The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the consolidated financial
statements and related condensed notes thereto, which are included in Part I of
this report. Our future financial condition and results of operations, as well
as any forward-looking statements, are subject to inherent risks and
uncertainties that may adversely impact our operations and financial results.
These risks and uncertainties are discussed in Part I, Item 1A "Risk Factors" in
the 2020 Annual Report on Form 10-K.

OVERVIEW



The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the consolidated financial
statements and related condensed notes thereto, which are included in Part

I of
this report.



We design, develop, manufacture, market and sell medical products for
interventional and diagnostic procedures. For financial reporting purposes, we
report our operations in two operating segments: cardiovascular and endoscopy.
Our cardiovascular segment consists of four product categories: peripheral
intervention, cardiac intervention, custom procedural solutions, and OEM. Within
these product categories, we sell a variety of products, including cardiology
and radiology devices (which assist in diagnosing and treating coronary arterial
disease, peripheral vascular disease and other non-vascular diseases), as well
as embolotherapeutic, cardiac rhythm management, electrophysiology, critical
care, breast cancer localization and guidance, biopsy, and interventional
oncology and spine devices. Our endoscopy segment consists of gastroenterology
and pulmonology devices which assist in the palliative treatment of expanding
esophageal, tracheobronchial and biliary strictures caused by malignant tumors.



For the three-month period ended September 30, 2021, we reported sales of
approximately $267.0 million, up approximately $23.0 million or 9.4%, compared
to sales for the three-month period ended September 30, 2020 of approximately
$244.0 million. For the nine-month period ended September 30, 2021, we reported
sales of approximately $796.3 million, up approximately $90.4 million or 12.8%,
compared to sales for the nine-month period ended September 30, 2020 of
approximately $705.9 million. For the three and nine-month periods ended
September 30, 2021, our net sales benefitted approximately $1.4 million and
$11.4 million, respectively, from foreign currency fluctuations (net of hedging)
assuming applicable foreign exchange rates in effect during the comparable
prior-year period.



Gross profit as a percentage of sales increased to 45.1% for the three-month
period ended September 30, 2021 compared to 41.8% for the three-month period
ended September 30, 2020. Gross profit as a percentage of sales increased
to 44.8% for the nine-month period ended September 30, 2021 compared to 41.1%
for the nine-month period ended September 30, 2020.



Net income for the three-month period ended September 30, 2021 was approximately
$12.0 million, or $0.21 per share, compared to net loss of approximately ($3.0)
million, or ($0.05) per share, for the three-month period ended
September 30, 2020. Net income for the nine-month period ended
September 30, 2021 was approximately $27.8 million, or $0.49 per share, compared
to net loss of approximately ($25.2) million, or ($0.46) per share, for the
nine-month period ended September 30, 2020.



Recent Developments and Trends


In addition to the trends identified in the 2020 Annual Report on Form 10-K
under the heading "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Overview," our business in 2021 has been impacted,
and we believe will continue to be impacted, by the following recent events and
trends:

We experienced overall improvements in sales trends in the three-month period

? ended September, with wide variation across regions of the world and within


   certain geographic regions.



During the three months ended September 30, 2021, we saw continued progress of

? our Wrapsody ArterioVenous (AV) Access Efficacy Pivotal Study (the "WAVE

Study") of the Endovascular Stent Graft, and published the




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results from a prospective, observational, first-in-human study of the Merit


  WRAPSODY Endoprosthesis in CardioVascular and Interventional Radiology.



As part of our Foundations for Growth program we have continued to focus on

? scrap reduction and manufacturing efficiency across manufacturing sites, which

has helped offset inflationary cost pressures in certain raw materials,

shipping, and freight expenses.

? As of September 30, 2021, we had cash on hand of approximately $68.9 million


   and net available borrowing capacity of approximately $456 million.




RESULTS OF OPERATIONS

The following table sets forth certain operational data as a percentage of sales
for the periods indicated:


                                                 Three Months Ended           Nine Months Ended
                                                   September 30,               September 30,
                                                  2021         2020           2021         2020
Net sales                                            100 %        100 %          100 %        100 %
Gross profit                                        45.1         41.8           44.8         41.1

Selling, general and administrative expenses        32.4         29.6           32.5         30.9
Research and development expenses                    6.4          5.5      

     6.4          6.0
Legal settlement                                       -            -              -          2.6
Impairment charges                                     -          8.4            0.5          4.0

Contingent consideration expense (benefit)           0.4        (1.8)      

     0.4          0.1
Income (loss) from operations                        6.0          0.0            4.9        (2.5)
Other expense - net                                (0.7)        (0.9)          (0.7)        (1.3)

Income (loss) before income taxes                    5.3        (0.9)      

     4.2        (3.8)
Net income (loss)                                    4.5        (1.2)            3.5        (3.6)




Sales

Sales for the three-month period ended September 30, 2021 increased by 9.4%, or
approximately $23.0 million, compared to the corresponding period in 2020. Sales
for the nine-month period ended September 30, 2021 increased by 12.8%, or
approximately $90.4 million, compared to the corresponding period in 2020.
Listed below are the sales by product category within each of our financial
reporting segments for the three and nine-month periods ended September 30, 2021
and 2020 (in thousands, other than percentage changes):


                                               Three Months Ended                      Nine Months Ended
                                                 September 30,                           September 30,
                               % Change        2021         2020       % Change        2021         2020
Cardiovascular
Peripheral Intervention            16.5 %    $ 101,059    $  86,778        21.5 %    $ 299,573    $ 246,488
Cardiac Intervention               15.5 %       79,813       69,089        15.7 %      240,203      207,685
Custom Procedural Solutions      (12.4) %       49,435       56,429       (3.9) %      143,492      149,369
OEM                                21.9 %       29,397       24,117        11.3 %       89,734       80,592
Total                               9.9 %      259,704      236,413        13.0 %      773,002      684,134

Endoscopy

Endoscopy devices                 (3.2) %        7,317        7,562        

7.0 %       23,257       21,737

Total                               9.4 %    $ 267,021    $ 243,975        12.8 %    $ 796,259    $ 705,871




Cardiovascular Sales. Our cardiovascular sales for the three-month period ended
September 30, 2021 were approximately $259.7 million, up 9.9% when compared to
the corresponding period of 2020 of approximately $236.4 million. Sales for the
three-month period ended September 30, 2021 were favorably affected by increased
sales of:

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Peripheral intervention products, which increased by approximately $14.3

(a) million, or 16.5%, from the corresponding period of 2020. This increase was

driven primarily by sales of our radar localization, drainage, embolotherapy,


     angiography, intervention, and biopsy products.


     Cardiac intervention products, which increased by approximately $10.7

million, or 15.5%, from the corresponding period of 2020. This increase was

(b) driven primarily by sales of our intervention, fluid management (including

our Medallion® Syringes, which have seen increased demand due to COVID-19

vaccination efforts), angiography and access products.

OEM products, which increased by approximately $5.3 million, or 21.9%, from

(c) the corresponding period of 2020. This increase was driven primarily by sales

of our angiography products and kits.

The foregoing increase in sales for the three-month period ended September 30, 2021 was partially offset by decreased sales of:

Custom procedural solutions products, which decreased by approximately ($7.0)

million, or (12.4)%, from the corresponding period of 2020. This decrease was

(d) driven primarily by decreased sales of critical care products (including an

($8.7) million decrease in CulturaTM nasopharyngeal swab and test kit sales)

and trays, offset partially by sales of kits.


Our cardiovascular sales for the nine-month period ended September 30, 2021 were
approximately $773.0 million, up 13.0% when compared to the corresponding period
of 2020 of approximately $684.1 million. Sales for the nine-month period ended
September 30, 2021 were favorably affected by increased sales of:

Peripheral intervention products, which increased by approximately $53.1

(a) million, or 21.5%, from the corresponding period of 2020. This increase was

driven primarily by sales of our radar localization, embolotherapy, drainage,


     biopsy, angiography and intervention products.


     Cardiac intervention products, which increased by approximately $32.5

million, or 15.7%, from the corresponding period of 2020. This increase was

(b) driven primarily by sales of our intervention, fluid management (including

our Medallion® Syringes, which have seen increased demand due to COVID-19

vaccination efforts) and angiography products.

OEM products, which increased by approximately $9.1 million, or 11.3%, from

(c) the corresponding period of 2020. This increase was driven primarily by sales

of our cardiac rhythm management/electrophysiology ("CRM/EP") products,

angiography products, and coatings.

The foregoing increase in sales for the nine-month period ended September 30, 2021 was partially offset by decreased sales of:

Custom procedural solutions products, which decreased by approximately ($5.9)

million, or (3.9)%, from the corresponding period of 2020. This decrease was

(d) driven primarily by sales of critical care products (including a ($11.9)


     million decrease in CulturaTM nasopharyngeal swab and test kit sales) and
     trays, offset partially by increased sales of kits.


Endoscopy Sales. Our endoscopy sales for the three-month period ended
September 30, 2021 were approximately $7.3 million, down (3.2)%, when compared
to sales in the corresponding period of 2020 of approximately $7.6 million.
Sales for the three-month period ended September 30, 2021 were unfavorably
affected by decreased sales of our EndoMAXX® fully covered esophageal stent,
offset partially by increased sales of other stents and our Elation® Balloon
Dilator.

Our endoscopy sales for the nine-month period ended September 30, 2021 were approximately $23.3 million, up 7.0%, when compared to sales in the corresponding period of 2020 of approximately $21.7 million. Sales for the nine-month period ended September 30, 2021 were favorably affected by increased sales of our Elation® Balloon Dilator and other stents.



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Geographic Sales

Sales trends for the three and nine-month periods ended September 30, 2021 and
2020 were influenced by the incidence and timing of COVID-19 infections and the
associated governmental and patient responses, which varied between countries
and regions in both the current and prior-year periods. Listed below are sales
by geography for the three and nine-month periods ended September 30, 2021 and
2020 (in thousands, other than percentage changes):




                                 Three Months Ended                      Nine Months Ended
                                   September 30,                           September 30,
                 % Change        2021         2020       % Change        2021         2020
United States         5.9 %    $ 151,505    $ 143,109        12.3 %    $ 451,648    $ 402,305
International        14.5 %      115,516      100,866        13.5 %      344,611      303,566
Total                 9.4 %    $ 267,021    $ 243,975        12.8 %    $ 796,259    $ 705,871
United States Sales. U.S. sales for the three-month period ended September 30,
2021 were approximately $151.5 million, or 56.7% of net sales, up 5.9% when
compared to the corresponding period of 2020. The increase in our domestic sales
in the three-month period ended September 30, 2021 compared to the three-month
period ended September 30, 2020 was driven primarily by our U.S. Direct and OEM
businesses.

U.S. sales for the nine-month period ended September 30, 2021 were approximately
$451.6 million, or 56.7% of net sales, up 12.3% when compared to the
corresponding period of 2020. The increase in our domestic sales for the
nine-month period ended September 30, 2021 compared to the nine-month period
ended September 30, 2020 was driven primarily by our U.S. direct business.

International Sales. International sales for the three-month period ended
September 30, 2021 were approximately $115.5 million, or 43.3% of net sales, up
14.5% when compared to the corresponding period of 2020 of approximately $100.9
million. The increase in our international sales for the three-month period
ended September 30, 2021, compared to the three-month period ended September 30,
2020, included increased sales in our Asia Pacific ("APAC") operations of $6.6
million or 13.2%, in EMEA of $6.0 million or 13.6% and increased sales in the
rest of the world ("ROW") of $2.1 million of 30.6%.

International sales for the nine-month period ended September 30, 2021 were
approximately $344.6 million, or 43.3% of net sales, up 13.5% when compared to
the corresponding period of 2020 of approximately $303.6 million. The increase
in our international sales for the nine-month period ended September 30, 2021,
compared to the nine-month period ended September 30, 2020, included increased
sales in APAC of $21.8 million or 14.7%, in EMEA of $15.9 million or 11.7%, and
in ROW of $3.4 million or 17.2%.

Gross Profit



Our gross profit as a percentage of sales increased to 45.1% for the three-month
period ended September 30, 2021, compared to 41.8% for the three-month period
ended September 30, 2020. The increase in gross profit percentage was primarily
due to changes in product mix, lower amortization expense (as certain
intangibles from prior acquisitions became fully amortized), and improvements in
manufacturing variances from operational efficiencies and increased production
volume, partially offset by higher freight costs.



Our gross profit as a percentage of sales increased to 44.8% for the nine-month
period ended September 30, 2021, compared to 41.1% for the nine-month period
ended September 30, 2020. The increase in gross profit percentage was primarily
due to lower amortization expense (as certain intangibles from prior
acquisitions became fully amortized), changes in product mix, decreased
obsolescence expense as a percentage of sales, and improvements in manufacturing
variances from operational efficiencies and increased production volume.

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Operating Expenses

Selling, General and Administrative Expense. Selling, general and administrative
("SG&A") expenses increased approximately $14.3 million, or 19.7%, for the
three-month period ended September 30, 2021 compared to the corresponding period
of 2020. As a percentage of sales, SG&A expenses were 32.4% for the three-month
period ended September 30, 2021, compared to 29.6% for the corresponding period
of 2020. For the three-month period ended September 30, 2021, compared to the
corresponding period of 2020, labor-related costs increased due to higher
commissions and bonus expense in the current-year period, in contrast to
temporary salary cuts and furloughs in the prior-year period. We incurred $4.3
million of corporate transformation and restructuring costs, including
consulting charges, during the three-month period ended September 30, 2021 in
connection with our Foundations for Growth program, compared to restructuring
costs of $2.8 million for the three-month period ended September 30, 2020. These
increased costs were offset partially by lower idle capacity costs due to
increased production compared to the prior-year period.

SG&A expenses increased approximately $41.3 million, or 18.9%, for the
nine-month period ended September 30, 2021 compared to the corresponding period
of 2020. As a percentage of sales, SG&A expenses were 32.5% for the nine-month
period ended September 30, 2021, compared to 30.9% for the corresponding period
of 2020. For the nine-month period ended September 30, 2021, compared to the
corresponding period of 2020, labor-related costs increased due to higher
commissions and bonus expense in the current-year period, in contrast to
temporary salary cuts and furloughs in the prior-year period. We incurred $17.0
million of corporate transformation and restructuring costs, including
consulting charges, during the nine-month period ended September 30, 2021 in
connection with our Foundations for Growth program, compared to restructuring
costs of $6.3 million for the nine-month period ended September 30, 2020. We
also recorded approximately $6 million of contract termination costs in SG&A
during the nine-month period ended September 30, 2021 to renegotiate certain
terms of an acquisition agreement. These increased costs were offset partially
by lower idle capacity costs due to increased production compared to the
prior-year period.

Research and Development Expenses. Research and development ("R&D") expenses for
the three-month period ended September 30, 2021 were approximately $17.0
million, up 25.7%, when compared to R&D expenses in the corresponding period of
2020 of approximately $13.5 million. R&D expenses for the nine-month period
ended September 30, 2021 were approximately $50.8 million, up 19.9%, when
compared to R&D expenses in the corresponding period of 2020 of approximately
$42.4 million. The increase in R&D expenses for the three and nine-month periods
ended September 30, 2021 compared to the corresponding periods in 2020 was
largely due to increased clinical expenses for certain R&D projects (including
our WRAPSODY AV Access Efficacy Study), increased compensation expense due to
temporary salary cuts and furloughs in the prior-year periods, and higher
expenses related to implementation of the Medical Device Regulation in the
European Union.

Legal Settlement. We recorded a settlement in the nine-month period ended
September 30, 2020 of $18.2 million in connection with an agreement in principle
with the Department of Justice ("DOJ") to fully resolve the DOJ's investigation
of certain marketing and promotional practices.

Impairment Charges. For the nine-month period ended September 30, 2021 we
recorded impairment charges of approximately $4.3 million. These impairments
included $1.6 million of intangible assets and $1.3 million of property and
equipment due to the planned discontinuance of the Advocate™ Peripheral
Angioplasty Balloon product line, sold under our license agreements with
ArraVasc, and $1.4 million of impairments of certain ROU operating lease assets
due to site consolidation decisions and changes in our projected cash flows for
the underlying lease assets.

For the three and nine-month periods ended September 30, 2020, we recorded
impairment charges of approximately $20.6 million and $28.3 million,
respectively. These impairments included a $3.5 million write-off in the first
quarter of 2020 of our purchase option to acquire Bluegrass Vascular due to our
decision not to exercise our option to purchase this company, $0.4 million
impairment in the first quarter of property and equipment related to our
distribution agreement with NinePoint, $2.4 million impairment in the second
quarter of the customer list intangible asset from our ITL acquisition, $1.5
million impairment in the second quarter of our right-of-use operating lease
asset associated with closure of a facility in California, $2.5 million
impairment in the third quarter related to our equity investment in the
preferred shares of Fusion due to uncertainty about future product development
and commercialization associated with the technologies, and $18.1 in the third
quarter for intangible impairment charges based on planned closure and
restructuring activities and uncertainty about

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future product development and commercialization associated with the acquired technologies due in part to the economic impacts of the COVID-19 pandemic.



Contingent Consideration Expense (Benefit). For the three and nine-month periods
ended September 30, 2021, we recognized contingent consideration expense from
changes in the estimated fair value of our contingent consideration obligations
stemming from our previously disclosed business acquisitions of approximately
$1.1 million and $3.3 million, respectively, compared to contingent
consideration expense (benefit) of ($4.4) million and $0.9 million for the three
and nine-month periods ended September 30, 2020. Expense (benefit) in each
period relates to changes in the probability and timing of achieving certain
revenue and operational milestones, as well as expense for the passage of time.

Operating Income (Loss)



The following table sets forth our operating income (loss) by financial
reporting segment for the three and nine-month periods ended September 30, 2021
and 2020 (in thousands):


                                   Three Months Ended        Nine Months Ended
                                     September 30,             September 30,
                                   2021         2020         2021         2020
Operating Income (Loss)
Cardiovascular                   $  14,411    $ (1,702)    $ 33,389    $ (20,662)
Endoscopy                            1,520        1,766       5,631         3,093
Total operating income (loss)    $  15,931    $      64    $ 39,020    $ (17,569)
Cardiovascular Operating Income (Loss). Our cardiovascular operating income for
the three-month period ended September 30, 2021 was approximately $14.4 million,
compared to cardiovascular operating loss in the corresponding period of 2020 of
approximately ($1.7) million. The increase in cardiovascular operating income
during the three-month period ended September 30, 2021 compared to the
corresponding period of 2020 was primarily a result of higher sales ($259.7
million compared to $236.4 million), higher gross margin and decreased
impairment expense (none in the three-month period ended September 30, 2021
compared to $20.6 million in the three-month period ended September 30, 2020),
partially offset by increased SG&A and R&D expenses and higher contingent
consideration expense.

Our cardiovascular operating income for the nine-month period ended
September 30, 2021 was approximately $33.4 million, compared to cardiovascular
operating loss in the corresponding period of 2020 of approximately ($20.7)
million. The increase in cardiovascular operating income during the nine-month
period ended September 30, 2021 compared to the corresponding period of 2020 was
primarily a result of higher sales ($773.0 million compared to $684.1 million),
higher gross margin, lower impairment expense ($4.3 million for the nine-month
period ended September 30, 2021 compared to $27.9 million for the nine-month
period ended September 30, 2020) and the $18.2 million legal settlement expense
related to the DOJ inquiry recorded in the prior-year period, partially offset
by increased SG&A and R&D expenses and higher contingent consideration expense.

Endoscopy Operating Income. Our endoscopy operating income for the three-month
period ended September 30, 2021 was approximately $1.5 million, compared to
endoscopy operating income of approximately $1.8 million for the corresponding
period of 2020. This decrease in endoscopy operating income was primarily a
result of increased operating expenses (due in part to temporary salary
reductions and furloughs during the three-month period ended September 30,
2020).

Our endoscopy operating income for the nine-month period ended
September 30, 2021 was approximately $5.6 million, compared to endoscopy
operating income of approximately $3.1 million for the corresponding period of
2020. This increase in endoscopy operating income was primarily a result of
higher sales, improved gross margins (largely a result of the write-off of
inventory related to the suspension of our distribution agreement with NinePoint
in the first quarter of 2020, which did not repeat in 2021) and decreased
impairment expense (none in the nine-month period ended September 30, 2021
compared to approximately $0.4 million in the nine-month period ended September
30, 2020).

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Other Expense

Our other expense for the three-month periods ended September 30, 2021 and 2020
was approximately ($1.8) million and ($2.2) million, respectively. The change in
other expense was primarily related to decreased interest expense as a result of
a lower effective interest rate and a lower average debt balance and a gain of
approximately $0.5 million on the sale of the assets associated with our
Hypotube product line in the third quarter of 2020.

Our other expense for the nine-month periods ended September 30, 2021 and 2020
was approximately ($5.3) million and ($8.9) million, respectively. The change in
other expense was primarily related to decreased interest expense as a result of
a lower effective interest rate and a lower average debt balance, an increase in
interest income due to partial recoveries of loan interest from NinePoint which
had previously been written off, and a gain of approximately $0.5 million on the
sale of the assets associated with our Hypotube product line in the third
quarter of 2020.

Effective Tax Rate


Our provision for income taxes for the three-month periods ended September 30,
2021 and 2020 was a tax expense of approximately $2.2 million and $0.8 million,
respectively, which resulted in an effective tax rate of 15.6% and (37.7)%,
respectively. Our provision for income taxes for the nine-month periods ended
September 30, 2021 and 2020 was a tax expense (benefit) of approximately $5.9
million and ($1.3) million, respectively, which resulted in an effective tax
rate of 17.5% and 4.7%, respectively. The increase in the income tax expense and
the corresponding change in the effective income tax rate for the three and
nine-month periods ended September 30, 2021, when compared to the prior-year
periods, was primarily due to a pre-tax loss during the 2020 periods, as well as
a change in the jurisdictional mix of earnings. Our effective tax rate differs
from the U.S. statutory rate primarily due to the impact of GILTI inclusions,
state income taxes, foreign taxes, other non-deductible permanent items and
discrete items (such as share-based compensation).



Net Income (Loss)


Our net income (loss) for the three-month periods ended September 30, 2021 and
2020 was approximately $12.0 million and ($3.0) million, respectively. The
increase in our net income for the three-month period ended September 30, 2021
was the result of several factors, including increased sales and improved gross
margins, lower impairment expense (none in the three-month period ended
September 30, 2021 compared to $20.6 million in the three-month period ended
September 30, 2020), and lower interest expense, partially offset by increased
SG&A expenses, increased R&D expenses and higher contingent consideration
expense ($1.1 million expense in the three-month period ended September 30, 2021
compared to ($4.4) million benefit in the three-month period ended September 30,
2020).

Our net income (loss) for the nine-month periods ended September 30, 2021 and
2020 was approximately $27.8 million and ($25.2) million, respectively. This
increase in our net income for the nine-month period ended September 30, 2021
was the result of several factors, including increased sales and improved gross
margins, the $18.2 million legal settlement related to the DOJ inquiry recorded
in the prior-year period, lower impairment expense ($4.3 million in the
nine-month period ended September 30, 2021 compared to $28.3 million in the
nine-month period ended September 30, 2020), and lower interest expense,
partially offset by increased SG&A expenses, which included approximately $6
million of contract termination costs, higher contingent consideration expense
($3.3 million in the nine-month period ended September 30, 2021 compared to $0.9
million in the nine-month period ended September 30, 2020) and increased R&D
expenses.


LIQUIDITY AND CAPITAL RESOURCES

Capital Commitments, Contractual Obligations and Cash Flows



At September 30, 2021 and December 31, 2020, our current assets exceeded current
liabilities by $250.0 million and $244.7 million, respectively, and we had cash
and cash equivalents of approximately $68.9 million and $56.9 million,
respectively, of which approximately $63.7 million and $42.3 million,
respectively, were held by foreign subsidiaries. We currently believe future
repatriation of cash and other property held by our foreign subsidiaries will
generally not be subject to U.S. federal income tax. As a result, we are not
permanently reinvested with respect to our historic unremitted foreign

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earnings. In addition, cash held by our subsidiary in China is subject to local
laws and regulations that require government approval for the transfer of such
funds to entities located outside of China. As of September 30, 2021, and
December 31, 2020, we had cash and cash equivalents of approximately $33.6
million and $15.5 million, respectively, within our subsidiary in China.

Cash flows provided by operating activities. We generated cash from operating
activities of approximately $101.4 million and $128.4 million during the
nine-month periods ended September 30, 2021 and 2020, respectively. Net cash
provided by operating activities decreased approximately $26.9 million for the
nine-month period ended September 30, 2021 compared to the nine-month period
ended September 30, 2020. Significant factors affecting operating cash flows
during these periods included:

Net income (loss) was approximately $27.8 million and ($25.2) million for the

nine-month periods ended September 30, 2021 and 2020, respectively. This

? improvement in earnings was offset by a decrease in the non-cash adjustment for

the write-off of certain intangible and other long-term assets within the

statement of cash flows of $4.4 million and $28.4 million for the nine-month


   periods ended September 30, 2021 and 2020, respectively.


   Cash provided by (used for) accounts receivable was approximately ($6.2)

million and $13.0 million for the nine-month periods ended September 30, 2021

? and 2020, respectively, due primarily to increased sales volume during the

nine-month period ended September 30, 2021 compared to the corresponding period

of 2020.

Cash provided by (used for) inventories was approximately ($11.2) million and

$15.7 million for the nine-month periods ended September 30, 2021 and 2020,

? respectively, due primarily to efforts to manage inventory levels to support

the growth in sales and reduced production in the prior-year period during the

economic downturn related to the COVID-19 pandemic.




Cash flows used in investing activities. We used cash in investing activities of
approximately $22.6 million and $36.8 million for the nine-month periods ended
September 30, 2021 and 2020, respectively. We used cash for capital expenditures
of property and equipment of approximately $19.6 million and $35.6 million in
the nine-month periods ended September 30, 2021 and 2020, respectively. Capital
expenditures in each period were primarily related to investment in facilities
and property and equipment to support development and production of our
products, and in 2020, these investments included construction of a new
manufacturing and research and development facility in South Jordan, Utah,
completed in early 2020. Historically, we have incurred significant expenses in
connection with facility construction, production automation, product
development and the introduction of new products. We anticipate that we will
spend approximately $30 to $40 million in 2021 for buildings, property and
equipment.

Cash outflows invested in acquisitions for the nine-month periods ended September 30, 2021 and 2020 were approximately $1.9 million and $0.3 million, respectively. Cash paid for acquisitions for the nine-month period ended September 30, 2021 were primarily related to our settlement of the first deferred payment for our acquisition of KA Medical completed in November 2020.


Cash flows used in financing activities. Cash used in financing activities for
the nine-month periods ended September 30, 2021 and 2020 was approximately $66.0
million and $91.2 million, respectively. We decreased our net borrowings by
approximately $72.6 and $82.3 million for the nine-month periods ended September
30, 2021 and 2020, respectively, by paying down our debt. We completed payment
of contingent consideration of $10.6 million and $13.0 million for the
nine-month periods ended September 30, 2021 and 2020, respectively, which is
classified as a financing activity, principally related to our acquisitions of
Vascular Insights and Cianna Medical, Inc, respectively.

As of September 30, 2021, we had outstanding borrowings of approximately $279
million under the Third Amended Credit Agreement, with additional available
borrowings of approximately $456 million, based on the maximum net leverage
ratio and the aggregate revolving credit commitment pursuant to the Third
Amended Credit Agreement. Our interest rate as of September 30, 2021 was a fixed
rate of 2.71% on $75 million as a result of an interest rate swap and a variable
floating rate of 1.08% on $204.0 million. Our interest rate as of
December 31, 2020 was a fixed rate of 2.37% on $175 million as a result of an
interest rate swap and a variable floating rate of 1.40% on $176.6 million.

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We currently believe that our existing cash balances, anticipated future cash
flows from operations and borrowings under the Third Amended Credit Agreement
will be adequate to fund our current and currently planned future operations for
the next twelve months and the foreseeable future. In the event we pursue and
complete significant transactions or acquisitions in the future, additional
funds will likely be required to meet our strategic needs, which may require us
to raise additional funds in the debt or equity markets.

Off-Balance Sheet Arrangements



Off-balance sheet arrangements are reported in Part II, Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of Operations." of
the 2020 Annual Report on Form 10-K. In the three and nine-month periods ended
September 30, 2021, there were no material changes from the information provided
therein.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial results are affected by the selection and application of accounting policies and methods. In the three and nine-month periods ended September 30, 2021, there were no changes to the application of critical accounting policies previously disclosed in Part II, Item 7 of the 2020 Annual Report on Form 10-K.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS





This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements
in this report, other than statements of historical fact, are "forward-looking
statements" for purposes of these provisions, including, without limitation, any
projections of earnings, revenues or other financial items, any statements of
the plans and objectives of our management for future operations, any statements
concerning proposed new products or services, any statements regarding the
integration, development or commercialization of the business or any assets
acquired from other parties, any statements regarding future economic conditions
or performance, and any statements of assumptions underlying any of the
foregoing. All forward-looking statements included in this report are made as of
the date hereof and are based on information available to us as of such date. We
assume no obligation to update any forward-looking statement. In some cases,
forward-looking statements can be identified by the use of terminology such as
"may," "will," "expects," "plans," "should," "anticipates," "intends," "seeks,"
"believes," "estimates," "potential," "forecasts," "continue," or other forms of
these words or similar words or expressions, or the negative thereof or other
comparable terminology. Although we believe that the expectations reflected in
the forward-looking statements contained herein are reasonable, there can be no
assurance that such expectations or any of the forward-looking statements will
prove to be correct. Actual results will likely differ, and could differ
materially, from those projected or assumed in the forward-looking statements.
Prospective investors are cautioned not to unduly rely on any such
forward-looking statements.

All forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by these cautionary statements.
Our actual results will likely differ, and may differ materially, from
anticipated results. Financial estimates are subject to change and are not
intended to be relied upon as predictions of future operating results, and we
assume no obligation to update or disclose revisions to those estimates. If we
do update or correct one or more forward-looking statements, investors and
others should not conclude that we will make additional updates or corrections.

NOTICE REGARDING TRADEMARKS


This report includes trademarks, tradenames and service marks that are our
property or the property of others. Solely for convenience, such trademarks and
tradenames sometimes appear without any "™" or "®" symbol. However, failure to
include such symbols is not intended to suggest, in any way, that we will not
assert our rights or the rights of any applicable licensor, to these trademarks
and tradenames.

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