0000856982falseMERIT MEDICAL SYSTEMS INC00008569822024-02-282024-02-28

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): February 28, 2024

Graphic

Merit Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

Utah

    

0-18592

    

87-0447695

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification No.)

1600 West Merit Parkway

    

South Jordan, Utah

84095

(Address of principal executive offices)

(Zip Code)

(801) 253-1600

(Registrant's telephone number, including area code)

N/A

(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))

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, no par value

MMSI

NASDAQ Global Select Market System

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 February 28, 2024, Merit Medical Systems, Inc. (“Merit”) issued a press release announcing its operating and financial results for the quarter and year end December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On February 28, 2024, Merit is conducting a conference call to discuss its operating and financial results for the quarter and year ended December 31, 2023. A live webcast and slide presentation will also be available for the conference call on the Merit’s website. A copy of the slide presentation is furnished as Exhibit 99.2 to this report. In addition, Merit will introduce its Continued Growth Initiatives Program and related financial targets for the three-year period ending December 31, 2026. A copy of the press release is furnished as Exhibit 99.3 to this report and incorporated herein by reference.

The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K (including the exhibits attached hereto) is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Merit under the Securities Act of 1933, as amended, or the Exchange Act.

Merit is making reference to non-GAAP financial information in both the press releases and the conference call. Reconciliations of certain of these non-GAAP financial measures to the comparable GAAP financial measures are included in the press releases attached as Exhibit 99.1 and Exhibit 99.3 to this report and the slide presentation attached as Exhibit 99.2 to this report. Merit does not provide guidance for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures (other than revenue) because Merit is unable to predict with reasonable certainty the financial impact of items such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, Merit is unable to address the significance of the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reliably predict the impact of these items and Merit believes inclusion of a reconciliation of these forward-looking non-GAAP figures to their GAAP counterparts could be confusing to investors or cause undue reliance.

Item 9.01.  Financial Statements and Exhibits.

(d)            Exhibits

EXHIBIT NUMBER

    

DESCRIPTION

99.1

Press Release, dated February 28, 2024, entitled “Merit Medical Reports Results for Fourth Quarter and Year Ended December 31, 2023, Issues Fiscal Year 2024 Guidance” including unaudited financial information.

99.2

Conference Call Presentation.

99.3

Press Release, dated February 28, 2024, entitled “Merit Medical Introduces “Continued Growth Initiatives” Program and Financial Targets for three-year period ending December 31, 2026.

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MERIT MEDICAL SYSTEMS, INC.

Date: February 28, 2024

By:

/s/ Brian G. Lloyd

Brian G. Lloyd

Chief Legal Officer and Corporate Secretary

3

Exhibit 99.1

Graphic

Contacts:

PR/Media Inquiries:

Teresa Johnson

Merit Medical

Investor Inquiries:

Mike Piccinino, CFA, IRC

Westwicke – ICR

+1-801-208-4295

+1-443-213-0509

tjohnson@merit.com

mike.piccinino@westwicke.com

FOR IMMEDIATE RELEASE

MERIT MEDICAL REPORTS RESULTS FOR
FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2023

ISSUES FISCAL YEAR 2024 GUIDANCE

Q4 2023 reported revenue of $324.5 million, up 10.6% year-over-year
Q4 2023 constant currency revenue* up 10.3% year-over-year
Q4 2023 constant currency revenue, organic* up 8.3% year-over-year
Q4 2023 GAAP operating margin of 10.4%, compared to 10.4% in Q4 2022
Q4 2023 non-GAAP operating margin* of 18.2%, compared to 17.8% in Q4 2022
Q4 2023 GAAP EPS $0.47, compared to $0.58 in Q4 2022
Q4 2023 non-GAAP EPS* $0.81, compared to $0.79 in Q4 2022
Issues fiscal year 2024 financial guidance

*  Constant currency revenue; constant currency revenue, organic; non-GAAP EPS; non-GAAP net income; non-GAAP operating income and margin; non-GAAP gross profit and margin; and free cash flow are non-GAAP financial measures. A reconciliation of these financial measures to their most directly comparable GAAP financial measures is included under the heading “Non-GAAP Financial Measures” below.

SOUTH JORDAN, Utah, February 28, 2024 -- Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer and marketer of healthcare technology, today announced revenue of $324.5 million for the quarter ended December 31, 2023, an increase of 10.6% compared to the quarter ended December 31, 2022. Constant currency revenue, organic, for the fourth quarter of 2023 increased 8.3% compared to the prior year period.

1


Merit’s revenue by operating segment and product category for the three and twelve-month periods ended December 31, 2023 and 2022 was as follows (unaudited; in thousands, except for percentages):

    

Three Months Ended

Reported

Constant Currency *

    

December 31, 

Impact of foreign

December 31, 

    

2023

    

2022

% Change

exchange

2023

% Change

Cardiovascular

Peripheral Intervention

 

$

134,143

$

112,384

19.4

%  

$

(444)

$

133,699

19.0

%  

Cardiac Intervention

 

 

90,242

 

85,277

5.8

%  

(174)

90,068

5.6

%  

Custom Procedural Solutions

 

 

49,624

 

49,147

1.0

%  

(67)

49,557

0.8

%  

OEM

 

 

41,216

 

38,861

6.1

%  

(130)

41,086

5.7

%  

Total

 

 

315,225

 

285,669

10.3

%  

(815)

314,410

10.1

%  

Endoscopy

Endoscopy Devices

 

 

9,290

 

7,746

19.9

%  

5

9,295

20.0

%  

Total

 

$

324,515

$

293,415

10.6

%  

$

(810)

$

323,705

10.3

%  

    

Year Ended

Reported

Constant Currency *

    

December 31, 

Impact of foreign

December 31, 

    

2023

    

2022

% Change

exchange

2023

% Change

Cardiovascular

Peripheral Intervention

 

$

502,220

$

439,810

14.2

%  

$

2,140

$

504,360

14.7

%  

Cardiac Intervention

 

 

358,451

 

343,186

4.4

%  

3,040

361,491

5.3

%  

Custom Procedural Solutions

 

 

195,333

 

190,194

2.7

%  

1,478

196,811

3.5

%  

OEM

 

 

164,556

 

145,034

13.5

%  

(293)

164,263

13.3

%  

Total

 

 

1,220,560

 

1,118,224

9.2

%  

6,365

1,226,925

9.7

%  

Endoscopy

Endoscopy Devices

 

 

36,806

 

32,757

12.4

%  

75

36,881

12.6

%  

Total

 

$

1,257,366

$

1,150,981

9.2

%  

$

6,440

$

1,263,806

9.8

%  

Merit’s GAAP gross margin for the fourth quarter of 2023 was 46.4%, compared to GAAP gross margin of 45.9% for the prior year period. Merit’s non-GAAP gross margin* for the fourth quarter of 2023 was 50.4%, compared to non-GAAP gross margin* of 49.5% for the fourth quarter of 2022.

Merit’s GAAP net income for the fourth quarter of 2023 was $27.6 million, or $0.47 per share, compared to GAAP net income of $33.4 million, or $0.58 per share, for the fourth quarter of 2022. Merit’s non-GAAP net income* for the fourth quarter of 2023 was $47.2 million, or $0.81 per share, compared to non-GAAP net income* of $46.0 million, or $0.79 per share, for the fourth quarter of 2022.

2


“We delivered better-than-expected revenue and financial results in the fourth quarter,” said Fred P. Lampropoulos, Merit’s Chairman and Chief Executive Officer. “Our constant currency, organic, revenue increased 8.3% in Q4 and our constant currency total revenue increased 10.3%, including the sales of acquired interventional products from AngioDynamics. We also delivered year-over-year improvement in profitability with an 18.2% non-GAAP operating margin and generated approximately $55 million of free cash flow in the quarter. Our fourth quarter capped off an impressive year of operating and financial performance in 2023; we delivered nearly 10% constant currency revenue growth, a 120 basis-point improvement year-over-year in our non-GAAP operating margin and generated strong free cash flow of more than $110 million. Importantly, we completed the final year of our Foundations for Growth Program, delivering or exceeding each of the financial targets we outlined for the three-year period ending December 31, 2023. We are proud of the team’s strong execution and relentless focus on this strategic endeavor. It is because of their efforts that the FFG Program has resulted in a constant currency, organic revenue CAGR of 9.4%, a 440 basis-point improvement in our non-GAAP operating margin and cumulative free cash flow generation of $300 million.”

Mr. Lampropoulos continued: “We are introducing 2024 financial guidance which reflects confidence in our team’s ability to deliver continued strong execution, stable constant currency growth, improving profitability and solid free cash flow generation. We also intend to build upon the significant progress we made in our FFG Program. As detailed in a separate press release this afternoon, we are introducing the “Continued Growth Initiatives” Program and new multi-year financial targets for the three-year period ending December 31, 2026. We believe the successful execution of our 3-year “CGI” Program will result in a constant currency, organic revenue CAGR of at least 5%, non-GAAP operating margins of at least 20% and cumulative free cash flow of more than $400 million.”

As of December 31, 2023, Merit had cash and cash equivalents of $587.0 million, total debt obligations of $846.6 million, and available borrowing capacity of approximately $626 million, compared to cash and cash equivalents of $58.4 million, total debt obligations of $198.2 million, and available borrowing capacity of approximately $523 million as of December 31, 2022.

Fiscal Year 2024 Financial Guidance

Based upon the information currently available to Merit’s management, for the year ending December 31, 2024, absent material acquisitions, non-recurring transactions or other factors beyond Merit’s current expectations, Merit expects the following:

Revenue and Earnings Guidance*

    

Prior Year (As Reported)

Guidance

Year Ended

Year Ending

% Change

Financial Measure

December 31, 2023

December 31, 2024

Y/Y

Net Sales

$1.257 billion

$1.312 - $1.325 billion

4% - 5%

Cardiovascular Segment

$1.221 billion

$1.272 - $1.285 billion

4% - 5%

Endoscopy Segment

$36.8 million

$39.7 - $40.1 million

8% - 9%

Non-GAAP

  

  

Earnings Per Share

$3.01

$3.28 - $3.35

9% - 11%

*Percentage figures approximated; dollar figures may not foot due to rounding

2024 Net Sales Guidance - % Change from Prior Year (Constant Currency) Reconciliation*

Updated Guidance

Low

High

2024 Net Sales Guidance - % Change from Prior Year (GAAP)

4.3%

5.4%

Estimated impact of foreign currency exchange rate fluctuations

0.5%

0.5%

2024 Net Sales Guidance - % Change from Prior Year (Constant Currency)

4.8%

5.9%

*Percentage figures approximated and may not foot due to rounding

3


Merit does not provide guidance for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking Non-GAAP financial measures to the most directly comparable GAAP reported financial measures (other than revenue) because Merit is unable to predict with reasonable certainty the financial impact of items such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, Merit is unable to address the significance of the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reliably predict the impact of these items and Merit believes inclusion of a reconciliation of these forward-looking non-GAAP measures to their GAAP counterparts could be confusing to investors or cause undue reliance.

Merit’s financial guidance for the year ending December 31, 2024 is subject to risks and uncertainties identified in this release and Merit’s filings with the U.S. Securities and Exchange Commission (the “SEC”).

CONFERENCE CALL

Merit will hold its investor conference call today, Wednesday, February 28, 2024, at 5:00 p.m. Eastern (4:00 p.m. Central, 3:00 p.m. Mountain, and 2:00 p.m. Pacific). To access the conference call, please pre-register using the following link. Registrants will receive confirmation with dial-in details. A live webcast and slide deck will also be available at merit.com.

4


CONSOLIDATED BALANCE SHEETS

(in thousands)

    

    

December 31, 

December 31, 

2023

2022

ASSETS

 

(unaudited)

 

  

Current Assets

 

  

 

  

Cash and cash equivalents

$

587,036

$

58,408

Trade receivables, net

 

177,885

 

164,677

Other receivables

 

10,517

 

12,992

Inventories

 

303,871

 

265,991

Prepaid expenses and other assets

 

24,286

 

22,324

Prepaid income taxes

 

4,016

 

3,913

Income tax refund receivables

 

859

 

779

Total current assets

 

1,108,470

 

529,084

Property and equipment, net

 

383,523

 

382,976

Intangible assets, net

 

325,883

 

275,872

Goodwill

 

382,240

 

359,821

Deferred income tax assets

 

7,288

 

6,599

Operating lease right-of-use assets

 

63,047

 

65,262

Other assets

 

54,793

 

44,352

Total Assets

$

2,325,244

$

1,663,966

LIABILITIES AND STOCKHOLDERS' EQUITY

 

  

 

  

Current Liabilities

 

  

 

  

Trade payables

$

65,944

$

68,504

Accrued expenses

 

120,447

 

123,189

Current portion of long-term debt

 

 

11,250

Current operating lease liabilities

 

12,087

 

11,005

Income taxes payable

 

5,086

 

6,697

Total current liabilities

 

203,564

 

220,645

Long-term debt

 

823,013

 

186,759

Deferred income tax liabilities

 

5,547

 

18,462

Long-term income taxes payable

 

347

 

347

Liabilities related to unrecognized tax benefits

 

1,912

 

1,912

Deferred compensation payable

 

17,167

 

15,264

Deferred credits

 

1,605

 

1,708

Long-term operating lease liabilities

 

56,259

 

59,736

Other long-term obligations

 

13,830

 

14,736

Total liabilities

 

1,123,244

 

519,569

Stockholders' Equity

 

  

 

  

Common stock

 

638,150

 

675,174

Retained earnings

 

575,184

 

480,773

Accumulated other comprehensive loss

 

(11,334)

 

(11,550)

Total stockholders' equity

 

1,202,000

 

1,144,397

Total Liabilities and Stockholders' Equity

$

2,325,244

$

1,663,966

5


CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands except per share amounts)

    

Three Months Ended

    

Year Ended

December 31, 

December 31, 

    

2023

    

2022

    

2023

    

2022

Net sales

$

324,515

$

293,415

$

1,257,366

$

1,150,981

Cost of sales

 

173,986

 

158,863

 

673,494

 

631,882

Gross profit

 

150,529

 

134,552

 

583,872

 

519,099

Operating expenses:

 

  

 

  

 

  

 

  

Selling, general and administrative

 

95,751

 

83,243

 

373,676

 

342,525

Research and development

 

21,639

 

20,436

 

82,728

 

75,510

Impairment charges

 

 

547

 

270

 

2,219

Contingent consideration (benefit) expense

 

(473)

 

(91)

 

1,704

 

4,611

Acquired in-process research and development

 

 

 

1,550

 

6,671

Total operating expenses

 

116,917

 

104,135

 

459,928

 

431,536

Income from operations

 

33,612

 

30,417

 

123,944

 

87,563

Other income (expense):

 

  

 

  

 

  

 

  

Interest income

 

1,923

 

123

 

2,456

 

439

Interest expense

 

(4,977)

 

(2,158)

 

(15,511)

 

(6,339)

Other income (expense) — net

 

909

 

1,773

 

1,200

 

966

Total other expense — net

 

(2,145)

 

(262)

 

(11,855)

 

(4,934)

Income before income taxes

 

31,467

 

30,155

 

112,089

 

82,629

Income tax (benefit) expense

 

3,838

 

(3,246)

 

17,678

 

8,113

Net income

$

27,629

$

33,401

$

94,411

$

74,516

Earnings per common share

 

  

 

  

 

  

 

  

Basic

$

0.48

$

0.58

$

1.64

$

1.31

Diluted

$

0.47

$

0.58

$

1.62

$

1.29

Weighted average shares outstanding

 

  

 

  

 

  

 

  

Basic

 

57,793

 

57,098

 

57,593

 

56,806

Diluted

 

58,385

 

57,963

 

58,356

 

57,671

6


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Year Ended

December 31, 

    

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

$

94,411

$

74,516

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

Depreciation and amortization

 

89,985

 

81,804

(Gain) loss on disposition of business

(431)

 

1,417

Write-off of certain intangible assets and other long-term assets

 

506

 

2,281

Amortization of right-of-use operating lease assets

11,307

 

10,394

Fair value adjustments related to contingent consideration liabilities

1,704

 

4,611

Acquired in-process research and development

1,550

6,671

Deferred income taxes

(12,643)

(14,924)

Stock-based compensation expense

 

21,333

 

18,042

Other adjustments

7,451

877

Changes in operating assets and liabilities, net of acquisitions and divestitures

 

(70,022)

 

(71,398)

Total adjustments

 

50,740

 

39,775

Net cash, cash equivalents, and restricted cash provided by operating activities

 

145,151

 

114,291

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

Capital expenditures for property and equipment

 

(34,290)

 

(45,029)

Cash paid in acquisitions, net of cash acquired

(138,278)

(8,287)

Other investing, net

(2,779)

(4,081)

Net cash, cash equivalents, and restricted cash used in investing activities

(175,347)

(57,397)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Proceeds from issuance of common stock

15,584

20,070

Proceeds from (payment of) long-term debt

619,579

(44,938)

Purchase of capped call option

(66,528)

Long-term debt issuance costs

(677)

Contingent payments related to acquisitions

 

(3,569)

 

(32,918)

Payment of taxes related to an exchange of common stock

 

(5,123)

 

(2,474)

Net cash, cash equivalents, and restricted cash provided by (used in) financing activities

 

559,266

 

(60,260)

Effect of exchange rates on cash

 

(484)

 

(3,826)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

528,586

 

(7,192)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

 

  

 

  

Beginning of period

 

60,558

 

67,750

End of period

$

589,144

$

60,558

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:

Cash and cash equivalents

587,036

58,408

Restricted cash reported in prepaid expenses and other current assets

2,108

2,150

Total cash, cash equivalents and restricted cash

$

589,144

$

60,558

7


Non-GAAP Financial Measures

Although Merit’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), Merit’s management believes that the non-GAAP financial measures referenced in this release provide investors with useful information regarding the underlying business trends and performance of Merit’s ongoing operations and can be useful for period-over-period comparisons of such operations. Non-GAAP financial measures used in this release include:

constant currency revenue;
constant currency revenue, organic;
non-GAAP gross profit and margin;
non-GAAP operating income and margin;
non-GAAP net income;
non-GAAP earnings per share; and
free cash flow.

Merit’s management team uses these non-GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating and financial results to prior periods, to evaluate changes in the results of its operating segments, and to measure and allocate financial resources internally. However, Merit’s management does not consider such non-GAAP measures in isolation or as an alternative to measures determined in accordance with GAAP.

Readers should consider non-GAAP measures used in this release in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures generally exclude some, but not all, items that may affect Merit’s net income. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded. Merit believes it is useful to exclude such items in the calculation of non-GAAP gross profit and margin, non-GAAP operating income and margin, non-GAAP net income, and non-GAAP earnings per share (in each case, as further illustrated in the reconciliation tables below) because such amounts in any specific period may not directly correlate to the underlying performance of Merit’s business operations and can vary significantly between periods as a result of factors such as acquisition or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, corporate transformation expenses, governmental proceedings or changes in tax or industry regulations, gains or losses on disposal of certain assets, and debt issuance costs. Merit may incur similar types of expenses in the future, and the non-GAAP financial information included in this release should not be viewed as a statement or indication that these types of expenses will not recur. Additionally, the non-GAAP financial measures used in this release may not be comparable with similarly titled measures of other companies. Merit urges readers to review the reconciliations of its non-GAAP financial measures to their most directly comparable GAAP financial measures included herein, and not to rely on any single financial measure to evaluate Merit’s business or results of operations.

Constant Currency Revenue

Merit’s constant currency revenue is prepared by converting the current-period reported revenue of subsidiaries whose functional currency is a currency other than the U.S. dollar at the applicable foreign exchange rates in effect during the comparable prior-year period and adjusting for the effects of hedging transactions on reported revenue, which are recorded in the U.S. dollar. The constant currency revenue adjustments of ($0.8) million and $6.4 million to reported revenue for the three and twelve-month periods ended December 31, 2023 were calculated using the applicable average foreign exchange rates for the three and twelve-month periods ended December 31, 2022.

8


Constant Currency Revenue, Organic

Merit’s constant currency revenue, organic, is defined, with respect to prior fiscal year periods, as GAAP revenue. With respect to current fiscal year periods, constant currency revenue, organic, is defined as constant currency revenue (as defined above), less revenue from certain acquisitions. For the three and twelve-month periods ended December 31, 2023, Merit’s constant currency revenue, organic, excludes revenues attributable to certain assets acquired from AngioDynamics, Inc. (“AngioDynamics”) in June 2023.

Non-GAAP Gross Profit and Margin

Non-GAAP gross profit is calculated by reducing GAAP cost of sales by amounts recorded for amortization of intangible assets, corporate restructuring charges, and inventory mark-up related to acquisitions. Non-GAAP gross margin is calculated by dividing non-GAAP gross profit by reported net sales.

Non-GAAP Operating Income and Margin

Non-GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations, as well as other items referenced in the tables below. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by reported net sales.

Non-GAAP Net Income

Non-GAAP net income is calculated by adjusting GAAP net income for the items set forth in the definition of non-GAAP operating income above, as well as for expenses related to debt issuance costs, gains or losses on disposal of certain assets, changes in tax regulations, and other items set forth in the tables below.

Non-GAAP EPS

Non-GAAP EPS is defined as non-GAAP net income divided by the diluted shares outstanding for the corresponding period.

Free Cash Flow

Free cash flow is defined as cash flow from operations calculated in accordance with GAAP, less capital expenditures for property and equipment calculated in accordance with GAAP, as set forth in the consolidated statement of cash flows.

Non-GAAP Financial Measure Reconciliations

The following tables set forth supplemental financial data and corresponding reconciliations of non-GAAP financial measures to Merit’s corresponding financial measures prepared in accordance with GAAP, in each case, for the three and twelve-month periods ended December 31, 2023 and 2022. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of approximately $3.5 million and $3.2 million for the three-month periods ended December 31, 2023 and 2022, respectively and $12.7 million and $12.5 million for the twelve-month periods ended December 31, 2023 and 2022, respectively.

9


Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited, in thousands except per share amounts)

Three Months Ended

December 31, 2023

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

31,467

$

(3,838)

$

27,629

$

0.47

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

12,611

(3,032)

9,579

0.16

Corporate restructuring (a)

448

(108)

340

0.01

Inventory mark-up related to acquisitions

68

(17)

51

0.00

Operating Expenses

  

  

Contingent consideration benefit

(473)

74

(399)

(0.01)

Amortization of intangibles

2,334

(562)

1,772

0.03

Performance-based share-based compensation (b)

2,459

(350)

2,109

0.04

Corporate transformation and restructuring (c)

5,162

(1,237)

3,925

0.07

Acquisition-related

68

(16)

52

0.00

Medical Device Regulation expenses (d)

2,710

(651)

2,059

0.04

Other (e)

41

(10)

31

0.00

Other (Income) Expense

Amortization of long-term debt issuance costs

585

(140)

445

0.01

Gain on disposal of business unit

(431)

(431)

(0.01)

Non-GAAP net income

$

57,049

$

(9,887)

$

47,162

$

0.81

Diluted shares

 

  

 

  

 

  

 

58,385

Three Months Ended

December 31, 2022

Pre-Tax

Tax Impact

After-Tax

Per Share Impact

GAAP net income

    

$

30,155

    

$

3,246

    

$

33,401

    

$

0.58

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

10,615

(2,602)

8,013

0.14

Operating Expenses

  

  

Contingent consideration benefit

(91)

31

(60)

(0.00)

Impairment charges

547

547

0.01

Amortization of intangibles

1,551

(382)

1,169

0.02

Performance-based share-based compensation (b)

1,152

(133)

1,019

0.02

Corporate transformation and restructuring (c)

3,325

(814)

2,511

0.04

Acquisition-related

213

(52)

161

0.00

Medical Device Regulation expenses (d)

4,482

(1,097)

3,385

0.06

Other (e)

121

(30)

91

0.00

Other (Income) Expense

  

Amortization of long-term debt issuance costs

151

(37)

114

0.00

Loss on disposal of business unit

17

3

20

0.00

Tax expense related to restructuring (f)

(4,324)

(4,324)

(0.07)

Non-GAAP net income

$

52,238

$

(6,191)

$

46,047

$

0.79

Diluted shares

 

  

 

  

 

  

 

57,963


Note: Certain per share impacts may not sum to totals due to rounding.

10


Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited, in thousands except per share amounts)

Year Ended

December 31, 2023

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

112,089

$

(17,678)

$

94,411

$

1.62

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

Amortization of intangibles

47,795

(11,492)

36,303

 

0.62

Corporate restructuring (a)

448

(108)

340

 

0.01

Inventory mark-up related to acquisitions

2,069

(497)

1,572

0.03

Operating Expenses

  

  

Contingent consideration expense

1,704

(47)

1,657

 

0.03

Impairment charges

270

270

 

0.00

Amortization of intangibles

8,293

(1,998)

6,295

 

0.11

Performance-based share-based compensation (b)

8,526

(1,121)

7,405

0.13

Corporate transformation and restructuring (c)

19,365

(4,646)

14,719

 

0.25

Acquisition-related

5,286

(1,269)

4,017

 

0.07

Medical Device Regulation expenses (d)

11,822

(2,838)

8,984

 

0.15

Other (e)

(1,268)

304

(964)

(0.02)

Other (Income) Expense

 

Amortization of long-term debt issuance costs

1,639

(393)

1,246

 

0.02

Gain on disposal of business unit

(431)

(431)

(0.01)

Non-GAAP net income

$

217,607

$

(41,783)

$

175,824

$

3.01

Diluted shares

 

 

  

 

  

 

58,356

Year Ended

December 31, 2022

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

82,629

$

(8,113)

$

74,516

$

1.29

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

 

  

 

  

 

  

 

  

Amortization of intangibles

 

42,154

 

(10,335)

 

31,819

 

0.55

Operating Expenses

 

  

 

 

  

 

Contingent consideration expense

 

4,611

 

14

 

4,625

 

0.08

Impairment charges

2,219

(318)

1,901

0.03

Amortization of intangibles

 

6,300

 

(1,558)

 

4,742

 

0.08

Performance-based share-based compensation (b)

5,506

(546)

4,960

0.09

Corporate transformation and restructuring (c)

 

23,757

 

(5,516)

 

18,241

 

0.32

Acquisition-related

 

2,114

 

(517)

 

1,597

 

0.03

Medical Device Regulation expenses (d)

12,933

(3,166)

9,767

0.17

Other (e)

7,966

(1,893)

6,073

0.11

Other (Income) Expense

 

 

  

 

  

 

Amortization of long-term debt issuance costs

 

604

 

(148)

 

456

 

0.01

Loss on disposal of business unit

1,407

(29)

1,378

0.02

Tax expense related to restructuring (f)

(4,324)

(4,324)

(0.07)

Non-GAAP net income

$

192,200

$

(36,449)

$

155,751

$

2.70

Diluted shares

 

 

  

 

  

 

57,671


Note: Certain per share impacts may not sum to totals due to rounding.

11


Reconciliation of Reported Operating Income to Non-GAAP Operating Income

(Unaudited, in thousands except percentages)

Three Months Ended

Three Months Ended

Year Ended

Year Ended

December 31, 2023

December 31, 2022

December 31, 2023

December 31, 2022

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

Net Sales as Reported

$

324,515

$

293,415

$

1,257,366

$

1,150,981

GAAP Operating Income

33,612

10.4

%

30,417

10.4

%

123,944

9.9

%

87,563

7.6

%

Cost of Sales

Amortization of intangibles

12,611

3.9

%

10,615

3.6

%

47,795

3.8

%

42,154

3.7

%

Corporate restructuring (a)

448

0.1

%

448

0.0

%

Inventory mark-up related to acquisitions

68

0.0

%

2,069

0.2

%

Operating Expenses

Contingent consideration (benefit) expense

(473)

(0.1)

%

(91)

(0.0)

%

1,704

0.1

%

4,611

0.4

%

Impairment charges

547

0.2

%

270

0.0

%

2,219

0.2

%

Amortization of intangibles

2,334

0.7

%

1,551

0.5

%

8,293

0.7

%

6,300

0.5

%

Performance-based share-based compensation (b)

2,459

0.8

%

1,152

0.4

%

8,526

0.7

%

5,506

0.5

%

Corporate transformation and restructuring (c)

5,162

1.6

%

3,325

1.1

%

19,365

1.5

%

23,757

2.1

%

Acquisition-related

68

0.0

%

213

0.1

%

5,286

0.4

%

2,114

0.2

%

Medical Device Regulation expenses (d)

2,710

0.8

%

4,482

1.5

%

11,822

0.9

%

12,933

1.1

%

Other (e)

41

0.0

%

121

0.0

%

(1,268)

(0.1)

%

7,966

0.7

%

Non-GAAP Operating Income

$

59,040

18.2

%

$

52,332

17.8

%

$

228,254

18.2

%

$

195,123

17.0

%


Note: Certain percentages may not sum to totals due to rounding.

a)Represents corporate restructuring charges reflected within cost of sales including the write-off of inventory related to the divestiture or exit of certain businesses or product lines.
b)Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards.
c)Includes consulting expenses related to the Foundations for Growth Program, $4.3 million for write-offs of other long-term assets associated with restructuring activities in the twelve-month period ended December 31, 2023, and other transformation costs, including severance related to corporate initiatives.
d)Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation (“MDR”).
e)The 2023 periods include insurance reimbursement of approximately $(3.0) million for costs incurred in responding to an inquiry by the U.S. Department of Justice (the “DOJ”) which was settled in 2020, costs to comply with Merit’s corporate integrity agreement with the DOJ, and acquired in-process research and development charges of $1.6 million. The 2022 periods include costs to comply with Merit’s corporate integrity agreement with the DOJ, acquired in-process research and development charges of $6.7 million, and legal costs associated with a shareholder derivative proceeding.
f)Represents an adjustment to our deferred withholding tax liability on unremitted foreign earnings as a result of the restructuring of certain international subsidiaries in 2022.

12


Reconciliation of Reported Revenue to Constant Currency Revenue (Non-GAAP), and Constant Currency Revenue, Organic (Non-GAAP)

(Unaudited, in thousands except percentages)

Three Months Ended

Year Ended

December 31, 

December 31, 

    

% Change

    

2023

    

2022

    

% Change

    

2023

    

2022

Reported Revenue

 

10.6

%  

$

324,515

$

293,415

 

9.2

%  

$

1,257,366

$

1,150,981

Add: Impact of foreign exchange

 

 

(810)

 

 

 

6,440

 

Constant Currency Revenue (a)

 

10.3

%  

$

323,705

$

293,415

 

9.8

%  

$

1,263,806

$

1,150,981

Less: Revenue from certain acquisitions

(6,079)

(14,365)

Constant Currency Revenue, Organic (a)

8.3

%  

$

317,626

$

293,415

8.6

%  

$

1,249,441

$

1,150,981


(a)A non-GAAP financial measure. For a definition of this and other non-GAAP financial measures, see the section of this release entitled “Non-GAAP Financial Measures.”

13


Reconciliation of Reported Gross Margin to Non-GAAP Gross Margin (Non-GAAP)

(Unaudited, as a percentage of reported revenue)

Three Months Ended

Year Ended

 

December 31, 

December 31, 

 

    

2023

    

2022

    

2023

    

2022

 

Reported Gross Margin

 

46.4

%  

45.9

%  

46.4

%  

45.1

%

Add back impact of:

 

  

 

  

 

  

 

  

Amortization of intangibles

 

3.9

%  

3.6

%  

3.8

%  

3.7

%

Corporate restructuring (a)

0.1

%  

0.0

%  

Inventory mark-up related to acquisitions

 

0.0

%  

0.2

%  

Non-GAAP Gross Margin

 

50.4

%  

49.5

%  

50.4

%  

48.8

%


Note: Certain percentages may not sum to totals due to rounding.

(a)Represents corporate restructuring charges reflected within cost of sales including the write-off of inventory related to the divestiture or exit of certain businesses or product lines.

14


ABOUT MERIT

Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture, and distribution of proprietary disposable medical devices used in interventional, diagnostic, and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care, and endoscopy. Merit serves client hospitals worldwide with a domestic and international sales force and clinical support team totaling more than 700 individuals. Merit employs approximately 7,000 people worldwide.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this release which are not purely historical, including, without limitation, statements regarding Merit’s forecasted plans, revenues, net sales, net income (GAAP and non-GAAP), operating income and margin (GAAP and non-GAAP), gross profit and margin (GAAP and non-GAAP), earnings per share (GAAP and non-GAAP), free cash flow and other financial measures, future growth and profit expectations or forecasted economic conditions, or the implementation of, and results which may be achieved through, Merit’s Foundations for Growth Program, Continued Growth Initiatives Program or other expense reduction initiatives, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to risks and uncertainties such as those described in Merit’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) and other filings with the SEC. Such risks and uncertainties include inherent risks and uncertainties associated with Merit’s integration of products acquired from AngioDynamics and its ability to achieve anticipated financial results, product development and other anticipated benefits of the AngioDynamics acquisition; uncertainties as to whether Merit will achieve sales, gross and operating margins, net income and earnings per share performance consistent with its forecasts associated with that acquisition; disruptions in Merit’s supply chain, manufacturing or sterilization processes; reduced availability of, and price increases associated with, commodity components and other raw materials; adverse changes in freight, shipping and transportation expenses; negative changes in economic and industry conditions in the United States or other countries, including inflation; risks relating to Merit’s potential inability to successfully manage growth through acquisitions generally, including the inability to effectively integrate acquired operations or products or commercialize technology developed internally or acquired through completed, proposed or future transactions; risks associated with Merit’s ongoing or prospective manufacturing transfers and facility consolidations; fluctuations in interest or foreign currency exchange rates; risks and uncertainties associated with Merit’s information technology systems, including the potential for breaches of security and evolving regulations regarding privacy and data protection; governmental scrutiny and regulation of the medical device industry, including governmental inquiries, investigations and proceedings involving Merit; consequences associated with a Corporate Integrity Agreement executed between Merit and the U.S. Office of Inspector General; difficulties, delays and expenditures relating to development, testing and regulatory approval or clearance of Merit’s products, including the pursuit of approvals under the MDR, and risks that such products may not be developed successfully or approved for commercial use; litigation and other judicial proceedings affecting Merit; the potential of fines, penalties or other adverse consequences if Merit’s employees or agents violate the U.S. Foreign Corrupt Practices Act or other laws or regulations; restrictions on Merit’s liquidity or business operations resulting from its debt agreements; infringement of Merit’s technology or the assertion that Merit’s technology infringes the rights of other parties; product recalls and product liability claims; changes in customer purchasing patterns or the mix of products Merit sells; laws and regulations targeting fraud and abuse in the healthcare industry; potential for significant adverse changes in governing regulations, including reforms to the procedures for approval or clearance of Merit’s products by the U.S. Food & Drug Administration or comparable regulatory authorities in other jurisdictions; changes in tax laws and regulations in the United States or other jurisdictions; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; concentration of a substantial portion of Merit’s revenues among a few products and procedures; development of new products and technology that could render Merit’s existing or future products obsolete; market acceptance of new products; dependance on distributors to commercialize Merit’s products in various jurisdictions outside the United States; volatility in the market price of Merit’s common stock; modification or limitation of governmental or private insurance reimbursement policies; changes in healthcare policies or markets related to healthcare reform initiatives; failure to comply with applicable environmental laws; changes in key personnel; work stoppage or transportation risks; failure to introduce products in a timely fashion; price and product competition; fluctuations in and obsolescence of inventory; and other factors referenced in the 2023 Annual Report and other materials filed with the SEC.

15


All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Those estimates and all other forward-looking statements included in this document are made only as of the date of this document, and except as otherwise required by applicable law, Merit assumes no obligation to update or disclose revisions to estimates and all other forward-looking statements.

TRADEMARKS

Unless noted otherwise, trademarks and registered trademarks used in this release are the property of Merit Medical Systems, Inc., its subsidiaries, or its licensors.

# # #

16


Exhibit 99.2

GRAPHIC

1 Merit Medical Investor Call February 28, 2024 Fourth Quarter 2023 Results Fred Lampropoulos Chairman and CEO Raul Parra CFO

GRAPHIC

2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation and any accompanying management commentary include “forward-looking statements,” as defined within applicable securities laws and regulations. All statements in this presentation, other than statements of historical fact, are “forward-looking statements”, including, without limitation, statements regarding Merit’s forecasted plans, revenues, net sales, net income (GAAP and non-GAAP), operating income and margin (GAAP and non-GAAP), gross profit and margin (GAAP and non-GAAP), earnings per share (GAAP and non-GAAP), free cash flow, and other financial measures, future growth and profit expectations or forecasted economic conditions, or the implementation of, and results which may be achieved through, Merit’s Foundations for Growth Program, Continued Growth Initiatives Program or other expense reduction initiatives, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to risks and uncertainties such as those described in Merit’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) and other filings with the SEC. Such risks and uncertainties include inherent risks and uncertainties associated with Merit’s integration of products acquired from AngioDynamics, Inc. (“AngioDynamics”) and its ability to achieve anticipated financial results, product development and other anticipated benefits of the AngioDynamics acquisition; uncertainties as to whether Merit will achieve sales, gross and operating margins, net income and earnings per share performance consistent with its forecasts associated with that acquisition; disruptions in Merit’s supply chain, manufacturing or sterilization processes; reduced availability of, and price increases associated with, commodity components and other raw materials; adverse changes in freight, shipping and transportation expenses; negative changes in economic and industry conditions in the United States or other countries, including inflation; risks relating to Merit’s potential inability to successfully manage growth through acquisitions generally, including the inability to effectively integrate acquired operations or products or commercialize technology developed internally or acquired through completed, proposed or future transactions; risks associated with Merit’s ongoing or prospective manufacturing transfers and facility consolidations; fluctuations in interest or foreign currency exchange rates; risks and uncertainties associated with Merit’s information technology systems, including the potential for breaches of security and evolving regulations regarding privacy and data protection; governmental scrutiny and regulation of the medical device industry, including governmental inquiries, investigations and proceedings involving Merit; consequences associated with a Corporate Integrity Agreement executed between Merit and the U.S. Office of Inspector General; difficulties, delays and expenditures relating to development, testing and regulatory approval or clearance of Merit’s products, including the pursuit of approvals under the E.U. Medical Device Regulation (“MDR”), and risks that such products may not be developed successfully or approved for commercial use; litigation and other judicial proceedings affecting Merit; the potential of fines, penalties or other adverse consequences if Merit’s employees or agents violate the U.S. Foreign Corrupt Practices Act or other laws or regulations; restrictions on Merit’s liquidity or business operations resulting from its debt agreements; infringement of Merit’s technology or the assertion that Merit’s technology infringes the rights of other parties; product recalls and product liability claims; changes in customer purchasing patterns or the mix of products Merit sells; laws and regulations targeting fraud and abuse in the healthcare industry; potential for significant adverse changes in governing regulations, including reforms to the procedures for approval or clearance of Merit’s products by the U.S. Food & Drug Administration or comparable regulatory authorities in other jurisdictions; changes in tax laws and regulations in the United States or other jurisdictions; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; concentration of a substantial portion of Merit’s revenues among a few products and procedures; development of new products and technology that could render Merit’s existing or future products obsolete; market acceptance of new products; dependance on distributors to commercialize Merit’s products in various jurisdictions outside the United States; volatility in the market price of Merit’s common stock; modification or limitation of governmental or private insurance reimbursement policies; changes in healthcare policies or markets related to healthcare reform initiatives; failure to comply with applicable environmental laws; changes in key personnel; work stoppage or transportation risks; failure to introduce products in a timely fashion; price and product competition; fluctuations in and obsolescence of inventory; and other factors referenced in the 2023 Annual Report and other materials filed with the SEC. All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Those estimates and all other forward-looking statements included in this document are made only as of the date of this document, and except as otherwise required by applicable law, Merit assumes no obligation to update or disclose revisions to estimates and all other forward-looking statements. 2

GRAPHIC

3 NON-GAAP FINANCIAL MEASURES Although Merit’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), Merit’s management believes that certain non-GAAP financial measures provide investors with useful information regarding the underlying business trends and performance of Merit’s ongoing operations and can be useful for period-over-period comparisons of such operations. Certain financial measures included in this presentation, or which may be referenced in management’s discussion of Merit’s historical and future operations and financial results, have not been calculated in accordance with GAAP, and, therefore, are referenced as non-GAAP financial measures. Readers should consider non-GAAP measures used in this presentation in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures generally exclude some, but not all, items that may affect Merit's net income. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded. Additionally, non-GAAP financial measures used in this presentation may not be comparable with similarly titled measures of other companies. Merit urges readers to review the reconciliations of its non-GAAP financial measures to the comparable GAAP financial measures, and not to rely on any single financial measure to evaluate Merit’s business or results of operations. Please refer to “Notes to Non-GAAP Financial Measures” at the end of these materials for more information. TRADEMARKS Unless noted otherwise, trademarks and registered trademarks used in this release are the property of Merit Medical Systems, Inc., its subsidiaries, or its licensors. 3

GRAPHIC

4 Q4 2023 Q4 2022 % Change 2023 2022 % Change Revenue $324.5M $293.4M 10.6% $1,257.4M $1,151.0M 9.2% Gross Margin 46.4% 45.9% 1.2% 46.4% 45.1% 3.0% Operating Margin 10.4% 10.4% -0.1% 9.9% 7.6% 29.6% Net Income $27.6M $33.4M -17.3% $94.4M $74.5M 26.7% Earnings per Share $0.47 $0.58 -17.9% $1.62 $1.29 25.2% Financial Summary: GAAP 4 Note: Amounts in this presentation are rounded while percentages are calculated from the underlying amounts. In thousands, except per share amounts and percentages

GRAPHIC

5 Q4 2023 Q4 2022 % Change 2023 2022 % Change $317.6M $293.4M 8.3% $1,249.4M $1,151.0M 8.6% Revenue (constant currency, organic) † Gross Margin 50.4% 49.5% 1.9% 50.4% 48.8% 3.4% Operating Margin 18.2% 17.8% 2.0% 18.2% 17.0% 7.1% Net Income $47.2M $46.0M 2.4% $175.8M $155.8M 12.9% Earnings per Share $0.81 $0.79 1.7% $3.01 $2.70 11.6% Financial Summary: Non-GAAP* 5 Note: Amounts in this presentation are rounded while percentages are calculated from the underlying amounts. * See "Notes to Non-GAAP Financial Measures" below for additional information regarding non-GAAP measures used in this presentation. † A non-GAAP financial measure, representing constant currency revenue, organic. In thousands, except per share amounts and percentages

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6 Revenue Breakdown – Q4 Region Q4 2023 Q4 2022 $ Change % Change CC % Change* U.S. $188,542 $168,322 $20,220 12.0% 12.6% APAC 59,576 58,057 1,519 2.6% 3.8% EMEA 62,822 56,938 5,884 10.3% 6.7% Rest of World 13,575 10,098 3,477 34.4% 30.0% Total International 135,973 125,093 10,880 8.7% 7.2% Total $324,515 $293,415 $31,100 10.6% 10.3% 6 * A non-GAAP financial measure, representing revenue growth on a constant currency (“CC”) basis. See "Notes to Non-GAAP Financial Measures" below for additional information regarding non-GAAP measures used in this presentation. In thousands, except percentages

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7 Revenue Breakdown – Fiscal Year Region YTD 2023 YTD 2022 $ Change % Change CC % Change* U.S. $726,989 $650,559 $76,430 11.7% 11.7% APAC 245,656 240,713 4,943 2.1% 6.3% EMEA 235,704 217,681 18,023 8.3% 7.2% Rest of World 49,017 42,028 6,989 16.6% 14.6% Total International 530,377 500,422 29,955 6.0% 7.4% Total $1,257,366 $1,150,981 106,385 9.2% 9.8% 7 * A non-GAAP financial measure, representing revenue growth on a constant currency (“CC”) basis. See "Notes to Non-GAAP Financial Measures" below for additional information regarding non-GAAP measures used in this presentation. In thousands, except percentages

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8 Financial Metrics Metric Q4 2023 Q4 2022 YTD 2023 YTD 2022 Depreciation & Amortization $23.6M $20.5M $90.0M $81.8M Stock Comp (performance-based) 2.5M 1.2M 8.5M 5.5M Stock Comp (not performance-based) 3.5M 3.2M 12.7M 12.5M Operating Cash Flow 62.3M 28.0M 145.2M 114.3M Capital Expenditures-Property and Equipment 7.1M 12.5M 34.3M 45.0M 8

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9 2024 Financial Guidance Updated Guidance Low High 2024 Net Sales Guidance - % Change from Prior Year (GAAP) 4.3% 5.4% Estimated impact of foreign currency exchange rate fluctuations 0.5% 0.5% 2024 Net Sales Guidance - % Change from Prior Year (Constant Currency) 4.8% 5.9% *Percentage figures approximated and may not foot due to rounding Prior Year (As Reported) Guidance Year Ended Year Ending % Change Financial Measure December 31, 2023 December 31, 2024 Y/Y Net Sales $1.257 billion $1.312 - $1.325 billion 4% - 5% Cardiovascular Segment $1.221 billion $1.272 - $1.285 billion 4% - 5% Endoscopy Segment $36.8 million $39.7 - $40.1 million 8% - 9% Non-GAAP Earnings Per Share $3.01 $3.28 - $3.35 9% - 11% Merit does not provide guidance for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures (other than revenue) because Merit is unable to predict with reasonable certainty the financial impact of items such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, Merit is unable to address the significance of the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reliably predict the impact of these items and Merit believes inclusion of a reconciliation of these forward-looking non-GAAP measures to their GAAP counterparts could be confusing to investors or cause undue reliance. Merit’s financial guidance for the year ending December 31, 2024 is subject to risks and uncertainties identified in this presentation and Merit’s filings with the U.S. Securities and Exchange Commission (the “SEC”).

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10 Appendix

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11 Notes to Non-GAAP Financial Measures For additional details, please see the accompanying press release and forward-looking statement disclosure. These presentation materials and associated commentary from Merit’s management, as well as the press release issued today, use non-GAAP financial measures, including: • constant currency revenue; • constant currency revenue, organic; • non-GAAP gross profit and margin; • non-GAAP operating income and margin; • non-GAAP net income; • non-GAAP earnings per share; and • free cash flow. Merit’s management team uses these non-GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating and financial results to prior periods, to evaluate changes in the results of its operating segments, and to measure and allocate financial resources internally. However, Merit’s management does not consider such non-GAAP measures in isolation or as an alternative to measures determined in accordance with GAAP. Readers should consider non-GAAP measures used in this presentation in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures generally exclude some, but not all, items that may affect Merit’s net income. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded. Merit believes it is useful to exclude such items in the calculation of non-GAAP gross profit and margin, non-GAAP operating income and margin, non-GAAP net income, and non-GAAP earnings per share (in each case, as further illustrated in the reconciliation tables below) because such amounts in any specific period may not directly correlate to the underlying performance of Merit’s business operations and can vary significantly between periods as a result of factors such as acquisition or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, severance expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, corporate transformation expenses, governmental proceedings or changes in tax or industry regulations, gains or losses on disposal of certain assets, and debt issuance costs. Merit may incur similar types of expenses in the future, and the non-GAAP financial information included in this presentation should not be viewed as a statement or indication that these types of expenses will not recur. Additionally, the non-GAAP financial measures used in this presentation may not be comparable with similarly titled measures of other companies. Merit urges investors and potential investors to review the reconciliations of its non-GAAP financial measures to their most directly comparable GAAP financial measures included herein, and not to rely on any single financial measure to evaluate Merit’s business or results of operations.

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12 Notes to Non-GAAP Financial Measures (cont.) Constant Currency Revenue Merit’s constant currency revenue is prepared by converting the current-period reported revenue of subsidiaries whose functional currency is a currency other than the U.S. dollar at the applicable foreign exchange rates in effect during the comparable prior-year period and adjusting for the effects of hedging transactions on reported revenue, which are recorded in the U.S. dollar. The constant currency revenue adjustments of ($0.8) million and $6.4 million to reported revenue for the three and twelve-month periods ended December 31, 2023, respectively, were calculated using the applicable average foreign exchange rates for the three and twelve-month periods ended December 31, 2022. Constant Currency Revenue, Organic Merit’s constant currency revenue, organic, is defined, with respect to prior fiscal year periods, as GAAP revenue. With respect to current fiscal year periods, constant currency revenue, organic, is defined as constant currency revenue (as defined above), less revenue from certain acquisitions. For the three and twelve-month periods ended December 31, 2023, Merit’s constant currency revenue, organic, excludes revenues attributable to certain assets acquired from AngioDynamics in June 2023. Non-GAAP Gross Profit and Margin Non-GAAP gross profit is calculated by reducing GAAP cost of sales by amounts recorded for amortization of intangible assets, corporate restructuring charges, and inventory mark-up related to acquisitions. Non-GAAP gross margin is calculated by dividing non-GAAP gross profit by reported net sales. Non-GAAP Operating Income and Margin Non-GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings or changes in industry regulations, as well as other items referenced in the tables below. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by reported net sales.

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13 Notes to Non-GAAP Financial Measures (cont.) Non-GAAP Net Income Non-GAAP net income is calculated by adjusting GAAP net income for the items set forth in the definition of non-GAAP operating income above, as well as for expenses related to debt issuance costs, gains or losses on disposal of certain assets, changes in tax regulations, as well as other items set forth in the tables below. Non-GAAP EPS Non-GAAP EPS is defined as non-GAAP net income divided by the diluted shares outstanding for the corresponding period. Free Cash Flow Free cash flow is defined as cash flow from operations calculated in accordance with GAAP, less capital expenditures for property and equipment calculated in accordance with GAAP, as set forth in the consolidated statement of cash flows. Other Non-GAAP Financial Measure Reconciliation The following tables set forth supplemental financial data and corresponding reconciliations of non-GAAP financial measures to Merit’s corresponding financial measures prepared in accordance with GAAP, in each case, for the three and twelve-month periods ended December 31, 2023 and 2022. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of $3.5 million and $3.2 million for the three-month periods ended December 31, 2023 and 2022, respectively, and $12.7 million and $12.5 million for the twelve-month periods ended December 31, 2023 and 2022, respectively.

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14 Reconciliation of GAAP Net Income to Non-GAAP Net Income (Unaudited; in thousands except per share amounts) Note: Certain per share impacts may not sum to totals due to rounding. GAAP net income $ 31,467 $ (3,838) $ 27,629 $ 0.47 $ 30,155 $ 3,246 $ 33,401 $ 0.58 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 12,611 (3,032) 9,579 0.16 10,615 (2,602) 8,013 0.14 Corporate restructuring (a) 448 (108) 340 0.01 — — — — Inventory mark-up related to acquisitions 68 (17) 51 0.00 — — — — Operating Expenses Contingent consideration benefit (473) 74 (399) (0.01) (91) 31 (60) (0.00) Impairment charges — — — — 547 — 547 0.01 Amortization of intangibles 2,334 (562) 1,772 0.03 1,551 (382) 1,169 0.02 Performance-based share-based compensation (b) 2,459 (350) 2,109 0.04 1,152 (133) 1,019 0.02 Corporate transformation and restructuring (c) 5,162 (1,237) 3,925 0.07 3,325 (814) 2,511 0.04 Acquisition-related 68 (16) 52 0.00 213 (52) 161 0.00 Medical Device Regulation expenses (d) 2,710 (651) 2,059 0.04 4,482 (1,097) 3,385 0.06 Other (e) 41 (10) 31 0.00 121 (30) 91 0.00 Other (Income) Expense Amortization of long-term debt issuance costs 585 (140) 445 0.01 151 (37) 114 0.00 Gain (loss) on disposal of business unit (431) — (431) (0.01) 17 3 20 0.00 Tax expense related to restructuring (f) — — — — — (4,324) (4,324) (0.07) Non-GAAP net income $ 57,049 $ (9,887) $ 47,162 $ 0.81 $ 52,238 $ (6,191) $ 46,047 $ 0.79 Diluted shares 58,385 57,963 Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact Three Months Ended Three Months Ended December 31, 2023 December 31, 2022

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15 Reconciliation of GAAP Net Income to Non-GAAP Net Income (Unaudited; in thousands except per share amounts) Note: Certain per share impacts may not sum to totals due to rounding. GAAP net income $ 112,089 $ (17,678) $ 94,411 $ 1.62 $ 82,629 $ (8,113) $ 74,516 $ 1.29 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 47,795 (11,492) 36,303 0.62 42,154 (10,335) 31,819 0.55 Corporate restructuring (a) 448 (108) 340 0.01 — — — — Inventory mark-up related to acquisitions 2,069 (497) 1,572 0.03 — — — — Operating Expenses Contingent consideration expense 1,704 (47) 1,657 0.03 4,611 14 4,625 0.08 Impairment charges 270 — 270 0.00 2,219 (318) 1,901 0.03 Amortization of intangibles 8,293 (1,998) 6,295 0.11 6,300 (1,558) 4,742 0.08 Performance-based share-based compensation (b) 8,526 (1,121) 7,405 0.13 5,506 (546) 4,960 0.09 Corporate transformation and restructuring (c) 19,365 (4,646) 14,719 0.25 23,757 (5,516) 18,241 0.32 Acquisition-related 5,286 (1,269) 4,017 0.07 2,114 (517) 1,597 0.03 Medical Device Regulation expenses (d) 11,822 (2,838) 8,984 0.15 12,933 (3,166) 9,767 0.17 Other (e) (1,268) 304 (964) (0.02) 7,966 (1,893) 6,073 0.11 Other (Income) Expense Amortization of long-term debt issuance costs 1,639 (393) 1,246 0.02 604 (148) 456 0.01 Gain (loss) on disposal of business unit (431) — (431) (0.01) 1,407 (29) 1,378 0.02 Tax expense related to restructuring (f) — — — — — (4,324) (4,324) (0.07) Non-GAAP net income $ 217,607 $ (41,783) $ 175,824 $ 3.01 $ 192,200 $ (36,449) $ 155,751 $ 2.70 Diluted shares 58,356 57,671 Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact Year Ended Year Ended December 31, 2023 December 31, 2022

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16 Reconciliation of GAAP Operating Income to Non-GAAP Operating Income (Unaudited; in thousands except percentages) Note: Certain percentages may not sum to totals due to rounding. Net Sales as Reported $ 324,515 $ 293,415 $ 1,257,366 $ 1,150,981 GAAP Operating Income 33,612 10.4 % 30,417 10.4 % 123,944 9.9 % 87,563 7.6 % Cost of Sales Amortization of intangibles 12,611 3.9 % 10,615 3.6 % 47,795 3.8 % 42,154 3.7 % Corporate restructuring (a) 448 0.1 % — — 448 0.0 % — — Inventory mark-up related to acquisitions 68 0.0 % — — 2,069 0.2 % — — Operating Expenses Contingent consideration (benefit) expense (473) (0.1) % (91) (0.0) % 1,704 0.1 % 4,611 0.4 % Impairment charges — — 547 0.2 % 270 0.0 % 2,219 0.2 % Amortization of intangibles 2,334 0.7 % 1,551 0.5 % 8,293 0.7 % 6,300 0.5 % Performance-based share-based compensation (b) 2,459 0.8 % 1,152 0.4 % 8,526 0.7 % 5,506 0.5 % Corporate transformation and restructuring (c) 5,162 1.6 % 3,325 1.1 % 19,365 1.5 % 23,757 2.1 % Acquisition-related 68 0.0 % 213 0.1 % 5,286 0.4 % 2,114 0.2 % Medical Device Regulation expenses (d) 2,710 0.8 % 4,482 1.5 % 11,822 0.9 % 12,933 1.1 % Other (e) 41 0.0 % 121 0.0 % (1,268) (0.1) % 7,966 0.7 % Non-GAAP Operating Income $ 59,040 18.2 % $ 52,332 17.8 % $ 228,254 18.2 % $ 195,123 17.0 % Amounts % Sales Amounts % Sales Amounts % Sales Amounts % Sales Three Months Ended Three Months Ended Year Ended Year Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022

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17 Footnotes to Reconciliations of GAAP Net Income to Non-GAAP Net Income and GAAP Operating Income to Non-GAAP Operating Income a) Represents corporate restructuring charges reflected within costs of sales including the write-off of inventory related to the divestiture or exit of certain businesses or product lines. b) Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards. c) Includes consulting expenses related to the Foundations for Growth Program, $4.3 million for write-offs of other long-term assets associated with restructuring activities in the twelve-month period ended December 31, 2023, and other transformation costs, including severance related to corporate initiatives. d) Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation (“MDR”). e) The 2023 periods include insurance reimbursement of approximately $(3.0) million for costs incurred in responding to an inquiry by the U.S. Department of Justice (the “DOJ”) which was settled in 2020, costs to comply with Merit’s corporate integrity agreement with the DOJ, and acquired in-process research and development charges of $1.6 million. The 2022 periods include costs to comply with Merit’s corporate integrity agreement with the DOJ, acquired in-process research and development charges of $6.7 million, and legal costs associated with a shareholder derivative proceeding. f) Represents an adjustment to our deferred withholding tax liability on unremitted foreign earnings as a result of the restructuring of certain international subsidiaries in 2022.

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18 Reconciliation of Reported Revenue to Constant Currency Revenue (Non-GAAP), and Constant Currency Revenue, Organic (Non-GAAP) (Unaudited; in thousands except percentages) (a) A non-GAAP financial measure. For a definition of this and other non-GAAP financial measures, see the section of this presentation entitled “Notes to Non-GAAP Financial Measures.” % Change % Change Reported Revenue 10.6 % $ 324,515 $ 293,415 9.2 % $ 1,257,366 $ 1,150,981 Add: Impact of foreign exchange (810) — 6,440 — Constant Currency Revenue (a) 10.3 % $ 323,705 $ 293,415 9.8 % $ 1,263,806 $ 1,150,981 Less: Revenue from certain acquisitions — (6,079) (14,365) — Constant Currency Revenue, Organic (a) 8.3 % $ 317,626 $ 293,415 8.6 % $ 1,249,441 $ 1,150,981 Three Months Ended Year Ended December 31, December 31, 2023 2022 2023 2022

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19 Reconciliation of GAAP Gross Margin to Non-GAAP Gross Margin (Unaudited; as a percentage of reported revenue) Note: Certain percentages may not sum to totals due to rounding. (a) Represents corporate restructuring charges reflected within costs of sales including the write-off of inventory related to the divestiture or exit of certain businesses or product lines. 2023 2022 2023 2022 Reported Gross Margin 46.4 % 45.9 % 46.4 % 45.1 % Add back impact of: Amortization of intangibles 3.9 % 3.6 % 3.8 % 3.7 % Corporate restructuring (a) 0.1 % — 0.0 % — Inventory mark-up related to acquisitions 0.0 % — 0.2 % — Non-GAAP Gross Margin 50.4 % 49.5 % 50.4 % 48.8 % Three Months Ended Year Ended December 31, December 31,

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Exhibit 99.3

Exhibit 99.1

Graphic

Contacts:

PR/Media Inquiries:

Teresa Johnson

Merit Medical

Investor Inquiries:

Mike Piccinino, CFA, IRC

Westwicke - ICR

+1-801-208-4295

+1-443-213-0509

tjohnson@merit.com

Mike.piccinino@westwicke.com

FOR IMMEDIATE RELEASE

MERIT MEDICAL INTRODUCES “CONTINUED GROWTH INITIATIVES” PROGRAM AND

FINANCIAL TARGETS FOR THREE-YEAR PERIOD ENDING DECEMBER 31, 2026

SOUTH JORDAN, Utah, February 28, 2024 -- Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer and marketer of healthcare technology, today introduced its Continued Growth Initiatives Program and related financial targets for the three-year period ending December 31, 2026.

Merit’s new multi-year financial targets are:

Total revenue increase at a compound annual growth rate (CAGR) of 5% to 7% on an organic, constant currency, basis* for the three-year period ending December 31, 2026.
Non-GAAP operating margin* of 20.0% to 22.0% for the year ending December 31, 2026.
Cumulative free cash flow* generation of at least $400 million for the three-year period ending December 31, 2026.

* Organic revenue, organic revenue on a constant currency basis, non-GAAP operating margin and free cash flow are non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures is included under the heading “Non-GAAP Financial Measures” below. Merit does not provide financial targets for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking Non-GAAP financial measures to the most directly comparable GAAP reported financial measures because Merit is unable to predict with reasonable certainty the financial impact of items such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, the Company is unable to address the significance of the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reliably predict the impact of these items and Merit believes inclusion of a reconciliation of these forward-looking non-GAAP measures to their GAAP counterparts could be confusing to investors or cause undue reliance.


CONFERENCE CALL

Merit will discuss the Continued Growth Initiatives Program as part of its fourth quarter and full year 2023 financial results investor conference call today, Wednesday, February 28, 2024, at 5:00 p.m. Eastern (4:00 p.m. Central, 3:00 p.m. Mountain, and 2:00 p.m. Pacific). To access the conference call, please pre-register using the following link. A live webcast will also be available at merit.com.

Non-GAAP Financial Measures

Although Merit’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), Merit’s management believes that the non-GAAP financial measures referenced in this release provide investors with useful information regarding the underlying business trends and performance of Merit’s ongoing operations and can be useful for period-over-period comparisons of such operations. Non-GAAP financial measures used in this release include:

constant currency revenue;
constant currency revenue, organic;
non-GAAP operating margin; and
free cash flow.

Merit’s management team uses these non-GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating and financial results to prior periods, to evaluate changes in the results of its operating segments, and to measure and allocate financial resources internally. However, Merit’s management does not consider such non-GAAP measures in isolation or as an alternative to measures determined in accordance with GAAP.

Readers should consider non-GAAP measures used in this release in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures generally exclude some, but not all, items that may affect Merit’s net income. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded. Merit believes it is useful to exclude such items in the calculation of non-GAAP operating margin (as further illustrated in the descriptions below) because such amounts in any specific period may not directly correlate to the underlying performance of Merit’s business operations and can vary significantly between periods as a result of factors such as acquisition or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, corporate transformation expenses, governmental proceedings or changes in tax or industry regulations, and gains or losses on disposal of certain assets. Merit may incur similar types of expenses in the future, and the non-GAAP financial information included in this release should not be viewed as a statement or indication that these types of expenses will not recur. Additionally, the non-GAAP financial measures used in this release may not be comparable with similarly titled measures of other companies. Merit urges readers to review the definitions of its non-GAAP financial measures in relation to their most directly comparable GAAP financial measures included herein, and not to rely on any single financial measure to evaluate Merit’s business or results of operations.

Constant Currency Revenue

Merit’s constant currency revenue is prepared by converting the current-period reported revenue of subsidiaries whose functional currency is a currency other than the U.S. dollar at the applicable foreign exchange rates in effect during the comparable prior-year period and adjusting for the effects of hedging transactions on reported revenue, which are recorded in the U.S. dollar.

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Constant Currency Revenue, Organic

Merit’s constant currency revenue, organic, is defined as constant currency revenue (as defined above), less revenue from certain acquisitions.

Non-GAAP Operating Margin

Non-GAAP operating margin is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations, as well as other items. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by forecasted net sales.

Free Cash Flow

Free cash flow is defined as cash flow from operations calculated in accordance with GAAP, less capital expenditures for property and equipment calculated in accordance with GAAP, as set forth in the consolidated statement of cash flows.

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ABOUT MERIT

Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture, and distribution of proprietary disposable medical devices used in interventional, diagnostic, and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care, and endoscopy. Merit serves client hospitals worldwide with a domestic and international sales force and clinical support team totaling more than 700 individuals. Merit employs approximately 7,000 people worldwide.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this release which are not purely historical, including, without limitation, statements regarding Merit’s forecasted plans, revenues, operating income and margin (GAAP and non-GAAP), free cash flow and other financial measures, future growth and profit expectations or forecasted economic conditions, or the implementation of, and results which may be achieved through, Merit’s Continued Growth Initiatives Program or other expense reduction initiatives, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to risks and uncertainties such as those described in Merit’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) and other filings with the SEC. Such risks and uncertainties include inherent risks and uncertainties associated with Merit’s integration of products acquired from AngioDynamics, Inc. (“AngioDynamincs”) and its ability to achieve anticipated financial results, product development and other anticipated benefits of the AngioDynamics acquisition; uncertainties as to whether Merit will achieve sales, gross and operating margins, net income and earnings per share performance consistent with its forecasts associated with that acquisition; disruptions in Merit’s supply chain, manufacturing or sterilization processes; reduced availability of, and price increases associated with, commodity components and other raw materials; adverse changes in freight, shipping and transportation expenses; negative changes in economic and industry conditions in the United States or other countries, including inflation; risks relating to Merit’s potential inability to successfully manage growth through acquisitions generally, including the inability to effectively integrate acquired operations or products or commercialize technology developed internally or acquired through completed, proposed or future transactions; risks associated with Merit’s ongoing or prospective manufacturing transfers and facility consolidations; fluctuations in interest or foreign currency exchange rates; risks and uncertainties associated with Merit’s information technology systems, including the potential for breaches of security and evolving regulations regarding privacy and data protection; governmental scrutiny and regulation of the medical device industry, including governmental inquiries, investigations and proceedings involving Merit; consequences associated with a Corporate Integrity Agreement executed between Merit and the U.S. Office of Inspector General; difficulties, delays and expenditures relating to development, testing and regulatory approval or clearance of Merit’s products, including the pursuit of approvals under the E.U. Medical Device Regulation, and risks that such products may not be developed successfully or approved for commercial use; litigation and other judicial proceedings affecting Merit; the potential of fines, penalties or other adverse consequences if Merit’s employees or agents violate the U.S. Foreign Corrupt Practices Act or other laws or regulations; restrictions on Merit’s liquidity or business operations resulting from its debt agreements; infringement of Merit’s technology or the assertion that Merit’s technology infringes the rights of other parties; product recalls and product liability claims; changes in customer purchasing patterns or the mix of products Merit sells; laws and regulations targeting fraud and abuse in the healthcare industry; potential for significant adverse changes in governing regulations, including reforms to the procedures for approval or clearance of Merit’s products by the U.S. Food & Drug Administration or comparable regulatory authorities in other jurisdictions; changes in tax laws and regulations in the United States or other jurisdictions; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; concentration of a substantial portion of Merit’s revenues among a few products and procedures; development of new products and technology that could render Merit’s existing or future products obsolete; market acceptance of new products; dependance on distributors to commercialize Merit’s products in various jurisdictions outside the United States; volatility in the market price of Merit’s common stock; modification or limitation of governmental or private insurance reimbursement policies; changes in healthcare policies or markets related to healthcare reform initiatives; failure to comply with applicable environmental laws; changes in key personnel; work stoppage or transportation risks; failure to introduce products in a timely fashion; price and product competition; fluctuations in and obsolescence of inventory; and other factors referenced in the 2023 Annual Report and other materials filed with the SEC.

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All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Those estimates and all other forward-looking statements included in this document are made only as of the date of this document, and except as otherwise required by applicable law, Merit assumes no obligation to update or disclose revisions to estimates and all other forward-looking statements.

TRADEMARKS

Unless noted otherwise, trademarks and registered trademarks used in this release are the property of Merit Medical Systems, Inc., its subsidiaries, or its licensors.

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v3.24.0.1
Document and Entity Information
Feb. 28, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 28, 2024
Entity File Number 0-18592
Entity Registrant Name MERIT MEDICAL SYSTEMS INC
Entity Incorporation, State or Country Code UT
Entity Tax Identification Number 87-0447695
Entity Address, Address Line One 1600 West Merit Parkway
Entity Address, City or Town South Jordan
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84095
City Area Code 801
Local Phone Number 253-1600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, no par value
Trading Symbol MMSI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000856982
Amendment Flag false

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