Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 22, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Fiscal Period Focus | Q1 | |
Document Period End Date | Mar. 31, 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
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, $0.01 par value | |
Trading Symbol | CNMD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,800,747 | |
Entity Central Index Key | 0000816956 | |
Amendment Flag | false |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net sales | $ 312,273 | $ 295,468 |
Cost of sales | 140,308 | 140,147 |
Gross profit | 171,965 | 155,321 |
Selling and administrative expense | 123,358 | 130,083 |
Research and development expense | 13,594 | 12,539 |
Operating expenses | 136,952 | 142,622 |
Income from operations | 35,013 | 12,699 |
Interest expense | 9,594 | 10,255 |
Income before income taxes | 25,419 | 2,444 |
Provision for income taxes | 5,710 | 625 |
Net income | 19,709 | 1,819 |
Comprehensive income | $ 20,078 | $ 4,695 |
Per share data: | ||
Basic (in dollars per share) | $ 0.64 | $ 0.06 |
Diluted (in dollars per share) | $ 0.63 | $ 0.06 |
Weighted average common shares: | ||
Basic (in shares) | 30,780 | 30,511 |
Diluted (in shares) | 31,272 | 31,204 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 33,855 | $ 24,296 |
Accounts receivable, net | 241,461 | 242,279 |
Inventories | 322,298 | 318,324 |
Prepaid expenses and other current assets | 38,110 | 30,750 |
Total current assets | 635,724 | 615,649 |
Property, plant and equipment, net | 117,951 | 120,722 |
Goodwill | 806,276 | 806,844 |
Other intangible assets, net | 641,310 | 649,484 |
Other assets | 107,994 | 107,322 |
Total assets | 2,309,255 | 2,300,021 |
Current liabilities: | ||
Current portion of long-term debt | 692 | 708 |
Accounts payable | 101,635 | 88,224 |
Accrued compensation and benefits | 49,931 | 70,069 |
Other current liabilities | 139,146 | 151,728 |
Total current liabilities | 291,404 | 310,729 |
Long-term debt | 990,110 | 973,140 |
Deferred income taxes | 64,002 | 60,902 |
Other long-term liabilities | 109,075 | 121,028 |
Total liabilities | 1,454,591 | 1,465,799 |
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 2024 and 2023, respectively | 313 | 313 |
Paid-in capital | 458,024 | 446,535 |
Retained earnings | 466,082 | 452,531 |
Accumulated other comprehensive loss | (49,801) | (50,170) |
Less: 508,028 and 534,000 shares of common stock in treasury, at cost, in 2024 and 2023, respectively | (19,954) | (14,987) |
Total shareholders’ equity | 854,664 | 834,222 |
Total liabilities and shareholders’ equity | $ 2,309,255 | $ 2,300,021 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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) | 508,028 | 534,000 |
Consolidated Condensed Statem_2
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, 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 of income tax | 877 | 877 | ||||
Pension liability, net of income tax | 403 | 403 | ||||
Foreign currency translation adjustments | 1,596 | 1,596 | ||||
Net income | 1,819 | 1,819 | ||||
Comprehensive income | 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, 2023 | 31,299 | |||||
Balance at period start at Dec. 31, 2023 | 834,222 | $ 313 | 446,535 | 452,531 | (50,170) | (14,987) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under employee plans | 282 | (562) | 844 | |||
Stock-based compensation | 6,240 | 6,240 | ||||
Dividends on common stock ($0.20 per share) | (6,158) | (6,158) | ||||
Settlement of convertible notes hedge transactions | 0 | 10,980 | (10,980) | |||
Shares issued for the settlement of convertible notes | 0 | (5,169) | 5,169 | |||
Comprehensive income: | ||||||
Cash flow hedging gain, net of income tax | 4,448 | 4,448 | ||||
Pension liability, net of income tax | 301 | 301 | ||||
Foreign currency translation adjustments | (4,380) | (4,380) | ||||
Net income | 19,709 | 19,709 | ||||
Comprehensive income | 20,078 | |||||
Balance at period end (in shares) at Mar. 31, 2024 | 31,299 | |||||
Balance at period end at Mar. 31, 2024 | $ 854,664 | $ 313 | $ 458,024 | $ 466,082 | $ (49,801) | $ (19,954) |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends per share of common stock (in dollars per share) | $ 0.20 | $ 0.20 |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 19,709 | $ 1,819 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation | 4,046 | 4,057 |
Amortization of deferred debt issuance costs | 1,407 | 1,506 |
Amortization | 13,992 | 13,877 |
Stock-based compensation | 6,240 | 5,726 |
Deferred income taxes | 1,865 | (1,140) |
Non-cash adjustment to fair value of contingent consideration liability | (6,545) | 4,436 |
Increase (decrease) in cash flows from changes in assets and liabilities: | ||
Accounts receivable | (908) | (20,666) |
Inventories | (5,049) | (3,016) |
Accounts payable | 12,999 | 2,699 |
Accrued compensation and benefits | (19,829) | (5,722) |
Other assets | (6,781) | (11,372) |
Other liabilities | 7,975 | 3,949 |
Net cash provided by (used in) operating activities | 29,121 | (3,847) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (2,035) | (4,254) |
Net cash used in investing activities | (2,035) | (4,254) |
Cash flows from financing activities: | ||
Payments on revolving line of credit | (168,000) | (164,000) |
Proceeds from revolving line of credit | 254,000 | 173,000 |
Payments to redeem convertible notes | (70,000) | 0 |
Payments related to contingent consideration | (26,928) | 0 |
Dividends paid on common stock | (6,153) | (6,098) |
Other, net | 67 | 2,448 |
Net cash provided by (used in) financing activities | (17,014) | 5,350 |
Effect of exchange rate changes on cash and cash equivalents | (513) | 303 |
Net increase (decrease) in cash and cash equivalents | 9,559 | (2,448) |
Cash and cash equivalents at beginning of period | 24,296 | 28,942 |
Cash and cash equivalents at end of period | 33,855 | 26,494 |
Non-cash investing and financing activities: | ||
Dividends payable | $ 6,158 | $ 6,113 |
Operations
Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations | 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. |
Interim Financial Information
Interim Financial Information | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023 included in our Annual Report on Form 10-K. Use of Estimates The preparation of the consolidated condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments which affect the reported amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the consolidated condensed financial statements and the reported amount 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 April 25, 2024, 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. |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Recently Issued Accounting Standards, Not Yet Adopted In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation in specified categories as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. This ASU should be applied on a prospective basis with retrospective application permitted. We expect this ASU to only impact our disclosures with no impact to the consolidated financial statements. In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an annual and interim basis, and provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the guidance is to be applied retrospectively to all prior periods presented. We expect this ASU to only impact our disclosures with no impact to the consolidated financial statements. Recently Adopted SEC Rules In March 2024, the SEC adopted the final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which will require registrants to provide certain climate-related information in their registration statements and annual reports. The disclosure requirements follow a phase-in timeline, with initial requirements beginning with the filing of the 2025 Form 10-K. We are currently evaluating the final rule to determine the impact on our disclosures. On April 4, 2024, the SEC issued an order staying the final rule pending the completion of judicial review of the petitions challenging the final rule filed in six different circuit courts, which have been consolidated for review by the U.S. Court of Appeals for the Eighth Circuit. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2024 | |
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 Ended Three Months Ended March 31, 2024 March 31, 2023 Orthopedic Surgery General Surgery Total Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 54,151 $ 122,255 $ 176,406 $ 48,944 $ 115,645 $ 164,589 Europe, Middle East & Africa 33,205 27,652 60,857 33,120 22,896 56,016 Asia Pacific 26,228 18,159 44,387 30,121 15,986 46,107 Americas (excluding the United States) 21,328 9,295 30,623 18,990 9,766 28,756 Total sales from contracts with customers $ 134,912 $ 177,361 $ 312,273 $ 131,175 $ 164,293 $ 295,468 Timing of Revenue Recognition Goods transferred at a point in time $ 124,692 $ 175,201 $ 299,893 $ 121,122 $ 162,590 $ 283,712 Services transferred over time 10,220 2,160 12,380 10,053 1,703 11,756 Total sales from contracts with customers $ 134,912 $ 177,361 $ 312,273 $ 131,175 $ 164,293 $ 295,468 Contract liability balances related to the sale of extended warranties to customers are as follows: March 31, 2024 December 31, 2023 Contract liability $ 18,319 $ 17,962 Revenue recognized during the three months ended March 31, 2024 and March 31, 2023 from amounts included in contract liabilities at the beginning of the period were $4.8 million and $4.2 million, respectively. There were no material contract assets as of March 31, 2024 and December 31, 2023. |
Comprehensive Income
Comprehensive Income | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Comprehensive Income | Comprehensive Income Comprehensive income consists of the following: Three Months Ended March 31, 2024 2023 Net income $ 19,709 $ 1,819 Other comprehensive income: Cash flow hedging gain, net of income tax (income tax expense of $1,423 and $280 for the three months ended March 31, 2024 and 2023, respectively) 4,448 877 Pension liability, net of income tax (income tax expense of $96 and $129 for the three months ended March 31, 2024 and 2023, respectively) 301 403 Foreign currency translation adjustment (4,380) 1,596 Comprehensive income $ 20,078 $ 4,695 Accumulated other comprehensive loss consists of the following: Cash Flow Hedging Gain (Loss) Pension Cumulative Accumulated Other Comprehensive Loss Balance, December 31, 2023 $ 117 $ (18,766) $ (31,521) $ (50,170) Other comprehensive income (loss) before reclassifications, net of tax 5,499 — (4,380) 1,119 Amounts reclassified from accumulated other comprehensive income (loss) before tax a (1,387) 398 — (989) Income tax 336 (97) — 239 Net current-period other comprehensive income (loss) 4,448 301 (4,380) 369 Balance, March 31, 2024 $ 4,565 $ (18,465) $ (35,901) $ (49,801) Cash Flow Hedging Gain (Loss) Pension Cumulative Accumulated Other Comprehensive Loss Balance, December 31, 2022 $ 2,497 $ (23,749) $ (36,606) $ (57,858) Other comprehensive income before reclassifications, net of tax 1,923 — 1,596 3,519 Amounts reclassified from accumulated other comprehensive income (loss) before tax a (1,381) 532 — (849) Income tax 335 (129) — 206 Net current-period other comprehensive income 877 403 1,596 2,876 Balance, March 31, 2023 $ 3,374 $ (23,346) $ (35,010) $ (54,982) (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 6 and Note 12, respectively, for further details. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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 but are included in accumulated other comprehensive loss. These changes in fair value will be recognized into earnings as a component of sales or cost of sales when the forecasted transaction occurs. We also enter into forward contracts to exchange foreign currencies for United States dollars in order to hedge our currency transaction exposures on intercompany receivables designated in foreign currencies. These forward contracts settle each month at month-end, at which time we enter into new forward contracts. We have not designated these forward contracts as hedges and have not applied hedge accounting to them. The following table presents the notional contract amounts for forward contracts outstanding: As of FASB ASC Topic 815 Designation March 31, 2024 December 31, 2023 Forward exchange contracts Cash flow hedge $ 223,240 $ 223,839 Forward exchange contracts Non-designated 48,025 55,789 The remaining time to maturity as of March 31, 2024 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 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 and our consolidated condensed balance sheets: Amount of Gain Recognized in AOCI Consolidated Condensed Statements of Comprehensive Income Amount of Gain Reclassified from AOCI Three Months Ended March 31, Total Amount of Line Item Presented Derivative Instrument 2024 2023 Location of amount reclassified 2024 2023 2024 2023 Foreign exchange contracts $ 7,258 $ 2,538 Net Sales $ 312,273 $ 295,468 $ 641 $ 575 Cost of Sales 140,308 140,147 746 806 Pre-tax gain $ 7,258 $ 2,538 $ 1,387 $ 1,381 Tax expense 1,759 615 336 335 Net gain $ 5,499 $ 1,923 $ 1,051 $ 1,046 At March 31, 2024, $4.1 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 (losses) from derivative instruments not accounted for as hedges and gains (losses) on our intercompany receivables on our consolidated condensed statements of comprehensive income were: Three Months Ended March 31, Derivative Instrument Location on Consolidated Condensed Statements of Comprehensive Income 2024 2023 Net gain (loss) on currency forward contracts Selling and administrative expense $ 671 $ (366) Net gain (loss) on currency transaction exposures Selling and administrative expense $ (1,245) $ 76 Balance sheet presentation We record these forward foreign exchange contracts at fair value. The following tables summarize the fair value for forward foreign exchange contracts outstanding at March 31, 2024 and December 31, 2023: March 31, 2024 Location on Consolidated Condensed Balance Sheet Asset Fair Value Liabilities Fair Value Net Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses and other current assets $ 6,217 $ (743) $ 5,474 Foreign exchange contracts Other assets 664 (112) 552 $ 6,881 $ (855) $ 6,026 Derivatives not designated as hedging instruments: Foreign exchange contracts Other current liabilities 21 (118) (97) Total derivatives $ 6,902 $ (973) $ 5,929 December 31, 2023 Location on Consolidated Condensed Balance Sheet Asset Fair Value Liabilities Fair Value Net Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses and other current assets $ 3,761 $ (3,197) $ 564 Foreign exchange contracts Other long-term liabilities 24 (433) (409) $ 3,785 $ (3,630) $ 155 Derivatives not designated as hedging instruments: Foreign exchange contracts Other current liabilities 39 (209) (170) Total derivatives $ 3,824 $ (3,839) $ (15) Our forward foreign exchange contracts are subject to a master netting agreement and qualify for netting in the consolidated condensed balance sheets. Fair Value Disclosure. FASB guidance defines fair value and establishes a framework for measuring fair value and related disclosure requirements. This guidance applies when fair value measurements are required or permitted. The guidance indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Fair value is defined based upon an exit price model. Valuation Hierarchy. A valuation hierarchy was established for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, including interest rates, yield curves and credit risks, or inputs that are derived principally from or corroborated by observable market data through correlation. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. There have been no significant changes in the assumptions. Valuation Techniques. Assets and liabilities carried at fair value and measured on a recurring basis as of March 31, 2024 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 March 31, 2024: Assumptions Unobservable Input In2Bones Biorez Discount rate 8.21% 13.11% Revenue volatility 18.62% 22.08% Projected year of payment 2024-2026 2024-2026 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 three months ended March 31, 2024 and 2023 are as follows: In2Bones Biorez 2024 2023 2024 2023 Balance as of January 1, $ 41,393 $ 70,198 $ 128,751 $ 116,234 Payments (2,187) — (24,741) — Changes in fair value of contingent consideration (8,561) 2,637 2,016 1,799 Balance as of March 31, $ 30,645 $ 72,835 $ 106,026 $ 118,033 Contingent consideration of $56.6 million and $80.0 million is included in other current liabilities and other long-term liabilities, respectively, in the consolidated condensed balance sheet at March 31, 2024. Contingent consideration of $77.6 million and $92.5 million is included in other current liabilities and other long-term liabilities, respectively, in the consolidated condensed balance sheet at December 31, 2023. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: March 31, December 31, Raw materials $ 105,239 $ 107,262 Work-in-process 28,793 29,463 Finished goods 188,266 181,599 Total $ 322,298 $ 318,324 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share (“basic EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share (“diluted EPS”) gives effect to all dilutive potential shares. The following tables set forth the computation of basic and diluted earnings per share for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Net income $ 19,709 $ 1,819 Basic weighted average shares outstanding 30,780 30,511 Stock compensation 492 629 Convertible notes — 64 Diluted weighted average shares outstanding 31,272 31,204 Net income (per share) Basic $ 0.64 $ 0.06 Diluted 0.63 0.06 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 are as follows: Balance as of December 31, 2023 $ 806,844 Foreign currency translation (568) Balance as of March 31, 2024 $ 806,276 Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Other intangible assets consist of the following: March 31, 2024 December 31, 2023 Weighted Average Amortization Period (Years) Gross Accumulated Gross Accumulated Intangible assets with definite lives: 22 Customer and distributor relationships 24 $ 369,862 $ (192,602) $ 369,930 $ (188,486) Sales representation, marketing and promotional rights 25 149,376 (73,500) 149,376 (72,000) Developed technology 18 320,204 (47,121) 320,204 (44,558) Patents and other intangible assets 16 83,069 (54,522) 82,594 (54,120) Intangible assets with indefinite lives: Trademarks and tradenames 86,544 — 86,544 — $ 1,009,055 $ (367,745) $ 1,008,648 $ (359,164) 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 $8.6 million and $8.8 million for the three months ended March 31, 2024 and 2023, 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. The estimated intangible asset amortization expense remaining for the year ending December 31, 2024 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total Remaining, 2024 $ 21,572 $ 4,500 $ 26,072 2025 29,305 6,000 35,305 2026 29,380 6,000 35,380 2027 30,438 6,000 36,438 2028 33,564 6,000 39,564 2029 32,780 6,000 38,780 |
Long Term Debt
Long Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt consists of the following: March 31, 2024 December 31, 2023 Revolving line of credit $ 88,000 $ 2,000 Term loan, net of deferred debt issuance costs of $472 and $524 in 2024 and 2023, respectively 114,116 114,064 2.625% convertible notes — 70,000 2.250% convertible notes, net of deferred debt issuance costs of $13,517 and $14,581 in 2024 and 2023, respectively 786,483 785,419 Financing leases 2,203 2,365 Total debt 990,802 973,848 Less: Current portion 692 708 Total long-term debt $ 990,110 $ 973,140 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. 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 March 31, 2024) plus an interest rate margin of 1.125% (6.614% at March 31, 2024). 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 $114.6 million in borrowings outstanding on the term loan facility as of March 31, 2024. There were $88.0 million in borrowings outstanding under the revolving credit facility as of March 31, 2024. Our available borrowings on the revolving credit facility at March 31, 2024 were $495.4 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 March 31, 2024. 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 that were due in 2024 (the "2.625% Notes"). Interest was payable semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2019. The 2.625% Notes were scheduled to mature on February 1, 2024, unless earlier repurchased or converted. The 2.625% Notes represented subordinated unsecured obligations and were convertible under certain circumstances, as defined in the indenture, into a combination of cash and CONMED common stock. The 2.625% Notes could have been 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 could have converted 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 also had the right to convert the 2.625% Notes prior to November 1, 2023, but only upon the occurrence of specified events. The conversion rate was subject to anti-dilution adjustments if certain events occurred. A portion of the net proceeds from the offering of the 2.625% Notes was 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. 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. In February 2024, the Company repaid the remaining $70.0 million then outstanding of the 2.625% Notes through borrowings on our revolving credit facility and issued 0.1 million shares of the Company's common stock. For the three months ended March 31, 2024 and 2023, we have recorded interest expense on the 2.625% Notes of $0.2 million and $0.5 million, respectively, at the contractual coupon rate of 2.625%. 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 March 31, 2024 and 2023, we have recorded interest expense on the 2.250% Notes of $4.5 million at the contractual coupon rate of 2.250%. The estimated fair value of the 2.250% Notes was approximately $732.8 million as of March 31, 2024 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. Upon maturity in February 2024 of the remaining 2.625% Notes and settlement of the related hedges, the Company received 0.1 million shares from the option counterparties. 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 ($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 March 31, 2024 are as follows: Remaining, 2024 $ — 2025 — 2026 202,588 2027 800,000 2028 — 2029 — The above amounts exclude deferred debt issuance costs and financing leases. |
Guarantees
Guarantees | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, are as follows: 2024 2023 Balance as of January 1, $ 1,802 $ 1,944 Provision for warranties 43 115 Claims made (183) (198) Balance as of March 31, $ 1,662 $ 1,861 Costs associated with extended warranty repairs are recorded as incurred and amounted to $1.3 million and $1.5 million for the three months ended March 31, 2024 and 2023, respectively. |
Pension Plan
Pension Plan | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Pension Plan | Pension Plan Net periodic pension cost consists of the following: Three Months Ended March 31, 2024 2023 Service cost $ 180 $ 194 Interest cost on projected benefit obligation 863 911 Expected return on plan assets (1,101) (1,032) Net amortization and deferral 398 532 Net periodic pension cost $ 340 $ 605 |
Business Segment
Business Segment | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 2023 Orthopedic surgery $ 134,912 $ 131,175 General surgery 177,361 164,293 Consolidated net sales $ 312,273 $ 295,468 |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2024 | |
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 or third parties, we investigate as appropriate. Manufacturers of medical devices have been the subject of various investigations and 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") prohibits U.S. companies and their representatives from offering or making payments to foreign officials for the purpose of securing a business advantage; and in many countries, the healthcare professionals with whom we regularly interact may meet the definition of a foreign government official for purposes of this law. Similar anti-bribery laws are in effect in many of the countries in which we operate. The FCPA also imposes obligations on manufacturers listed on U.S. stock exchanges 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 can pose unique challenges for manufacturers that operate in foreign cultures where conduct prohibited by the FCPA may not be viewed as 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 (e.g., distributors) 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. In addition, as a manufacturer of U.S. FDA-approved devices reimbursable by federal healthcare programs, we are subject to the Physician Payments Sunshine Act, which requires us to annually report certain payments and other transfers of value we make to U.S.-licensed physicians or U.S. teaching hospitals. Any failure to comply with these laws and regulations could subject us or our officers and employees to criminal and civil financial penalties. 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 has been 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"). Plaintiffs alleged personal injury and related claims purportedly arising from or relating to exposure to Ethylene Oxide, a chemical used to sterilize certain products. CONMED’s motion to dismiss 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. After discovery closed in November 2023, the plaintiffs filed a voluntary dismissal without prejudice for the remaining plaintiffs in the case. The remaining plaintiffs have until June 2024 to refile. The second action was filed in Douglas County against CONMED’s landlord (the "Landlord Defendants") and other allegedly related entities (the "Douglas County Action"). Plaintiff alleged the same injuries as the Cobb County Action. Discovery closed in November 2023. The Landlord Defendants filed a Motion for Summary Judgment in March of 2024. As with any litigation, there are risks, including the risk that the Landlord defendants may not prevail with respect to the defense of the underlying claims, and that CONMED may not prevail in securing the adequate insurance to cover the indemnification of any judgment. 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 reviewed the notice and reached out to the contract sterilizer for more information. At this time, the contract sterilizer has not responded. 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. 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. Since the law was enacted through September 2022, the Italian government essentially made no effort to administer or collect the tax. A lack of interpretative guidance and the 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 Company is challenging the imposition of the medical device tax in Italy, as have many other medical device companies, on the grounds 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. The Company has recorded reserves in accordance with the provisions of the law, although no amounts have been remitted to date. In December 2023, the Company voluntarily informed the U.S. Department of Justice (“DOJ”) of potential issues with certain royalty payments related to design surgeons. The Company is fully cooperating with the DOJ and their review of the matter. 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. With respect to the matters described above, except as noted related to the medical device tax in Italy, the Company is unable to estimate a range of possible loss at this time, nor does it believe any potential loss is probable, and as a result has not recorded any reserves related to the potential outcomes in connection with these matters. 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, investigations, or reports of alleged misconduct, or the costs associated with responding to such claims, investigations or reports of alleged misconduct, especially when not covered by insurance, will not have a material adverse effect on our financial condition, results of operations or cash flows. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income | $ 19,709 | $ 1,819 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |
Interim Reporting (Policies)
Interim Reporting (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | Recently Issued Accounting Standards, Not Yet Adopted In December 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation in specified categories as well as information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. This ASU should be applied on a prospective basis with retrospective application permitted. We expect this ASU to only impact our disclosures with no impact to the consolidated financial statements. In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an annual and interim basis, and provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the guidance is to be applied retrospectively to all prior periods presented. We expect this ASU to only impact our disclosures with no impact to the consolidated financial statements. Recently Adopted SEC Rules In March 2024, the SEC adopted the final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which will require registrants to provide certain climate-related information in their registration statements and annual reports. The disclosure requirements follow a phase-in timeline, with initial requirements beginning with the filing of the 2025 Form 10-K. We are currently evaluating the final rule to determine the impact on our disclosures. On April 4, 2024, the SEC issued an order staying the final rule pending the completion of judicial review of the petitions challenging the final rule filed in six different circuit courts, which have been consolidated for review by the U.S. Court of Appeals for the Eighth Circuit. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 Ended Three Months Ended March 31, 2024 March 31, 2023 Orthopedic Surgery General Surgery Total Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 54,151 $ 122,255 $ 176,406 $ 48,944 $ 115,645 $ 164,589 Europe, Middle East & Africa 33,205 27,652 60,857 33,120 22,896 56,016 Asia Pacific 26,228 18,159 44,387 30,121 15,986 46,107 Americas (excluding the United States) 21,328 9,295 30,623 18,990 9,766 28,756 Total sales from contracts with customers $ 134,912 $ 177,361 $ 312,273 $ 131,175 $ 164,293 $ 295,468 Timing of Revenue Recognition Goods transferred at a point in time $ 124,692 $ 175,201 $ 299,893 $ 121,122 $ 162,590 $ 283,712 Services transferred over time 10,220 2,160 12,380 10,053 1,703 11,756 Total sales from contracts with customers $ 134,912 $ 177,361 $ 312,273 $ 131,175 $ 164,293 $ 295,468 |
Contract with Customer, Asset and Liability | Contract liability balances related to the sale of extended warranties to customers are as follows: March 31, 2024 December 31, 2023 Contract liability $ 18,319 $ 17,962 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Comprehensive Income | Comprehensive income consists of the following: Three Months Ended March 31, 2024 2023 Net income $ 19,709 $ 1,819 Other comprehensive income: Cash flow hedging gain, net of income tax (income tax expense of $1,423 and $280 for the three months ended March 31, 2024 and 2023, respectively) 4,448 877 Pension liability, net of income tax (income tax expense of $96 and $129 for the three months ended March 31, 2024 and 2023, respectively) 301 403 Foreign currency translation adjustment (4,380) 1,596 Comprehensive income $ 20,078 $ 4,695 |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss consists of the following: Cash Flow Hedging Gain (Loss) Pension Cumulative Accumulated Other Comprehensive Loss Balance, December 31, 2023 $ 117 $ (18,766) $ (31,521) $ (50,170) Other comprehensive income (loss) before reclassifications, net of tax 5,499 — (4,380) 1,119 Amounts reclassified from accumulated other comprehensive income (loss) before tax a (1,387) 398 — (989) Income tax 336 (97) — 239 Net current-period other comprehensive income (loss) 4,448 301 (4,380) 369 Balance, March 31, 2024 $ 4,565 $ (18,465) $ (35,901) $ (49,801) Cash Flow Hedging Gain (Loss) Pension Cumulative Accumulated Other Comprehensive Loss Balance, December 31, 2022 $ 2,497 $ (23,749) $ (36,606) $ (57,858) Other comprehensive income before reclassifications, net of tax 1,923 — 1,596 3,519 Amounts reclassified from accumulated other comprehensive income (loss) before tax a (1,381) 532 — (849) Income tax 335 (129) — 206 Net current-period other comprehensive income 877 403 1,596 2,876 Balance, March 31, 2023 $ 3,374 $ (23,346) $ (35,010) $ (54,982) (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 6 and Note 12, respectively, for further details. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 Designation March 31, 2024 December 31, 2023 Forward exchange contracts Cash flow hedge $ 223,240 $ 223,839 Forward exchange contracts Non-designated 48,025 55,789 |
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 and our consolidated condensed balance sheets: Amount of Gain Recognized in AOCI Consolidated Condensed Statements of Comprehensive Income Amount of Gain Reclassified from AOCI Three Months Ended March 31, Total Amount of Line Item Presented Derivative Instrument 2024 2023 Location of amount reclassified 2024 2023 2024 2023 Foreign exchange contracts $ 7,258 $ 2,538 Net Sales $ 312,273 $ 295,468 $ 641 $ 575 Cost of Sales 140,308 140,147 746 806 Pre-tax gain $ 7,258 $ 2,538 $ 1,387 $ 1,381 Tax expense 1,759 615 336 335 Net gain $ 5,499 $ 1,923 $ 1,051 $ 1,046 |
Derivatives Not Designated as Hedging Instruments | Net gains (losses) from derivative instruments not accounted for as hedges and gains (losses) on our intercompany receivables on our consolidated condensed statements of comprehensive income were: Three Months Ended March 31, Derivative Instrument Location on Consolidated Condensed Statements of Comprehensive Income 2024 2023 Net gain (loss) on currency forward contracts Selling and administrative expense $ 671 $ (366) Net gain (loss) on currency transaction exposures Selling and administrative expense $ (1,245) $ 76 |
Schedule of Fair Value for Forward Foreign Exchange Contracts | The following tables summarize the fair value for forward foreign exchange contracts outstanding at March 31, 2024 and December 31, 2023: March 31, 2024 Location on Consolidated Condensed Balance Sheet Asset Fair Value Liabilities Fair Value Net Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses and other current assets $ 6,217 $ (743) $ 5,474 Foreign exchange contracts Other assets 664 (112) 552 $ 6,881 $ (855) $ 6,026 Derivatives not designated as hedging instruments: Foreign exchange contracts Other current liabilities 21 (118) (97) Total derivatives $ 6,902 $ (973) $ 5,929 December 31, 2023 Location on Consolidated Condensed Balance Sheet Asset Fair Value Liabilities Fair Value Net Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses and other current assets $ 3,761 $ (3,197) $ 564 Foreign exchange contracts Other long-term liabilities 24 (433) (409) $ 3,785 $ (3,630) $ 155 Derivatives not designated as hedging instruments: Foreign exchange contracts Other current liabilities 39 (209) (170) Total derivatives $ 3,824 $ (3,839) $ (15) |
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 March 31, 2024: Assumptions Unobservable Input In2Bones Biorez Discount rate 8.21% 13.11% Revenue volatility 18.62% 22.08% Projected year of payment 2024-2026 2024-2026 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the fair value of contingent consideration liabilities for the three months ended March 31, 2024 and 2023 are as follows: In2Bones Biorez 2024 2023 2024 2023 Balance as of January 1, $ 41,393 $ 70,198 $ 128,751 $ 116,234 Payments (2,187) — (24,741) — Changes in fair value of contingent consideration (8,561) 2,637 2,016 1,799 Balance as of March 31, $ 30,645 $ 72,835 $ 106,026 $ 118,033 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following: March 31, December 31, Raw materials $ 105,239 $ 107,262 Work-in-process 28,793 29,463 Finished goods 188,266 181,599 Total $ 322,298 $ 318,324 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Earnings Per Share | The following tables set forth the computation of basic and diluted earnings per share for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Net income $ 19,709 $ 1,819 Basic weighted average shares outstanding 30,780 30,511 Stock compensation 492 629 Convertible notes — 64 Diluted weighted average shares outstanding 31,272 31,204 Net income (per share) Basic $ 0.64 $ 0.06 Diluted 0.63 0.06 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the net carrying amount of goodwill for the three months ended March 31, 2024 are as follows: Balance as of December 31, 2023 $ 806,844 Foreign currency translation (568) Balance as of March 31, 2024 $ 806,276 |
Schedule of Finite-Lived Intangible Assets | Other intangible assets consist of the following: March 31, 2024 December 31, 2023 Weighted Average Amortization Period (Years) Gross Accumulated Gross Accumulated Intangible assets with definite lives: 22 Customer and distributor relationships 24 $ 369,862 $ (192,602) $ 369,930 $ (188,486) Sales representation, marketing and promotional rights 25 149,376 (73,500) 149,376 (72,000) Developed technology 18 320,204 (47,121) 320,204 (44,558) Patents and other intangible assets 16 83,069 (54,522) 82,594 (54,120) Intangible assets with indefinite lives: Trademarks and tradenames 86,544 — 86,544 — $ 1,009,055 $ (367,745) $ 1,008,648 $ (359,164) |
Schedule of Indefinite-Lived Intangible Assets | Other intangible assets consist of the following: March 31, 2024 December 31, 2023 Weighted Average Amortization Period (Years) Gross Accumulated Gross Accumulated Intangible assets with definite lives: 22 Customer and distributor relationships 24 $ 369,862 $ (192,602) $ 369,930 $ (188,486) Sales representation, marketing and promotional rights 25 149,376 (73,500) 149,376 (72,000) Developed technology 18 320,204 (47,121) 320,204 (44,558) Patents and other intangible assets 16 83,069 (54,522) 82,594 (54,120) Intangible assets with indefinite lives: Trademarks and tradenames 86,544 — 86,544 — $ 1,009,055 $ (367,745) $ 1,008,648 $ (359,164) |
Schedule of Estimated Amortization Expense | The estimated intangible asset amortization expense remaining for the year ending December 31, 2024 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total Remaining, 2024 $ 21,572 $ 4,500 $ 26,072 2025 29,305 6,000 35,305 2026 29,380 6,000 35,380 2027 30,438 6,000 36,438 2028 33,564 6,000 39,564 2029 32,780 6,000 38,780 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt consists of the following: March 31, 2024 December 31, 2023 Revolving line of credit $ 88,000 $ 2,000 Term loan, net of deferred debt issuance costs of $472 and $524 in 2024 and 2023, respectively 114,116 114,064 2.625% convertible notes — 70,000 2.250% convertible notes, net of deferred debt issuance costs of $13,517 and $14,581 in 2024 and 2023, respectively 786,483 785,419 Financing leases 2,203 2,365 Total debt 990,802 973,848 Less: Current portion 692 708 Total long-term debt $ 990,110 $ 973,140 |
Schedule of Maturities of Long-Term Debt | The scheduled maturities of long-term debt outstanding at March 31, 2024 are as follows: Remaining, 2024 $ — 2025 — 2026 202,588 2027 800,000 2028 — 2029 — The above amounts exclude deferred debt issuance costs and financing leases. |
Guarantees (Tables)
Guarantees (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Guarantees [Abstract] | |
Changes in the Carrying Amount of Service and Product Warranties | Changes in the liability for standard warranties for the three months ended March 31, are as follows: 2024 2023 Balance as of January 1, $ 1,802 $ 1,944 Provision for warranties 43 115 Claims made (183) (198) Balance as of March 31, $ 1,662 $ 1,861 |
Pension Plan (Tables)
Pension Plan (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Cost | Net periodic pension cost consists of the following: Three Months Ended March 31, 2024 2023 Service cost $ 180 $ 194 Interest cost on projected benefit obligation 863 911 Expected return on plan assets (1,101) (1,032) Net amortization and deferral 398 532 Net periodic pension cost $ 340 $ 605 |
Business Segment (Tables)
Business Segment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales Information by Product Line | These product lines' net sales are as follows: Three Months Ended March 31, 2024 2023 Orthopedic surgery $ 134,912 $ 131,175 General surgery 177,361 164,293 Consolidated net sales $ 312,273 $ 295,468 |
Revenues (Disaggregated Revenue
Revenues (Disaggregated Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 312,273 | $ 295,468 |
Goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 299,893 | 283,712 |
Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 12,380 | 11,756 |
Orthopedic Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 134,912 | 131,175 |
Orthopedic Surgery | Goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 124,692 | 121,122 |
Orthopedic Surgery | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 10,220 | 10,053 |
General Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 177,361 | 164,293 |
General Surgery | Goods transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 175,201 | 162,590 |
General Surgery | Services transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 2,160 | 1,703 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 176,406 | 164,589 |
United States | Orthopedic Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 54,151 | 48,944 |
United States | General Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 122,255 | 115,645 |
Americas (excluding the United States) | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 30,623 | 28,756 |
Americas (excluding the United States) | Orthopedic Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 21,328 | 18,990 |
Americas (excluding the United States) | General Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 9,295 | 9,766 |
Europe, Middle East & Africa | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 60,857 | 56,016 |
Europe, Middle East & Africa | Orthopedic Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 33,205 | 33,120 |
Europe, Middle East & Africa | General Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 27,652 | 22,896 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 44,387 | 46,107 |
Asia Pacific | Orthopedic Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | 26,228 | 30,121 |
Asia Pacific | General Surgery | ||
Disaggregation of Revenue [Line Items] | ||
Net Sales | $ 18,159 | $ 15,986 |
Revenues (Customer Liability) (
Revenues (Customer Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |||
Contract liability | $ 18,319 | $ 17,962 | |
Revenue recognized | $ 4,800 | $ 4,200 |
Comprehensive Income (Details)
Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity [Abstract] | ||
Net income | $ 19,709 | $ 1,819 |
Cash flow hedging gain, net of income tax | 4,448 | 877 |
Pension liability, net of income tax | 301 | 403 |
Foreign currency translation adjustments | (4,380) | 1,596 |
Comprehensive income | 20,078 | 4,695 |
Cash flow hedging gain, tax | 1,423 | 280 |
Pension liability, tax | $ 96 | $ 129 |
Comprehensive Income (Accumulat
Comprehensive Income (Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (50,170) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (49,801) | ||
Accumulated Other Comprehensive Loss | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (50,170) | $ (57,858) | |
Other comprehensive income (loss) before reclassifications, net of tax | 1,119 | 3,519 | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | (989) | (849) |
Reclassification from AOCI, Current Period, Tax | 239 | 206 | |
Net current-period other comprehensive income (loss) | 369 | 2,876 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (49,801) | (54,982) | |
Cash Flow Hedging Gain (Loss) | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 117 | 2,497 | |
Other comprehensive income (loss) before reclassifications, net of tax | 5,499 | 1,923 | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | (1,387) | (1,381) |
Reclassification from AOCI, Current Period, Tax | 336 | 335 | |
Net current-period other comprehensive income (loss) | 4,448 | 877 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 4,565 | 3,374 | |
Pension Liability | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (18,766) | (23,749) | |
Other comprehensive income (loss) before reclassifications, net of tax | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | 398 | 532 |
Reclassification from AOCI, Current Period, Tax | (97) | (129) | |
Net current-period other comprehensive income (loss) | 301 | 403 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (18,465) | (23,346) | |
Cumulative Translation Adjustments | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (31,521) | (36,606) | |
Other comprehensive income (loss) before reclassifications, net of tax | (4,380) | 1,596 | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | 0 | 0 |
Reclassification from AOCI, Current Period, Tax | 0 | 0 | |
Net current-period other comprehensive income (loss) | (4,380) | 1,596 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (35,901) | $ (35,010) | |
[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 6 and Note 12, respectively, for further details. |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Amounts Recorded In and Reclassified From AOCI) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain [Line Items] | ||
Net sales | $ 312,273 | $ 295,468 |
Cost of sales | 140,308 | 140,147 |
Other Comprehensive Income, Cash Flow Hedge, Gain, before Reclassification and Tax | 7,258 | 2,538 |
Other Comprehensive Income, Cash Flow Hedge, Gain, before Reclassification, Tax | 1,759 | 615 |
Other Comprehensive Income, Cash Flow Hedge, Gain, before Reclassification, after Tax | 5,499 | 1,923 |
Other Comprehensive Income, Cash Flow Hedge, Gain, Reclassification, before Tax | 1,387 | 1,381 |
Other Comprehensive Income, Cash Flow Hedge, Gain, Reclassification, Tax | 336 | 335 |
Other Comprehensive Income, Cash Flow Hedge, Gain, Reclassification, after Tax | 1,051 | 1,046 |
Revenues | ||
Derivative Instruments, Gain [Line Items] | ||
Other Comprehensive Income, Cash Flow Hedge, Gain, Reclassification, before Tax | 641 | 575 |
Cost of Sales | ||
Derivative Instruments, Gain [Line Items] | ||
Other Comprehensive Income, Cash Flow Hedge, Gain, Reclassification, before Tax | $ 746 | $ 806 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Derivative [Line Items] | |||
Net gain (loss) on currency transaction exposures | $ (1,245) | $ 76 | |
Derivative Assets and Liabilities at Fair Value [Abstract] | |||
Asset Fair Value | 6,902 | $ 3,824 | |
Liabilities Fair Value | (973) | (3,839) | |
Net Fair Value | 5,929 | (15) | |
Foreign Currency Forward Contracts | |||
Derivative [Line Items] | |||
Net gain (loss) on currency forward contracts | 671 | $ (366) | |
Derivatives designated as hedged instruments: | Foreign Currency Forward Contracts | |||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||
Asset Fair Value | 6,881 | 3,785 | |
Liabilities Fair Value | (855) | (3,630) | |
Net Fair Value | 6,026 | 155 | |
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 | 6,217 | 3,761 | |
Liabilities Fair Value | (743) | (3,197) | |
Net Fair Value | 5,474 | 564 | |
Derivatives designated as hedged instruments: | Foreign Currency Forward Contracts | Other Noncurrent Assets | |||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||
Asset Fair Value | 664 | ||
Liabilities Fair Value | (112) | ||
Net Fair Value | $ 552 | ||
Derivatives designated as hedged instruments: | Foreign Currency Forward Contracts | Other Noncurrent Liabilities | |||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||
Asset Fair Value | 24 | ||
Liabilities Fair Value | (433) | ||
Net Fair Value | (409) | ||
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 | $ 48,025 | 55,789 | |
Derivatives not designated as hedging instruments: | Foreign Currency Forward Contracts | Other Current Liabilities | |||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||
Asset Fair Value | 21 | 39 | |
Liabilities Fair Value | (118) | (209) | |
Net Fair Value | $ (97) | (170) | |
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 | $ 223,240 | $ 223,839 | |
Foreign Currency Cash Flow Hedge Gain to be Reclassified During Next 12 Months | $ 4,100 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Contingent Consideration) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract] | |||
Non-cash adjustment to fair value of contingent consideration liability | $ (6,545) | $ 4,436 | |
Business Combination, Contingent Consideration, Liability, Current | 56,600 | $ 77,600 | |
Business Combination, Contingent Consideration, Liability, Noncurrent | 80,000 | $ 92,500 | |
In2Bones Global Inc | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract] | |||
Balance as of January 1, | 41,393 | 70,198 | |
Payments | (2,187) | 0 | |
Non-cash adjustment to fair value of contingent consideration liability | (8,561) | 2,637 | |
Balance as of March 31, | $ 30,645 | 72,835 | |
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 | 0.0821 | ||
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 | 0.1862 | ||
Biorez Inc | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration [Abstract] | |||
Balance as of January 1, | $ 128,751 | 116,234 | |
Payments | (24,741) | 0 | |
Non-cash adjustment to fair value of contingent consideration liability | 2,016 | 1,799 | |
Balance as of March 31, | $ 106,026 | $ 118,033 | |
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 | 0.1311 | ||
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 | 0.2208 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 105,239 | $ 107,262 |
Work-in-process | 28,793 | 29,463 |
Finished goods | 188,266 | 181,599 |
Total inventory | $ 322,298 | $ 318,324 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net income | $ 19,709 | $ 1,819 |
Basic-weighted average shares outstanding (in shares) | 30,780 | 30,511 |
Stock compensation | 492 | 629 |
Convertible notes | 0 | 64 |
Diluted- weighted average shares outstanding (in shares) | 31,272 | 31,204 |
Basic (in dollars per share) | $ 0.64 | $ 0.06 |
Diluted (in dollars per share) | $ 0.63 | $ 0.06 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,500 | 2,200 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 806,844 |
Foreign currency translation | (568) |
Ending balance | 806,276 |
Goodwill [Line Items] | |
Goodwill | $ 806,276 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Intangible assets, Gross carrying amount | $ 1,009,055 | $ 1,008,648 | |
Intangible assets, Accumulated amortization | (367,745) | (359,164) | |
Amortization expense | 8,600 | $ 8,800 | |
Future amortization expense [Abstract] | |||
Remaining, 2024 | 26,072 | ||
2025 | 35,305 | ||
2026 | 35,380 | ||
2027 | 36,438 | ||
2028 | 39,564 | ||
2029 | 38,780 | ||
Amortization included in expense | |||
Future amortization expense [Abstract] | |||
Remaining, 2024 | 21,572 | ||
2025 | 29,305 | ||
2026 | 29,380 | ||
2027 | 30,438 | ||
2028 | 33,564 | ||
2029 | 32,780 | ||
Amortization recorded as a reduction of revenue | |||
Future amortization expense [Abstract] | |||
Remaining, 2024 | 4,500 | ||
2025 | 6,000 | ||
2026 | 6,000 | ||
2027 | 6,000 | ||
2028 | 6,000 | ||
2029 | 6,000 | ||
Trademarks & tradenames | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Unamortized intangible assets, Gross carrying amount | 86,544 | 86,544 | |
Customer and distributor relationships | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Amortized intangible assets, Gross carrying amount | 369,862 | 369,930 | |
Intangible assets, Accumulated amortization | (192,602) | (188,486) | |
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 | |
Intangible assets, Accumulated amortization | (73,500) | (72,000) | |
Developed technology | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Amortized intangible assets, Gross carrying amount | 320,204 | 320,204 | |
Intangible assets, Accumulated amortization | (47,121) | (44,558) | |
Patents and other intangible assets | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Amortized intangible assets, Gross carrying amount | 83,069 | 82,594 | |
Intangible assets, Accumulated amortization | $ (54,522) | $ (54,120) | |
Weighted Average | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Finite-lived intangible asset useful life (in 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 | ||
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 | ||
Weighted Average | Developed technology | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Finite-lived intangible asset useful life (in 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 |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Finance Lease, Liability | $ 2,203 | $ 2,365 |
Long-term Debt and Lease Obligation, Including Current Maturities | 990,802 | 973,848 |
Current portion of long-term debt | 692 | 708 |
Long-term debt | 990,110 | 973,140 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 88,000 | 2,000 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 114,116 | 114,064 |
Unamortized Debt Issuance Expense | 472 | 524 |
2.625 Percent Convertible Notes Due 2024 | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Convertible Debt | 0 | 70,000 |
2.250 Percent Convertible Notes Due 2027 | Convertible Notes Payable | ||
Debt Instrument [Line Items] | ||
Convertible Debt | 786,483 | 785,419 |
Unamortized Debt Issuance Expense | $ 13,517 | $ 14,581 |
Long Term Debt Additional Infor
Long Term Debt Additional Information (Details) $ / shares in Units, shares in Millions | 3 Months Ended | ||||||
Jun. 06, 2022 USD ($) $ / shares shares | Jan. 29, 2019 USD ($) $ / shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Feb. 07, 2024 shares | Dec. 31, 2023 USD ($) | Jul. 16, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Payments to redeem convertible notes | $ 70,000,000 | $ 0 | |||||
Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | 114,116,000 | $ 114,064,000 | |||||
Term Loan Facility | Amended and Restated Senior Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 233,500,000 | ||||||
Repayments of Senior Debt | $ 90,000,000 | ||||||
Long-term Debt, Gross | 114,600,000 | ||||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt | 88,000,000 | $ 2,000,000 | |||||
Line of Credit | Amended and Restated Senior Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 585,000,000 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | 495,400,000 | ||||||
Letters of Credit Outstanding, Amount | 1,600,000 | ||||||
Convertible Notes Payable | 2.625 Percent Convertible Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 70,000,000 | $ 345,000,000 | |||||
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 | $ 70,000,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 0.9 | 0.1 | |||||
Interest Expense, Debt | $ 200,000 | 500,000 | |||||
Option Contract Indexed to Equity, Settlement, Number of Shares | shares | 0.1 | ||||||
Convertible Notes Payable | 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 | |||||
Debt Instrument, Fair Value Disclosure | $ 732,800,000 | ||||||
Convertible Notes Payable | 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 | Amended and Restated Senior Credit Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Term SOFR Interest Rate Spread Adjustment | 0.114% | ||||||
Adjusted Term SOFR Interest Rate | 5.489% | ||||||
Effective Interest Rate | 6.614% | ||||||
Long-term Debt | Amended and Restated Senior Credit Agreement | Adjusted Term SOFR Interest Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.125% | ||||||
Long-term Debt | Amended and Restated Senior Credit Agreement | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||
Long-term Debt | Amended and Restated Senior Credit Agreement | Adjusted Term SOFR | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1% | ||||||
Call Option | Convertible Notes Payable | 2.625 Percent Convertible Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Hedge and warrant transactions, net cash paid | $ 21,000,000 | ||||||
Call Option | Convertible Notes Payable | 2.250 Percent Convertible Notes Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Hedge and warrant transactions, net cash paid | $ 115,600,000 |
Long Term Debt Maturities of Lo
Long Term Debt Maturities of Long Term Debt (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Maturities of Long-term Debt [Abstract] | |
Remaining, 2024 | $ 0 |
2025 | 0 |
2026 | 202,588 |
2027 | 800,000 |
2028 | 0 |
2029 | $ 0 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Guarantees [Abstract] | ||
Standard warranty period (in years) | 1 year | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance as of January 1, | $ 1,802 | $ 1,944 |
Provision for warranties | 43 | 115 |
Claims made | (183) | (198) |
Balance as of March 31, | 1,662 | 1,861 |
Extended Product Warranty Disclosure [Abstract] | ||
Product extended warranty expense | $ 1,300 | $ 1,500 |
Pension Plan (Details)
Pension Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 180 | $ 194 |
Interest cost on projected benefit obligation | 863 | 911 |
Expected return on plan assets | (1,101) | (1,032) |
Net amortization and deferral | 398 | 532 |
Net periodic pension cost | $ 340 | $ 605 |
Business Segment (Details)
Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 312,273 | $ 295,468 |
Orthopedic Surgery | ||
Segment Reporting Information [Line Items] | ||
Net sales | 134,912 | 131,175 |
General Surgery | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ 177,361 | $ 164,293 |
Legal Proceedings (Details)
Legal Proceedings (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Product liability insurance, aggregate annual amount | $ 35 |
Product liability insurance, amount per incident | $ 35 |