CONMED Corp
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
CNMD$51.50-2.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0000816956-25-000028
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0000816956-25-000056
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 93 previous paragraphs and 95 current paragraphs.
61 unchanged; 32 reworded; 2 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Under the terms of our Distribution Agreement with W. L. Gore & Associates, Inc. (“Gore®”), CONMED has exclusive distribution rights to the Gore® VIABIL® Biliary Endoprosthesis for endoscopic placement (“VIABIL® device”) in the United States and Canada (“Distribution Agreement”) through December 31, 2026. CONMED will not be renewing its Distribution Agreement for the commercial support and distribution of the Gore® VIABIL® device after December 31, 2026. The VIABIL distribution represented $44.1 million of net sales in the nine months ending September 30, 2025, with a gross profit margin of approximately 38%.
Current report
On June 6, 2022, we issued $800.0 million aggregate principal amount of 2.250% Convertible Notes due 2027 (the "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.
Reworded paragraphs (32)
Previous wording
In this Report on Form 10-Q, we make forward-looking statements about our financial condition, results of operations and business. Forward-looking statements are statements made by us concerning events that may or may not occur in the future. These statements may be made directly in this document or may be “incorporated by reference” from other documents. Such statements may be identified by the use of words such as “anticipates”, “expects”, “estimates”, “intends” and “believes” and variations thereof and other terms of similar meaning.
Current wording
In this Quarterly Report on Form 10-Q, we make forward-looking statements about our financial condition, results of operations and business. Forward-looking statements are statements made by us concerning events that may or may not occur in the future. These statements may be made directly in this document or may be “incorporated by reference” from other documents. Such statements may be identified by the use of words such as “anticipates”, “expects”, “estimates”, “intends” and “believes” and variations thereof and other terms of similar meaning.
Previous wording
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.
Current wording
CONMED Corporation 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.
Previous wording
A significant amount of our products are used in surgical procedures with approximately 87% of our revenues derived from the sale of single-use products. Our capital equipment offerings also facilitate the ongoing sale of related single-use products and accessories, thus providing us with a recurring revenue stream. We manufacture substantially all of our products in facilities located in the United States and Mexico. We market our products both domestically and internationally directly to customers and through distributors. International sales approximated 44% of our consolidated net sales during both the six months ended June 30, 2025 and 2024.
Current wording
A significant amount of our products are used in surgical procedures with approximately 86% of our revenues derived from the sale of single-use products. Our capital equipment offerings also facilitate the ongoing sale of related single-use products and accessories, thus providing us with a recurring revenue stream. We manufacture substantially all of our products in facilities located in the United States and Mexico. We market our products both domestically and internationally directly to customers and through distributors. International sales approximated 43% of our consolidated net sales during both the nine months ended September 30, 2025 and 2024.
Previous wording
The Company has been and continues to be impacted by the macro-economic environment and we are experiencing higher manufacturing and operating costs caused by inflationary pressures and ongoing supply chain challenges. We work with suppliers to mitigate these impacts; however, we expect these challenges to continue through 2025. This will likely impact our results of operations and we therefore have engaged a consulting firm to evaluate and propose improvements in our supply chain and manufacturing operations. In addition, our results of operations are being impacted by tariffs placed on imported goods to the United States as well as exporting of products to other countries. We are actively working to mitigate this impact. See "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information.
Current wording
The Company has been and continues to be impacted by the macro-economic environment and we are experiencing higher manufacturing and operating costs caused by inflationary pressures and ongoing supply chain challenges. We continue to monitor our spending and expenses in light of these factors. This will likely impact our results of operations and we therefore engaged a consulting firm to evaluate and propose improvements in our supply chain and manufacturing operations. In addition, our results of operations are being impacted by tariffs placed on imported goods to the United States as well as exporting of products to other countries. We are actively working to mitigate this impact. See "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 for more information.
Previous wording
The following table presents net sales by product line for the three and six months ended June 30, 2025 and 2024:
Current wording
The following table presents net sales by product line for the three and nine months ended September 30, 2025 and 2024:
Previous wording
Net sales increased 3.1% and 3.0% in the three and six months ended June 30, 2025, respectively, compared to the same period a year ago. The increases during the three and six months ended June 30, 2025 were due to growth in both the orthopedic surgery and general surgery single-use product lines offset by lower capital sales as we continue to work through supply chain and manufacturing operation improvements.
Current wording
Net sales increased 6.7% and 4.2% in the three and nine months ended September 30, 2025, respectively, compared to the same periods a year ago. The increases during the three and nine months ended September 30, 2025 were due to growth in both the orthopedic surgery and general surgery product lines. There was a return to growth in capital sales during the three months ended September 30, 2025; however, growth during the nine months ended September 30, 2025 was impacted by lower capital sales as we work through supply chain and manufacturing operation improvements.
Previous wording
•Orthopedic surgery sales increased 0.9% and 1.7% in the three and six months ended June 30, 2025, respectively, primarily due to growth in our procedure specific, foot and ankle and BioBrace® product offerings.
Current wording
•Orthopedic surgery sales increased 5.9% and 3.0% in the three and nine months ended September 30, 2025, respectively, primarily due to growth in our procedure specific, foot and ankle and BioBrace® product offerings.
Previous wording
•General surgery sales increased 4.7% and 4.0% in the three and six months ended June 30, 2025, respectively, primarily due to growth in our AirSeal®, Buffalo Filter® and biliary product offerings.
Current wording
•General surgery sales increased 7.3% and 5.1% in the three and nine months ended September 30, 2025, respectively, primarily due to growth in our AirSeal®, Buffalo Filter® and biliary product offerings.
Previous wording
Cost of sales increased to $154.0 million in the three months ended June 30, 2025 as compared to $148.4 million in the three months ended June 30, 2024 and increased to $297.5 million in the six months ended June 30, 2025 as compared to $288.7 million in the six months ended June 30, 2024. Gross profit margins decreased 30 basis points to 55.0% in the three months ended June 30, 2025 as compared to 55.3% in the three months ended June 30, 2024. Gross profit margins were 55.2% in both the six months ended June 30, 2025 and 2024.
Current wording
Cost of sales increased to $171.8 million in the three months ended September 30, 2025 as compared to $137.7 million in the three months ended September 30, 2024 and increased to $469.3 million in the nine months ended September 30, 2025 as compared to $426.4 million in the nine months ended September 30, 2024. Gross profit margins decreased 730 basis points to 49.2% in the three months ended September 30, 2025 as compared to 56.5% in the three months ended September 30, 2024. Gross profit margins decreased 250 basis points to 53.1% in nine months ended September 30, 2025 as compared to 55.6% in the nine months ended September 30, 2024.
Previous wording
During the three and six months ended June 30, 2025 we incurred costs of $5.1 million and $8.5 million, respectively, for the engagement of a consulting firm to evaluate and propose improvements to our supply chain and manufacturing operations. During the six months ended June 30, 2024, we wrote off $1.4 million in inventory, tooling and equipment related to the cancellation of a planned new product line. The 30 basis point decrease in gross profit margins during the three months ended June 30, 2025 was mainly due to these charges. Offsetting such charges was favorable product mix.
Current wording
During the three and nine months ended September 30, 2025 we incurred costs of $3.7 million and $12.3 million, respectively, for the engagement of consultants to evaluate and propose improvements to our supply chain and manufacturing operations. As a result of our consultations and internal review, we wrote off $19.7 million in inventory, equipment, tooling and patents related to the cancellation of planned new product lines and discontinuation of certain catalog numbers during the three and nine months ended September 30, 2025. During the nine months ended September 30, 2024, we wrote off $1.4 million in inventory, tooling and equipment related to the cancellation of a planned new product line. The 730 and 250 basis point decreases in gross profit margins during the three and nine months ended September 30, 2025, respectively, were mainly due to these charges as well as the cost of tariffs.
Previous wording
Selling and administrative expense increased to $136.0 million in the three months ended June 30, 2025 as compared to $122.5 million in the three months ended June 30, 2024 and increased to $284.9 million in the six months ended June 30, 2025 as compared to $245.9 million in the six months ended June 30, 2024. Selling and administrative expense as a percentage of net sales increased 280 basis points to 39.7% in the three months ended June 30, 2025 as compared to 36.9% in the three months ended June 30, 2024 and increased 470 basis points to 42.9% in the six months ended June 30, 2025 as compared to 38.2% in the six months ended June 30, 2024. The increases in selling and administrative expense as a percentage of sales for the three and six months ended June 30, 2025 were primarily driven by:
Current wording
Selling and administrative expense increased to $140.3 million in the three months ended September 30, 2025 as compared to $99.7 million in the three months ended September 30, 2024 and increased to $425.2 million in the nine months ended September 30, 2025 as compared to $345.6 million in the nine months ended September 30, 2024. Selling and administrative expense as a percentage of net sales increased 1,000 basis points to 41.5% in the three months ended September 30, 2025 as compared to 31.5% in the three months ended September 30, 2024 and increased 650 basis points to 42.5% in the nine months ended September 30, 2025 as compared to 36.0% in the nine months ended September 30, 2024. The increases in selling and administrative expense as a percentage of sales for the three and nine months ended September 30, 2025 were primarily driven by:
Previous wording
•$12.2 million of cash and stock-based compensation costs related to advisory services provided by our former Chief Executive Officer in the six months ended June 30, 2025;
Current wording
•$12.2 million of cash and stock-based compensation costs related to advisory services provided by our former Chief Executive Officer in the nine months ended September 30, 2025;
Previous wording
•$2.5 million and $2.9 million of consulting fees related to operational optimization during the three and six months ended June 30, 2025, respectively; and
Current wording
•$5.5 million and $8.5 million of consulting fees related to operational optimization during the three and nine months ended September 30, 2025, respectively; and
Previous wording
•$(1.8) million and $2.1 million in (income) expense related to fair value adjustments to contingent consideration in the three and six months ended June 30, 2025, respectively, compared to income of $(8.7) million and $(15.2) million in the three and six months ended June 30, 2024, respectively, see Note 6.
Current wording
•$1.3 million and $3.5 million in expense related to fair value adjustments to contingent consideration in the three and nine months ended September 30, 2025, respectively, compared to income of $27.0 million and $42.3 million in the three and nine months ended September 30, 2024, respectively, see Note 6.
Previous wording
Salesforce and commissions, marketing, general & administrative costs and amortization expense in the three and six months ended June 30, 2025 were in line with the three and six months ended June 30, 2024 as a percentage of sales.
Current wording
Salesforce and commissions, marketing, general & administrative costs and amortization expense in the three and nine months ended September 30, 2025 were in line with the three and nine months ended September 30, 2024 as a percentage of sales.
Previous wording
Research and development expense was $14.1 million in both the three months ended June 30, 2025 and 2024 and decreased to $27.1 million in the six months ended June 30, 2025 as compared to $27.7 million in the six months ended June 30, 2024. As a percentage of net sales, research and development expense decreased 10 basis points to 4.1% in the three months ended June 30, 2025 as compared to 4.2% in the three months ended June 30, 2024 and decreased to 4.1% in the six months ended June 30, 2025 as compared to 4.3% in the six months ended June 30, 2024. Spend as a percentage of sales was mainly driven by the timing of research and development projects.
Current wording
Research and development expense increased to $13.9 million in the three months ended September 30, 2025 as compared to $13.6 million in the three months ended September 30, 2024 and decreased to $41.0 million in the nine months ended September 30, 2025 as compared to $41.3 million in the nine months ended September 30, 2024. As a percentage of net sales, research and development expense decreased 20 basis points to 4.1% in both the three and nine months ended September 30, 2025 as compared to 4.3% in both the three and nine months ended September 30, 2024. Spend as a percentage of sales was mainly driven by the timing of research and development projects.
Previous wording
Interest expense decreased to $7.8 million in the three months ended June 30, 2025 from $9.6 million in the three months ended June 30, 2024 and decreased to $16.1 million in the six months ended June 30, 2025 from $19.2 million in the six months ended June 30, 2024. The weighted average interest rates on our borrowings decreased to 2.80% in the three months ended June 30, 2025 as compared to 3.22% in the three months ended June 30, 2024 and decreased to 2.85% in the six months ended June 30, 2025 as compared to 3.20% in the six months ended June 30, 2024. The decrease in interest expense in the three and six months ended June 30, 2025 was driven by lower weighted average borrowings outstanding and lower weighted average interest rates during 2025.
Current wording
Interest expense decreased to $7.6 million in the three months ended September 30, 2025 from $9.3 million in the three months ended September 30, 2024 and decreased to $23.7 million in the nine months ended September 30, 2025 from $28.4 million in the nine months ended September 30, 2024. The weighted average interest rates on our borrowings decreased to 2.80% in the three months ended September 30, 2025 as compared to 3.15% in the three months ended September 30, 2024 and decreased to 2.83% in the nine months ended September 30, 2025 as compared to 3.18% in the nine months ended September 30, 2024. The decrease in interest expense in the three and nine months ended September 30, 2025 was driven by lower weighted average borrowings outstanding and lower weighted average interest rates during 2025.
Previous wording
Other expense during the three and six months ended June 30, 2025 was related to costs associated with our eighth amended and restated senior credit agreement entered into June 10, 2025, as further described in Note 10. These costs included $0.4 million related to a loss on early extinguishment and third party fees.
Current wording
Other expense during the nine months ended September 30, 2025 was related to costs associated with our eighth amended and restated senior credit agreement entered into June 10, 2025, as further described in Note 10. These costs included $0.4 million related to a loss on early extinguishment and third party fees.
Previous wording
Income tax expense has been recorded at an effective tax rate of 28.4% for the three months ended June 30, 2025 compared to 20.1% for the three months ended June 30, 2024. Income tax expense has been recorded at an effective tax rate of 27.0% for the six months ended June 30, 2025 compared to 21.1% for the six months ended June 30, 2024. The higher effective tax rates for the three and six months ended June 30, 2025 was primarily the result of year to date expense related to the fair value adjustments to contingent consideration which is not deductible for federal tax as compared to the effective tax rates for the three and six months ended June 30, 2024 which included year to date income related to the fair value adjustments to contingent consideration which is not subject to federal tax. A reconciliation of the United States statutory income tax rate to our effective tax rate is included in our Annual Report on Form 10-K for the year ended December 31, 2024 under Note 9 to the consolidated financial statements.
Current wording
Income tax expense has been recorded at an effective tax rate of 33.1% for the three months ended September 30, 2025 compared to 13.2% for the three months ended September 30, 2024. Income tax expense has been recorded at an effective tax rate of 27.6% for the nine months ended September 30, 2025 compared to 17.4% for the nine months ended September 30, 2024. The higher effective tax rates for the three and nine months ended September 30, 2025 was primarily the result of lower income in 2025 incurring a higher percentage of tax expense and year to date expense related to the fair value adjustments to contingent consideration which is not deductible for federal tax as compared to the effective tax rates for the three and nine months ended September 30, 2024 which included year to date income related to the fair value adjustments to contingent consideration which is not subject to federal tax. A reconciliation of the United States statutory income tax rate to our effective tax rate is included in our Annual Report on Form 10-K for the year ended December 31, 2024 under Note 9 to the consolidated financial statements.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA permanently extends and modifies significant provisions of the Tax Cuts and Jobs Act. Key modifications expected to impact the Company’s effective tax rate and cash tax position include the increased business interest expense limitation and the reduced federal research credit benefit effective in 2025 and changes to the international tax provisions effective in 2026. The Company is evaluating the impact of the OBBBA on the consolidated condensed financial statements.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA permanently extends and modifies significant provisions of the Tax Cuts and Jobs Act. Key modifications expected to impact the Company’s effective tax rate and cash tax position include the increased business interest expense limitation and the reduced federal research credit benefit effective in 2025 and changes to the international tax provisions effective in 2026. The Company has included the estimated impact of the OBBBA in the income tax provision for the three and nine months ended September 30, 2025. The estimated impact was not material to the consolidated condensed financial statements.
Previous wording
Our net working capital position was $362.9 million at June 30, 2025. Net cash provided by operating activities was $70.7 million in the six months ended June 30, 2025 compared to net cash provided by operating activities of $72.4 million in the six months ended June 30, 2024, generated on net income of $27.5 million and $49.7 million for the six months ended June 30, 2025 and 2024, respectively. Significant changes in assets and liabilities affecting operating cash flows in the six months ended June 30, 2025 include the following:
Current wording
Our net working capital position was $347.5 million at September 30, 2025. Net cash provided by operating activities was $124.4 million in the nine months ended September 30, 2025 compared to net cash provided by operating activities of $123.6 million in the nine months ended September 30, 2024, generated on net income of $30.3 million and $98.7 million for the nine months ended September 30, 2025 and 2024, respectively. Net income in the nine months ended September 30, 2024 included a $42.3 million non-cash gain related to the adjustment to fair value of the contingent consideration liability compared to a $3.5 million non-cash charge in the current year. In addition, below is a summary of significant changes in assets and liabilities in the nine months ended September 30, 2025:
Previous wording
•An increase in cash flows from accounts receivable due to timing of sales and cash receipts compared to the same period a year ago;
Current wording
•An increase in cash flows from accounts receivable due to timing of sales and cash receipts;
Previous wording
•A decrease in cash flows from accounts payable due to the timing of payments; and
Current wording
•An increase in cash flows from accounts payable due to the timing of payments; and
Previous wording
•An increase in cash flows from accrued compensation and benefits as a result of lower incentive compensation payments in the six months ended June 30, 2025 compared to the same period a year ago.
Current wording
•An increase in cash flows from accrued compensation and benefits as a result of lower incentive compensation payments during the period.
Previous wording
Net cash used in investing activities in the six months ended June 30, 2025 increased $3.0 million from the same period a year ago. Capital expenditures were $9.5 million in the six months ended June 30, 2025 compared to $5.6 million in the same period a year ago.
Current wording
Net cash used in investing activities in the nine months ended September 30, 2025 increased $4.8 million from the same period a year ago. Capital expenditures were $14.7 million in the nine months ended September 30, 2025 compared to $9.0 million in the same period a year ago.
Previous wording
Net cash used in financing activities in the six months ended June 30, 2025 was $54.9 million compared to net cash used in financing activities of $61.1 million during 2024. Below is a summary of the significant financing activities impacting the change during the six months ended June 30, 2025 compared to 2024:
Current wording
Net cash used in financing activities in the nine months ended September 30, 2025 was $98.5 million compared to net cash used in financing activities of $99.9 million during 2024. Below is a summary of the significant financing activities impacting the change during the nine months ended September 30, 2025 compared to 2024:
Previous wording
•During the six months ended June 30, 2025, we had net payments on our term loan of $29.6 million, inclusive of a $25.2 million impact on both borrowings and repayments between independent counterparties associated with the eighth amended and restated senior credit agreement.
Current wording
•During the nine months ended September 30, 2025, we had net payments on our term loan of $54.6 million, inclusive of a $25.2 million impact on both borrowings and repayments between independent counterparties associated with the eighth amended and restated senior credit agreement.
Previous wording
•During the six months ended June 30, 2025, we paid $14.1 million in contingent consideration related to the Biorez acquisition compared to $39.4 million related to the Biorez and In2Bones acquisitions in the same period a year ago.
Current wording
•During the nine months ended September 30, 2025, we paid $22.6 million in contingent consideration related to the Biorez acquisition compared to $48.1 million related to the Biorez and In2Bones acquisitions in the same period a year ago.
Previous wording
•During the six months ended June 30, 2024, we repaid the remaining $70.0 million outstanding on the 2.625% Notes.
Current wording
•During the nine months ended September 30, 2024, we repaid the remaining $70.0 million outstanding on the 2.625% Notes.
Previous wording
•During the six months ended June 30, 2025, we had net borrowings on our revolving line of credit of $4.0 million, inclusive of the impact of the eighth amended and restated senior credit agreement, compared to $60.0 million in net borrowings during the six months ended June 30, 2024.
Current wording
•During the nine months ended September 30, 2025, we did not have any net borrowings on our revolving line of credit compared to $34.0 million in net borrowings during the nine months ended September 30, 2024.
Previous wording
There were $85.0 million in borrowings outstanding on the term loan facility as of June 30, 2025. There were $4.0 million in borrowings outstanding under the revolving credit facility as of June 30, 2025. Our available borrowings on the revolving credit facility at June 30, 2025 were $644.4 million with approximately $1.6 million of the facility set aside for outstanding letters of credit.
Current wording
There were $60.0 million in borrowings outstanding on the term loan facility as of September 30, 2025. There were no borrowings outstanding under the revolving credit facility as of September 30, 2025. Our available borrowings on the revolving credit facility at September 30, 2025 were $648.5 million with approximately $1.5 million of the facility set aside for outstanding letters of credit.
Previous wording
Our Board of Directors has authorized a $200.0 million share repurchase program. Through June 30, 2025, we have repurchased a total of 6.1 million shares of common stock aggregating $162.6 million under this authorization and have $37.4 million remaining available for share repurchases. The repurchase program calls for shares to be purchased in the open market or in private transactions from time to time. We may suspend or discontinue the share repurchase program at any time. We have not purchased any shares of common stock under the share repurchase program during 2025. We have financed the repurchases and may finance additional repurchases through operating cash flow and from available borrowings under our revolving credit facility.
Current wording
Effective as of October 31, 2025, our Board of Directors has authorized a $150.0 million share repurchase program (the "Modified Program") which modified our prior $200.0 million share repurchase program (the “Prior Program”), under which $37.4 million had remained available for repurchases prior to the establishment of the Modified Program. Through September 30, 2025, we repurchased a total of 6.1 million shares of common stock aggregating $162.6 million under the Prior Program. The Modified Program calls for shares to be purchased in the open market or in private transactions from time to time. We may suspend or discontinue the Modified Program at any time. We have not purchased any shares of common stock under the Prior Program or the Modified Program during 2025. The Company expects to repurchase at least $25.0 million in shares annually beginning in 2026. We have financed the repurchases and may finance additional repurchases through operating cash flow and from available borrowings under our revolving credit facility. With the decision to extend the share repurchase program, we have suspended our dividend payments and the Board of Directors will consider whether to declare dividends and the amount of such dividends from time to time in the future. We paid approximately $18.6 million of dividends year-to-date through October 31, 2025.