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): May 2, 2007
Merit Medical Systems, Inc.
(Exact name of registrant as specified in its charter)
Utah |
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0-18592 |
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87-0447695 |
(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
incorporation or organization) |
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File Number) |
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Identification No.) |
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1600 West Merit Parkway |
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South Jordan, Utah |
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84095 |
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(Address of principal executive offices) |
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(Zip Code) |
(801) 253-1600
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On May 2, 2007, Merit Medical Systems, Inc. (Merit) issued a press release announcing its operating and financial results for the quarter ended March 31, 2007. 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) 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 8.01 Other Events
Share Repurchase Plan
On May 2, 2007, Merit announced that its Board of Directors authorized the repurchase of up to approximately 1.4 million shares of Merits outstanding common stock. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release Issued by Merit Medical Systems, Inc., dated May 2, 2007, entitled Merit Medical Announces Increased Sales and Improved Earnings together with related unaudited financial statements.
99.2 Press Release Issued by Merit Medical Systems, Inc., dated May 2, 2007, entitled Merit Medical Announces Stock Repurchase Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MERIT MEDICAL SYSTEMS, INC. |
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Date: May 2, 2007 |
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 May 2, 2007, entitled Merit Medical Announces Increased Sales and Improved Earnings. |
99.2 |
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Press Release, dated May 2, 2007, entitled Merit Medical Announces Stock Repurchase Plan. |
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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: May 2, 2007
Contact: Anne-Marie Wright, Vice President, Corporate Communications
Phone: (801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688
MERIT MEDICAL
ANNOUNCES INCREASED SALES
AND IMPROVED EARNINGS
SOUTH JORDAN, UTAH Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading manufacturer and marketer of proprietary disposable devices used primarily in cardiology and radiology procedures, today announced revenues of $51.0 million for the first quarter ended March 31, 2007, an increase of 13.3% over revenues of $45.0 million for the first quarter of 2006.
Net income for the first quarter of 2007 improved 24% to $3.0 million, or $0.10 per share, from $2.4 million, or $0.09 per share, for the first quarter of 2006.
We are pleased with our sales performance for the first quarter, especially following the 19% increase for the fourth quarter of 2006, said Fred P. Lampropoulos, Merits Chairman and CEO. We are also pleased to see the improvement in earnings, which was our first sequential improvement in 11 quarters.
Parts of our company improvement plan are starting to take effect, Lampropoulos continued. If we exclude the $800,000 of inventory we acquired from Datascope, our inventory for the first quarter of 2007 would have dropped approximately $400,000 from the fourth quarter of 2006, which is the first inventory reduction in almost four years. We expect continued improvement in inventories and gross margins as we become more efficient through cost savings programs from automation and the movement of high-labor products to offshore contract manufacturing.
Additionally, we expect to introduce several new, high-margin product lines in the next few months, Lampropoulos added. The new Meritized version of the acquired
chronic dialysis catheter has been designed to include all the products necessary for initial or exchange procedures, including several of Merits patented products.
All product categories of Merits business contributed to revenue growth in the first quarter of 2007, with stand-alone device sales increasing 20%; catheter sales rising 18%; custom kit and tray sales growing 18%; and inflation device sales increasing 1%.
Gross margins for the first quarter of 2007 were 37.0% of sales, compared to 37.9% of sales for the first quarter of 2006. The decrease in gross margins for the first quarter of 2007 can be attributed primarily to an increase in wages beginning in the fourth quarter of 2006, additional headcount, higher health benefit costs, and increases in depreciation of new production equipment.
Selling, general and administrative expenses for the first quarter of 2007 were 23.5% of sales, compared to 25.0% of sales for the first quarter of 2006. Research and development costs during both the first quarter of 2007 and the first quarter of 2006 were 4.6% of sales.
Income from operations for the quarter ended March 31, 2007 was $4.5 million, compared to $3.7 million for same period in 2006.
Merits effective tax rate for the first quarter of 2007 was 35.0%, compared with 36.0% for comparable period of 2006.
The Companys cash position was $9.6 million on March 31, 2007, compared with $9.8 million on December 31, 2006. The Companys current cash position is net of a recent $3.0 million acquisition of a new dialysis catheter from Datascope.
CONFERENCE CALL
Merit Medical invites all interested parties to participate in its conference call today, May 2, at 5:00 p.m. Eastern (4:00 p.m. Central, 3:00 p.m. Mountain, and 2:00 p.m. Pacific). The domestic phone number is 800-257-7087, and the international number is 303-262-2125. A live webcast as well as a rebroadcast can be accessed through the webcast tab of the Investors page at www.merit.com or through the webcasts tab at www.fulldisclosure.com.
INCOME STATEMENT
(Unaudited, in thousands except per share data)
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Three Months Ended |
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March 31, |
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2007 |
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2006 |
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SALES |
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$ |
51,030 |
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$ |
45,040 |
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COST OF SALES |
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32,172 |
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27,990 |
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GROSS PROFIT |
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18,858 |
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17,050 |
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OPERATING EXPENSES |
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Selling, general and administrative |
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12,015 |
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11,238 |
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Research and development |
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2,364 |
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2,078 |
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Total |
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14,379 |
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13,316 |
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INCOME FROM OPERATIONS |
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4,479 |
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3,734 |
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OTHER INCOME (EXPENSE) |
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Interest income |
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89 |
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46 |
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Other income (expense) |
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(1 |
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(28 |
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Total Other Income - net |
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88 |
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18 |
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INCOME BEFORE INCOME TAXES |
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4,567 |
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3,752 |
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INCOME TAX EXPENSE |
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1,598 |
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1,351 |
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NET INCOME |
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$ |
2,969 |
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$ |
2,401 |
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EARNINGS PER COMMON SHARE- |
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Basic |
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$ |
0.11 |
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$ |
0.09 |
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Diluted |
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$ |
0.10 |
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$ |
0.09 |
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AVERAGE COMMON SHARES- |
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Basic |
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27,652,971 |
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27,195,671 |
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Diluted |
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28,616,595 |
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28,092,099 |
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BALANCE SHEET
(Unaudited in thousands)
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March 31, |
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December 31, |
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2007 |
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2006 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
9,645 |
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$ |
9,838 |
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Trade receivables, net |
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25,986 |
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25,745 |
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Employee receivables |
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183 |
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194 |
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Other receivables |
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457 |
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192 |
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Inventories |
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38,960 |
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38,562 |
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Prepaid expenses and other assets |
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1,241 |
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1,031 |
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Deferred income tax assets |
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3 |
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2 |
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Income tax refunds receivable |
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81 |
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82 |
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Total Current Assets |
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76,556 |
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75,646 |
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Property and equipment, net |
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95,421 |
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92,383 |
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Other intangibles, net |
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4,705 |
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4,350 |
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Goodwill |
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9,684 |
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7,541 |
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Other assets |
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2,830 |
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2,656 |
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Deferred income tax assets |
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3 |
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2 |
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Deposits |
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84 |
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90 |
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Total Assets |
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$ |
189,283 |
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$ |
182,668 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current Liabilities |
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Trade payables |
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11,818 |
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10,598 |
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Accrued expenses |
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8,684 |
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8,464 |
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Advances from employees |
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232 |
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245 |
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Deferred income tax liabilities |
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75 |
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190 |
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Income taxes payable |
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1,252 |
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1,177 |
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Total Current Liabilities |
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22,061 |
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20,674 |
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Deferred income tax liabilities |
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5,467 |
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5,469 |
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Liabilities related to unrecognized tax positions |
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1,901 |
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Deferred compensation payable |
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2,950 |
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2,869 |
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Deferred credits |
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2,200 |
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2,239 |
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Other long-term obligation |
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178 |
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205 |
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Total Liabilities |
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34,757 |
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31,456 |
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Stockholders Equity |
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Common stock |
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55,336 |
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54,394 |
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Retained earnings |
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99,329 |
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96,969 |
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Accumulated other comprehensive loss |
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(139 |
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(151 |
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Total stockholders equity |
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154,526 |
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151,212 |
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Total Liabilities and Stockholders Equity |
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$ |
189,283 |
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$ |
182,668 |
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ABOUT MERIT
Founded in 1987, Merit Medical Systems, Inc. is engaged in the development, manufacture and distribution of proprietary disposable medical devices used in interventional
and diagnostic procedures, particularly in cardiology and radiology. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 85 individuals. Merit employs approximately 1,750 people worldwide, with facilities in Salt Lake City and South Jordan, Utah; Santa Clara, California; 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 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, 2006. Such risks and uncertainties include product recalls and product liability claims; infringement of Merits technology or the assertion that Merits technology infringes the rights of other parties; termination of relationship with suppliers, or failure of suppliers to perform; unable to successfully manage growth through acquisitions; delays in obtaining regulatory approvals, or the failure to maintain such approvals; significant portion of our revenues are derived from a few products and procedures; development of new products and technology that could render Merits products obsolete, market acceptance of new products, introduction of products in a timely fashion, price and product competition, availability of labor and materials, cost increases, and fluctuations in and obsolescence of inventory; market price of our common stock has been and may continue to be volatile; foreign currency fluctuations; 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; and other factors referred to in the Companys 10-K and other reports filed with the Securities and Exchange Commission. All subsequent forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results 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.
# # #
Exhibit 99.2
1600 West Merit Parkway ·
South Jordan, UT 84095
Telephone: 801-253-1600 ·
Fax: 801-253-1688
PRESSRELEASE
FOR IMMEDIATE RELEASE
Date: May 2, 2007
Contact: Anne-Marie Wright, Vice President, Corporate Communications
Phone: (801) 208-4167 e-mail: awright@merit.com Fax: (801) 253-1688
MERIT MEDICAL ANNOUNCES STOCK REPURCHASE PLAN
SOUTH JORDAN, UTAH Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading manufacturer and marketer of proprietary disposable devices used primarily in cardiology and radiology procedures, announced today that its Board of Directors has authorized the repurchase of up to five percent of the outstanding shares of the Companys common stock.
Based on current shares outstanding as of May 1, 2007, the maximum purchase would be approximately 1.4 million shares. This authorization is in addition to the previously announced repurchase of 344,084 shares that the Company announced on April 3, 2007. The Company intends to make repurchases from time to time based on market conditions.
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 and radiology. Merit serves client hospitals worldwide with a domestic and international sales force totaling approximately 85 individuals. Merit employs approximately 1,750 people worldwide, with facilities in Salt Lake City and South Jordan, Utah; Santa Clara, California;
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 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, 2006. Such risks and uncertainties include product recalls and product liability claims; infringement of Merits technology or the assertion that Merits technology infringes the rights of other parties; termination of relationship with suppliers, or failure of suppliers to perform; unable to successfully manage growth through acquisitions; delays in obtaining regulatory approvals, or the failure to maintain such approvals; significant portion of our revenues are derived from a few products and procedures; development of new products and technology that could render Merits products obsolete, market acceptance of new products, introduction of products in a timely fashion, price and product competition, availability of labor and materials, cost increases, and fluctuations in and obsolescence of inventory; market price of our common stock has been and may continue to be volatile; foreign currency fluctuations; 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; and other factors referred to in the Companys 10-K and other reports filed with the Securities and Exchange Commission. All subsequent forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Actual results 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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