MMSI Merit Medical Systems Inc

Merit Medical Systems, Inc. (NASDAQ: MMSI), a leading global manufacturer and marketer of healthcare technology, today announced revenue of $338.0 million for the quarter ended June 30, 2024, an increase of 5.6% compared to the quarter ended June 30, 2023. Constant currency revenue for the second quarter of 2024 increased 6.6% compared to the prior year period and increased 5.0% compared to the prior year period on a constant currency revenue, organic, basis.

“We delivered better-than-expected revenue and financial results in the second quarter, reflecting continued strong momentum over the first half of fiscal year 2024,” said Fred P. Lampropoulos, Merit’s Chairman and Chief Executive Officer. “Our constant currency, organic, revenue and our constant currency total revenue exceeded the high-end of our expectations in the second quarter and we delivered year-over-year improvements in both our non-GAAP gross and operating margins and our non-GAAP earnings per share. Importantly, our strong growth and profitability performance fueled free cash flow generation of more than $80 million over the first half of fiscal year 2024. We are also pleased to announce that our application for premarket approval (PMA) of our Wrapsody™ Cell-Impermeable Endoprosthesis device was submitted to the FDA in the second quarter.” 

Mr. Lampropoulos continued: “We are confident in our team’s ability to deliver our financial guidance for fiscal year 2024, which we have updated to reflect the stronger-than-expected organic results to-date and the forecasted impacts of the acquisition of EndoGastric Solutions announced on July 1, 2024. We are focused on delivering continued strong execution, stable constant currency growth, improving profitability and solid free cash flow in 2024, as well as continued progress in our Continued Growth Initiatives Program and related financial targets for the three-year period ending December 31, 2026.”

Merit’s revenue by operating segment and product category for the three and six-month periods ended June 30, 2024 and 2023 was as follows (unaudited; in thousands, except for percentages):

	Three Months Ended
	Reported																Constant Currency *
	June 30,												Impact of foreign				June 30,
	2024				2023				% Change				exchange				2024				% Change
Cardiovascular
Peripheral Intervention	$	139,247			$	125,909				10.6	%		$	1,030			$	140,277				11.4	%
Cardiac Intervention		93,863				93,775				0.1	%			1,273				95,136				1.5	%
Custom Procedural Solutions		50,416				49,384				2.1	%			635				51,051				3.4	%
OEM		44,289				42,207				4.9	%			60				44,349				5.1	%
Total		327,815				311,275				5.3	%			2,998				330,813				6.3	%
Endoscopy
Endoscopy Devices		10,188				8,781				16.0	%			35				10,223				16.4	%
Total	$	338,003			$	320,056				5.6	%		$	3,033			$	341,036				6.6	%

	Six Months Ended
	Reported																Constant Currency *
	June 30,												Impact of foreign				June 30,
	2024				2023				% Change				exchange				2024				% Change
Cardiovascular
Peripheral Intervention	$	273,873			$	239,692				14.3	%		$	1,397			$	275,270				14.8	%
Cardiac Intervention		184,551				179,103				3.0	%			2,205				186,756				4.3	%
Custom Procedural Solutions		99,210				97,085				2.2	%			1,038				100,248				3.3	%
OEM		83,555				83,371				0.2	%			23				83,578				0.2	%
Total		641,189				599,251				7.0	%			4,663				645,852				7.8	%
Endoscopy
Endoscopy Devices		20,322				18,370				10.6	%			62				20,384				11.0	%
Total	$	661,511			$	617,621				7.1	%		$	4,725			$	666,236				7.9	%

Merit’s GAAP gross margin for the second quarter of 2024 was 47.7%, compared to GAAP gross margin of 47.7% for the second quarter of 2023. Merit’s non-GAAP gross margin* for the second quarter of 2024 was 51.5%, compared to non-GAAP gross margin* of 51.4% for the second quarter of 2023.

Merit’s GAAP net income for the second quarter of 2024 was $35.7 million, or $0.61 per share, compared to GAAP net income of $20.2 million, or $0.35 per share, for the second quarter of 2023. Merit’s non-GAAP net income* for the second quarter of 2024 was $53.8 million, or $0.92 per share, compared to non-GAAP net income* of $45.9 million, or $0.78 per share, for the second quarter of 2023.

As of June 30, 2024, Merit had cash and cash equivalents of $636.7 million, total debt obligations of $822.5 million, and available borrowing capacity of approximately $680 million, compared to cash and cash equivalents of $587 million, total debt obligations of $846.6 million, and available borrowing capacity of approximately $626 million as of December 31, 2023.

Updated Fiscal Year 2024 Financial Guidance

Based upon the information currently available to Merit’s management, for the year ending December 31, 2024, absent material acquisitions, non-recurring transactions or other factors beyond Merit’s current expectations, Merit now expects the following:

Revenue and Earnings Guidance*

	Updated Guidance(1)		Prior Guidance(2)
Financial Measure	Year Ending	% Change	Year Ending	% Change
($, millions, except per share figures)	December 31, 2024	Y/Y	December 31, 2024	Y/Y
Net Sales	$1,335 - $1,345	6% - 7%	$1,324 - $1,340	5% - 7%
Cardiovascular Segment	$1,281 - $1,289	5% - 6%	$1,272 - $1,285	4% - 5%
Endoscopy Segment	$54 - $56	45% - 52%	$53 - $56	45% - 51%
Non-GAAP
Earnings Per Share(3)	$3.27 - $3.35	15% - 17%	$3.22 - $3.31	13% - 16%

*Percentage figures approximated; dollar figures may not foot due to rounding

2024 Net Sales Guidance - % Change from Prior Year (Constant Currency) Reconciliation*

	Updated Guidance(1)				Prior Guidance(2)
	Low		High		Low		High
2024 Net Sales Guidance - % Change from Prior Year (GAAP)	6.2%		7.0%		5.3%		6.6%
Estimated impact of foreign currency exchange rate fluctuations	0.7%		0.7%		0.5%		0.5%
2024 Net Sales Guidance - % Change from Prior Year (Constant Currency)	6.9%		7.7%		5.8%		7.1%

*Percentage figures approximated and may not foot due to rounding

(1) “Updated Guidance” reflects Merit’s updated full-year 2024 financial guidance on a standalone basis, plus the forecasted impacts of the acquisition of the assets of EndoGastric Solutions, Inc. (“EGS”) from the closing date on July 1, 2024 through December 31, 2024.

(2) “Prior Guidance” previously introduced on April 30, 2024, and reflects Merit’s full-year 2024 financial guidance on a standalone basis, and updated on July 1, 2024 to include the forecasted impacts of the acquisition of the assets of EGS from the closing date on July 1, 2024 through December 31, 2024.

(3) Beginning in the second quarter of 2024, consulting expenses associated with initiatives conducted under our Foundations for Growth Program (“FFG Program”) are no longer adjusted as part of our non-GAAP measures. As a result, our non-GAAP measures for prior periods have been recast and the associated change in comparison to prior year has been calculated using the adjusted earnings per share. For the year ended December 31, 2023, our non-GAAP financial measures have been updated to no longer adjust $12.3 million for consulting fees under our FFG Program and the related income tax effect.

Merit does not provide guidance for GAAP reported financial measures (other than revenue) or a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures (other than revenue) because Merit is unable to predict with reasonable certainty the financial impact of various items which could impact Merit’s future financial results, 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, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or industry regulations. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, Merit is unable to address the significance of the unavailable information, which could be material to future results. Specifically, Merit is not, without unreasonable effort, able to reliably predict the impact of these items and Merit believes inclusion of a reconciliation of these forward-looking non-GAAP measures to their GAAP counterparts could be confusing to investors or cause undue reliance.

Merit’s financial guidance for the year ending December 31, 2024 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, Thursday, August 1, 2024, 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.

CONSOLIDATED BALANCE SHEETS(in thousands)
	June 30,
		2024				December 31,
	(Unaudited)					2023
ASSETS
Current Assets
Cash and cash equivalents	$	636,658			$	587,036
Trade receivables, net		182,415				177,885
Other receivables		10,612				10,517
Inventories		298,224				303,871
Prepaid expenses and other assets		26,179				24,286
Prepaid income taxes		4,123				4,016
Income tax refund receivables		4,335				859
Total current assets		1,162,546				1,108,470
Property and equipment, net		385,939				383,523
Intangible assets, net		303,422				325,883
Goodwill		381,433				382,240
Deferred income tax assets		7,013				7,288
Operating lease right-of-use assets		69,903				63,047
Other assets		61,583				54,793
Total Assets	$	2,371,839			$	2,325,244
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Trade payables	$	55,573			$	65,944
Accrued expenses		117,574				120,447
Current operating lease liabilities		11,743				12,087
Income taxes payable		1,325				5,086
Total current liabilities		186,215				203,564
Long-term debt		801,321				823,013
Deferred income tax liabilities		5,510				5,547
Long-term income taxes payable		347				347
Liabilities related to unrecognized tax benefits		1,912				1,912
Deferred compensation payable		18,588				17,167
Deferred credits		1,553				1,605
Long-term operating lease liabilities		58,036				56,259
Other long-term obligations		15,912				13,830
Total liabilities		1,089,394				1,123,244
Stockholders' Equity
Common stock		658,724				638,150
Retained earnings		639,150				575,184
Accumulated other comprehensive loss		(15,429	)			(11,334	)
Total stockholders' equity		1,282,445				1,202,000
Total Liabilities and Stockholders' Equity	$	2,371,839			$	2,325,244

CONSOLIDATED STATEMENTS OF INCOME(Unaudited, in thousands except per share amounts)
	Three Months Ended								Six Months Ended
	June 30,								June 30,
		2024				2023				2024				2023
Net sales	$	338,003			$	320,056			$	661,511			$	617,621
Cost of sales		176,903				167,274				348,696				326,477
Gross profit		161,100				152,782				312,815				291,144
Operating expenses:
Selling, general and administrative		94,585				100,927				189,013				191,071
Research and development		20,263				20,129				41,745				41,443
Impairment charges		—				270				—				270
Contingent consideration expense		306				1,094				189				1,615
Acquired in-process research and development		—				1,550				—				1,550
Total operating expenses		115,154				123,970				230,947				235,949
Income from operations		45,946				28,812				81,868				55,195
Other income (expense):
Interest income		7,561				221				14,837				352
Interest expense		(7,679	)			(3,682	)			(15,725	)			(5,693	)
Other income (expense) — net		15				(451	)			(789	)			546
Total other expense — net		(103	)			(3,912	)			(1,677	)			(4,795	)
Income before income taxes		45,843				24,900				80,191				50,400
Income tax expense		10,117				4,655				16,225				9,452
Net income	$	35,726			$	20,245			$	63,966			$	40,948
Earnings per common share
Basic	$	0.61			$	0.35			$	1.10			$	0.71
Diluted	$	0.61			$	0.35			$	1.09			$	0.70
Weighted average shares outstanding
Basic		58,139				57,537				58,049				57,445
Diluted		58,740				58,473				58,653				58,329

CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited, in thousands)
	Six Months Ended
	June 30,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	63,966			$	40,948
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		47,690				42,316
Write-off of certain intangible assets and other long-term assets		280				328
Amortization of right-of-use operating lease assets		6,063				5,935
Fair value adjustments related to contingent consideration liabilities		189				1,615
Acquired in-process research and development		—				1,550
Stock-based compensation expense		12,245				9,549
Other adjustments		2,981				5,087
Changes in operating assets and liabilities, net of acquisitions and divestitures		(28,692	)			(75,497	)
Total adjustments		40,756				(9,117	)
Net cash, cash equivalents, and restricted cash provided by operating activities		104,722				31,831
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for property and equipment		(22,309	)			(18,556	)
Issuance of note receivables		(6,162	)			—
Cash paid in acquisitions and investments, net of cash acquired		(8,493	)			(138,349	)
Other investing, net		(1,574	)			(846	)
Net cash, cash equivalents, and restricted cash used in investing activities		(38,538	)			(157,751	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		10,931				9,463
Proceeds from (payments on) long-term debt		(24,063	)			141,812
Long-term debt issuance costs		—				(5,240	)
Contingent payments related to acquisitions		(142	)			(3,434	)
Payment of taxes related to an exchange of common stock		(1,592	)			(1,592	)
Net cash, cash equivalents, and restricted cash provided by (used in) financing activities		(14,866	)			141,009
Effect of exchange rates on cash		(1,750	)			(1,497	)
Net increase in cash, cash equivalents and restricted cash		49,568				13,592
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period		589,144				60,558
End of period	$	638,712			$	74,150
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents		636,658				72,084
Restricted cash reported in prepaid expenses and other current assets		2,054				2,066
Total cash, cash equivalents and restricted cash	$	638,712			$	74,150

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 the non-GAAP financial measures referenced in this release may 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 profit and 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 gross profit and margin, non-GAAP operating income and margin, non-GAAP net income, and non-GAAP earnings per share (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, 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 their most directly comparable GAAP financial measures included herein, 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. dollar. The constant currency revenue adjustments of $3.0 million and $4.7 million to reported revenue for the three and six-month periods ended June 30, 2024, respectively, were calculated using the applicable average foreign exchange rates for the three and six-month periods ended June 30, 2023.

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, 2024, Merit’s constant currency revenue, organic, excludes revenues attributable to certain assets acquired from AngioDynamics, Inc. (“AngioDynamics”) in June 2023.

Non-GAAP Gross Profit and Margin

Non-GAAP gross profit is calculated by reducing GAAP cost of sales by amounts recorded for amortization of intangible assets and inventory mark-up related to acquisitions. Non-GAAP gross margin is calculated by dividing non-GAAP gross profit 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, expenses resulting from non-ordinary course litigation or administrative proceedings and resulting settlements, governmental proceedings, and changes in governmental or 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 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, 2024 and 2023. The non-GAAP income adjustments referenced in the following tables do not reflect non-performance-based stock compensation expense of approximately $3.4 million and $3.2 million for the three-month periods ended June 30, 2024 and 2023, respectively and $6.5 million and $5.8 million for the six-month periods ended June 30, 2024 and 2023, respectively.

Reconciliation of GAAP Net Income to Non-GAAP Net Income(Unaudited, in thousands except per share amounts)

	Three Months Ended
	June 30, 2024
	Pre-Tax				Tax Impact				After-Tax				Per Share Impact
GAAP net income	$	45,843			$	(10,117	)		$	35,726			$	0.61
Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles		13,126				(3,104	)			10,022				0.17
Operating Expenses
Contingent consideration expense		306				(72	)			234				0.00
Amortization of intangibles		1,744				(413	)			1,331				0.02
Performance-based share-based compensation (b)		3,532				(563	)			2,969				0.05
Corporate restructuring (c)		(54	)			13				(41	)			(0.00	)
Acquisition-related		1,221				(288	)			933				0.02
Medical Device Regulation expenses (d)		1,930				(456	)			1,474				0.03
Other (e)		55				(12	)			43				0.00
Other (Income) Expense
Amortization of long-term debt issuance costs		1,477				(349	)			1,128				0.02
Non-GAAP net income	$	69,180			$	(15,361	)		$	53,819			$	0.92
Diluted shares														58,740

	Three Months Ended
	June 30, 2023 (a)
	Pre-Tax				Tax Impact				After-Tax				Per Share Impact
GAAP net income	$	24,900			$	(4,655	)		$	20,245			$	0.35
Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles		11,448				(2,753	)			8,695				0.15
Inventory mark-up related to acquisitions		260				(62	)			198				0.00
Operating Expenses
Contingent consideration expense		1,094				47				1,141				0.02
Impairment charges		270				—				270				0.00
Amortization of intangibles		1,965				(474	)			1,491				0.03
Performance-based share-based compensation (b)		2,377				(340	)			2,037				0.03
Corporate restructuring (c)		5,577				(1,338	)			4,239				0.07
Acquisition-related		4,856				(1,166	)			3,690				0.06
Medical Device Regulation expenses (d)		3,010				(722	)			2,288				0.04
Other (e)		1,603				(385	)			1,218				0.02
Other (Income) Expense
Amortization of long-term debt issuance costs		478				(115	)			363				0.01
Non-GAAP net income	$	57,838			$	(11,963	)		$	45,875			$	0.78
Diluted shares														58,473

____________________________

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

Reconciliation of GAAP Net Income to Non-GAAP Net Income(Unaudited; in thousands except per share amounts)

	Six Months Ended
	June 30, 2024 (a)
	Pre-Tax				Tax Impact				After-Tax				Per Share Impact
GAAP net income	$	80,191			$	(16,225	)		$	63,966			$	1.09
Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles		25,931				(6,132	)			19,799				0.34
Operating Expenses
Contingent consideration expense		189				(25	)			164				0.00
Amortization of intangibles		3,508				(830	)			2,678				0.05
Performance-based share-based compensation (b)		5,660				(857	)			4,803				0.08
Corporate restructuring (c)		(54	)			13				(41	)			(0.00	)
Acquisition-related		1,259				(297	)			962				0.02
Medical Device Regulation expenses (d)		4,137				(977	)			3,160				0.05
Other (e)		177				(42	)			135				0.00
Other (Income) Expense
Amortization of long-term debt issuance costs		2,954				(697	)			2,257				0.04
Non-GAAP net income	$	123,952			$	(26,069	)		$	97,883			$	1.67
Diluted shares														58,653

	Six Months Ended
	June 30, 2023 (a)
	Pre-Tax				Tax Impact				After-Tax				Per Share Impact
GAAP net income	$	50,400			$	(9,452	)		$	40,948			$	0.70
Non-GAAP adjustments:
Cost of Sales
Amortization of intangibles		22,064				(5,306	)			16,758				0.29
Inventory mark-up related to acquisitions		260				(62	)			198				0.00
Operating Expenses
Contingent consideration expense		1,615				2				1,617				0.03
Impairment charges		270				—				270				0.00
Amortization of intangibles		3,630				(876	)			2,754				0.05
Performance-based share-based compensation (b)		3,664				(427	)			3,237				0.06
Corporate restructuring (c)		7,203				(1,728	)			5,475				0.09
Acquisition-related		5,111				(1,227	)			3,884				0.07
Medical Device Regulation expenses (d)		6,668				(1,600	)			5,068				0.09
Other (e)		1,637				(393	)			1,244				0.02
Other (Income) Expense
Amortization of long-term debt issuance costs		629				(151	)			478				0.01
Non-GAAP net income	$	103,151			$	(21,220	)		$	81,931			$	1.40
Diluted shares														58,329

____________________________

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

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, 2024								June 30, 2023 (a)								June 30, 2024 (a)								June 30, 2023 (a)
	Amounts				% Sales				Amounts				% Sales				Amounts				% Sales				Amounts				% Sales
Net Sales as Reported	$	338,003							$	320,056							$	661,511							$	617,621
GAAP Operating Income		45,946				13.6	%			28,812				9.0	%			81,868				12.4	%			55,195				8.9	%
Cost of Sales
Amortization of intangibles		13,126				3.9	%			11,448				3.6	%			25,931				3.9	%			22,064				3.6	%
Inventory mark-up related to acquisitions		—				—				260				0.1	%			—				—				260				0.0	%
Operating Expenses
Contingent consideration expense		306				0.1	%			1,094				0.3	%			189				0.0	%			1,615				0.3	%
Impairment charges		—				—				270				0.1	%			—				—				270				0.0	%
Amortization of intangibles		1,744				0.5	%			1,965				0.6	%			3,508				0.5	%			3,630				0.6	%
Performance-based share-based compensation (b)		3,532				1.0	%			2,377				0.7	%			5,660				0.9	%			3,664				0.6	%
Corporate restructuring (c)		(54	)			(0.0	)%			5,577				1.7	%			(54	)			(0.0	)%			7,203				1.2	%
Acquisition-related		1,221				0.4	%			4,856				1.5	%			1,259				0.2	%			5,111				0.8	%
Medical Device Regulation expenses (d)		1,930				0.6	%			3,010				0.9	%			4,137				0.6	%			6,668				1.1	%
Other (e)		55				0.0	%			1,603				0.5	%			177				0.0	%			1,637				0.3	%
Non-GAAP Operating Income	$	67,806				20.1	%		$	61,272				19.1	%		$	122,675				18.5	%		$	107,317				17.4	%

____________________________

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

(a) Beginning in the second quarter of 2024, consulting expenses associated with initiatives conducted under our FFG Program are no longer adjusted as part of our non-GAAP measures. As a result, our non-GAAP measures for prior periods have been recast for comparability. For the three-month period ended June 30, 2023, our non-GAAP financial measures have been updated to no longer adjust $2.3 million for consulting fees under our FFG Program and the related income tax effect. For the six-month periods ended June 30, 2024 and 2023, our non-GAAP financial measures have been updated to no longer adjust $1.0 million and $4.2 million, respectively, for consulting fees under our FFG Program and the related income tax effects. As of December 31, 2023, we completed the final year of our FFG Program.

(b) Represents performance-based share-based compensation expense, including stock-settled and cash-settled awards.

(c) Includes $(0.1) million for both the three and six-month periods ended June 30, 2024 for employee termination benefits associated with activities related to corporate restructuring initiatives. Includes employee termination benefits associated with restructuring activities related to corporate initiatives of $1.3 million and $2.9 million for the three and six-month periods ended June 30, 2023, respectively; and includes $4.3 million for the write-off of other long-term assets associated with the divestiture or exit of certain businesses or product lines for both the three and six-month periods ended June 30, 2023.

(d) Represents incremental expenses incurred to comply with the E.U. Medical Device Regulation (“MDR”).

(e) Represents costs to comply with Merit’s corporate integrity agreement with the U.S. Department of Justice (the “DOJ”). The 2023 periods also include acquired in-process research and development charges of $1.6 million.

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
					June30,												June30,
		% Change			2024				2023					% Change			2024				2023
Reported Revenue		5.6	%		$	338,003			$	320,056				7.1	%		$	661,511			$	617,621
Add: Impact of foreign exchange						3,033				—								4,725				—
Constant Currency Revenue (a)		6.6	%		$	341,036			$	320,056				7.9	%		$	666,236			$	617,621
Less: Revenue from certain acquisitions						(4,835	)			—								(11,563	)			—
Constant Currency Revenue, Organic (a)		5.0	%		$	336,201			$	320,056				6.0	%		$	654,673			$	617,621

____________________________

(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.”

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
	June30,								June30,
		2024				2023				2024				2023
Reported Gross Margin		47.7	%			47.7	%			47.3	%			47.1	%
Add back impact of:
Amortization of intangibles		3.9	%			3.6	%			3.9	%			3.6	%
Inventory mark-up related to acquisitions		—	%			0.1	%			—	%			0.0	%
Non-GAAP Gross Margin		51.5	%			51.4	%			51.2	%			50.8	%

____________________________

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

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, diagnostic, and therapeutic procedures, particularly in cardiology, radiology, oncology, critical care, and endoscopy. Merit serves client hospitals worldwide with a domestic and international sales force and clinical support team totaling more than 700 individuals. Merit employs approximately 7,000 people worldwide.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Forward-looking statements include, among others:

• statements that are not purely historical, including, without limitation, statements regarding Merit’s forecasted plans, revenues, net sales, gross profit and margin (GAAP and non-GAAP), operating income and margin (GAAP and non-GAAP), net income (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 which may be achieved through, Merit’s Continued Growth Initiatives Program or other expense reduction initiatives; and
• statements proceeded or followed by, or that include the words, “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “target,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology.

Forward-looking statements contained in this release are based on management’s current expectations and assumptions regarding future events or outcomes, all of which 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, 2023 (the “2023 Annual Report”) and other filings with the SEC. While the following list not comprehensive, such risks and uncertainties include inherent risks and uncertainties associated with Merit’s integration of products acquired from EGS and its ability to achieve anticipated financial results, product development and other anticipated benefits of the EGS acquisition; uncertainties as to whether Merit will achieve sales, gross and operating margins, net income and earnings per share performance consistent with its forecasts associated with that acquisition; disruptions in Merit’s supply chain, manufacturing or sterilization processes; reduced availability of, and price increases associated with, commodity components and other raw materials; adverse changes in freight, shipping and transportation expenses; negative changes in economic and industry conditions in the United States or other countries, including inflation; 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; risks associated with Merit’s ongoing or prospective manufacturing transfers and facility consolidations; 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; consequences associated with a Corporate Integrity Agreement executed between Merit and the DOJ; difficulties, delays and expenditures relating to development, testing and regulatory approval or clearance of Merit’s products, including the pursuit of approvals under the MDR, and risks that such products may not be developed successfully or approved for commercial use; outcomes of ongoing and future clinical trials and market studies relating to Merit’s products; litigation and other judicial proceedings affecting Merit; 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; 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; 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 jurisdictions; termination of relationships with Merit’s suppliers, or failure of such suppliers to perform; development of new products and technology that could render Merit’s existing or future products obsolete; market acceptance of new products; dependance on distributors to commercialize Merit’s products in various jurisdictions outside the United States; 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; fluctuations in and obsolescence of inventory; extreme weather events; geopolitical events; and other factors referenced in the 2023 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., its subsidiaries, or its licensors.

Contacts:
PR/Media Inquiries:Teresa Johnson Merit Medical	Investor Inquiries:Mike Piccinino, CFA, IRCWestwicke – ICR
+1-801-208-4295	+1-443-213-0509
tjohnson@merit.com	mike.piccinino@westwicke.com