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PRE-MKT · 04:35 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CNMD

CONMED Corp
NYSE · HEALTH CARE · ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
49.25
−0.19 −0.38%
USD · close Oct 23
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Work order
56
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nobody we score has called it yet
MKT CAP $1.5BP/E 32.6DIV YIELD 1.22%FCF YIELD 10.23%REV TTM $1.4B +5.2%NET INCOME $47.1M −64.5%NET DEBT $768.3M52W 32.11 – 51.86SEC XBRL · TTM TO Invalid Date

How CNMD rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
33%
of sentences unchanged
Added
306
new sentences
Dropped
346
sentences removed
Length
−2,409
words, now 26,310

New in FY2025

  • Risk Factors - Other Risk Factors Related to our Business - Our Board of Directors may, in the future, not approve payment of a dividend on common stock." Refer to Item 12 for information relating to compensation plans under which equity securities of CONMED Corporation are authorized for issuance.
  • The stock price performance included in this graph is not necessarily indicative of future stock price performance.
  • This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
  • Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
  • Overview of CONMED Corporation CONMED Corporation is a medical technology company that provides devices and equipment for surgical procedures.
  • These product lines as a percentage of consolidated net sales are as follows: 2025 2024 2023 Orthopedic surgery 42 % 42 % 43 % General surgery 58 58 57 Consolidated net sales 100 % 100 % 100 % 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.
  • International sales approximated 44% in 2025, 43% in 2024 and 44% in 2023.
  • Business Environment In recent years, the Company has been impacted by the macro-economic environment, including inflationary pressures, and we have been experiencing higher manufacturing and operating costs as well as ongoing supply chain challenges.
  • 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.
  • This will likely continue to impact our results of operations and we therefore engaged a consulting firm in 2025 to evaluate and propose improvements in our manufacturing operations.
  • We are actively working to mitigate this impact.
  • During 2025, we performed a product portfolio review.
  • This resulted in the discontinuation of certain products and cancellation of planned new product lines as further described below.
  • In addition, on December 5, 2025, we announced our intent to exit our gastroenterology product lines as part of our portfolio optimization strategy.
  • This included the termination of our distribution agreement with W.L.
  • ("Gore®") for the Gore® VIABIL® biliary stent effective January 1, 2026 and the expected exit from the remaining products in our gastroenterology product portfolio.
  • While the Company is reviewing strategic options related to its decision to exit its gastroenterology product portfolio, there is no certainty on the timing of these options; therefore, the related assets do not require reclassification on the consolidated balance sheet.
  • We completed our goodwill impairment testing of our single reporting unit during the fourth quarter of 2025.
  • We performed our impairment test utilizing the market capitalization approach to determine whether the fair value of our single reporting unit is less than its carrying amount.
  • For all other indefinite-lived intangible assets, we performed our impairment testing as of the fourth quarter of 2025 utilizing the relief from royalty income based approach to determine whether the fair value is less that the carrying amount.
  • A considerable amount of management judgment and assumptions are required in performing the impairment testing.
  • The key assumptions used in the impairment testing were long-term revenue growth projections, royalty rates, discount rates and general industry, market and macro-economic conditions.
  • See Note 6 for further discussion of goodwill and other intangible assets.
  • Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized as income or expense within selling and administrative expense in the consolidated statements of comprehensive income.
  • The fair value of contingent consideration at December 31, 2025 was $2.2 million for the In2Bones Global, Inc. acquisition and $59.2 million for the Biorez, Inc. acquisition.
  • See Note 15 for further discussion of contingent consideration.
  • In conjunction with the pension plan, we recorded a pension benefit obligation totaling $ 70.7 million as of December 31, 2025.
  • In performing a sensitivity analysis on the pension benefit obligation, a 0.25% increase in our discount rate would decrease the pension benefit obligation by $1.4 million and a 0.25% decrease in the discount rate would increase the pension benefit obligation by $1.4 million.
  • See Note 12 for further discussion of the pension plan.
  • Consolidated Results of Operations The following table presents, as a percentage of net sales, certain categories included in our consolidated statements of comprehensive income for the periods indicated: Years Ended December 31, 2025 2024 2023 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 45.4 43.9 45.7 Gross profit 54.6 56.1 54.3 Selling and administrative expense 43.1 36.6 40.4 Research and development expense 4.1 4.2 4.2 Income from operations 7.5 15.3 9.7 Interest expense 2.3 2.9 3.2 Other expense — — — Income before income taxes 5.2 12.5 6.5 Provision for income taxes 1.8 2.3 1.3 Net income 3.4 % 10.1 % 5.2 % Net Sales The following table presents net sales by product line for the years ended December 31, 2025, 2024 and 2023: % Change from 2024 to 2025 2025 2024 As Reported Impact of Foreign Currency Constant Currency a Orthopedic surgery $ 574.6 $ 544.0 5.6 % -0.1 % 5.5 % General surgery 800.1 763.0 4.9 % -0.2 % 4.7 % Net sales $ 1,374.7 $ 1,307.0 5.2 % -0.1 % 5.1 % Single-use products $ 1,183.8 $ 1,112.1 6.4 % -0.1 % 6.3 % Capital products 190.9 194.9 -2.1 % — % -2.1 % Net sales $ 1,374.7 $ 1,307.0 5.2 % -0.1 % 5.1 % % Change from 2023 to 2024 2024 2023 As Reported Impact of Foreign Currency Constant Currency a Orthopedic surgery $ 544.0 $ 533.1 2.0 % 0.5 % 2.5 % General surgery 763.0 711.6 7.2 % 0.3 % 7.5 % Net sales $ 1,307.0 $ 1,244.7 5.0 % 0.3 % 5.3 % Single-use products $ 1,112.1 $ 1,038.5 7.1 % 0.3 % 7.4 % Capital products 194.9 206.2 -5.5 % 0.4 % -5.1 % Net sales $ 1,307.0 $ 1,244.7 5.0 % 0.3 % 5.3 % (a) Refer to Non-GAAP Financial Measures below for further details.
  • Net sales increased 5.2% in 2025 due to growth in both the orthopedic surgery and general surgery product lines. • Orthopedic surgery sales increased 5.6% in 2025 as a result of growth in our sports medicine and BioBrace ® product offerings. • General surgery sales increased 4.9% in 2025 as a result of growth in our AirSeal ® , specimen bags and biliary product offerings.
  • Cost of Sales Cost of sales was $624.2 million in 2025 compared to $574.0 million in 2024.
  • Gross profit margins decreased by 1.5 percentage points to 54.6% in 2025 from 56.1% in 2024.
  • During 2025 we incurred costs of $12.5 million 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 $22.2 million in inventory, equipment, tooling and patents related to the cancellation of planned new product lines and discontinuation of certain catalog numbers during 2025.
  • These increases were partially offset by a benefit of $9.9 million resulting from the early termination of our distribution agreement with Gore ® during 2025 and $1.4 million of expense incurred in 2024 related to the write-off of inventory, tooling and equipment related to the cancellation of a planned new product line.
  • Selling and Administrative Expense Selling and administrative expense was $592.0 million in 2025 compared to $478.3 million in 2024.
  • Selling and administrative expense as a percentage of net sales was 43.1% in 2025 and 36.6% in 2024.
  • The increase in selling and administrative expense as a percentage of net sales in 2025 was primarily driven by: • an increase of $64.0 million in costs related to fair value adjustments to contingent consideration ($23.0 million of expense in 2025 compared to $41.0 million of income in 2024), see Note 15; • $12.2 million of cash and stock-based compensation costs related to advisory services provided by our former Chief Executive Officer in 2025; and • $12.9 million of consulting fees and other costs related to operational optimization during 2025.
  • Salesforce and commissions, marketing, general & administrative costs and amortization expense in 2025 were in line with 2024 as a percentage of sales.

and 266 more.

Gone since FY2024

  • Risk Factors - Other Risk Factors Related to our Business - Our Board of Directors may, in the future, limit or discontinue payment of a dividend on common stock." Refer to Item 12 for information relating to compensation plans under which equity securities of CONMED Corporation are authorized for issuance.
  • This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
  • Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
  • Overview of CONMED Corporation CONMED Corporation (“CONMED”, the “Company”, “we” or “us”) is a medical technology company that provides devices and equipment for surgical procedures.
  • These product lines as a percentage of consolidated net sales are as follows: 2024 2023 2022 Orthopedic surgery 42 % 43 % 44 % General surgery 58 57 56 Consolidated net sales 100 % 100 % 100 % A significant amount of our products are used in surgical procedures with approximately 85% of our revenues derived from the sale of single-use products.
  • International sales approximated 43% in 2024, 44% in 2023 and 45% in 2022.
  • Business Environment The Company has been and continues to be impacted by the macro-economic environment and we are experiencing higher manufacturing and operating costs caused by inflationary pressures and ongoing supply chain challenges.
  • We work with suppliers to mitigate these impacts; however, we expect these challenges to continue in 2025.
  • This will likely continue to impact our results of operations and we therefore have engaged a consulting firm to evaluate and propose improvements in our manufacturing operations.
  • We completed our goodwill impairment testing of our single reporting unit during the fourth quarter of 2024.
  • We performed our impairment test utilizing the market capitalization approach to determine whether the fair value of a reporting unit is less than its carrying amount.
  • For all other indefinite-lived intangible assets, we perform a qualitative impairment test.
  • See Note 7 for further discussion of goodwill and other intangible assets.
  • Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized as income or expense within selling and administrative expense in the consolidated statements of comprehensive income (loss).
  • The fair value of contingent consideration at December 31, 2024 was $11.2 million for the In2Bones acquisition and $61.0 million for the Biorez acquisition.
  • See Note 16 for further discussion of contingent consideration.
  • In conjunction with the pension plan, we recorded a pension benefit obligation totaling $ 69.2 million as of December 31, 2024.
  • In performing a sensitivity analysis on the pension benefit obligation, a 0.25% increase in our discount rate would decrease the pension benefit obligation by $1.3 million and a 0.25% decrease in the discount rate would increase the pension benefit obligation by $1.4 million.
  • See Note 13 for further discussion of the pension plan.
  • Consolidated Results of Operations The following table presents, as a percentage of net sales, certain categories included in our consolidated statements of comprehensive income (loss) for the periods indicated: Years Ended December 31, 2024 2023 2022 Net sales 100.0 % 100.0 % 100.0 % Cost of sales 43.9 45.7 45.4 Gross profit 56.1 54.3 54.6 Selling and administrative expense 36.6 40.4 43.4 Research and development expense 4.2 4.2 4.5 Income from operations 15.3 9.7 6.7 Interest expense 2.9 3.2 2.8 Other expense — — 10.7 Income (loss) before income taxes 12.5 6.5 (6.8) Provision for income taxes 2.3 1.3 0.9 Net income (loss) 10.1 % 5.2 % (7.7) % Net Sales The following table presents net sales by product line for the years ended December 31, 2024, 2023 and 2022: % Change from 2023 to 2024 2024 2023 As Reported Impact of Foreign Currency Constant Currency a Orthopedic surgery $ 544.0 $ 533.1 2.0 % 0.5 % 2.5 % General surgery 763.0 711.6 7.2 % 0.3 % 7.5 % Net sales $ 1,307.0 $ 1,244.7 5.0 % 0.3 % 5.3 % Single-use products $ 1,112.1 $ 1,038.5 7.1 % 0.3 % 7.4 % Capital products 194.9 206.2 -5.5 % 0.4 % -5.1 % Net sales $ 1,307.0 $ 1,244.7 5.0 % 0.3 % 5.3 % % Change from 2022 to 2023 2023 2022 As Reported Impact of Foreign Currency Constant Currency a Orthopedic surgery $ 533.1 $ 461.5 15.5 % 2.2 % 17.7 % General surgery 711.6 584.0 21.9 % 1.5 % 23.4 % Net sales $ 1,244.7 $ 1,045.5 19.1 % 1.8 % 20.9 % Single-use products $ 1,038.5 $ 874.9 18.7 % 1.8 % 20.5 % Capital products 206.2 170.6 20.9 % 1.9 % 22.8 % Net sales $ 1,244.7 $ 1,045.5 19.1 % 1.8 % 20.9 % (a) Refer to Non-GAAP Financial Measures below for further details.
  • Net sales increased 5.0% in 2024 due to growth in both the orthopedic surgery and general surgery product lines. • Orthopedic surgery sales increased 2.0% in 2024 as a result of growth in our sports medicine and BioBrace ® product offerings. • General surgery sales increased 7.2% in 2024 as a result of growth in our AirSeal ® and biliary product offerings.
  • Cost of Sales Cost of sales was $574.0 million in 2024 compared to $568.5 million in 2023.
  • Gross profit margins were 56.1% in 2024 and 54.3% in 2023.
  • The increase in gross profit margin of 1.8 percentage points in 2024 was mainly due to favorable product mix as well as during 2023 we incurred costs for the amortization of inventory step-up to fair value of $8.6 million related to the In2Bones acquisition.
  • Selling and Administrative Expense Selling and administrative expense was $478.3 million in 2024 compared to $503.0 million in 2023.
  • Selling and administrative expense as a percentage of net sales was 36.6% in 2024 and 40.4% in 2023.
  • The decrease in selling and administrative expense as a percentage of net sales in 2024 was primarily driven by: • a decrease of $38.6 million in costs related to fair value adjustments to contingent consideration ($41.0 million of income in 2024 compared to $2.4 million of income in 2023), see Note 16; • $6.8 million in costs related to the implementation of a new warehouse management system during 2023.
  • These costs mainly consisted of incremental freight, labor and professional fees; and • efficiency improvements in our distribution sites.
  • These decreases were partially offset by $5.1 million in costs incurred during 2024 for third party services pertaining to the review of potential issues with certain royalty payments to surgeons involved in design teams.
  • Salesforce and commissions, marketing, general & administrative costs and amortization expense in 2024 were in line with 2023 as a percentage of sales.
  • Research and Development Expense Research and development expense was $54.4 million in 2024 and $52.6 million in 2023.
  • As a percentage of net sales, research and development expense was 4.2% in both 2024 and 2023.
  • The increase in spending in 2024 compared to 2023 was related to the timing of projects.
  • Interest Expense Interest expense decreased to $37.3 million in 2024 compared to $39.8 million in 2023.
  • The weighted average interest rates on our borrowings were 3.15% in 2024 increasing from 3.12% in 2023.
  • The decrease in interest expense in 2024 was driven by lower weighted average borrowings outstanding during 2024.
  • Provision for Income Taxes A provision for income taxes was recorded at an effective rate of 18.8% and 20.3% in 2024 and 2023, respectively.
  • As compared to the federal statutory rate of 21.0%, the 2024 effective tax rate was lower primarily due to the change in fair value of contingent consideration that is excluded from income for tax purposes, federal tax benefits from the research credit and US tax on worldwide earnings at different rates.
  • The 2023 effective tax rate was lower primarily due to federal tax benefits from the research credit and US tax on worldwide earnings at different rates.
  • A reconciliation of the United States statutory income tax rate to our effective tax rate is included in Note 9.

and 306 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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