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 27, 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.) |
1600 West Merit Parkway |
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South Jordan, Utah |
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84095 |
(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 October 27, 2009, Merit Medical Systems, Inc. (Merit) issued a press release announcing its operating and financial results for the quarter ended September 30, 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 October 27, 2009, entitled Merit Medical Announces Record Sales, Up 15%, and Record Earnings, Up 17%, for the Third Quarter Ended September 30, 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: October 27, 2009 |
By: |
/s/ Kent W. Stanger |
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Chief Financial Officer, Secretary and Treasurer |
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EXHIBIT INDEX
EXHIBIT
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DESCRIPTION |
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99.1 |
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Press Release, dated October 27, 2009, entitled Merit Medical Announces Record Sales, Up 15%, and Record Earnings, Up 17%, for the Third Quarter Ended September 30, 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
PRESSRELEASE
FOR IMMEDIATE RELEASE
Date: |
October 27, 2009 |
Contact: |
Anne-Marie Wright, Vice President, Corporate Communications |
Phone: |
(801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688 |
MERIT MEDICAL ANNOUNCES RECORD SALES, UP 15%,
AND RECORD EARNINGS, UP 17%,
FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 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 revenues of $66.8 million for the quarter ended September 30, 2009, an increase of 15% over revenues of $58.2 million for the third quarter of 2008. Revenues for the nine-month period ended September 30, 2009 were a record $190.0 million, compared with $169.1 million for the comparable nine-month period in 2008, a gain of 12%.
Net income for the third quarter ended September 30, 2009 was a record $6.1 million, up 17% to $0.21 per share, compared to $5.2 million, or $0.18 per share, for the comparable quarter of 2008. Net income for the nine-month period ended September 30, 2009 was a record $17.5 million, up 14% to $0.61 per share, compared to $15.3 million, or $0.54 per share, for the same period of 2008.
In the third quarter of 2009, compared to the third quarter of 2008, catheter sales increased 23%; stand-alone device sales rose 13%; custom kit and tray sales grew 12%; and inflation devices sales fell 2% due primarily to decreased deliveries to an OEM
customer. Excluding sales to that OEM customer, inflation device sales were up 3% for the third quarter of 2009, relative to the comparable quarter of 2008.
For the nine-month period ended September 30, 2009, compared to the nine months ended September 30, 2008, catheter sales increased 23%; custom kit and tray sales grew 13%; stand-alone device sales rose 11%; and inflation device sales fell 4% due primarily to the decreased deliveries to the OEM customer described above. Excluding sales to that OEM customer, inflation device sales were up 2% for the first nine months of 2009, relative to the comparable nine months of 2008.
Gross margins for the third quarter of 2009 were 42.7% of sales, compared to 40.7% of sales for the third quarter of 2008. Gross margins for the nine-month period ended September 30, 2009 were 42.9% of sales, compared to 41.3% of sales for the comparable period of 2008.
The 200 basis-point increase in gross margins for the third quarter of 2009 and the 160-basis point increase for the nine-month period ended September 30, 2009 can be attributed primarily to increased overhead and manufacturing efficiencies resulting from 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 third quarter of 2009 were 25.1% of sales, compared to 24.6% of sales for the third quarter of 2008. For the nine-month period ended September 30, 2009, selling, general and administrative expenses were 25.2% of sales, compared with 23.8% of sales for the first nine months of 2008. The increase can be attributed primarily to the recent acquisition of the former Alveolus business, which is Merits new division called Merit Endotek, and the hiring of additional domestic and international sales reps.
Research and development costs during the third quarter of 2009 were 4.9% of sales, compared to 3.8% of sales for the third quarter of 2008. Research and development costs were 4.4% of sales for the first nine months of 2009, compared to 4.0% of sales for the same period of 2008. These numbers include new R&D expenses associated with the integration and development of the Alveolus business and additional costs related to research and development projects that are nearing completion.
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We are pleased with our overall performance, especially considering the season in which hospitals and physicians generally see slower admissions, said Fred P. Lampropoulos, Merits Chairman and Chief Executive Officer. Our strategy for continued growth and profitability are in place, particularly considering the opportunities going forward with the EnSnare®, which will start shipping the first week of January. Additionally, Merit will release several new products in the fourth quarter.
Income from operations was $8.5 million for the third quarter of 2009, compared to $7.2 million for the third quarter of 2008. For the nine-month period ended September 30, 2009, income from operations was a record $25.3 million, compared to $22.8 million for the same period of 2008.
Merits effective tax rate for the third quarter of 2009 was 27.8%, compared with 29.7% for the third quarter of 2008. For the nine-month period ended September 30, 2009, Merits effective tax rate was 31.5%, compared to 34.2% for the same period of 2008. The decrease in the effective tax rate for the third quarter of 2009 and the nine-month period ended September 30, 2009, compared to the same periods in 2008, can be attributed primarily to higher profits in Merits Irish facility, which are taxed at a lower rate than Merits domestic profits and Irish research and development tax credits.
CONFERENCE CALL
Merit Medical invites all interested parties to participate in its conference call today, October 27th, at 5:00 p.m. Eastern (4:00 p.m. Central, 3:00 p.m. Mountain, and 2:00 p.m. Pacific). The domestic phone number is 877-941-1465, and the international number is 480-629-9678. A live webcast as well as a rebroadcast can be accessed through the Investors page at www.merit.com or through the webcasts tab at www.fulldisclosure.com.
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INCOME STATEMENT
(Unaudited, in thousands except per share amounts)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2009 |
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2008 |
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2009 |
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2008 |
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SALES |
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$ |
66,759 |
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$ |
58,153 |
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$ |
189,967 |
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$ |
169,147 |
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COST OF SALES |
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38,224 |
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34,469 |
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108,481 |
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99,369 |
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GROSS PROFIT |
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28,535 |
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23,684 |
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81,486 |
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69,778 |
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OPERATING EXPENSES |
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Selling, general and administrative |
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16,780 |
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14,329 |
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47,896 |
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40,240 |
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Research and development |
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3,292 |
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2,186 |
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8,264 |
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6,756 |
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Total |
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20,072 |
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16,515 |
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56,160 |
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46,996 |
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INCOME FROM OPERATIONS |
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8,463 |
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7,169 |
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25,326 |
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22,782 |
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OTHER INCOME (EXPENSE) |
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Interest income |
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14 |
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183 |
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164 |
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495 |
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Other income (expense) |
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(43 |
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46 |
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3 |
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25 |
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Total other income (expense) - net |
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(29 |
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229 |
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167 |
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520 |
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INCOME BEFORE INCOME TAX EXPENSE |
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8,434 |
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7,398 |
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25,493 |
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23,302 |
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INCOME TAX EXPENSE |
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2,349 |
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2,198 |
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8,030 |
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7,967 |
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NET INCOME |
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$ |
6,085 |
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$ |
5,200 |
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$ |
17,463 |
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$ |
15,335 |
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EARNINGS PER SHARE- |
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Basic |
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$ |
0.22 |
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$ |
0.19 |
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$ |
0.62 |
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$ |
0.55 |
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Diluted |
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$ |
0.21 |
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$ |
0.18 |
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$ |
0.61 |
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$ |
0.54 |
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AVERAGE COMMON SHARES- |
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Basic |
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27,970 |
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27,900 |
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27,983 |
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27,669 |
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Diluted |
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28,690 |
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28,812 |
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28,555 |
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28,482 |
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4
BALANCE SHEET
(Unaudited in thousands)
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September 30, |
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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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$ |
5,763 |
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$ |
34,030 |
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Trade receivables, net |
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31,812 |
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27,749 |
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Employee receivables |
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171 |
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126 |
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Other receivables |
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465 |
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818 |
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Inventories |
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48,036 |
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38,358 |
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Prepaid expenses and other assets |
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1,832 |
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985 |
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Deferred income tax assets |
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2,783 |
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2,782 |
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Income tax refunds receivable |
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667 |
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607 |
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Total Current Assets |
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91,529 |
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105,455 |
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Property and equipment, net |
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111,194 |
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103,939 |
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Other intangibles, net |
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25,899 |
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6,913 |
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Goodwill |
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32,849 |
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13,048 |
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Other assets |
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3,030 |
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2,325 |
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Deferred income tax assets |
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38 |
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23 |
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Deposits |
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92 |
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73 |
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Total Assets |
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$ |
264,631 |
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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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13,570 |
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10,622 |
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Other payables |
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7,000 |
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Accrued expenses |
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13,213 |
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9,973 |
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Advances from employees |
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405 |
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211 |
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Income taxes payable |
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1,472 |
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366 |
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Total Current Liabilities |
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35,660 |
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21,172 |
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Deferred income tax liabilities |
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8,788 |
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8,771 |
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Liabilities related to unrecognized tax positions |
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2,681 |
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2,818 |
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Deferred compensation payable |
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3,048 |
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2,348 |
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Deferred credits |
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1,903 |
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1,994 |
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Other long-term obligation |
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461 |
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368 |
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Total Liabilities |
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52,541 |
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37,471 |
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Stockholders Equity |
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Common stock |
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62,012 |
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61,689 |
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Retained earnings |
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150,137 |
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132,674 |
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Accumulated other comprehensive loss |
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(59 |
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(58 |
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Total stockholders equity |
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212,090 |
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194,305 |
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Total Liabilities and Stockholders Equity |
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$ |
264,631 |
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$ |
231,776 |
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5
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 125 individuals. Merit employs approximately 1,880 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, including the inability to commercialize the Vysera technology as currently anticipated; 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; 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 force majeure events on Merits business, 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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