0000856982falseMERIT MEDICAL SYSTEMS INC00008569822022-07-272022-07-27

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 27, 2022

Graphic

Merit Medical Systems, Inc.

(Exact name of registrant as specified in its charter)

Utah

    

0-18592

    

87-0447695

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification No.)

1600 West Merit Parkway

    

South Jordan, Utah

84095

(Address of principal executive offices)

(Zip Code)

(801) 253-1600

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, no par value

MMSI

NASDAQ Global Select Market System

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.   Results of Operations and Financial Condition.

On July 27, 2022, Merit Medical Systems, Inc. (the “Company”) issued a press release announcing its operating and financial results for the quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 27, 2022, the Company is conducting a conference call to discuss its operating and financial results for the quarter ended June 30, 2022. A live webcast and slide presentation will also be available for the conference call on the Company’s website. A copy of the slide presentation is furnished as Exhibit 99.2 to this report.

The information contained in Item 2.02 and Item 7.01 of this Current Report on Form 8-K (including the exhibits attached hereto) is furnished pursuant to General Instruction B.2. of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.   Financial Statements and Exhibits.

(d)            Exhibits

EXHIBIT NUMBER

    

DESCRIPTION

99.1

Press Release, dated July 27, 2022, entitled “Merit Medical Reports Results for Quarter Ended June 30, 2022” including unaudited financial information.

99.2

Conference Call Presentation.

104

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

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MERIT MEDICAL SYSTEMS, INC.

Date: July 27, 2022

By:

/s/ Brian G. Lloyd

Brian G. Lloyd

Chief Legal Officer and Corporate Secretary

3

Exhibit 99.1

Graphic

Contacts:

PR/Media Inquiries:

Teresa Johnson

Merit Medical

Investor Inquiries:

Mike Piccinino, CFA, IRC

Westwicke - ICR

+1-801-208-4295

+1-443-213-0509

tjohnson@merit.com

mike.piccinino@westwicke.com

FOR IMMEDIATE RELEASE

MERIT MEDICAL REPORTS RESULTS FOR
QUARTER ENDED JUNE 30, 2022

Q2 2022 reported revenue of $295.0 million, up 5.2% compared to Q2 2021
Q2 2022 constant currency revenue, organic* up 7.4% compared to Q2 2021
Q2 2022 GAAP operating margin of 7.9%, compared to 3.2% in Q2 2021
Q2 2022 non-GAAP operating margin of 19.1%, compared to 16.3% in Q2 2021
Q2 2022 GAAP EPS $0.27, compared to $0.09 in Q2 2021
Q2 2022 non-GAAP EPS* of $0.73, compared to $0.62 in Q2 2021

*  Constant currency revenue; constant currency revenue, organic; non-GAAP EPS; non-GAAP net income; non-GAAP operating income and margin; non-GAAP gross margin; and free cash flow are non-GAAP financial measures. A reconciliation of these financial measures to their most directly comparable GAAP financial measures is included under the heading “Non-GAAP Financial Measures” below.

SOUTH JORDAN, Utah, July 27, 2022 -- Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer and marketer of healthcare technology, today announced revenue of $295.0 million for the quarter ended June 30, 2022, an increase of 5.2% compared to the quarter ended June 30, 2021. Constant currency revenue, organic, for the second quarter of 2022 increased 7.4% compared to the prior year period.

1


Merit’s revenue by operating segment and product category for the three and six-month periods ended June 30, 2022 and 2021 was as follows (unaudited; in thousands, except for percentages):

    

Three Months Ended

Six Months Ended

    

June 30, 

June 30, 

    

% Change

    

2022

    

2021

    

% Change

    

2022

    

2021

Cardiovascular

Peripheral Intervention

 

5.1

%  

$

110,955

$

105,600

9.2

%  

$

216,728

$

198,514

Cardiac Intervention

 

4.6

%  

 

89,574

 

85,653

 

6.7

%  

171,061

 

160,390

Custom Procedural Solutions

 

0.9

%  

 

49,093

 

48,636

 

1.4

%  

95,355

 

94,057

OEM

 

14.3

%  

 

37,048

 

32,403

 

16.8

%  

70,462

 

60,337

Total

 

5.3

%  

 

286,670

 

272,292

 

7.9

%  

553,606

 

513,298

Endoscopy

Endoscopy Devices

 

3.4

%  

 

8,306

 

8,033

 

5.3

%  

16,785

 

15,940

Total

 

5.2

%  

$

294,976

$

280,325

7.8

%  

$

570,391

$

529,238

Merit’s GAAP gross margin for the second quarter of 2022 was 45.8%, compared to GAAP gross margin of 44.3% for the prior year period. Merit’s non-GAAP gross margin* for the second quarter of 2022 was 49.3%, compared to non-GAAP gross margin of 48.7% for the prior year period.

Merit’s GAAP net income for the second quarter of 2022 was $15.3 million, or $0.27 per share, compared to GAAP net income of $4.9 million, or $0.09 per share, for the second quarter of 2021. Merit’s non-GAAP net income* for the second quarter of 2022 was $42.3 million, or $0.73 per share, compared to non-GAAP net income of $35.3 million, or $0.62 per share, for the prior year period.

“We delivered better-than-expected revenue results for the second quarter of 2022, posting 7.4% constant currency sales growth fueled by solid execution from our team and more favorable than anticipated demand trends from customers in the U.S.,  EMEA and “Rest of World” regions.” said Fred P. Lampropoulos, Merit’s Chairman and Chief Executive Officer. “We also delivered better-than-expected profitability in the quarter, with year-over-year growth in non-GAAP net income and non-GAAP earnings per share of 20% and 19%, respectively, driven by material improvements in profitability resulting in a record non-GAAP operating margin of 19.1%.”

Mr. Lampropoulos continued: “Our updated guidance expectations for 2022 reflect continued confidence in our ability to drive solid constant currency revenue growth, material improvements in our profitability profile and strong free cash flow generation in 2022. Overall, we continue to execute on our multi-year strategic initiatives related to the Foundations for Growth Program and are excited about the results we are seeing across our business. We remain committed to the financial targets that we outlined in the Foundations for Growth Program for the three-year period ending December 31, 2023, which call for our constant currency, organic revenue to increase at a CAGR of at least 5%, non-GAAP operating margins of at least 18% and cumulative free cash flow of more than $300 million. Our team continues to execute well and remains focused on our strategic initiatives, while standing ready to adapt quickly to changes in our markets.”

As of June 30, 2022, Merit had cash, cash equivalents and restricted cash of $65.2 million, long term debt obligations of $246 million, and available borrowing capacity of approximately $481 million, compared to cash, cash equivalents and restricted cash of $68 million, long term debt obligations of $243 million, and available borrowing capacity of approximately $490 million as of December 31, 2021.

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Updated Fiscal Year 2022 Financial Guidance

Based upon information currently available to Merit’s management, for the year ending December 31, 2022, absent material acquisitions, non-recurring transactions or other factors beyond Merit’s current expectations, Merit now expects the following:

Net revenue in the range of $1.123 billion to $1.135 billion, representing an increase of approximately 5% to 6% year-over-year, as compared to net revenue of $1.075 billion for the twelve months ended December 31, 2021. The fiscal year 2022 revenue guidance range assumes:
oNet revenue from Merit’s cardiovascular segment of between $1.093 billion and $1.102 billion, representing an increase of approximately 5% to 6% year-over-year as compared to net revenue of $1.043 billion for the twelve months ended December 31, 2021.
oNet revenue from Merit’s endoscopy segment of between $30.0 million and $34.0 million, representing a range of a 5% decline to an 8% increase year-over-year as compared to net revenue of $31.5 million for the twelve months ended December 31, 2021.
GAAP net income in the range of $62.4 million to $68.3 million, or $1.08 to $1.18 per diluted share, compared to GAAP net income of $48.5 million, or $0.84 per diluted share, for the twelve months ended December 31, 2021.
Non-GAAP net income in the range of $139.6 million to $145.5 million, or $2.42 to $2.52 per diluted share, compared to non-GAAP net income of $136.2 million, or $2.37 per diluted share, for the twelve months ended December 31, 2021.

Merit’s financial guidance for the year ending December 31, 2022 is subject to risks and uncertainties identified in this release and Merit’s filings with the U.S. Securities and Exchange Commission (the “SEC”).

CONFERENCE CALL

Merit will hold its investor conference call today, Wednesday, July 27, 2022, at 5:00 p.m. Eastern (4:00 p.m. Central, 3:00 p.m. Mountain, and 2:00 p.m. Pacific). To access the conference call, please pre-register using the following link. Registrants will receive confirmation with dial-in details. A live webcast and slide deck will also be available at merit.com.

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CONSOLIDATED BALANCE SHEETS

(in thousands)

    

June 30, 

    

2022

December 31, 

(Unaudited)

2021

ASSETS

 

  

 

  

Current Assets

 

  

 

  

Cash and cash equivalents

$

63,003

$

67,750

Trade receivables, net

 

158,801

 

152,301

Other receivables

 

10,627

 

17,763

Inventories

 

233,154

 

221,922

Prepaid expenses and other assets

 

23,050

 

16,149

Prepaid income taxes

 

3,532

 

3,550

Income tax refund receivables

 

464

 

2,777

Total current assets

 

492,631

 

482,212

Property and equipment, net

 

371,451

 

371,658

Intangible assets, net

 

294,228

 

319,269

Goodwill

 

359,692

 

361,741

Deferred income tax assets

 

5,861

 

6,080

Operating lease right-of-use assets

 

64,353

 

65,913

Other assets

 

43,303

 

41,421

Total Assets

$

1,631,519

$

1,648,294

LIABILITIES AND STOCKHOLDERS' EQUITY

 

  

 

  

Current Liabilities

 

  

 

  

Trade payables

$

59,441

$

55,624

Accrued expenses

 

111,955

 

159,014

Current portion of long-term debt

 

10,313

 

8,438

Current operating lease liabilities

 

10,444

 

10,668

Income taxes payable

 

3,437

 

2,536

Total current liabilities

 

195,590

 

236,280

Long-term debt

 

235,703

 

234,397

Deferred income tax liabilities

 

31,195

 

31,503

Long-term income taxes payable

 

347

 

347

Liabilities related to unrecognized tax benefits

 

932

 

932

Deferred compensation payable

 

15,562

 

18,111

Deferred credits

 

1,762

 

1,815

Long-term operating lease liabilities

 

59,646

 

61,526

Other long-term obligations

 

17,475

 

23,584

Total liabilities

 

558,212

 

608,495

Stockholders' Equity

 

  

 

  

Common stock

 

651,926

 

641,533

Retained earnings

 

432,100

 

406,257

Accumulated other comprehensive loss

 

(10,719)

 

(7,991)

Total stockholders' equity

 

1,073,307

 

1,039,799

Total Liabilities and Stockholders' Equity

$

1,631,519

$

1,648,294

4


CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; in thousands except per share amounts)

    

Three Months Ended

    

Six Months Ended

June 30, 

June 30, 

    

2022

    

2021

    

2022

    

2021

Net sales

$

294,976

$

280,325

$

570,391

$

529,238

Cost of sales

 

159,909

 

156,186

 

314,417

 

293,205

Gross profit

 

135,067

 

124,139

 

255,974

 

236,033

Operating expenses:

 

  

 

  

 

  

 

  

Selling, general and administrative

 

85,487

 

91,563

 

169,502

 

172,587

Research and development

 

18,466

 

17,593

 

35,853

 

33,867

Impairment charges

 

 

4,283

 

1,672

 

4,283

Contingent consideration expense

 

1,187

 

1,805

 

3,787

 

2,207

Acquired in-process research and development

 

6,671

 

 

6,671

 

Total operating expenses

 

111,811

 

115,244

 

217,485

 

212,944

Income from operations

 

23,256

 

8,895

 

38,489

 

23,089

Other income (expense):

 

  

 

  

 

  

 

  

Interest income

 

96

 

92

 

201

 

564

Interest expense

 

(1,348)

 

(1,386)

 

(2,350)

 

(2,923)

Other expense — net

 

(1,303)

 

(736)

 

(1,468)

 

(1,171)

Total other expense — net

 

(2,555)

 

(2,030)

 

(3,617)

 

(3,530)

Income before income taxes

 

20,701

 

6,865

 

34,872

 

19,559

Income tax expense

 

5,403

 

1,949

 

9,029

 

3,685

Net income

$

15,298

$

4,916

$

25,843

$

15,874

Earnings per common share

 

  

 

  

 

  

 

  

Basic

$

0.27

$

0.09

$

0.46

$

0.28

Diluted

$

0.27

$

0.09

$

0.45

$

0.28

Weighted average shares outstanding

 

  

 

  

 

  

 

  

Basic

 

56,691

 

56,061

 

56,642

 

55,890

Diluted

 

57,600

 

57,277

 

57,565

 

57,128

5


CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands - unaudited)

Six Months Ended

June 30, 

    

2022

    

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

 

Net income

$

25,843

$

15,874

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

 

  

 

  

Depreciation and amortization

 

40,902

 

42,417

Loss on disposition of business

1,254

 

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

 

1,733

 

4,368

Amortization of right-of-use operating lease assets

5,121

 

6,074

Adjustments and payments related to contingent consideration liability

1,999

 

2,207

Acquired in-process research and development

6,671

Stock-based compensation expense

 

9,093

 

6,732

Other adjustments

360

490

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

 

(42,182)

 

(1,722)

Total adjustments

 

24,951

 

60,566

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

 

50,794

 

76,440

CASH FLOWS FROM INVESTING ACTIVITIES:

 

  

 

  

Capital expenditures for property and equipment

 

(16,763)

 

(12,817)

Cash paid in acquisitions, net of cash acquired

(4,712)

(1,858)

Other investing, net

(1,824)

(585)

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

(23,299)

(15,260)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

Proceeds from issuance of common stock

3,244

11,780

Proceeds from (payments on) long-term debt, net

3,125

(58,878)

Contingent payments related to acquisitions

 

(32,798)

 

(489)

Payment of taxes related to an exchange of common stock

 

(1,015)

 

(488)

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

 

(27,444)

 

(48,075)

Effect of exchange rates on cash

 

(2,564)

 

(349)

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

 

(2,513)

 

12,756

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

 

  

 

  

Beginning of period

 

67,750

 

56,916

End of period

$

65,237

$

69,672

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

Cash and cash equivalents

63,003

69,672

Restricted cash reported in prepaid expenses and other current assets

2,234

Total cash, cash equivalents and restricted cash

$

65,237

$

69,672

6


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;
constant currency revenue, organic;
non-GAAP gross margin;
non-GAAP operating income and margin;
non-GAAP net income;
non-GAAP earnings per share; and
free cash flow.

Merit’s management team uses these non-GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating and financial results to prior periods, to evaluate changes in the results of its operating segments, and to measure and allocate financial resources internally. However, Merit’s management does not consider such non-GAAP measures in isolation or as an alternative to measures determined in accordance with GAAP.

Readers should consider non-GAAP measures used in this release in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP. These non-GAAP financial measures generally exclude some, but not all, items that may affect Merit’s net income. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded. Merit believes it is useful to exclude such items in the calculation of non-GAAP earnings per share, non-GAAP gross margin, non-GAAP operating income and 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 or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, corporate transformation expenses, governmental proceedings or changes in tax or industry regulations, gains or losses on disposal of certain assets, and debt issuance costs. Merit may incur similar types of expenses in the future, and the non-GAAP financial information included in this release should not be viewed as a statement or indication that these types of expenses will not recur. Additionally, the non-GAAP financial measures used in this release may not be comparable with similarly titled measures of other companies. Merit urges readers to review the reconciliations of its non-GAAP financial measures to 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

Merit’s constant currency revenue is prepared by converting the current-period reported revenue of subsidiaries whose functional currency is a currency other than the U.S. dollar at the applicable foreign exchange rates in effect during the comparable prior-year period, and adjusting for the effects of hedging transactions on reported revenue, which are recorded in the U.S. The constant currency revenue adjustments of $6.0 million and $7.8 million to reported revenue for the three and six-month periods ended June 30, 2022 were calculated using the applicable average foreign exchange rates for the three and six-month periods ended June 30, 2021.

Constant Currency Revenue, Organic

Merit’s constant currency revenue, organic, is defined, with respect to prior fiscal year periods, as GAAP revenue. With respect to current fiscal year periods, constant currency revenue, organic, is defined as constant currency revenue (as defined above), less revenue from certain acquisitions. For the three and six-month periods ended June 30, 2022, there were no revenues from acquisitions excluded in the calculation of Merit’s constant currency revenue, organic.

7


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 certain inventory write-offs, divided by reported net sales.

Non-GAAP Operating Income and Margin

Non-GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non-cash expenses related to amortization or write-off of previously acquired tangible and intangible assets, certain severance expenses, performance-based stock compensation expenses, corporate transformation expenses, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings or changes in industry regulations, as well as other items referenced in the tables below. Non-GAAP operating margin is calculated by dividing non-GAAP operating income by reported net sales.

Non-GAAP Net Income

Non-GAAP net income is calculated by adjusting GAAP net income for the items set forth in the definition of non-GAAP operating income above, as well as for expenses related to debt issuance costs, gains or losses on disposal of certain assets, changes in tax regulations, and other items set forth in the tables below.

Non-GAAP EPS

Non-GAAP EPS is defined as non-GAAP net income divided by the diluted shares outstanding for the corresponding period.

Free Cash Flow

Free cash flow is defined as cash flow from operations calculated in accordance with GAAP, less capital expenditures for property and equipment calculated in accordance with GAAP, as set forth in the consolidated statement of cash flows.

Non-GAAP Financial Measure Reconciliations

The following tables set forth supplemental financial data and corresponding reconciliations of non-GAAP financial measures to Merit’s corresponding financial measures prepared in accordance with GAAP, in each case, for the three and six-month periods ended June 30, 2022 and 2021. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of approximately $2.7 million and $1.8 million for the three-month periods ended June 30, 2022 and 2021, respectively and $6.1 million and $4.4 million for the six-month periods ended June 30, 2022 and 2021, respectively.

8


Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited; in thousands except per share amounts)

Three Months Ended

June 30, 2022

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

20,701

$

(5,403)

$

15,298

$

0.27

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

10,500

(2,575)

7,925

0.14

Operating Expenses

  

  

Contingent consideration expense

1,187

(9)

1,178

0.02

Amortization of intangibles

1,588

(394)

1,194

0.02

Performance-based share-based compensation (b)

1,756

(219)

1,537

0.03

Corporate transformation and restructuring (c)

6,819

(1,664)

5,155

0.09

Acquisition-related

1,006

(246)

760

0.01

Medical Device Regulation expenses (d)

2,659

(651)

2,008

0.03

Other (e)

7,645

(1,814)

5,831

0.10

Other (Income) Expense

Amortization of long-term debt issuance costs

151

(37)

114

0.00

Loss on disposal of business unit

1,255

1,255

0.02

Non-GAAP net income

$

55,267

$

(13,012)

$

42,255

$

0.73

Diluted shares

 

  

 

  

 

  

 

57,600

Three Months Ended

June 30, 2021

Pre-Tax

Tax Impact

After-Tax

Per Share Impact

GAAP net income

    

$

6,865

    

$

(1,949)

    

$

4,916

    

$

0.09

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

  

Amortization of intangibles

10,631

(2,640)

7,991

0.14

Inventory write-off (a)

1,620

(202)

1,418

0.02

Operating Expenses

  

  

Contingent consideration expense

1,805

6

1,811

0.03

Impairment charges

4,283

(481)

3,802

0.07

Amortization of intangibles

1,788

(448)

1,340

0.02

Performance-based share-based compensation (b)

1,343

(168)

1,175

0.02

Corporate transformation and restructuring (c)

7,316

(1,816)

5,500

0.10

Acquisition-related

826

(205)

621

0.01

Medical Device Regulation expenses (d)

1,013

(251)

762

0.01

Other (e)

6,236

(355)

5,881

0.10

Other (Income) Expense

  

Amortization of long-term debt issuance costs

151

(37)

114

0.00

Non-GAAP net income

$

43,877

$

(8,546)

$

35,331

$

0.62

Diluted shares

 

  

 

  

 

  

 

57,277


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

9


Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited; in thousands except per share amounts)

Six Months Ended

June 30, 2022

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

34,872

$

(9,029)

$

25,843

$

0.45

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

  

  

  

Amortization of intangibles

21,052

(5,162)

15,890

 

0.28

Operating Expenses

  

  

Contingent consideration expense

3,787

(17)

3,770

 

0.07

Impairment charges

1,672

(318)

1,354

 

0.02

Amortization of intangibles

3,195

(792)

2,403

 

0.04

Performance-based share-based compensation (b)

3,001

(343)

2,658

0.05

Corporate transformation and restructuring (c)

11,897

(2,906)

8,991

 

0.16

Acquisition-related

1,234

(302)

932

 

0.02

Medical Device Regulation expenses (d)

4,578

(1,121)

3,457

 

0.06

Other (e)

7,729

(1,835)

5,894

0.10

Other (Income) Expense

 

Amortization of long-term debt issuance costs

302

(74)

228

 

0.00

Loss on disposal of business unit

1,255

1,255

0.02

Non-GAAP net income

$

94,574

$

(21,899)

$

72,675

$

1.26

Diluted shares

 

 

  

 

  

 

57,565

Six Months Ended

June 30, 2021

    

Pre-Tax

    

Tax Impact

    

After-Tax

    

Per Share Impact

GAAP net income

$

19,559

$

(3,685)

$

15,874

$

0.28

Non-GAAP adjustments:

 

  

 

  

 

  

 

  

Cost of Sales

 

  

 

  

 

  

 

  

Amortization of intangibles

 

21,310

 

(5,292)

 

16,018

 

0.28

Inventory write-off (a)

1,620

(202)

1,418

0.02

Operating Expenses

 

  

 

  

 

  

 

Contingent consideration expense

 

2,207

 

14

 

2,221

 

0.04

Impairment charges

4,283

(481)

3,802

0.07

Amortization of intangibles

 

3,604

 

(902)

 

2,702

 

0.05

Performance-based share-based compensation (b)

2,359

(287)

2,072

0.04

Corporate transformation and restructuring (c)

 

12,761

 

(3,162)

 

9,599

 

0.17

Acquisition-related

 

5,608

 

(1,390)

 

4,218

 

0.07

Medical Device Regulation expenses (d)

1,394

(346)

1,048

0.02

Other (e)

6,375

(389)

5,986

0.10

Other (Income) Expense

 

 

  

 

  

 

Amortization of long-term debt issuance costs

 

302

 

(75)

 

227

 

0.00

Non-GAAP net income

$

81,382

$

(16,197)

$

65,185

$

1.14

Diluted shares

 

 

  

 

  

 

57,128


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

10


Reconciliation of Reported Operating Income to Non-GAAP Operating Income

(Unaudited; in thousands except percentages)

Three Months Ended

Three Months Ended

Six Months Ended

Six Months Ended

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

    

Amounts

    

% Sales

Net Sales as Reported

$

294,976

$

280,325

$

570,391

$

529,238

GAAP Operating Income

23,256

7.9

%

8,895

3.2

%

38,489

6.7

%

23,089

4.4

%

Cost of Sales

Amortization of intangibles

10,500

3.6

%

10,631

3.8

%

21,052

3.7

%

21,310

4.0

%

Inventory write-off (a)

1,620

0.6

%

1,620

0.3

%

Operating Expenses

Contingent consideration expense

1,187

0.4

%

1,805

0.6

%

3,787

0.7

%

2,207

0.4

%

Impairment charges

4,283

1.5

%

1,672

0.3

%

4,283

0.8

%

Amortization of intangibles

1,588

0.5

%

1,788

0.6

%

3,195

0.6

%

3,604

0.7

%

Performance-based share-based compensation (b)

1,756

0.6

%

1,343

0.5

%

3,001

0.5

%

2,359

0.4

%

Corporate transformation and restructuring (c)

6,819

2.3

%

7,316

2.6

%

11,897

2.1

%

12,761

2.4

%

Acquisition-related

1,006

0.3

%

826

0.3

%

1,234

0.2

%

5,608

1.1

%

Medical Device Regulation expenses (d)

2,659

0.9

%

1,013

0.4

%

4,578

0.8

%

1,394

0.3

%

Other (e)

7,645

2.6

%

6,236

2.2

%

7,729

1.4

%

6,375

1.2

%

Non-GAAP Operating Income

$

56,416

19.1

%

$

45,756

16.3

%

$

96,634

16.9

%

$

84,610

16.0

%


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

a)Represents the write-off of inventory related to the divestiture or exit of certain businesses or product lines.
b)Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards.
c)Includes consulting expenses related to the Foundations for Growth Program and other transformation costs, including severance related to corporate initiatives.
d)Represents incremental expenses incurred to comply with the Medical Device Regulation (“MDR”) in Europe.
e)The 2022 periods include acquired in-process research and development charges of $6.7 million and legal costs associated with a shareholder derivative proceeding. The 2021 periods include accrued contract termination costs of $6.1 million to renegotiate certain terms of an acquisition agreement and costs to comply with Merit’s corporate integrity agreement with the U.S. Department of Justice.

11


Reconciliation of Reported Revenue to Constant Currency Revenue (Non-GAAP), and Constant Currency Revenue, Organic (Non-GAAP)

(Unaudited; in thousands except percentages)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

% Change

    

2022

    

2021

    

% Change

    

2022

    

2021

Reported Revenue

 

5.2

%  

$

294,976

$

280,325

 

7.8

%  

$

570,391

$

529,238

Add: Impact of foreign exchange

 

 

6,071

 

 

 

7,788

 

Constant Currency Revenue (a)

 

7.4

%  

$

301,047

$

280,325

 

9.2

%  

$

578,179

$

529,238

Less: Revenue from certain acquisitions

Constant Currency Revenue, Organic (a)

7.4

%  

$

301,047

$

280,325

9.2

%  

$

578,179

$

529,238


(a)A non-GAAP financial measure. For a definition of this and other non-GAAP financial measures, see the section of this release entitled “Non-GAAP Financial Measures.”

12


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

(Unaudited; as a percentage of reported revenue)

Three Months Ended

Six Months Ended

 

June 30, 

June 30, 

 

    

2022

    

2021

    

2022

    

2021

 

Reported Gross Margin

 

45.8

%  

44.3

%  

44.9

%  

44.6

%

Add back impact of:

 

  

 

  

 

  

 

  

Amortization of intangibles

 

3.6

%  

3.8

%  

3.7

%  

4.0

%

Inventory write-off (a)

0.6

%

%  

0.3

%

Non-GAAP Gross Margin

 

49.3

%  

48.7

%  

48.6

%  

48.9

%


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

(a)Represents the write-off of inventory related to the divestiture or exit of certain businesses or product lines.

ABOUT MERIT

Founded in 1987, Merit Medical Systems, Inc. is a leading global manufacturer and marketer of healthcare technology. Merit serves client hospitals worldwide with a domestic and international sales force and clinical support team of approximately 600 individuals. Merit employs approximately 6,500 people worldwide with facilities in South Jordan, Utah; Pearland, Texas; Richmond, Virginia; Aliso Viejo, California; Maastricht and Venlo, The Netherlands; Paris, France; Galway, Ireland; Beijing, China; Tijuana, Mexico; Joinville, Brazil; Ontario, Canada; Melbourne, Australia; Tokyo, Japan; Reading, United Kingdom; Johannesburg, South Africa; and Singapore.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this release which are not purely historical, including, without limitation, statements regarding Merit’s forecasted plans, net sales, net income (GAAP and non-GAAP), operating income and margin (GAAP and non-GAAP), gross margin (GAAP and non-GAAP), earnings per share (GAAP and non-GAAP), free cash flow, and other financial measures, future growth and profit expectations or forecasted economic conditions, or the implementation of, and results achieved through, Merit’s Foundations for Growth Program or other expense reduction initiatives, or the development and commercialization of new products, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to risks and uncertainties such as those described in Merit’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”) and other filings with the SEC. Such risks and uncertainties include inherent risks and uncertainties relating to Merit’s internal models or the projections in this release; disruptions in Merit’s supply chain, manufacturing or sterilization processes; reduced availability of, and price increases associated with, commodity components; adverse changes in freight, shipping and transportation expenses; risks relating to Merit’s potential inability to successfully manage growth through acquisitions generally, including the inability to effectively integrate acquired operations or products or commercialize technology developed internally or acquired through completed, proposed or future transactions; negative changes in economic and industry conditions in the United States or other countries, including inflation; fluctuations in interest or foreign currency exchange rates; risks and uncertainties associated with Merit’s information technology systems, including the potential for breaches of security and evolving regulations regarding privacy and data protection; governmental scrutiny and regulation of the medical device industry, including governmental inquiries, investigations and proceedings involving Merit; litigation and other judicial proceedings affecting 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; 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; 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; 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

13


United States or other countries; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; risks and uncertainties associated with the COVID-19 pandemic and Merit’s response thereto; concentration of a substantial portion of Merit’s revenues among a few products and procedures; development of new products and technology that could render Merit’s existing or future products obsolete; market acceptance of new products; volatility in the market price of Merit’s common stock; modification or limitation of governmental or private insurance reimbursement policies; changes in healthcare policies or markets related to healthcare reform initiatives; failure to comply with applicable environmental laws; changes in key personnel; work stoppage or transportation risks; failure to introduce products in a timely fashion; price and product competition; availability of labor and materials; fluctuations in and obsolescence of inventory; and other factors referenced in the 2021 Annual Report and other materials filed with the SEC. All subsequent forward-looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. Those estimates and all other forward-looking statements included in this document are made only as of the date of this document, and except as otherwise required by applicable law, Merit assumes no obligation to update or disclose revisions to estimates and all other forward-looking statements.

TRADEMARKS

Unless noted otherwise, trademarks and registered trademarks used in this release are the property of Merit Medical Systems, Inc. and its subsidiaries in the United States and other jurisdictions.

# # #

14


Exhibit 99.2

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1 Merit Medical Investor Call July 27, 2022 Second Quarter 2022 Results Fred Lampropoulos Chairman and CEO Raul Parra CFO

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2 CAUTIONARY STATEMENT REGARDING FORWARD - LOOKING STATEMENTS This presentation and any accompanying management commentary include “forward - looking statements,” as defined within applicable securities laws and regulations .. All statements in this presentation, other than statements of historical fact, are “forward - looking statements”, including, without limitation, statements regarding Merit’s forecasted plans, net sales, net income (GAAP and non - GAAP), operating income and margin (GAAP and non - GAAP), gross margin (GAAP and non - GAAP), earnings per share (GAAP and non - GAAP), free cash flow, and other financial measures, future growth and profit expectations or forecasted economic conditions, or the implementation of, and results achieved through, Merit’s Foundations for Growth Program or other expense reduction initiatives, or the development and commercialization of new products, are forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended, and are subject to risks and uncertainties such as those described in Merit’s Annual Report on Form 10 - K for the year ended December 31 , 2021 (the “ 2021 Annual Report”) and other filings with the SEC .. Such risks and uncertainties include inherent risks and uncertainties relating to Merit’s internal models or the projections in this release ; disruptions in Merit’s supply chain, manufacturing or sterilization processes ; reduced availability of, and price increases associated with, commodity components ; adverse changes in freight, shipping and transportation expenses ; risks relating to Merit’s potential inability to successfully manage growth through acquisitions generally, including the inability to effectively integrate acquired operations or products or commercialize technology developed internally or acquired through completed, proposed or future transactions ; negative changes in economic and industry conditions in the United States or other countries, including inflation ; fluctuations in interest or foreign currency exchange rates ; risks and uncertainties associated with Merit’s information technology systems, including the potential for breaches of security and evolving regulations regarding privacy and data protection ; governmental scrutiny and regulation of the medical device industry, including governmental inquiries, investigations and proceedings involving Merit ; litigation and other judicial proceedings affecting 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 ; 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 ; 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 ; 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 ; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform ; risks and uncertainties associated with the COVID - 19 pandemic and Merit’s response thereto ; concentration of a substantial portion of Merit’s revenues among a few products and procedures ; development of new products and technology that could render Merit’s existing or future products obsolete ; market acceptance of new products ; volatility in the market price of Merit’s common stock ; modification or limitation of governmental or private insurance reimbursement policies ; changes in healthcare policies or markets related to healthcare reform initiatives ; failure to comply with applicable environmental laws ; changes in key personnel ; work stoppage or transportation risks ; failure to introduce products in a timely fashion ; price and product competition ; availability of labor and materials ; fluctuations in and obsolescence of inventory ; and other factors referenced in the 2021 Annual Report and other materials filed with the SEC .. All subsequent forward - looking statements attributable to Merit or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements .. Actual results will likely differ, and may differ materially, from anticipated results .. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results .. Those estimates and all other forward - looking statements included in this document are made only as of the date of this document, and except as otherwise required by applicable law, Merit assumes no obligation to update or disclose revisions to estimates and all other forward - looking statements .. 2

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3 NON - GAAP FINANCIAL MEASURES Although Merit’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), Merit’s management believes that certain non - GAAP financial measures provide investors with useful information regarding the underlying business trends and performance of Merit’s ongoing operations and can be useful for period - over - period comparisons of such operations .. Certain financial measures included in this presentation, or which may be referenced in management’s discussion of Merit’s historical and future operations and financial results, have not been calculated in accordance with GAAP, and, therefore, are referenced as non - GAAP financial measures .. Readers should consider non - GAAP measures used in this presentation in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP .. These non - GAAP financial measures generally exclude some, but not all, items that may affect Merit's net income .. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded .. Additionally, non - GAAP financial measures used in this presentation may not be comparable with similarly titled measures of other companies .. Merit urges readers to review the reconciliations of its non - GAAP financial measures to the comparable GAAP financial measures, and not to rely on any single financial measure to evaluate Merit’s business or results of operations .. Please refer to “Notes to Non - GAAP Financial Measures” at the end of these materials for more information .. TRADEMARKS Unless noted otherwise, trademarks used in this presentation are the property of Merit Medical Systems, Inc .. , in the United States and other jurisdictions .. 3

GRAPHIC

4 Q2 2022 Q2 2021 YTD 2022 YTD 2021 Revenue $295.0M $280.3M $570.4M $529.2M Gross Margin 45.8% 44.3% 44.9% 44.6% Operating Margin 7.9% 3.2% 6.7% 4.4% Net Income $15.3M $4.9M $25.8M $15.9M Earnings per Share $0.27 $0.09 $0.45 $0.28 Financial Summary GAAP 4

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5 Q2 2022 Q2 2021 YTD 2022 YTD 2021 Revenue (constant currency, organic) † $301.0M $280.3M $578.2M $529.2M Gross Margin 49.3% 48.7% 48.6% 48.9% Operating Margin 19.1% 16.3% 16.9% 16.0% Net Income $42.3M $35.3M $72.7M $65.2M Earnings per Share $0.73 $0.62 $1.26 $1.14 Financial Summary Non - GAAP* 5 * See "Notes to Non - GAAP Financial Measures" below for additional information regarding non - GAAP measures used in this presentat ion. † A no n - GAAP financial measure, representing constant currency revenue, organic.

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6 Revenue Breakdown – Q 2 Region Q2 2022 Q2 2021 $ Change % Change CC % Change* U.S. $164,674 $158,771 $5,903 3.7% 2.6% APAC 61,995 61,449 546 0.9% 5.5% EMEA 56,694 52,823 3,871 7.3% 17.1% Rest of World 11,613 7,282 4,331 59.5% 57.5% Total International 130,302 121,554 8,748 7.2% 13.6% Total $294,976 $280,325 $14,651 5.2% 7.4% 6 * A non - GAAP financial measure, representing revenue growth on a constant currency (“CC”) basis. See "Notes to Non - GAAP Financia l Measures" below for additional information regarding non - GAAP measures used in this presentation. In thousands, except percentages

GRAPHIC

7 Revenue Breakdown – YTD Region YTD 2022 YTD 2021 $ Change % Change CC % Change* U.S. $317,666 $300,143 $17,523 5.8% 4.8% APAC 122,481 112,668 9,813 8.7% 11.5% EMEA 108,683 102,335 6,348 6.2% 13.9% Rest of World 21,561 14,092 7,469 53.0% 51.1% Total International 252,725 229,095 23,630 10.3% 15.0% Total $570,391 $529,238 $41,153 7.8% 9.2% 7 * A non - GAAP financial measure, representing revenue growth on a constant currency (“CC”) basis. See "Notes to Non - GAAP Financia l Measures" below for additional information regarding non - GAAP measures used in this presentation. In thousands, except percentages

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8 Financial Metrics Metric Q2 2022 Q2 2021 YTD 2022 YTD 2021 Depreciation & Amortization $20.4M $21.0M $40.9M $42.4M Stock Comp (performance - based) 1.8M 1.3M 3.0M 2.4M Stock Comp (not performance - based) 2.7M 1.8M 6.1M 4.4M Operating Cash Flow 38.8M 41.2M 50.8M 76.4M Capital Expenditures - Property and Equipment 7.2M 6.6M 16.8M 12.8M 8

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9 * See "Notes to Non - GAAP Financial Measures" below for additional information regarding non - GAAP measures used in this presentat ion. Merit’s financial guidance for the year ending December 31, 2022, is subject to risks and uncertainties identified in this prese ntation and in Merit’s filings with the U.S. Securities and Exchange Commission (“SEC”). See “Cautionary Statement Regarding Forward - Looking Statements ..” Financial Measure Prior Guidance Revised Guidance Net Sales $1.117 billion to $1.140 billion $1.123 billion to $1.135 billion Net Income (GAAP) $75.4 million to $84.0 million $62.4 million to $68.3 million Earnings Per Share (GAAP) $1.30 to $1.45 $1.08 to $1.18 Net Income (Non - GAAP)* $140.0 million to $148.7 million $139.6 million to $145.5 million Earnings Per Share (Non - GAAP)* $2.41 to $2.56 $2.42 to $2.52 Updated 2022 Financial Guidance

GRAPHIC

10 Appendix 10

GRAPHIC

11 Notes to Non - GAAP Financial Measures For additional details, please see the accompanying press release and forward - looking statement disclosure .. These presentation materials and associated commentary from Merit’s management, as well as the press release issued today, use non - GAAP financial measures, including : • constant currency revenue ; • constant currency revenue, organic ; • non - GAAP gross margin ; • non - GAAP operating income and margin ; • non - G AAP net income ; • non - GAAP earnings per share ; and • free cash flow .. Merit’s management team uses these non - GAAP financial measures to evaluate Merit’s profitability and efficiency, to compare operating and financial results to prior periods, to evaluate changes in the results of its operating segments, and to measure and allocate financial resources internally .. However, Merit’s management does not consider such non - GAAP measures in isolation or as an alternative to measures determined in accordance with GAAP .. Readers should consider non - GAAP measures used in this presentation in addition to, not as a substitute for, financial reporting measures prepared in accordance with GAAP .. These non - GAAP financial measures generally exclude some, but not all, items that may affect Merit’s net income .. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded .. Merit believes it is useful to exclude such items in the calculation of non - GAAP earnings per share, non - GAAP gross margin, non - GAAP operating income and 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 or other extraordinary transactions, non - cash expenses related to amortization or write - off of previously acquired tangible and intangible assets, severance expenses, expenses resulting from non - ordinary course litigation or administrative proceedings and resulting settlements, corporate transformation expenses, governmental proceedings or changes in tax or industry regulations, gains or losses on disposal of certain assets, and debt issuance costs .. Merit may incur similar types of expenses in the future, and the non - GAAP financial information included in this presentation should not be viewed as a statement or indication that these types of expenses will not recur .. Additionally, the non - GAAP financial measures used in this presentation may not be comparable with similarly titled measures of other companies .. Merit urges investors and potential investors to review the reconciliations of its non - GAAP financial measures to the comparable GAAP financial measures, and not to rely on any single financial measure to evaluate Merit’s business or results of operations ..

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12 Notes to Non - GAAP Financial Measures (cont .. ) Constant Currency Revenue Merit’s constant currency revenue is prepared by converting the current - period reported revenue of subsidiaries whose functional currency is a currency other than the U .. S .. dollar at the applicable foreign exchange rates in effect during the comparable prior - year period, and adjusting for the effects of hedging transactions on reported revenue, which are recorded in the U .. S .. The constant currency revenue adjustments of $ 6 .. 1 million and $ 7 .. 8 million to reported revenue for the three and six - month periods ended June 30 , 2022 were calculated using the applicable average foreign exchange rates for the three and six - month periods ended June 30 , 2021 .. Constant Currency Revenue, Organic Merit’s constant currency revenue, organic, is defined, with respect to prior fiscal year periods, as GAAP revenue .. With respect to current fiscal year periods, constant currency revenue, organic, is defined as constant currency revenue (as defined above), less revenue from certain acquisitions .. For the three and six - month periods ended June 30 , 2022 , there were no revenues from acquisitions excluded in the calculation of Merit’s constant currency revenue, organic .. 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 certain inventory write - offs, divided by reported net sales .. Non - GAAP Operating Income and Margin Non - GAAP operating income is calculated by adjusting GAAP operating income for certain items which are deemed by Merit’s management to be outside of core operations and vary in amount and frequency among periods, such as expenses related to acquisitions or other extraordinary transactions, non - cash expenses related to amortization or write - off of previously acquired tangible and intangible assets, certain severance expenses, performance - based stock compensation expenses, corporate transformation expenses, expenses resulting from non - ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings or changes in industry regulations, as well as other items referenced in the tables below .. Non - GAAP operating margin is calculated by dividing non - GAAP operating income by reported net sales .. Non - GAAP Net Income Non - GAAP net income is calculated by adjusting GAAP net income for the items set forth in the definition of non - GAAP operating income above, as well as for expenses related to debt issuance costs, gains or losses on disposal of certain assets, changes in tax regulations, as well as other items set forth in the tables below ..

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13 Notes to Non - GAAP Financial Measures (cont .. ) Non - GAAP EPS Non - GAAP EPS is defined as non - GAAP net income divided by the diluted shares outstanding for the corresponding period .. Free Cash Flow Free cash flow is defined as cash flow from operations calculated in accordance with GAAP, less capital expenditures for property and equipment calculated in accordance with GAAP, as set forth in the consolidated statement of cash flows .. Other Non - GAAP Financial Measure Reconciliation The following tables set forth supplemental financial data and corresponding reconciliations of non - GAAP financial measures to Merit’s corresponding financial measures prepared in accordance with GAAP, in each case, for the three and six - month periods ended June 30 , 2022 and 2021 .. The non - GAAP income adjustments referenced in the following tables do not reflect non - performance - based stock compensation expense of $ 2 .. 7 million and $ 1 .. 8 million for the three - month periods ended June 30 , 2022 and 2021 , respectively, and $ 6 .. 1 million and $ 4 .. 4 million for the six - month periods ended June 30 , 2022 and 2021 , respectively ..

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14 Reconciliation of GAAP Net Income to Non - GAAP Net Income (Unaudited ; in thousands except per share amounts) Note: Certain per share impacts may not sum to totals due to rounding. GAAP net income $ 20,701 $ (5,403) $ 15,298 $ 0.27 $ 6,865 $ (1,949) $ 4,916 $ 0.09 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 10,500 (2,575) 7,925 0.14 10,631 (2,640) 7,991 0.14 Inventory write-off (a) — — — — 1,620 (202) 1,418 0.02 Operating Expenses Contingent consideration expense 1,187 (9) 1,178 0.02 1,805 6 1,811 0.03 Impairment charges — — — — 4,283 (481) 3,802 0.07 Amortization of intangibles 1,588 (394) 1,194 0.02 1,788 (448) 1,340 0.02 Performance-based share-based compensation (b) 1,756 (219) 1,537 0.03 1,343 (168) 1,175 0.02 Corporate transformation and restructuring (c) 6,819 (1,664) 5,155 0.09 7,316 (1,816) 5,500 0.10 Acquisition-related 1,006 (246) 760 0.01 826 (205) 621 0.01 Medical Device Regulation expenses (d) 2,659 (651) 2,008 0.03 1,013 (251) 762 0.01 Other (e) 7,645 (1,814) 5,831 0.10 6,236 (355) 5,881 0.10 Other (Income) Expense Amortization of long-term debt issuance costs 151 (37) 114 0.00 151 (37) 114 0.00 Loss on disposal of business unit 1,255 — 1,255 0.02 — — — — Non-GAAP net income $ 55,267 $ (13,012) $ 42,255 $ 0.73 $ 43,877 $ (8,546) $ 35,331 $ 0.62 Diluted shares 57,600 57,277 After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact Three Months Ended Three Months Ended June 30, 2022 June 30, 2021

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15 Reconciliation of GAAP Net Income to Non - GAAP Net Income (Unaudited ; in thousands except per share amounts) Note: Certain per share impacts may not sum to totals due to rounding. GAAP net income $ 34,872 $ (9,029) $ 25,843 $ 0.45 $ 19,559 $ (3,685) $ 15,874 $ 0.28 Non-GAAP adjustments: Cost of Sales Amortization of intangibles 21,052 (5,162) 15,890 0.28 21,310 (5,292) 16,018 0.28 Inventory write-off (a) — — — — 1,620 (202) 1,418 0.02 Operating Expenses Contingent consideration expense 3,787 (17) 3,770 0.07 2,207 14 2,221 0.04 Impairment charges 1,672 (318) 1,354 0.02 4,283 (481) 3,802 0.07 Amortization of intangibles 3,195 (792) 2,403 0.04 3,604 (902) 2,702 0.05 Performance-based share-based compensation (b) 3,001 (343) 2,658 0.05 2,359 (287) 2,072 0.04 Corporate transformation and restructuring (c) 11,897 (2,906) 8,991 0.16 12,761 (3,162) 9,599 0.17 Acquisition-related 1,234 (302) 932 0.02 5,608 (1,390) 4,218 0.07 Medical Device Regulation expenses (d) 4,578 (1,121) 3,457 0.06 1,394 (346) 1,048 0.02 Other (e) 7,729 (1,835) 5,894 0.10 6,375 (389) 5,986 0.10 Other (Income) Expense Amortization of long-term debt issuance costs 302 (74) 228 0.00 302 (75) 227 0.00 Loss on disposal of business unit 1,255 — 1,255 0.02 — — — — Non-GAAP net income $ 94,574 $ (21,899) $ 72,675 $ 1.26 $ 81,382 $ (16,197) $ 65,185 $ 1.14 Diluted shares 57,565 57,128 Six Months Ended Six Months Ended June 30 , 2022 June 30 , 2021 After-Tax Per Share Impact Pre-Tax Tax Impact After-Tax Per Share Impact Pre-Tax Tax Impact

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16 Reconciliation of GAAP Operating Income to Non - GAAP Operating Income (Unaudited ; in thousands except percentages) Note: Certain percentages may not sum to totals due to rounding. Net Sales as Reported $ 294,976 $ 280,325 $ 570,391 $ 529,238 GAAP Operating Income 23,256 7.9 % 8,895 3.2 % 38,489 6.7 % 23,089 4.4 % Cost of Sales Amortization of intangibles 10,500 3.6 % 10,631 3.8 % 21,052 3.7 % 21,310 4.0 % Inventory write-off (a) — — 1,620 0.6 % — — 1,620 0.3 % Operating Expenses Contingent consideration expense 1,187 0.4 % 1,805 0.6 % 3,787 0.7 % 2,207 0.4 % Impairment charges — — 4,283 1.5 % 1,672 0.3 % 4,283 0.8 % Amortization of intangibles 1,588 0.5 % 1,788 0.6 % 3,195 0.6 % 3,604 0.7 % Performance-based share-based compensation (b) 1,756 0.6 % 1,343 0.5 % 3,001 0.5 % 2,359 0.4 % Corporate transformation and restructuring (c) 6,819 2.3 % 7,316 2.6 % 11,897 2.1 % 12,761 2.4 % Acquisition-related 1,006 0.3 % 826 0.3 % 1,234 0.2 % 5,608 1.1 % Medical Device Regulation expenses (d) 2,659 0.9 % 1,013 0.4 % 4,578 0.8 % 1,394 0.3 % Other (e) 7,645 2.6 % 6,236 2.2 % 7,729 1.4 % 6,375 1.2 % Non-GAAP Operating Income $ 56,416 19.1 % $ 45,756 16.3 % $ 96,634 16.9 % $ 84,610 16.0 % Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Amounts % Sales Amounts % Sales Amounts % Sales Amounts % Sales

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17 Footnotes to Reconciliations of GAAP Net Income to Non - GAAP Net Income and GAAP Operating Income to Non - GAAP Operating Income a) Represents the write - off of inventory related to the divestiture or exit of certain businesses or product lines .. b) Represents performance - based share - based compensation expense, including stock - settled and cash - settled awards .. c) Includes consulting expenses related to the Foundations for Growth Program and other transformation costs, including severance related to corporate initiatives .. d) Represents incremental expenses incurred to comply with the Medical Device Regulation (“MDR”) in Europe .. e) The 2022 periods include acquired in - process research and development charges of $ 6 .. 7 million and legal costs associated with a shareholder derivative proceeding .. The 2021 periods include accrued contract termination costs of $ 6 .. 1 million to renegotiate certain terms of an acquisition agreement and costs to comply with Merit’s corporate integrity agreement with the U .. S .. Department of Justice ..

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18 Reconciliation of Reported Revenue to Constant Currency Revenue (Non - GAAP), and Constant Currency Revenue, Organic (Non - GAAP) (Unaudited; in thousands except percentages) (a) A non - GAAP financial measure. For a definition of this and other non - GAAP financial measures, see the section of this presen tation entitled “Non - GAAP Financial Measures.” % Change % Change Reported Revenue 5.2 % $ 294,976 $ 280,325 7.8 % $ 570,391 $ 529,238 Add: Impact of foreign exchange 6,071 — 7,788 — Constant Currency Revenue (a) 7.4 % $ 301,047 $ 280,325 9.2 % $ 578,179 $ 529,238 Less: Revenue from certain acquisitions — — — — Constant Currency Revenue, Organic (a) 7.4 % $ 301,047 $ 280,325 9.2 % $ 578,179 $ 529,238 Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021

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19 Reconciliation of GAAP Gross Margin to Non - GAAP Gross Margin (Unaudited ; as a percentage of reported revenue) Note: Certain percentages may not sum to totals due to rounding. 2022 2021 2022 2021 Reported Gross Margin 45.8 % 44.3 % 44.9 % 44.6 % Add back impact of: Amortization of intangibles 3.6 % 3.8 % 3.7 % 4.0 % Inventory write-off (a) — 0.6 % — % 0.3 % Non-GAAP Gross Margin 49.3 % 48.7 % 48.6 % 48.9 % Three Months Ended Six Months Ended June 30, June 30,

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