UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2017
CONMED CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 0-16093 | 16-0977505 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 525 French Road | ||||
| Utica, New York | 13502 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (315) 797-8375
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company: ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
On November 2, 2017, CONMED Corporation (the “Company”) issued a press release announcing financial results for the third quarter of 2017. A copy of this press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K that is furnished under “Item 2.02. Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 2, 2017, the Company announced that Luke A. Pomilio, the Company’s Executive Vice President – Finance and Chief Financial Officer, plans to retire. Pursuant to a letter agreement (the “Letter Agreement”) between the Company and Mr. Pomilio, dated November 2, 2017, Mr. Pomilio will continue to serve as the Company’s Executive Vice President – Finance and Chief Financial Officer until a successor is named and commences service, will serve as Special Advisor to the next Chief Financial Officer until March 15, 2019, and after his employment ends on March 15, 2019 will remain available for consultation through June 15, 2019.
In exchange for his agreement to continue in place as Chief Financial Officer until a successor commences employment, and to provide advisory services to the successor Chief Financial Officer, Mr. Pomilio will receive the following compensation.
For the period from November 2, 2017 through March 15, 2018:
| ● | Mr. Pomilio will continue to be paid his current salary. |
| ● | Mr. Pomilio’s 2017 bonus will be paid based on actual performance in accordance with the existing terms of the bonus plan. |
| ● | Mr. Pomilio will participate in the 2018 bonus plan with a target payout of 65% of salary, with any earned bonus to be prorated based on service through March 15, 2018, with the bonus payout based on the transition support provided to the new Chief Financial Officer, as determined in the discretion of the Compensation Committee based on the recommendation of the Chief Executive Officer. |
| ● | Mr. Pomilio will be eligible for all other benefits for which Mr. Pomilio has been eligible as Chief Financial Officer, including, without limitation, participation in the Benefits Restoration Plan, the 401(k) Plan, and health and welfare benefits. |
For his service from March 16, 2018 through March 15, 2019, Mr. Pomilio will be paid an annualized salary estimated to be $858,000, which represents 1.5 times his current annual salary, plus 1.5 times the average of his 2016 and 2017 bonus payments. During this period, Mr. Pomilio will be eligible to participate in the Company’s health, vision and dental benefit plans, and will be eligible to make contributions to the Company’s Benefits Restoration Plan and the Company Retirement Savings Plan, but will waive participation in other health and welfare plans and other benefit plans, including, without limitation, Company contributions in the Benefits Restoration Plan and the Company Retirement Savings Plan. Mr. Pomilio’s receipt of these payments and benefits, as well as the equity award treatment described in the following paragraph, are subject to his release of any claims under the Company’s Executive Management Severance Plan and Severance Plan and any other potential claims in favor of the Company.
For his service as a consultant from March 16, 2019 through June 15, 2019, Mr. Pomilio will not be paid a salary or other wages or compensation, nor will he be eligible to participate in the Company’s health, welfare or retirement plans.
Mr. Pomilio will remain subject to a non-competition restriction and non-solicitation obligations for one year following the termination of his service, as well as customary indefinite confidentiality and non-disparagement obligations. In addition, subject to Mr. Pomilio’s continued service and execution of a release as described above, equity awards previously granted to Mr. Pomilio will vest in accordance with the vesting schedules established in the original equity awards during 2018 and through June 15, 2019. Any equity awards with vesting dates scheduled to occur after June 15, 2019 will be cancelled and forfeited. In the event of Mr. Pomilio’s death, disability, or termination of employment by the Company, any payments for his service as an advisor to the Chief Financial Officer which would otherwise have been payable from March 16, 2018 through March 15, 2019 (and were not paid) shall become immediately due and payable, subject to Mr. Pomilio’s execution of a supplemental release. The Letter Agreement with Mr. Pomilio is attached as Exhibit 10.1 and is incorporated herein by reference.
-1-
The above descriptions are qualified in their entirety by reference to the terms of the Letter Agreement, attached hereto as Exhibit 10.1.
A copy of the Company’s press release relating to the matters described in this Item 5.02 is attached hereto as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONMED CORPORATION | ||||
| (Registrant) | ||||
| By: | /s/ Daniel S. Jonas | |||
| Name: | Daniel S. Jonas, Esq. | |||
| Title: | Executive Vice President – Legal Affairs & General Counsel | |||
Date: November 2, 2017
Exhibit 10.1
November 2, 2017
Luke A. Pomilio
Address on file with the Company
| Re: | Chief Financial Officer Transition |
Dear Luke:
This letter confirms our recent discussions regarding your continued employment as Chief Financial Officer of CONMED Corporation (the “Company”) and your planned retirement. On behalf of the Board of Directors of the Company (the “Board”), I want to thank you for your years of leadership and your willingness to provide continued service as Chief Financial Officer and then in the role of Special Advisor.
| • | Continued Service as Chief Financial Officer and Special Advisor: Your service as Executive Vice President – Finance and Chief Financial Officer (“CFO”) of the Company will continue until the date your successor to the position of CFO of the Company commences employment with the Company. After a successor commences employment, you will serve as a Special Advisor to the new CFO. |
| • | Compensation November 2, 2017 through March 15, 2018: During the period from November 1, 2017 through March 15, 2018, you will continue to receive your current salary and remain eligible to participate in the Company employee benefit plans and programs in which you currently participate. The execution of this letter will not affect your eligibility under the existing annual cash bonus plan for 2017, which will be paid when 2017 bonuses are generally paid to senior executives of the Company (but not later than March 15, 2018). For 2018, you will be eligible to receive an annual cash bonus based on a target amount equal to 65% of your existing annual salary based on your success in facilitating a smooth transition of the CFO position as determined within the discretion of the Compensation Committee based on the recommendation of the Chief Executive Officer. Any earned 2018 bonus will be pro-rated through March 15, 2018 and paid when 2018 bonuses are generally paid to senior executives of the Company (but not later than March 15, 2019). |
| • | Compensation March 16, 2018 through March 15, 2019: During the period from March 16, 2018 through March 15, 2019, you will be paid an annualized base salary equal to the sum of (1) $589,050 plus (2) one-point-five (1.5) multiplied by the average bonus amount you received in respect of your 2016 annual cash bonus and will receive for your 2017 annual cash bonus, paid on a monthly basis. You will remain eligible to participate in and receive benefits from the Company’s healthcare, dental and vision benefit plans and will be permitted to make contributions in the Company’s Benefits Restoration Plan and the Company’s Retirement Savings Plan (in both cases, without any Company match), and you will not be eligible to participate in or receive benefits under any other Company retirement, welfare or benefit plans. Without limiting the foregoing, the Company will not make matching or discretionary contributions to your accounts in either the Company’s Benefits Restoration Plan or the Company’s Retirement Savings Plan during this period. Your benefits under the Company Retirement Pension Plan will become payable in accordance with the plan terms. |
| • | Releases. In connection with the execution of this Letter Agreement, you agree to execute the release attached hereto as Annex A within 30 days after the date of this letter agreement. You also agree to execute a supplemental release and general waiver in a form acceptable to the Company (a “Release”) within 30 days after the Retirement Date but in no event earlier than the Retirement Date. |
| • | Retirement Date: Your service as an employee will end on March 15, 2019 (the “Retirement Date”). Following the Retirement Date, your employment with the Company will cease, although you will continue to make yourself available, as needed and upon request, for consultation through June 15, 2019. |
| • | Duties as Special Advisor. Your duties as Special Advisor will include supporting and providing guidance to the new Chief Financial Officer and his or her department and such other reasonable duties as may be assigned to you by the Chief Executive Officer. During this period, you will devote the appropriate business time and attention required to fulfill your service as Special Advisor which shall be no less than 50% of the average level of services you have provided to the Company in your capacity as Executive Vice President – Finance and CFO. |
| • | Equity Awards: Subject to your continued service as Special Advisor and compliance with the release requirements set forth above, your equity awards shall continue to vest through 2019 and remain subject to the terms of the applicable award agreements and the Company’s Amended and Restated 2015 Long-Term Incentive Plan (the “LTIP”). You acknowledge and agree that any equity awards with vesting dates scheduled to occur after 2019 will be forfeited. |
| • | Severance Entitlements: You waive any claim to receive payments or other benefits under the Company Executive Management Severance Plan or the CONMED Severance Plan. You further agree that your transition to the position of Special Advisor, the compensation and benefits changes that will occur on March 16, 2018 and any termination of employment thereafter will not entitle you to any benefits under the Company Executive Management Severance Plan or the CONMED Severance Plan. |
Upon a termination of your employment as a result of your death or disability or by the Company for any reason, the Company will, subject to your (or your estate or beneficiary’s) execution and non-revocation of a supplemental Release within 30 days following the termination date, pay you the unpaid annual base salary you would have received between March 16, 2018 and March 15, 2019 (to the extent that any portion of such annual base salary has not been paid). This amount will be paid to you in a single lump sum within 30 days of such Release becoming effective, subject to the provisions of “Section 409A” set forth below.
| • | COBRA Eligibility: Following the Retirement Date (or your earlier termination of employment with the Company), you will be entitled to continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), if applicable, for a period in accordance with the requirements under COBRA. You will be solely responsible for paying the full cost of the premiums for such COBRA coverage, and such coverage shall not be provided if during such period you are or become ineligible under the provisions of COBRA for continuing coverage. |
| • | Restrictive Covenants: In connection with your transition, you agree be bound by the covenants and provisions in Annex B, which apply during your employment with the Company and after your employment with the Company terminates for any reason. You acknowledge the potential restrictions on your future employment imposed by such covenants and provisions are reasonable in both duration and geographic scope and in all other respects. |
| • | Withholding Taxes: The Company shall withhold from all payments due to you (or your beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, the Company is required to withhold therefrom. |
| • | Governing Law and Dispute Resolution: Any dispute or controversy arising under or in connection with this letter agreement shall be settled exclusively by arbitration in New York by three arbitrators in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) then in effect, with all terms of this Agreement to be governed exclusively by New York law, without regard to its conflicts of law principles. One arbitrator shall be selected by the Company, the other by you and the third jointly by these arbitrators (or if they are unable to agree within thirty (30) days of the commencement of arbitration, the third arbitrator will be appointed by the AAA). Judgment may be entered on the arbitrators’ award in any court having jurisdiction. |
| • | Section 409A: The payments under this letter are not intended to constitute “deferred compensation” subject to Section 409A of the Internal Revenue Code (“Section 409A”). The parties agree to interpret and administer this letter in a manner intended to comply with Section 409A as applicable. If and to the extent that any payment under this letter is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A (because a payment is not a “short-term deferral” and not an involuntary severance payment under Treas. Reg. §1.409A-1(b)(9)(iii)) and that is payable to you by reason of your termination of employment, then (1) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (2) if you are a “specified employee” (within the meaning of Section 409A and as determined by the Company), such payment will not be made or provided before the date that is six months after the date of your separation from service (or your earlier death or a change in ownership or effective control within the meaning of Section 409A). To the extent applicable, each payment under this letter shall be treated as a separate payment for purposes of Section 409A. |
* * *
Thank you again for your service.
| CONMED Corporation |
| /s/ Heather L. Cohen |
|
|
| By: Heather L. Cohen Title: EVP – Human Resources |
ACCEPTED AND AGREED:
/s/ Luke A. Pomilio
Luke A. Pomilio
ANNEX A
This Agreement (the “Agreement”) is entered into by and between CONMED Corporation (the “Company”) and Luke A. Pomilio (“Employee” or “You”) in full and complete settlement of all issues concerning Employee’s employment through the Effective Date (as defined herein). As used in this Agreement, the term “Company” shall include CONMED Corporation, its affiliates, subsidiaries (including Linvatec Corporation), successors and assigns, all of its current and former officers, directors, employees, and agents (in their individual and representative capacities).
WHEREAS, Employee acknowledges that he is knowingly and voluntarily entering into this Agreement and that by signing this Agreement he is receiving payment and/or other consideration from the Company to which he was not or would not otherwise be entitled.
NOW, THEREFORE, in consideration of the above premises and of the mutual agreement and undertakings hereinafter set forth in the November 1, 2017 Letter Agreement, the Company and Employee further agree as follows:
1. Last Day of Employment. [Intentionally Omitted.]
2. Company Property. [Intentionally Omitted.]
3. Letter Agreement Benefits. In consideration for Employee’s execution of the November 1, 2017 Letter Agreement and the general releases contained herein, and without any other obligation to do so, the Company will provide Employee with the payments contemplated by the November 1, 2017 Letter Agreement, less applicable federal, state, local, and other legally required payroll deductions in accordance with the Company’s standard payroll practices (the “Letter Agreement Benefits”). Employee understands, acknowledges and agrees that if he did not execute this Agreement, he would receive less and different benefits.
4. General Release of Claims. In consideration for the Letter Agreement Benefits, Employee, on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, Employee voluntarily, knowingly and willingly waives and releases, and promises never to assert, any and all claims that Employee has or might have against the Company, and/or its predecessors, successors, past, current and future parents, subsidiaries, related entities, officers, directors, shareholders, agents, partners, employees, successors or assigns, relating to any aspect of Employee’s employment, employment compensation, resignation or termination of employment, including any and all rights or claims of unlawful retaliation, discrimination or harassment on the basis of age, race, sex, marital status, disability, national origin, religion, or any other basis under federal, state, or local law. Those claims being released and discharged include, but are not limited to:
| a. | claims arising under any other federal, state or local fair employment statute, code or ordinance, contract law; |
| b. | torts of all kinds including, but not limited to, negligence claims and fraudulent inducement to enter into this contract, misrepresentation, negligent or otherwise, fraud, defamation, slander, libel, duress, fraudulent inducement, workers’ compensation retaliation, interference with an advantageous business relationship, negligent employment, including negligent hiring, negligent retention and negligent supervision; claims of breach of contract, whether actual or implied, written or oral; promissory estoppel, quantum merit or the like, and any and all claims for attorneys’ fees, any federal, state and local statutory or common law; |
| c. | claims for personal, bodily or emotional injury and monetary loss, without limitation, relating to any workers’ compensations laws, tort, contract (express or implied), or any other common law theory; all claims for retaliation or discrimination of any type; and all claims for employment-related benefits of any type and any and all rights or claims to attorneys’ fees; |
| d. | claims of any violation of any pension or welfare plans or any other benefit plan or arrangement, including, without limitation, any claims under the Employee Retirement Income Security Act of 1974 (“ERISA”) [29 U.S.C. Sections 1001-1461], as amended, including claims for breach of fiduciary duty under ERISA; |
| e. | claims under the Fair Housing Act [42 U.S.C. Section 3604 et. seq.], as amended; Title IX of the Education Amendments of 1972 [20 U.S.C. Sections 1681 et. seq.], as amended; the Federal False Claims Act [18 U.S.C. Sections 287, et seq.], as amended (“FFCA”); the Program Fraud Civil Remedies Act [38 C.F.R. 42.1, et seq.], as amended (“PFCRA”); the Fair Credit Reporting Act, as amended (“FCRA”); the Uniformed Services Employment and Reemployment Rights Act of 1994 [38 U.S.C. Sections 4301-4333], as amended (“USERRA”); the National Labor Relations Act [29 U.S.C. Sections 151-169], as amended (“NLRA”); the Worker Adjustment and Retraining Notification Act [29 U.S.C. Sections 2101 et seq.], as amended (“WARN”); the Occupational Safety and Health Act [29 U.S.C. Sections 651-678], as amended (“OSHA”); the Fair Labor Standards Act [29 U.S.C. Sections 201-219], as amended (“FLSA”); |
| f. | claims or rights under state and federal whistleblower legislation including the Consolidated Omnibus Budget Reconciliation Act of 1985 [Pub. L. 99-509], as amended (“COBRA”); the Sarbanes-Oxley Act of 2002 15 U.S.C. § 7201, et seq.; (“S-OA”); the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”); the Family and Medical Leave Act [29 U.S.C. Sections 2601-2654], as amended (“FMLA”); the Congressional Accountability Act of 1995 [2 U.S.C. Sections 1311-1317], as amended; the Age Discrimination |
| in Employment Act [29 U.S.C. § 621 et seq.] (“ADEA”), as amended; the Americans with Disabilities Act [42 U.S.C. Sections 12101-12213], as amended (“ADA”); the ADA Amendments Act of 2008 (“ADAAA”); the Rehabilitation Act of 1973 [29 U.S.C. Section 791, et. seq.], as amended; the Employee Polygraph Protection Act of 1988 [29 U.S.C. Sections 2001, et. seq.], as amended (“PPA”); the Internal Revenue Code [Title 26, U.S.C.], as amended (“IRC”); the Equal Pay Act [29 U.S.C. Section 206(d)], as amended (“EPA”); the Lilly Ledbetter Fair Pay Act of 2009; Title VII of the Civil Rights Act of 1964 [42 U.S.C. Sections 2000e-2000e-17], as amended (“CRA”); the Civil Rights Act of 1991; Elliott-Larsen Civil Rights Act, as amended; the Revised Statutes [42 U.S.C. Sections 1981, 1983 or 1985], as amended; |
| g. | claims under the Florida Civil Human Rights Act [Fla. Stat. Ann. Sections 760.01 et seq.], as amended; The AIDS Act [Fla. Stat. Ann. Sections 760.50 et seq.]; Florida Wage Discrimination Law [Fla. Stat. Ann. Section 725.07], as amended; Florida False Claims Act [Fla. Stat. Ann. Sections 68.081 et seq.]; the Florida Minimum Wage Act; Whistleblower’s Act [Fla. Stat. Ann. Sections 112.3187 et seq.]; Wage Payment Laws [Fla. Stat. Ann. Sections 448.109 to 448.110]; worker’s compensation retaliation; |
| h. | claims under the New York Labor Law, New York State Human Rights Law [N.Y. Exec. Law §§ 296, et. seq.]; New York City Commission on Human Rights Law [NYC Code § 8-101]; New York Equal Pay Law [N.Y. Lab. Law § 194]; New York Equal Rights Law [N.Y. Civ. Rights Law § 40]; New York Off-duty Conduct Lawful Activities Discrimination Law [N.Y. Lab. Law. § 201-d]; New York Minimum Wage Act [N.Y. Lab. Law §§ 650 to 665]; New York Wage and Hour Law [N.Y. Lab. Law §§ 190, et seq.]; New York Whistleblower Statute [N.Y. Lab. Law § 740]; New York Workers’ Adjustment and Retraining Notification Acts, as amended (the New York “Warn” Laws) [N.Y. Lab. Art. 25-A, §§ 860A to 860I]; |
| i. | claims for severance payments or other benefits pursuant to the CONMED Executive Management Severance Plan and the CONMED Severance Plan; |
| j. | Employee specifically acknowledges and agrees that he is waiving on behalf of himself and his attorneys’ all claims for fees and expenses and court costs. Employee is also waiving his right to recover in his own lawsuit, as well as the right to recover in a suit brought by any other entity or person on Employee’s behalf. Employee is not waiving any rights or claims which may arise after the date Employee signs this agreement. |
| k. | Exclusions. Excluded from the general releases above (“General Release”) are any claims or rights which cannot be waived by law. This Agreement does not prohibit you from challenging the validity of this Agreement’s waiver and release of claims under the ADEA. Also excluded from the General Release is your right to file a charge with an administrative agency or participate in any agency investigation. You are, however, waiving your right to recover money in connection with such a charge or investigation. You are also waiving your right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal state or local agency provided that you do not waive, and this letter shall not be read as requiring you to waive, any right you may have to receive an award for information provided to any governmental entity. |
5. COBRA. [Not applicable at this time]
6. Breach of Agreement by Employee. In the event that Employee breaches any of his obligations under this Agreement or as otherwise imposed by law, the Company will be entitled to recover all of the benefits paid under the Letter Agreement and to obtain all other relief provided in law or equity.
7. Savings Clause. The provisions of this Agreement are severable, and if any part of it is found to be unenforceable, the other provisions nonetheless shall remain fully valid and enforceable.
8. Entire Agreement. This Agreement sets forth the entire agreement between Employee and the Company, other than the employment agreement signed by Employee at the time of hire, the Letter Agreement, and any supplemental release required thereunder and fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter of this Agreement other than the Letter Agreement. By countersigning this Agreement Employee acknowledges that in doing so he have not relied upon any representation or statement not set forth in this Agreement made by myself or any other representative of the Company, with regard to the subject matter, basis or effect of this Agreement or otherwise, other than in the Letter Agreement.
9. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without application of choice of law principles, except to the extent federal law controls. Subject to the Arbitration provisions of Paragraph 10 below, any proceeding between the parties relating to this Agreement shall be held in a court of competent jurisdiction in the State of New York, and all parties agree to be subject to the personal jurisdiction of the courts in and for that state.
10. Arbitration. Any dispute or claim that arises out of or that relates to this Agreement, or to the existence, scope, or validity of this Agreement or the Letter Agreement, or that relates to the breach of this Agreement or the Letter Agreement, or that arises out of or that is based upon the employment relationship (including any wage claim, any claim for wrongful termination, or any claim based upon any statute, regulation, or law, including those dealing with employment discrimination, sexual harassment, or civil rights, age, or disabilities), including tort claims (except a tort that is a “compensable injury” under Workers’ Compensation Law), or a dispute between you and the Company that arose/arises before, during, or after employment, shall be resolved exclusively by arbitration in New York by three arbitrators in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) then in effect. One arbitrator shall be selected by the Company, the other by you and the third jointly by these arbitrators (or if they are unable to agree within thirty (30) days of the commencement of arbitration, the third arbitrator will be appointed by the AAA). Judgment may be entered on the arbitrators’ award in any court having jurisdiction.
11. Age Discrimination Release Notification. You acknowledge that as part of this Agreement You are releasing and waiving all charges, claims, and complaints under the Age Discrimination in Employment Act (“ADEA”) and you are agreeing not to sue the Released Parties in connection with any of Your rights under the ADEA. In order for you to waive Your ADEA rights through this Agreement, pursuant to the requirements of 29 U.S.C. §626, You acknowledge and agree that:
| a. | You knowingly and voluntarily execute this Agreement and release, waive, and agree not to sue Released Parties; and |
| b. | the release, waiver and agreement not to sue includes settlement of any allegation of age discrimination arising under the ADEA; and |
| c. | the release, waiver, and agreement not to sue includes all claims under the ADEA arising up to and including the date of execution of this release, but not claims occurring thereafter; and |
| d. | You have been advised to consult with an attorney concerning Your rights and obligations under the release, waiver, and agreement not to sue and before signing this Agreement; and |
| e. | this Agreement is written in a manner that You can understand, and You have fully considered the terms and conditions of this Agreement; and |
| f. | You are not releasing or waiving any rights that You are prohibited by law, rule, or regulation from releasing or waiving; and |
| g. | You have been given a reasonable period of time following your receipt of this Agreement to consider this Agreement before executing it, and that you may accept and sign this Agreement before expiration of the twenty-one (21) day time period following your receipt of this Agreement, but you are not required to do so by the Company; and |
| h. | You understand that after signing this Agreement, you may revoke your acceptance within seven (7) days by providing written notice of revocation to the EVP of HR at 525 French Road, Utica, New York 13502. This Agreement will become effective on the eighth (8th) day following your signature (the “Effective Date”). |
TO THE EMPLOYEE: THIS IS AN IMPORTANT DOCUMENT. WHEN YOU SIGN THIS AGREEMENT, YOU ARE WAIVING CERTAIN RIGHTS THAT YOU HAVE UNDER STATE AND FEDERAL EMPLOYMENT LAWS. YOU MAY DESIRE TO CONSULT WITH A LAWYER BEFORE SIGNING THIS DOCUMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement.
| CONMED Corporation |
| /s/ Heather L. Cohen |
|
|
| By: Heather L. Cohen Title: Executive Vice President – Human Resources |
| ACCEPTED AND AGREED: |
| /s/ Luke A. Pomilio |
| Luke A. Pomilio |
Annex B
To protect the confidential information and other trade secrets of the Company, you agree that:
| • | Covenant not to Solicit. During your employment with the Company and for a period of 12 months thereafter, you will not: (i) Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Company, (ii) interfere with or damage any relationship between the Company and a Client or (iii) Solicit anyone who is then an employee of the Company to resign from the Company or to apply for or accept employment with any other business or enterprise except pursuant to a general solicitation of employment which is not directed specifically to any such employees. |
| • | Covenant not to Compete. During your employment with the Company and for a period of 12 months thereafter, you will not, directly or indirectly, alone or jointly, with any person or entity, participate in, engage in, consult with, advise, be employed by, own (wholly or partially), possess an interest in, or in any other manner be involved with, any Competitive Enterprise. Notwithstanding the foregoing, you will not be prohibited from passively owning less than 1% of the securities of any publicly-traded corporation. You agree that the covenants contained in this bullet are reasonable and desirable to protect the Confidential Information of the Company and its affiliates. |
| • | Covenant not to Disparage: During your employment with the Company and thereafter, you will not make any statement that would libel, slander or disparage the Company, any of its subsidiaries or their respective past or present officers, directors, employees or agents. Nothing herein shall prevent you from responding accurately and fully to any question, inquiry or request for information when required by legal process; provided, however, that you will provide the Company with reasonable prior written notice before responding to such a question, inquiry or request, unless such notice to the Company is prohibited under applicable law. Notwithstanding anything to the contrary in this letter or otherwise, nothing shall limit your rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, you agree to waive your right to recover monetary damages in connection with any charge, complaint or lawsuit filed by you or anyone else on your behalf (whether involving a governmental entity or not); provided that you do not waive, and this letter shall not be read as requiring you to waive, any right you may have to receive an award for information provided to any governmental entity. |
| • | Confidentiality: During your employment and thereafter, you will hold in a fiduciary capacity for the benefit of the Company all trade secrets and confidential information, knowledge or data relating to the Company and its businesses and investments, which will have been obtained by you during your employment by the Company and which is not generally available public knowledge. Except as may be required or appropriate in connection with your carrying out your duties you will not, without the prior written consent of the Company or as may otherwise be |
| required by law or any legal process, any statutory obligation or order of any court or statutory tribunal of competent jurisdiction, or as is necessary in connection with any adversarial proceeding against the Company (in which case you will use your reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of competent jurisdiction), communicate or divulge any such trade secrets, information, knowledge or data to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform duties hereunder. You are hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to your attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. |
The following terms used in this Annex B have the meanings indicated below:
| • | “Client” means any client or prospective client of the Company to whom you provided services, or for whom you transacted business, or whose identity became known to you in connection with your relationship with or employment by the Company. |
| • | “Competitive Enterprise” means (i) any business competing with the businesses of the Company or any of its subsidiaries, or (ii) any business in which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or any of its subsidiaries during the six-month period immediately preceding the date of your termination of employment. |
| • | “Solicit” means any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any action. |
It is the intent and desire of the parties that the restrictive provisions of this Annex B be enforced to the fullest extent permissible under the laws and public policies as applied in each jurisdiction in which enforcement is sought. If any particular provision of this Annex B is determined to be invalid or unenforceable, such covenant shall be amended, without any action on the part of either party, to delete the portion determined to be invalid or unenforceable (such deletion to apply only with respect to the operation of such covenant in the particular jurisdiction in which such adjudication is made). Your obligations under this Annex B shall survive the termination of your employment with the Company.
Exhibit 99.1
|
NEWS RELEASE | |
| CONTACT: CONMED Corporation Luke A. Pomilio Chief Financial Officer 315-624-3202 LukePomilio@conmed.com | ||
CONMED Corporation Announces Third Quarter 2017 Financial Results
Utica, New York, November 2, 2017 — CONMED Corporation (Nasdaq: CNMD) today announced financial results for the third quarter ended September 30, 2017.
Third Quarter 2017 Highlights
| • | Sales of $190.1 million increased 2.9% as reported and 2.4% in constant currency as compared to the third quarter of 2016. |
| • | International revenue increased 7.3% as reported and 6.2% in constant currency, driven by continued growth in General Surgery and Orthopedics. |
| • | Diluted net earnings per share (GAAP) were $0.26 in the third quarter of 2017 and 2016. |
| • | Adjusted diluted net earnings per share(1) were $0.42 versus $0.41 in the prior-year period. |
| • | The Company increases its constant currency sales growth guidance and tightens its adjusted diluted net earnings per share guidance range. |
“We are very pleased with our continued top-line progress, especially when considering the impact of one less selling day and the issues associated with two hurricanes. International performance remained strong, posting a sixth consecutive quarter of growth across both General Surgery and Orthopedics. Conversely, Domestic Orthopedics reported results are still lagging, but signs point to an improving trend, and we are encouraged by the underlying efforts to return this business to positive growth in 2018,” commented Curt R. Hartman, CONMED’s President and Chief Executive Officer.
Sales Analysis
For the quarter ended September 30, 2017, domestic sales, which represented 51.7% of total revenue, decreased 0.9%, as year-over-year growth of 4.8% in General Surgery was offset by a decline of 8.8% in Orthopedics. The Company’s third quarter domestic sales for 2017 were negatively impacted by approximately $2 million related to the recent hurricanes, largely attributable to deferred procedures. International sales, which represented 48.3% of total revenue, increased 7.3% compared to the third quarter of 2016 on a reported basis. Foreign currency exchange rates, including the effects of the FX hedging program, had a favorable impact of $0.9 million on third quarter sales. In constant currency, international sales increased 6.2% versus the prior-year period.
Page 1 of 10
Earnings Analysis
For the quarter ended September 30, 2017, reported net income totaled $7.2 million, compared to reported net income of $7.3 million a year ago. Reported diluted net earnings per share were $0.26 in the quarter and prior-year period. Reported net income for 2017 and 2016 includes business acquisition costs, restructuring costs, and legal costs. Reported net income for 2016 also includes the gain on the sale of a facility. The effect of each of these items on reported net income and reported diluted net earnings per share appears in the reconciliation of GAAP to non-GAAP measures below.
The Company excludes the after-tax costs of special items including acquisitions, restructurings, legal matters, gains on the sale of assets, debt refinancings, as well as amortization of intangible assets, net of tax, from its adjusted diluted net earnings per share. Excluding the impact of these items, adjusted net earnings(2) of $11.7 million increased 1.7% year over year, and adjusted diluted net earnings per share(1) of $0.42 increased 2.4% year over year. The increase in adjusted net earnings resulted primarily from the favorable impact of foreign exchange rates and higher sales.
2017 Outlook
Based upon year-to-date sales performance, the Company now expects 2017 constant currency sales growth in the range of 2.50% to 3.25%, an increase from the prior guidance of 2.0% to 3.0%. Based on exchange rates as of October 30, 2017, the impact to 2017 sales from foreign exchange is now anticipated to be minimal, as compared to the prior estimate of a 0.25% negative impact.
In addition, the Company now expects adjusted diluted net earnings per share in the range of $1.85 to $1.90, compared to the prior estimate of $1.85 to $1.95, based on exchange rates as of October 30, 2017. The adjusted diluted net earnings per share estimates for 2017 exclude the cost of special items including acquisition costs, restructuring costs, and legal matters, which are still estimated in the range of $16.5 million to $18.5 million, net of tax, and amortization of intangible assets, which are still estimated in the range of $12 million to $14 million, net of tax.
Supplemental Financial Disclosures
| (1) | A reconciliation of reported diluted net earnings per share to adjusted diluted net earnings per share, a non-GAAP financial measure, appears below. |
| (2) | A reconciliation of reported net income to adjusted net earnings, a non-GAAP financial measure, appears below. |
Page 2 of 10
Conference Call
The Company’s management will host a conference call today at 4:30 p.m. ET to discuss its third quarter 2017 results.
To participate in the conference call, dial 844-889-7792 (domestic) or 661-378-9936 (international) and enter the passcode 96832092.
This conference call will also be webcast and can be accessed from the “Investors” section of CONMED’s web site at www.conmed.com. The webcast replay of the call will be available at the same site approximately one hour after the end of the call.
A recording of the call will also be available from 7:30 p.m. ET on Thursday, November 2, 2017, until 6:30 p.m. ET on Thursday, November 16, 2017. To hear this recording, dial 855-859-2056 (domestic) or 404-537-3406 (international) and enter the passcode 96832092.
About CONMED Corporation
CONMED is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The Company’s products are used by surgeons and physicians in a variety of specialties, including orthopedics, general surgery, gynecology, neurosurgery and gastroenterology. CONMED has a direct selling presence in 17 countries, and international sales constitute approximately 50% of the Company’s total sales. Headquartered in Utica, New York, the Company employs approximately 3,300 people. For more information, visit www.conmed.com.
Forward-Looking Statements
This press release and today’s conference call may contain forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties, which could cause actual results, performance, or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. For example, in addition to general industry and economic conditions, factors that could cause actual results to differ materially from those in the forward-looking statements may include, but are not limited to, the risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Any and all forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct.
Page 3 of 10
Supplemental Information - Reconciliation of GAAP to Non-GAAP Financial Measures
The Company supplements the reporting of its financial information determined under accounting principles generally accepted in the United States (GAAP) with certain non-GAAP financial measures, including percentage sales growth in constant currency; adjusted gross profit; cost of sales excluding specified items; adjusted selling and administrative expenses; adjusted operating income; adjusted income tax expense; adjusted effective income tax rate; adjusted net earnings and adjusted diluted net earnings per share (EPS). The Company believes that these non-GAAP measures provide meaningful information to assist investors and shareholders in understanding its financial results and assessing its prospects for future performance. Management believes percentage sales growth in constant currency and the other adjusted measures described above are important indicators of its operations because they exclude items that may not be indicative of, or are unrelated to, its core operating results and provide a baseline for analyzing trends in the Company’s underlying business. Further, the presentation of EBITDA is a non-GAAP measurement that management considers useful for measuring aspects of the Company’s cash flow. Management uses these non-GAAP financial measures for reviewing the operating results and analyzing potential future business trends in connection with its budget process and bases certain management incentive compensation on these non-GAAP financial measures.
To measure percentage sales growth in constant currency, the Company removes the impact of changes in foreign currency exchange rates that affect the comparability and trend of sales. To measure earnings performance on a consistent and comparable basis, the Company excludes certain items that affect the comparability of operating results and the trend of earnings. These adjustments are irregular in timing, may not be indicative of past and future performance and are therefore excluded to allow investors to better understand underlying operating trends.
Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These adjusted financial measures should not be considered in isolation or as a substitute for reported sales growth, gross profit, cost of sales, selling and administrative expenses, operating income, income tax expense, effective income tax rate, net income and diluted net earnings per share, the most directly comparable GAAP financial measures. These non-GAAP financial measures are an additional way of viewing aspects of the Company’s operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures below, provide a more complete understanding of the business. The Company strongly encourages investors and shareholders to review its financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.
Page 4 of 10
Consolidated Condensed Statements of Income
(in thousands, except per share amounts, unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Net sales |
$ | 190,117 | $ | 184,792 | $ | 573,837 | $ | 559,426 | ||||||||
| Cost of sales |
87,570 | 83,583 | 266,753 | 258,055 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
102,547 | 101,209 | 307,084 | 301,371 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| % of sales |
53.9 | % | 54.8 | % | 53.5 | % | 53.9 | % | ||||||||
| Selling and administrative expense |
80,807 | 79,009 | 259,396 | 251,681 | ||||||||||||
| Research & development expense |
8,270 | 8,353 | 23,929 | 24,620 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
13,470 | 13,847 | 23,759 | 25,070 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| % of sales |
7.1 | % | 7.5 | % | 4.1 | % | 4.5 | % | ||||||||
| Other expense |
— | — | — | 2,942 | ||||||||||||
| Interest expense |
4,806 | 3,861 | 13,323 | 11,448 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
8,664 | 9,986 | 10,436 | 10,680 | ||||||||||||
| Provision for income taxes |
1,467 | 2,649 | 1,645 | 2,724 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 7,197 | $ | 7,337 | $ | 8,791 | $ | 7,956 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic EPS |
$ | 0.26 | $ | 0.26 | $ | 0.31 | $ | 0.29 | ||||||||
| Diluted EPS |
0.26 | 0.26 | 0.31 | 0.28 | ||||||||||||
| Basic shares |
27,924 | 27,818 | 27,915 | 27,785 | ||||||||||||
| Diluted shares |
28,183 | 27,951 | 28,124 | 27,946 | ||||||||||||
Consolidated Condensed Balance Sheets
(in thousands, unaudited)
| September | December | |||||||
| 2017 | 2016 | |||||||
| Assets: |
||||||||
| Cash and cash equivalents |
$ | 44,034 | $ | 27,428 | ||||
| Accounts receivable, net |
146,736 | 148,244 | ||||||
| Inventories |
149,537 | 135,869 | ||||||
| Other current assets |
16,377 | 18,971 | ||||||
|
|
|
|
|
|||||
| Total Current Assets |
356,684 | 330,512 | ||||||
| Property, plant and equipment, net |
117,041 | 122,029 | ||||||
| Goodwill |
401,792 | 397,664 | ||||||
| Other intangible assets, net |
418,957 | 419,549 | ||||||
| Other assets |
66,713 | 59,229 | ||||||
|
|
|
|
|
|||||
| Total Assets |
$ | 1,361,187 | $ | 1,328,983 | ||||
|
|
|
|
|
|||||
| Liabilities and Shareholders’ Equity: |
||||||||
| Current liabilities |
$ | 139,323 | $ | 113,952 | ||||
| Long-term debt, excluding current maturities |
494,789 | 488,288 | ||||||
| Other liabilities |
137,409 | 146,167 | ||||||
| Shareholders’ equity |
589,666 | 580,576 | ||||||
|
|
|
|
|
|||||
| Total Liabilities and Shareholders’ Equity |
$ | 1,361,187 | $ | 1,328,983 | ||||
|
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|||||
Page 5 of 10
Consolidated Condensed Statements of Cash Flows
Nine Months Ended September 30, 2017 and 2016
(in thousands, unaudited)
| 2017 | 2016 | |||||||
| Operating Activities |
||||||||
| Net income |
$ | 8,791 | $ | 7,956 | ||||
| Depreciation and amortization |
43,062 | 41,210 | ||||||
| Stock-based compensation |
6,340 | 6,505 | ||||||
| Deferred income taxes |
(5,129 | ) | (3,977 | ) | ||||
| Changes in operating assets and liabilities and other, net |
(8,310 | ) | (25,506 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
44,754 | 26,188 | ||||||
|
|
|
|
|
|||||
| Investing Activities |
||||||||
| Payments related to business and asset acquisitions, net of cash acquired |
(15,194 | ) | (256,450 | ) | ||||
| Proceeds from sale of a facility |
— | 5,178 | ||||||
| Purchases of property, plant and equipment |
(9,232 | ) | (10,436 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(24,426 | ) | (261,708 | ) | ||||
|
|
|
|
|
|||||
| Financing Activities |
||||||||
| Payments on term loan |
(6,563 | ) | (6,564 | ) | ||||
| Proceeds from term loan |
— | 175,000 | ||||||
| Payments on revolving line of credit |
(98,000 | ) | (130,346 | ) | ||||
| Proceeds from revolving line of credit |
115,000 | 192,000 | ||||||
| Payments related to debt issuance costs |
— | (5,556 | ) | |||||
| Payment related to distribution agreement |
— | (16,667 | ) | |||||
| Dividends paid on common stock |
(16,722 | ) | (16,649 | ) | ||||
| Other, net |
(887 | ) | (1,349 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by (used in) financing activities |
(7,172 | ) | 189,869 | |||||
| Effect of exchange rate changes on cash and cash equivalents |
3,450 | 95 | ||||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash and cash equivalents |
16,606 | (45,556 | ) | |||||
| Cash and cash equivalents at beginning of period |
27,428 | 72,504 | ||||||
|
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|
|||||
| Cash and cash equivalents at end of period |
$ | 44,034 | $ | 26,948 | ||||
|
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Page 6 of 10
Sales Summary
(in millions, unaudited)
| Three Months Ended September 30, | ||||||||||||||||||||||||||||
| % Change | ||||||||||||||||||||||||||||
| Domestic | International | |||||||||||||||||||||||||||
| 2017 | 2016 | As Reported |
Constant Currency |
As Reported |
As Reported |
Constant Currency |
||||||||||||||||||||||
| Orthopedic Surgery |
$ | 98.6 | $ | 99.4 | -0.8 | % | -1.6 | % | -8.8 | % | 5.0 | % | 3.6 | % | ||||||||||||||
| General Surgery |
91.5 | 85.4 | 7.1 | % | 7.0 | % | 4.8 | % | 11.9 | % | 11.6 | % | ||||||||||||||||
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|
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|
|||||||||||||||
| $ | 190.1 | $ | 184.8 | 2.9 | % | 2.4 | % | -0.9 | % | 7.3 | % | 6.2 | % | |||||||||||||||
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|||||||||||||||
| Single-use Products |
$ | 153.2 | $ | 146.7 | 4.5 | % | 4.0 | % | 0.3 | % | 9.4 | % | 8.3 | % | ||||||||||||||
| Capital Products |
36.9 | 38.1 | -3.3 | % | -3.8 | % | -5.7 | % | -0.6 | % | -1.6 | % | ||||||||||||||||
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|||||||||||||||
| $ | 190.1 | $ | 184.8 | 2.9 | % | 2.4 | % | -0.9 | % | 7.3 | % | 6.2 | % | |||||||||||||||
|
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|
|||||||||||||||
| Domestic |
$ | 98.3 | $ | 99.2 | -0.9 | % | -0.9 | % | ||||||||||||||||||||
| International |
91.8 | 85.6 | 7.3 | % | 6.2 | % | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| $ | 190.1 | $ | 184.8 | 2.9 | % | 2.4 | % | |||||||||||||||||||||
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|
|||||||||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| % Change | ||||||||||||||||||||||||||||
| Domestic | International | |||||||||||||||||||||||||||
| 2017 | 2016 | As Reported |
Constant Currency |
As Reported |
As Reported |
Constant Currency |
||||||||||||||||||||||
| Orthopedic Surgery |
$ | 307.9 | $ | 310.5 | -0.8 | % | -0.4 | % | -4.6 | % | 1.8 | % | 2.5 | % | ||||||||||||||
| General Surgery |
265.9 | 248.9 | 6.8 | % | 7.3 | % | 5.8 | % | 9.0 | % | 10.4 | % | ||||||||||||||||
|
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|
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|
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|
|||||||||||||||
| $ | 573.8 | $ | 559.4 | 2.6 | % | 3.0 | % | 1.3 | % | 4.0 | % | 4.9 | % | |||||||||||||||
|
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|
|||||||||||||||
| Single-use Products |
$ | 462.4 | $ | 445.8 | 3.7 | % | 4.2 | % | 2.1 | % | 5.6 | % | 6.6 | % | ||||||||||||||
| Capital Products |
111.4 | 113.6 | -2.0 | % | -1.6 | % | -2.1 | % | -1.9 | % | -1.1 | % | ||||||||||||||||
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|||||||||||||||
| $ | 573.8 | $ | 559.4 | 2.6 | % | 3.0 | % | 1.3 | % | 4.0 | % | 4.9 | % | |||||||||||||||
|
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|
|||||||||||||||
| Domestic |
$ | 297.7 | $ | 294.0 | 1.3 | % | 1.3 | % | ||||||||||||||||||||
| International |
276.1 | 265.4 | 4.0 | % | 4.9 | % | ||||||||||||||||||||||
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|
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|
|||||||||||||||||||||
| $ | 573.8 | $ | 559.4 | 2.6 | % | 3.0 | % | |||||||||||||||||||||
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Page 7 of 10
Reconciliation of Reported Net Income to Adjusted Net Earnings
(in thousands, except per share amounts, unaudited)
| Three Months Ended September 30, 2017 | ||||||||||||||||||||||||||||
| Gross Profit |
Selling & Administrative Expense |
Operating Income |
Tax Expense |
Effective Tax Rate |
Net Income |
Diluted EPS |
||||||||||||||||||||||
| As reported |
$ | 102,547 | $ | 80,807 | $ | 13,470 | $ | 1,467 | 16.9 | % | $ | 7,197 | $ | 0.26 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|||||||||||||||
| % of sales |
53.9 | % | 42.5 | % | 7.1 | % | ||||||||||||||||||||||
| Restructuring costs (1) |
1,306 | — | 1,306 | 467 | 839 | 0.03 | ||||||||||||||||||||||
| Business acquisition costs (2) |
— | (128 | ) | 128 | 48 | 80 | 0.00 | |||||||||||||||||||||
| Legal matters (3) |
— | (327 | ) | 327 | 115 | 212 | 0.01 | |||||||||||||||||||||
|
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|
|
|
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|
|
|
|
|
|
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|
|
|||||||||||||||
| $ | 103,853 | $ | 80,352 | $ | 15,231 | $ | 2,097 | 20.1 | % | $ | 8,328 | $ | 0.30 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| % of sales |
54.6 | % | 42.3 | % | 8.0 | % | ||||||||||||||||||||||
| Amortization of intangible assets |
$ | 1,500 | $ | (3,761 | ) | $ | 5,261 | $ | 1,854 | 3,407 | 0.12 | |||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Adjusted net earnings |
$ | 11,735 | $ | 0.42 | ||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Three Months Ended September 30, 2016 | ||||||||||||||||||||||||||||
| Gross Profit |
Selling & Administrative Expense |
Operating Income |
Tax Expense |
Effective Tax Rate |
Net Income |
Diluted EPS |
||||||||||||||||||||||
| As reported |
$ | 101,209 | $ | 79,009 | $ | 13,847 | $ | 2,649 | 26.5 | % | $ | 7,337 | $ | 0.26 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| % of sales |
54.8 | % | 42.8 | % | 7.5 | % | ||||||||||||||||||||||
| Restructuring costs (1) |
— | (361 | ) | 361 | 172 | 189 | 0.01 | |||||||||||||||||||||
| Business acquisition costs (2) |
— | (2,695 | ) | 2,695 | 1,207 | 1,488 | 0.05 | |||||||||||||||||||||
| Legal matters (3) |
— | (619 | ) | 619 | 279 | 340 | 0.01 | |||||||||||||||||||||
| Gain on sale of facility (4) |
— | 1,890 | (1,890 | ) | (853 | ) | (1,037 | ) | (0.04 | ) | ||||||||||||||||||
|
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| $ | 101,209 | $ | 77,224 | $ | 15,632 | $ | 3,454 | 29.3 | % | $ | 8,317 | $ | 0.29 | |||||||||||||||
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| % of sales |
54.8 | % | 41.8 | % | 8.5 | % | ||||||||||||||||||||||
| Amortization of intangible assets |
$ | 1,500 | $ | (3,498 | ) | $ | 4,998 | $ | 1,777 | 3,221 | 0.12 | |||||||||||||||||
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| Adjusted net earnings |
$ | 11,538 | $ | 0.41 | ||||||||||||||||||||||||
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Page 8 of 10
Reconciliation of Reported Net Income to Adjusted Net Earnings
(in thousands, except per share amounts, unaudited)
| Nine Months Ended September 30, 2017 | ||||||||||||||||||||||||||||||||
| Gross Profit |
Selling & Administrative Expense |
Operating Income |
Other Expense |
Tax Expense |
Effective Tax Rate |
Net Income |
Diluted EPS |
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| As reported |
$ | 307,084 | $ | 259,396 | $ | 23,759 | $ | — | $ | 1,645 | 15.8 | % | $ | 8,791 | $ | 0.31 | ||||||||||||||||
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| % of sales |
53.5 | % | 45.2 | % | 4.1 | % | ||||||||||||||||||||||||||
| Restructuring costs (1) |
2,778 | (1,347 | ) | 4,125 | — | 1,377 | 2,748 | 0.10 | ||||||||||||||||||||||||
| Business acquisition costs (2) |
— | (1,020 | ) | 1,020 | — | 370 | 650 | 0.02 | ||||||||||||||||||||||||
| Legal matters (3) |
— | (17,041 | ) | 17,041 | — | 5,537 | 11,504 | 0.41 | ||||||||||||||||||||||||
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| $ | 309,862 | $ | 239,988 | $ | 45,945 | $ | — | $ | 8,929 | 27.4 | % | $ | 23,693 | $ | 0.84 | |||||||||||||||||
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| % of sales |
54.0 | % | 41.8 | % | 8.0 | % | ||||||||||||||||||||||||||
| Amortization of intangible assets |
$ | 4,500 | $ | (11,096 | ) | $ | 15,596 | $ | — | $ | 5,515 | 10,081 | 0.36 | |||||||||||||||||||
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| Adjusted net earnings |
$ | 33,774 | $ | 1.20 | ||||||||||||||||||||||||||||
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| Nine Months Ended September 30, 2016 | ||||||||||||||||||||||||||||||||
| Gross Profit |
Selling & Administrative Expense |
Operating Income |
Other Expense |
Tax Expense |
Effective Tax Rate |
Net Income |
Diluted EPS |
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| As reported |
$ | 301,371 | $ | 251,681 | $ | 25,070 | $ | 2,942 | $ | 2,724 | 25.5 | % | $ | 7,956 | $ | 0.28 | ||||||||||||||||
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| % of sales |
53.9 | % | 45.0 | % | 4.5 | % | ||||||||||||||||||||||||||
| Restructuring costs (1) |
5,537 | (4,105 | ) | 9,642 | — | 3,215 | 6,427 | 0.23 | ||||||||||||||||||||||||
| Business acquisition costs (2) |
— | (14,547 | ) | 14,547 | — | 5,734 | 8,813 | 0.32 | ||||||||||||||||||||||||
| Legal matters (3) |
— | (2,808 | ) | 2,808 | — | 301 | 2,507 | 0.09 | ||||||||||||||||||||||||
| Gain on sale of facility (4) |
— | 1,890 | (1,890 | ) | — | (853 | ) | (1,037 | ) | (0.04 | ) | |||||||||||||||||||||
| Debt refinancing costs (5) |
— | — | — | (2,942 | ) | 930 | 2,012 | 0.07 | ||||||||||||||||||||||||
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| $ | 306,908 | $ | 232,111 | $ | 50,177 | $ | — | $ | 12,051 | 31.1 | % | $ | 26,678 | $ | 0.95 | |||||||||||||||||
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| % of sales |
54.9 | % | 41.5 | % | 9.0 | % | ||||||||||||||||||||||||||
| Amortization of intangible assets |
$ | 4,500 | $ | (10,489 | ) | $ | 14,989 | $ | — | $ | 5,341 | 9,648 | 0.35 | |||||||||||||||||||
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| Adjusted net earnings |
$ | 36,326 | $ | 1.30 | ||||||||||||||||||||||||||||
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| (1) | In 2017 and 2016, the Company restructured certain operating, sales, marketing and administrative functions and incurred severance, product discontinuation, and other related costs. |
| (2) | In 2017 and 2016, the Company incurred investment banking fees, consulting fees, legal fees, and integration related costs associated with the acquisition of SurgiQuest, Inc. |
| (3) | In 2017, the Company incurred litigation fees as a result of the unfavorable verdict in the Lexion vs. SurgiQuest, Inc. case. In 2017 and 2016, the Company incurred legal fees associated with the Lexion vs. SurgiQuest, Inc. case and other legal matters. |
| (4) | In 2016, the Company recorded a gain on the sale of its facility in Centennial, Colorado. |
| (5) | In 2016, in conjunction with the acquisition of SurgiQuest, Inc., the Company refinanced its existing credit facility and incurred one-time fees associated with an agreement between the Company and JP Morgan Chase Bank, N.A., as well as costs associated with the early extinguishment of debt. |
Page 9 of 10
Reconciliation of Reported Net Income to EBITDA & Adjusted EBITDA
(in thousands, unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Net income |
$ | 7,197 | $ | 7,337 | $ | 8,791 | $ | 7,956 | ||||||||
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| Provision for income taxes |
1,467 | 2,649 | 1,645 | 2,724 | ||||||||||||
| Interest expense |
4,806 | 3,861 | 13,323 | 11,448 | ||||||||||||
| Depreciation |
5,234 | 5,301 | 14,993 | 15,242 | ||||||||||||
| Amortization |
9,367 | 8,357 | 27,288 | 25,187 | ||||||||||||
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| EBITDA |
$ | 28,071 | $ | 27,505 | $ | 66,040 | $ | 62,557 | ||||||||
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| Stock based compensation |
2,119 | 1,921 | 6,340 | 5,784 | ||||||||||||
| Restructuring costs |
1,306 | 361 | 4,125 | 9,642 | ||||||||||||
| Business acquisition costs |
128 | 2,695 | 1,020 | 14,547 | ||||||||||||
| Legal matters |
327 | 619 | 17,041 | 2,808 | ||||||||||||
| Gain on sale of facility |
— | (1,890 | ) | — | (1,890 | ) | ||||||||||
| Debt refinancing costs |
— | — | — | 2,942 | ||||||||||||
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| Adjusted EBITDA |
$ | 31,951 | $ | 31,211 | $ | 94,566 | $ | 96,390 | ||||||||
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| EBITDA Margin |
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| EBITDA |
14.8 | % | 14.9 | % | 11.5 | % | 11.2 | % | ||||||||
| Adjusted EBITDA |
16.8 | % | 16.9 | % | 16.5 | % | 17.2 | % | ||||||||
Page 10 of 10
Exhibit 99.2
|
NEWS RELEASE | |
| CONTACT: CONMED Corporation Luke A. Pomilio Chief Financial Officer 315-624-3202 | ||
CONMED Corporation Announces Retirement of Chief Financial Officer
Utica, New York, November 2, 2017 – CONMED Corporation (NASDAQ: CNMD) today announced that Luke A. Pomilio, Executive Vice President, Finance and Chief Financial Officer, has decided to retire after over two decades of service with the Company.
The Company has initiated a search for a new CFO. In order to ensure an orderly transition, Mr. Pomilio is committed to remaining in his current role until a successor is found.
Curt R. Hartman, CONMED’s President and Chief Executive Officer, said, “On behalf of the Board and the entire CONMED team, I would like to thank Luke for his invaluable contributions to the improvement of the Company’s commercial execution, to the development of our financial organization, and to CONMED as a whole. We appreciate his commitment to our Company and its shareholders during his distinguished career here, and we wish him the very best as he transitions into retirement.”
Luke A. Pomilio, Executive Vice President, Finance and Chief Financial Officer, commented, “I have been honored to be a part of the CONMED team for the last two decades and to lead its finance team for the past several years. I am proud of the progress we have made in strengthening the Company’s profile, and I am confident that CONMED is well positioned for growth and success.”
Mr. Pomilio was appointed CONMED’s Chief Financial Officer on April 1, 2015. He joined the Company as Controller in September 1995 and, subsequently, assumed additional responsibilities for certain corporate functions including worldwide operations and select administrative functions. In May 2009, he was promoted to Vice President, Controller and Corporate General Manager. Prior to joining CONMED, Mr. Pomilio was employed as a manager with Price Waterhouse LLP.
About CONMED Corporation
CONMED is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The Company’s products are used by surgeons and physicians in a variety of specialties, including orthopedics, general surgery, gynecology, neurosurgery and gastroenterology. CONMED has a direct selling presence in 17 countries, and international sales constitute approximately 50% of the Company’s total sales. Headquartered in Utica, New York, the Company employs approximately 3,300 people. For more information, visit www.conmed.com.
Forward-Looking Statements
This press release may contain forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties, which could cause actual results, performance, or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. For example, in addition to general industry and economic conditions, factors that could cause actual results to differ materially from those in the forward-looking statements may include, but are not limited to, the risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. Any and all forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company’s performance on a going-forward basis. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct.