MERIT MEDICAL SYSTEMS INC
10-Q, 1998-11-13
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                       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 SEPTEMBER 30, 1998.

                                       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 Parkway, 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                                            7,460,441
  ------------                                            ---------
 TITLE OR CLASS                               Number of Shares Outstanding at
                                                      November 12, 1998

<PAGE>

                           MERIT MEDICAL SYSTEMS, INC.
                           ---------------------------

                               INDEX TO FORM 10-Q
                               ------------------


PART I.     FINANCIAL INFORMATION                                           PAGE
                                                                            ----
  Item 1.   Financial Statements

            Consolidated Balance Sheets as of September 30, 1998
            and December 31, 1997 ...........................................1

            Consolidated Statements of Operations for the three and nine
            months ended September 30, 1998 and 1997.........................3

            Consolidated Statements of Cash Flows for the nine months
            ended September 30, 1998 and 1997................................4

            Notes to Consolidated Financial Statements.......................6

  Item 2.   Management's Discussion and Analysis of Financial Condition
            and Results of Operations........................................8


PART II.    OTHER INFORMATION


  Item 4.    Exhibits and Reports on Form 8-K...............................10

SIGNATURES..................................................................10


<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1:  Financial Statements

MERIT MEDICAL SYSTEMS, INC.
- ---------------------------

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                            September        December 31,
ASSET                                                         1998              1997
- -----                                                    -------------  ---------------
                                                          (Unaudited)
CURRENT ASSETS:
<S>                                                       <C>                 <C>      
Cash                                                      $    820,818  $       976,692
Trade receivables - net                                      9,213,201        9,599,443
Employee and related party receivables                         538,871          288,812
Irish Development Agency grant receivable                      304,514          747,888
Inventories                                                 17,090,578       14,535,440
Prepaid expenses and other assets                              576,859          538,259
Deferred income tax assets                                     546,937          782,435
                                                         -------------  ---------------
Total current assets                                        29,091,778       27,468,969
                                                         -------------  ---------------

PROPERTY AND EQUIPMENT:
Land                                                         1,065,985        1,101,544
Building                                                                        932,448
Automobiles                                                     89,709          112,633
Manufacturing equipment                                     13,218,201       10,909,529
Furniture and fixtures                                       5,251,605        4,817,738
Leasehold improvements                                       4,938,929        4,483,071
Construction-in-progress                                     3,339,136        2,747,414
                                                         -------------  ---------------
Total                                                       27,903,565       25,104,377
Less accumulated depreciation
  and amortization                                         (11,419,465)      (9,648,746)
                                                         -------------  ---------------
Property and equipment - net                                16,484,100       15,455,631
                                                         -------------  ---------------

OTHER ASSETS:
Intangible assets - net                                      2,350,295        2,024,050
Cost in excess of the fair value 
of assets acquired - net                                       154,470          167,273
Prepaid royalty - net                                           42,857          107,143
Deposits                                                        68,490           46,612
                                                         -------------  ---------------
Total other assets                                           2,616,112        2,345,078
                                                         -------------  ---------------

TOTAL                                                    $  48,191,990  $    45,269,678
                                                         =============  ===============

</TABLE>

Continued on Page 2
See Notes to Consolidated Financial Statements

                                        1

<PAGE>

MERIT MEDICAL SYSTEMS, INC.
- ---------------------------

CONSOLIDATED BALANCE SHEETS (Continued)
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
- ----------------------------------------



LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
<TABLE>
<CAPTION>
                                                                       September  30,      December 31,
                                                                           1998               1997
                                                                       --------------   ---------------
                                                                        (Unaudited)
CURRENT LIABILITIES:
<S>                                                                      <C>            <C>          
Line of credit                                                         $   6,353,797    $   4,624,727
Current portion of long-term debt                                          1,618,253        1,802,932
Trade payables                                                             3,460,771        3,438,349
Accrued expenses                                                           2,556,586        2,414,050
Advances from employees                                                       55,856           81,245
Income taxes payable                                                         438,308          369,695
                                                                       --------------   ---------------
Total current liabilities                                                 14,483,571       12,730,998

DEFERRED INCOME TAX LIABILITIES                                              794,663          883,002

LONG-TERM DEBT                                                             2,964,652        3,913,686

DEFERRED CREDITS                                                           1,334,337        1,543,151
                                                                       --------------   ---------------

Total liabilities                                                         19,577,223       19,070,837
                                                                       -------------    ---------------

MINORITY INTEREST IN SUBSIDIARY                                              511,409          396,692
                                                                       --------------   ---------------

STOCKHOLDERS' EQUITY:
Preferred stock  -5,000,000  shares  authorized
 as of September  30, 1998,  and December 31, 1997,
 respectively, no shares issued
Common  stock - no par  value;
 20,000,000  and  10,000,000  shares  authorized,
 respectively, 7,445,968 and 7,395,091 shares
 issued at September 30, 1998
 and December 31, 1997, respectively                                      17,462,414       17,178,971
Retained earnings                                                         10,850,819        9,113,769
Foreign currency translation adjustment                                     (209,875)        (490,591)
                                                                       --------------   ---------------
Total stockholders' equity                                                28,103,358       25,802,149
                                                                       --------------   ---------------

TOTAL                                                                  $  48,191,990    $  45,269,678
                                                                       ==============   ===============
</TABLE>

See Notes to Consolidated Financial Statements

                                        2

<PAGE>

MERIT MEDICAL SYSTEMS, INC.
- ---------------------------

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 and 1997 (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                         Three Months Ended                  Nine Months Ended
                                                           September  30,                      September  30,
                                                           --------------                      --------------

                                                       1998             1997              1998              1997   
                                                  -------------    -------------    --------------   --------------

<S>                                                <C>             <C>                <C>             <C>         
SALES                                              $16,703,033     $ 15,450,336       $51,143,218    $  44,609,549

COST OF SALES                                       10,270,250        9,815,145        31,734,533       27,690,322
                                                  -------------    -------------    --------------   --------------

GROSS MARGIN                                         6,432,783        5,635,191        19,408,685       16,919,227
                                                  -------------    -------------    --------------   --------------

OPERATING EXPENSES:
Selling, general and administrative                  4,160,108        3,912,461        12,899,025       11,680,876
Research and development                               729,583        1,207,985         2,476,337        3,283,324
                                                  -------------    -------------    --------------   --------------
TOTAL                                                4,889,691        5,120,446        15,375,362       14,964,200
                                                  -------------    -------------    --------------   --------------

INCOME FROM OPERATIONS                               1,543,092          514,745         4,033,323        1,955,027

OTHER EXPENSE                                          236,417          216,444           631,393          626,749
                                                  -------------    -------------    --------------   --------------

INCOME BEFORE INCOME TAX EXPENSE                     1,306,675          298,301         3,401,930        1,328,278

INCOME TAX EXPENSE                                     542,743          161,713         1,550,163          707,269

MINORITY INTEREST IN INCOME
OF SUBSIDIARY                                           41,096            7,450           114,717           15,844
                                                  -------------    -------------    --------------   --------------

NET INCOME                                        $    722,836     $    129,138     $   1,737,050    $     605,165
                                                  =============    =============    ==============   ==============

EARNINGS PER  COMMON SHARE-
   Basic and diluted                              $        .10     $        .02     $         .23    $         .08
                                                  =============    =============    ==============   ==============


AVERAGE COMMON SHARE -
   Basic and diluted                                 7,521,075        7,375,057         7,496,200        7,346,533
                                                  =============     ============    ==============   ==============



COMPREHENSIVE INCOME                              $  1,119,381     $     17,636     $   2,017,766    $     216,262
                                                  =============   ==============    ==============     ============
</TABLE>


See Notes to Consolidated Financial Statements

                                        3

<PAGE>

MERIT MEDICAL SYSTEMS, INC.
- ---------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED September 30, 1998 and 1997   (Unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      September 30,  September 30,
                                                                          1998           1997
                                                                      -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>            <C>        
Net income                                                            $ 1,737,050    $   605,165
                                                                      -----------    -----------
Adjustments to reconcile net income to net
  cash provided by operating activities:
  Depreciation and amortization                                         2,121,645      1,762,111
  Bad debt expense                                                         75,689        102,189
 Losses (gains) on sales and abandonment of
   property and equipment                                                  43,475         (7,845)
Amortization of deferred credit                                           (67,423)       (44,939)
Deferred income taxes                                                     147,159        (10,594)
Minority interest in income of subsidiary                                 114,717         15,844
Changes in operating assets and liabilities net of
effects from purchase of UMI:
         Trade receivables                                                310,553     (1,781,840)
         Employee and related party receivables                          (224,805)        36,327
         Irish Development Agency grant receivable                        340,299       (225,690)
         Inventories                                                   (2,555,138)       158,389
         Prepaid expenses                                                 (63,555)      (162,575)
         Deposits and other                                               (21,878)        64,028
         Trade payables                                                    22,422       (154,255)
         Accrued expenses                                                 142,536       (605,314)
         Advances from employees                                          (25,389)       (30,524)
         Income taxes                                                      68,613        370,222
                                                                      -----------    -----------
Total adjustments                                                         428,920       (514,466)
                                                                      -----------    -----------

Net cash provided by operating activities                               2,165,970         90,699
                                                                      -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures for:
  Property and equipment                                               (3,042,791)    (1,765,025)
  Cash payment in connection with assets purchased from UMI               (61,486)
  Intangible assets                                                      (477,702)      (310,065)
Proceeds from the sale of property and equipment                          539,202         22,646
                                                                      -----------    -----------

Net cash used in investing activities                                  (2,981,291)    (2,113,930)
                                                                      -----------    -----------
</TABLE>

Continued on page 5
See Notes to Consolidated Financial Statements

                                        4

<PAGE>

MERIT MEDICAL SYSTEMS, INC.
- ---------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997    (Unaudited) 
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        September 30,   September 30,
                                                                            1998            1997     
                                                                       --------------  ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from:
<S>                                                                        <C>              <C>      
    Line of credit                                                         1,729,070        1,501,996
    Issuance of common stock                                                 283,443        1,562,502
Principal payments on:
    Long-term debt                                                        (1,581,681)      (1,204,974)
    Deferred credit                                                         ( 52,101)         (26,051)
                                                                       --------------  ---------------

Net cash provided by financing activities                                    378,731        1,833,473
                                                                       --------------  ---------------

NET DECREASE IN CASH                                                         436,590          189,758

EFFECT OF EXCHANGE RATES ON CASH                                             280,716         (388,903)

CASH AT BEGINNING OF PERIOD                                                  976,692        1,262,950
                                                                       --------------  ---------------

CASH AT END OF PERIOD                                                  $     820,818   $      684,289
                                                                       ==============  ===============

SUPPLEMENTAL  DISCLOSURES OF CASH
FLOW INFORMATION  
Cash paid during the period for:
    Interest (including capitalized interest
      of $102,958 and $95,990, respectively)                           $     606,999   $      660,530
                                                                       ==============  ===============
   Income taxes                                                        $   1,334,391   $      347,641
                                                                       ==============  ===============

SUPPLEMENTAL DISCLOSURES OF NONCASH
INVESTING AND FINANCING ACTIVITIES:

During the nine months  ended  September  30,  1998 and 1997 the Company  issued
notes payable totaling  $770,848 and $680,903,  respectively,  for manufacturing
equipment, furniture and fixtures, land and building.

During  the  nine  months  ended  September  30,  1997,  the  Company   acquired
substantially  all of the  operating  assets  of  Universal  Medical  Instrument
Corporation for 152,424 shares of Merit  restricted  common stock. In connection
with this  acquisition  date,  the  Company  recorded  the  following  as of the
acquisition date:

   Assets Acquired                                                         $ 863,198
   Cost in excess of fair market value                                       182,288
                                                                          ----------
   Total purchase price                                                   $1,045,486
                                                                          ==========
</TABLE>


See Notes to Consolidated Financial Statements

                                        5

<PAGE>

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 September 30, 1998 and December 31, 1997,  and the
results of its  operations  and cash flows for the three and nine  months  ended
September 30, 1998 and 1997,   and its cash flows for the nine months  September
30, 1998 and 1997. The results of operations for the three and nine months ended
September 30, 1998 and 1997 are not necessarily  indicative of the results for a
full year period.


2.  Inventories.  Inventories  at  September  30,  1998 and  December  31,  1997
    consisted of the following:


                                               September 30,        December 31,
                                                  1998                   1997
                                             ---------------    ----------------

     Raw materials                           $    6,195,424       $   4,635,593
     Work-in-process                              4,951,455           4,305,202
     Finished goods                               6,395,071           6,261,203
     Less reserve for obsolete inventory           (451,372)           (666,558)
                                             ---------------    ----------------
     Total                                   $   17,090,578       $  14,535,440
                                             ==============       ==============


3. Income  Taxes.  The  effective  tax rate for the three and nine months  ended
September  30,  1998 and 1997,  is higher than the  federal  statutory  tax rate
largely due to losses incurred by the Company's Irish subsidiary for which a tax
benefit was recorded at a rate of 10% vs. a 35% federal statutory tax rate.


4.  Reporting  Comprehensive  Income - In June 1997,  the  Financial  Accounting
Standards  Board (FASB) issued SFAS No.130,  "Reporting  Comprehensive  Income."
SFAS No. 130  establishes  standards for reporting and display of  comprehensive
income and its components (revenues,  expenses,  gains and losses) in a full set
of  general-purpose  financial  statements.  This  statement  requires  that  an
enterprise (a) classify items of other comprehensive income by their nature in a
financial   statement  and  (b)  display  the   accumulated   balance  of  other
comprehensive   income   separately   from  retained   earnings  and  additional
paid-in-capital in the equity section of a statement of financial position.

Effective  January 1, 1998, the Company  adopted the provisions of SFAS No. 130.
Accordingly,  the Company determined that the only transaction  considered to be
an additional  component of  comprehensive  income is the  cumulative  effect of
foreign currency translation adjustments.  As of September 30, 1998 and December
31, 1997,  the  cumulative  effect of such  transactions  reduced  stockholders'
equity by $209,875 and $490,591,  respectively. The net impact to operations for
the three  months  ended  September  30,  1998 and 1997 would  increase/(reduce)
comprehensive income by approximately $396,545 and ($111,502), respectively. The
net impact to operations  for the nine months ended  September 30, 1998 and 1997
would increase/  (reduce)  comprehensive  income by  approximately  $280,716 and
($388,903), respectively.

                                        6

<PAGE>

MERIT MEDICAL SYSTEMS, INC.
- ---------------------------

ITEM 2:

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------

Operations.  The Company achieved  increases in sales and earnings for the three
and nine months ended  September  30, 1998 compared to the same periods in 1997.
The following table sets forth certain operational data as a percentage of sales
for the three and nine months ended September 30, 1998 and 1997.

<TABLE>
<CAPTION>
                                              Three Months Ended                           Nine Months Ended
                                                 September 30,                               September 30,
                                                 -------------                               -------------

                                          1998                1997                      1998              1997
                                          ----                ----                      ----              ----

<S>                                      <C>                 <C>                       <C>               <C>    
Sales                                     100.0 %            100.0 %                   100.0 %            100.0 %
Gross Margin                               38.5               36.5                      37.9               37.9
Selling, General and Administrative        24.9               25.3                      25.2               26.2
Research & Development                      4.4                7.8                       4.8                7.4
Income From Operations                      9.2                3.3                       7.9                4.4
Other Expense                               1.4                1.4                       1.2                1.4
Net Income                                  4.3                 .8                       3.4                1.4
</TABLE>


Sales.  Sales for the third quarter of 1998 ended September 30 were  $16,703,033
compared to $15,450,336 for the same period last year,  which  represents a gain
of 8 percent.  The  Company's  inflation  device sales  increased by 19 percent,
custom kit business grew by 5 percent during the three-month  period compared to
the quarter  ended  September 30, 1997,  while sales of other devices  including
syringes,  manifolds  and  needles  grew by 8  percent.  Growth in all  segments
reflects continued market share gains and acceptance of the Company's  products,
as well as procedural  growth.  Sales from  international  operations  rose by 5
percent for the  three-month  period  compared to the prior year's same quarter.
These sales represented 22 percent of total sales for the third quarter compared
with 23 percent of total  sales for the prior year  period.  For the  nine-month
period  ended  September  30, 1998 total sales were  $51,143,218  compared  with
$44,609,549 for the same period in 1997, a gain of 15 percent.  These gains were
led by  sales  of the  Company's  inflation  devices,  which  rose  16  percent;
stopcocks,  which grew by 52 percent; and custom kits, which grew by 13 percent.
International  sales  were up 14  percent  over the  prior  year's  period,  and
accounted  for 22 percent of the  Company's  total  revenue mix compared with 22
percent of total revenues last year.

Gross  Margin.  Gross margin as a percentage  of sales for the third  quarter of
1998 was  38.5%  compared  to 36.5% for the same  period  in 1997.  For the nine
months ended September 30, 1998 and 1997 gross margin was 37.9%. The increase in
gross margin for the three months ended  September 30, 1998 was primarily due to
favorable  changes  in  product  mix,  price  strategies,   economies  of  scale
associated with increased sales.

                                        7

<PAGE>

MERIT MEDICAL SYSTEMS, INC.
- ---------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------



Operating Expenses.  Operating expenses were 29.3% of sales for the three months
ended  September  30,1998  compared to 33.1 % for the third quarter of 1997. For
the first nine months of 1998  operating  expenses  decreased  significantly  to
30.1%  compared  to 33.5% for the same  period  in 1997.  Selling,  general  and
administrative expenses as a percentage of sales declined to 24.9% and 25.2% for
the three and nine months ended  September  30, 1998 compared to 25.3% and 26.2%
for the same periods in 1997. The  improvement was primarily due to economies of
scale  associated  with increasing  sales volumes and a continuous  Company-wide
focus on  achieving  greater  individual  productivity.  The  completion  of the
development and market introduction of the Tomcat P.T.C.A.  guidewire in Ireland
added important core technology and a new product line resulted in a decrease in
research  and  development  costs by  approximately  by  $478,000  for the third
quarter of 1998 compared to 1997.  For the nine months ended  September 30, 1998
research and development decreased approximately $807,000 compared with 1997.

Operating  Income.  During the quarter  ended  September  30, 1998,  the Company
reported  record income from operations of $1,543,092  compared to $514,745,  an
increase of 200% for the  comparable  period in 1997.  Operating  income for the
first nine months of 1998 was also a record  $4,033,323  an increase of 106% vs.
$1,955,027  for the same period in 1997.  The increase in earnings for the three
and nine months  ended  September  30, 1998 was  attributable  to an increase in
sales with  improved  gross  margins and a reduction in operating  expenses as a
percentage of sales.

Liquidity and Capital  Resources.  At September 30, 1998, the Company's  working
capital was $14.6  million  which  represented  a current  ratio of 2.0 to 1. On
October 1, 1998, the Company renewed an available secured bank line of credit to
$10.5  million.  The line of credit bears  interest at the bank's prime rate, or
can be fixed at 1.85 percent  below LIBOR and contains  various  conditions  and
restrictions.  At September 30, 1998, the outstanding  balance under the line of
credit was $6.35  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,  particularly  with the introduction of new product
lines.  The Company's  principal  source of funding for these and other expenses
has been the sale of equity and cash generated from operations, secured loans on
equipment  and bank lines of  credit.  The  Company  believes  that its  present
sources of liquidity and capital are adequate for its current operations.


Market Risk Disclosures.  The Company does not engage in significant  derivative
financial instruments.  The Company does experience risk associated with foreign
currency fluctuations,  and interest rate risk associated with its variable rate
debt;  however,   such  risks  have  not  been  material  to  the  Company  and,
accordingly, the Company has not deemed it necessary to enter into agreements to
hedge such risks.  The Company may enter into such  agreements in the event that
such risks become material in the future.

                                        8

<PAGE>

Year 2000. The Company has developed a  comprehensive  strategy for updating its
systems for Year 2000 ("Y2K") compliance  including those systems for all of its
subsidiaries.  The  Company's  information  technology  ("IT")  systems  include
in-house  developed  software  and  hardware,  as well as software  and hardware
purchased from outside  parties.  Merit Medical is in the process of identifying
and  assessing all systems to determine  the extent of  renovations  required in
order  to be Y2K  compliant.  Renovations  to  programs  that  utilize  in-house
developed computer code are nearly complete and the Company anticipates that the
renovations  will be fully completed and validated on or before July 1999. Also,
the Company  believes  vendor  developed  software will be made Y2K compliant by
July  1999  through  vendor-provided  updates  or  replacement  with  other  Y2K
compliant hardware and software.

The Company is in the "inventory and assessment" phases with regard to its state
of readiness related to non-IT devices containing  embedded circuitry and issues
related to third  parties  with which  Merit has a  material  relationship.  The
Company is in various stages of the "inventory,"  "assessment" and "remediation"
phases  with  regard to its IT systems.  In  addition,  as part of the Year 2000
Project regarding IT systems, the Company continues to implement new or upgraded
YEAR 2000  compliant  systems for  meeting  manufacturing,  financial  and human
resources. The completion date is expected to be July 1999.

Merit Medical expects that costs to address Y2K issues will total  approximately
$300,000,  of which  approximately  $90,000 will be spent in the current  fiscal
year,  with the  remainder  being spent  during the first two quarters of fiscal
1999. Costs include hardware and software  replacement costs, and consulting and
travel expenses associated, directly or indirectly, with addressing Y2K issues.

The Company is in the process of upgrading  its  manufacturing  , financial  and
human  resources  systems for increased  functionality.  The new systems are Y2K
compliant, and Merit expects these systems to be fully tested and operational by
September,  1999. Management does not anticipate  significant unplanned costs or
problems with the new systems for Y2K  compliance.  Merit Medical has identified
third parties with which it has a significant  relationship  that , in the event
of a Y2K  failure,  could have a material  impact on its  financial  position or
operating  results.  The third parties include  material and product  suppliers,
communication  vendors,  the Company's  significant  customers,  creditors,  and
energy and utility suppliers.  These relationships,  especially those associated
with  certain  suppliers  and  customers,  are material to the Company and a Y2K
failure  for one or more of these  parties  could  result in a material  adverse
effect on the Company's operation results and financial position.  However,  the
Company is making  inquiries of these third partes to assess their Y2K readiness
and will implement appropriate action to mitigate any such exposure.

Statements  contained  in this  release  which  are not  purely  historical  are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995. These encompass  Merit's beliefs,  expectations,
hopes  or  intentions  regarding  the  future.  All  forward-looking  statements
included  in this  release  are  made as of the  date  hereof  and are  based on
information  available to Merit as of such date.  Merit assumes no obligation to
update any  forward-  looking  statement.  It is  important  to note that actual
outcomes and Merit's actual results could differ  materially  from those in such
forward-looking  statements.  Factors that could cause actual  results to differ
materially include risks and uncertainties  related to future market growth such
as product acceptance,  product recalls,  competition and the overall regulatory
environment.

                                        9

<PAGE>

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.
- --------------------------------------------------------------------------------
  27                      Financial Data Schedule                        1
- --------------------------------------------------------------------------------

                                   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:     NOVEMBER 12, 1998                                                     
       -----------------------        ------------------------------------------
                                      FRED P. LAMPROPOULOS
                                      PRESIDENT AND CHIEF EXECUTIVE OFFICER





Date:     NOVEMBER 12, 1998           
       ----------------------         ------------------------------------------
                                      KENT W. STANGER
                                      VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

                                       10


<TABLE> <S> <C>


<ARTICLE>                       5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MERT MEDICAL
SYSTEMS,  INC.'S  CONSOLIDATED  BALANCE SHEET AND INCOME  STATEMENT FOR THE NINE
MONTH  PERIOD  ENDING  SEPTEMBER  30, 1998 AND IS  QUALIFIED  IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                   0000856982
<NAME>                  MERIT MEDICAL SYSTEMS, INC.
       
<S>                     <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                       DEC-31-1998
<PERIOD-START>                          JAN-01-1998
<PERIOD-END>                            SEP-30-1998
<CASH>                                      820,818
<SECURITIES>                                      0
<RECEIVABLES>                             9,458,380
<ALLOWANCES>                               (245,179)
<INVENTORY>                              17,090,578
<CURRENT-ASSETS>                         29,091,778
<PP&E>                                   27,903,565
<DEPRECIATION>                          (11,419,465)
<TOTAL-ASSETS>                           48,191,990
<CURRENT-LIABILITIES>                    14,483,571
<BONDS>                                   2,964,652
                             0
                                       0
<COMMON>                                 17,462,414
<OTHER-SE>                               10,850,819
<TOTAL-LIABILITY-AND-EQUITY>             48,191,990
<SALES>                                  51,143,218
<TOTAL-REVENUES>                         51,143,218
<CGS>                                    31,734,533
<TOTAL-COSTS>                            31,734,533
<OTHER-EXPENSES>                                  0
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                          682,883
<INCOME-PRETAX>                           3,401,930
<INCOME-TAX>                              1,550,163
<INCOME-CONTINUING>                               0
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                              1,737,050
<EPS-PRIMARY>                                  0.23
<EPS-DILUTED>                                  0.23
        


</TABLE>


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