SEC Filing | CONMED

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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): January 29, 2020

CONMED CORPORATION

(Exact name of registrant as specified in its charter)

New York	0-16093	16-0977505
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

525 French Road

Utica, New York 13502

(Address of principal executive offices, including zip code)

(315) 797-8375

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (See General Instruction A.2 below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CNMD	NASDAQ

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 January 29, 2020, CONMED Corporation issued a press release announcing financial results for the fourth quarter ended December 31, 2019. 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 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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(d) On January 29, 2020, CONMED Corporation. (the “Company”), acting pursuant to authorization from its Board of Directors (the “Board”), provided written notice to the NASDAQ Global Select Market (“NASDAQ”) that the Company intends to transfer the principal listing of the Company’s common shares, par value $0.01 per share (“Common Shares”), from NASDAQ to the New York Stock Exchange (“NYSE”), where it has been authorized for listing. The notice stated that the Company expects to voluntarily withdraw the listing and trading of the Common Shares from NASDAQ effective as of the close of trading on February 7, 2020 and to commence trading on the NYSE the following business day, February 10, 2020. The Common Shares will continue to trade on the NYSE under the current ticker symbol “CNMD.”

A copy of the press release issued by the Company on January 29, 2020 in connection with the transfer of its listing is attached hereto as Exhibit 99.2.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

The following exhibits are included herewith:

	Exhibit No.	Description of Exhibit

	99.1	Press Release dated January 29, 2020, issued by CONMED Corporation.

	99.2	Press Release dated January 29, 2020, issued by CONMED Corporation.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature

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.

Date: January 29, 2020		CONMED CORPORATION
		(Registrant)


	By:	/s/ Todd W. Garner
	Name:	Todd W. Garner
	Title:	Executive Vice President-
		Chief Financial Officer

	NEWS RELEASE

	CONTACT:
	*Conmed Corporation*
	Todd W. Garner
	Chief Financial Officer
	315-624-3317
	ToddGarner@conmed.com

CONMED Corporation Announces Fourth Quarter and Full-Year 2019
Financial Results

Utica, New York, January 29, 2020 --- CONMED Corporation (Nasdaq: CNMD) today announced financial results for the fourth quarter and full year ended December 31, 2019.

Fourth Quarter 2019 Highlights

Sales of $264.9 million increased 9.2% year over year as reported and 9.3% in constant currency. Acquisitions contributed approximately 670 basis points of growth.

Domestic revenue increased 13.8% year over year.

International revenue increased 4.4% as reported and 4.5% in constant currency.

Operating margin decreased 20 basis points on a GAAP basis and increased 110 basis points on an adjusted basis⁽¹⁾, compared to the fourth quarter of 2018.

Diluted net earnings per share (GAAP) were $0.49, compared to diluted net earnings per share of $0.54 in the fourth quarter of 2018, a decrease of 9.3%.

Adjusted diluted net earnings per share⁽²⁾ were $0.90 versus $0.73 in the fourth quarter of 2018, an increase of 23.3%.

Full-Year 2019 Highlights

Sales of $955.1 million increased 11.1% as reported and 11.7% in constant currency compared to 2018. Acquisitions contributed approximately 580 basis points of growth.

Domestic revenue increased 15.2% year over year.

International revenue increased 6.7% as reported and 7.9% in constant currency.

Operating margin remained flat on a GAAP basis and increased 160 basis points on an adjusted basis⁽¹⁾, compared to 2018.

Diluted net earnings per share (GAAP) were $0.97, compared to $1.41 in 2018, a decrease of 31.2%.

Adjusted diluted net earnings per share⁽²⁾ were $2.64 versus $2.18 in 2018, an increase of 21.1%.

“2019 was an exciting year for CONMED,” commented Curt R. Hartman, CONMED’s President and Chief Executive Officer. “We introduced a broad range of innovative new products and completed the successful integration of the Buffalo Filter acquisition. We exited the year by increasing our investment in our sales organization during the fourth quarter as planned, further strengthening our foundation for sustainable near- and long-term revenue and profitability growth. I am proud of what the team accomplished in 2019, and I look forward to building on this momentum in 2020.”

Page 1 of 9

2020 Outlook

The Company expects 2020 organic constant currency sales growth between 7.0% and 7.5%. Based on recent exchange rates, the negative impact to 2020 sales from foreign exchange is expected to be between 120 and 150 basis points.

The Company also forecasts full-year 2020 adjusted diluted net earnings per share in the range of $3.08 to $3.13. This represents growth over 2019 of approximately 17% to 19%. The adjusted diluted net earnings per share estimates for 2020 exclude amortization of intangible assets, amortization of deferred financing fees and debt discount, which are estimated in the range of $35 to $37 million, net of tax. Also excluded are the costs of special items, including acquisition costs and manufacturing consolidation costs, which are estimated in the range of $6 to $8 million, net of tax. Adjusted dilutive weighted average shares outstanding exclude dilution that is expected to be offset by our convertible note hedge transactions.

Supplemental Financial Disclosures

⁽¹⁾ A reconciliation of reported operating margin to adjusted operating margin, a non-GAAP financial measure, appears below.

⁽²⁾A reconciliation of reported diluted net earnings per share to adjusted diluted net earnings per share, a non-GAAP financial measure, appears below.

Conference Call

The Company’s management will host a conference call today at 4:30 p.m. ET to discuss its fourth quarter 2019 results.

To participate in the conference call, dial 1-844-889-7792 (domestic) or +1-661-378-9936 (international) and refer to the passcode 2289828.

This conference call will also be webcast and can be accessed from the “Investors” section of CONMED's website 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 Wednesday, January 29, 2020, until 6:30 p.m. ET on Wednesday, February 12, 2020. To hear this recording, dial 1-855-859-2056 (domestic) or +1-404-537-3406 (international) and enter the passcode 2289828.

Page 2 of 9

Consolidated Condensed Statements of Income

(in thousands, except per share amounts, unaudited)

	Three Months Ended				Year Ended
	December 31,				December 31,
	2019		2018		2019		2018

Net sales	$	264,865	$	242,444	$	955,097	$	859,634
Cost of sales		122,890		109,789		430,382		390,524
Gross profit		141,975		132,655		524,715		469,110
% of sales		53.6%		54.7%		54.9%		54.6%
Selling & administrative expense		102,002		96,462		400,141		355,617
Research & development expense		12,094		10,371		45,460		42,188
Income from operations		27,879		25,822		79,114		71,305
% of sales		10.5%		10.7%		8.3%		8.3%
Interest expense		10,319		5,529		42,701		20,652
Other expense		321		—		5,188		—
Income before income taxes		17,239		20,293		31,225		50,653
Provision for income taxes		2,306		4,640		2,605		9,799
Net income	$	14,933	$	15,653	$	28,620	$	40,854

Basic EPS	$	0.53	$	0.56	$	1.01	$	1.45
Diluted EPS		0.49		0.54		0.97		1.41

Basic shares		28,403		28,131		28,325		28,118
Diluted shares		30,504		28,901		29,495		28,890

Page 3 of 9

Sales Summary

(in millions, unaudited)

	Three Months Ended December 31,
					% Change
											Domestic		International
	2019		2018		As Reported		Impact of Foreign Currency		Constant Currency		As Reported		As Reported		Impact of Foreign Currency		Constant Currency
Orthopedic Surgery	$	123.8	$	124.8		-0.8%		0.2%		-0.6%		-0.8%		-0.8%		0.4%		-0.4%
General Surgery		141.1		117.6		19.9%		-0.1%		19.8%		23.1%		14.0%		-0.4%		13.6%
	$	264.9	$	242.4		9.2%		0.1%		9.3%		13.8%		4.4%		0.1%		4.5%

Single-use Products	$	209.3	$	188.1		11.2%		0.1%		11.3%		17.5%		4.3%		0.1%		4.4%
Capital Products		55.6		54.3		2.3%		0.1%		2.4%		-0.2%		4.7%		0.1%		4.8%
	$	264.9	$	242.4		9.2%		0.1%		9.3%		13.8%		4.4%		0.1%		4.5%

Domestic	$	142.5	$	125.2		13.8%		0.0%		13.8%
International		122.4		117.2		4.4%		0.1%		4.5%
	$	264.9	$	242.4		9.2%		0.1%		9.3%

	Year Ended December 31,
					% Change
											Domestic		International
	2019		2018		As Reported		Impact of Foreign Currency		Constant Currency		As Reported		As Reported		Impact of Foreign Currency		Constant Currency
Orthopedic Surgery	$	463.3	$	446.7		3.7%		0.8%		4.5%		4.0%		3.5%		1.4%		4.9%
General Surgery		491.8		412.9		19.1%		0.3%		19.4%		22.1%		13.0%		0.9%		13.9%
	$	955.1	$	859.6		11.1%		0.6%		11.7%		15.2%		6.7%		1.2%		7.9%

Single-use Products	$	756.3	$	681.1		11.0%		0.6%		11.6%		16.6%		4.8%		1.1%		5.9%
Capital Products		198.8		178.5		11.3%		0.7%		12.0%		9.3%		13.3%		1.3%		14.6%
	$	955.1	$	859.6		11.1%		0.6%		11.7%		15.2%		6.7%		1.2%		7.9%

Domestic	$	516.7	$	448.6		15.2%		0.0%		15.2%
International		438.4		411.0		6.7%		1.2%		7.9%
	$	955.1	$	859.6		11.1%		0.6%		11.7%

Page 4 of 9

Reconciliation of Reported Net Income to Adjusted Net Income

(in thousands, except per share amounts, unaudited)

	Three Months Ended December 31, 2019
	Gross Profit		Selling & Administrative Expense			Research & Development Expense		Operating Income		Interest Expense			Other Expense		Tax Expense		Effective Tax Rate		Net Income		Diluted EPS
As reported	$	141,975	$	102,002		$	12,094	$	27,879	$	10,319		$	321	$	2,306		13.4%	$	14,933	$	0.49
% of sales		53.6%		38.5%			4.6%		10.5%
Business acquisition costs⁽¹⁾		—		(1,870	)		—		1,870		—			—		137				1,733		0.06
Manufacturing consolidation costs⁽²⁾		1,430		—			—		1,430		—			—		105				1,325		0.05
	$	143,405	$	100,132		$	12,094	$	31,179	$	10,319		$	321	$	2,548			$	17,991	$	0.60
Adjusted gross profit %		54.1%
Amortization⁽³⁾	$	1,500		(6,639	)		—		8,139		(3,183	)		—		2,535				8,787		0.30
Adjusted net income			$	93,493		$	12,094	$	39,318	$	7,136		$	321	$	5,083		15.9%	$	26,778	$	0.90
% of sales				35.3%			4.6%		14.8%

Diluted shares, as reported																						30,504
In-the-money portion of convertible notes⁽⁴⁾																						(643	)
Diluted shares, as adjusted																						29,861

	Three Months Ended December 31, 2018
	Gross Profit		Selling & Administrative Expense			Research & Development Expense		Operating Income		Interest Expense		Other Expense		Tax Expense/ (Benefit)			Effective Tax Rate		Net Income		Diluted EPS
As reported	$	132,655	$	96,462		$	10,371	$	25,822	$	5,529	$	—	$	4,640			22.9%	$	15,653	$	0.54
% of sales		54.7%		39.8%			4.3%		10.7%
Business acquisition costs⁽¹⁾		—		(1,299	)		—		1,299		—		—		896					403		0.02
Tax reform⁽⁵⁾		—		—			—		—		—		—		(363	)				363		0.01
	$	132,655	$	95,163		$	10,371	$	27,121	$	5,529	$	—	$	5,173				$	16,419	$	0.57
Adjusted gross profit %		54.7%
Amortization⁽³⁾	$	1,500		(4,497	)		—		5,997		—		—		1,255					4,742		0.16
Adjusted net income			$	90,666		$	10,371	$	33,118	$	5,529	$	—	$	6,428			23.3%	$	21,161	$	0.73
% of sales				37.4%			4.3%		13.7%

(1) In 2019 and 2018, the Company incurred consulting fees, legal fees and other costs and in 2019 also included severance and integration related costs associated with the acquisition of Buffalo Filter, LLC.

(2) In 2019, the Company incurred severance and other costs related to the consolidation of certain manufacturing operations.

(3) Includes amortization of intangible assets, deferred financing fees and debt discount.

(4) In Q4 2019, our average share price exceeded the conversion price of our 2.625% convertible notes due in 2024 (the "Notes"). Non-GAAP adjusted dilutive weighted average shares outstanding exclude dilution that is expected to be offset by our convertible note hedge transactions.

(5) In 2018, the Company recorded tax expense resulting from the 2017 Tax Cuts and Jobs Act. The 2018 amounts are adjustments to the initial December 2017 deferred tax balances.

Page 5 of 9

Reconciliation of Reported Net Income to Adjusted Net Income

(in thousands, except per share amounts, unaudited)

	Year Ended December 31, 2019
	Gross Profit		Selling & Administrative Expense			Research & Development Expense		Operating Income		Interest Expense			Other Expense			Tax Expense		Effective Tax Rate		Net Income		Diluted EPS
As reported	$	524,715	$	400,141		$	45,460	$	79,114	$	42,701		$	5,188		$	2,605		8.3%	$	28,620	$	0.97
% of sales		54.9%		41.9%			4.8%		8.3%
Business acquisition costs⁽¹⁾		1,335		(13,066	)		—		14,401		—			—			3,609				10,792		0.37
Manufacturing consolidation costs⁽²⁾		2,858		—			—		2,858		—						354				2,504		0.08
Debt refinancing costs⁽³⁾		—		—					—		—			(3,904	)		1,149				2,755		0.09
	$	528,908	$	387,075		$	45,460	$	96,373	$	42,701		$	1,284		$	7,717			$	44,671	$	1.51
Adjusted gross profit %		55.4%
Amortization⁽⁴⁾	$	6,000		(26,075	)		—		32,075		(11,756	)		—			10,590				33,241		1.13
Adjusted net income			$	361,000		$	45,460	$	128,448	$	30,945		$	1,284		$	18,307		19.0%	$	77,912	$	2.64
% of sales				37.8%			4.8%		13.4%

	Year Ended December 31, 2018
	Gross Profit		Selling & Administrative Expense			Research & Development Expense			Operating Income		Interest Expense		Other Expense		Tax Expense/ (Benefit)			Effective Tax Rate		Net Income		Diluted EPS
As reported	$	469,110	$	355,617		$	42,188		$	71,305	$	20,652	$	—	$	9,799			19.3%	$	40,854	$	1.41
% of sales		54.6%		41.4%			4.9%			8.3%
Business acquisition costs⁽¹⁾		—		(2,372	)		—			2,372		—		—		1,155					1,217		0.05
Impairment charges⁽⁵⁾		—		—			(4,212	)		4,212		—		—		2,117					2,095		0.07
Tax reform⁽⁶⁾		—		—			—			—		—		—		(912	)				912		0.03
	$	469,110	$	353,245		$	37,976		$	77,889	$	20,652	$	—	$	12,159				$	45,078	$	1.56
Adjusted gross profit %		54.6%
Amortization⁽⁴⁾	$	6,000		(17,174	)		—			23,174		—		—		5,413					17,761		0.62
Adjusted net income			$	336,071		$	37,976		$	101,063	$	20,652	$	—	$	17,572			21.9%	$	62,839	$	2.18
% of sales				39.1%			4.4%			11.8%

(2) In 2019, the Company incurred severance and other costs related to the consolidation of certain manufacturing operations.

(3) In 2019, in conjunction with the acquisition of Buffalo Filter, LLC, 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.

(4) Includes amortization of intangible assets, deferred financing fees and debt discount.

(5) In 2018, the Company recorded impairment charges mainly related to an in-process research and development asset, net of release of accrued contingent consideration, associated with a prior acquisition.

(6) In 2018, the Company recorded tax expense resulting from the 2017 Tax Cuts and Jobs Act. The 2018 amounts are adjustments to the initial December 2017 deferred tax balances.

Page 6 of 9

Reconciliation of Reported Net Income to EBITDA & Adjusted EBITDA

(in thousands, unaudited)

	Three Months Ended				Year Ended
	December 31,				December 31,
	2019		2018		2019		2018

Net income	$	14,933	$	15,653	$	28,620	$	40,854
Provision for income taxes		2,306		4,640		2,605		9,799
Interest expense		10,319		5,529		42,701		20,652
Depreciation		4,463		4,648		18,688		18,529
Amortization		14,798		10,683		53,635		42,231
EBITDA	$	46,819	$	41,153	$	146,249	$	132,065

Stock based compensation		2,960		2,571		11,779		10,037
Business acquisition costs		1,870		1,299		14,401		2,372
Manufacturing consolidation costs		1,430		—		2,858		—
Impairment charges		—		—		—		4,212
Debt refinancing costs		—		—		3,904		—
Adjusted EBITDA	$	53,079	$	45,023	$	179,191	$	148,686


EBITDA Margin
EBITDA		17.7%		17.0%		15.3%		15.4%
Adjusted EBITDA		20.0%		18.6%		18.8%		17.3%

Page 7 of 9

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, thoracic surgery, and gastroenterology. 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 full year ended December 31, 2018, and listed under the heading Forward-Looking Statements in the Company’s most recently filed Form 10-Q. 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.

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 research and development expense; adjusted operating income; adjusted interest expense; adjusted other expense; adjusted income tax expense; adjusted effective income tax rate; adjusted net income, adjusted diluted shares 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.

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

Page 8 of 9

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, research and development expense, operating income, interest expense, other expense, income tax expense (benefit), effective income tax rate, net income, diluted shares 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 above, 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 9 of 9

	NEWS RELEASE

	CONTACT:
	*Conmed Corporation*
	Todd W. Garner
	Chief Financial Officer
	315-624-3317
	ToddGarner@conmed.com

CONMED Corporation to Transfer Listing of Common Stock to the New
York Stock Exchange

Utica, New York, January 29, 2020 – CONMED Corporation (NASDAQ: CNMD) today announced that it is transferring the listing of its common stock to the New York Stock Exchange (NYSE) from the NASDAQ Global Market.

CONMED expects to begin trading on the NYSE effective at the open of markets on February 10, 2020. The Company’s shares will continue to trade on the NASDAQ until the transfer is completed and will continue to trade under the ticker “CNMD” as part of the transfer to the NYSE.

“We are excited to be joining the NYSE on the actual day of CONMED’s 50^th anniversary. With this move, we join the group of high-performing medical device companies traded on the NYSE. We are grateful for the long and valued partnership with NASDAQ and look forward to a productive relationship with the NYSE,” commented Curt R. Hartman, CONMED’s Chief Executive Officer.

“We are delighted to welcome CONMED, an innovator in the medical device industry, as it transfers its listing to the NYSE,” said John Tuttle, Vice Chairman and Chief Commercial Officer, NYSE Group. "We look forward to collaborating with the company and continuously delivering the benefits of our unique market model and world-class services."

About CONMED Corporation

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 full year ended December 31, 2018 and listed under the heading Forward-Looking Statements in the Company’s most recently filed Form 10-Q. 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.