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United States securities and exchange commission logo
April 10, 2024
Raul Parra
Chief Financial Officer and Treasurer
MERIT MEDICAL SYSTEMS INC
1600 West Merit Parkway
South Jordan , Utah 84095
Re: MERIT MEDICAL
SYSTEMS INC
Form 10-K for
Fiscal Year Ended December 31, 2023
Filed February 28,
2024
Form 8-K Filed
February 28, 2024
File No. 000-18592
Dear Raul Parra:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements, page 59
1. We note from your
disclosures in your earnings press releases that you have recognized
corporate
transformation and restructuring charges of $19.8 million for fiscal year 2023,
$23.8 million for
fiscal year 2022, and $18.7 million for fiscal year 2021, representing
16%, 27% and 31% of
operating income, respectively. Please tell us why you have not
provided an accounting
policy for recognizing restructuring charges and the disclosures
required by ASC
420-10-50-1 and SAB Topic 5:P in your footnote and MD&A
disclosures.
10. Commitments and Contingencies
Litigation, page 78
2. We note your disclosure
that the various claims and litigation matters you are involved in
could have a material
adverse effect on your financial position, results of operations and
Raul Parra
MERIT MEDICAL SYSTEMS INC
April 10, 2024
Page 2
cash flows. Please provide specific disclosures for these matters.
Otherwise, if true then
clearly state that other than as disclosed for the SEC inquiry your
claims and litigation
matters are not expected to materially impact your financial position,
results of operations,
or cash flows individually or in the aggregate. Disclosures for the
amount or range of
reasonably possible loss in the aggregate, or that you are unable to
reasonably estimate the
amount or range, should also be provided, noting that ASC 450-20-50-4
does not require
the amount or range of reasonably possible loss to be estimated with
precision or
certainty.
Form 8-K Filed February 28, 2024
Exhibit 99.1
3. We note your adjustments for corporate transformation and
restructuring for your non-
GAAP performance measures. Please provide us with an explanation of
what specifically
each of these adjustments represent and quantify the components for
each period
presented. Confirm to us that you will provide a more detailed
discussion of these
adjustments along with quantifying the components for each period
presented.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Tracey Houser at 202-551-3736 or Al Pavot at 202-551-3738
with any
questions.
Sincerely,
FirstName LastNameRaul Parra
Division of
Corporation Finance
Comapany NameMERIT MEDICAL SYSTEMS INC
Office of
Industrial Applications and
April 10, 2024 Page 2 Services
FirstName LastName