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): April 28, 2009
Merit Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
Utah |
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0-18592 |
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87-0447695 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
incorporation or organization) |
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File Number) |
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Identification No.) |
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1600 West Merit Parkway |
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South Jordan, Utah |
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84095 |
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(Address of principal executive offices) |
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(Zip Code) |
(801) 253-1600
(Registrants 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))
Item 2.02. Results of Operations and Financial Condition.
On April 28, 2009, Merit Medical Systems, Inc. (Merit) issued a press release announcing its operating and financial results for the quarter ended March 31, 2009. The full text of Merits press release, together with related unaudited financial statements, is furnished herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K (including the exhibit 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, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release Issued by Merit, dated April 28, 2009, entitled Merit Medical Announces 28 Percent Increase in Net Income on Record Sales and Improved Gross Margins for the First Quarter Ended March 31, 2009, together with related unaudited financial statements.
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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.
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MERIT MEDICAL SYSTEMS, INC. |
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Date: April 28, 2009 |
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By: |
/s/ Kent W. Stanger |
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Chief Financial Officer, Secretary and Treasurer |
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EXHIBIT INDEX
EXHIBIT NUMBER |
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DESCRIPTION |
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99.1 |
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Press Release, dated April 28, 2009, entitled Merit Medical Announces 28 Percent Increase in Net Income on Record Sales and Improved Gross Margins for the First Quarter Ended March 31, 2009, together with related unaudited financial statements. |
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Exhibit 99.1
1600 West Merit Parkway · South Jordan, UT 84095
Telephone: 801-253-1600 · Fax: 801-253-1688
PRESS RELEASE
FOR IMMEDIATE RELEASE
Date: |
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April 28, 2009 |
Contact: |
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Anne-Marie Wright, Vice President, Corporate Communications |
Phone: |
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(801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688 |
MERIT MEDICAL ANNOUNCES 28 PERCENT INCREASE IN NET INCOME ON RECORD SALES AND IMPROVED GROSS MARGINS FOR THE FIRST QUARTER ENDED MARCH 31, 2009
SOUTH JORDAN, UTAH Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading manufacturer and marketer of proprietary disposable medical devices used in interventional and diagnostic procedures, particularly in cardiology, radiology and gastroenterology, today announced record sales of $58.4 million for the quarter ended March 31, 2009, an increase of 9% over sales of $53.6 million for the first quarter of 2008.
Net income for the first quarter of 2009 increased 28% to $5.5 million, or $0.19 per share, compared to net income of $4.3 million, or $0.15 per share, for the first quarter of 2008.
During the first quarter we accomplished our goal of closing the Alveolus, Inc. and Biosearch Medical Products, Inc. transactions. We believe the technology and intellectual property acquired in these transactions will facilitate growth and opportunity in our new Merit Endotek division, said Fred P. Lampropoulos, Merits Chairman and Chief Executive Officer. Despite the worldwide economic slowdown and financial turmoil, Merit posted gains in sales and gross margins. Excluding sales of our largest OEM customer, our OEM sales grew 41%. We believe this was a result of efficient staffing and aggressive marketing of Merits broad line of products for customers looking for stability and value.
Gross margins for the first quarter of 2009 were up 220 basis points to 42.5% of sales, compared to 40.3% of sales for the first quarter of 2008. The improvement in gross margins was primarily the result of overhead and manufacturing efficiencies attributable to higher
production volumes, reduced material costs, and a favorable Euro to dollar exchange rate, which reduced costs in Merits facility in Galway, Ireland.
Selling, general and administrative expenses for the first quarter of 2009 were 25.4% of sales, compared to 24.4% of sales for the first quarter of 2008. Approximately 130 basis points of the increase in SG&A expenses were related to acquiring the assets of Alveolus and operating the former Alveolus business during the last three weeks of the quarter ended March 31, 2009. Research and development costs were 3.6% of sales for both the first quarter of 2009 and the first quarter of 2008.
Income from operations for the quarter ended March 31, 2009 was $7.9 million, compared to $6.6 million for the first quarter of 2008.
For the first quarter of 2009, compared to the first quarter of 2008, catheter sales increased 25%; custom kit and tray sales rose 10%; stand-alone device sales grew 9%; and inflation device sales fell 4%. Inflation device sales were affected by deliveries of inflation devices to an OEM customer.
Merits effective tax rate for the first quarter of 2009 was 31.4%, compared with 36.0% for the comparable period of 2008. This lower tax rate is primarily a result of higher profits in Merits Irish facility, which are taxed at a lower rate.
Merits cash position was $16.4 million on March 31, 2009, compared with $34.0 million on December 31, 2008. Approximately $20.2 million was paid from cash reserves during the first quarter of 2009 to acquire the assets of Alveolus and Biosearch, and $2.5 million was spent to repurchase outstanding shares of Merits common stock.
CONFERENCE CALL
Merit Medical invites all interested parties to participate in its conference call today, April 28, 2009, at 5:00 p.m. Eastern (4:00 p.m. Central, 3:00 p.m. Mountain, and 2:00 p.m. Pacific). The domestic phone number is 800-240-4186, and the international number is 303-262-2137. A live webcast as well as a rebroadcast of the conference call can be accessed through the Investors page at www.merit.com or through the webcasts tab at www.fulldisclosure.com.
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INCOME STATEMENT
(Unaudited, in thousands except per share amounts)
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Three Months Ended |
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March 31, |
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2009 |
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2008 |
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SALES |
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$ |
58,371 |
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$ |
53,553 |
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COST OF SALES |
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33,563 |
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31,961 |
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GROSS PROFIT |
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24,808 |
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21,592 |
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OPERATING EXPENSES |
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Selling, general and administrative |
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14,829 |
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13,072 |
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Research and development |
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2,079 |
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1,916 |
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Total |
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16,908 |
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14,988 |
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INCOME FROM OPERATIONS |
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7,900 |
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6,604 |
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OTHER INCOME (EXPENSE) |
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Interest income |
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122 |
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150 |
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Other income (expense) |
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52 |
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(5 |
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Total Other Income - net |
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174 |
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145 |
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INCOME BEFORE INCOME TAXES |
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8,074 |
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6,749 |
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INCOME TAX EXPENSE |
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2,537 |
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2,432 |
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NET INCOME |
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$ |
5,537 |
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$ |
4,317 |
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EARNINGS PER COMMON SHARE- |
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Basic |
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$ |
0.20 |
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$ |
0.16 |
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Diluted |
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$ |
0.19 |
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$ |
0.15 |
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AVERAGE COMMON SHARES- |
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Basic |
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28,057 |
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27,495 |
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Diluted |
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28,547 |
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28,301 |
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BALANCE SHEET
(Unaudited in thousands)
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March 31, |
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December 31, |
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2009 |
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2008 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
16,430 |
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$ |
34,030 |
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Trade receivables, net |
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29,794 |
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27,749 |
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Employee receivables |
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115 |
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126 |
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Other receivables |
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711 |
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818 |
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Inventories |
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42,953 |
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38,358 |
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Prepaid expenses and other assets |
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1,184 |
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985 |
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Deferred income tax assets |
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2,779 |
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2,782 |
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Income tax refunds receivable |
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626 |
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607 |
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Total Current Assets |
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94,592 |
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105,455 |
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Property and equipment, net |
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105,748 |
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103,939 |
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Other intangibles, net |
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17,344 |
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6,913 |
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Goodwill |
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21,124 |
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13,048 |
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Other assets |
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2,181 |
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2,325 |
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Deferred income tax assets |
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35 |
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23 |
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Deposits |
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126 |
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73 |
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Total Assets |
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$ |
241,150 |
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$ |
231,776 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities |
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Trade payables |
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13,724 |
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10,622 |
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Accrued expenses |
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11,020 |
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9,973 |
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Advances from employees |
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314 |
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211 |
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Income taxes payable |
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2,109 |
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366 |
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Total Current Liabilities |
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27,167 |
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21,172 |
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Deferred income tax liabilities |
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8,782 |
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8,771 |
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Liabilities related to unrecognized tax positions |
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2,818 |
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2,818 |
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Deferred compensation payable |
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2,205 |
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2,348 |
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Deferred credits |
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1,967 |
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1,994 |
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Other long-term obligation |
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395 |
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368 |
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Total Liabilities |
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43,334 |
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37,471 |
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Stockholders Equity |
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Common stock |
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59,732 |
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61,689 |
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Retained earnings |
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138,211 |
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132,674 |
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Accumulated other comprehensive loss |
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(127 |
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(58 |
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Total stockholders equity |
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197,816 |
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194,305 |
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Total Liabilities and Stockholders Equity |
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$ |
241,150 |
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$ |
231,776 |
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ABOUT MERIT
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical devices used in interventional and diagnostic procedures, particularly in cardiology, radiology and gastroenterology. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 100 individuals. Merit employs approximately 1,780 people worldwide, with facilities in Salt Lake City and South Jordan, Utah; Angleton, Texas; Richmond, Virginia; Maastricht and Venlo, The Netherlands; and Galway, Ireland.
Statements contained in this release which are not purely historical, 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 Merits Annual Report on Form 10-K for the year ended December 31, 2008. Such risks and uncertainties include risks relating to: infringement of Merits technology or the assertion that Merits technology infringes the rights of other parties; downturn of the national economy and its affect on Merits revenues, collections and supplier relations; termination of supplier relationships, or failure of suppliers to perform; product recalls and product liability claims; delays in obtaining regulatory approvals, or the failure to maintain such approvals; inability to successfully manage growth through acquisitions; concentration of Merits revenues among a few products and procedures; development of new products and technology that could render Merits products obsolete; market acceptance of new products; introduction of products in a timely fashion; price and product competition; availability of labor and materials; cost increases; and fluctuations in and obsolescence of inventory; volatility of the market price of Merits common stock; foreign currency fluctuations; changes in key personnel; work stoppage or transportation risks; modification or limitation of governmental or private insurance reimbursement; changes in health care markets related to health care reform initiatives; impact of Merits business by force majeure factors, including severe weather conditions; failure to comply with applicable environmental laws and other factors referred to in Merits Annual Report on Form 10-K for the year ended December 31, 2008, and other reports 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 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.
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