0000856982falseMERIT MEDICAL SYSTEMS INC00008569822023-07-252023-07-25

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): July 25, 2023

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 July 25, 2023, the Company issued a press release announcing its operating and financial results for the quarter ended June 30, 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 July 25, 2023, the Company is conducting a conference call to discuss its operating and financial results for the quarter ended June 30, 2023. A live webcast and slide presentation will also be available for the conference call on the Company’s website. A copy of the slide presentation is furnished as Exhibit 99.2 to this report.

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 the Company under the Securities Act of 1933, as amended, or the Exchange Act.

The Company is making reference to non-GAAP financial information in both the press release and the conference call presentation. Reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are contained in the press release attached as Exhibit 99.1 to this report and the conference call presentation attached as Exhibit 99.2 to this report.

Item 9.01.   Financial Statements and Exhibits.

(d)            Exhibits

EXHIBIT NUMBER

    

DESCRIPTION

99.1

Press Release, dated July 25, 2023, entitled “Merit Medical Reports Results for Quarter Ended June 30, 2023” including unaudited financial information.

99.2

Conference Call Presentation.

104

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

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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: July 25, 2023

By:

/s/ Brian G. Lloyd

Brian G. Lloyd

Chief Legal Officer and Corporate Secretary

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Exhibit 99.1

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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
SECOND QUARTER JUNE 30, 2023

Q2 2023 reported revenue of $320.1 million, up 8.5% year-over-year
Q2 2023 constant currency revenue* up 9.4% year over year
Q2 2023 constant currency revenue, organic* up 9.1% year-over-year
Q2 2023 GAAP operating margin of 9.0%, compared to 7.9% in Q2 2022
Q2 2023 non-GAAP operating margin* of 19.9%, compared to 19.1% in Q2 2022
Q2 2023 GAAP EPS $0.35, compared to $0.27 in Q2 2022
Q2 2023 non-GAAP EPS* of $0.81, compared to $0.73 in Q2 2022

*  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, July 25, 2023 -- Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer and marketer of healthcare technology, today announced revenue of $320.1 million for the quarter ended June 30, 2023, an increase of 8.5% compared to the quarter ended June 30, 2022. Constant currency revenue, organic, for the second quarter of 2023 increased 9.1% compared to the prior year period.

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Merit’s revenue by operating segment and product category for the three and six-month periods ended June 30, 2023 and 2022 was as follows (unaudited; in thousands, except for percentages):

    

Three Months Ended

Reported

Constant Currency *

    

June 30, 

Impact of foreign

June 30, 

    

2023

    

2022

% Change

exchange

2023

% Change

Cardiovascular

Peripheral Intervention

 

$

125,909

$

110,955

13.5

%  

$

1,059

$

126,968

14.4

%  

Cardiac Intervention

 

 

93,775

 

89,574

4.7

%  

1,193

94,968

6.0

%  

Custom Procedural Solutions

 

 

49,384

 

49,093

0.6

%  

365

49,749

1.3

%  

OEM

 

 

42,207

 

37,048

13.9

%  

(81)

42,126

13.7

%  

Total

 

 

311,275

 

286,670

8.6

%  

2,536

313,811

9.5

%  

Endoscopy

Endoscopy Devices

 

 

8,781

 

8,306

5.7

%  

22

8,803

6.0

%  

Total

 

$

320,056

$

294,976

8.5

%  

$

2,558

$

322,614

9.4

%  

    

Six Months Ended

Reported

Constant Currency *

    

June 30, 

Impact of foreign

June 30, 

    

2023

    

2022

% Change

exchange

2023

% Change

Cardiovascular

Peripheral Intervention

 

$

239,692

$

216,728

10.6

%  

$

2,682

$

242,374

11.8

%  

Cardiac Intervention

 

 

179,103

 

171,061

4.7

%  

3,012

182,115

6.5

%  

Custom Procedural Solutions

 

 

97,085

 

95,355

1.8

%  

1,608

98,693

3.5

%  

OEM

 

 

83,371

 

70,462

18.3

%  

60

83,431

18.4

%  

Total

 

 

599,251

 

553,606

8.2

%  

7,362

606,613

9.6

%  

Endoscopy

Endoscopy Devices

 

 

18,370

 

16,785

9.4

%  

70

18,440

9.9

%  

Total

 

$

617,621

$

570,391

8.3

%  

$

7,432

$

625,053

9.6

%  

Merit’s GAAP gross margin for the second quarter of 2023 was 47.7%, compared to GAAP gross margin of 45.8% for the prior year period. Merit’s non-GAAP gross margin* for the second quarter of 2023 was 51.4%, compared to non-GAAP gross margin* of 49.3% for the second quarter of 2022.

Merit’s GAAP net income for the second quarter of 2023 was $20.2 million, or $0.35 per share, compared to GAAP net income of $15.3 million, or $0.27 per share, for the second quarter of 2022. Merit’s non-GAAP net income* for the second quarter of 2023 was $47.6 million, or $0.81 per share, compared to non-GAAP net income* of $42.3 million, or $0.73 per share, for the second quarter of 2022.

We delivered 9.1% constant currency, organic revenue growth in the second quarter of 2023, exceeding the high-end of our expectations,” said Fred P. Lampropoulos, Merit’s Chairman and Chief Executive Officer. “We also delivered significant year-over-year improvements in profitability with non-GAAP gross and operating margins of 51.4% and 19.9%, respectively, and solid year-over-year growth in both non-GAAP net income and non-GAAP earnings per share. We are confident in our team’s ability to deliver our financial guidance for fiscal year 2023 and continued progress in year three of our Foundations for Growth Program and the related financial targets for the three-year period ending December 31, 2023.”

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As of June 30, 2023, Merit had cash and cash equivalents of $72.1 million, total debt obligations of $340 million, and available borrowing capacity of approximately $507 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.

Updated Fiscal Year 2023 Financial Guidance

Based upon the information currently available to Merit’s management, for the year ending December 31, 2023, absent material acquisitions, non-recurring transactions or other factors beyond Merit’s current expectations, Merit now expects the following:

Revenue and Earnings Guidance*

    

Prior Year (As Reported)

Updated Guidance

Prior Guidance(1)

Year Ended

Year Ending

% Change

Year Ending

% Change

Financial Measure

December 31, 2022

December 31, 2023

Y/Y

December 31, 2023

Y/Y

Net Sales(2)

$1.151 billion

$1.230 - $1.244 billion

7% - 8%

$1.230 - $1.244 billion

7% - 8%

Cardiovascular Segment

$1.118 billion

$1.193 - $1.207 billion

7% - 8%

$1.192 - $1.206 billion

7% - 8%

Endoscopy Segment

$32.8 million

$36.8 - $37.0 million

12% - 13%

$37.8 - $38.1 million

15% - 16%

GAAP

  

  

  

Net Income

$74.5 million

$76 - $81 million

$87 - $92 million

Earnings Per Share

$1.29

$1.30 - $1.39

$1.49 - $1.57

Non-GAAP

  

  

  

Net Income

$155.8 million

$164 - $170 million

$164 - $170 million

Earnings Per Share

$2.70

$2.81 - $2.92

$2.81 - $2.92

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

2023 Net Sales Guidance - % Change from Prior Year (Constant Currency) Reconciliation*

Updated Guidance

Low

High

2023 Net Sales Guidance - % Change from Prior Year (GAAP)

6.9%

8.1%

Estimated impact of foreign currency exchange rate fluctuations

-0.4%

-0.4%

2023 Net Sales Guidance - % Change from Prior Year (Constant Currency)

7.3%

8.5%

*Percentage figures approximated and may not foot due to rounding

(1)“Prior Guidance” reflects Merit’s full-year 2023 financial guidance on a stand-alone basis previously introduced on April 26, 2023, plus the forecasted impacts, announced June 8, 2023, of the acquisition of the dialysis catheter portfolio and BioSentry® Biopsy Tract Sealant System from AngioDynamics, Inc. (“AngioDynamics”) and the acquisition of the Surfacer® Inside-Out® Access Catheter System from Bluegrass Vascular Technologies, Inc. (“BVT) from their respective closing dates through December 31, 2023.
(2)Net sales guidance for the twelve months ending December 31, 2023 continues to assume organic revenue in the range of $1.217 billion to $1.229 billion.

Merit’s financial guidance for the year ending December 31, 2023 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, Tuesday, July 25, 2023, 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.

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CONSOLIDATED BALANCE SHEETS

(in thousands)

    

June 30, 

    

2023

December 31, 

(Unaudited)

2022

ASSETS

 

  

 

  

Current Assets

 

  

 

  

Cash and cash equivalents

$

72,084

$

58,408

Trade receivables, net

 

170,990

 

164,677

Other receivables

 

12,634

 

12,992

Inventories

 

305,943

 

265,991

Prepaid expenses and other assets

 

24,971

 

22,324

Prepaid income taxes

 

3,920

 

3,913

Income tax refund receivables

 

4,365

 

779

Total current assets

 

594,907

 

529,084

Property and equipment, net

 

384,362

 

382,976

Intangible assets, net

 

355,112

 

275,872

Goodwill

 

381,767

 

359,821

Deferred income tax assets

 

6,492

 

6,599

Operating lease right-of-use assets

 

62,436

 

65,262

Other assets

 

52,492

 

44,352

Total Assets

$

1,837,568

$

1,663,966

LIABILITIES AND STOCKHOLDERS' EQUITY

 

  

 

  

Current Liabilities

 

  

 

  

Trade payables

$

61,761

$

68,504

Accrued expenses

 

110,662

 

123,189

Current portion of long-term debt

 

3,750

 

11,250

Current operating lease liabilities

 

11,531

 

11,005

Income taxes payable

 

2,299

 

6,697

Total current liabilities

 

190,003

 

220,645

Long-term debt

 

335,232

 

186,759

Deferred income tax liabilities

 

18,477

 

18,462

Long-term income taxes payable

 

347

 

347

Liabilities related to unrecognized tax benefits

 

1,912

 

1,912

Deferred compensation payable

 

16,418

 

15,264

Deferred credits

 

1,657

 

1,708

Long-term operating lease liabilities

 

56,599

 

59,736

Other long-term obligations

 

13,223

 

14,736

Total liabilities

 

633,868

 

519,569

Stockholders' Equity

 

  

 

  

Common stock

 

691,523

 

675,174

Retained earnings

 

521,721

 

480,773

Accumulated other comprehensive loss

 

(9,544)

 

(11,550)

Total stockholders' equity

 

1,203,700

 

1,144,397

Total Liabilities and Stockholders' Equity

$

1,837,568

$

1,663,966

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CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; in thousands except per share amounts)

    

Three Months Ended

    

Six Months Ended

June 30, 

June 30, 

    

2023

    

2022

    

2023

    

2022

Net sales

$

320,056

$

294,976

$

617,621

$

570,391

Cost of sales

 

167,274

 

159,909

 

326,477

 

314,417

Gross profit

 

152,782

 

135,067

 

291,144

 

255,974

Operating expenses:

 

  

 

  

 

  

 

  

Selling, general and administrative

 

100,927

 

85,487

 

191,071

 

169,502

Research and development

 

20,129

 

18,466

 

41,443

 

35,853

Impairment charges

 

270

 

 

270

 

1,672

Contingent consideration expense

 

1,094

 

1,187

 

1,615

 

3,787

Acquired in-process research and development

 

1,550

 

6,671

 

1,550

 

6,671

Total operating expenses

 

123,970

 

111,811

 

235,949

 

217,485

Income from operations

 

28,812

 

23,256

 

55,195

 

38,489

Other income (expense):

 

  

 

  

 

  

 

  

Interest income

 

221

 

96

 

352

 

201

Interest expense

 

(3,682)

 

(1,348)

 

(5,693)

 

(2,350)

Other income (expense) — net

 

(451)

 

(1,303)

 

546

 

(1,468)

Total other expense — net

 

(3,912)

 

(2,555)

 

(4,795)

 

(3,617)

Income before income taxes

 

24,900

 

20,701

 

50,400

 

34,872

Income tax expense

 

4,655

 

5,403

 

9,452

 

9,029

Net income

$

20,245

$

15,298

$

40,948

$

25,843

Earnings per common share

 

  

 

  

 

  

 

  

Basic

$

0.35

$

0.27

$

0.71

$

0.46

Diluted

$

0.35

$

0.27

$

0.70

$

0.45

Weighted average shares outstanding

 

  

 

  

 

  

 

  

Basic

 

57,537

 

56,691

 

57,445

 

56,642

Diluted

 

58,473

 

57,600

 

58,329

 

57,565

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands - unaudited)

Six Months Ended

June 30, 

    

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

$

40,948

$

25,843

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

 

  

 

  

Depreciation and amortization

 

42,316

 

40,902

Loss on disposition of business

 

1,254

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

 

328

 

1,733

Amortization of right-of-use operating lease assets

5,935

 

5,121

Adjustments related to contingent consideration liabilities

1,615

 

1,999

Acquired in-process research and development

1,550

6,671

Stock-based compensation expense

 

9,549

 

9,093

Other adjustments

5,087

360

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

 

(75,497)

 

(42,182)

Total adjustments

 

(9,117)

 

24,951

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

 

31,831

 

50,794

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

Capital expenditures for property and equipment

 

(18,556)

 

(16,763)

Cash paid in acquisitions, net of cash acquired

(138,349)

(4,712)

Other investing, net

(846)

(1,824)

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

(157,751)

(23,299)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Proceeds from issuance of common stock

9,463

3,244

Proceeds from issuance of long-term debt

141,812

3,125

Long-term debt issuance costs

(5,240)

Contingent payments related to acquisitions

 

(3,434)

 

(32,798)

Payment of taxes related to an exchange of common stock

 

(1,592)

 

(1,015)

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

 

141,009

 

(27,444)

Effect of exchange rates on cash

 

(1,497)

 

(2,564)

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

 

13,592

 

(2,513)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

 

  

 

  

Beginning of period

 

60,558

 

67,750

End of period

$

74,150

$

65,237

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

Cash and cash equivalents

72,084

63,003

Restricted cash reported in prepaid expenses and other current assets

2,066

2,234

Total cash, cash equivalents and restricted cash

$

74,150

$

65,237

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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 $2.6 million and $7.4 million to reported revenue for the three and six-month periods ended June 30, 2023, respectively, were calculated using the applicable average foreign exchange rates for the three and six-month periods ended June 30, 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),

7


less revenue from certain acquisitions. For the three and six-month periods ended June 30, 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 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 six-month periods ended June 30, 2023 and 2022. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of approximately $3.2 million and $2.7 million for the three-month periods ended June 30, 2023 and 2022, respectively and $5.8 and $6.1 for the six-month periods ended June 30, 2023 and 2022, respectively.

8


Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited; in thousands except per share amounts)

Three Months Ended

June 30, 2023

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

24,900

$

(4,655)

$

20,245

$

0.35

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

11,448

(2,753)

8,695

0.15

Inventory mark-up related to acquisitions

260

(62)

198

0.00

Operating Expenses

  

  

Contingent consideration expense

1,094

47

1,141

0.02

Impairment charges

270

270

0.00

Amortization of intangibles

1,965

(474)

1,491

0.03

Performance-based share-based compensation (a)

2,377

(340)

2,037

0.03

Corporate transformation and restructuring (b)

7,867

(1,888)

5,979

0.10

Acquisition-related

4,856

(1,166)

3,690

0.06

Medical Device Regulation expenses (c)

3,010

(722)

2,288

0.04

Other (d)

1,603

(385)

1,218

0.02

Other (Income) Expense

Amortization of long-term debt issuance costs

478

(115)

363

0.01

Non-GAAP net income

$

60,128

$

(12,513)

$

47,615

$

0.81

Diluted shares

 

  

 

  

 

  

 

58,473

Three Months Ended

June 30, 2022

Pre-Tax

Tax Impact

After-Tax

Per Share Impact

GAAP net income

    

$

20,701

    

$

(5,403)

    

$

15,298

    

$

0.27

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

10,500

(2,575)

7,925

0.14

Operating Expenses

  

  

Contingent consideration expense

1,187

(9)

1,178

0.02

Amortization of intangibles

1,588

(394)

1,194

0.02

Performance-based share-based compensation (a)

1,756

(219)

1,537

0.03

Corporate transformation and restructuring (b)

6,819

(1,664)

5,155

0.09

Acquisition-related

1,006

(246)

760

0.01

Medical Device Regulation expenses (c)

2,659

(651)

2,008

0.03

Other (d)

7,645

(1,814)

5,831

0.10

Other (Income) Expense

  

Amortization of long-term debt issuance costs

151

(37)

114

0.00

Loss on disposal of business unit

1,255

1,255

0.02

Non-GAAP net income

$

55,267

$

(13,012)

$

42,255

$

0.73

Diluted shares

 

  

 

  

 

  

 

57,600


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

9


Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited; in thousands except per share amounts)

Six Months Ended

June 30, 2023

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

50,400

$

(9,452)

$

40,948

$

0.70

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

Amortization of intangibles

22,064

(5,306)

16,758

 

0.29

Inventory mark-up related to acquisitions

260

(62)

198

0.00

Operating Expenses

  

  

Contingent consideration expense

1,615

2

1,617

 

0.03

Impairment charges

270

270

 

0.00

Amortization of intangibles

3,630

(876)

2,754

 

0.05

Performance-based share-based compensation (a)

3,664

(427)

3,237

0.06

Corporate transformation and restructuring (b)

11,413

(2,739)

8,674

 

0.15

Acquisition-related

5,111

(1,227)

3,884

 

0.07

Medical Device Regulation expenses (c)

6,668

(1,600)

5,068

 

0.09

Other (d)

1,637

(393)

1,244

0.02

Other (Income) Expense

 

Amortization of long-term debt issuance costs

629

(151)

478

 

0.01

Non-GAAP net income

$

107,361

$

(22,231)

$

85,130

$

1.46

Diluted shares

 

 

  

 

  

 

58,329

Six Months Ended

June 30, 2022

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

34,872

$

(9,029)

$

25,843

$

0.45

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

 

  

 

  

 

  

 

  

Amortization of intangibles

 

21,052

 

(5,162)

 

15,890

 

0.28

Operating Expenses

 

  

 

 

  

 

Contingent consideration expense

 

3,787

 

(17)

 

3,770

 

0.07

Impairment charges

1,672

(318)

1,354

0.02

Amortization of intangibles

 

3,195

 

(792)

 

2,403

 

0.04

Performance-based share-based compensation (a)

3,001

(343)

2,658

0.05

Corporate transformation and restructuring (b)

 

11,897

 

(2,906)

 

8,991

 

0.16

Acquisition-related

 

1,234

 

(302)

 

932

 

0.02

Medical Device Regulation expenses (c)

4,578

(1,121)

3,457

0.06

Other (d)

7,729

(1,835)

5,894

0.10

Other (Income) Expense

 

 

  

 

  

 

Amortization of long-term debt issuance costs

 

302

 

(74)

 

228

 

0.00

Loss on disposal of business unit

1,255

1,255

0.02

Non-GAAP net income

$

94,574

$

(21,899)

$

72,675

$

1.26

Diluted shares

 

 

  

 

  

 

57,565


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

10


Reconciliation of Reported Operating Income to Non-GAAP Operating Income

(Unaudited; in thousands except percentages)

Three Months Ended

Three Months Ended

Six Months Ended

Six Months Ended

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

Net Sales as Reported

$

320,056

$

294,976

$

617,621

$

570,391

GAAP Operating Income

28,812

9.0

%

23,256

7.9

%

55,195

8.9

%

38,489

6.7

%

Cost of Sales

Amortization of intangibles

11,448

3.6

%

10,500

3.6

%

22,064

3.6

%

21,052

3.7

%

Inventory mark-up related to acquisitions

260

0.1

%

260

0.0

%

Operating Expenses

Contingent consideration expense

1,094

0.3

%

1,187

0.4

%

1,615

0.3

%

3,787

0.7

%

Impairment charges

270

0.1

%

270

0.0

%

1,672

0.3

%

Amortization of intangibles

1,965

0.6

%

1,588

0.5

%

3,630

0.6

%

3,195

0.6

%

Performance-based share-based compensation (a)

2,377

0.7

%

1,756

0.6

%

3,664

0.6

%

3,001

0.5

%

Corporate transformation and restructuring (b)

7,867

2.5

%

6,819

2.3

%

11,413

1.8

%

11,897

2.1

%

Acquisition-related

4,856

1.5

%

1,006

0.3

%

5,111

0.8

%

1,234

0.2

%

Medical Device Regulation expenses (c)

3,010

0.9

%

2,659

0.9

%

6,668

1.1

%

4,578

0.8

%

Other (d)

1,603

0.5

%

7,645

2.6

%

1,637

0.3

%

7,729

1.4

%

Non-GAAP Operating Income

$

63,562

19.9

%

$

56,416

19.1

%

$

111,527

18.1

%

$

96,634

16.9

%


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

a)Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards.
b)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, and other transformation costs, including severance related to corporate initiatives.
c)Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation (“MDR”).
d)The 2023 periods include acquired in-process research and development charges of $1.6 million. The 2022 periods include acquired in-process research and development charges of $6.7 million and legal costs associated with a shareholder derivative proceeding.

11


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

Six Months Ended

June 30, 

June 30, 

    

% Change

    

2023

    

2022

    

% Change

    

2023

    

2022

Reported Revenue

 

8.5

%  

$

320,056

$

294,976

 

8.3

%  

$

617,621

$

570,391

Add: Impact of foreign exchange

 

 

2,558

 

 

 

7,432

 

Constant Currency Revenue (a)

 

9.4

%  

$

322,614

$

294,976

 

9.6

%  

$

625,053

$

570,391

Less: Revenue from certain acquisitions

(942)

(942)

Constant Currency Revenue, Organic (a)

9.1

%  

$

321,672

$

294,976

9.4

%  

$

624,111

$

570,391


(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.”

12


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

(Unaudited; as a percentage of reported revenue)

Three Months Ended

Six Months Ended

 

June 30, 

June 30, 

 

    

2023

    

2022

    

2023

    

2022

 

Reported Gross Margin

 

47.7

%  

45.8

%  

47.1

%  

44.9

%

Add back impact of:

 

  

 

  

 

  

 

  

Amortization of intangibles

 

3.6

%  

3.6

%  

3.6

%  

3.7

%

Inventory mark-up related to acquisitions

 

0.1

%  

%

0.0

%  

%

Non-GAAP Gross Margin

 

51.4

%  

49.3

%  

50.8

%  

48.6

%


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

13


ABOUT MERIT

Founded in 1987, Merit Medical Systems, Inc. is a leading global manufacturer and marketer of healthcare technology. Merit serves client hospitals worldwide with a domestic and international sales force and clinical support team totaling in excess of 700 individuals. Merit employs approximately 7,100 people worldwide with facilities in South Jordan, Utah; Pearland, Texas; Richmond, Virginia; Aliso Viejo, California; Maastricht and Venlo, The Netherlands; Paris, France; Galway, Ireland; Beijing, China; Tijuana, Mexico; Joinville, Brazil; Ontario, Canada; Melbourne, Australia; Tokyo, Japan; Reading, United Kingdom; Johannesburg, South Africa; and Singapore.

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) 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 or other expense reduction initiatives, or the development or commercialization of new products, 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, 2022 (the “2022 Annual Report”) and other filings with the SEC. Such risks and uncertainties include inherent risks and uncertainties relating to Merit’s internal models or the projections in this release; risks and uncertainties associated with Merit’s integration of products acquired from AngioDynamics and BVT and its ability to achieve anticipated financial results, product development and other anticipated benefits of the AngioDynamics and BVT acquisitions; uncertainties as to whether Merit will achieve sales, gross and operating margins, net income and earnings per share consistent with its forecasts associated with those acquisitions; 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 risks and uncertainties associated with the COVID-19 pandemic and Merit’s response thereto; and other factors referenced in the 2022 Annual Report and other materials filed with the SEC.

14


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. and its subsidiaries in the United States and other jurisdictions.

# # #

15


Exhibit 99.2

GRAPHIC

1 Merit Medical Investor Call July 25, 2023 Second 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), 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 or other expense reduction initiatives, or the development or commercialization of new products, 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, 2022 (the “2022 Annual Report”) and other filings with the SEC. Such risks and uncertainties include inherent risks and uncertainties relating to Merit’s internal models or the projections in this presentation; risks and uncertainties associated with Merit’s integration of products acquired from AngioDynamics, Inc. (“AngioDynamics”) and Bluegrass Vascular Technologies, Inc. (“BVT”) and its ability to achieve anticipated financial results, product development and other anticipated benefits of the AngioDynamics and BVT acquisitions; uncertainties as to whether Merit will achieve sales, gross and operating margins, net income and earnings per share consistent with its forecasts associated with those acquisitions; 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 risks and uncertainties associated with the COVID-19 pandemic and Merit’s response thereto; and other factors referenced in the 2022 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 used in this presentation are the property of Merit Medical Systems, Inc., in the United States and other jurisdictions. 3

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4 Q2 2023 Q2 2022 YTD 2023 YTD 2022 Revenue $320.1M $295.0M $617.6M $570.4M Gross Margin 47.7% 45.8% 47.1% 44.9% Operating Margin 9.0% 7.9% 8.9% 6.7% Net Income $20.2M $15.3M $40.9M $25.8M Earnings per Share $0.35 $0.27 $0.70 $0.45 Financial Summary GAAP 4

GRAPHIC

5 Q2 2023 Q2 2022 YTD 2023 YTD 2022 Revenue (constant currency, organic) † $321.7M $295.0M $624.1M $570.4M Gross Margin 51.4% 49.3% 50.8% 48.6% Operating Margin 19.9% 19.1% 18.1% 16.9% Net Income $47.6M $42.3M $85.1M $72.7M Earnings per Share $0.81 $0.73 $1.46 $1.26 Financial Summary Non-GAAP* 5 * 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.

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6 Revenue Breakdown – Q2 Region Q2 2023 Q2 2022 $ Change % Change CC % Change* U.S. $179,582 $164,674 $14,908 9.1% 8.8% APAC 68,713 61,995 6,718 10.8% 16.2% EMEA 59,623 56,694 2,929 5.2% 4.6% Rest of World 12,138 11,613 525 4.5% 4.6% Total International 140,474 130,302 10,172 7.8% 10.1% Total $320,056 $294,976 $25,080 8.5% 9.4% 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

GRAPHIC

7 Revenue Breakdown – YTD Region YTD 2023 YTD 2022 $ Change % Change CC % Change* U.S. $350,942 $317,666 $33,276 10.5% 9.8% APAC 126,249 122,481 3,768 3.1% 9.0% EMEA 117,676 108,683 8,993 8.3% 10.4% Rest of World 22,754 21,561 1,193 5.5% 5.9% Total International 266,679 252,725 13,954 5.5% 9.3% Total $617,621 $570,391 $47,230 8.3% 9.6% 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

GRAPHIC

8 Financial Metrics Metric Q2 2023 Q2 2022 YTD 2023 YTD 2022 Depreciation & Amortization $21.8M $20.4M $42.3M $40.9M Stock Comp (performance-based) 2.4M 1.8M 3.7M 3.0M Stock Comp (not performance-based) 3.2M 2.7M 5.8M 6.1M Operating Cash Flow 17.3M 38.8M 31.8M 50.8M Capital Expenditures-Property and Equipment 5.8M 7.2M 18.6M 16.8M 8

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9 (1)“Prior Guidance” reflects Merit’s full-year 2023 financial guidance on a stand-alone basis previously introduced on April 26, 2023, plus the forecasted impacts, announced June 8, 2023, of the acquisition of the dialysis catheter portfolio and BioSentry® Biopsy Tract Sealant System from AngioDynamics and the acquisition of the Surfacer® Inside-Out® Access Catheter System from BVT from their respective closing dates through December 31, 2023. (2) Net sales guidance for the twelve months ending December 31, 2023 continues to assume organic revenue in the range of $1.217 billion to $1.229 billion. Updated 2023 Financial Guidance Prior Year (As Reported) Year Ended Year Ending % Change Year Ending % Change Financial Measure December 31, 2022 December 31, 2023 Y/Y December 31, 2023 Y/Y Net Sales(2) $1.151 billion $1.230 - $1.244 billion 7% - 8% $1.230 - $1.244 billion 7% - 8% Cardiovascular Segment $1.118 billion $1.193 - $1.207 billion 7% - 8% $1.192 - $1.206 billion 7% - 8% Endoscopy Segment $32.8 million $36.8 - $37.0 million 12% - 13% $37.8 - $38.1 million 15% - 16% GAAP Net Income $74.5 million $76 - $81 million $87 - $92 million Earnings Per Share $1.29 $1.30 - $1.39 $1.49 - $1.57 Non-GAAP Net Income $155.8 million $164 - $170 million $164 - $170 million Earnings Per Share $2.70 $2.81 - $2.92 $2.81 - $2.92 Updated Guidance Prior Guidance(1) Low High 2023 Net Sales Guidance - % Change from Prior Year (GAAP) 6.9% 8.1% Estimated impact of foreign currency exchange rate fluctuations -0.4% -0.4% 2023 Net Sales Guidance - % Change from Prior Year (Constant Currency) 7.3% 8.5% Updated Guidance

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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. The constant currency revenue adjustments of $2.6 million and $7.4 million to reported revenue for the three and six-month periods ended June 30, 2023, respectively, were calculated using the applicable average foreign exchange rates for the three and six-month periods ended June 30, 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 six-month periods ended June 30, 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 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 six-month periods ended June 30, 2023 and 2022. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of $3.2 million and $2.7 million for the three-month periods ended June 30, 2023 and 2022, respectively, and $5.8 million and $6.1 million for the six-month periods ended June 30, 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 $ 24,900 $ (4,655) $ 20,245 $ 0.35 $ 20,701 $ (5,403) $ 15,298 $ 0.27 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 11,448 (2,753) 8,695 0.15 10,500 (2,575) 7,925 0.14 Inventory mark-up related to acquisitions 260 (62) 198 0.00 — — — — Operating Expenses Contingent consideration expense 1,094 47 1,141 0.02 1,187 (9) 1,178 0.02 Impairment charges 270 — 270 0.00 — — — — Amortization of intangibles 1,965 (474) 1,491 0.03 1,588 (394) 1,194 0.02 Performance-based share-based compensation (a) 2,377 (340) 2,037 0.03 1,756 (219) 1,537 0.03 Corporate transformation and restructuring (b) 7,867 (1,888) 5,979 0.10 6,819 (1,664) 5,155 0.09 Acquisition-related 4,856 (1,166) 3,690 0.06 1,006 (246) 760 0.01 Medical Device Regulation expenses (c) 3,010 (722) 2,288 0.04 2,659 (651) 2,008 0.03 Other (d) 1,603 (385) 1,218 0.02 7,645 (1,814) 5,831 0.10 Other (Income) Expense Amortization of long-term debt issuance costs 478 (115) 363 0.01 151 (37) 114 0.00 Loss on disposal of business unit — — — — 1,255 — 1,255 0.02 Non-GAAP net income $ 60,128 $ (12,513) $ 47,615 $ 0.81 $ 55,267 $ (13,012) $ 42,255 $ 0.73 Diluted shares 58,473 57,600 Three Months Ended Three Months Ended June 30, 2023 June 30, 2022 Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact

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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 $ 50,400 $ (9,452) $ 40,948 $ 0.70 $ 34,872 $ (9,029) $ 25,843 $ 0.45 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 22,064 (5,306) 16,758 0.29 21,052 (5,162) 15,890 0.28 Inventory mark-up related to acquisitions 260 (62) 198 0.00 — — — — Operating Expenses Contingent consideration expense 1,615 2 1,617 0.03 3,787 (17) 3,770 0.07 Impairment charges 270 — 270 0.00 1,672 (318) 1,354 0.02 Amortization of intangibles 3,630 (876) 2,754 0.05 3,195 (792) 2,403 0.04 Performance-based share-based compensation (a) 3,664 (427) 3,237 0.06 3,001 (343) 2,658 0.05 Corporate transformation and restructuring (b) 11,413 (2,739) 8,674 0.15 11,897 (2,906) 8,991 0.16 Acquisition-related 5,111 (1,227) 3,884 0.07 1,234 (302) 932 0.02 Medical Device Regulation expenses (c) 6,668 (1,600) 5,068 0.09 4,578 (1,121) 3,457 0.06 Other (d) 1,637 (393) 1,244 0.02 7,729 (1,835) 5,894 0.10 Other (Income) Expense Amortization of long-term debt issuance costs 629 (151) 478 0.01 302 (74) 228 0.00 Loss on disposal of business unit — — — — 1,255 — 1,255 0.02 Non-GAAP net income $ 107,361 $ (22,231) $ 85,130 $ 1.46 $ 94,574 $ (21,899) $ 72,675 $ 1.26 Diluted shares 58,329 57,565 Six Months Ended Six Months Ended June 30, 2023 June 30, 2022 Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact

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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 $ 320,056 $ 294,976 $ 617,621 $ 570,391 GAAP Operating Income 28,812 9.0 % 23,256 7.9 % 55,195 8.9 % 38,489 6.7 % Cost of Sales Amortization of intangibles 11,448 3.6 % 10,500 3.6 % 22,064 3.6 % 21,052 3.7 % Inventory mark-up related to acquisitions 260 0.1 % — — 260 0.0 % — — Operating Expenses Contingent consideration expense 1,094 0.3 % 1,187 0.4 % 1,615 0.3 % 3,787 0.7 % Impairment charges 270 0.1 % — — 270 0.0 % 1,672 0.3 % Amortization of intangibles 1,965 0.6 % 1,588 0.5 % 3,630 0.6 % 3,195 0.6 % Performance-based share-based compensation (a) 2,377 0.7 % 1,756 0.6 % 3,664 0.6 % 3,001 0.5 % Corporate transformation and restructuring (b) 7,867 2.5 % 6,819 2.3 % 11,413 1.8 % 11,897 2.1 % Acquisition-related 4,856 1.5 % 1,006 0.3 % 5,111 0.8 % 1,234 0.2 % Medical Device Regulation expenses (c) 3,010 0.9 % 2,659 0.9 % 6,668 1.1 % 4,578 0.8 % Other (d) 1,603 0.5 % 7,645 2.6 % 1,637 0.3 % 7,729 1.4 % Non-GAAP Operating Income $ 63,562 19.9 % $ 56,416 19.1 % $ 111,527 18.1 % $ 96,634 16.9 % Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Amounts % Sales Amounts % Sales Amounts % Sales Amounts % Sales

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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 performance-based share-based compensation expense, including stock-settled and cash-settled awards. b) 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, and other transformation costs, including severance related to corporate initiatives. c) Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation (“MDR”). d) The 2023 periods include acquired in-process research and development charges of $1.6 million. The 2022 periods include acquired in-process research and development charges of $6.7 million and legal costs associated with a shareholder derivative proceeding.

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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 8.5 % $ 320,056 $ 294,976 8.3 % $ 617,621 $ 570,391 Add: Impact of foreign exchange 2,558 — 7,432 — Constant Currency Revenue (a) 9.4 % $ 322,614 $ 294,976 9.6 % $ 625,053 $ 570,391 Less: Revenue from certain acquisitions — (942) (942) — Constant Currency Revenue, Organic (a) 9.1 % $ 321,672 $ 294,976 9.4 % $ 624,111 $ 570,391 Three Months Ended Six Months Ended June 30, June 30, 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. 2023 2022 2023 2022 Reported Gross Margin 47.7 % 45.8 % 47.1 % 44.9 % Add back impact of: Amortization of intangibles 3.6 % 3.6 % 3.6 % 3.7 % Inventory mark-up related to acquisitions 0.1 % — % 0.0 % — % Non-GAAP Gross Margin 51.4 % 49.3 % 50.8 % 48.6 % Three Months Ended Six Months Ended June 30, June 30,

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v3.23.2
Document and Entity Information
Jul. 25, 2023
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Jul. 25, 2023
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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