MMSI - 12.31.2012 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
x Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2012
OR
o Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File Number: 000-18592
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
MERIT MEDICAL SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Merit Medical Systems, Inc.
1600 West Merit Parkway
South Jordan, UT 84095
MERIT MEDICAL SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
TABLE OF CONTENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
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FINANCIAL STATEMENTS: | |
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Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm: | |
NOTE: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of
Merit Medical Systems, Inc. 401(k) Profit Sharing Plan
South Jordan, Utah
We have audited the accompanying statements of net assets available for benefits of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan (the “Plan”) as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) delinquent participant contributions for the year ended December 31, 2012 and (2) assets (held at end of year) as of December 31, 2012, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2012 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Salt Lake City, Utah
July 1, 2013
MERIT MEDICAL SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2012 AND 2011
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| 2012 | | 2011 |
ASSETS: | |
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Cash | $ | 79,213 |
| | $ | 16,253 |
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| | | |
Investments - at fair value | 57,514,790 |
| | 49,590,688 |
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Receivables: | |
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Notes receivable from participants | 2,333,389 |
| | 2,002,847 |
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Employer contributions | 83,418 |
| | 144,636 |
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Participant contributions | 162,371 |
| | 177,515 |
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Total receivables | 2,579,178 |
| | 2,324,998 |
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Total assets | 60,173,181 |
| | 51,931,939 |
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LIABILITIES: | |
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Accounts payable | 58,951 |
| | 7,038 |
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Total liabilities | 58,951 |
| | 7,038 |
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NET ASSETS REFLECTING ALL INVESTMENTS AT FAIR VALUE | 60,114,230 |
| | 51,924,901 |
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ADJUSTMENT FROM FAIR VALUE TO CONTRACT VALUE FOR COMMON COLLECTIVE TRUST | (27,698 | ) | | (65,358 | ) |
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NET ASSETS AVAILABLE FOR BENEFITS | $ | 60,086,532 |
| | $ | 51,859,543 |
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See notes to financial statements.
MERIT MEDICAL SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2012
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CONTRIBUTIONS: | |
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Employer contributions | $ | 1,424,978 |
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Participant contributions | 4,033,122 |
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Rollover contributions | 224,482 |
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Total contributions | 5,682,582 |
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INVESTMENT INCOME: | |
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Net appreciation in fair value of investments | 5,038,114 |
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Interest and dividends | 209 |
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Net investment income | 5,038,323 |
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Interest income on notes receivable from participants | 85,104 |
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DEDUCTIONS: | |
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Benefits paid to participants | (2,517,198 | ) |
Administrative expenses | (61,822 | ) |
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Total deductions | (2,579,020 | ) |
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INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS | 8,226,989 |
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NET ASSETS AVAILABLE FOR BENEFITS: | |
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Beginning of year | 51,859,543 |
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End of year | $ | 60,086,532 |
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See notes to financial statements.
MERIT MEDICAL SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2012 AND 2011, AND FOR THE YEAR ENDED DECEMBER 31, 2012
1. DESCRIPTION OF THE PLAN
The following description of the Merit Medical Systems, Inc. 401(k) Profit Sharing Plan (the “Plan”) is provided for general information purposes only. Reference should be made to the Plan document for more complete information.
General — The Plan is a defined contribution plan covering substantially all employees who have completed 90 days of service for Merit Medical Systems, Inc. (the “Company”). The Plan is administered by a trustee who has been appointed by the board of directors of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Contributions — Each year, participants may contribute up to 100% of their pretax annual compensation, as defined in the Plan, subject to certain Internal Revenue Code ("IRC") limitations. The Company contributes, on a discretionary basis, 75% of the first 2%, and 25% of the next 3% of base compensation that a participant contributes to the Plan. The Company suspended employer matching contributions to the Plan in March of 2013.
Participant Accounts — Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the participant’s contribution, the Company’s matching contribution, and Plan earnings, and charged with withdrawals and an allocation of Plan losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Investments — Participants direct the investment of their contributions and Company contributions into various investment options offered by the Plan.
Vesting — Participants are vested immediately in their contributions, plus actual earnings thereon. Vesting in the Company’s contribution portion of their accounts is based on years of continuous service. A participant vests 20% a year of credited service and is 100% vested after five years of credited service.
Participant Loans — Participants may borrow from their accounts up to a maximum of $50,000 or 50% of their account balance, whichever is less. The loans are secured by the balance in the participant’s account and bear interest at rates commensurate with local prevailing rates at the time funds are borrowed as determined quarterly by the Plan administrator. Principal and interest are paid ratably through payroll deductions.
Payment of Benefits — On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account or annual installments over a ten-year period. For termination of service for other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.
Forfeited Accounts — At December 31, 2012 and 2011, forfeited non-vested accounts totaled $38,341 and $49,205, respectively. These accounts may be used to reduce future employer contributions. During the year ended December 31, 2012, no forfeited non-vested accounts were used to reduce the Company's employer contributions.
Administrative Expenses — Administrative expenses of the Plan are paid by the Company as provided in the Plan document.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Use of Estimates — The preparation of financial statements in conformity with GAAP requires Plan management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.
Risk and Uncertainties — The Plan utilizes various investment instruments, including mutual funds, common stock, a common collective trust, self-directed brokerage accounts, and interest bearing cash funds. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Benefit-Responsive Investment Contracts — As described in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 962, Plan Accounting—Defined Contribution Pension Plans, fully benefit-responsive investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.
The Plan invests in investment contracts through a collective trust in the Morley Stable Value (“MSV”) Fund. As required under ASC 962, the statements of net assets available for benefits presents the investment in the collective trust at fair value with an offsetting adjustment which, when netted against the fair value, will equal contract value. The weighted average yield of the underlying investments in the MSV Fund for the year ended December 31, 2012, was 1.62%.
Payment of Benefits — Benefit payments to participants are recorded upon distribution. There were no amounts allocated to accounts of persons who have elected to withdraw from the Plan but have not yet been paid at December 31, 2012 and 2011.
Excess Contributions Payable — The Plan is required to return contributions received during the Plan year in excess of IRC limits. There were no excess contributions payable at December 31, 2012 and 2011.
Investment Valuation and Income Recognition — The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s common stock is valued at the closing price reported on the NASDAQ Global Select Market on the last business day of the plan year. Interest bearing cash funds are stated at amortized cost, which approximates fair value. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. The underlying investments within self-directed brokerage accounts are valued at quoted market prices. The common collective trust is stated at fair value and then adjusted to contract value as described above. Fair value of the common collective trust is the net asset value of its underlying investments, and contract value is principal plus accrued interest. The fund invests primarily in a variety of high quality Stable Value Investment Contracts (the performance of which may be predicted on underlying fixed income securities), as well as cash and cash equivalents. Redemption is generally permitted daily. Individual participant redemptions for benefit payments and redemptions by participants to reinvest in options that do not compete with the stable value fund are generally permitted without restriction. Were the Plan to initiate a full redemption of the stable value fund, a twelvemonth advance written notice is required. The Plan is permitted to redeem investment units at the net asset value on the measurement date, and as a result, the investment is classified as a Level 2 asset in the fair value hierarchy.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for investments in mutual funds and the common collective trust are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.
Notes Receivable from Participants — Notes receivable from plan participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document.
Recent Accounting Pronouncements — In May 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends ASC 820. ASU 2011-04 also requires the categorization by level for items that are only required to be disclosed at fair value and information about transfers between Level 1 and Level 2. In addition, the ASU provides guidance on measuring the fair value of financial instruments managed within a portfolio and the application of premiums and discounts on fair value measurements. The ASU requires additional disclosure for Level 3 measurements regarding the sensitivity of fair value to changes in unobservable inputs and any interrelationships between those inputs. The new guidance is effective for reporting periods beginning after December 15, 2011. The adoption did not have a material effect on the Plan's statement of net assets available for benefits or its statement of changes in net assets available for benefits.
3. FAIR VALUE MEASUREMENTS
The fair values of investments are classified based on the lowest level of any input that is significant to the fair value measurement. The Plan used the following methods to determine fair value for purposes of the accompanying financial statements:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Plan has the ability to access on the report date.
Level 2 — Inputs (financial matrices, models, valuation techniques), other than quoted market prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 — Inputs (such as professional appraisals, quoted prices from inactive markets that require adjustment based on significant assumptions or data that is not current, data from independent sources) that are unobservable for the asset or liability.
The methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Plan's policy is to recognize significant transfers between levels at the actual date of the event.
The following table provides the amounts and their corresponding level of hierarchy for the Plan’s investments that were measured at fair value on a recurring basis as of December 31, 2012:
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Description | | Level 1 | | Level 2 | | Level 3 | | Total |
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Interest bearing cash | | $ | 2,903,152 |
| | $ | — |
| | $ | — |
| | $ | 2,903,152 |
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Mutual funds: | | |
| | |
| | |
| | |
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Intermediate Investments Grade | | 4,751,136 |
| | |
| | |
| | 4,751,136 |
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Multi-Sector Income Fund | | 2,783,667 |
| | |
| | |
| | 2,783,667 |
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Large-Cap Growth Funds | | 2,730,945 |
| | |
| | |
| | 2,730,945 |
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Small-Cap Growth Funds | | 2,235,988 |
| | |
| | |
| | 2,235,988 |
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International Large-Cap Growth | | 2,168,165 |
| | | | | | 2,168,165 |
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International Multi-Cap Growth | | 2,092,744 |
| | |
| | |
| | 2,092,744 |
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Emerging Markets Funds | | 2,011,012 |
| | |
| | |
| | 2,011,012 |
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Treasury Inflated Protected Securities | | 1,959,521 |
| | | | | | 1,959,521 |
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Small-Cap Core Funds | | 1,735,519 |
| | | | | | 1,735,519 |
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Large-Cap Core Funds | | 1,726,109 |
| | |
| | |
| | 1,726,109 |
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Real Estate Fund | | 1,617,763 |
| | |
| | |
| | 1,617,763 |
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Large-Cap Value Funds | | 1,551,959 |
| | | | | | 1,551,959 |
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S&P 500 Index Objective Funds | | 1,523,469 |
| | |
| | |
| | 1,523,469 |
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Global Natural Resources Funds | | 1,518,534 |
| | |
| | |
| | 1,518,534 |
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Pacific Ex Japan Funds | | 1,467,617 |
| | |
| | |
| | 1,467,617 |
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Multi-Cap Core Funds | | 1,031,871 |
| | | | | | 1,031,871 |
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Gold Oriented Funds | | 851,712 |
| | |
| | |
| | 851,712 |
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Mid-Cap Core Funds | | 546,759 |
| | | | | | 546,759 |
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International Multi-Cap Core | | 501,287 |
| | |
| | |
| | 501,287 |
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Global Science / Technology Funds | | 256,408 |
| | | | | | 256,408 |
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Mid-Cap Value Funds | | 246,424 |
| | | | | | 246,424 |
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Common collective trust | | |
| | 1,475,633 |
| | |
| | 1,475,633 |
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Self-directed brokerage accounts: | | |
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| | |
| | |
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Interest bearing cash | | 729,093 |
| | |
| | |
| | 729,093 |
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Merit Medical Systems, Inc. common stock * | | 758,303 |
| | |
| | |
| | 758,303 |
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Other equity securities (primarily common stock) | | 1,094,306 |
| | |
| | |
| | 1,094,306 |
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Other | | 471,512 |
| | |
| | |
| | 471,512 |
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Merit Medical Systems, Inc. common stock * | | 14,774,182 |
| | |
| | |
| | 14,774,182 |
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Investments — at fair value | | $ | 56,039,157 |
| | $ | 1,475,633 |
| | $ | — |
| | $ | 57,514,790 |
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* Represents a party-in-interest to the Plan.
For the years ended December 31, 2012 and 2011, there were no transfers in or out of Levels 1, 2 or 3.
The following table provides the amounts and their corresponding level of hierarchy for the Plan’s investments that were measured at fair value on a recurring basis as of December 31, 2011:
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| | Level 1 | | Level 2 | | Level 3 | | Total |
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Interest bearing cash | | $ | 2,138,352 |
| | $ | — |
| | $ | — |
| | $ | 2,138,352 |
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Mutual funds: | | |
| | |
| | |
| | |
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Intermediate Investments Grade | | 4,965,698 |
| | |
| | |
| | 4,965,698 |
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Large-Cap Growth Funds | | 2,160,877 |
| | |
| | |
| | 2,160,877 |
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Small-Cap Growth Funds | | 1,847,253 |
| | |
| | |
| | 1,847,253 |
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Multi-Sector Income Fund | | 1,654,814 |
| | |
| | |
| | 1,654,814 |
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Large-Cap Core Funds | | 1,633,410 |
| | |
| | |
| | 1,633,410 |
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Large-Cap Value Funds | | 1,595,809 |
| | |
| | |
| | 1,595,809 |
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International Large-Cap Core | | 1,576,487 |
| | |
| | |
| | 1,576,487 |
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Small-Cap Core Funds | | 1,437,697 |
| | |
| | |
| | 1,437,697 |
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Mid-Cap Value | | 1,267,188 |
| | |
| | |
| | 1,267,188 |
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Pacific Ex Japan Funds | | 1,252,620 |
| | |
| | |
| | 1,252,620 |
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Global Natural Resources Funds | | 1,209,496 |
| | |
| | |
| | 1,209,496 |
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S&P 500 Index Objective Funds | | 1,142,762 |
| | |
| | |
| | 1,142,762 |
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Emerging Markets Funds | | 1,018,433 |
| | |
| | |
| | 1,018,433 |
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Mid-Cap Core Funds | | 1,012,542 |
| | |
| | |
| | 1,012,542 |
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International Multi-Cap Growth | | 865,979 |
| | |
| | |
| | 865,979 |
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Treasury Inflated Protected Securities | | 783,990 |
| | |
| | |
| | 783,990 |
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Real Estate Fund | | 776,161 |
| | |
| | |
| | 776,161 |
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Global Small-/Mid-Cap Funds | | 773,633 |
| | |
| | |
| | 773,633 |
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Gold Oriented Funds | | 624,249 |
| | |
| | |
| | 624,249 |
|
International Multi-Cap Core | | 444,124 |
| | |
| | |
| | 444,124 |
|
Multi-Cap Core Funds | | 254,344 |
| | | | | | 254,344 |
|
Global Science / Technology Funds | | 223,887 |
| | | | | | 223,887 |
|
Common collective trust | | |
| | 2,580,894 |
| | |
| | 2,580,894 |
|
Self-directed brokerage accounts: | | |
| | |
| | |
| | |
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Interest bearing cash | | 884,594 |
| | |
| | |
| | 884,594 |
|
Merit Medical Systems, Inc. common stock * | | 451,789 |
| | |
| | |
| | 451,789 |
|
Other equity securities (primarily common stock) | | 957,862 |
| | |
| | |
| | 957,862 |
|
Other | | 269,407 |
| | |
| | |
| | 269,407 |
|
Merit Medical Systems, Inc. common stock * | | 13,786,337 |
| | |
| | |
| | 13,786,337 |
|
Investments — at fair value | | $ | 47,009,794 |
| | $ | 2,580,894 |
| | $ | — |
| | $ | 49,590,688 |
|
* Represents a party-in-interest to the Plan.
4. INVESTMENTS
The Plan’s investments that represented 5% or more of the Plan’s net assets available for benefits were as follows as of December 31, 2012 and 2011:
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| | | | | | | |
| 2012 | | 2011 |
Merit Medical Systems, Inc. common stock, 1,117,445 and 1,030,369 shares, respectively * | $ | 15,532,485 |
| | $ | 13,786,337 |
|
PIMCO Total Return; Administrative Class Shares 422,699 and 456,826 shares, respectively | 4,751,136 |
| | 4,965,698 |
|
* Represents a party-in-interest to the Plan.
During the year ended December 31, 2012, the Plan’s common stock and mutual fund investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
|
| | | |
Merit Medical Systems, Inc. common stock | $ | 705,974 |
|
Mutual funds: | |
Intermediate Investments Grade | 439,829 |
|
Large-Cap Core Funds | 402,239 |
|
International Large-Cap Growth | 369,638 |
|
Small-Cap Growth Funds | 316,963 |
|
International Multi-Cap Growth | 289,537 |
|
Pacific Ex Japan Funds | 284,473 |
|
Emerging Markets Funds | 282,690 |
|
Real Estate Funds | 219,877 |
|
Large-Cap Value Funds | 218,733 |
|
Large-Cap Growth Funds | 197,099 |
|
S&P 500 Index Objective Funds | 194,369 |
|
Small-Cap Core Funds | 193,787 |
|
Mid-Cap Core Funds | 183,555 |
|
Multi-Sector Income Funds | 174,898 |
|
International Multi-Cap Core | 121,381 |
|
Multi-Cap Core Funds | 120,749 |
|
Treasury Inflated Protected Securities | 80,584 |
|
Global Natural Resources Funds | 73,714 |
|
Global Small-/Mid-Cap Funds | 67,179 |
|
Mid-Cap Value Funds | 18,468 |
|
Global Science / Technology Funds | 13,212 |
|
Gold Oriented Funds | (84,388 | ) |
Self-Directed Brokerage Account | 173,495 |
|
Common Collective Trust | (19,941 | ) |
Net appreciation in fair value of investments | $ | 5,038,114 |
|
5. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
At December 31, 2012 and 2011, the Plan held 1,062,891 and 1,030,369 shares, respectively, of the Company’s common stock, with a fair value of $14,774,182 and $13,786,337, respectively.
At December 31, 2012 and 2011, there are also 54,554 and 33,766 shares of the Company’s common stock with a fair value of $758,303 and $451,789, respectively, held by the Plan within self-directed brokerage accounts.
6. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions set forth in ERISA. The Company also has the right to discontinue its contributions at any time. In the event that the Plan is terminated, participants would become 100% vested in their accounts.
7. FEDERAL INCOME TAX STATUS
The Internal Revenue Service ("IRS") has determined and informed the Company by a letter dated October 19, 2011, that the Plan was designed in accordance with the applicable regulations of the Internal Revenue Code. The Plan has been amended since receiving the determination letter; however, the Company and the Plan administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code and the Plan and related trust continue to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements. On December 31, 2012, the Company submitted an application to the IRS for an updated determination letter.
The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan administrator is required to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination
by the IRS and the Department of Labor ("DOL"). The Plan is subject to routine audits by taxing jurisdictions for tax years for which the applicable statutes of limitations have not expired; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2009.
8. NONEXEMPT PARTY-IN-INTEREST TRANSACTIONS
The Company remitted the November 2011 through December 2011 participant contribution of $42 to the trustee June 28, 2012, which was later than required by Department of Labor (DOL) Regulation 2510.3‑102. The Company filed Form 5330 with the IRS and paid the required excise tax on the transaction. In addition, the participant account was credited with the amount of investment income that would have been earned had the participant contribution been remitted on a timely basis.
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2012 and 2011:
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| | | | | | | | |
| | 2012 | | 2011 |
Statement of net assets available for benefits: | | |
| | |
|
Net assets available for benefits per the financial statements | | $ | 60,086,532 |
| | $ | 51,859,543 |
|
Adjustment from contract value to fair value for common collective trust | | 27,698 |
| | 65,358 |
|
Net assets available for benefits per Form 5500 | | $ | 60,114,230 |
| | $ | 51,924,901 |
|
For the year ended December 31, 2012, the following is a reconciliation of the change in net assets available for benefits per the financial statements to the Form 5500:
|
| | | |
Statement of changes in net assets available for benefits: | |
Increase in net assets available for benefits per the financial statements | $ | 8,226,989 |
|
Adjustment from contract value to fair value for common collective trust | (37,660 | ) |
| |
|
Increase in net assets available for benefits per Form 5500 | $ | 8,189,329 |
|
SUPPLEMENTAL SCHEDULES
MERIT MEDICAL SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
EMPLOYER ID NO: 87-0447695
PLAN NO: 001
FORM 5500, SCHEDULE H, PART IV, LINE 4a — SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS FOR THE YEAR ENDED DECEMBER 31, 2012
|
| | | | | | | | | | | | | |
| | | | | |
| Total That Constitute Nonexempt Prohibited Transactions | | |
Participant Contributions Transferred Late to the Plan | Contributions Not Corrected | Contributions Not Corrected Outside VFCP | Contributions Pending Correction in VFCP | | Total Fully Corrected under VFCP and PTE 2002-51 |
Participant contributions | $ | — |
| $ | — |
| $ | — |
| | $ | 42 |
|
| $ | — |
| $ | — |
| $ | — |
| | $ | 42 |
|
| | | | | |
* The Company remitted the November 2011 through December 2011 participant contribution of $42 to the trustee June 28, 2012, which was later than required by Department of Labor (DOL) Regulation 2510.3‑102. The Company filed Form 5330 with the IRS and paid the required excise tax on the transaction. In addition, the participant account was credited with the amount of investment income that would have been earned had the participant contribution been remitted on a timely basis.
MERIT MEDICAL SYSTEMS, INC. 401(k) PROFIT SHARING PLAN
EMPLOYER ID NO: 87-0447695
PLAN NO: 001
FORM 5500, SCHEDULE H, PART IV, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2012
|
| | | | | | |
| | Description of Investment, Including | | |
| Identity of Issue, Borrower, | Maturity Date, Rate of Interest, | | Current |
| Lessor or Similar Party | Collateral, Par or Maturity Value | Cost | Value |
| AM Century Inflation Adjusted Bond Fund IV | Registered Investment Company | ** | 487,412 |
|
| American Funds Growth Fund of America; Class R4 | Registered Investment Company | ** | 836,427 |
|
| Artisan International; Investor Shares | Registered Investment Company | ** | 758,708 |
|
| Artisan Mid-Cap Fund | Registered Investment Company | ** | 635,682 |
|
| Cohen & Steers Realty Shares | Registered Investment Company | ** | 1,617,763 |
|
| Columbia Marsico Focused Equity Fund; Class Z Shares | Registered Investment Company | ** | 2,730,945 |
|
| Dreyfus Midcap Index Fund | Registered Investment Company | ** | 246,424 |
|
| Federated Strategic Value | Registered Investment Company | ** | 1,046,138 |
|
| Fidelity FMMT Retirement Money Market | Registered Investment Company | ** | 79 |
|
| Fidelity Money Market Fund | Registered Investment Company | ** | 2,903,072 |
|
| Harbor International Fund; Investor Class Shares | Registered Investment Company | ** | 1,409,457 |
|
| JP Morgan Strategic Income Opportunity | Registered Investment Company | ** | 2,783,667 |
|
| MainStay ICAP Select Equity; Class 1 Shares | Registered Investment Company | ** | 1,551,959 |
|
| Matthews Asia Dividend Companies | Registered Investment Company | ** | 824,816 |
|
| Matthews Asia Small Companies | Registered Investment Company | ** | 642,802 |
|
* | Merit Medical Systems, Inc. Common Stock | Common Stock (1,062,891 shares) | ** | 14,774,182 |
|
| Morley Stable Value Fund | Common Collective Fund (58,931 units) | ** | 1,475,633 |
|
| Oakmark Fund; Class 1 Shares | Registered Investment Company | ** | 1,726,105 |
|
| Oakmark International Fund; Class 1 Shares | Registered Investment Company | ** | 501,287 |
|
| Openheimer Gold & Special Minerals Fund; Class A | Registered Investment Company | ** | 851,712 |
|
| Perkins Mid-Cap Value Fund Class T | Registered Investment Company | ** | 1,031,871 |
|
| PIMCO Total Return Fund; Administrative Class Shares | Registered Investment Company | ** | 4,751,136 |
|
| CNI Dividend & Income Fund | Registered Investment Company | ** | 713,535 |
|
| RS Global Natural Resources; Class A | Registered Investment Company | ** | 1,518,534 |
|
| RS Technology Fund; Class A Shares | Registered Investment Company | ** | 256,408 |
|
| Self-Directed Brokerage Account | Registered Investment Company | ** | 3,053,214 |
|
| Fidelity Spartan 500 Index | Registered Investment Company | ** | 1,523,469 |
|
| T Rowe Price International Funds, Inc. Emerging Markets Stock Fund | Registered Investment Company | ** | 549,763 |
|
| Vanguard Retirement 2050 Fund | Registered Investment Company | ** | 5 |
|
| Wasatch Emerging Markets Small-Cap | Registered Investment Company | ** | 747,714 |
|
| Wasatch Small-Cap Growth Fund | Registered Investment Company | ** | 2,235,988 |
|
| Wasatch Small-Cap Value Fund | Registered Investment Company | ** | 1,019,349 |
|
| Wells Fargo Advantage Small-Cap Value Investor | Registered Investment Company | ** | 546,759 |
|
| William Blair International Growth Fund; Class N Shares | Registered Investment Company | ** | 1,046,606 |
|
| William Blair Small Mid-Cap Growth | Registered Investment Company | ** | 716,169 |
|
* | Participant Loans | Participant loans (maturing 2013 to 2022 at interest rates of 4.25% to 9.25%) | ** | 2,333,389 |
|
| | | | 59,848,179 |
|
| Adjustment from fair value to contract value for common collective trust | | | (27,698 | ) |
| | | | $ | 59,820,481 |
|
| | | | |
* | Party-in-interest |
** | Cost information is not required for participant-directed investments and, therefore, is not included. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Merit Medical Systems, Inc. 401(k) Plan Administration and Investment Committee (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| |
| Merit Medical Systems, Inc |
| 401(k) Profit Sharing Plan |
| |
Date: July 1, 2013 | /s/ Kent W. Stanger |
| |
| Kent W. Stanger |
| Member, 401 (k) Plan Administration and |
| Investment Committee |
EXHIBIT INDEX
Exhibit
Number Description
23.1 Consent of Independent Registered Public Accounting Firm