|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
|
FOR THE QUARTERLY PERIOD ENDED
|
June 30, 2019
|
|
|
|
|
|
OR
|
|||
|
|
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
|
FOR THE TRANSITION PERIOD FROM TO .
|
||
|
Commission File Number
|
0-18592
|
|
Utah
|
|
87-0447695
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification No.)
|
Title of each class
|
Trading Symbol
|
Name of exchange on which registered
|
Common Stock, no par
|
MMSI
|
NASDAQ Global Select Market
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
Common Stock
|
|
55,174,922
|
Title or class
|
|
Number of Shares
Outstanding at August 7, 2019
|
|
|
|
||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Finished goods
|
$
|
116,741
|
|
|
$
|
117,703
|
|
Work-in-process
|
23,419
|
|
|
14,380
|
|
||
Raw materials
|
62,834
|
|
|
65,453
|
|
||
|
|
|
|
||||
Total Inventories
|
$
|
202,994
|
|
|
$
|
197,536
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of sales
|
$
|
355
|
|
|
$
|
232
|
|
|
$
|
607
|
|
|
$
|
416
|
|
Research and development
|
281
|
|
|
147
|
|
|
473
|
|
|
271
|
|
||||
Selling, general and administrative
|
1,887
|
|
|
1,186
|
|
|
3,209
|
|
|
2,134
|
|
||||
Stock-based compensation expense before taxes
|
$
|
2,523
|
|
|
$
|
1,565
|
|
|
$
|
4,289
|
|
|
$
|
2,821
|
|
|
Three Months
|
|
Six Months
|
||||||||||||||||||
|
Net
Income
|
|
Shares
|
|
Per Share
Amount
|
|
Net
Income
|
|
Shares
|
|
Per Share
Amount
|
||||||||||
Period ended June 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic EPS
|
$
|
6,859
|
|
|
55,017
|
|
|
$
|
0.12
|
|
|
$
|
13,054
|
|
|
54,967
|
|
|
$
|
0.24
|
|
Effect of dilutive stock options
|
|
|
|
1,538
|
|
|
|
|
|
|
|
1,556
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted EPS
|
$
|
6,859
|
|
|
56,555
|
|
|
$
|
0.12
|
|
|
$
|
13,054
|
|
|
56,523
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive
|
|
|
1,185
|
|
|
|
|
|
|
1,081
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Period ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic EPS
|
$
|
10,941
|
|
|
50,473
|
|
|
$
|
0.22
|
|
|
$
|
16,210
|
|
|
50,376
|
|
|
$
|
0.32
|
|
Effect of dilutive stock options
|
|
|
|
1,681
|
|
|
|
|
|
|
|
1,657
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted EPS
|
$
|
10,941
|
|
|
52,154
|
|
|
$
|
0.21
|
|
|
$
|
16,210
|
|
|
52,033
|
|
|
$
|
0.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive
|
|
|
535
|
|
|
|
|
|
|
359
|
|
|
|
Assets Acquired
|
|
||
Trade receivables
|
$
|
94
|
|
Inventories
|
349
|
|
|
Property and equipment
|
409
|
|
|
Other long-term assets
|
30
|
|
|
Intangibles
|
|
||
Developed technology
|
31,680
|
|
|
Customer lists
|
83
|
|
|
Trademarks
|
250
|
|
|
Goodwill
|
16,950
|
|
|
Total assets acquired
|
49,845
|
|
|
|
|
||
Liabilities Assumed
|
|
||
Trade payables
|
(58
|
)
|
|
Accrued expenses
|
(261
|
)
|
|
Other long-term obligations
|
(1,522
|
)
|
|
Deferred income tax liabilities
|
(4,590
|
)
|
|
Total liabilities assumed
|
(6,431
|
)
|
|
|
|
||
Total net assets acquired
|
$
|
43,414
|
|
|
Inventories
|
$
|
1,353
|
|
|
Intangibles
|
|
||
|
Developed technology
|
32,750
|
|
|
|
Customer list
|
840
|
|
|
|
Trademarks
|
1,410
|
|
|
|
Goodwill
|
21,847
|
|
|
|
|
|
||
|
Total net assets acquired
|
$
|
58,200
|
|
Assets Acquired
|
|
||
Trade receivables
|
$
|
6,151
|
|
Inventories
|
5,803
|
|
|
Prepaid expenses and other current assets
|
315
|
|
|
Property and equipment
|
1,047
|
|
|
Other long-term assets
|
14
|
|
|
Intangibles
|
|
||
Developed technology
|
134,510
|
|
|
Customer lists
|
3,330
|
|
|
Trademarks
|
7,080
|
|
|
Goodwill
|
65,802
|
|
|
Total assets acquired
|
224,052
|
|
|
|
|
||
Liabilities Assumed
|
|
||
Trade payables
|
(1,497
|
)
|
|
Accrued expenses
|
(2,384
|
)
|
|
Other long-term liabilities
|
(1,527
|
)
|
|
Deferred income tax liabilities
|
(30,363
|
)
|
|
Total liabilities assumed
|
(35,771
|
)
|
|
|
|
||
Total net assets acquired
|
$
|
188,281
|
|
Inventories
|
$
|
971
|
|
Intangibles
|
|
||
Developed technology
|
4,840
|
|
|
Customer list
|
120
|
|
|
Trademarks
|
400
|
|
|
Goodwill
|
938
|
|
|
|
|
||
Total net assets acquired
|
$
|
7,269
|
|
Inventories
|
$
|
5,804
|
|
Property and equipment
|
748
|
|
|
Intangibles
|
|
||
Developed technology
|
74,000
|
|
|
Customer list
|
4,200
|
|
|
Trademarks
|
4,900
|
|
|
In-process technology
|
2,500
|
|
|
Goodwill
|
9,728
|
|
|
|
|
||
Total net assets acquired
|
$
|
101,880
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30, 2018
|
|
June 30, 2018
|
||||||||||||
|
|
As Reported
|
|
Pro Forma
|
|
As Reported
|
|
Pro Forma
|
||||||||
Net sales
|
|
$
|
224,810
|
|
|
$
|
238,272
|
|
|
$
|
427,844
|
|
|
$
|
452,451
|
|
Net income
|
|
10,941
|
|
|
6,842
|
|
|
16,210
|
|
|
5,016
|
|
||||
Earnings per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
0.22
|
|
|
$
|
0.14
|
|
|
$
|
0.32
|
|
|
$
|
0.10
|
|
Diluted
|
|
$
|
0.21
|
|
|
$
|
0.13
|
|
|
$
|
0.31
|
|
|
$
|
0.10
|
|
|
Three Months Ended June 30, 2019
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||
|
United States
|
|
International
|
|
Total
|
|
United States
|
|
International
|
|
Total
|
||||||||||||
Cardiovascular
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stand-alone devices
|
$
|
55,906
|
|
|
$
|
47,616
|
|
|
$
|
103,522
|
|
|
$
|
50,941
|
|
|
$
|
41,555
|
|
|
$
|
92,496
|
|
Cianna Medical
|
11,230
|
|
|
7
|
|
|
11,237
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Custom kits and procedure trays
|
23,124
|
|
|
11,219
|
|
|
34,343
|
|
|
23,667
|
|
|
10,325
|
|
|
33,992
|
|
||||||
Inflation devices
|
8,347
|
|
|
15,968
|
|
|
24,315
|
|
|
8,160
|
|
|
16,145
|
|
|
24,305
|
|
||||||
Catheters
|
20,696
|
|
|
24,648
|
|
|
45,344
|
|
|
16,704
|
|
|
22,670
|
|
|
39,374
|
|
||||||
Embolization devices
|
5,274
|
|
|
8,734
|
|
|
14,008
|
|
|
5,094
|
|
|
7,630
|
|
|
12,724
|
|
||||||
CRM/EP
|
11,536
|
|
|
2,361
|
|
|
13,897
|
|
|
11,758
|
|
|
1,738
|
|
|
13,496
|
|
||||||
Total
|
136,113
|
|
|
110,553
|
|
|
246,666
|
|
|
116,324
|
|
|
100,063
|
|
|
216,387
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Endoscopy
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Endoscopy devices
|
8,549
|
|
|
317
|
|
|
8,866
|
|
|
8,121
|
|
|
302
|
|
|
8,423
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
144,662
|
|
|
$
|
110,870
|
|
|
$
|
255,532
|
|
|
$
|
124,445
|
|
|
$
|
100,365
|
|
|
$
|
224,810
|
|
|
Six Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
United States
|
|
International
|
|
Total
|
|
United States
|
|
International
|
|
Total
|
||||||||||||
Cardiovascular
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stand-alone devices
|
$
|
109,305
|
|
|
$
|
89,643
|
|
|
$
|
198,948
|
|
|
$
|
94,953
|
|
|
$
|
80,789
|
|
|
$
|
175,742
|
|
Cianna Medical
|
24,078
|
|
|
7
|
|
|
24,085
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Custom kits and procedure trays
|
45,179
|
|
|
22,107
|
|
|
67,286
|
|
|
45,984
|
|
|
21,280
|
|
|
67,264
|
|
||||||
Inflation devices
|
16,320
|
|
|
30,013
|
|
|
46,333
|
|
|
15,828
|
|
|
30,896
|
|
|
46,724
|
|
||||||
Catheters
|
40,108
|
|
|
48,275
|
|
|
88,383
|
|
|
31,974
|
|
|
41,265
|
|
|
73,239
|
|
||||||
Embolization devices
|
9,980
|
|
|
15,855
|
|
|
25,835
|
|
|
10,126
|
|
|
15,184
|
|
|
25,310
|
|
||||||
CRM/EP
|
21,635
|
|
|
4,641
|
|
|
26,276
|
|
|
20,596
|
|
|
3,366
|
|
|
23,962
|
|
||||||
Total
|
266,605
|
|
|
210,541
|
|
|
477,146
|
|
|
219,461
|
|
|
192,780
|
|
|
412,241
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Endoscopy
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Endoscopy devices
|
16,117
|
|
|
618
|
|
|
16,735
|
|
|
15,040
|
|
|
563
|
|
|
15,603
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
282,722
|
|
|
$
|
211,159
|
|
|
$
|
493,881
|
|
|
$
|
234,501
|
|
|
$
|
193,343
|
|
|
$
|
427,844
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net Sales
|
|
|
|
|
|
|
|
|
|
||||||
Cardiovascular
|
$
|
246,666
|
|
|
$
|
216,387
|
|
|
$
|
477,146
|
|
|
$
|
412,241
|
|
Endoscopy
|
8,866
|
|
|
8,423
|
|
|
16,735
|
|
|
15,603
|
|
||||
Total net sales
|
255,532
|
|
|
224,810
|
|
|
493,881
|
|
|
427,844
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating Income
|
|
|
|
|
|
|
|
||||||||
Cardiovascular
|
9,855
|
|
|
12,663
|
|
|
17,474
|
|
|
19,060
|
|
||||
Endoscopy
|
2,346
|
|
|
2,451
|
|
|
4,250
|
|
|
4,835
|
|
||||
Total operating income
|
12,201
|
|
|
15,114
|
|
|
21,724
|
|
|
23,895
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total other expense - net
|
(3,202
|
)
|
|
(3,549
|
)
|
|
(5,879
|
)
|
|
(5,970
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
2,140
|
|
|
624
|
|
|
2,791
|
|
|
1,715
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
6,859
|
|
|
$
|
10,941
|
|
|
$
|
13,054
|
|
|
$
|
16,210
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
2016 Term loan
|
$
|
65,000
|
|
|
$
|
72,500
|
|
2016 Revolving credit loans
|
335,500
|
|
|
316,000
|
|
||
Collateralized debt facility
|
—
|
|
|
7,000
|
|
||
Less unamortized debt issuance costs
|
(279
|
)
|
|
(348
|
)
|
||
Total long-term debt
|
400,221
|
|
|
395,152
|
|
||
Less current portion
|
15,000
|
|
|
22,000
|
|
||
Long-term portion
|
$
|
385,221
|
|
|
$
|
373,152
|
|
Years Ending
|
|
Future Minimum
|
||
December 31
|
|
Principal Payments
|
||
Remaining 2019
|
|
$
|
7,500
|
|
2020
|
|
17,500
|
|
|
2021
|
|
375,500
|
|
|
Total future minimum principal payments
|
|
$
|
400,500
|
|
Currency
|
Symbol
|
Forward Notional Amount
|
|
Australian Dollar
|
AUD
|
3,430
|
|
Brazilian Real
|
BRL
|
1,080
|
|
Canadian Dollar
|
CAD
|
4,330
|
|
Swiss Franc
|
CHF
|
1,970
|
|
Chinese Renminbi
|
CNY
|
166,500
|
|
Danish Krone
|
DKK
|
18,175
|
|
Euro
|
EUR
|
22,600
|
|
British Pound
|
GBP
|
4,820
|
|
Japanese Yen
|
JPY
|
1,335,000
|
|
Korean Won
|
KRW
|
4,475,000
|
|
Mexican Peso
|
MXN
|
296,500
|
|
Norwegian Krone
|
NOK
|
6,000
|
|
Swedish Krona
|
SEK
|
29,210
|
|
Currency
|
Symbol
|
Forward Notional Amount
|
|
Australian Dollar
|
AUD
|
13,788
|
|
Brazilian Real
|
BRL
|
9,000
|
|
Canadian Dollar
|
CAD
|
2,652
|
|
Swiss Franc
|
CHF
|
643
|
|
Chinese Renminbi
|
CNY
|
85,226
|
|
Danish Krone
|
DKK
|
2,544
|
|
Euro
|
EUR
|
11,717
|
|
British Pound
|
GBP
|
5,653
|
|
Hong Kong Dollar
|
HKD
|
11,000
|
|
Japanese Yen
|
JPY
|
1,445,574
|
|
Korean Won
|
KRW
|
6,000,000
|
|
Mexican Peso
|
MXN
|
25,000
|
|
Norwegian Krone
|
NOK
|
3,180
|
|
Swedish Krona
|
SEK
|
17,154
|
|
Singapore Dollar
|
SGD
|
1,676
|
|
South African Rand
|
ZAR
|
37,800
|
|
|
Amount of Gain/(Loss) recognized in OCI
|
|
|
Consolidated Statements of Income
|
|
Amount of Gain/(Loss) reclassified from AOCI
|
||||||||||||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
|
Three Months Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Derivative instrument
|
|
|
|
Location in statements of income
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
(1,812
|
)
|
|
$
|
748
|
|
|
Interest expense
|
$
|
(3,115
|
)
|
|
$
|
(3,338
|
)
|
|
$
|
602
|
|
|
$
|
357
|
|
Foreign currency forward contracts
|
1,064
|
|
|
394
|
|
|
Revenue
|
255,532
|
|
|
224,810
|
|
|
(92
|
)
|
|
(234
|
)
|
||||||
|
|
|
|
|
Cost of sales
|
(143,568
|
)
|
|
(124,801
|
)
|
|
(104
|
)
|
|
138
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Amount of Gain/(Loss) recognized in OCI
|
|
|
Consolidated Statements of Income
|
|
Amount of Gain/(Loss) reclassified from AOCI
|
||||||||||||||||||
|
Six Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Derivative instrument
|
|
|
|
Location in statements of income
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
(2,669
|
)
|
|
$
|
2,868
|
|
|
Interest expense
|
(5,879
|
)
|
|
(5,736
|
)
|
|
$
|
1,196
|
|
|
$
|
570
|
|
|||
Foreign currency forward contracts
|
51
|
|
|
568
|
|
|
Revenue
|
493,881
|
|
|
427,844
|
|
|
102
|
|
|
(385
|
)
|
||||||
|
|
|
|
|
Cost of sales
|
(277,281
|
)
|
|
(239,779
|
)
|
|
(185
|
)
|
|
378
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Derivative Instrument
|
|
Location in statements of income
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Foreign currency forward contracts
|
|
Other expense
|
|
$
|
(489
|
)
|
|
$
|
3,153
|
|
|
$
|
(755
|
)
|
|
$
|
2,038
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
Total Fair
|
|
Quoted prices in
|
|
Significant other
|
|
Significant
|
||||||||
|
|
Value at
|
|
active markets
|
|
observable inputs
|
|
unobservable inputs
|
||||||||
Description
|
|
June 30, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Interest rate contracts (1)
|
|
$
|
1,907
|
|
|
$
|
—
|
|
|
$
|
1,907
|
|
|
$
|
—
|
|
Foreign currency contract assets, current and long-term (2)
|
|
$
|
1,433
|
|
|
$
|
—
|
|
|
$
|
1,433
|
|
|
$
|
—
|
|
Foreign currency contract liabilities, current and long-term (3)
|
|
$
|
(2,418
|
)
|
|
$
|
—
|
|
|
$
|
(2,418
|
)
|
|
$
|
—
|
|
Contingent receivable asset
|
|
$
|
625
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
625
|
|
Contingent consideration liabilities
|
|
$
|
(93,204
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(93,204
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
Total Fair
|
|
Quoted prices in
|
|
Significant other
|
|
Significant
|
||||||||
|
|
Value at
|
|
active markets
|
|
observable inputs
|
|
unobservable inputs
|
||||||||
Description
|
|
December 31, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Interest rate contracts (1)
|
|
$
|
5,772
|
|
|
$
|
—
|
|
|
$
|
5,772
|
|
|
$
|
—
|
|
Foreign currency contract assets, current and long-term (2)
|
|
$
|
1,578
|
|
|
$
|
—
|
|
|
$
|
1,578
|
|
|
$
|
—
|
|
Foreign currency contract liabilities, current and long-term (3)
|
|
$
|
(1,608
|
)
|
|
$
|
—
|
|
|
$
|
(1,608
|
)
|
|
$
|
—
|
|
Contingent receivable asset
|
|
$
|
607
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
607
|
|
Contingent consideration liabilities
|
|
$
|
(82,236
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(82,236
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Beginning balance
|
$
|
82,457
|
|
|
$
|
10,928
|
|
|
$
|
82,236
|
|
|
$
|
10,956
|
|
Contingent consideration liability recorded as the result of acquisitions (see Note 5)
|
8,400
|
|
|
—
|
|
|
8,380
|
|
|
—
|
|
||||
Fair value adjustments recorded to income
|
2,404
|
|
|
99
|
|
|
3,199
|
|
|
86
|
|
||||
Contingent payments made
|
(57
|
)
|
|
(115
|
)
|
|
(611
|
)
|
|
(130
|
)
|
||||
Ending balance
|
$
|
93,204
|
|
|
$
|
10,912
|
|
|
$
|
93,204
|
|
|
$
|
10,912
|
|
Contingent consideration asset or liability
|
|
Fair value at June 30, 2019
|
|
Valuation technique
|
|
Unobservable inputs
|
|
Range
|
||
Revenue-based royalty
|
|
$
|
9,843
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
14% - 25%
|
payments contingent liability
|
|
|
|
|
Projected year of payments
|
|
2019-2034
|
|||
|
|
|
|
|
|
|
|
|
||
Supply chain milestone
|
|
$
|
15,000
|
|
|
Scenario-based method
|
|
Discount rate
|
|
3.9%
|
contingent liability
|
|
|
|
|
Probability of milestone payment
|
|
100%
|
|||
|
|
|
|
|
Projected year of payments
|
|
2019
|
|||
|
|
|
|
|
|
|
|
|
||
Revenue milestones
|
|
$
|
65,661
|
|
|
Monte Carlo simulation
|
|
Discount rate
|
|
3.1% - 19.5%
|
contingent liability
|
|
|
|
|
Projected year of payments
|
|
2019-2022
|
|||
|
|
|
|
|
|
|
|
|
||
Regulatory approval
|
|
$
|
2,700
|
|
|
Scenario-based method
|
|
Discount rate
|
|
5.3%
|
contingent liability
|
|
|
|
|
Probability of milestone payment
|
|
65%
|
|||
|
|
|
|
|
Projected year of payment
|
|
2022
|
|||
|
|
|
|
|
|
|
|
|
||
Contingent receivable
|
|
$
|
625
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
10%
|
asset
|
|
|
|
|
Probability of milestone payment
|
|
54%
|
|||
|
|
|
|
|
|
Projected year of payments
|
|
2019
|
Contingent consideration asset or liability
|
|
Fair value at December 31, 2018
|
|
Valuation technique
|
|
Unobservable inputs
|
|
Range
|
||
Revenue-based royalty
|
|
$
|
10,661
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
9.9% - 25%
|
payments contingent liability
|
|
|
|
|
Projected year of payments
|
|
2018-2037
|
|||
|
|
|
|
|
|
|
|
|
||
Supply chain milestone
|
|
$
|
13,593
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
5.3%
|
contingent liability
|
|
|
|
|
Probability of milestone payment
|
|
95%
|
|||
|
|
|
|
|
|
Projected year of payments
|
|
2019
|
||
|
|
|
|
|
|
|
|
|
||
Revenue milestones
|
|
$
|
57,982
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
3.3% - 13%
|
contingent liability
|
|
|
|
|
Projected year of payments
|
|
2019-2023
|
|||
|
|
|
|
|
|
|
|
|
||
Contingent receivable
|
|
$
|
607
|
|
|
Discounted cash flow
|
|
Discount rate
|
|
10%
|
asset
|
|
|
|
|
Probability of milestone payment
|
|
67%
|
|||
|
|
|
|
|
|
Projected year of payments
|
|
2019
|
|
2019
|
||
Goodwill balance at January 1
|
$
|
335,433
|
|
Effect of foreign exchange
|
(181
|
)
|
|
Additions and adjustments as the result of acquisitions
|
16,881
|
|
|
Goodwill balance at June 30
|
$
|
352,133
|
|
|
June 30, 2019
|
||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Patents
|
$
|
20,985
|
|
|
$
|
(5,850
|
)
|
|
$
|
15,135
|
|
Distribution agreements
|
8,012
|
|
|
(6,280
|
)
|
|
1,732
|
|
|||
License agreements
|
27,008
|
|
|
(9,016
|
)
|
|
17,992
|
|
|||
Trademarks
|
30,246
|
|
|
(8,035
|
)
|
|
22,211
|
|
|||
Covenants not to compete
|
1,028
|
|
|
(1,016
|
)
|
|
12
|
|
|||
Customer lists
|
40,009
|
|
|
(26,092
|
)
|
|
13,917
|
|
|||
In-process technology
|
3,420
|
|
|
—
|
|
|
3,420
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
130,708
|
|
|
$
|
(56,289
|
)
|
|
$
|
74,419
|
|
|
December 31, 2018
|
||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Patents
|
$
|
19,378
|
|
|
$
|
(5,012
|
)
|
|
$
|
14,366
|
|
Distribution agreements
|
8,012
|
|
|
(5,766
|
)
|
|
2,246
|
|
|||
License agreements
|
26,930
|
|
|
(7,411
|
)
|
|
19,519
|
|
|||
Trademarks
|
29,998
|
|
|
(6,586
|
)
|
|
23,412
|
|
|||
Covenants not to compete
|
1,028
|
|
|
(1,000
|
)
|
|
28
|
|
|||
Customer lists
|
39,936
|
|
|
(23,361
|
)
|
|
16,575
|
|
|||
In-process technology
|
3,420
|
|
|
—
|
|
|
3,420
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
128,702
|
|
|
$
|
(49,136
|
)
|
|
$
|
79,566
|
|
Leases
|
As of June 30, 2019
|
||
Assets
|
|
||
ROU operating lease assets
|
$
|
79,309
|
|
|
|
||
Liabilities
|
|
||
Short-term operating lease liabilities
|
$
|
11,732
|
|
Long-term operating lease liabilities
|
71,272
|
|
|
Total operating lease liabilities
|
$
|
83,004
|
|
|
|
Six months ended
|
||
|
|
June 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
$
|
7,267
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
$
|
2,927
|
|
Supplemental disclosure
|
|
June 30, 2019
|
Weighted average remaining lease term
|
|
12 years
|
Weighted average discount rate
|
|
3.3%
|
Year ended December 31,
|
|
Amounts due under Operating Leases
|
||
Remaining 2019
|
|
$
|
7,064
|
|
2020
|
|
12,789
|
|
|
2021
|
|
11,762
|
|
|
2022
|
|
9,361
|
|
|
2023
|
|
7,381
|
|
|
Thereafter
|
|
53,588
|
|
|
Total lease payments
|
|
101,945
|
|
|
Less: Imputed interest
|
|
(18,941
|
)
|
|
Total
|
|
$
|
83,004
|
|
Year ended December 31,
|
|
Operating Leases
|
||
2019
|
|
$
|
13,421
|
|
2020
|
|
11,319
|
|
|
2021
|
|
9,995
|
|
|
2022
|
|
8,053
|
|
|
2023
|
|
6,953
|
|
|
Thereafter
|
|
52,754
|
|
|
Total minimum lease payments
|
|
$
|
102,495
|
|
•
|
risks relating to managing growth, particularly if accomplished through acquisitions and the integration of acquired businesses;
|
•
|
risks relating to protecting our intellectual property;
|
•
|
claims by third parties that we infringe their intellectual property rights, which could cause us to incur significant legal or licensing expenses and prevent us from selling our products;
|
•
|
greater scrutiny and regulation by governmental authorities, including risks relating to the subpoena we received in October 2016 from the U.S. Department of Justice seeking information on our marketing and promotional practices;
|
•
|
risks relating to physicians’ use of our products in unapproved circumstances;
|
•
|
FDA regulatory clearance processes and any failure to obtain and maintain required regulatory clearances and approvals;
|
•
|
international regulatory clearance processes and any failure to obtain and maintain required regulatory clearances and approvals;
|
•
|
disruption of our security of information technology systems to operate our business, our critical information systems or a breach in the security of our systems;
|
•
|
the effect of evolving U.S. and international laws and regulations regarding privacy and data protection;
|
•
|
the pending exit of the United Kingdom from the European Union and uncertainties about when, how or if such exit will occur;
|
•
|
risks relating to significant adverse changes in, or our failure to comply with, governing regulations;
|
•
|
restrictions and limitations in our debt agreements and instruments, which could affect our ability to operate our business and our liquidity;
|
•
|
uncertainties relating to the LIBOR calculation method and the potential phasing out of LIBOR after 2021;
|
•
|
expending significant resources for research, development, testing and regulatory approval or clearance of our products under development and any failure to develop the products, any failure of the products to be effective or any failure to obtain approvals for commercial use;
|
•
|
violations of laws targeting fraud and abuse in the healthcare industry;
|
•
|
risks relating to healthcare reform legislation negatively affecting our financial results, business, operations or financial condition;
|
•
|
loss of key personnel;
|
•
|
termination or interruption of, or a failure to monitor, our supply relationships or increases in the price of our component parts, finished products, third-party services or raw materials, particularly petroleum-based products;
|
•
|
product liability claims;
|
•
|
failure to report adverse medical events to the FDA or other governmental authorities, which may subject us to sanctions that may materially harm our business;
|
•
|
failure to maintain or establish sales capabilities on our own or through third parties, which may result in our inability to commercialize any of our products in countries where we lack direct sales and marketing capabilities;
|
•
|
employees, independent contractors, consultants, manufacturers and distributors engaging in misconduct or other improper activities, including noncompliance;
|
•
|
the addressable market for our product groups being smaller than our estimates;
|
•
|
consolidation in the healthcare industry, group purchasing organizations or public procurement policies leading to demands for price concessions;
|
•
|
our inability to compete in markets, particularly if there is a significant change in relevant practices or technology;
|
•
|
fluctuations in foreign currency exchange rates negatively impacting our financial results;
|
•
|
inability to accurately forecast customer demand for our products or manage our inventory;
|
•
|
international and national economic and industry conditions constantly changing;
|
•
|
changes in general economic conditions, geopolitical conditions, U.S. trade policies and other factors beyond our control;
|
•
|
failure to comply with export control laws, customs laws, sanctions laws and other laws governing our operations in the U.S. and other countries, which could subject us to civil or criminal penalties, other remedial measures and legal expenses;
|
•
|
inability to generate sufficient cash flow to fund our debt obligations, capital expenditures, and ongoing operations;
|
•
|
risks relating to our revenues being derived from a few products and medical procedures;
|
•
|
risks relating to work stoppage, transportation interruptions, severe weather and natural disasters;
|
•
|
fluctuations in our effective tax rate adversely affecting our business, financial condition or results of operations;
|
•
|
limits on reimbursement imposed by governmental and other programs;
|
•
|
failure to comply with applicable environmental laws and regulations;
|
•
|
volatility of the market price of our common stock and potential dilution from future equity offerings; and
|
•
|
other factors referenced in our press releases and in our reports filed with the Securities and Exchange Commission (the “SEC”).
|
•
|
We have recently entered into a new agreement with a group purchasing organization (GPO) and obtained other business opportunities, which we currently believe will contribute to future sales growth. Although we anticipate a large portion of these sales will be of our legacy fluid management products, which are generally sold at lower margins, we believe these sales will contribute to future increased operating margin and are consistent with our long-term strategy of seeking to meet the demands of our customers.
|
•
|
During the three months ended June 30, 2019, our embolic products experienced 10% growth over the comparable period in 2018, which we believe was at least partially due to the proposed divestiture from a strategic competitor. We believe this represents an opportunity for future sales growth for our embolics product line, which we expect will be further enhanced by anticipated future growth of our new EmboCube™ product, as well as future sales of the Torpedo™ embolic products, which recently gained regulatory approval from the FDA.
|
•
|
Our transition of the manufacturing activities associated with the products we acquired from BD in February 2018 to our facility in Tijuana, Mexico is currently on schedule to be completed by the end of 2019.
|
•
|
On August 1, 2019, we entered into a share purchase agreement to acquire Fibrovein Holdings Limited, which is the owner of 100% of the capital stock of STD Pharmaceutical Products Limited, a UK-based company engaged in the manufacture, distribution and sale of pharmaceutical sclerotherapy products. The total purchase price was approximately £11.2 million. As of the date of this report, we are currently evaluating the accounting treatment of this acquisition.
|
•
|
On July 31, 2019, we entered into a Third Amended Credit Agreement. A summary of the terms of the Third Amended Credit Agreement is presented in Note 16 to our condensed consolidated financial statements included in Part I, Item I of this report.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Net sales
|
100%
|
|
100%
|
|
100%
|
|
100%
|
Gross profit
|
43.8
|
|
44.5
|
|
43.9
|
|
44.0
|
Selling, general and administrative expenses
|
31.3
|
|
30.7
|
|
32.0
|
|
31.3
|
Research and development expenses
|
6.4
|
|
6.8
|
|
6.6
|
|
6.9
|
Intangible asset impairment charges
|
0.2
|
|
—
|
|
0.1
|
|
—
|
Contingent consideration expense
|
0.9
|
|
0.1
|
|
0.6
|
|
0.1
|
Acquired in-process research and development expenses
|
0.2
|
|
0.1
|
|
0.1
|
|
0.1
|
Income from operations
|
4.8
|
|
6.7
|
|
4.4
|
|
5.6
|
Other expense - net
|
(1.3)
|
|
(1.6)
|
|
(1.2)
|
|
(1.4)
|
Income before income taxes
|
3.5
|
|
5.1
|
|
3.2
|
|
4.2
|
Net income
|
2.7
|
|
4.9
|
|
2.6
|
|
3.8
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
||||||||||||
|
% Change
|
|
2019
|
|
2018
|
|
% Change
|
|
2019
|
|
2018
|
||||||||
Cardiovascular
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stand-alone devices
|
11.9%
|
|
$
|
103,522
|
|
|
$
|
92,496
|
|
|
13.2%
|
|
$
|
198,948
|
|
|
$
|
175,742
|
|
Cianna Medical
|
n/a
|
|
11,237
|
|
|
—
|
|
|
n/a
|
|
24,085
|
|
|
—
|
|
||||
Custom kits and procedure trays
|
1.0%
|
|
34,343
|
|
|
33,992
|
|
|
—%
|
|
67,286
|
|
|
67,264
|
|
||||
Inflation devices
|
—%
|
|
24,315
|
|
|
24,305
|
|
|
(0.8)%
|
|
46,333
|
|
|
46,724
|
|
||||
Catheters
|
15.2%
|
|
45,344
|
|
|
39,374
|
|
|
20.7%
|
|
88,383
|
|
|
73,239
|
|
||||
Embolization devices
|
10.1%
|
|
14,008
|
|
|
12,724
|
|
|
2.1%
|
|
25,835
|
|
|
25,310
|
|
||||
CRM/EP
|
3.0%
|
|
13,897
|
|
|
13,496
|
|
|
9.7%
|
|
26,276
|
|
|
23,962
|
|
||||
Total
|
14.0%
|
|
246,666
|
|
|
216,387
|
|
|
15.7%
|
|
477,146
|
|
|
412,241
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Endoscopy
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Endoscopy devices
|
5.3%
|
|
8,866
|
|
|
8,423
|
|
|
7.3%
|
|
16,735
|
|
|
15,603
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total
|
13.7%
|
|
$
|
255,532
|
|
|
$
|
224,810
|
|
|
15.4%
|
|
$
|
493,881
|
|
|
$
|
427,844
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Operating Income
|
|
|
|
|
|
|
|
|
|||||||
Cardiovascular
|
$
|
9,855
|
|
|
$
|
12,663
|
|
|
$
|
17,474
|
|
|
$
|
19,060
|
|
Endoscopy
|
2,346
|
|
|
2,451
|
|
|
4,250
|
|
|
4,835
|
|
||||
Total operating income
|
$
|
12,201
|
|
|
$
|
15,114
|
|
|
$
|
21,724
|
|
|
$
|
23,895
|
|
•
|
Euro (EUR)
|
•
|
Chinese Yuan Renminbi (CNY), and
|
•
|
British Pound (GBP).
|
•
|
Hong Kong Dollar (HKD),
|
•
|
Mexican Peso (MXN),
|
•
|
Australian Dollar (AUD),
|
•
|
Canadian Dollar (CAD),
|
•
|
Brazilian Real (BRL),
|
•
|
Swiss Franc (CHF),
|
•
|
Swedish Krona (SEK),
|
•
|
Danish Krone (DKK),
|
•
|
Singapore Dollars (SGD),
|
•
|
South Korean Won (KRW), and
|
•
|
Japanese Yen (JPY).
|
(in thousands)
|
USD Relative to Other Currency
|
|||||
|
10% Strengthening
|
10% Weakening
|
||||
Impact to Operating Income:
|
|
|
||||
EUR
|
$
|
5,300
|
|
$
|
(5,300
|
)
|
CNY
|
$
|
(8,000
|
)
|
$
|
8,000
|
|
Currency
|
Symbol
|
Forward Notional Amount
|
|
Australian Dollar
|
AUD
|
3,430
|
|
Brazilian Real
|
BRL
|
1,080
|
|
Canadian Dollar
|
CAD
|
4,330
|
|
Swiss Franc
|
CHF
|
1,970
|
|
Chinese Renminbi
|
CNY
|
166,500
|
|
Danish Krone
|
DKK
|
18,175
|
|
Euro
|
EUR
|
22,600
|
|
British Pound
|
GBP
|
4,820
|
|
Japanese Yen
|
JPY
|
1,335,000
|
|
Korea Won
|
KRW
|
4,475,000
|
|
Mexican Peso
|
MXN
|
296,500
|
|
Norwegian Krone
|
NOK
|
6,000
|
|
Swedish Krona
|
SEK
|
29,210
|
|
Currency
|
Symbol
|
Forward Notional Amount
|
|
Australian Dollar
|
AUD
|
13,788
|
|
Brazilian Real
|
BRL
|
9,000
|
|
Canadian Dollar
|
CAD
|
2,652
|
|
Swiss Franc
|
CHF
|
643
|
|
Chinese Renminbi
|
CNY
|
85,226
|
|
Danish Krone
|
DKK
|
2,544
|
|
Euro
|
EUR
|
11,717
|
|
British Pound
|
GBP
|
5,653
|
|
Hong Kong Dollar
|
HKD
|
11,000
|
|
Japanese Yen
|
JPY
|
1,445,574
|
|
Korean Won
|
KRW
|
6,000,000
|
|
Mexican Peso
|
MXN
|
25,000
|
|
Norwegian Krone
|
NOK
|
3,180
|
|
Swedish Krona
|
SEK
|
17,154
|
|
Singapore Dollar
|
SGD
|
1,676
|
|
South African Rand
|
ZAR
|
37,800
|
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
||
|
|
|
|
10.2
|
|
||
|
|
|
|
10.3
|
|
||
|
|
|
|
10.4
|
|
||
|
|
|
|
31.1
|
|
||
|
|
|
|
31.2
|
|
||
|
|
|
|
32.1
|
|
||
|
|
|
|
32.2
|
|
||
|
|
|
|
101
|
|
The following financial information from the quarterly report on Form 10-Q of Merit Medical Systems, Inc. for the quarter ended June 30, 2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Condensed Notes to the Consolidated Financial Statements
|
|
|
||
Date: August 9, 2019
|
By:
|
/s/ FRED P. LAMPROPOULOS
|
|
|
|
|
Fred P. Lampropoulos, President and
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date: August 9, 2019
|
By:
|
/s/ RAUL PARRA
|
|
|
|
|
Raul Parra
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
|
|
|
|
a.
|
[ ] No age or service required. No age or service required for all contribution type (skip to Question 15).
|
b.
|
[X] Eligibility ‑ same for all contribution types. An Eligible Employee will be eligible to participate in the Plan for all contribution types upon satisfaction of the following (select one or more of e. ‑ n. below; also select 1. (All Contributions) for each condition selected at e. ‑ m.):
|
c.
|
[ ] Eligibility ‑ different conditions apply. An Eligible Employee will be eligible to participate in the Plan upon satisfaction of the following either for all contribution types or to the designated contribution type (select one or more of d. ‑ n. below; also select 1. OR all that apply of 2. ‑ 4. for each condition selected at d. ‑ m.):
|
NOTE:
|
Unless otherwise specified in this Section, Elective Deferrals include Roth Elective Deferrals, after‑tax voluntary Employee contributions, and rollover contributions (unless otherwise selected at Question 46); Matching includes QMACs; and Nonelective Profit Sharing includes QNECs. "ADP test safe harbor contributions" (SH) (including those made pursuant to a QACA) and SIMPLE 401(k) contributions are subject to the conditions for Elective Deferrals except as provided in Question 27.
|
Eligibility Conditions
|
All Contributions
|
|
Elective Deferrals/SH
|
Matching
|
Nonelective Profit Sharing
|
d. No age or service required
|
N/A
|
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
e. Age 20 1/2
|
1.
[ ]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
f. Age 21
|
1.
[ ]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
g. Age ____ (may not exceed 21)
|
1.
[ ]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
h. ____ (not to exceed 12) months of service (elapsed time)
|
1.
[ ]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
i. 1 Year of Service
|
1.
[ ]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
j. 2 Years of Service
|
N/A
|
OR
|
N/A
|
3. [ ]
|
4. [ ]
|
|
|
|
Merit Medical Systems, Inc.
|
|
|
|
|
Date:
|
December 23, 2016
|
By
|
/s/ Fred P. Lampropoulos
|
|
|
|
EMPLOYER
|
|
|
|
|
a. [ ]
|
No excluded Employees. There are no additional excluded Employees under the Plan (skip to Question 14).
|
b.
|
[X] Exclusions ‑ same for all contribution types. The following Employees are not Eligible Employees for all contribution types (select one or more of e. - k. below; also select 1. for each exclusion selected at e. - j.):
|
c.
|
[ ] Exclusions ‑ different exclusions apply. The following Employees are not Eligible Employees for the designated contribution types (select one or more of d. ‑ k. below; also select 1. OR all that apply of 2. ‑ 4. for each exclusion selected at d. - j.):
|
Exclusions
|
All Contributions
|
|
Elective Deferrals/SH
|
Matching
|
Nonelective Profit Sharing
|
d. No exclusions
|
N/A
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
e. Union Employees (as defined in Plan Section 1.28)
|
1. [ ]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
f. Nonresident aliens (as defined in Plan Section 1.28)
|
1. [ ]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
g. Highly Compensated Employees (Plan Section 1.41)
|
1. [ ]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
h. Leased Employees (Plan Section 1.49)
|
1. [ X ]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
a.
|
[ ] No service with other employers is recognized except as otherwise required by law (e.g., the Plan already provides for the recognition of service with Employers who have adopted this Plan as well as service with Affiliated Employers and predecessor Employers who maintained this Plan; skip to Question 17).
|
b.
|
[X] Prior service with the designated employers is recognized as follows (answer c. and select one or more of c.1. ‑ 3.; select d. ‑ g. as applicable) (if more than 3 employers, attach an addendum to the Adoption Agreement or complete option l. under Section B of Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections)):
|
|
|
|
Merit Medical Systems, Inc.
|
|
|
|
|
Date:
|
November 17, 2017
|
By
|
/s/ Fred P. Lampropoulos
|
|
|
|
EMPLOYER
|
|
|
|
|
Requirements Waived
|
All Contributions
|
|
Elective Deferrals/SH
|
Matching
|
Nonelective Profit
|
|
o. [X]
|
If employed on August 1, 2016 the following requirements, and the entry date requirement will be waived. The waiver applies to any Eligible Employee unless c. selected below. Such Employees will enter the Plan as of such date (select a. and/or b. AND c. if applicable; also select 1. OR all that apply of 2. -4):
|
1. [X]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
|
a. [X] service requirement (may let part‑time Eligible Employees into the Plan)
|
|
|
|
|
|
|
b. [X] age requirement
|
|
|
|
|
|
|
c. [X] waiver is for: DFINE employees employed on August 1, 2016 (e.g., Employees of a specific division or Employees covered by a Code §410(b)(6)(C) acquisition)
|
|
|
|
|
|
p. [X]
|
If employed on January 1, 2019 the following requirements, and the entry date requirement, will be waived. The waiver applies to any Eligible Employee unless c. selected below. Such Employees will enter the Plan as of such date (select a. and/or b. AND c. if applicable; also select 1. OR all that apply of 2. ‑ 4.):
|
1. [X]
|
OR
|
2. [ ]
|
3. [ ]
|
4. [ ]
|
|
a. [X] service requirement (may let part‑time Eligible Employees into the Plan)
|
|
|
|
|
|
|
b. [ ] age requirement
|
|
|
|
|
|
|
c. [X] waiver is for: Cianna Medical, Inc. employees who were acquired by Merit Medical Systems, Inc. due to a stock acquisition on November 13, 2018 (e.g., Employees of a specific division or Employees covered by a Code §410(b)(6)(C) acquisition)
|
|
|
|
|
|
q.
|
[ ] This amendment or restatement (or a prior amendment and restatement) modified the eligibility requirements and the prior eligibility conditions continue to apply to the Eligible Employees specified below. If this option is NOT selected, then all Eligible Employees must satisfy the eligibility conditions set forth above.
|
1.
|
[ ] The eligibility conditions above only apply to Eligible Employees who were not Participants as of the effective date of the modification.
|
2.
|
[ ] The eligibility conditions above only apply to individuals who were hired on or after the effective date of the modification.
|
16.
|
RECOGNITION OF SERVICE WITH OTHER EMPLOYERS (Plan Sections 1.62 and 1.88) 16 p.716
|
a.
|
[ ] No service with other employers is recognized except as otherwise required by law (e.g., the Plan already provides for the recognition of service with Employers who have adopted this Plan as well as service with Affiliated Employers and predecessor Employers who maintained this Plan; skip to Question 17).
|
b.
|
[X] Prior service with the designated employers is recognized as follows (answer c. and select one or more of c.1. ‑ 3.; select d. ‑ g. as applicable) (if more than 3 employers, attach an addendum to the Adoption Agreement or complete option l. under Section B of Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections)):
|
|
|
|
Merit Medical Systems, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Fred P. Lampropoulos
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
Merit Medical Systems, Inc.
|
|
|
|
|
|
|
By:
|
/s/ Fred P. Lampropoulos
|
|
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
|
|
Date: August 9, 2019
|
|
|
|
/s/ Fred P. Lampropoulos
|
|
Fred P. Lampropoulos
|
|
President and Chief Executive Officer
|
|
(principal executive officer)
|
|
Date: August 9, 2019
|
|
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/s/ Raul Parra
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Raul Parra
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Chief Financial Officer
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(principal financial officer)
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Date: August 9, 2019
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/s/ Fred P. Lampropoulos
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Fred P. Lampropoulos
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President and Chief Executive Officer
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(principal executive officer)
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Date: August 9, 2019
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/s/ Raul Parra
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Raul Parra
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Chief Financial Officer
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(principal financial officer)
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