful life (in years) 24 years   24 years    
Weighted Average | Sales representation, marketing and promotional rights          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Finite-lived intangible asset useful life (in years) 25 years   25 years    
Weighted Average | Developed technology          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Finite-lived intangible asset useful life (in years) 18 years   18 years    
Weighted Average | Patents and other intangible assets          
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items]          
Finite-lived intangible asset useful life (in years) 16 years   16 years    
v3.23.3
Long Term Debt (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Finance Lease, Liability $ 2,515 $ 230
Long-term Debt and Lease Obligation, Including Current Maturities 1,012,791 1,054,822
Current portion of long-term debt 70,625 69,746
Long-term debt 942,166 985,076
Line of Credit [Member]    
Debt Instrument [Line Items]    
Long-term Debt 22,000 70,000
Term Loan Facility [Member]    
Debt Instrument [Line Items]    
Long-term Debt 134,013 133,858
Unamortized Debt Issuance Expense 575 729
2.625 Percent Convertible Notes Due 2024 | Convertible Notes Payable [Member]    
Debt Instrument [Line Items]    
Convertible Debt 69,907 69,568
Unamortized Debt Issuance Expense 93 432
2.250 Percent Convertible Notes Due 2027 | Convertible Notes Payable [Member]    
Debt Instrument [Line Items]    
Convertible Debt 784,356 781,166
Unamortized Debt Issuance Expense $ 15,644 $ 18,834
v3.23.3
Long Term Debt Additional Information (Details)
$ / shares in Units, shares in Millions
3 Months Ended 9 Months Ended
Jun. 06, 2022
USD ($)
$ / shares
shares
Jan. 29, 2019
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Jul. 16, 2021
USD ($)
Debt Instrument [Line Items]                
Repayments of Senior Debt         $ 0 $ 92,981,000    
Loss on early extinguishment of debt         0 3,426,000    
Payments to redeem convertible notes         0 275,000,000    
Loss on convertible notes conversion premium         0 103,125,000    
Loss on convertible notes hedge transactions settlement         0 5,460,000    
Other Expense                
Debt Instrument [Line Items]                
Loss on convertible notes hedge transactions settlement           5,500,000    
Term Loan Facility [Member]                
Debt Instrument [Line Items]                
Long-term Debt     $ 134,013,000   134,013,000   $ 133,858,000  
Term Loan Facility [Member] | Amended and Restated Senior Credit Agreement [Member]                
Debt Instrument [Line Items]                
Debt instrument, face amount               $ 233,500,000
Repayments of Senior Debt $ 90,000,000              
Loss on early extinguishment of debt           500,000    
Long-term Debt, Gross     134,600,000   134,600,000      
Line of Credit [Member]                
Debt Instrument [Line Items]                
Long-term Debt     22,000,000   22,000,000   $ 70,000,000  
Line of Credit [Member] | Amended and Restated Senior Credit Agreement [Member]                
Debt Instrument [Line Items]                
Line of Credit Facility, Maximum Borrowing Capacity               $ 585,000,000
Line of Credit Facility, Remaining Borrowing Capacity     561,400,000   561,400,000      
Letters of Credit Outstanding, Amount     1,600,000   1,600,000      
Convertible Notes Payable [Member] | 2.625 Percent Convertible Notes Due 2024                
Debt Instrument [Line Items]                
Debt instrument, face amount   $ 345,000,000 70,000,000   70,000,000      
Loss on early extinguishment of debt           2,900,000    
Interest rate, stated percentage   2.625%            
Debt Instrument, Convertible, Conversion Ratio   11.2608            
Conversion price (in dollars per share) | $ / shares   $ 88.80            
Payments to redeem convertible notes $ 275,000,000              
Debt Conversion, Converted Instrument, Shares Issued | shares 0.9              
Loss on convertible notes conversion premium           103,100,000    
Interest Expense, Debt     500,000 $ 500,000 1,400,000 4,400,000    
Debt Instrument, Fair Value Disclosure     81,200,000   81,200,000      
Convertible Notes Payable [Member] | 2.625 Percent Convertible Notes Due 2024 | Warrant                
Debt Instrument [Line Items]                
Option indexed to issuer's equity, strike price (in dollars per share) | $ / shares   $ 114.92            
Convertible Notes Payable [Member] | 2.250 Percent Convertible Notes Due 2027                
Debt Instrument [Line Items]                
Debt instrument, face amount $ 800,000,000              
Interest rate, stated percentage 2.25%              
Debt Instrument, Convertible, Conversion Ratio 6.8810              
Conversion price (in dollars per share) | $ / shares $ 145.33              
Interest Expense, Debt     4,500,000 $ 4,500,000 13,500,000 $ 5,800,000    
Debt Instrument, Fair Value Disclosure     $ 754,000,000   $ 754,000,000      
Convertible Notes Payable [Member] | 2.250 Percent Convertible Notes Due 2027 | Warrant                
Debt Instrument [Line Items]                
Option indexed to issuer's equity, strike price (in dollars per share) | $ / shares $ 251.53              
Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member]                
Debt Instrument [Line Items]                
Term SOFR Interest Rate Spread Adjustment     0.114%   0.114%      
Adjusted Term SOFR Interest Rate     5.489%   5.489%      
Debt Instrument, Interest Rate, Effective Percentage     6.614%   6.614%      
Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | Adjusted Term SOFR Interest Rate                
Debt Instrument [Line Items]                
Debt Instrument, Basis Spread on Variable Rate         1.125%      
Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | Fed Funds Effective Rate Overnight Index Swap Rate [Member]                
Debt Instrument [Line Items]                
Debt Instrument, Basis Spread on Variable Rate         0.50%      
Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | Adjusted Term SOFR                
Debt Instrument [Line Items]                
Debt Instrument, Basis Spread on Variable Rate         1.00%      
Call Option [Member] | Convertible Notes Payable [Member] | 2.625 Percent Convertible Notes Due 2024                
Debt Instrument [Line Items]                
Hedge and warrant transactions, net cash paid   $ 21,000,000            
Call Option [Member] | Convertible Notes Payable [Member] | 2.250 Percent Convertible Notes Due 2027                
Debt Instrument [Line Items]                
Hedge and warrant transactions, net cash paid $ 115,600,000              
v3.23.3
Long Term Debt Maturities of Long Term Debt (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Maturities of Long-term Debt [Abstract]  
Remaining, 2023 $ 0
2024 70,000
2025 0
2026 156,588
2027 800,000
2028 $ 0
v3.23.3
Guarantees (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Guarantees [Abstract]    
Standard warranty period (in years) 1 year  
Movement in Standard Product Warranty Accrual [Roll Forward]    
Balance as of January 1, $ 1,944 $ 2,344
Provision for warranties 388 297
Claims made (569) (624)
Balance as of September 30, 1,763 2,017
Extended Product Warranty Disclosure [Abstract]    
Product extended warranty expense $ 3,900 $ 4,600
v3.23.3
Pension Plan (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Retirement Benefits [Abstract]        
Service cost $ 194 $ 269 $ 582 $ 807
Interest cost on projected benefit obligation 911 537 2,733 1,611
Expected return on plan assets (1,032) (1,324) (3,096) (3,972)
Net amortization and deferral 532 647 1,597 1,941
Net periodic pension cost $ 605 $ 129 $ 1,816 $ 387
v3.23.3
Business Segment (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information [Line Items]        
Net sales $ 304,578 $ 275,088 $ 917,699 $ 794,605
Orthopedic Surgery        
Segment Reporting Information [Line Items]        
Net sales 124,667 118,618 396,633 346,317
General Surgery        
Segment Reporting Information [Line Items]        
Net sales $ 179,911 $ 156,470 $ 521,066 $ 448,288
v3.23.3
Legal Proceedings (Details)
$ in Millions
Sep. 30, 2023
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Product liability insurance, aggregate annual amount $ 35
Product liability insurance, amount per incident $ 35

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