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, 2019
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o
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. o
Item 2.02. Results of Operations and Financial Condition.
On July 25, 2019, Merit Medical Systems, Inc. (the "Company") issued a press release announcing its operating and financial results for the quarter ended June 30, 2019 and revised guidance for the year ending December 31, 2019, absent material acquisitions or non-recurring transactions. The full text of the Company's press release, including unaudited financial information, is furnished herewith as Exhibit 99.1. The Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and other filings with the Securities and Exchange Commission should also be consulted for other important information about the Company.
The information in 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 (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On July 25, 2019, the Company is scheduled to conduct a conference call for the purpose of discussing its operating and financial results for the quarter ended June 30, 2019 and revised guidance for the year ending December 31, 2019, absent material acquisitions or non-recurring transactions. In connection with that call, the Company posted a slide presentation to its website. The presentation discusses the Company's operating and financial results for the quarter ended June 30, 2019. A copy of the presentation is attached herewith as Exhibit 99.2.
The Company is furnishing the information in this Item 7.01 (including Exhibit 99.2 attached hereto) pursuant to Regulation FD promulgated under the Exchange Act. Such information shall not be deemed “filed” for purposes of the Exchange Act or otherwise subject to the liabilities of that section, and is not deemed incorporated by reference into any filing under the Securities Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NUMBER | DESCRIPTION | |
99.1 | Press Release, dated July 25, 2019, entitled "Merit Medical Reports Earnings for Second Quarter 2019,” including unaudited financial information. | |
99.2 | Conference Call Presentation. | |
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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, 2019 | By: | /s/ Brian G. Lloyd |
Brian G. Lloyd | ||
Chief Legal Officer and Corporate Secretary | ||
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EXHIBIT INDEX
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Date: | July 25, 2019 |
Contact: | Anne-Marie Wright, Vice President, Corporate Communications |
Phone: | (801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688 |
MERIT MEDICAL REPORTS EARNINGS FOR
SECOND QUARTER OF 2019
• | Q2 2019 worldwide revenue of $255.5 million, up 13.7% as reported over Q2 2018 |
• | Q2 2019 core revenue on a comparable, constant currency basis* up 9.6% over Q2 2018 |
• | Q2 2019 GAAP EPS was $0.12, compared to $0.21 in Q2 2018 |
• | Q2 2019 non-GAAP EPS* was $0.42, compared to $0.43 in Q2 2018 |
* Core revenue on a constant currency basis, non-GAAP EPS, non-GAAP net income and non-GAAP gross margin are non-GAAP financial measures. A reconciliation of these and other non-GAAP financial measures used in this release to their most directly comparable GAAP financial measures is included under the heading “Non-GAAP Financial Measures” below.
SOUTH JORDAN, UTAH - Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading manufacturer and marketer of proprietary disposable devices used in interventional, diagnostic and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care and endoscopy, today announced revenue of $255.5 million for the quarter ended June 30, 2019, an increase of 13.7% over revenue of $224.8 million for the quarter ended June 30, 2018. Core revenue on a comparable, constant currency basis* for the second quarter of 2019 would have been up 9.6% when compared to the second quarter of 2018.
Merit’s GAAP net income for the second quarter of 2019 was $6.9 million, or $0.12 per share, compared to GAAP net income of $10.9 million, or $0.21 per share, for the second quarter of 2018. Merit’s non-GAAP net income* for the quarter ended June 30, 2019 was $23.8 million, or $0.42 per share, compared to $22.4 million, or $0.43 per share, for the quarter ended June 30, 2018.
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Merit's GAAP gross margin for the second quarter of 2019 was 43.8%, compared to GAAP gross margin of 44.5% for the second quarter of 2018. Merit's non-GAAP gross margin* for the second quarter of 2019 was 48.7%, compared to non-GAAP gross margin* of 48.9% for the second quarter of 2018.
Merit’s revenue by category for the three and six months ended June 30, 2019, compared to the corresponding periods in 2018, was as follows (unaudited, in thousands, except for percentages):
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||
% Change | 2019 | 2018 | % Change | 2019 | 2018 | |||||||||||||||
Cardiovascular | ||||||||||||||||||||
Stand-alone devices | 11.9% | $ | 103,522 | $ | 92,496 | 13.2% | $ | 198,948 | $ | 175,742 | ||||||||||
Cianna Medical | n/a | 11,237 | — | n/a | 24,085 | — | ||||||||||||||
Custom kits and procedure trays | 1.0% | 34,343 | 33,992 | —% | 67,286 | 67,264 | ||||||||||||||
Inflation devices | —% | 24,315 | 24,305 | (0.8)% | 46,333 | 46,724 | ||||||||||||||
Catheters | 15.2% | 45,344 | 39,374 | 20.7% | 88,383 | 73,239 | ||||||||||||||
Embolization devices | 10.1% | 14,008 | 12,724 | 2.1% | 25,835 | 25,310 | ||||||||||||||
CRM/EP | 3.0% | 13,897 | 13,496 | 9.7% | 26,276 | 23,962 | ||||||||||||||
Total | 14.0% | 246,666 | 216,387 | 15.7% | 477,146 | 412,241 | ||||||||||||||
Endoscopy | ||||||||||||||||||||
Endoscopy devices | 5.3% | 8,866 | 8,423 | 7.3% | 16,735 | 15,603 | ||||||||||||||
Grand Total | 13.7% | $ | 255,532 | $ | 224,810 | 15.4% | $ | 493,881 | $ | 427,844 | ||||||||||
“There were a number of factors affecting revenues and gross margins during the second quarter,” said Fred P. Lampropoulos, Merit’s Chairman and Chief Executive Officer. “The shortfall in revenue involved foreign exchange, slower than anticipated conversion and uptake of acquired products such as the Vascular Insights (ClariVein®) product line and some products from the BD acquisition. Additionally, we saw sales of legacy products increase more than expected. Of course the combination of lower than expected revenues and the mix resulted in lower gross margins. The silver lining is the core growth and the management of SG&A expenses which were in line with our expectations.”
“There are several other factors that lead us to believe there are opportunities for continued growth,” Lampropoulos continued. “As previously announced, Merit has secured a number of GPO contracts which will layer in over the balance of the year as will the growth of our embolic products which grew at 10% for the quarter with an acceleration in June. We believe this is due to a recently proposed divestiture from a strategic competitor. We believe this will continue to be an opportunity in what has otherwise been a flat business for the last few years. We believe it will also be enhanced by the continued growth of our recently introduced EmboCube™ and the Torpedo™ embolic products that were recently cleared by the FDA.”
“As we proceed through July, we are seeing increased orders for our ClariVein products,” Lampropoulos said. “Some of the orders are first-time orders which we attribute to pipeline filling prior to closing the transaction.”
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“We have modified our gross margin projections to reflect the adjustments to various factors that we do not control and also to the expected sales of our legacy products due to the aforementioned GPO and business opportunities for our fluid management business,” Lampropoulos continued. “We believe this is the appropriate manner to serve our customers who have few choices for access to the product lines Merit offers. We cannot imagine telling customers that we cannot help them. Having a long-term strategy has always been the hallmark of our business success. We will continue to serve and meet the demands of our customers.”
“Finally, to insure progress and attention to financial matters, we have increased our focus on efficiency of COGs, our habits and priorities of all our operating expenses,” Lampropoulos said. “We believe we will maneuver the ship rather quickly to continued growth and profitability improvement. Because of this confidence, as well as the tailwinds of GPOs, the introduction of new products and our momentum, we are not changing our 2020 forecast.”
REVISED 2019 GUIDANCE
Based upon information currently available to Merit's management, Merit estimates for the year ending December 31, 2019, absent material acquisitions or non-recurring transactions, the following:
Financial Measure | Prior Guidance | Revised Guidance | ||
Net Sales | $1,011 - $1,030 million | $1,007 - $1,029 million | ||
GAAP | ||||
Earnings per share | $1.02 - $1.13 | $0.62 - $0.84 | ||
Gross Margin | 45.6% - 46.5% | 44.1% - 44.8% | ||
Non-GAAP | ||||
Earnings per share | $1.97 - $2.08 | $1.74 - $1.97 | ||
Gross Margin | 50.6% - 51.3% | 49.2% - 49.9% | ||
Merit’s financial guidance for the year ending December 31, 2019 is subject to risks and uncertainties identified in Merit’s public filings.
CONFERENCE CALL
Merit will hold its investor conference call (conference ID 7074006) today, Thursday, July 25, 2019, at 5:00 p.m. Eastern (4:00 p.m. Central, 3:00 p.m. Mountain, and 2:00 p.m. Pacific). The domestic telephone number is (844) 578-9672 and the international number is (508) 637-5656. A live webcast and slide deck will also be available at merit.com.
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CONSOLIDATED BALANCE SHEETS | |||||||
(In thousands) | June 30, | December 31, | |||||
2019 | 2018 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 35,182 | $ | 67,359 | |||
Trade receivables, net | 156,444 | 137,174 | |||||
Other receivables | 11,520 | 11,879 | |||||
Inventories | 202,994 | 197,536 | |||||
Prepaid expenses and other assets | 12,305 | 11,326 | |||||
Prepaid income taxes | 3,625 | 3,627 | |||||
Income tax refund receivables | 4,876 | 933 | |||||
Total current assets | 426,946 | 429,834 | |||||
Property and equipment, net | 350,519 | 331,452 | |||||
Intangible assets, net | 466,070 | 462,713 | |||||
Goodwill | 349,773 | 335,433 | |||||
Deferred income tax assets | 3,038 | 3,001 | |||||
Operating lease right-of-use assets | 79,309 | — | |||||
Other assets | 58,255 | 57,579 | |||||
Total Assets | $ | 1,733,910 | $ | 1,620,012 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current Liabilities | |||||||
Trade payables | $ | 52,601 | $ | 54,024 | |||
Accrued expenses | 97,176 | 96,173 | |||||
Current portion of long-term debt | 15,000 | 22,000 | |||||
Current operating lease liabilities | 11,732 | — | |||||
Income taxes payable | 42 | 3,146 | |||||
Total current liabilities | 176,551 | 175,343 | |||||
Long-term debt | 385,221 | 373,152 | |||||
Deferred income tax liabilities | 60,932 | 56,363 | |||||
Long-term income taxes payable | 392 | 392 | |||||
Liabilities related to unrecognized tax benefits | 3,013 | 3,013 | |||||
Deferred compensation payable | 12,739 | 11,219 | |||||
Deferred credits | 2,192 | 2,261 | |||||
Long-term operating lease liabilities | 71,272 | — | |||||
Other long-term obligations | 70,923 | 65,494 | |||||
Total liabilities | 783,235 | 687,237 | |||||
Stockholders' Equity | |||||||
Common stock | 579,250 | 571,383 | |||||
Retained earnings | 376,572 | 363,425 | |||||
Accumulated other comprehensive loss | (5,147 | ) | (2,033 | ) | |||
Total stockholders' equity | 950,675 | 932,775 | |||||
Total Liabilities and Stockholders' Equity | $ | 1,733,910 | $ | 1,620,012 | |||
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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, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
NET SALES | $ | 255,532 | $ | 224,810 | $ | 493,881 | $ | 427,844 | |||||||
COST OF SALES | 143,568 | 124,801 | 277,281 | 239,779 | |||||||||||
GROSS PROFIT | 111,964 | 100,009 | 216,600 | 188,065 | |||||||||||
OPERATING EXPENSES | |||||||||||||||
Selling, general and administrative | 79,977 | 69,095 | 158,247 | 134,007 | |||||||||||
Research and development | 16,332 | 15,316 | 32,375 | 29,638 | |||||||||||
Intangible asset impairment charge | 548 | — | 548 | — | |||||||||||
Contingent consideration expense | 2,406 | 178 | 3,181 | 219 | |||||||||||
Acquired in-process research and development | 500 | 306 | 525 | 306 | |||||||||||
Total | 99,763 | 84,895 | 194,876 | 164,170 | |||||||||||
INCOME FROM OPERATIONS | 12,201 | 15,114 | 21,724 | 23,895 | |||||||||||
OTHER INCOME (EXPENSE) | |||||||||||||||
Interest income | 342 | 342 | 698 | 487 | |||||||||||
Interest expense | (3,115 | ) | (3,338 | ) | (5,879 | ) | (5,736 | ) | |||||||
Other expense - net | (429 | ) | (553 | ) | (698 | ) | (721 | ) | |||||||
Total other expense - net | (3,202 | ) | (3,549 | ) | (5,879 | ) | (5,970 | ) | |||||||
INCOME BEFORE INCOME TAXES | 8,999 | 11,565 | 15,845 | 17,925 | |||||||||||
INCOME TAX EXPENSE | 2,140 | 624 | 2,791 | 1,715 | |||||||||||
NET INCOME | $ | 6,859 | $ | 10,941 | $ | 13,054 | $ | 16,210 | |||||||
EARNINGS PER COMMON SHARE: | |||||||||||||||
Basic | $ | 0.12 | $ | 0.22 | $ | 0.24 | $ | 0.32 | |||||||
Diluted | $ | 0.12 | $ | 0.21 | $ | 0.23 | $ | 0.31 | |||||||
AVERAGE COMMON SHARES: | |||||||||||||||
Basic | 55,017 | 50,473 | 54,967 | 50,376 | |||||||||||
Diluted | 56,555 | 52,154 | 56,523 | 52,033 | |||||||||||
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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 certain 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, |
• | core revenue, |
• | core revenue on a constant currency basis, |
• | non-GAAP gross margin, |
• | non-GAAP net income, and |
• | non-GAAP earnings per share. |
Merit’s management team uses these non-GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating results to prior periods, to evaluate changes in the operating 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 earnings per share, non-GAAP gross margin and non-GAAP net income (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 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, governmental proceedings or changes in tax or industry regulations, 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 investors and potential investors 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.
Constant Currency Revenue
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Merit’s revenue on a constant currency basis is prepared by translating the current-period reported revenue of subsidiaries whose functional currency is other than the U.S. dollar at the applicable foreign exchange rates in effect during the comparable prior-year period. The constant currency revenue adjustments of $4.7 million and $9.5 million for the three and six-month periods ended June 30, 2019, respectively, were calculated using the applicable average foreign exchange rates for the three and six-month periods ended June 30, 2018, respectively.
Core Revenue and Core Revenue on a Constant Currency Basis
Merit’s core revenue is defined (a) with respect to prior fiscal year periods, as GAAP revenue, and (b) with respect to current fiscal year periods, as GAAP revenue, less revenue from certain acquisitions and strategic transactions. For the three and six-month periods ended June 30, 2019, Merit’s core revenue excludes revenues attributable to (i) the acquisition of (1) certain divested assets of Becton, Dickinson and Company in February 2018 (excluded January 2019 only), (2) the assets of DirectACCESS Medical, LLC in May 2018 (excluded through April 2019 only), (3) Cianna Medical, Inc. in November 2018, (4) the assets of Vascular Insights, LLC in December 2018, and (5) Brightwater Medical, Inc. in June 2019, and (ii) distribution arrangements executed with NinePoint Medical, Inc. in April 2018 (excluded through April 2019 only) and QXMedical, LLC in May 2018 (excluded through May 2019 only). Core revenue on a constant currency basis is defined as core revenue (as described in the first sentence of this paragraph) adjusted to eliminate the foreign exchange impact related to those core revenues for the relevant period, using the applicable average foreign exchange rates in effect for the comparable prior-year periods presented.
Non-GAAP Gross Margin
Non-GAAP gross margin 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 Net Income
Non-GAAP net income is calculated by adjusting GAAP net 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 new acquisitions, 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, governmental proceedings or changes in tax or industry regulations, and debt issuance costs, 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.
Other Non-GAAP Financial Measure Reconciliation
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The tables in this release set forth supplemental financial data and corresponding reconciliations of non-GAAP net income and non-GAAP earnings per share to Merit’s net income and earnings per share prepared in accordance with GAAP for the three and six-month periods ended June 30, 2019 and 2018. The non-GAAP income adjustments referenced in the following table do not reflect stock-based compensation expense of approximately $2.5 million and $1.6 million for the three-month periods ended June 30, 2019 and 2018, respectively, and approximately $4.3 million and $2.8 million for the six-month periods ended June 30, 2019 and 2018, respectively.
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Reconciliation of GAAP Net Income to Non-GAAP Net Income | ||||||||||||
(Unaudited, in thousands except per share amounts) | ||||||||||||
Three Months Ended | ||||||||||||
June 30, 2019 | ||||||||||||
Pre-Tax | Tax Impact (a) | After-Tax | Per Share Impact | |||||||||
GAAP net income | $ | 8,999 | $ | (2,140 | ) | $ | 6,859 | $ | 0.12 | |||
Non-GAAP adjustments: | ||||||||||||
Cost of Sales | ||||||||||||
Amortization of intangibles | 12,178 | (3,118 | ) | 9,060 | 0.16 | |||||||
Inventory mark-up related to acquisitions | 212 | (54 | ) | 158 | 0.00 | |||||||
Operating Expenses | ||||||||||||
Severance | 494 | (127 | ) | 367 | 0.01 | |||||||
Acquisition-related (b) | 1,173 | (289 | ) | 884 | 0.02 | |||||||
Medical Device Regulation expenses (c) | 113 | (29 | ) | 84 | 0.00 | |||||||
Fair value adjustment to contingent consideration (d) | 2,406 | (44 | ) | 2,362 | 0.04 | |||||||
Long-term asset impairment charge (e) | 423 | (109 | ) | 314 | 0.01 | |||||||
Acquired in-process research and development | 500 | (129 | ) | 371 | 0.01 | |||||||
Intangible asset impairment charge (f) | 548 | (141 | ) | 407 | 0.01 | |||||||
Amortization of intangibles | 2,699 | (710 | ) | 1,989 | 0.03 | |||||||
Special legal expense (g) | 1,015 | (261 | ) | 754 | 0.01 | |||||||
Other (Income) Expense | ||||||||||||
Amortization of long-term debt issuance costs | 201 | (52 | ) | 149 | 0.00 | |||||||
Tax expense related to restructuring (h) | — | 2 | 2 | 0.00 | ||||||||
Non-GAAP net income | $ | 30,961 | $ | (7,201 | ) | $ | 23,760 | $ | 0.42 | |||
Diluted shares | 56,555 | |||||||||||
Three Months Ended | ||||||||||||
June 30, 2018 | ||||||||||||
Pre-Tax | Tax Impact (a) | After-Tax | Per Share Impact | |||||||||
GAAP net income | $ | 11,565 | $ | (624 | ) | $ | 10,941 | $ | 0.21 | |||
Non-GAAP adjustments: | ||||||||||||
Cost of Sales | ||||||||||||
Amortization of intangibles | 7,937 | (2,061 | ) | 5,876 | 0.12 | |||||||
Inventory mark-up related to acquisitions | 1,888 | (485 | ) | 1,403 | 0.03 | |||||||
Operating Expenses | ||||||||||||
Severance | 163 | (38 | ) | 125 | 0.00 | |||||||
Acquisition-related (b) | 620 | (159 | ) | 461 | 0.01 | |||||||
Fair value adjustment to contingent consideration (d) | 178 | (46 | ) | 132 | 0.00 | |||||||
Long-term asset impairment charge (e) | 29 | (7 | ) | 22 | 0.00 | |||||||
Acquired in-process research and development | 306 | (79 | ) | 227 | 0.00 | |||||||
Amortization of intangibles | 2,466 | (655 | ) | 1,811 | 0.03 | |||||||
Special legal expense (g) | 1,646 | (423 | ) | 1,223 | 0.02 | |||||||
Other (Income) Expense | ||||||||||||
Amortization of long-term debt issuance costs | 201 | (52 | ) | 149 | 0.00 | |||||||
Non-GAAP net income | $ | 26,999 | $ | (4,629 | ) | $ | 22,370 | $ | 0.43 | |||
Diluted shares | 52,154 | |||||||||||
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Reconciliation of GAAP Net Income to Non-GAAP Net Income | ||||||||||||
(Unaudited, in thousands except per share amounts) | ||||||||||||
Six Months Ended | ||||||||||||
June 30, 2019 | ||||||||||||
Pre-Tax | Tax Impact (a) | After-Tax | Per Share Impact | |||||||||
GAAP net income | $ | 15,845 | $ | (2,791 | ) | $ | 13,054 | $ | 0.23 | |||
Non-GAAP adjustments: | ||||||||||||
Cost of Sales | ||||||||||||
Amortization of intangibles | 24,157 | (6,185 | ) | 17,972 | 0.32 | |||||||
Inventory mark-up related to acquisitions | 884 | (228 | ) | 656 | 0.01 | |||||||
Operating expenses | ||||||||||||
Severance | 822 | (212 | ) | 610 | 0.01 | |||||||
Acquisition-related (b) | 1,741 | (435 | ) | 1,306 | 0.02 | |||||||
Medical Device Regulation expenses (c) | 113 | (29 | ) | 84 | 0.00 | |||||||
Fair value adjustment to contingent consideration (d) | 3,181 | (185 | ) | 2,996 | 0.05 | |||||||
Long-term asset impairment charge (e) | 634 | (163 | ) | 471 | 0.01 | |||||||
Acquired in-process research and development | 525 | (135 | ) | 390 | 0.01 | |||||||
Intangible asset impairment charge (f) | 548 | (141 | ) | 407 | 0.01 | |||||||
Amortization of intangibles | 5,506 | (1,450 | ) | 4,056 | 0.07 | |||||||
Special legal expense (g) | 2,678 | (689 | ) | 1,989 | 0.04 | |||||||
Other (Income) Expense | ||||||||||||
Amortization of long-term debt issuance costs | 402 | (104 | ) | 298 | 0.01 | |||||||
Tax expense related to restructuring (h) | — | 93 | 93 | 0.00 | ||||||||
Non-GAAP net income | $ | 57,036 | $ | (12,654 | ) | $ | 44,382 | $ | 0.79 | |||
Diluted shares | 56,523 | |||||||||||
Six Months Ended | ||||||||||||
June 30, 2018 | ||||||||||||
Pre-Tax | Tax Impact (a) | After-Tax | Per Share Impact | |||||||||
GAAP net income | $ | 17,925 | $ | (1,715 | ) | $ | 16,210 | $ | 0.31 | |||
Non-GAAP adjustments: | ||||||||||||
Cost of Sales | ||||||||||||
Amortization of intangibles | 14,400 | (3,670 | ) | 10,730 | 0.21 | |||||||
Inventory mark-up related to acquisitions | 3,761 | (967 | ) | 2,794 | 0.05 | |||||||
Operating Expenses | ||||||||||||
Severance | 162 | (38 | ) | 124 | 0.00 | |||||||
Acquisition-related (b) | 2,590 | (666 | ) | 1,924 | 0.04 | |||||||
Fair value adjustment to contingent consideration (d) | 219 | (56 | ) | 163 | 0.00 | |||||||
Long-term asset impairment charge (e) | 86 | (22 | ) | 64 | 0.00 | |||||||
Acquired in-process research and development | 306 | (79 | ) | 227 | 0.00 | |||||||
Amortization of intangibles | 4,465 | (1,187 | ) | 3,278 | 0.06 | |||||||
Special legal expense (g) | 3,337 | (858 | ) | 2,479 | 0.05 | |||||||
Other (Income) Expense | ||||||||||||
Amortization of long-term debt issuance costs | 402 | (103 | ) | 299 | 0.01 | |||||||
Non-GAAP net income | $ | 47,653 | $ | (9,361 | ) | $ | 38,292 | $ | 0.74 | |||
Diluted shares | 52,033 | |||||||||||
(a) Reflects the tax effect associated with pre-tax income and the non-GAAP adjustments.
(b) Represents transaction costs and certain integration costs, including travel, related to acquisitions.
(c) Represents incremental expenses incurred to comply with the Medical Device Regulation (MDR) in Europe.
(d) Represents changes in the fair value of contingent consideration liabilities and contingent receivables as a result of acquisitions.
(e) Represents abandoned patents and other long-term assets.
(f) Represents impairment charges related to certain acquired intangible assets.
(g) Costs incurred in responding to an inquiry from the U.S. Department of Justice.
(h) Net tax expense related to non-recurring tax withholdings in connection with restructuring of certain international subsidiaries.
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Reconciliation of Reported Revenue to Core Revenue (Non-GAAP), Constant Currency Revenue (Non-GAAP), and Core Revenue on a Constant Currency Basis (Non-GAAP) | |||||||||||||||
(Unaudited; in thousands except percentages) | |||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
% Change | 2019 | 2018 | % Change | 2019 | 2018 | ||||||||||
Reported Revenue | 13.7% | $ | 255,532 | $ | 224,810 | 15.4% | $ | 493,881 | $ | 427,844 | |||||
Add: Impact of foreign exchange (a) | 4,671 | — | 9,461 | — | |||||||||||
Constant Currency Revenue | 15.7% | $ | 260,203 | $ | 224,810 | 17.6% | $ | 503,342 | $ | 427,844 | |||||
Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
% Change | 2019 | 2018 | % Change | 2019 | 2018 | ||||||||||
Reported Revenue | 13.7% | $ | 255,532 | $ | 224,810 | 15.4% | $ | 493,881 | $ | 427,844 | |||||
Less: Revenue from certain acquisitions (b) | (13,717 | ) | — | (33,519 | ) | — | |||||||||
Core Revenue | 7.6% | $ | 241,815 | $ | 224,810 | 7.6% | $ | 460,362 | $ | 427,844 | |||||
Add: Impact of foreign exchange (a) | 4,671 | — | 9,461 | — | |||||||||||
Core Revenue on a Constant Currency Basis | 9.6% | $ | 246,486 | $ | 224,810 | 9.8% | $ | 469,823 | $ | 427,844 | |||||
(a) The constant currency revenue adjustment of $4.7 million and $9.5 million to reported revenue and to core revenue, for the three and six months ended June 30, 2019, respectively, were calculated using the applicable average foreign exchange rates for the three and six months ended June 30, 2018.
(b) Merit’s core revenue is defined (a) with respect to prior fiscal year periods, as GAAP revenue, and (b) with respect to current fiscal year periods, as GAAP revenue, less revenue from certain acquisitions and strategic transactions. For the three and six-month periods ended June 30, 2019, Merit’s core revenue excludes revenues attributable to (i) the acquisition of (1) certain divested assets of Becton, Dickinson and Company in February 2018 (excluded January 2019 only), (2) the assets of DirectACCESS Medical, LLC in May 2018 (excluded through April 2019 only), (3) Cianna Medical, Inc. in November 2018, (4) the assets of Vascular Insights, LLC in December 2018, and (5) Brightwater Medical, Inc. in June 2019, and (ii) distribution arrangements executed with NinePoint Medical, Inc. in April 2018 (excluded through April 2019 only) and QXMedical, LLC in May 2018 (excluded through May 2019 only). Core revenue on a constant currency basis is defined as core revenue (as described in the first sentence of this paragraph) adjusted to eliminate the foreign exchange impact related to those core revenues for the relevant period, using the applicable average foreign exchange rates in effect for the comparable prior-year periods presented.
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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, | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||
Reported Gross Margin | 43.8 | % | 44.5 | % | 43.9 | % | 44.0 | % | |||
Add back impact of: | |||||||||||
Amortization of intangibles | 4.8 | % | 3.5 | % | 4.8 | % | 3.3 | % | |||
Inventory mark-up related to acquisitions | 0.1 | % | 0.9 | % | 0.2 | % | 0.9 | % | |||
Non-GAAP Gross Margin | 48.7 | % | 48.9 | % | 48.9 | % | 48.2 | % | |||
12
ABOUT MERIT
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical devices used in interventional, diagnostic and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care and endoscopy. Merit serves client hospitals worldwide with a domestic and international sales force and clinical support team totaling in excess of 300 individuals. Merit employs approximately 6,300 people worldwide with facilities in South Jordan, Utah; Pearland, Texas; Richmond, Virginia; Malvern, Pennsylvania; Rockland, Massachusetts; San Jose and Aliso Viejo, California; Maastricht and Venlo, The Netherlands; Paris, France; Galway, Ireland; Beijing, China; Tijuana, Mexico; Joinville, Brazil; Markham, Ontario, Canada; Melbourne, Australia; Tokyo, Japan; Reading, United Kingdom; Johannesburg, South Africa; and Singapore.
FORWARD-LOOKING STATEMENTS
Statements contained in this release which are not purely historical, including, without limitation, statements regarding Merit's forecasted plans, net sales, net income (GAAP and non-GAAP), gross margin (GAAP and non-GAAP), earnings per share (GAAP and non-GAAP), effective tax rate and other financial results, anticipated or completed acquisitions, or the introduction of new products, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 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, 2018 and subsequent filings with the Securities and Exchange Commission. Such risks and uncertainties include inherent risks and uncertainties relating to Merit’s internal models or the projections in this release; 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 acquired through completed, proposed or future transactions; expenditures relating to research, development, testing and regulatory approval or clearance of Merit's products and risks that such products may not be developed successfully or approved for commercial use; governmental scrutiny and regulation of the medical device industry, including governmental inquiries, investigations and proceedings involving Merit; 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; 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; 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; the pending exit of the United Kingdom from the European Union and uncertainties about when, how or if such exit will occur; 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 countries; increases in the prices of commodity components; negative changes in economic and industry conditions in the United States or other countries; termination or interruption of relationships with Merit's suppliers, or failure of such suppliers to perform; fluctuations in exchange rates; uncertainties relating to the LIBOR
13
calculation method and the potential phasing out of LIBOR; 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 products obsolete; market acceptance of new products; 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; introduction of products in a timely fashion; price and product competition; availability of labor and materials; fluctuations in and obsolescence of inventory; and other factors referred to in Merit's Annual Report on Form 10-K for the year ended December 31, 2018 and other materials filed with the Securities and Exchange Commission. 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, and Merit assumes no obligation to update or disclose revisions to those estimates.
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.
# # #
14
Second Quarter 2019 Results; Revised 2019 Guidance FRED LAMPROPOULOS Chairman & CEO Raul Parra CFO
DISCLOSURE 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, net sales, net income (GAAP and non-GAAP), gross margin (GAAP and non-GAAP), effective tax rate, earnings per share (GAAP and non-GAAP) and other financial results, anticipated or completed acquisitions, or the introduction of new products. All forward-looking statements, including financial projections, included in this presentation are made as of the date of this presentation, and are based on information available to us as of such date. We assume no obligation to update or disclose revisions to any forward-looking statement, except as required by law or regulation. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “likely,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “projects,” ”forecast,” “potential,” “plan,” or other comparable terminology. Forward- looking statements are based on our current beliefs, expectations and assumptions regarding our business, domestic and global economies, regulatory and competitive environments and other conditions. There can be no assurance that such beliefs, expectations or assumptions or any forward-looking statement will prove to be correct. Actual results will likely differ, and may differ materially, from those projected or assumed in the forward-looking statements. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results, and Merit assumes no obligation to update or disclose revisions to those estimates. Merit’s future financial and operating results and condition, as well as any forward-looking statements, are subject to inherent risks and uncertainties such as those described in its Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”) and other filings with the U.S. Securities and Exchange Commission. Such risks and uncertainties include inherent risks and uncertainties relating to Merit’s internal models or the projections in this presentation; 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 acquired through completed, proposed or future transactions; expenditures relating to research, development, testing and regulatory approval or clearance of Merit's products and risks that such products may not be developed successfully or approved for commercial use; governmental scrutiny and regulation of the medical device industry, including governmental inquiries, investigations and proceedings involving Merit; 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; 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; 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; the pending exit of the United Kingdom from the European Union and uncertainties about when, how or if such exit will occur; 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 countries; increases in the prices of commodity components; negative changes in economic and industry conditions in the United States or other countries; termination or interruption of relationships with Merit's suppliers, or failure of such suppliers to perform; fluctuations in exchange rates; uncertainties relating to the LIBOR calculation method and the expected discontinuation of LIBOR; 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 products obsolete; market acceptance of new products; 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; introduction of products in a timely fashion; price and product competition; availability of labor and materials; fluctuations in and obsolescence of inventory; and other factors referred to in the Annual Report. 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 results, and Merit assumes no obligation to update or disclose revisions to those estimates.
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 investors and potential investors 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
Financial Summary GAAP Q2 2019 Q2 2018 YTD 2019 YTD 2018 Revenue $255.5M $224.8M $493.9M $427.8M Gross Margin 43.8% 44.5% 43.9% 44.0% Net Income $6.9M $10.9M $13.1M $16.2M EPS $0.12 $0.21 $0.23 $0.31 4
Financial Summary Non-GAAP* Q2 2019 Q2 2018 YTD 2019 YTD 2018 Revenue (Core, Constant Currency)† $246.5M $224.8M $469.8M $427.8M Non-GAAP Gross Margin 48.7% 48.9% 48.9% 48.2% Non-GAAP Net Income $23.8M $22.4M $44.4M $38.3M Non-GAAP EPS $0.42 $0.43 $0.79 $0.74 * See "Notes to Non-GAAP Financial Measures" below for full definition of all Non-GAAP measures. † Non-GAAP measure, representing net organic sales on a constant currency basis. 5
Revised Guidance Financial Measure Prior Guidance Revised Guidance Reported Sales $1,011 - $1,030 million $1,007 - $1,029 million GAAP Earnings per share $1.02 - $1.13 $0.62 - $0.84 Gross Margin 45.6% - 46.5% 44.1% - 44.8% Non-GAAP Earnings per share $1.97 - $2.08 $1.74 - $1.97 Gross Margin 50.6% - 51.3% 49.2% - 49.9% 6
Q2 2019 Revenue by Region (Non-GAAP 19.0%) (Non-GAAP 27.7%) (Non-GAAP 53.3%) * Non-GAAP measure, representing net organic sales on a constant currency basis. See "Notes to Non- GAAP Financial Measures" below for full definition of all Non-GAAP measures. 7
YTD 2019 Revenue by Region (Non-GAAP 19.6%) (Non-GAAP 27.0%) (Non-GAAP 53.4%) * Non-GAAP measure, representing net organic sales on a constant currency basis. See "Notes to Non- GAAP Financial Measures" below for full definition of all Non-GAAP measures. 8
Newly Acquired Products – SAVI SCOUT® Wire-Free Radar Localization with SCOUT® Reflector – SAVI® Brachytherapy Breast Radiation – ClariVein® Infusion Catheter 9
Newly Developed Products – TEMNO Elite™ Biopsy Device – Next Generation Heartspan® Transseptal Needle – RadialFLO™ Arterial Catheter – Nu-STAR™ Tumor Ablation System 10
Newly Developed Products – PreludeSYNC DISTAL™ Hemostasis Device – Torpedo™ Gelatin Foam – EmboCube™ Embolization Gelatin 11
Newly Developed Products – Impress® Uterine Artery Catheter (UAC2) Marker Band TransitionDistal Tip Hub 12
Newly Developed Products – Next Generation Fountain® Infusion Catheter – DualCap® Arterial Line Disinfecting Cap System 13
Newly Developed Products – HeRO® Arterial Graft Component – BlueFIRE™ Inflation Device with Wireless Technology – Kyphoplasty Balloons 14
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, • core revenue, • core revenue on a constant currency basis, • non-GAAP gross margin, • non-GAAP net income, and • non-GAAP earnings per share. Merit’s management team uses these non-GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating results to prior periods, to evaluate changes in the operating 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 such 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 earnings per share, non-GAAP gross margin and non-GAAP net income (in each case, as further illustrated in the reconciliation table 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 new acquisitions, 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, governmental proceedings or changesintaxor industry regulations, 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 investors and potential investors 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. 15
NOTES TO NON-GAAP FINANCIAL MEASURES (cont.) Constant Currency Revenue Merit’s revenue on a constant currency basis is prepared by translating the current-period reported sales of subsidiaries whose functional currency is other than the U.S. dollar at the applicable foreign exchange rates in effect during the comparable prior-year period. The constant currency revenue adjustments of $4.7 million and $9.5 million for the three and six-month periods ended June 30, 2019, respectively, were calculated using the applicable average foreign exchange rates for the three and six-month periods ended June 30, 2018, respectively. Core Revenue and Core Revenue on a Constant Currency Basis Merit’s core revenue is defined (a) with respect to prior fiscal year periods, as GAAP revenue, and (b) with respect to current fiscal year periods, as GAAP revenue, less revenue from certain acquisitions and strategic transactions. For the three and six-month periods ended June 30, 2019, Merit’s core revenue excludes revenues attributable to (i) the acquisition of (1) certain divested assets of Becton, Dickinson & Company in February 2018 (excluded January 2019), (2) the assets of DirectACCESS Medical, LLC in May 2018 (excluded through April 2019 only), (3) Cianna Medical, Inc. in November 2018, (4) the assets of Vascular Insights, LLC in December 2018, and (5) Brightwater Medical, Inc. in June 2019, and (ii) distribution arrangements executed with NinePoint Medical, Inc. in April 2018 (excluded through April 2019 only) and QXMedical, LLC in May 2018 (excluded through May 2019 only). Core revenue on a constant currency basis is defined as core revenue (as described in the first sentence of this paragraph) adjusted to eliminate the foreign exchange impact related to those core revenues for the relevant period, using the applicable average foreign exchange rates in effect for the comparable prior-year periods presented. Non-GAAP Gross Margin Non-GAAP gross margin 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 Net Income Non-GAAP net income is calculated by adjusting GAAP net 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 new acquisitions, non-cash expenses related to amortization and write-off of previously acquired tangible and intangible assets, severance expenses, expenses resulting from non-ordinary course litigation, governmental proceedings or changes in tax or industry regulations, and debt issuance costs, 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. Other Non-GAAP Financial Measure Reconciliation The following tables set forth supplemental financial data and corresponding reconciliations of non-GAAP net income and non-GAAP earnings per share to Merit’s net income and earnings per share prepared in accordance with GAAP, in each case, for the three and six-month periods ended June 30, 2019 and 2018. The non-GAAP income adjustments referenced in the following tables do not reflect stock-based compensation expense of approximately $2.5 million and $1.6 million for the three-month periods ended June 30, 2019 and 2018, respectively, and approximately $4.3 million and $2.8 million for the six-month periods ended June 30, 2019 and 2018, respectively. 16
Reconciliation of GAAP Net Income to Non-GAAP Net Income (Unaudited, in thousands except per share amounts) Three Months Ended Three Months Ended June 30, 2019 June 30, 2018 Tax Impact Per Share Tax Impact Per Share Pre-Tax (a) After-Tax Impact Pre-Tax (a) After-Tax Impact GAAP net income $ 8,999 $ (2,140) $ 6,859 $ 0.12 $ 11,565 $ (624) $ 10,941 0.21 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 12,178 (3,118) 9,060 0.16 7,937 (2,061) 5,876 0.12 Inventory mark-up related to acquisitions 212 (54) 158 0.00 1,888 (485) 1,403 0.03 Operating Expenses Severance 494 (127) 367 0.01 163 (38) 125 0.00 Acquisition-related (b) 1,173 (289) 884 0.02 620 (159) 461 0.01 Medical Device Regulation expenses (c) 113 (29) 84 0.00 — — — 0.00 Fair value adjustment to contingent consideration (d) 2,406 (44) 2,362 0.04 178 (46) 132 0.00 Long-term asset impairment charge (e) 423 (109) 314 0.01 29 (7) 22 0.00 Acquired in-process research and development 500 (129) 371 0.01 306 (79) 227 0.00 Intangible asset impairment charge (f) 548 (141) 407 0.01 — — — 0.00 Amortization of intangibles 2,699 (710) 1,989 0.03 2,466 (655) 1,811 0.03 Special legal expense (g) 1,015 (261) 754 0.01 1,646 (423) 1,223 0.02 Other (Income) Expense Amortization of long-term debt issuance costs 201 (52) 149 0.00 201 (52) 149 0.00 Tax expense related to restructuring (h) — 2 2 0.00 — — — 0.00 Non-GAAP net income $ 30,961 $ (7,201) $ 23,760 $ 0.42 $ 26,999 $ (4,629) $ 22,370 0.43 Diluted shares 56,555 52,154 17
Reconciliation of GAAP Net Income to Non-GAAP Net Income (Unaudited, in thousands except per share amounts) Six Months Ended Six Months Ended June 30, 2019 June 30, 2018 Tax Impact Per Share Tax Impact Per Share Pre-Tax (a) After-Tax Impact Pre-Tax (a) After-Tax Impact GAAP net income $ 15,845 $ (2,791) $ 13,054 $ 0.23 $ 17,925 $ (1,715) $ 16,210 $ 0.31 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 24,157 (6,185) 17,972 0.32 14,400 (3,670) 10,730 0.21 Inventory mark-up related to acquisitions 884 (228) 656 0.01 3,761 (967) 2,794 0.05 Operating expenses Severance 822 (212) 610 0.01 162 (38) 124 0.00 Acquisition-related (b) 1,741 (435) 1,306 0.02 2,590 (666) 1,924 0.04 Medical Device Regulation expenses (c) 113 (29) 84 0.00 — — —— Fair value adjustment to contingent consideration (d) 3,181 (185) 2,996 0.05 219 (56) 163 0.00 Long-term asset impairment charge (e) 634 (163) 471 0.01 86 (22) 64 0.00 Acquired in-process research and development 525 (135) 390 0.01 306 (79) 227 0.00 Intangible asset impairment charge (f) 548 (141) 407 0.01 — — — — Amortization of intangibles 5,506 (1,450) 4,056 0.07 4,465 (1,187) 3,278 0.06 Special legal expense (g) 2,678 (689) 1,989 0.04 3,337 (858) 2,479 0.05 Other (Income) Expense Amortization of long-term debt issuance costs 402 (104) 298 0.01 402 (103) 299 0.01 Tax expense related to restructuring (h) — 93 93 0.00 — — — — Non-GAAP net income $ 57,036 $ (12,654) $ 44,382 $ 0.79 $ 47,653 $ (9,361) $ 38,292 $ 0.74 Diluted shares 56,523 52,033 18
Footnotes to Reconciliations of GAAP Net Income to Non-GAAP Net Income (a) Reflects the tax effect associated with pre-tax income and the non-GAAP adjustments. (b) Represents transaction costs and certain integration costs, including travel, related to acquisitions. (c) Represents incremental expenses incurred to comply with the pending Medical Device Regulation (MDR) in Europe. (d) Represents changes in the fair value of contingent consideration liabilities and contingent receivables as a result of acquisitions. (e) Represents abandoned patents and other long-term assets. (f) Represents impairment charges related to certain acquired intangible assets. (g) Costs incurred in responding to an inquiry from the U.S. Department of Justice. (h) Net tax expense related to non-recurring tax withholdings in connection with restructuring of certain international subsidiaries 19
Reconciliation of Reported Revenue to Core Revenue (Non-GAAP), Constant Currency Revenue (Non-GAAP), and Core Revenue on a Constant Currency Basis (Non-GAAP) (Unaudited; in thousands except percentages) Three Months Ended Six Months Ended June 30, June 30, % Change 2019 2018 % Change 2019 2018 Reported Revenue 13.7% $ 255,532 $ 224,810 15.4% $ 493,881 $ 427,844 Add: Impact of foreign exchange (a) 4,671 — 9,461 — Constant Currency Revenue 15.7% $ 260,203 $ 224,810 17.6% $ 503,342 $ 427,844 Three Months Ended Six Months Ended June 30, June 30, % Change 2019 2018 % Change 2019 2018 Reported Revenue 13.7% $ 255,532 $ 224,810 15.4% $ 493,881 $ 427,844 Less: Revenue from certain acquisitions (b) (13,717) — (33,519) — Core Revenue 7.6% $ 241,815 $ 224,810 7.6% $ 460,362 $ 427,844 Add: Impact of foreign exchange (a) 4,671 — 9,461 — Core Revenue on a Constant Currency Basis 9.6% $ 246,486 $ 224,810 9.8% $ 469,823 $ 427,844 (a) The constant currency revenue adjustment of $4.7 million and $9.5 million to reported revenue and to core revenue, for the three and six months ended June 30, 2019, respectively, were calculated using the applicable average foreign exchange rates for the three and six months ended June 30, 2018. (b) Merit’s core revenue is defined (a) with respect to prior fiscal year periods, as GAAP revenue, and (b) with respect to current fiscal year periods, as GAAP revenue, less revenue from certain acquisitions and strategic transactions. For the three and six-month periods ended June 30, 2019, Merit’s core revenue excludes revenues attributable to (i) the acquisition of (1) certain divested assets of Becton, Dickinson & Company in February 2018 (excluded January 2019), (2) the assets of DirectACCESS Medical, LLC in May 2018 (excluded through April 2019 only), (3) Cianna Medical, Inc. in November 2018, (4) the assets of Vascular Insights, LLC in December 2018, and (5) Brightwater Medical, Inc. in June 2019, and (ii) distribution arrangements executed with NinePoint Medical, Inc. in April 2018 (excluded through April 2019 only) and QXMedical, LLC in May 2018 (excluded through May 2019 only). Core revenue on a constant currency basis is defined as core revenue (as described in the first sentence of this paragraph) adjusted to eliminate the foreign exchange impact related to those core revenues for the relevant period, using the applicable average foreign exchange rates in effect for the comparable prior-year periods presented. 20
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, 2019 2018 2019 Reported Gross Margin 43.8% 44.5% 43.9% 44.0% Add back impact of: Amortization of intangibles 4.8% 3.5% 4.8% 3.3% Inventory mark-up related to acquisitions 0.1% 0.9% 0.2% 0.9% Non-GAAP Gross Margin 48.7% 48.9% 48.9% 48.2% 21
