SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996. 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 MERIT MEDICAL SYSTEMS, INC. (Exact name of Registrant as specified in its charter) Utah 87-0447695 (State or other jurisdiction (I.R.S. Identification No.) of incorporation or organization) 1600 West Merit Park Way, South Jordan UT, 84095 (Address of Principal Executive Offices) (801) 253-1600 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. Common Stock 6,912,742 TITLE OR CLASS Number of Shares Outstanding at August 13, 1996 MERIT MEDICAL SYSTEMS, INC. INDEX TO FORM 10-Q PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 . . . . . . . . . 1 Consolidated Statements of Operations for the three and six months ended June 30, 1996 and 1995 . . . . . . 3 Consolidated Statements of Cash Flows for the six months ended June 30, 1996 and 1995 . . . . . . 4 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . 7 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 9 Item 6. Exhibits and Reports on Form 8-K. 10 SIGNATURES . . . . . . . . . . . . . . . . . . . . 10 PART I - FINANCIAL INFORMATION ITEM 1: Financial Statements MERIT MEDICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS JUNE 30, 1996 AND DECEMBER 31, 1995 June 30, 1996 December 31, ASSETS (Unaudited) 1995 CURRENT ASSETS: ----------- ------------ Cash $ 428,781 $ 270,841 Trade receivables - net 7,379,586 6,727,960 Employee and related party receivables 328,524 363,266 Irish Development Agency grant receivable 305,198 544,725 Inventories 12,985,549 12,156,795 Prepaid expenses and other assets 704,175 403,414 Deferred income tax assets 655,609 655,609 ---------- ---------- Total current assets 22,787,422 21,122,610 ---------- ---------- PROPERTY AND EQUIPMENT: Land 595,904 595,959 Building 985,013 782,195 Automobiles 139,491 174,651 Manufacturing equipment 8,429,197 7,959,952 Furniture and fixtures 3,175,558 3,005,093 Leasehold improvements 3,134,087 3,087,602 Construction-in-progress 3,148,687 1,465,945 ---------- ---------- Total 19,607,937 17,071,397 Less accumulated depreciation and amortization (6,594,026) (5,479,589) ---------- ----------- Property and equipment - net 13,013,911 11,591,808 ---------- ----------- OTHER ASSETS: Intangible assets - net 1,749,469 1,463,885 Deposits 38,518 46,984 Prepaid royalty - net 235,714 278,571 --------- --------- Total other assets 2,023,701 1,789,440 ------------ ----------- TOTAL $ 37,825,034 $ 34,503,858 ============ ============ Continued on Page 2 See Notes to Consolidated Financial Statements MERIT MEDICAL SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (Continued) JUNE 30, 1996 AND DECEMBER 31, 1995 LIABILITIES AND STOCKHOLDERS' EQUITY June 30, 1996 December 31, (Unaudited) 1995 CURRENT LIABILITIES: ---------- ------------- Line of credit $ 4,626,283 $ 5,871,539 Current portion of long-term debt 1,073,585 778,088 Trade payables 2,573,332 3,056,289 Accrued expenses 2,178,048 1,715,075 Advances from employees 95,907 52,863 Income taxes payable 178,825 129,785 ----------- ----------- Total current liabilities 10,725,980 11,603,639 DEFERRED INCOME TAX LIABILITIES 572,650 616,652 LONG-TERM DEBT 4,339,453 1,778,953 DEFERRED CREDITS 961,621 1,066,513 ---------- ----------- Total liabilities 16,599,704 15,065,757 ---------- ----------- MINORITY INTEREST IN SUBSIDIARY 276,262 173,576 ---------- ----------- STOCKHOLDERS' EQUITY: Common stock - no par value; 10,000,000 shares authorized; 6,899,080 and 6,786,239 shares issued at June 30, 1996 and December 31, 1995, respectively 13,793,066 13,088,265 Retained earnings 7,172,534 6,153,629 Foreign currency translation adjustment (16,532) 22,631 ---------- ---------- Total stockholders' equity 20,949,068 19,264,525 ---------- ---------- TOTAL $ 37,825,034 $ 34,503,858 ============ ============ See Notes to Consolidated Financial Statements MERIT MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 and 1995 (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ------------------ ----------------- 1996 1995 1996 1995 ------- ------- ------- -------- SALES $ 12,652,128 $10,673,727 $ 24,782,143 $ 20,405,204 COST OF SALES 7,431,664 6,275,619 14,444,334 12,187,148 GROSS PROFIT 5,220,464 4,398,108 10,337,809 8,218,056 OPERATING EXPENSES: Selling, general and administrative 3,621,522 3,440,544 7,039,554 6,482,154 Research and development 575,469 541,369 1,191,313 1,063,473 ------------ ---------- ------------ ----------- TOTAL 4,196,991 3,981,913 8,230,867 7,545,627 ------------ ---------- ------------ ----------- INCOME FROM OPERATIONS 1,023,473 416,195 2,106,942 672,429 OTHER EXPENSE 184,132 105,699 346,746 148,905 ------------ ---------- ------------ ----------- INCOME BEFORE INCOME TAX EXPENSE 839,341 310,496 1,760,196 523,524 INCOME TAX EXPENSE 312,743 60,020 638,605 218,878 MINORITY INTEREST IN (INCOME) LOSS OF SUBSIDIARY (40,140) (1,516) (102,686) 7,782 ------------ ---------- ------------ ----------- NET INCOME $ 486,458 $ 248,960 $ 1,018,905 $ 312,428 ============ =========== ============ ============ NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE $ .07 $ .04 $ .15 $ .05 ============ =========== ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 7,107,358 6,864,474 7,024,424 6,864,600 ============ =========== ============ ============ See Notes to Consolidated Financial Statements MERIT MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1996 and 1995 (Unaudited) June 30, June 30, 1996 1995 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,018,905 $ 312,428 ----------- --------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,204,057 969,583 Bad debt expense 14,143 17,998 Losses on sales and abandonment of property and equipment 2,150 695 Deferred income taxes (44,002) (261,053) Minority interest in income (loss) of subsidiary 102,686 (7,782) Tax benefit attributable to appreciation of common stock options exercised 9,846 Changes in operating assets and liabilities: Trade receivables (665,769) (926,447) Employee and related party receivables 34,742 8,162 Irish Development Agency grant receivable (119,100) (298,695) Inventories (828,754) (1,541,331) Prepaid expenses (300,761) (344,859) Deposits 8,466 47,620 Trade payables (482,957) 301,345 Accrued expenses 462,973 473,647 Advances from employees 43,044 40,280 Income taxes 49,040 185,871 Other (39,163) 21,174 ----------- ----------- Total adjustments (559,205) (1,303,946) ----------- ----------- Net cash provided by (used in) operating activities 459,700 (991,518) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Construction advances receivable 2,184,630 Property and equipment (1,230,254) (3,495,864) Intangible assets (326,888) (11,084) ----------- ----------- Net cash used in investing activities (1,557,142) (1,322,318) ----------- ----------- Continued on page 5 See Notes to Consolidated Financial Statements MERIT MEDICAL SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995 (Unaudited) June 30, June 30, 1996 1995 CASH FLOWS FROM FINANCING ACTIVITIES: --------- --------- Proceeds from: deferred credits 320,404 line of credit 851,971 issuance of common stock 704,801 312,047 long-term debt 2,200,000 1,508,658 Principal payments on: long-term debt (689,833) (275,918) line of credit (1,245,256) deferred credit (34,734) ---------- ---------- Net cash provided by financing activities 1,255,382 2,396,758 ---------- ---------- NET INCREASE IN CASH 157,940 82,922 CASH AT BEGINNING OF PERIOD 270,841 155,836 ---------- ---------- CASH AT END OF PERIOD $ 428,781 $ 238,758 ========== ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for interest (including capitalized interest of $85,291 and $72,092, respectively) $ 315,065 $ 173,558 ========== ========== Income taxes $ 633,567 $ 294,060 ========== ========== SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: During the six months ended June 30, 1996 and 1995 the Company issued notes payable totaling $1,345,830 and $488,714 respectively, for manufacturing equipment, furniture and fixtures, land and building. . See Notes to Consolidated Financial Statements MERIT MEDICAL SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the financial position of the Company as of June 30, 1996 and December 31, 1995, and the results of its operations and cash flows for the three and six months ended June 30, 1996 and 1995. The results of operations for the three and six months ended June 30, 1996 and 1995 are not necessarily indicative of the results for a full year period. 2. Inventories. Inventories at June 30, 1996 and December 31, 1995 consisted of the following: June 30, December 31, 1996 1995 --------- ------------ Raw materials $ 2,922,431 $3,091,679 Work-in-process 4,693,133 3,337,315 Finished goods 5,369,985 5,727,801 ----------- ---------- Total $12,985,549 $12,156,795 =========== =========== 3. Income Taxes. For the three months ended June 30, 1995 the effective tax rate is lower than the federal statutory tax rate due to the recognition of tax benefits of approximately $82,000 relating to losses incurred by the Company's foreign subsidiaries prior to April 1, 1995. MERIT MEDICAL SYSTEMS, INC. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operations. The Company achieved significant increases in sales and income for the three and six months ended June 30, 1996 compared to the same periods in 1995. The following table sets forth certain operational data as a percentage of sales for the three and six months ended June 30, 1996 and 1995: Three Months Ended Six Months Ended June 30, June 30, --------- --------- 1996 1995 1996 1995 ------ ------ ------ ------ Sales 100.0 % 100.0 % 100.0 % 100.0 % Gross Margin 41.3 41.2 41.7 40.3 Operating Expenses 33.2 37.3 33.2 37.0 Income From Operations 8.1 3.9 8.5 3.3 Other Expense 1.5 1.0 1.4 .7 Net Income 3.8 2.3 4.1 1.5 Sales. Sales for the second quarter and for the six months of 1996 increased 19% and 21% respectively, compared to the same periods for 1995.This increase was largely attributable to growth of 22% and 29% in the sales of custom kits for the three and six months ended June 30, 1996 respectively, when compared to the same periods for 1995. Custom kits represented 56% and 54% of sales for the three months ended June 30, 1996 and 1995, respectively. For the six months ended June 30, 1996 and 1995, custom kits represented 57% and 53% of total sales, respectively. In March 1995, the Company began transitioning from sales through a dealer network in Germany, France, the U.K. and Ireland to a direct sales force. Direct international sales in these countries for the three months ended June 30, 1996 was $1.3 million compared to $355,671 for the same period in 1995, an increase of 256%. For the six months ended June 30, 1996 direct international sales was $2.4 million compared to $362,731 for the same period in 1996, an increase of 573%. Gross Margin. Gross margin as a percentage of sales for the second quarter of 1996 was 41.3% compared to 41.2% for the same period in 1995. For the six months ended June 30, 1996, gross margin was 41.7% as compared to 40.3% for the same period in 1995. The increase in gross margin for the three and six months ended June 30, 1996 was primarily due to manufacturing efficiencies and economies of scale achieved in the Company's new facility in South Jordan, Utah. Gross margins were also favorably impacted by increased direct sales in Western Europe at retail prices compared to wholesale prices to dealers as the Company replaced it's dealers with a direct sales force in Germany, France, the U.K. and Ireland. Sentir, the Company's semiconductor subsidiary, also contributed to the gross margin improvement due to economies of scale on higher sales volume with gross margins of approximately 48%. MERIT MEDICAL SYSTEMS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Operating Expenses. Operating expenses decreased to 33.2% of sales for the second quarter and for the first six months of 1996 compared to 37.3%and 37.0% for the same periods in 1995. The improvement in both periods is primarily due to economies of scale associated with increasing sales volumes and a continuing Company wide focus on achieving greater individual productivity. Product research and development expenses were 4.5% and 4.8% of sales, respectively, for the three and six months ended June 30, 1996, compared to 5.1% and 5.2% for the same periods in 1995. Such expenses are expected to be approximately five percent of sales on an annual basis. Operating Income. During the quarter ended June 30, 1996, the Company reported income from operations of over $1.0 million, an increase of 146% compared to income from operations of $416,195 for the comparable period in 1995. Operating income for the first six months of 1996 was $2.1 million, an increase of 213% as compared to income from operations of $672,429 for the same period in 1995. The increase in the three and six months ended June 30, 1996 was primarily the result of lower operating expenses as a percent of sales. Liquidity and Capital Resources. At June 30, 1996, the Company's working capital was $12.1 million which represented a current ratio of 2.1 to 1. During 1995, the Company increased an available secured bank line of credit to $8.5 million and obtained $2.2 million in term debt which was drawn down in February of 1996. The line of credit bears interest at .25 percent over the bank's prime rate and contains various conditions and restrictions. At June 30, 1996, the outstanding balance under the line of credit was $4.6 million. Historically, the Company has incurred significant expenses in connection with product development and introduction of new products. Substantial capital has also been required to finance growth in inventories and receivables. The Company's principal source of funding for these and other expenses has been the sale of equity and cash generated from operations. Based on the Company's current rate of growth and expansion plans, additional debt or equity financing may be required by the fourth quarter of 1996. There are no present commitments or arrangement for additional financing. If such financing is required and unavailable, the Company may be required to slow its growth or expansion plans, particularly in international markets. MERIT MEDICAL SYSTEMS, INC. PART II - OTHER INFORMATION Item: 4 Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on May 30, 1996 in South Jordan Utah. The following items of business were considered at the Annual Meeting: A: Election of Directors Five persons were elected as members of the Board of Directors to serve until the next annual meeting in 1996 or until their respective successors have been duly elected and qualified. They are as follows: Shares Voted For ----------- Fred P. Lampropoulos 5,202,913 Kent W. Stanger 5,203,313 Rex C. Bean 5,203,783 Richard W. Edelman 5,203,783 James Ellis 5,204,183 Michael Stillabower 5,204,183 B. Amendment of the Long Term Incentive Stock Option Plan A proposal to amend the Long Term Incentive Stock Option Plan was presented at the Annual Meeting and such proposal was approved by the shareholders of the Company. The number of shares voted for such proposal was 2,894,640. The number of shares voted against such proposal was 627,417. The number of shares abstaining from voting or broker non votes was 1,825,096. C. Adoption of the Merit Medical Systems, Inc. 1996 Employee Stock Purchase Plan. A proposal to adopt the Employee Stock Purchase Plan was presented at the Annual Meeting and such proposal was approved by the shareholders of the Company. The number of shares voted for the proposal was 3,429,081. The number of shares voted against such proposal was 117,296. The number of shares abstaining from voting or broker non votes was 1,800,776. D. Amendment to Articles of Incorporation. A proposal to amend the Articles of Incorporation was presented at the Annual Meeting and such proposal was approved by the shareholders of the Company. The number of shares voted for the proposal was 3,066,014. The number of shares voted against such proposal was 594,928. The number of shares abstaining from voting or broker non votes was 1,686,211. E. Selection of Auditors. A proposal to ratify the appointment of Deloitte & Touche LLP as the independent auditor of the Company for 1995 was presented at the Annual Meeting and such proposal was approved by the shareholders of the Company. The number of shares voted for the proposal was 5,317,828. The number of shares voted against such proposal was 12,350. The number of shares abstaining from voting was 16,775. MERIT MEDICAL SYSTEMS, INC. PART II - OTHER INFORMATION ITEM 6: Exhibits and Reports on Form 8-K (a) Reports on Form 8-K - none (b) Exhibits S - K No. Description Exhibit No. 3 Articles of Incorporation as Amended 1 10 Amendment to Long Term Incentive Stock 2 Option Plan 27 Financial Data Schedule 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MERIT MEDICAL SYSTEMS, INC. REGISTRANT Date: AUGUST 13, 1996 /s/ FRED P. LAMPROPOULOS FRED P. LAMPROPOULOS PRESIDENT AND CHIEF EXECUTIVE OFFICER Date: AUGUST 13, 1996 /s/ KENT W. STANGER KENT W. STANGER VICE PRESIDENT AND CHIEF FINANCIAL OFFICER