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x
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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for the fiscal year ended December 31, 2015,
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or
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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Utah
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0-18592
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87-0447695
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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|
(IRS Employer Identification No.)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Item 1.
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Business.
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•
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Enhancing growth and profitability through research and development, sales model optimization, cost discipline, and operational focus.
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•
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Optimizing our operational capability through lean processes, cost effective environments, and asset utilization.
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•
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Targeting high-growth, high-return opportunities by understanding, innovating and delivering in peripheral, cardiac, OEM and endoscopy business lines.
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•
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Maintaining a highly-disciplined, customer-focused enterprise guided by strong core values to globally address unmet or underserved healthcare needs.
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•
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Dallas, Texas
|
•
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Galway, Ireland
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•
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Jackson Township, New Jersey
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•
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Malvern, Pennsylvania
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•
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Paris, France
|
•
|
Pearland, Texas
|
•
|
South Jordan, Utah
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•
|
Venlo, The Netherlands
|
Item 1A.
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Risk Factors.
|
Item 1B.
|
Unresolved Staff Comments.
|
Item 2.
|
Properties.
|
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Owned
|
|
Leased
|
|
Total
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||||||
U.S.
|
544,525
|
|
|
|
412,780
|
|
|
|
957,305
|
|
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International
|
216,103
|
|
|
|
359,063
|
|
|
|
575,166
|
|
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Total
|
760,628
|
|
|
|
771,843
|
|
|
|
1,532,471
|
|
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
For the year ended December 31, 2015
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
19.96
|
|
|
$
|
15.20
|
|
Second Quarter
|
|
$
|
22.15
|
|
|
$
|
18.28
|
|
Third Quarter
|
|
$
|
26.42
|
|
|
$
|
21.00
|
|
Fourth Quarter
|
|
$
|
25.50
|
|
|
$
|
17.60
|
|
For the year ended December 31, 2014
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
16.49
|
|
|
$
|
13.25
|
|
Second Quarter
|
|
$
|
16.76
|
|
|
$
|
12.45
|
|
Third Quarter
|
|
$
|
15.77
|
|
|
$
|
11.41
|
|
Fourth Quarter
|
|
$
|
17.69
|
|
|
$
|
11.61
|
|
|
12/2010
|
|
12/2011
|
|
12/2012
|
|
12/2013
|
|
12/2014
|
|
12/2015
|
||||||||||||
Merit Medical Systems, Inc.
|
$
|
100
|
|
|
$
|
106
|
|
|
$
|
110
|
|
|
$
|
124
|
|
|
$
|
137
|
|
|
$
|
147
|
|
NASDAQ Stock Market (U.S. Companies)
|
100
|
|
|
101
|
|
|
119
|
|
|
166
|
|
|
191
|
|
|
206
|
|
||||||
NASDAQ Stocks (SIC 3840-3849 U.S. Companies)
|
100
|
|
|
114
|
|
|
127
|
|
|
151
|
|
|
173
|
|
|
187
|
|
NOTE:
|
Performance graph data is complete through last fiscal year. Performance graph with peer group uses peer group only performance (excludes only Merit). Peer group indices use beginning of period market capitalization weighting. Index Data: Calculated (or Derived) based from CRSP NASDAQ Stock Market (US Companies), Center for Research in Security Prices (CRSP®), Graduate School of Business, The University of Chicago. Copyright 2016. Used with permission. All rights reserved.
|
|
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a) )
|
||
Plan category
|
|
(a)
|
|
(b)
|
|
(c)
|
|||
Equity compensation Plans approved by security holders
|
|
2,408 (1),(3)
|
|
$
|
14.25
|
|
|
2,707 (2),(3)
|
|
|
|
|
|
|
|
|
|
Item 6.
|
Selected Financial Data (in thousands, except per share amounts).
|
|
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
OPERATING DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net Sales
|
$
|
542,149
|
|
|
$
|
509,689
|
|
|
$
|
449,049
|
|
|
$
|
394,288
|
|
|
$
|
359,449
|
|
Cost of Sales
|
306,368
|
|
|
284,467
|
|
|
254,682
|
|
|
212,296
|
|
|
193,981
|
|
|||||
Gross Profit
|
235,781
|
|
|
225,222
|
|
|
194,367
|
|
|
181,992
|
|
|
165,468
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Selling, general, and administrative
|
156,348
|
|
|
147,894
|
|
|
128,642
|
|
|
122,106
|
|
|
104,502
|
|
|||||
Research and development
|
40,810
|
|
|
36,632
|
|
|
33,886
|
|
|
27,795
|
|
|
21,938
|
|
|||||
Intangible asset impairment charge
|
—
|
|
|
1,102
|
|
|
8,089
|
|
|
—
|
|
|
—
|
|
|||||
Contingent consideration expense (benefit)
|
80
|
|
|
(572
|
)
|
|
(4,094
|
)
|
|
—
|
|
|
—
|
|
|||||
Acquired in-process research and development
|
1,000
|
|
|
—
|
|
|
—
|
|
|
2,450
|
|
|
5,838
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating expenses
|
198,238
|
|
|
185,056
|
|
|
166,523
|
|
|
152,351
|
|
|
132,278
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income From Operations
|
37,543
|
|
|
40,166
|
|
|
27,844
|
|
|
29,641
|
|
|
33,190
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
272
|
|
|
217
|
|
|
255
|
|
|
226
|
|
|
129
|
|
|||||
Interest expense
|
(6,229
|
)
|
|
(8,829
|
)
|
|
(8,044
|
)
|
|
(604
|
)
|
|
(789
|
)
|
|||||
Other income (expense)
|
(386
|
)
|
|
18
|
|
|
(216
|
)
|
|
(1,645
|
)
|
|
345
|
|
|||||
Other income (expense)—net
|
(6,343
|
)
|
|
(8,594
|
)
|
|
(8,005
|
)
|
|
(2,023
|
)
|
|
(315
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income Before Income Taxes
|
31,200
|
|
|
31,572
|
|
|
19,839
|
|
|
27,618
|
|
|
32,875
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income Tax Expense
|
7,398
|
|
|
8,598
|
|
|
3,269
|
|
|
7,908
|
|
|
9,831
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
$
|
23,802
|
|
|
$
|
22,974
|
|
|
$
|
16,570
|
|
|
$
|
19,710
|
|
|
$
|
23,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted
|
$
|
0.53
|
|
|
$
|
0.53
|
|
|
$
|
0.39
|
|
|
$
|
0.46
|
|
|
$
|
0.58
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average Common Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diluted
|
44,511
|
|
|
43,409
|
|
|
42,884
|
|
|
42,610
|
|
|
39,733
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Working capital
|
$
|
116,093
|
|
|
$
|
116,910
|
|
|
$
|
100,321
|
|
|
$
|
88,992
|
|
|
$
|
89,857
|
|
Total assets
|
778,728
|
|
|
747,165
|
|
|
728,283
|
|
|
705,309
|
|
|
447,017
|
|
|||||
Long-term debt, less current portion
|
197,593
|
|
|
214,490
|
|
|
238,854
|
|
|
227,566
|
|
|
30,737
|
|
|||||
Stockholders’ equity
|
466,103
|
|
|
435,259
|
|
|
405,706
|
|
|
381,577
|
|
|
357,089
|
|
|||||
|
|
|
|
|
|
|
|
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Our Centros® Dialysis Catheter has received CE Marking. The device has been available in the United States since 2014 and can now be marketed in European territories.
|
•
|
We also received CE Marking for HepaSphere™ Microspheres with irinotecan indication, which is expected to complement the doxorubicin indication.
|
•
|
In the United States, we received FDA approval for the Elation® Wireguided Balloon Dilation Catheter with biliary indication, which is expected to complement the company's esophageal indication.
|
•
|
Our Prelude SNAP™ Splittable Hydrophilic Sheath gained approval from the FDA and is expected to complement our existing uncoated sheath.
|
|
2015
|
|
2014
|
|
2013
|
Net sales
|
100%
|
|
100%
|
|
100%
|
Gross profit
|
43.5
|
|
44.2
|
|
43.3
|
Selling, general and administrative expenses
|
28.8
|
|
29.0
|
|
28.6
|
Research and development expenses
|
7.5
|
|
7.2
|
|
7.5
|
Acquired in-process research and development
|
0.2
|
|
—
|
|
—
|
Intangible asset impairment charge
|
—
|
|
0.2
|
|
1.8
|
Contingent consideration expense (benefit)
|
0.0
|
|
(0.1)
|
|
(0.9)
|
Income from operations
|
6.9
|
|
7.9
|
|
6.2
|
Income before income taxes
|
5.8
|
|
6.2
|
|
4.4
|
Net income
|
4.4
|
|
4.5
|
|
3.7
|
|
% Change
|
|
2015
|
|
% Change
|
|
2014
|
|
% Change
|
|
2013
|
||||||
Cardiovascular
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stand-alone devices
|
8%
|
|
$
|
155,414
|
|
|
15%
|
|
$
|
143,712
|
|
|
10%
|
|
$
|
125,445
|
|
Custom kits and procedure trays
|
5%
|
|
116,368
|
|
|
7%
|
|
111,076
|
|
|
10%
|
|
103,700
|
|
|||
Inflation devices
|
1%
|
|
73,373
|
|
|
10%
|
|
72,538
|
|
|
(4)%
|
|
66,182
|
|
|||
Catheters
|
11%
|
|
96,833
|
|
|
17%
|
|
87,550
|
|
|
16%
|
|
75,131
|
|
|||
Embolization devices
|
3%
|
|
45,025
|
|
|
31%
|
|
43,855
|
|
|
(1)%
|
|
33,395
|
|
|||
CRM/EP
|
3%
|
|
33,902
|
|
|
17%
|
|
32,975
|
|
|
1,359%
|
|
28,271
|
|
|||
Total
|
6%
|
|
520,915
|
|
|
14%
|
|
491,706
|
|
|
14%
|
|
432,124
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Endoscopy
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Endoscopy devices
|
18%
|
|
21,234
|
|
|
6%
|
|
17,983
|
|
|
7%
|
|
16,925
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
6%
|
|
$
|
542,149
|
|
|
14%
|
|
$
|
509,689
|
|
|
14%
|
|
$
|
449,049
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Income
|
|
|
|
|
|
|
|
||||
Cardiovascular
|
$
|
34,052
|
|
|
$
|
38,601
|
|
|
$
|
26,597
|
|
Endoscopy
|
3,491
|
|
|
1,565
|
|
|
1,247
|
|
|||
Total operating income
|
$
|
37,543
|
|
|
$
|
40,166
|
|
|
$
|
27,844
|
|
|
|
Payment due by period (in thousands)
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
4-5 Years
|
|
After 5 Years
|
||||||||||
Long-term debt
|
|
$
|
207,593
|
|
|
$
|
10,000
|
|
|
$
|
197,593
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on long-term debt (1)
|
|
11,864
|
|
|
5,946
|
|
|
5,918
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
73,791
|
|
|
9,168
|
|
|
15,166
|
|
|
12,137
|
|
|
37,320
|
|
|||||
Royalty obligations
|
|
383
|
|
|
50
|
|
|
100
|
|
|
100
|
|
|
133
|
|
|||||
Total contractual cash
|
|
$
|
293,631
|
|
|
$
|
25,164
|
|
|
$
|
218,777
|
|
|
$
|
12,237
|
|
|
$
|
37,453
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
|
Salt Lake City, Utah
|
|
February 29, 2016
|
|
MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013
(In thousands, except per share amounts)
|
|||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
NET SALES
|
$
|
542,149
|
|
|
$
|
509,689
|
|
|
$
|
449,049
|
|
|
|
|
|
|
|
||||||
COST OF SALES
|
306,368
|
|
|
284,467
|
|
|
254,682
|
|
|||
|
|
|
|
|
|
||||||
GROSS PROFIT
|
235,781
|
|
|
225,222
|
|
|
194,367
|
|
|||
|
|
|
|
|
|
||||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|||||
Selling, general and administrative
|
156,348
|
|
|
147,894
|
|
|
128,642
|
|
|||
Research and development
|
40,810
|
|
|
36,632
|
|
|
33,886
|
|
|||
Intangible asset impairment charges
|
—
|
|
|
1,102
|
|
|
8,089
|
|
|||
Contingent consideration expense (benefit)
|
80
|
|
|
(572
|
)
|
|
(4,094
|
)
|
|||
Acquired in-process research and development
|
1,000
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total operating expenses
|
198,238
|
|
|
185,056
|
|
|
166,523
|
|
|||
|
|
|
|
|
|
||||||
INCOME FROM OPERATIONS
|
37,543
|
|
|
40,166
|
|
|
27,844
|
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|||||
Interest income
|
272
|
|
|
217
|
|
|
255
|
|
|||
Interest expense
|
(6,229
|
)
|
|
(8,829
|
)
|
|
(8,044
|
)
|
|||
Other income (expense) — net
|
(386
|
)
|
|
18
|
|
|
(216
|
)
|
|||
|
|
|
|
|
|
||||||
Other expense — net
|
(6,343
|
)
|
|
(8,594
|
)
|
|
(8,005
|
)
|
|||
|
|
|
|
|
|
||||||
INCOME BEFORE INCOME TAXES
|
31,200
|
|
|
31,572
|
|
|
19,839
|
|
|||
|
|
|
|
|
|
||||||
INCOME TAX EXPENSE
|
7,398
|
|
|
8,598
|
|
|
3,269
|
|
|||
|
|
|
|
|
|
||||||
NET INCOME
|
$
|
23,802
|
|
|
$
|
22,974
|
|
|
$
|
16,570
|
|
|
|
|
|
|
|
||||||
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
|
|||||
Basic
|
$
|
0.54
|
|
|
$
|
0.53
|
|
|
$
|
0.39
|
|
|
|
|
|
|
|
||||||
Diluted
|
$
|
0.53
|
|
|
$
|
0.53
|
|
|
$
|
0.39
|
|
|
|
|
|
|
|
||||||
AVERAGE COMMON SHARES:
|
|
|
|
|
|
||||||
Basic
|
44,036
|
|
|
43,143
|
|
|
42,607
|
|
|||
|
|
|
|
|
|
||||||
Diluted
|
44,511
|
|
|
43,409
|
|
|
42,884
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
23,802
|
|
|
$
|
22,974
|
|
|
$
|
16,570
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Interest rate swap
|
(571
|
)
|
|
(630
|
)
|
|
2,992
|
|
|||
Less income tax benefit (expense)
|
222
|
|
|
245
|
|
|
(1,164
|
)
|
|||
Foreign currency translation adjustment
|
(3,037
|
)
|
|
(3,160
|
)
|
|
292
|
|
|||
Less income tax benefit
|
311
|
|
|
190
|
|
|
5
|
|
|||
Total other comprehensive income (loss)
|
(3,075
|
)
|
|
(3,355
|
)
|
|
2,125
|
|
|||
Total comprehensive income
|
$
|
20,727
|
|
|
$
|
19,619
|
|
|
$
|
18,695
|
|
|
|
|
|
|
|
MERIT MEDICAL SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013
(In thousands)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated Other
|
|||||||||
|
|
|
Common Stock
|
|
Retained
|
|
Comprehensive
|
|||||||||||
|
Total
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
Income (Loss)
|
|||||||||
BALANCE — January 1, 2013
|
$
|
381,577
|
|
|
42,489
|
|
|
$
|
172,341
|
|
|
$
|
210,418
|
|
|
$
|
(1,182
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
16,570
|
|
|
|
|
|
|
|
|
16,570
|
|
|
|
|
||||
Other comprehensive income
|
2,125
|
|
|
|
|
|
|
|
|
|
|
|
2,125
|
|
||||
Excess tax benefits from stock-based compensation
|
259
|
|
|
|
|
|
259
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense
|
1,467
|
|
|
|
|
|
1,467
|
|
|
|
|
|
|
|
||||
Options exercised
|
3,733
|
|
|
413
|
|
|
3,733
|
|
|
|
|
|
|
|
||||
Issuance of common stock under Employee Stock Purchase Plans
|
448
|
|
|
37
|
|
|
448
|
|
|
|
|
|
|
|
||||
Shares surrendered in exchange for payment of payroll tax liabilities
|
(21
|
)
|
|
(48
|
)
|
|
(21
|
)
|
|
|
|
|
||||||
Shares surrendered in exchange for exercise of stock options
|
(452
|
)
|
|
(45
|
)
|
|
(452
|
)
|
|
|
|
|
||||||
BALANCE — December 31, 2013
|
405,706
|
|
|
42,846
|
|
|
177,775
|
|
|
226,988
|
|
|
943
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
22,974
|
|
|
|
|
|
|
|
|
22,974
|
|
|
|
|
||||
Other comprehensive loss
|
(3,355
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,355
|
)
|
||||
Excess tax benefits from stock-based compensation
|
576
|
|
|
|
|
|
576
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense
|
1,460
|
|
|
|
|
|
1,460
|
|
|
|
|
|
|
|
||||
Options exercised
|
9,638
|
|
|
878
|
|
|
9,638
|
|
|
|
|
|
||||||
Issuance of common stock under Employee Stock Purchase Plans
|
450
|
|
|
33
|
|
|
450
|
|
|
|
|
|
|
|
||||
Shares surrendered in exchange for payment of payroll tax liabilities
|
(249
|
)
|
|
(16
|
)
|
|
(249
|
)
|
|
|
|
|
||||||
Shares surrendered in exchange for exercise of stock options
|
(1,941
|
)
|
|
(127
|
)
|
|
(1,941
|
)
|
|
|
|
|
|
|
||||
BALANCE — December 31, 2014
|
435,259
|
|
|
43,614
|
|
|
187,709
|
|
|
249,962
|
|
|
(2,412
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
23,802
|
|
|
|
|
|
|
23,802
|
|
|
|
|||||||
Other comprehensive loss
|
(3,075
|
)
|
|
|
|
|
|
|
|
(3,075
|
)
|
|||||||
Excess tax benefits from stock-based compensation
|
2,124
|
|
|
|
|
2,124
|
|
|
|
|
|
|||||||
Stock-based compensation expense
|
2,243
|
|
|
|
|
2,243
|
|
|
|
|
|
|||||||
Options exercised
|
10,029
|
|
|
858
|
|
|
10,029
|
|
|
|
|
|
||||||
Issuance of common stock under Employee Stock Purchase Plans
|
441
|
|
|
23
|
|
|
441
|
|
|
|
|
|
||||||
Shares surrendered in exchange for payment of payroll tax liabilities
|
(918
|
)
|
|
(43
|
)
|
|
(918
|
)
|
|
|
|
|
||||||
Shares surrendered in exchange for exercise of stock options
|
(3,802
|
)
|
|
(185
|
)
|
|
(3,802
|
)
|
|
|
|
|
||||||
BALANCE — December 31, 2015
|
$
|
466,103
|
|
|
44,267
|
|
|
$
|
197,826
|
|
|
$
|
273,764
|
|
|
$
|
(5,487
|
)
|
Customer lists
|
5
|
-
|
15 years
|
Developed technology
|
8
|
-
|
15 years
|
Distribution agreements
|
3
|
-
|
12 years
|
License agreements and trademarks
|
4
|
-
|
15 years
|
Covenants not to compete
|
3
|
-
|
10 years
|
Patents
|
17 years
|
||
Royalty agreements
|
5 years
|
Buildings
|
40 years
|
||
Manufacturing equipment
|
4
|
-
|
20 years
|
Furniture and fixtures
|
3
|
-
|
20 years
|
Land improvements
|
10
|
-
|
20 years
|
Leasehold improvements
|
4
|
-
|
25 years
|
Assets Acquired
|
|
||
Inventories
|
$
|
478
|
|
Intangibles
|
|
||
Developed technology
|
18,200
|
|
|
Customer lists
|
390
|
|
|
Trademarks
|
320
|
|
|
Goodwill
|
8,112
|
|
|
|
|
||
Total assets acquired
|
$
|
27,500
|
|
Assets Acquired
|
|
||
Inventories
|
$
|
16
|
|
Intangibles
|
|
||
Developed technology
|
1,520
|
|
|
Customer lists
|
20
|
|
|
Trademarks
|
40
|
|
|
Goodwill
|
904
|
|
|
|
|
||
Total assets acquired
|
$
|
2,500
|
|
|
|
2013
|
||||||
|
|
As Reported
|
|
Pro Forma
|
||||
Net sales
|
|
$
|
449,049
|
|
|
$
|
454,333
|
|
Net income
|
|
16,570
|
|
|
17,112
|
|
||
Earnings per common share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.39
|
|
|
$
|
0.40
|
|
Diluted
|
|
$
|
0.39
|
|
|
$
|
0.40
|
|
|
2015
|
|
2014
|
||||
Finished goods
|
$
|
59,170
|
|
|
$
|
50,000
|
|
Work-in-process
|
8,540
|
|
|
7,680
|
|
||
Raw materials
|
38,289
|
|
|
34,093
|
|
||
|
|
|
|
||||
Total
|
$
|
105,999
|
|
|
$
|
91,773
|
|
|
2015
|
|
2014
|
||||
Goodwill balance at January 1
|
$
|
184,464
|
|
|
$
|
184,505
|
|
Effect of foreign exchange
|
(52
|
)
|
|
(41
|
)
|
||
Additions as the result of acquisitions
|
60
|
|
|
—
|
|
||
Goodwill balance at December 31
|
$
|
184,472
|
|
|
$
|
184,464
|
|
|
2015
|
||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Patents
|
$
|
12,014
|
|
|
$
|
(2,595
|
)
|
|
$
|
9,419
|
|
Distribution agreements
|
5,626
|
|
|
(2,853
|
)
|
|
2,773
|
|
|||
License agreements
|
19,109
|
|
|
(2,438
|
)
|
|
16,671
|
|
|||
Trademarks
|
7,259
|
|
|
(2,554
|
)
|
|
4,705
|
|
|||
Covenants not to compete
|
1,028
|
|
|
(873
|
)
|
|
155
|
|
|||
Customer lists
|
20,793
|
|
|
(15,023
|
)
|
|
5,770
|
|
|||
Royalty agreements
|
267
|
|
|
(267
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
66,096
|
|
|
$
|
(26,603
|
)
|
|
$
|
39,493
|
|
|
2014
|
||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Patents
|
$
|
10,199
|
|
|
$
|
(2,196
|
)
|
|
$
|
8,003
|
|
Distribution agreements
|
5,376
|
|
|
(2,285
|
)
|
|
3,091
|
|
|||
License agreements
|
8,995
|
|
|
(1,823
|
)
|
|
7,172
|
|
|||
Trademarks
|
7,298
|
|
|
(2,079
|
)
|
|
5,219
|
|
|||
Covenants not to compete
|
1,029
|
|
|
(636
|
)
|
|
393
|
|
|||
Customer lists
|
20,452
|
|
|
(13,194
|
)
|
|
7,258
|
|
|||
Royalty agreements
|
267
|
|
|
(267
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
53,616
|
|
|
$
|
(22,480
|
)
|
|
$
|
31,136
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
9,470
|
|
|
$
|
16,961
|
|
|
$
|
5,435
|
|
Foreign
|
21,730
|
|
|
14,611
|
|
|
14,404
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
31,200
|
|
|
$
|
31,572
|
|
|
$
|
19,839
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Current expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(17
|
)
|
|
$
|
1,316
|
|
|
$
|
(747
|
)
|
State
|
747
|
|
|
768
|
|
|
333
|
|
|||
Foreign
|
3,218
|
|
|
2,644
|
|
|
2,324
|
|
|||
|
|
|
|
|
|
||||||
Total current expense
|
3,948
|
|
|
4,728
|
|
|
1,910
|
|
|||
|
|
|
|
|
|
||||||
Deferred expense (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
3,250
|
|
|
4,078
|
|
|
1,089
|
|
|||
State
|
294
|
|
|
(119
|
)
|
|
278
|
|
|||
Foreign
|
(94
|
)
|
|
(89
|
)
|
|
(8
|
)
|
|||
|
|
|
|
|
|
||||||
Total deferred expense
|
3,450
|
|
|
3,870
|
|
|
1,359
|
|
|||
|
|
|
|
|
|
||||||
Total income tax expense
|
$
|
7,398
|
|
|
$
|
8,598
|
|
|
$
|
3,269
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Computed federal income tax expense at statutory rate of 35%
|
$
|
10,920
|
|
|
$
|
11,050
|
|
|
$
|
6,943
|
|
State income taxes
|
698
|
|
|
438
|
|
|
397
|
|
|||
Tax credits
|
(1,019
|
)
|
|
(888
|
)
|
|
(1,385
|
)
|
|||
Foreign tax rate differential
|
(3,564
|
)
|
|
(1,958
|
)
|
|
(2,374
|
)
|
|||
Uncertain tax positions
|
536
|
|
|
(76
|
)
|
|
(520
|
)
|
|||
Deferred compensation insurance assets
|
182
|
|
|
(81
|
)
|
|
(358
|
)
|
|||
Other — including the effect of graduated rates
|
(355
|
)
|
|
113
|
|
|
566
|
|
|||
|
|
|
|
|
|
||||||
Total income tax expense
|
$
|
7,398
|
|
|
$
|
8,598
|
|
|
$
|
3,269
|
|
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Deferred income tax assets:
|
|
|
|
|
|||
Allowance for uncollectible accounts receivable
|
$
|
531
|
|
|
$
|
366
|
|
Accrued compensation expense
|
5,534
|
|
|
5,492
|
|
||
Inventory differences
|
2,043
|
|
|
2,401
|
|
||
Net operating loss carryforwards
|
11,434
|
|
|
13,542
|
|
||
Deferred revenue
|
118
|
|
|
87
|
|
||
Stock-based compensation expense
|
2,532
|
|
|
2,479
|
|
||
Uncertain tax positions
|
—
|
|
|
284
|
|
||
Federal research and development credit carryforward
|
2,355
|
|
|
1,413
|
|
||
Foreign Tax Credits
|
600
|
|
|
1,374
|
|
||
Other
|
5,754
|
|
|
4,173
|
|
||
Total deferred income tax assets
|
30,901
|
|
|
31,611
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Prepaid expenses
|
(841
|
)
|
|
(708
|
)
|
||
Property and equipment
|
(24,467
|
)
|
|
(23,298
|
)
|
||
Intangible assets
|
(6,495
|
)
|
|
(4,853
|
)
|
||
Other
|
(1,077
|
)
|
|
(1,150
|
)
|
||
Total deferred income tax liabilities
|
(32,880
|
)
|
|
(30,009
|
)
|
||
Valuation allowance
|
(1,981
|
)
|
|
(1,603
|
)
|
||
Net deferred income tax assets (liabilities)
|
$
|
(3,960
|
)
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
||
Reported as:
|
|
|
|
||||
Deferred income tax assets - Current
|
$
|
7,025
|
|
|
$
|
6,375
|
|
Deferred income tax assets - Long-term
|
—
|
|
|
9
|
|
||
Deferred income tax liabilities - Current
|
—
|
|
|
—
|
|
||
Deferred income tax liabilities - Long-term
|
(10,985
|
)
|
|
(6,385
|
)
|
||
|
|
|
|
||||
Net deferred income tax liabilities
|
$
|
(3,960
|
)
|
|
$
|
(1
|
)
|
Tabular Roll-forward
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Unrecognized tax benefits, opening balance
|
$
|
1,736
|
|
|
$
|
2,129
|
|
|
$
|
2,776
|
|
Gross increases in tax positions taken in a prior year
|
187
|
|
|
142
|
|
|
107
|
|
|||
Gross increases in tax positions taken in the current year
|
763
|
|
|
309
|
|
|
236
|
|
|||
Lapse of applicable statute of limitations
|
(704
|
)
|
|
(844
|
)
|
|
(990
|
)
|
|||
Unrecognized tax benefits, ending balance
|
$
|
1,982
|
|
|
$
|
1,736
|
|
|
$
|
2,129
|
|
|
2015
|
|
2014
|
||||
Payroll taxes
|
$
|
2,369
|
|
|
$
|
1,931
|
|
Payroll
|
4,971
|
|
|
4,086
|
|
||
Bonuses
|
5,283
|
|
|
7,301
|
|
||
Commissions
|
790
|
|
|
980
|
|
||
Vacation
|
7,748
|
|
|
6,753
|
|
||
Royalties
|
1,499
|
|
|
1,497
|
|
||
Value-added tax
|
1,797
|
|
|
1,555
|
|
||
Other accrued expenses
|
13,389
|
|
|
9,723
|
|
||
Total
|
$
|
37,846
|
|
|
$
|
33,826
|
|
|
2015
|
|
2014
|
||||
Term loan
|
$
|
64,962
|
|
|
$
|
82,500
|
|
Revolving credit loans
|
142,631
|
|
|
141,990
|
|
||
Total long-term debt
|
207,593
|
|
|
224,490
|
|
||
Less current portion
|
10,000
|
|
|
10,000
|
|
||
Long-term portion
|
$
|
197,593
|
|
|
$
|
214,490
|
|
Years Ending
|
|
Future Minimum
|
||
December 31
|
|
Principal Payments
|
||
2016
|
|
10,000
|
|
|
2017
|
|
197,593
|
|
|
Total future minimum principal payments
|
|
$
|
207,593
|
|
Years Ending
|
|
Operating
|
||
December 31
|
|
Leases
|
||
|
|
|
|
|
2016
|
|
$
|
9,168
|
|
2017
|
|
7,961
|
|
|
2018
|
|
7,205
|
|
|
2019
|
|
7,110
|
|
|
2020
|
|
5,027
|
|
|
Thereafter
|
|
37,320
|
|
|
|
|
|
|
|
Total minimum lease payments
|
|
$
|
73,791
|
|
|
Net
Income
|
|
Shares
|
|
Per Share
Amount
|
|||||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
||
Basic EPS
|
$
|
23,802
|
|
|
44,036
|
|
|
$
|
0.54
|
|
Effect of dilutive stock options and warrants
|
|
|
|
475
|
|
|
|
|
||
|
|
|
|
|
|
|||||
Diluted EPS
|
$
|
23,802
|
|
|
44,511
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
||
Basic EPS
|
$
|
22,974
|
|
|
43,143
|
|
|
$
|
0.53
|
|
Effect of dilutive stock options and warrants
|
|
|
|
266
|
|
|
|
|
||
|
|
|
|
|
|
|||||
Diluted EPS
|
$
|
22,974
|
|
|
43,409
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
||
Basic EPS
|
$
|
16,570
|
|
|
42,607
|
|
|
$
|
0.39
|
|
Effect of dilutive stock options and warrants
|
|
|
|
277
|
|
|
|
|
||
|
|
|
|
|
|
|||||
Diluted EPS
|
$
|
16,570
|
|
|
42,884
|
|
|
$
|
0.39
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of goods sold
|
$
|
398
|
|
|
$
|
198
|
|
|
$
|
145
|
|
Research and development
|
122
|
|
|
69
|
|
|
87
|
|
|||
Selling, general, and administrative
|
1,723
|
|
|
1,193
|
|
|
1,235
|
|
|||
Stock-based compensation expense before taxes
|
$
|
2,243
|
|
|
$
|
1,460
|
|
|
$
|
1,467
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total intrinsic value of stock options exercised
|
$
|
7,548
|
|
|
$
|
3,505
|
|
|
$
|
1,649
|
|
Cash received from stock option exercises
|
6,227
|
|
|
7,697
|
|
|
3,281
|
|
|||
Excess tax benefit from the exercise of stock options
|
2,124
|
|
|
576
|
|
|
259
|
|
|
Number
of Shares
|
|
Weighted Average
Exercise Price
|
|
Remaining Contractual
Term (in years)
|
|
Intrinsic
Value
|
|||||
2015:
|
|
|
|
|
|
|
|
|
|
|
||
Beginning balance
|
2,791
|
|
|
$
|
12.59
|
|
|
|
|
|
|
|
Granted
|
618
|
|
|
18.16
|
|
|
|
|
|
|
||
Exercised
|
(858
|
)
|
|
11.63
|
|
|
|
|
|
|
||
Forfeited/expired
|
(143
|
)
|
|
14.38
|
|
|
|
|
|
|
||
Outstanding at December 31
|
2,408
|
|
|
14.25
|
|
|
4.3
|
|
$
|
10,752
|
|
|
Exercisable
|
2,329
|
|
|
14.23
|
|
|
4.3
|
|
10,461
|
|
||
Ending vested and expected to vest
|
992
|
|
|
13.34
|
|
|
2.9
|
|
5,206
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise
|
|
Number Outstanding
|
|
Weighted Average Remaining Contractual Life (in years)
|
|
Weighted Average Exercise Price
|
|
Number Exercisable
|
|
Weighted Average Exercise Price
|
|||||||||||
$
|
9.95
|
|
-
|
$12.91
|
|
|
671
|
|
|
5.20
|
|
$
|
11.82
|
|
|
187
|
|
|
$
|
11.85
|
|
$
|
13.14
|
|
-
|
$13.16
|
|
|
216
|
|
|
3.36
|
|
13.15
|
|
|
129
|
|
|
13.15
|
|
||
$
|
13.75
|
|
-
|
$13.75
|
|
|
638
|
|
|
2.61
|
|
13.75
|
|
|
511
|
|
|
13.75
|
|
||
$
|
13.77
|
|
-
|
$21.98
|
|
|
883
|
|
|
5.19
|
|
16.76
|
|
|
165
|
|
|
13.92
|
|
||
$
|
9.95
|
|
-
|
$21.98
|
|
|
2,408
|
|
|
|
|
|
|
|
992
|
|
|
|
|
|
% Change
|
|
2015
|
|
% Change
|
|
2014
|
|
% Change
|
|
2013
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cardiovascular
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Stand-alone devices
|
8
|
%
|
|
$
|
155,414
|
|
|
15
|
%
|
|
$
|
143,712
|
|
|
10
|
%
|
|
$
|
125,445
|
|
Custom kits and procedure trays
|
5
|
%
|
|
116,368
|
|
|
7
|
%
|
|
111,076
|
|
|
10
|
%
|
|
103,700
|
|
|||
Inflation devices
|
1
|
%
|
|
73,373
|
|
|
10
|
%
|
|
72,538
|
|
|
(4
|
)%
|
|
66,182
|
|
|||
Catheters
|
11
|
%
|
|
96,833
|
|
|
17
|
%
|
|
87,550
|
|
|
16
|
%
|
|
75,131
|
|
|||
Embolization devices
|
3
|
%
|
|
45,025
|
|
|
31
|
%
|
|
43,855
|
|
|
(1
|
)%
|
|
33,395
|
|
|||
CRM/EP
|
3
|
%
|
|
33,902
|
|
|
17
|
%
|
|
32,975
|
|
|
1,359
|
%
|
|
28,271
|
|
|||
Total
|
6
|
%
|
|
520,915
|
|
|
14
|
%
|
|
491,706
|
|
|
14
|
%
|
|
432,124
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Endoscopy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Endoscopy devices
|
18
|
%
|
|
21,234
|
|
|
6
|
%
|
|
17,983
|
|
|
7
|
%
|
|
16,925
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
6
|
%
|
|
$
|
542,149
|
|
|
14
|
%
|
|
$
|
509,689
|
|
|
14
|
%
|
|
$
|
449,049
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
186,389
|
|
|
$
|
177,627
|
|
|
$
|
178,130
|
|
Ireland
|
48,896
|
|
|
49,708
|
|
|
50,274
|
|
|||
Other foreign countries
|
32,493
|
|
|
16,836
|
|
|
14,866
|
|
|||
Total
|
$
|
267,778
|
|
|
$
|
244,171
|
|
|
$
|
243,270
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Cardiovascular
|
$
|
520,915
|
|
|
$
|
491,706
|
|
|
$
|
432,124
|
|
Endoscopy
|
21,234
|
|
|
17,983
|
|
|
16,925
|
|
|||
Total revenues
|
542,149
|
|
|
509,689
|
|
|
449,049
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|||
Cardiovascular
|
187,492
|
|
|
175,152
|
|
|
157,479
|
|
|||
Endoscopy
|
10,746
|
|
|
9,904
|
|
|
9,044
|
|
|||
Total operating expenses
|
198,238
|
|
|
185,056
|
|
|
166,523
|
|
|||
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|||
Cardiovascular
|
34,052
|
|
|
38,601
|
|
|
26,597
|
|
|||
Endoscopy
|
3,491
|
|
|
1,565
|
|
|
1,247
|
|
|||
Total operating income
|
37,543
|
|
|
40,166
|
|
|
27,844
|
|
|||
|
|
|
|
|
|
||||||
Total other expense - net
|
(6,343
|
)
|
|
(8,594
|
)
|
|
(8,005
|
)
|
|||
Income tax expense
|
7,398
|
|
|
8,598
|
|
|
3,269
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
$
|
23,802
|
|
|
$
|
22,974
|
|
|
$
|
16,570
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cardiovascular
|
$
|
767,952
|
|
|
$
|
734,940
|
|
|
$
|
716,659
|
|
Endoscopy
|
10,776
|
|
|
12,225
|
|
|
11,624
|
|
|||
Total
|
$
|
778,728
|
|
|
$
|
747,165
|
|
|
$
|
728,283
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Cardiovascular
|
$
|
36,474
|
|
|
$
|
34,975
|
|
|
$
|
31,594
|
|
Endoscopy
|
951
|
|
|
954
|
|
|
948
|
|
|||
Total
|
$
|
37,425
|
|
|
$
|
35,929
|
|
|
$
|
32,542
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Cardiovascular
|
$
|
50,927
|
|
|
$
|
33,660
|
|
|
$
|
59,421
|
|
Endoscopy
|
32
|
|
|
521
|
|
|
84
|
|
|||
Total
|
$
|
50,959
|
|
|
$
|
34,181
|
|
|
$
|
59,505
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
129,577
|
|
|
$
|
138,082
|
|
|
$
|
136,086
|
|
|
$
|
138,404
|
|
Gross profit
|
55,383
|
|
|
60,886
|
|
|
59,205
|
|
|
60,307
|
|
||||
Income from operations
|
8,704
|
|
|
12,242
|
|
|
8,547
|
|
|
8,050
|
|
||||
Income tax expense
|
2,289
|
|
|
3,122
|
|
|
1,842
|
|
|
145
|
|
||||
Net income
|
5,174
|
|
|
7,401
|
|
|
4,818
|
|
|
6,409
|
|
||||
Basic earnings per common share
|
0.12
|
|
|
0.17
|
|
|
0.11
|
|
|
0.14
|
|
||||
Diluted earnings per common share
|
0.12
|
|
|
0.17
|
|
|
0.11
|
|
|
0.14
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
$
|
119,236
|
|
|
$
|
128,865
|
|
|
$
|
128,808
|
|
|
$
|
132,780
|
|
Gross profit
|
52,043
|
|
|
55,624
|
|
|
57,421
|
|
|
60,134
|
|
||||
Income from operations
|
6,489
|
|
|
7,384
|
|
|
12,076
|
|
|
14,217
|
|
||||
Income tax expense
|
1,063
|
|
|
1,366
|
|
|
2,489
|
|
|
3,680
|
|
||||
Net income
|
2,823
|
|
|
3,716
|
|
|
7,764
|
|
|
8,671
|
|
||||
Basic earnings per common share
|
0.07
|
|
|
0.09
|
|
|
0.18
|
|
|
0.20
|
|
||||
Diluted earnings per common share
|
0.07
|
|
|
0.09
|
|
|
0.18
|
|
|
0.20
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
Total Fair
|
|
Quoted prices in
|
|
Significant other
|
|
Significant
|
||||||||
|
|
Value at
|
|
active markets
|
|
observable inputs
|
|
Unobservable inputs
|
||||||||
Description
|
|
December 31, 2015
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts (1)
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Foreign currency contracts (2)
|
|
$
|
(278
|
)
|
|
$
|
—
|
|
|
$
|
(278
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
Total Fair
|
|
Quoted prices in
|
|
Significant other
|
|
Significant
|
||||||||
|
|
Value at
|
|
active markets
|
|
observable inputs
|
|
Unobservable inputs
|
||||||||
Description
|
|
December 31, 2014
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts (1)
|
|
$
|
573
|
|
|
$
|
—
|
|
|
$
|
573
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||
Beginning balance
|
$
|
1,886
|
|
|
$
|
2,526
|
|
Contingent consideration liability recorded as the result of acquisitions (see Note 2)
|
270
|
|
|
—
|
|
||
Fair value adjustments recorded to income during the period
|
80
|
|
|
(572
|
)
|
||
Contingent payments made
|
(1,212
|
)
|
|
(68
|
)
|
||
Ending balance
|
$
|
1,024
|
|
|
$
|
1,886
|
|
Contingent consideration liability
|
|
Fair value at December 31, 2015
|
|
Valuation technique
|
|
Unobservable inputs
|
|
Range
|
||
Revenue-based payments
|
|
$
|
874
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
5% - 15%
|
|
|
|
|
|
Probability of milestone payment
|
|
100%
|
|||
|
|
|
|
|
|
Projected year of payments
|
|
2016-2028
|
||
|
|
|
|
|
|
|
|
|
||
Other payments
|
|
$
|
150
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
—%
|
|
|
|
|
|
Probability of milestone payment
|
|
100%
|
|||
|
|
|
|
|
|
Projected year of payments
|
|
2016
|
||
|
|
|
|
|
|
|
|
|
||
Contingent consideration liability
|
|
Fair value at December 31, 2014
|
|
Valuation technique
|
|
Unobservable inputs
|
|
Range
|
||
Revenue-based payments
|
|
$
|
1,610
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
1% - 14%
|
|
|
|
|
|
Probability of milestone payment
|
|
90%
|
|||
|
|
|
|
|
|
Projected year of payments
|
|
2015-2028
|
||
|
|
|
|
|
|
|
|
|
||
Other payments
|
|
$
|
276
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
5%
|
|
|
|
|
|
Probability of milestone payment
|
|
100%
|
|||
|
|
|
|
|
|
Projected year of payments
|
|
2015-2016
|
||
|
|
|
|
|
|
|
|
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
|
|
|
|
|
|
|
Description
|
|
Balance at
Beginning of Year |
|
Additions Charged to
Costs and Expenses (a) |
|
Deduction (b)
|
|
Balance at
End of Year |
||||
|
|
|
|
|
|
|
|
|
||||
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2013
|
|
(892
|
)
|
|
(376
|
)
|
|
428
|
|
|
(840
|
)
|
2014
|
|
(840
|
)
|
|
(83
|
)
|
|
30
|
|
|
(893
|
)
|
2015
|
|
(893
|
)
|
|
(607
|
)
|
|
203
|
|
|
(1,297
|
)
|
Description
|
|
Balance at
Beginning of Year |
|
Additions Charged to
Costs and Expenses (c) |
|
Deduction
|
|
Balance at
End of Year |
||||
|
|
|
|
|
|
|
|
|
||||
TAX VALUATION ALLOWANCE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2013
|
|
(1,225
|
)
|
|
(138
|
)
|
|
—
|
|
|
(1,363
|
)
|
2014
|
|
(1,363
|
)
|
|
(240
|
)
|
|
—
|
|
|
(1,603
|
)
|
2015
|
|
(1,603
|
)
|
|
(378
|
)
|
|
—
|
|
|
(1,981
|
)
|
|
|
Description
|
|
Exhibit No.
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger dated May 13, 2010 by and among Merit Medical Systems, Inc., Merit BioAcquisition Co., and BioSphere Medical, Inc.*
|
|
[Form 8-K filed May 13, 2010, Exhibit 2.1]
|
|
|
|
|
|
2.2
|
|
Stock Purchase Agreement dated November 26, 2012 by and between Merit
Medical Systems, Inc. and Vital Signs, Inc.*
|
|
[Form 8-K/A filed January 24 2013,
Exhibit 2.1]
|
|
|
|
|
|
3.1
|
|
Articles of Incorporation as amended and restated*
|
|
[Form 10-Q filed August 14, 1996, Exhibit No. 1]
|
|
|
|
|
|
3.2
|
|
Second Amended and Restated Bylaws*
|
|
[Form 8-K filed December 16, 2015 Exhibit No. 3.1]
|
|
|
|
|
|
4.1
|
|
Specimen Certificate of the Common Stock*
|
|
[Form S–18 filed October 19, 1989, Exhibit No. 10]
|
|
|
|
|
|
4.2
|
|
Articles of Amendment of the Articles of Incorporation dated May 14, 1993*
|
|
[Form S-3 filed February 14, 2005, Exhibit 4.3]
|
|
|
|
|
|
4.3
|
|
Articles of Amendment to Articles of Incorporation dated June 6, 1996*
|
|
[Form S-3 filed February 14, 2005, Exhibit 4.4]
|
|
|
|
|
|
4.4
|
|
Articles of Amendment to Articles of Incorporation dated June 12, 1997*
|
|
[Form S-3 filed February 14, 2005, Exhibit 4.5]
|
|
|
|
|
|
4.5
|
|
Articles of Amendment to the Articles of Incorporation dated May 22, 2003*
|
|
[Form S-3 filed February 14, 2005, Exhibit 4.7]
|
|
|
|
|
|
4.6
|
|
Articles of Amendment to the Articles of Incorporation dated May 23, 2008*
|
|
[Form 8-K filed May 28, 2008, Exhibit 3.1]
|
|
|
|
|
|
10.1
|
|
Merit Medical Systems, Inc. Long Term Incentive Plan (as amended and restated) dated March 25, 1996*†
|
|
[Form 10-Q filed August 14, 1996, Exhibit No. 2]
|
|
|
|
|
|
10.2
|
|
Merit Medical Systems, Inc. 401(k) Profit Sharing Plan (as amended effective January 1, 1991*†
|
|
[Form S–1 filed February 14, 1992, Exhibit No. 8]
|
|
|
|
|
|
10.3
|
|
Lease Agreement dated as of June 8, 1993 for office and manufacturing facility*
|
|
[Form 10–K for year ended December 31, 1994, Exhibit No. 10.4]
|
|
|
|
|
|
10.4
|
|
Amended and Restated Deferred Compensation Plan*†
|
|
[Form 10-K for year ended December 31, 2003, Exhibit No. 10.12]
|
|
|
|
|
|
10.5
|
|
Seventh Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan*†
|
|
[Form 10-K for year ended December 31, 2006, Exhibit No. 10.18]
|
|
|
|
|
|
10.6
|
|
Stock Purchase Agreement by and between Merit Medical Systems, Inc. and Sheen Man Co. LTD, dated April 1, 2007*
|
|
[Form 10-Q filed May 9, 2007, Exhibit No. 10.19]
|
|
|
|
|
|
10.7
|
|
Eighth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan*†
|
|
[Form 10-K for year ended December 31, 2007, Exhibit No. 10.20]
|
|
|
|
|
|
10.8
|
|
Ninth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan*†
|
|
[Form 10-K for year ended December 31, 2007, Exhibit No. 10.21]
|
|
|
|
|
|
10.9
|
|
Tenth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan*†
|
|
[Form 10-K for year ended December 31, 2007, Exhibit No. 10.22]
|
|
|
|
|
|
10.10
|
|
Merit Medical Systems, Inc. Amended and Restated Deferred Compensation Plan, effective January 1, 2008*†
|
|
[Form 8-K filed December 18, 2008, Exhibit 10.1]
|
|
|
|
|
|
10.11
|
|
Eleventh Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan*†
|
|
[Form 10-K for year ended December 31, 2008, Exhibit No. 10.29]
|
|
|
|
|
|
10.12
|
|
Twelfth Amendment to the First Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan*†
|
|
[Form 10-K for year ended December 31, 2008, Exhibit No. 10.30]
|
|
|
|
|
|
10.13
|
|
Second Amendment to the Merit Medical Systems, Inc. 2006 Long-Term Incentive Plan*†
|
|
[Form 8-K filed May 27, 2009, Exhibit 10.1]
|
|
|
|
|
|
10.14
|
|
Second Restatement of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan*†
|
|
[Form 8-K filed January 7, 2010, Exhibit 10.1]
|
|
|
|
|
|
10.15
|
|
Credit Agreement dated as of September 10, 2010 by and among Merit Medical Systems, Inc. and Wells Fargo Bank, National Association*
|
|
[Form 8-K/A filed September 16, 2010, Exhibit 10.1]
|
|
|
|
|
|
10.16
|
|
Amended and Restated Employment Agreement of Fred P. Lampropoulos dated December 30, 2010*†
|
|
[Form 10-K for year ended December 31, 2010, Exhibit No. 10.36]
|
|
|
|
|
|
10.17
|
|
Stock Purchase Agreement by and between Vital Signs, Inc. and Merit Medical Systems, Inc., dated as of November 26, 2012*
|
|
[Form 8-K/A filed November 30, 2012, Exhibit 2.1]
|
|
|
|
|
|
10.18
|
|
Amended and Restated Credit Agreement dated December 19, 2012 by and among Merit Medical Systems, Inc. and Wells Fargo Bank, National Association*
|
|
[Form 8-K filed December 21, 2012, Exhibit 10.1]
|
|
|
|
|
|
10.19
|
|
Amended and Restated Stock Purchase Agreement by and between Vital Signs, Inc. and Merit Medical Systems, Inc., dated as of November 26, 2012*
|
|
[Form 8-K/A filed January 24, 2013, Exhibit 2.1]
|
|
|
|
|
|
10.20
|
|
First Amendment to Amended and Restated Credit Agreement, dated as of October 4, 2013, by and among Merit Medical Systems, Inc., certain subsidiaries of Merit Medical Systems, Inc., the lenders identified therein and Wells Fargo Bank, as administrative agent for the lenders*
|
|
[Form 10-Q for quarter ended September 30, 2013, Exhibit No. 10.1]
|
|
|
|
|
|
10.21
|
|
Employment Agreement of Ron Frost dated December 12, 2014*†
|
|
[Form 10-K for year ended December 31, 2014, Exhibit No. 10.45]
|
|
|
|
|
|
10.22
|
|
Second Amendment to Amended and Restated Credit Agreement, dated as of September 18, 2014, by and among Merit Medical Systems, Inc., certain subsidiaries of Merit Medical Systems, Inc., the lenders identified therein and Wells Fargo Bank, as administrative agent for the lenders
|
|
Filed herewith
|
|
|
|
|
|
10.23
|
|
Separation Agreement and Release of All Claims of Greg Barnett dated November 3, 2015†
|
|
Filed herewith
|
|
|
|
|
|
10.24
|
|
Separation Agreement and Release of All Claims of Rashelle Perry dated December 1, 2015†
|
|
Filed herewith
|
|
|
|
|
|
10.25
|
|
Separation Agreement and Release of All Claims of Kent W. Stanger dated January 4, 2016†
|
|
Filed herewith
|
|
|
|
|
|
10.26
|
|
Third Amendment to Amended and Restated Credit Agreement, dated as of February 3, 2016, by and among Merit Medical Systems, Inc., certain subsidiaries of Merit Medical Systems, Inc., the lenders identified therein and Wells Fargo Bank, as administrative agent for the lenders
|
|
Filed herewith
|
|
|
|
|
|
21
|
|
Subsidiaries of Merit Medical Systems, Inc.
|
|
Filed herewith
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
|
101
|
|
The following materials from the Merit Medical Systems, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2015, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) related notes.
|
|
Filed herewith
|
|
|
|
|
|
|
MERIT MEDICAL SYSTEMS, INC.
|
||
|
|
||
|
|
||
|
By:
|
/s/ FRED P. LAMPROPOULOS
|
|
|
|
|
Fred P. Lampropoulos, President and
|
|
|
|
Chief Executive Officer
|
Signature
|
|
Capacity in Which Signed
|
|
|
|
/s/: FRED P. LAMPROPOULOS
|
|
President, Chief Executive Officer and Director
|
Fred P. Lampropoulos
|
|
(Principal executive officer)
|
|
|
|
/s/: BERNARD J. BIRKETT
|
|
Chief Financial Officer, Secretary and Treasurer
|
Bernard J. Birkett
|
|
(Principal financial and accounting officer)
|
|
|
|
/s/: A. SCOTT ANDERSON
|
|
Director
|
A. Scott Anderson
|
|
|
|
|
|
/s/: RICHARD W. EDELMAN
|
|
Director
|
Richard W. Edelman
|
|
|
|
|
|
/s/: NOLAN E. KARRAS
|
|
Director
|
Nolan E. Karras
|
|
|
|
|
|
/s/: FRANKLIN J. MILLER
|
|
Director
|
Franklin J. Miller
|
|
|
|
|
|
/s/: F. ANN MILLNER
|
|
Director
|
F. Ann Millner
|
|
|
|
|
|
/s/: KENT W. STANGER
|
|
Director
|
Kent W. Stanger
|
|
|
|
|
|
/s/: MICHAEL E. STILLABOWER
|
|
Director
|
Michael E. Stillabower
|
|
|
|
|
|
a.
|
Base Pay Sum
. The total one-time lump sum of THREE HUNDRED TWENTY-FIVE THOUSAND AND 00/100 U.S. DOLLARS ($325,000.00), less applicable federal and state payroll withholding taxes at the federal and state lump sum payroll withholding rate
(this payment shall be made on the first regular payday immediately following the expiration of the 7-day revocation period set forth in Section
3)
.
|
b.
|
Bonus Sum
. The total one-time lump sum of SIXTY THOUSAND AND 00/100 U.S. DOLLARS ($60,000.00), less applicable federal and state payroll withholding taxes at the federal and state lump sum payroll withholding rate for sales commissions
(this payment shall be made on the first regular payday immediately following the expiration of the 7-day revocation period set forth in Section 3).
|
c.
|
Benefits.
If Employee properly elects continuation coverage under Employer’s group medical and/or dental insurance plan pursuant to Sections 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended (“
COBRA
”), Employer will pay that portion of the premium (excluding Employer HSA contributions) which Employer paid on behalf of Employee and Employee’s enrolled family members prior to the Termination Date through the earlier of (i) November 30, 2016; (ii) the date
|
a.
|
for wrongful or constructive discharge or termination, negligent or intentional infliction of emotional distress, breach of express or implied contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, promissory estoppel, detrimental reliance, retaliation, tortious interference with contract or prospective economic advantage, invasion of privacy, whistleblower protection, hostile work environment, personal injury (whether physical or mental), or any other Claim(s), whether arising in tort or in contract;
|
b.
|
for discrimination, hostile work environment / harassment, retaliation, or otherwise arising under federal, state, or local law, including without limitation Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, all claims under Titles 29 and 42 of the United States Code, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, or any other federal, state, or local law prohibiting discrimination, harassment, or retaliation on the basis of race, color, national origin, religion, age, sex, disability, veteran status, or any other protected group status;
|
c.
|
for discrimination, hostile work environment / harassment, retaliation, or otherwise arising under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act arising on or before the date of this Agreement; and/or
|
d.
|
arising under the Employee Retirement Income Security Act (“ERISA”);
|
e.
|
arising under the Family and Medical Leave Act (“FMLA”);
|
f.
|
arising under any Utah state or local law, including without limitation, the Utah Antidiscrimination Act,
|
g.
|
for unpaid wages, bonuses, commissions, or other compensation of any type or kind;
|
h.
|
for attorney’s fees and/or costs; and/or
|
i.
|
for any other Claim(s) in any way related to or arising out of Employee’s employment with Employer or the termination of that employment.
|
a.
|
provide products or services that are the same as or substantially similar to the business engaged in by Employer to any Person that was a current or former customer or account of Employer with whom Employee (i) had contact or communications at any time during Employee’s last six (6) months of employment with Employer; (ii) supervised Employer’s account or dealings at any time during
|
d.
|
solicit, or attempt to solicit, divert, hire away, encourage, or otherwise induce any employee, contractor, or consultant of Employer to terminate his/her/its employment or relationship with Employer or hire or engage any person employed by Employer at any point during Employee’s last six (6) months of employment with Employer.
|
a.
|
for wrongful or constructive discharge or termination, negligent or intentional infliction of emotional distress, breach of express or implied contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, promissory estoppel, detrimental reliance, retaliation, tortious interference with contract or prospective economic advantage, invasion of privacy, whistleblower protection, hostile work environment, personal injury (whether physical or mental), or any other Claim(s), whether arising in tort or in contract;
|
b.
|
for discrimination, hostile work environment / harassment, retaliation, or otherwise arising under federal, state, or local law, including without limitation Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, all claims under Titles 29 and 42 of the United States Code, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, or any other federal, state, or local law prohibiting discrimination, harassment, or retaliation on the basis of race, color, national origin, religion, age, sex, sexual orientation, gender identity, disability, veteran status, or any other protected group status;
|
c.
|
for discrimination, hostile work environment / harassment, retaliation, or otherwise arising under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act arising on or before the date of this Agreement; and/or
|
d.
|
arising under the Employee Retirement Income Security Act (“
ERISA
”);
|
e.
|
arising under the Family and Medical Leave Act (“
FMLA
”);
|
f.
|
arising under any Utah state or local law, including without limitation, the Utah Antidiscrimination Act, the Utah Minimum Wage Act, the Utah Employment Selection Procedures Act, and the Utah Occupational Safety and Health Act;
|
g.
|
arising under the Dodd-Frank Wall-Street Reform and Consumer Protection Act or other whistleblower protection to the full extent allowed by law;
|
h.
|
for unpaid wages, bonuses, commissions, or other compensation of any type or kind to the full extent allowed by law;
|
i.
|
for attorney’s fees and/or costs; and/or
|
j.
|
for any other Claim(s) in any way related to or arising out of Employee’s employment with Employer or the termination of that employment.
|
a.
|
Except as permitted pursuant to subparagraph b., below, Employee agrees that, as a material term of this Agreement and to protect the goodwill, the Confidential Information (as defined below), and the business of Employer, Employee shall not, from and after the date of this Agreement , without the express, prior written consent of the President of Employer: (i) ever reveal, disclose, furnish, make accessible, or disseminate any of Employer’s Confidential Information or any other matter concerning the business affairs of Employer or of any customer or vendor of Employer or (ii) ever use or exploit
|
b.
|
Nothing in this paragraph 14 shall preclude Employee from making disclosures required by federal, state, or local law or regulation, or by a lawfully issued subpoena, or by the Utah Rules of Professional Conduct; provided, however, that nothing in this Section 14.b. shall act as a waiver of the attorney-client privilege or the attorney work product doctrine..
|
a.
|
Base Pay Sum
. The total one-time lump sum of EIGHT HUNDRED TEN THOUSAND AND 00/100 U.S. DOLLARS ($810,000.00), less applicable federal and state payroll withholding taxes at the federal and state lump sum payroll withholding rate
(this payment shall be made on the first regular payday immediately following the expiration of the 7-day revocation period set forth in Section
3)
.
|
b.
|
Benefits.
If Employee properly elects continuation coverage under Employer’s group medical and/or dental insurance plan pursuant to Sections 601 through 607 of the Employee Retirement Income Security Act of 1974, as amended (“
COBRA
”), Employer will pay that portion of the premium (excluding Employer HSA contributions) which Employer paid on behalf of Employee and Employee’s enrolled family members prior to the Termination Date through the earlier of (i) January 31, 2018; (ii) the date Employee first becomes eligible for coverage under any group health plan maintained by another employer of Employee or Employee’s spouse; or (iii) the date such COBRA continuation coverage otherwise terminates as to Employee under the provisions of Employer’s group medical and/or dental insurance plan. Nothing herein shall be deemed to extend the otherwise applicable maximum period in which COBRA continuation coverage is provided or supersede the plan provisions relating to early termination of such COBRA
|
a.
|
for wrongful or constructive discharge or termination, negligent or intentional infliction of emotional distress, breach of express or implied contract, breach of the covenant of good faith and fair dealing, violation of public policy, defamation, promissory estoppel, detrimental reliance, retaliation, tortious interference with contract or prospective economic advantage, invasion of privacy, whistleblower protection, hostile work environment, personal injury (whether physical or mental), or any other Claim(s), whether arising in tort or in contract;
|
b.
|
for discrimination, hostile work environment / harassment, retaliation, or otherwise arising under federal, state, or local law, including without limitation Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Equal Pay Act, all claims under Titles 29 and 42 of the United States Code, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, or any other federal, state, or local law prohibiting discrimination, harassment, or retaliation on the basis of race, color, national origin, religion, age, sex, disability, veteran status, or any other protected group status;
|
c.
|
for discrimination, hostile work environment / harassment, retaliation, or otherwise arising under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act arising on or before the date of this Agreement; and/or
|
d.
|
arising under the Employee Retirement Income Security Act (“
ERISA
”);
|
e.
|
arising under the Family and Medical Leave Act (“
FMLA
”);
|
f.
|
arising under any Utah state or local law, including without limitation, the Utah Antidiscrimination Act, the Utah Minimum Wage Act, the Utah Employment Selection Procedures Act, and the Utah Occupational Safety and Health Act;
|
g.
|
for unpaid wages, bonuses, commissions, or other compensation of any type or kind;
|
h.
|
for attorney’s fees and/or costs; and/or
|
i.
|
for any other Claim(s) in any way related to or arising out of Employee’s employment with Employer or the termination of that employment.
|
a.
|
compete with or against Employer by performing the same or substantially similar work as Employee performed on behalf of Employer at any time during Employee’s last twelve (12) months of employment with Employer or by performing work that would require the use and/or disclosure of Confidential Information for a Competing Entity (as defined below); or
|
b.
|
directly or indirectly own, manage, operate, control, be employed by, or provide management or consulting services to any person or entity (other than Employer or any affiliate of Employer) that competes with, or is a competitor of, Employer ("
Competing Entity
").
|
a.
|
provide products or services that are the same as or substantially similar to the business engaged in by Employer to any Person that was a current or former customer or account of Employer with whom Employee (i) had contact or communications at any time during Employee’s last six (6) months of employment with Employer; (ii) supervised Employer’s account or dealings at any time during Employee’s last six (6) months of employment with Employer; or (iii) about whom Employee obtained Confidential Information during Employee’s last six (6) months of employment with Employer;
|
b.
|
solicit or otherwise attempt to sell products or services that are the same as or substantially similar to the business engaged in by Employer to any Person that was a current or former customer or account of Employer with whom Employee (i) had contact or communications at any time during Employee’s last twelve (12) months of employment with Employer; (ii) supervised Employer’s account or dealings at any time during Employee’s last twelve (12) months of employment with Employer; or (iii) about whom Employee obtained Confidential Information (as defined herein) during Employee’s last twelve (12) months of employment with Employer;
|
c.
|
solicit or otherwise attempt to sell products or services that are the same as or substantially similar to the business engaged in by Employer to any Person that was a prospective customer or account whose business Employee solicited as a representative of or on behalf of Employer or with whom Employee became acquainted or whose identity Employee learned of as a consequence of Employee’s employment with Employer within the last six (6) months of Employee’s employment with Employer; and/or
|
d.
|
solicit, or attempt to solicit, divert, hire away, encourage, or otherwise induce any employee, contractor, or consultant of Employer to terminate his/her/its employment or relationship with Employer or hire or engage any person employed by Employer at any point during Employee’s last six (6) months of employment with Employer.
|
SUBSIDIARIES OF MERIT MEDICAL SYSTEMS, INC.
|
||
|
||
|
|
|
Subsidiary Name
|
|
Jurisdiction of Incorporation/Organization
|
BioSphere Medical Japan, Inc.
|
|
Delaware
|
BioSphere Medical SA
|
|
France
|
BioSphere Medical, Inc.
|
|
Delaware
|
BSMD Ventures, Inc.
|
|
Delaware
|
LLC Merit Technologies
|
|
Russia
|
Merit Holdings, Inc.
|
|
Utah
|
Merit Maquiladora México, S. DE R.L. DE C.V.
|
|
Mexico
|
Merit Medical (NRI) Ireland Limited
|
|
Ireland
|
Merit Medical Asia Company Limited
|
|
Hong Kong
|
Merit Medical Australia Pty Ltd.
|
|
Australia
|
Merit Medical Austria GmbH
|
|
Austria
|
Merit Medical Beijing Co. Ltd.
|
|
China
|
Merit Medical Belgium B.V.B.A.
|
|
Belgium
|
Merit Medical Canada Ltd.
|
|
Canada
|
Merit Medical Coatings B.V.
|
|
Netherlands
|
Merit Medical Comercialização, Distribuição, Importação e Exportação de Produtos Hospitalares LTDA.
|
|
Brazil
|
Merit Medical Denmark A/S
|
|
Denmark
|
Merit Medical Finland Ltd.
|
|
Finland
|
Merit Medical France SAS
|
|
France
|
Merit Medical GmbH
|
|
Germany
|
Merit Medical Ireland, Ltd.
|
|
Ireland
|
Merit Medical Italy S.R.L.
|
|
Italy
|
Merit Medical Japan KK
|
|
Japan
|
Merit Medical Korea Co., Ltd.
|
|
South Korea
|
Merit Medical Malaysia Sdn. Bhd
|
|
Malaysia
|
Merit Medical ME FZ-LLC
|
|
United Arab Emirates
|
Merit Medical Nederland B.V.
|
|
Netherlands
|
Merit Medical Norway AS
|
|
Norway
|
Merit Medical Portugal, S.A.
|
|
Portugal
|
Merit Medical Spain S.L.Unipersonal
|
|
Spain
|
Merit Medical Switzerland AG
|
|
Switzerland
|
Merit Medical System’s NRI Limited
|
|
Ireland
|
Merit Medical Systems AB
|
|
Sweden
|
Merit Medical Systems India Private Limited
|
|
India
|
Merit Medical Turkey Týbbi Ürünler Ticaret Anonim Þirketi
|
|
Turkey
|
Merit Medical UK Limited
|
|
United Kingdom
|
Merit Mexico Sales, S. de R.L. de C.V.
|
|
Mexico
|
Merit Sensor Systems, Inc.
|
|
Utah
|
Merit Services, Inc.
|
|
Utah
|
Thomas Medical Products, Inc.
|
|
Pennsylvania
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
|
Salt Lake City, Utah
|
|
February 29, 2016
|
|
Date:February 29, 2016
|
|
|
|
/s/ Fred P. Lampropoulos
|
|
Fred P. Lampropoulos
|
|
President and Chief Executive Officer
|
|
(principal executive officer)
|
|
Date:February 29, 2016
|
|
|
|
/s/ Bernard J. Birkett
|
|
Bernard J. Birkett
|
|
Chief Financial Officer
|
|
(principal financial officer)
|
|
Date:February 29, 2016
|
/s/ Fred P. Lampropoulos
|
|
Fred P. Lampropoulos
|
|
President and Chief Executive Officer
|
|
(principal executive officer)
|
Date:February 29, 2016
|
/s/ Bernard J. Birkett
|
|
Bernard J. Birkett
|
|
Chief Financial Officer
|
|
(principal financial officer)
|