株探米国株
日本語 英語
エドガーで原本を確認する
0000856982falseMERIT MEDICAL SYSTEMS INC00008569822024-10-302024-10-30

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): October 30, 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 October 30, 2024, Merit Medical Systems, Inc. (“Merit”) issued a press release announcing its operating and financial results for the quarter ended September 30, 2024. 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 October 30, 2024, Merit is conducting a conference call to discuss its operating and financial results for the quarter ended September 30, 2024. 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 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 release announcing its operating and financial results and the conference call presentation. Reconciliations of certain of these non-GAAP financial measures to the comparable GAAP financial measures are included in the press release and conference call presentation attached as Exhibit 99.1 and 99.2, respectively, 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, 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 October 30, 2024, entitled “Merit Medical Reports Third Quarter 2024 Results and Raises Full-Year Guidance” 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.

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: October 30, 2024

By:

/s/ Brian G. Lloyd

Brian G. Lloyd

Chief Legal Officer and Corporate Secretary

3

EX-99.1 2 mmsi-20241030xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

Contacts:

PR/Media Inquiries:

Sarah Comstock

Merit Medical

Investor Inquiries:

Mike Piccinino, CFA, IRC

Westwicke – ICR

+1-801-432-2864

+1-443-213-0509

sarah.comstock@merit.com

mike.piccinino@westwicke.com

FOR IMMEDIATE RELEASE

MERIT MEDICAL REPORTS THIRD QUARTER 2024 RESULTS AND RAISES FULL-YEAR GUIDANCE

Third Quarter 2024 Highlights†

Reported revenue of $339.8 million, up 7.8%
Constant currency revenue* and constant currency revenue, organic* up 7.9% and up 5.7%, respectively
GAAP operating margin of 11.0%, compared to 11.1% in prior year period
Non-GAAP operating margin* of 19.2%, compared to 17.4% in prior year period
GAAP EPS $0.48, up 8.0%, and non-GAAP EPS* $0.86, up 21.1%
Generated free cash flow* $120 million over the first nine months of 2024, up 116% year-over-year
Completed the acquisition of certain assets from EndoGastric Solutions, Inc., which included the EsophyX® Z+, a device intended for the treatment of chronic gastroesophageal reflux disease
Announced positive 6-month findings from a pivotal trial relating to the WrapsodyTM Cell-Impermeable Endoprosthesis** device, which is intended to extend long-term vessel patency in dialysis patients
Entered into an asset purchase agreement for the acquisition of the lead management portfolio of medical devices and certain related assets from Cook Medical Holdings LLC; closing of the acquisition is expected to occur on November 1, 2024

† Comparisons noted in the bullet points are calculated for the current quarter compared with the third quarter of 2023 unless otherwise specified. Amounts in this presentation are rounded while percentages are calculated from the underlying amounts.

* 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 EPS; and free cash flow figures (used here and below) 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.

** The WRAPSODY Cell-Impermeable Endoprosthesis device is not approved or available for commercial distribution in the United States. For additional information, see the heading “WRAPSODY Cell-Impermeable Endoprosthesis” below.

1


SOUTH JORDAN, Utah, October 30, 2024 -- Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer and marketer of healthcare technology, today announced revenue of $339.8 million for the quarter ended September 30, 2024, an increase of 7.8% compared to the quarter ended September 30, 2023. Constant currency revenue for the third quarter of 2024 increased 7.9% compared to the prior year period and increased 5.7% compared to the prior year period on a constant currency revenue, organic, basis.

“We delivered better-than-expected financial results in the third quarter, reflecting continued strong execution,” said Fred P. Lampropoulos, Merit’s Chairman and Chief Executive Officer. “Our constant currency, organic, revenue and our constant currency total revenue modestly exceeded the high-end of our expectations in the third quarter. We delivered impressive year-over-year improvements in our non-GAAP operating margin and our non-GAAP earnings per share, which increased 180 basis points and 21%, respectively, year-over-year. We also delivered strong free cash flow generation in the third quarter and have generated more than $120 million over the first nine months of 2024, representing an increase of 116% year-over-year.”

Mr. Lampropoulos continued: “We are confident in our team’s ability to deliver our financial guidance for fiscal year 2024, which we have updated to reflect the stronger-than-expected organic growth and profitability results to-date. Our updated guidance continues to assume the forecasted impacts from the acquisition of EndoGastric Solutions on July 1, 2024 and the projected impacts from our acquisition of assets from Cook Medical announced on September 17, 2024 following the expected closing date of November 1, 2024. We are focused on delivering continued strong execution, stable constant currency growth, improving profitability and solid free cash flow in 2024, as well as continued progress in our Continued Growth Initiatives Program and related financial targets for the three-year period ending December 31, 2026.”

Merit’s revenue by operating segment and product category for the three and nine-month periods ended September 30, 2024 and 2023 was as follows (unaudited; in thousands, except for percentages):

    

Three Months Ended

Reported

Constant Currency *

    

September 30, 

Impact of foreign

September 30, 

    

2024

    

2023

% Change

exchange

2024

% Change

Cardiovascular

Peripheral Intervention

 

$

137,932

$

128,385

7.4

%  

$

303

$

138,235

7.7

%  

Cardiac Intervention

 

 

90,769

 

89,106

1.9

%  

(19)

90,750

1.8

%  

Custom Procedural Solutions

 

 

50,768

 

48,624

4.4

%  

4

50,772

4.4

%  

OEM

 

 

43,386

 

39,969

8.5

%  

(21)

43,365

8.5

%  

Total

 

 

322,855

 

306,084

5.5

%  

267

323,122

5.6

%  

Endoscopy

Endoscopy Devices

 

 

16,990

 

9,146

85.8

%  

14

17,004

85.9

%  

Total

 

$

339,845

$

315,230

7.8

%  

$

281

$

340,126

7.9

%  

    

Nine Months Ended

Reported

Constant Currency *

    

September 30, 

Impact of foreign

September 30, 

    

2024

    

2023

% Change

exchange

2024

% Change

Cardiovascular

Peripheral Intervention

 

$

411,805

$

368,077

11.9

%  

$

1,700

$

413,505

12.3

%  

Cardiac Intervention

 

 

275,320

 

268,209

2.7

%  

2,186

277,506

3.5

%  

Custom Procedural Solutions

 

 

149,978

 

145,709

2.9

%  

1,042

151,020

3.6

%  

OEM

 

 

126,941

 

123,340

2.9

%  

2

126,943

2.9

%  

Total

 

 

964,044

 

905,335

6.5

%  

4,930

968,974

7.0

%  

Endoscopy

Endoscopy Devices

 

 

37,312

 

27,516

35.6

%  

76

37,388

35.9

%  

Total

 

$

1,001,356

$

932,851

7.3

%  

$

5,006

$

1,006,362

7.9

%  

2


Merit’s GAAP gross margin for the third quarter of 2024 was 46.4%, compared to GAAP gross margin of 45.1% for the third quarter of 2023. Merit’s non-GAAP gross margin* for the third quarter of 2024 was 50.9%, compared to non-GAAP gross margin* of 49.8% for the third quarter of 2023.

Merit’s GAAP net income for the third quarter of 2024 was $28.4 million, or $0.48 per share, compared to GAAP net income of $25.8 million, or $0.44 per share, for the third quarter of 2023. Merit’s non-GAAP net income* for the third quarter of 2024 was $51.2 million, or $0.86 per share, compared to non-GAAP net income* of $41.4 million, or $0.71 per share, for the third quarter of 2023.

As of September 30, 2024, Merit had cash and cash equivalents of $523.1 million, total debt obligations of $770.5 million, and had issued letter of credit guarantees of $2.4 million, with additional available borrowings of approximately $697 million under the Amended Fourth A&R Credit Agreement, compared to cash and cash equivalents of $587 million, total debt obligations of $846.6 million, and had issued letter of credit guarantees of $2.7 million under the Amended Fourth A&R Credit Agreement, with additional available borrowings of approximately $626 million as of December 31, 2023.

Updated Fiscal Year 2024 Financial Guidance

Based upon the information currently available to Merit’s management, for the year ending December 31, 2024, after giving effect to the projected contribution of the assets Merit proposes to acquire from Cook Medical Holdings LLC (“Cook Medical”), assuming the proposed acquisition closes on or about November 1, 2024, and absent material acquisitions, non-recurring transactions or other factors beyond Merit’s current expectations, Merit anticipates the following financial results:

Revenue and Earnings Guidance*

    

Updated Guidance(1)

Prior Guidance(2)

Financial Measure

Year Ending

% Change

Year Ending

% Change

December 31, 2024

Y/Y

December 31, 2024

Y/Y

Net Sales

$1.344 - $1.352 billion

6.9% - 7.6%

$1.339 - $1.351 billion

6.5% - 7.5%

Cardiovascular Segment

$1.289 - $1.296 billion

5.6% - 6.2%

$1.285 - $1.295 billion

5.3% - 6.1%

Endoscopy Segment

$55 - $56 million

49% - 52%

$54 - $56 million

45% - 52%

Non-GAAP

  

  

Earnings Per Share

$3.33 - $3.38

17% - 19%

$3.25 - $3.34

14% - 17%

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

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

Updated Guidance(1)

Prior Guidance(2)

Low

High

Low

High

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

6.9%

7.6%

6.5%

7.5%

Estimated impact of foreign currency exchange rate fluctuations

0.6%

0.6%

0.7%

0.7%

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

7.4%

8.1%

7.2%

8.2%

*Percentage figures approximated and may not foot due to rounding

(1) “Updated Guidance” reflects Merit’s updated full-year 2024 financial guidance as of October 30, 2024, and continues to include the projected impacts of the proposed acquisition of assets from Cook Medical from a projected closing date of November 1, 2024 through December 31, 2024, previously announced on September 17, 2024.
(2) “Prior Guidance” reflects Merit’s full-year 2024 financial guidance, previously introduced on August 1, 2024, plus the projected impacts from a projected closing date of November 1, 2024 through December 31, 2024 of the proposed acquisition of assets from Cook Medical announced on September 17, 2024.

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 various items which could impact Merit’s future financial results, 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 employee termination benefits, performance-based stock compensation 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, October 30, 2024, at 5:00 p.m., Eastern Time. 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.

WRAPSODY CELL-IMPERMEABLE ENDOPROSTHESIS

The Merit WRAPSODY Cell-Impermeable Endoprosthesis is not approved or available for commercial distribution in the United States and may not be approved or available for sale or use in other countries. In the United States, the device is being used under an Investigational Device Exemption from the US Food and Drug Administration (FDA). Findings from the WRAPSODY Arteriovenous Access Efficacy (WAVE) pivotal trial expand on results from the first-in-human study (WRAPSODY FIRST) and support the Premarket Approval application to the FDA for commercial use in the United States. The device is available in Brazil and in the European Union. For additional information on Merit’s WAVE study, please visit: https://clinicaltrials.gov/ct2/show/NCT04540302.

4


CONSOLIDATED BALANCE SHEETS

(in thousands)

    

September 30, 

    

2024

December 31, 

(Unaudited)

2023

ASSETS

 

  

 

  

Current Assets

 

  

 

  

Cash and cash equivalents

$

523,128

$

587,036

Trade receivables, net

 

189,831

 

177,885

Other receivables

 

15,325

 

10,517

Inventories

 

310,527

 

303,871

Prepaid expenses and other assets

 

27,105

 

24,286

Prepaid income taxes

 

4,216

 

4,016

Income tax refund receivables

 

8,185

 

859

Total current assets

 

1,078,317

 

1,108,470

Property and equipment, net

 

389,653

 

383,523

Intangible assets, net

 

372,164

 

325,883

Goodwill

 

399,448

 

382,240

Deferred income tax assets

 

7,253

 

7,288

Operating lease right-of-use assets

 

68,867

 

63,047

Other assets

 

62,382

 

54,793

Total Assets

$

2,378,084

$

2,325,244

LIABILITIES AND STOCKHOLDERS' EQUITY

 

  

 

  

Current Liabilities

 

  

 

  

Trade payables

$

60,808

$

65,944

Accrued expenses

 

127,255

 

120,447

Current operating lease liabilities

 

11,469

 

12,087

Income taxes payable

 

1,547

 

5,086

Total current liabilities

 

201,079

 

203,564

Long-term debt

 

750,505

 

823,013

Deferred income tax liabilities

 

5,571

 

5,547

Long-term income taxes payable

 

347

 

347

Liabilities related to unrecognized tax benefits

 

1,912

 

1,912

Deferred compensation payable

 

19,218

 

17,167

Deferred credits

 

1,527

 

1,605

Long-term operating lease liabilities

 

57,178

 

56,259

Other long-term obligations

 

17,341

 

13,830

Total liabilities

 

1,054,678

 

1,123,244

Stockholders' Equity

 

  

 

  

Common stock

 

669,207

 

638,150

Retained earnings

 

667,594

 

575,184

Accumulated other comprehensive loss

 

(13,395)

 

(11,334)

Total stockholders' equity

 

1,323,406

 

1,202,000

Total Liabilities and Stockholders' Equity

$

2,378,084

$

2,325,244

5


CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands except per share amounts)

    

Three Months Ended

    

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Net sales

$

339,845

$

315,230

$

1,001,356

$

932,851

Cost of sales

 

182,310

 

173,031

 

531,006

 

499,508

Gross profit

 

157,535

 

142,199

 

470,350

 

433,343

Operating expenses:

 

  

 

  

 

  

 

  

Selling, general and administrative

 

99,644

 

86,854

 

288,657

 

277,925

Research and development

 

20,527

 

19,646

 

62,272

 

61,089

Impairment charges

 

 

 

 

270

Contingent consideration expense

 

103

 

562

 

292

 

2,177

Acquired in-process research and development

 

 

 

 

1,550

Total operating expenses

 

120,274

 

107,062

 

351,221

 

343,011

Income from operations

 

37,261

 

35,137

 

119,129

 

90,332

Other income (expense):

 

  

 

  

 

  

 

  

Interest income

 

6,652

 

181

 

21,489

 

533

Interest expense

 

(7,501)

 

(4,841)

 

(23,226)

 

(10,534)

Other income (expense) — net

 

245

 

(255)

 

(544)

 

291

Total other expense — net

 

(604)

 

(4,915)

 

(2,281)

 

(9,710)

Income before income taxes

 

36,657

 

30,222

 

116,848

 

80,622

Income tax expense

 

8,213

 

4,388

 

24,438

 

13,840

Net income

$

28,444

$

25,834

$

92,410

$

66,782

Earnings per common share

 

  

 

  

 

  

 

  

Basic

$

0.49

$

0.45

$

1.59

$

1.16

Diluted

$

0.48

$

0.44

$

1.57

$

1.14

Weighted average shares outstanding

 

  

 

  

 

  

 

  

Basic

 

58,231

 

57,682

 

58,110

 

57,525

Diluted

 

59,537

 

58,375

 

58,948

 

58,345

6


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Nine Months Ended

September 30, 

    

2024

    

2023

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

$

92,410

$

66,782

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

 

  

 

  

Depreciation and amortization

 

74,093

 

66,359

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

 

401

 

461

Amortization of right-of-use operating lease assets

9,043

 

8,621

Fair value adjustments related to contingent consideration liabilities

292

 

2,177

Acquired in-process research and development

1,550

Stock-based compensation expense

 

18,958

 

15,346

Other adjustments

4,569

5,427

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

 

(47,711)

 

(83,823)

Total adjustments

 

59,645

 

16,118

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

 

152,055

 

82,900

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

Capital expenditures for property and equipment

 

(31,668)

 

(27,151)

Issuance of note receivables

(6,662)

Cash paid in acquisitions and investments, net of cash acquired

(113,743)

(138,278)

Other investing, net

(2,133)

(1,575)

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

(154,206)

(167,004)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Proceeds from issuance of common stock

15,424

11,446

Proceeds from (payments on) long-term debt

(76,063)

88,875

Long-term debt issuance costs

(5,240)

Contingent payments related to acquisitions

 

(209)

 

(3,502)

Payment of taxes related to an exchange of common stock

 

(1,592)

 

(5,123)

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

 

(62,440)

 

86,456

Effect of exchange rates on cash

 

724

 

(2,181)

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

 

(63,867)

 

171

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

 

  

 

  

Beginning of period

 

589,144

 

60,558

End of period

$

525,277

$

60,729

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

Cash and cash equivalents

523,128

58,673

Restricted cash reported in prepaid expenses and other current assets

2,149

2,056

Total cash, cash equivalents and restricted cash

$

525,277

$

60,729

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 may 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 employee termination benefits, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, 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 $0.3 million and $5.0 million to reported revenue for the three and nine-month periods ended September 30, 2024, respectively, were calculated using the applicable average foreign exchange rates for the three and nine-month periods ended September 30, 2023.

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-month period ended September 30, 2024, Merit’s constant currency revenue, organic, excludes revenues attributable to assets acquired from EndoGastric Solutions, Inc. (“EGS”) in July 2024. For the nine-month period ended September 30, 2024, Merit’s constant currency revenue, organic, excludes revenues attributable to assets acquired from EGS in July 2024 as well as 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 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 employee termination benefits, performance-based stock compensation 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 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 nine-month periods ended September 30, 2024 and 2023. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of approximately $3.1 million and $3.4 million for the three-month periods ended September 30, 2024 and 2023, respectively and $9.6 million and $9.2 million for the nine-month periods ended September 30, 2024 and 2023, respectively.

9


Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited, in thousands except per share amounts)

Three Months Ended

September 30, 2024

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

36,657

$

(8,213)

$

28,444

$

0.48

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

14,896

(3,522)

11,374

0.19

Inventory mark-up related to acquisitions

559

(132)

427

0.01

Operating Expenses

  

  

Contingent consideration expense

103

(6)

97

0.00

Amortization of intangibles

2,038

(482)

1,556

0.03

Performance-based share-based compensation (b)

3,736

(609)

3,127

0.05

Corporate restructuring (c)

2,084

(492)

1,592

0.03

Acquisition-related

2,351

(555)

1,796

0.03

Medical Device Regulation expenses (d)

1,983

(468)

1,515

0.03

Other (e)

125

(30)

95

0.00

Other (Income) Expense

Amortization of long-term debt issuance costs

1,477

(349)

1,128

0.02

Non-GAAP net income

$

66,009

$

(14,858)

$

51,151

$

0.86

Diluted shares

 

  

 

  

 

  

 

59,537

Three Months Ended

September 30, 2023 (a)

Pre-Tax

Tax Impact

After-Tax

Per Share Impact

GAAP net income

    

$

30,222

    

$

(4,388)

    

$

25,834

    

$

0.44

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

13,120

(3,154)

9,966

0.17

Inventory mark-up related to acquisitions

1,741

(418)

1,323

0.02

Operating Expenses

  

  

Contingent consideration expense

562

(123)

439

0.01

Amortization of intangibles

2,329

(560)

1,769

0.03

Performance-based share-based compensation (b)

2,403

(344)

2,059

0.04

Acquisition-related

107

(26)

81

0.00

Medical Device Regulation expenses (d)

2,444

(587)

1,857

0.03

Other (e)

(2,946)

707

(2,239)

(0.04)

Other (Income) Expense

  

Amortization of long-term debt issuance costs

425

(102)

323

0.01

Non-GAAP net income

$

50,407

$

(8,995)

$

41,412

$

0.71

Diluted shares

 

  

 

  

 

  

 

58,375


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)

Nine Months Ended

September 30, 2024 (a)

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

116,848

$

(24,438)

$

92,410

$

1.57

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

Amortization of intangibles

40,827

(9,654)

31,173

 

0.53

Inventory mark-up related to acquisitions

559

(132)

427

0.01

Operating Expenses

  

  

Contingent consideration expense

292

(31)

261

 

0.00

Amortization of intangibles

5,546

(1,312)

4,234

 

0.07

Performance-based share-based compensation (b)

9,396

(1,466)

7,930

0.13

Corporate restructuring (c)

2,030

(479)

1,551

 

0.03

Acquisition-related

3,610

(852)

2,758

 

0.05

Medical Device Regulation expenses (d)

6,120

(1,445)

4,675

 

0.08

Other (e)

302

(72)

230

0.00

Other (Income) Expense

 

Amortization of long-term debt issuance costs

4,431

(1,046)

3,385

 

0.06

Non-GAAP net income

$

189,961

$

(40,927)

$

149,034

$

2.53

Diluted shares

 

 

  

 

  

 

58,948

Nine Months Ended

September 30, 2023 (a)

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

80,622

$

(13,840)

$

66,782

$

1.14

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

 

  

 

  

 

  

 

  

Amortization of intangibles

 

35,184

(8,460)

 

26,724

 

0.46

Inventory mark-up related to acquisitions

 

2,001

(480)

 

1,521

 

0.03

Operating Expenses

 

 

  

 

Contingent consideration expense

 

2,177

(121)

 

2,056

 

0.04

Impairment charges

270

270

0.00

Amortization of intangibles

 

5,959

(1,436)

 

4,523

 

0.08

Performance-based share-based compensation (b)

6,067

(771)

5,296

0.09

Corporate restructuring (c)

 

7,203

(1,729)

 

5,474

 

0.09

Acquisition-related

 

5,218

(1,253)

 

3,965

 

0.07

Medical Device Regulation expenses (d)

9,112

(2,187)

6,925

0.12

Other (e)

(1,309)

314

(995)

(0.02)

Other (Income) Expense

 

 

  

 

Amortization of long-term debt issuance costs

 

1,054

(253)

 

801

 

0.01

Non-GAAP net income

$

153,558

$

(30,216)

$

123,342

$

2.11

Diluted shares

 

 

  

 

  

 

58,345


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

Nine Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023 (a)

September 30, 2024 (a)

September 30, 2023 (a)

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

Net Sales as Reported

$

339,845

$

315,230

$

1,001,356

$

932,851

GAAP Operating Income

37,261

11.0

%

35,137

11.1

%

119,129

11.9

%

90,332

9.7

%

Cost of Sales

Amortization of intangibles

14,896

4.4

%

13,120

4.2

%

40,827

4.1

%

35,184

3.8

%

Inventory mark-up related to acquisitions

559

0.2

%

1,741

0.6

%

559

0.1

%

2,001

0.2

%

Operating Expenses

Contingent consideration expense

103

0.0

%

562

0.2

%

292

0.0

%

2,177

0.2

%

Impairment charges

270

0.0

%

Amortization of intangibles

2,038

0.6

%

2,329

0.7

%

5,546

0.6

%

5,959

0.6

%

Performance-based share-based compensation (b)

3,736

1.1

%

2,403

0.8

%

9,396

0.9

%

6,067

0.7

%

Corporate restructuring (c)

2,084

0.6

%

2,030

0.2

%

7,203

0.8

%

Acquisition-related

2,351

0.7

%

107

0.0

%

3,610

0.4

%

5,218

0.6

%

Medical Device Regulation expenses (d)

1,983

0.6

%

2,444

0.8

%

6,120

0.6

%

9,112

1.0

%

Other (e)

125

0.0

%

(2,946)

(0.9)

%

302

0.0

%

(1,309)

(0.1)

%

Non-GAAP Operating Income

$

65,136

19.2

%

$

54,897

17.4

%

$

187,811

18.8

%

$

162,214

17.4

%


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

(a) Beginning in the second quarter of 2024, consulting expenses associated with initiatives conducted under our Foundations for Growth Program (“FFG Program”) are not adjusted as part of our non-GAAP financial measures. As a result, our non-GAAP financial measures for prior periods have been recast for comparability. For the three-month period ended September 30, 2023, our non-GAAP financial measures have been updated to no longer adjust $2.8 million for consulting fees under our FFG Program and the related income tax effect. For the nine-month periods ended September 30, 2024 and 2023, our non-GAAP financial measures have been updated to no longer adjust $1.0 million and $7.0 million, respectively, for consulting fees under our FFG Program and the related income tax effects. As of December 31, 2023, we completed the final year of our FFG Program.
(b) Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards.
(c) Includes $2.1 million and $2.0 million for the three and nine-month periods ended September 30, 2024, respectively, for employee termination benefits associated with activities related to corporate restructuring initiatives primarily for the integration of our acquisition of EGS. For the nine-month period ended September 30, 2023, includes employee termination benefits associated with restructuring activities related to corporate initiatives of $2.9 million and includes $4.3 million for the write-off of other long-term assets associated with the divestiture or exit of certain businesses or product lines.
(d) Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation (“MDR”).
(e) Represents costs to comply with our corporate integrity agreement with the U.S. Department of Justice (the “DOJ”). The three and nine-month periods ended September 30, 2023 also include an insurance reimbursement of approximately $(3.0) million for costs incurred in responding to an inquiry by the DOJ which was settled in 2020. The nine-month period ended September 30, 2023 also includes acquired in-process research and development charges of $1.6 million.

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

Nine Months Ended

September 30, 

September 30, 

    

% Change

    

2024

    

2023

    

% Change

    

2024

    

2023

Reported Revenue

 

7.8

%  

$

339,845

$

315,230

 

7.3

%  

$

1,001,356

$

932,851

Add: Impact of foreign exchange

 

 

281

 

 

 

5,006

 

Constant Currency Revenue (a)

 

7.9

%  

$

340,126

$

315,230

 

7.9

%  

$

1,006,362

$

932,851

Less: Revenue from certain acquisitions

(6,805)

(18,368)

Constant Currency Revenue, Organic (a)

5.7

%  

$

333,321

$

315,230

5.9

%  

$

987,994

$

932,851


(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

Nine Months Ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

 

Reported Gross Margin

 

46.4

%  

45.1

%  

47.0

%  

46.5

%

Add back impact of:

 

  

 

  

 

  

 

  

Amortization of intangibles

 

4.4

%  

4.2

%  

4.1

%  

3.8

%

Inventory mark-up related to acquisitions

 

0.2

%  

0.6

%

0.1

%  

0.2

%

Non-GAAP Gross Margin

50.9

%  

49.8

%  

51.1

%  

50.4

%  


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

ABOUT MERIT

Founded in 1987, Merit is engaged in the development, manufacture, and distribution of proprietary medical devices used in interventional, diagnostic, and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care, and endoscopy. Merit serves customers worldwide with a domestic and international sales force and clinical support team totaling more than 700 individuals. Merit employs approximately 7,200 people worldwide.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Forward-looking statements include, among others:

statements that are not purely historical, including, without limitation, statements regarding Merit’s forecasted plans, revenues, net sales, gross profit and margin (GAAP and non-GAAP), operating income and margin (GAAP and non-GAAP), net income (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 Continued Growth Initiatives Program or other expense reduction initiatives; and
statements proceeded or followed by, or that include the words, “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “target,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology.

Forward-looking statements contained in this release are based on management’s current expectations and assumptions regarding future events or outcomes, all of which 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.

14


While the following list is not comprehensive, such risks and uncertainties include inherent risks and uncertainties associated with Merit’s proposed acquisition of Cook Medical’s lead management portfolio, Merit’s integration of products acquired from EGS and proposed to be acquired from Cook Medical, Merit’s ability to achieve anticipated financial results, product development and other anticipated benefits of the EGS acquisition and the proposed acquisition of the lead management portfolio and associated operations of Cook Medical; 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 those completed and proposed acquisitions; uncertainties as to whether Merit will be successful in completing the proposed acquisition of the lead management portfolio of Cook Medical; 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 DOJ; 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; outcomes of ongoing and future clinical trials and market studies relating to Merit’s products; 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 or exposure to additional tax liabilities which may adversely affect our effective tax rate; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; 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; extreme weather events; geopolitical events; 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.

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.

# # #

15


EX-99.2 3 mmsi-20241030xex99d2.htm EX-99.2
Exhibit 99.2

GRAPHIC

1 Merit Medical Investor Call October 30, 2024 Third Quarter 2024 Results Fred Lampropoulos Chairman and CEO Raul Parra CFO


GRAPHIC

2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation and any accompanying management commentary contains 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. Forward-looking statements include, among others: • statements that are not purely historical, including, without limitation, statements regarding Merit’s forecasted plans, revenues, net sales, gross profit and margin (GAAP and non-GAAP), operating income and margin (GAAP and non-GAAP), net income (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 Continued Growth Initiatives Program or other expense reduction initiatives; and • statements proceeded or followed by, or that include the words, “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “target,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Forward-looking statements contained in this release are based on management’s current expectations and assumptions regarding future events or outcomes, all of which 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. While the following list is not comprehensive, such risks and uncertainties include inherent risks and uncertainties associated with Merit’s proposed acquisition of Cook Medical’s lead management portfolio, Merit’s integration of products acquired from EGS and proposed to be acquired from Cook Medical, Merit’s ability to achieve anticipated financial results, product development and other anticipated benefits of the EGS acquisition and the proposed acquisition of the lead management portfolio and associated operations of Cook Medical; 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 those completed and proposed acquisitions; uncertainties as to whether Merit will be successful in completing the proposed acquisition of the lead management portfolio of Cook Medical; 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 DOJ; 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; outcomes of ongoing and future clinical trials and market studies relating to Merit’s products; 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 or exposure to additional tax liabilities which may adversely affect our effective tax rate; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; 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; extreme weather events; geopolitical events; 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 Q3 2024 Q3 2023 % Change YTD 2024 YTD 2023 % Change Revenue $339.8M $315.2M 7.8% $1,001.4M $932.9M 7.3% Gross Margin 46.4% 45.1% 2.8% 47.0% 46.5% 1.1% Operating Margin 11.0% 11.1% (1.6)% 11.9% 9.7% 22.9% Net Income $28.4M $25.8M 10.1% $92.4M $66.8M 38.4% Earnings per Share $0.48 $0.44 8.0% $1.57 $1.14 37.0% Financial Summary: GAAP 4 Note: Amounts in this presentation are rounded while percentages are calculated from the underlying amounts. In millions, except per share amounts and percentages


GRAPHIC

5 Q3 2024 Q3 2023 % Change YTD 2024 YTD 2023 % Change Revenue $333.3M† $315.2M 5.7% $988.0M† $932.9M 5.9% Gross Margin 50.9% 49.8% 2.2% 51.1% 50.4% 1.3% Operating Margin 19.2% 17.4% 10.1% 18.8% 17.4% 7.9% Net Income $51.2M $41.4M 23.5% $149.0M $123.3M 20.8% Earnings per Share $0.86 $0.71 21.1% $2.53 $2.11 19.6% 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 millions, except per share amounts and percentages


GRAPHIC

6 Revenue Breakdown – Q3 Region Q3 2024 Q3 2023 $ Change % Change CC % Change* U.S. $206,492 $187,505 $18,987 10.1% 10.2% APAC 60,382 59,831 551 0.9% 0.6% EMEA 58,474 55,206 3,268 5.9% 4.8% Rest of World 14,497 12,688 1,809 14.3% 21.8% Total International 133,353 127,725 5,628 4.4% 4.5% Total $339,845 $315,230 $24,615 7.8% 7.9% 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 2024 YTD 2023 $ Change % Change CC % Change* U.S. $587,250 $538,447 $48,803 9.1% 9.3% APAC 190,053 186,081 3,972 2.1% 4.7% EMEA 181,802 172,882 8,920 5.2% 4.2% Rest of World 42,251 35,441 6,810 19.2% 21.0% Total International 414,106 394,404 19,702 5.0% 5.9% Total $1,001,356 $932,851 $68,505 7.3% 7.9% 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 Q3 2024 Q3 2023 YTD 2024 YTD 2023 Depreciation & Amortization $26.4M $24.0M $74.1M $66.4M Stock Comp (performance-based) 3.7M 2.4M 9.4M 6.1M Stock Comp (not performance-based) 3.1M 3.4M 9.6M 9.2M Operating Cash Flow 47.3M 51.1M 152.1M 82.9M Capital Expenditures-Property and Equipment 9.4M 8.6M 31.7M 27.2M 8 In millions


GRAPHIC

9 Updated 2024 Financial Guidance 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, 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 SEC. *Percentage figures approximated; dollar figures may not foot due to rounding (1) “Updated Guidance” reflects Merit’s updated full-year 2024 financial guidance as of October 30, 2024, and continues to include the projected impacts of the proposed acquisition of assets from Cook Medical from a projected closing date of November 1, 2024 through December 31, 2024, previously announced on September 17, 2024. (2) “Prior Guidance” reflects Merit’s full-year 2024 financial guidance, previously introduced on August 1, 2024, plus the projected impacts from a projected closing date of November 1, 2024 through December 31, 2024 of the proposed acquisition of assets from Cook Medical announced on September 17, 2024. Financial Measure Year Ending % Change Year Ending % Change December 31, 2024 Y/Y December 31, 2024 Y/Y Net S ales $1.344 - $1.352 billion 6.9% - 7.6% $1.339 - $1.351 billion 6.5% - 7.5% Cardiovascular Segment $1.289 - $1.296 billion 5.6% - 6.2% $1.285 - $1.295 billion 5.3% - 6.1% Endoscopy Segment $55 - $56 million 49% - 52% $54 - $56 million 45% - 52% Non-GAAP Earnings Per Share $3.33 - $3.38 17% - 19% $3.25 - $3.34 14% - 17% Updated Guidance(1) Prior Guidance(2) Low High Low High 2024 Net Sales Guidance - % Change from Prior Year (GAAP) 6.9% 7.6% 6.5% 7.5% Estimated impact of foreign currency exchange rate fluctuations 0.6% 0.6% 0.7% 0.7% 2024 Net Sales Guidance - % Change from Prior Year (Constant Currency) 7.4% 8.1% 7.2% 8.2% Updated Guidance(1) Prior Guidance(2)


GRAPHIC

10 Appendix


GRAPHIC

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, certain employee termination benefits, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, 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.


GRAPHIC

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 $0.3 million and $5.0 million to reported revenue for the three and nine-month periods ended September 30, 2024, respectively, were calculated using the applicable average foreign exchange rates for the three and nine-month periods ended September 30, 2023. 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-month period ended September 30, 2024, Merit’s constant currency revenue, organic, excludes revenues attributable to assets acquired from EndoGastric Solutions, Inc. (“EGS”) in July 2024. For the nine-month period ended September 30, 2024, Merit’s constant currency revenue, organic, excludes revenues attributable to assets acquired from EGS in July 2024 as well as 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 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 employee termination benefits, performance-based stock compensation 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.


GRAPHIC

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 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. 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 nine-month periods ended September 30, 2024 and 2023. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of $3.1 million and $3.4 million for the three-month periods ended September 30, 2024 and 2023, respectively and $9.6 million and $9.2 million for the nine-month periods ended September 30, 2024 and 2023, respectively.


GRAPHIC

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 $ 36,657 $ (8,213) $ 28,444 $ 0.48 $ 30,222 $ (4,388) $ 25,834 $ 0.44 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 14,896 (3,522) 11,374 0.19 13,120 (3,154) 9,966 0.17 Inventory mark-up related to acquisitions 559 (132) 427 0.01 1,741 (418) 1,323 0.02 Operating Expenses Contingent consideration expense 103 (6) 97 0.00 562 (123) 439 0.01 Amortization of intangibles 2,038 (482) 1,556 0.03 2,329 (560) 1,769 0.03 Performance-based share-based compensation (b) 3,736 (609) 3,127 0.05 2,403 (344) 2,059 0.04 Corporate restructuring (c) 2,084 (492) 1,592 0.03 — — — — Acquisition-related 2,351 (555) 1,796 0.03 107 (26) 81 0.00 Medical Device Regulation expenses (d) 1,983 (468) 1,515 0.03 2,444 (587) 1,857 0.03 Other (e) 125 (30) 95 0.00 (2,946) 707 (2,239) (0.04) Other (Income) Expense Amortization of long-term debt issuance costs 1,477 (349) 1,128 0.02 425 (102) 323 0.01 Non-GAAP net income $ 66,009 $ (14,858) $ 51,151 $ 0.86 $ 50,407 $ (8,995) $ 41,412 $ 0.71 Diluted shares 59,537 58,375 Three Months Ended Three Months Ended September 30, 2024 September 30, 2023 (a) Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact


GRAPHIC

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 $ 116,848 $ (24,438) $ 92,410 $ 1.57 $ 80,622 $ (13,840) $ 66,782 $ 1.14 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 40,827 (9,654) 31,173 0.53 35,184 (8,460) 26,724 0.46 Inventory mark-up related to acquisitions 559 (132) 427 0.01 2,001 (480) 1,521 0.03 Operating Expenses Contingent consideration expense 292 (31) 261 0.00 2,177 (121) 2,056 0.04 Impairment charges — — — — 270 — 270 0.00 Amortization of intangibles 5,546 (1,312) 4,234 0.07 5,959 (1,436) 4,523 0.08 Performance-based share-based compensation (b) 9,396 (1,466) 7,930 0.13 6,067 (771) 5,296 0.09 Corporate restructuring (c) 2,030 (479) 1,551 0.03 7,203 (1,729) 5,474 0.09 Acquisition-related 3,610 (852) 2,758 0.05 5,218 (1,253) 3,965 0.07 Medical Device Regulation expenses (d) 6,120 (1,445) 4,675 0.08 9,112 (2,187) 6,925 0.12 Other (e) 302 (72) 230 0.00 (1,309) 314 (995) (0.02) Other (Income) Expense Amortization of long-term debt issuance costs 4,431 (1,046) 3,385 0.06 1,054 (253) 801 0.01 Non-GAAP net income $ 189,961 $ (40,927) $ 149,034 $ 2.53 $ 153,558 $ (30,216) $ 123,342 $ 2.11 Diluted shares 58,948 58,345 Nine Months Ended Nine Months Ended September 30, 2024 (a) September 30, 2023 (a) Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact


GRAPHIC

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 $ 339,845 $ 315,230 $ 1,001,356 $ 932,851 GAAP Operating Income 37,261 11.0 % 35,137 11.1 % 119,129 11.9 % 90,332 9.7 % Cost of Sales Amortization of intangibles 14,896 4.4 % 13,120 4.2 % 40,827 4.1 % 35,184 3.8 % Inventory mark-up related to acquisitions 559 0.2 % 1,741 0.6 % 559 0.1 % 2,001 0.2 % Operating Expenses Contingent consideration expense 103 0.0 % 562 0.2 % 292 0.0 % 2,177 0.2 % Impairment charges — — — — — — 270 0.0 % Amortization of intangibles 2,038 0.6 % 2,329 0.7 % 5,546 0.6 % 5,959 0.6 % Performance-based share-based compensation (b) 3,736 1.1 % 2,403 0.8 % 9,396 0.9 % 6,067 0.7 % Corporate restructuring (c) 2,084 0.6 % — — 2,030 0.2 % 7,203 0.8 % Acquisition-related 2,351 0.7 % 107 0.0 % 3,610 0.4 % 5,218 0.6 % Medical Device Regulation expenses (d) 1,983 0.6 % 2,444 0.8 % 6,120 0.6 % 9,112 1.0 % Other (e) 125 0.0 % (2,946) (0.9) % 302 0.0 % (1,309) (0.1) % Non-GAAP Operating Income $ 65,136 19.2 % $ 54,897 17.4 % $ 187,811 18.8 % $ 162,214 17.4 % Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2024 September 30, 2023 (a) September 30, 2024 (a) September 30, 2023 (a) Amounts % Sales Amounts % Sales Amounts % Sales Amounts % Sales


GRAPHIC

17 Footnotes to Reconciliations of GAAP Net Income to Non-GAAP Net Income and GAAP Operating Income to Non-GAAP Operating Income a) Beginning in the second quarter of 2024, consulting expenses associated with initiatives conducted under our Foundations for Growth Program (“FFG Program”) are not adjusted as part of our non-GAAP financial measures. As a result, our non-GAAP financial measures for prior periods have been recast for comparability. For the three-month period ended September 30, 2023, our non-GAAP financial measures have been updated to no longer adjust $2.8 million for consulting fees under our FFG Program and the related income tax effect. For the nine-month periods ended September 30, 2024 and 2023, our non-GAAP financial measures have been updated to no longer adjust $1.0 million and $7.0 million, respectively, for consulting fees under our FFG Program and the related income tax effects. As of December 31, 2023, we completed the final year of our FFG Program. b) Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards. c) Includes $2.1 million and $2.0 million for the three and nine-month periods ended September 30, 2024, respectively, for employee termination benefits associated with activities related to corporate restructuring initiatives primarily for the integration of our acquisition of EGS. For the nine-month period ended September 30, 2023, includes employee termination benefits associated with restructuring activities related to corporate initiatives of $2.9 million and includes $4.3 million for the write-off of other long-term assets associated with the divestiture or exit of certain businesses or product lines. d) Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation (“MDR”). e) Represents costs to comply with Merit’s corporate integrity agreement with the U.S. Department of Justice (the “DOJ”). The three and nine-month periods ended September 30, 2023 also include an insurance reimbursement of approximately $(3.0) million for costs incurred in responding to an inquiry by the DOJ which was settled in 2020. The nine-month period ended September 30, 2023 also includes acquired in-process research and development charges of $1.6 million.


GRAPHIC

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 7.8 % $ 339,845 $ 315,230 7.3 % $ 1,001,356 $ 932,851 Add: Impact of foreign exchange 281 — 5,006 — Constant Currency Revenue (a) 7.9 % $ 340,126 $ 315,230 7.9 % $ 1,006,362 $ 932,851 Less: Revenue from certain acquisitions — (6,805) (18,368) — Constant Currency Revenue, Organic (a) 5.7 % $ 333,321 $ 315,230 5.9 % $ 987,994 $ 932,851 Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023


GRAPHIC

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. 2024 2023 2024 2023 Reported Gross Margin 46.4 % 45.1 % 47.0 % 46.5 % Add back impact of: Amortization of intangibles 4.4 % 4.2 % 4.1 % 3.8 % Inventory mark-up related to acquisitions 0.2 % 0.6 % 0.1 % 0.2 % Non-GAAP Gross Margin % 49.8 50.9 % 51.1 % 50.4 % September 30, Three Months Ended Nine Months Ended September 30,


GRAPHIC