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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-24 · 68 added, 30 removed, 212 unchanged (32% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 ("Exchange Act"), as of December 31, 2022.

Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2023, our disclosure controls and procedures were effective, at a reasonable assurance level, to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

3 unchanged sentences

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013) .

Based on the criteria discussed

above and our management’s assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective.

Based on the criteria discussed above and our management’s assessment, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

41 unchanged sentences

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Income (Loss) for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021

10 unchanged sentences

Deduction (b)

(a) We record a bad debt provision based upon historical bad debt experience, current economic conditions, expectations of future economic conditions, and management’s evaluation of our ability to collect individual outstanding balances.

(b) When an individual customer balance becomes impaired and is deemed uncollectible, a deduction is made against the allowance for uncollectible accounts.

(a) We record a provision for credit losses based upon historical bad debt experience, current economic conditions, expectations of future economic conditions, and management’s evaluation of our ability to collect individual outstanding balances.

(b) When an individual customer balance becomes impaired and is deemed uncollectible, a deduction is made against the allowance for credit losses.

Years Ended December 31, 2023, 2022 and 2021

8 unchanged sentences

Index to Exhibits

Agreement and Plan of Merger, dated October 1, 2018, by and among Merit Medical Systems, Inc., CMI Transaction Co., Cianna Medical, Inc.

and Fortis Advisors LLC, as the Securityholder’s Representative *

Asset Purchase Agreement, dated December 14, 2018, by and among Merit Medical Systems, Inc., Vascular Insights, LLC and VI Management, Inc.*

Asset Purchase Agreement by and between Merit Medical Systems, Inc.

and AngioDynamics, Inc.

dated as of June 8, 2023.*

Amended and Restated Articles of Incorporation dated May 31, 2018.*

3 unchanged sentences

Merit Medical Systems, Inc.

2006 Long Term Incentive Plan, dated*†

2006 Long Term Incentive Plan.*†

First Amendment to the Merit Medical Systems 2006 Long-Term Incentive Plan, dated May 31, 2007.*†

Lease Agreement dated as of June 8, 1993 for office and manufacturing facility*

Lease Agreement, dated as of June 8, 1993, by and between QRS 11-20 (UT), Inc.

and Merit Medical Systems, Inc.

for office and manufacturing facility.*

A mended and Restated Deferred Compensation Plan, dated January 1, 2004.*†

21 unchanged sentences

401(k) Profit Sharing Plan, dated December 29, 2014.*†

Second Amended and Restated Credit Agreement dated as of July 6, 2016 by and among Merit Medical Systems, Inc., Wells Fargo Bank, National Association, Well Fargo Securities, LLC and the lenders named therein*

Form of Employment Agreement, dated May 26, 2016 between the Company and each of the following individuals:

Form of Employment Agreement, dated May 26, 2016 between Merit Medical Systems, Inc.

and each of the following individuals:

Wright, and Brian G.

Employment Agreement, dated May 26, 2016 between the Company and Fred P.

Lampropoulos*†

Third Amendment to the Merit Medical Systems, Inc.

6 unchanged sentences

Fifth Amendment to the Merit Medical Systems, Inc., 1996 Employee Stock Purchase Plan dated April 15, 2021.*†

First Amendment to Employment Agreement made and entered into by and between Merit Medical Systems, Inc.

Lampropoulos as of the 11th day of December, 2017*†

Form of First Amendment to Employment Agreement for each of Joseph C.

31 unchanged sentences

Settlement Agreement, dated October 13, 2020, by and among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General (“OIG-HHS”) of the Department of Health and Human Services (“HHS”), and the Defense Health Agency (“DHA”), acting on behalf of the TRICARE Program (collectively, the “United States”);

Merit Medical Systems, Inc.;

and Charles J.

(“Relator”), through their authorized representatives.*

Corporate Integrity Agreement, dated October 13, 2020, by and between the OIG-HHS and the Company.*

Form of Indemnification Agreement, dated October 24, 2020, between the Company and each of the following individuals:

Corporate Integrity Agreement, dated October 13, 2020, by and between the OIG-HHS and Merit Medical Systems, Inc.*

Form of Indemnification Agreement, dated October 24, 2020, between Merit Medical Systems, Inc.

and each of the following individuals:

Scott Anderson, F.

1 unchanged sentence

Ward, and Thomas J.

Form of Indemnification Agreement, dated October 24, 2020, between the Company and each of the following individuals:

Form of Indemnification Agreement, dated October 24, 2020, between Merit Medical Systems, Inc.

and each of the following individuals:

Carpenter, David K.

Floyd, and James T.

Form of Indemnification Agreement between the Company and each executive officer.

Indemnification Agreement, dated as of June 17, 2021, between the Company and Stephen C.

Form of Indemnification Agreement, dated as of May 19, 2022, between the Company and each of Laura Kaiser and Michael McDonnell.*†

Employment Agreement between the Company and Michel J.

Form of Indemnification Agreement between Merit Medical Systems, Inc.

and each executive officer.*†

Indemnification Agreement, dated as of June 17, 2021, between Merit Medical Systems, Inc.

and Stephen C.

Form of Indemnification Agreement, dated as of May 19, 2022, between Merit Medical Systems, Inc.

and each of Laura Kaiser and Michael McDonnell.*†

Employment Agreement between Merit Medical Systems, Inc.

and Michel J.

Voigt, dated December 11, 2020.*†

Employment Agreement between the Company and Neil Peterson, dated May 19, 2022†

Employment Agreement between Merit Medical Systems, Inc.

and Neil Peterson, dated May 19, 2022.*†

Performance Stock Unit Award Agreement (Two Year Performance Period), dated March 19, 2021, by and between Merit Medical Systems, Inc.

33 unchanged sentences

Ann Millner, and Lynne N.

Second Amendment to Lease Agreement dated March 10, 2022 for office and manufacturing facility.

Deferred Compensation Plan for Non-Employee Directors.*†

Second Amendment to Lease Agreement dated March 10, 2022, by and between MM (UT) QRS 11-59, Inc.

and Merit Medical Systems, Inc.

for office and manufacturing facility.*

Deferred Compensation Plan for Non-Employee Directors, effective as of July 22, 2022.*†

Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2023, by and between Merit Medical Systems, Inc.

and Fred Lampropoulos.*†

Form of Performance Stock Unit Award Agreement (Three Year Performance Period), dated February 28, 2023, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Raul Parra, Neil Peterson, Brian G.

Lloyd, Michel J.

Voigt, and Joseph C.

Form of Restricted Stock Unit Award Agreement, dated May 18, 2023, by and between Merit Medical Systems, Inc.

and each of the following individuals:

Scott Anderson, Lonny J.

Carpenter, Stephen C.

Evans, David K.

Floyd, Thomas J.

Gunderson, Laura S.

Kaiser, Michael R.

McDonnell, F.

Ann Millner, and Lynne N.

Fourth Amended and Restated Credit Agreement, dated June 6, 2023, by and among Merit Medical Systems, Inc.

as Borrower and the Lenders referred to therein, as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, and Wells Fargo Securities, LLC, BOFA Securities, Inc., HSBC Bank USA, National Association, U.S.

Bank National Association and Truist Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and Bank of America, N.A., HSBC Bank USA, National Association, U.S Bank National Association and Truist Bank as Co-Syndication Agents and TD Bank, N.A., as Documentation Agent.*

Amended and Restated Employment Agreement, dated June 8, 2023, by and between Merit Medical Systems, Inc.

Lampropoulos.*

Indenture, dated as of December 8, 2023, among Merit Medical Systems, Inc., and U.S.

Bank Trust Company, National Association, as trustee.*

Form of 3.00% Convertible Senior Note due 2029 (included in Exhibit 10.68).*

Form of Capped Call Confirmation.

First Amendment to the Fourth Amended and Restated Credit Agreement dated December 5, 2023, by and among certain subsidiaries of Merit Medical Systems, Inc., Wells Fargo Bank, National Association, as administrative agent for Lenders, Bank of America, N.A., HSBC Bank USA, National Association, U.S.

Bank National Association, Truist Bank, TD Bank, N.A., Huntington National Bank, and Regions Bank.

Rule 10b5-1 Trading Plan, dated August 7, 2023, between F.

Ann Millner and E*TRADE Securities LLC.

Subsidiaries of Merit Medical Systems, Inc.

4 unchanged sentences

Certification of Chief Financial Officer .

Policy Relating to the Recovery of Erroneously Awarded Compensation.†

The following materials from the Merit Medical Systems, Inc.

Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Statements of Income (Loss), (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements

(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity, and (vi) Notes to Consolidated Financial Statements.

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures