0000856982-21-000028 | 10-Q | XBRL Viewer | Merit Medical Systems INC

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2021	Nov. 04, 2021
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	0-18592
Entity Registrant Name	MERIT MEDICAL SYSTEMS INC
Entity Incorporation, State or Country Code	UT
Entity Central Index Key	0000856982
Entity Tax Identification Number	87-0447695
Entity Address, Address Line One	1600 West Merit Parkway
Entity Address, City or Town	South Jordan
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84095
City Area Code	801
Local Phone Number	253-1600
Title of 12(b) Security	Common Stock, no par
Trading Symbol	MMSI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		56,458,464
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 68,904	$ 56,916
Trade receivables - net of allowance for credit losses - 2021 - $6,444 and 2020 - $5,313	150,780	146,641
Other receivables	10,659	7,774
Inventories	208,081	198,019
Prepaid expenses and other current assets	18,778	13,120
Prepaid income taxes	3,679	3,688
Income tax refund receivables	2,561	3,549
Total current assets	463,442	429,707
Property and equipment:
Land and land improvements	25,394	28,400
Buildings	190,335	188,878
Manufacturing equipment	275,155	268,894
Furniture and fixtures	62,445	61,586
Leasehold improvements	45,750	48,800
Construction-in-progress	51,756	46,889
Total property and equipment	650,835	643,447
Less accumulated depreciation	(277,379)	(260,719)
Property and equipment - net	373,456	382,728
Other assets:
Goodwill	362,000	363,533
Deferred income tax assets	4,581	4,597
Right-of-use operating lease assets	68,078	78,240
Other assets	40,672	37,676
Total other assets	806,268	851,961
Total assets	1,643,166	1,664,396
Current liabilities:
Trade payables	51,077	49,837
Accrued expenses	141,929	111,944
Current portion of long-term debt	7,500	7,500
Short-term operating lease liabilities	11,119	12,903
Income taxes payable	1,850	2,820
Total current liabilities	213,475	185,004
Long-term debt	271,181	343,722
Deferred income tax liabilities	33,238	33,312
Long-term income taxes payable	347	347
Liabilities related to unrecognized tax benefits	1,016	1,016
Deferred compensation payable	17,414	16,808
Deferred credits	1,842	1,923
Long-term operating lease liabilities	63,505	70,941
Other long-term obligations	27,772	52,748
Total liabilities	629,790	705,821
Commitments and contingencies
Stockholders' equity:
Preferred stock - 5,000 shares authorized as of September 30, 2021 and December 31, 2020; no shares issued	0	0
Common stock, no par value; shares authorized - 2021 and 2020 - 100,000; issued and outstanding as of September 30, 2021 - 56,452 and December 31, 2020 - 55,623	633,948	606,224
Retained earnings	385,644	357,803
Accumulated other comprehensive loss	(6,216)	(5,452)
Total stockholders' equity	1,013,376	958,575
Total liabilities and stockholders' equity	1,643,166	1,664,396
Developed technology
Other assets:
Intangible assets	287,117	318,059
Other
Other assets:
Intangible assets	$ 43,820	$ 49,856

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Trade receivables, allowances	$ 6,444	$ 5,313
Stockholders' equity:
Preferred stock shares authorized (in shares)	5,000	5,000
Preferred stock shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock shares authorized (in shares)	100,000	100,000
Common stock shares issued (in shares)	56,452	55,623
Common stock shares outstanding (in shares)	56,452	55,623
Developed technology
Other assets:
Intangibles, accumulated amortization	$ 223,814	$ 193,164
Other
Other assets:
Intangibles, accumulated amortization	$ 63,030	$ 56,943

CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Net sales	$ 267,021	$ 243,975	$ 796,259	$ 705,871
Cost of sales	146,527	141,961	439,732	415,857
Gross profit	120,494	102,014	356,527	290,014
Operating expenses:
Selling, general and administrative	86,474	72,215	259,061	217,790
Research and development	16,974	13,506	50,841	42,404
Legal settlement				18,200
Impairment charges	0	20,585	4,283	28,305
Contingent consideration expense (benefit)	1,115	(4,356)	3,322	884
Total operating expenses	104,563	101,950	317,507	307,583
Income (loss) from operations	15,931	64	39,020	(17,569)
Other income (expense):
Interest income	104	67	668	234
Interest expense	(1,233)	(2,197)	(4,156)	(8,056)
Other expense - net	(625)	(118)	(1,796)	(1,085)
Total other expense - net	(1,754)	(2,248)	(5,284)	(8,907)
Income (loss) before income taxes	14,177	(2,184)	33,736	(26,476)
Income tax expense (benefit)	2,210	825	5,895	(1,255)
Net income (loss)	$ 11,967	$ (3,009)	$ 27,841	$ (25,221)
Earnings (loss) per common share
Basic (in dollars per share)	$ 0.21	$ (0.05)	$ 0.50	$ (0.46)
Diluted (in dollars per share)	$ 0.21	$ (0.05)	$ 0.49	$ (0.46)
Weighted average shares outstanding
Basic (in shares)	56,302	55,505	56,033	55,386
Diluted (in shares)	57,549	55,505	57,274	55,386

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 11,967	$ (3,009)	$ 27,841	$ (25,221)
Other comprehensive income (loss):
Cash flow hedges	1,522	(592)	5,442	(7,875)
Income tax benefit (expense)	(377)	152	(1,349)	2,027
Foreign currency translation adjustment	(2,873)	3,545	(5,535)	1,944
Income tax benefit (expense)	346	(117)	678	(127)
Total other comprehensive income (loss)	(1,382)	2,988	(764)	(4,031)
Total comprehensive income (loss)	$ 10,585	$ (21)	$ 27,077	$ (29,252)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

+ Details

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Retained Earnings Reclassify upon adoption of ASU	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Reclassify upon adoption of ASU	Total
Beginning balance (ASU 2016-13) at Dec. 31, 2019		$ (575)			$ (575)
Beginning balance at Dec. 31, 2019	$ 587,017		$ 368,221	$ (5,294)		$ 949,944
Beginning balance (in shares) at Dec. 31, 2019	55,213
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			(3,154)			(3,154)
Other comprehensive income (loss)				(9,465)		(9,465)
Stock-based compensation expense	$ 2,641					2,641
Options exercised	$ 2,369					2,369
Options exercised (in shares)	174
Issuance of common stock under Employee Stock Purchase Plan	$ 371					371
Issuance of common stock under Employee Stock Purchase Plans (in shares)	13
Shares surrendered in exchange for payment of payroll tax liabilities	$ (866)					(866)
Shares surrendered in exchange for payment of payroll tax liabilities (in shares)	(23)
Shares surrendered in exchange for exercise of stock options	$ (1,467)					(1,467)
Shares surrendered in exchange for exercise of stock options (in shares)	(39)
Ending balance at Mar. 31, 2020	$ 590,065		364,492	(14,759)		939,798
Ending balance (in shares) at Mar. 31, 2020	55,338
Beginning balance (ASU 2016-13) at Dec. 31, 2019		$ (575)			$ (575)
Beginning balance at Dec. 31, 2019	$ 587,017		368,221	(5,294)		949,944
Beginning balance (in shares) at Dec. 31, 2019	55,213
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)						(25,221)
Other comprehensive income (loss)						(4,031)
Shares surrendered in exchange for exercise of stock options						(1,467)
Ending balance at Sep. 30, 2020	$ 600,737		342,425	(9,325)		933,837
Ending balance (in shares) at Sep. 30, 2020	55,538
Beginning balance at Mar. 31, 2020	$ 590,065		364,492	(14,759)		939,798
Beginning balance (in shares) at Mar. 31, 2020	55,338
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			(19,058)			(19,058)
Other comprehensive income (loss)				2,446		2,446
Stock-based compensation expense	$ 3,197					3,197
Options exercised	$ 2,229					2,229
Options exercised (in shares)	138
Issuance of common stock under Employee Stock Purchase Plan	$ 235					235
Issuance of common stock under Employee Stock Purchase Plans (in shares)	5
Ending balance at Jun. 30, 2020	$ 595,726		345,434	(12,313)		928,847
Ending balance (in shares) at Jun. 30, 2020	55,481
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			(3,009)			(3,009)
Other comprehensive income (loss)				2,988		2,988
Stock-based compensation expense	$ 3,794					3,794
Options exercised	$ 950					950
Options exercised (in shares)	50
Issuance of common stock under Employee Stock Purchase Plan	$ 267					267
Issuance of common stock under Employee Stock Purchase Plans (in shares)	7
Ending balance at Sep. 30, 2020	$ 600,737		342,425	(9,325)		933,837
Ending balance (in shares) at Sep. 30, 2020	55,538
Beginning balance at Dec. 31, 2020	$ 606,224		357,803	(5,452)		$ 958,575
Beginning balance (in shares) at Dec. 31, 2020	55,623					55,623
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			10,958			$ 10,958
Other comprehensive income (loss)				(1,730)		(1,730)
Stock-based compensation expense	$ 3,310					3,310
Options exercised	$ 5,897					5,897
Options exercised (in shares)	291
Issuance of common stock under Employee Stock Purchase Plan	$ 263					263
Issuance of common stock under Employee Stock Purchase Plans (in shares)	5
Shares issued from time-vested restricted stock units (in shares)	25
Shares surrendered in exchange for payment of payroll tax liabilities	$ (488)					(488)
Shares surrendered in exchange for payment of payroll tax liabilities (in shares)	(9)
Shares surrendered in exchange for exercise of stock options	$ (93)					(93)
Shares surrendered in exchange for exercise of stock options (in shares)	(2)
Ending balance at Mar. 31, 2021	$ 615,113		368,761	(7,182)		976,692
Ending balance (in shares) at Mar. 31, 2021	55,933
Beginning balance at Dec. 31, 2020	$ 606,224		357,803	(5,452)		$ 958,575
Beginning balance (in shares) at Dec. 31, 2020	55,623					55,623
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)						$ 27,841
Other comprehensive income (loss)						(764)
Shares surrendered in exchange for exercise of stock options						(179)
Ending balance at Sep. 30, 2021	$ 633,948		385,644	(6,216)		$ 1,013,376
Ending balance (in shares) at Sep. 30, 2021	56,452					56,452
Beginning balance at Mar. 31, 2021	$ 615,113		368,761	(7,182)		$ 976,692
Beginning balance (in shares) at Mar. 31, 2021	55,933
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			4,916			4,916
Other comprehensive income (loss)				2,348		2,348
Stock-based compensation expense	$ 2,765					2,765
Options exercised	$ 5,455					5,455
Options exercised (in shares)	253
Issuance of common stock under Employee Stock Purchase Plan	$ 258					258
Issuance of common stock under Employee Stock Purchase Plans (in shares)	4
Shares issued from time-vested restricted stock units (in shares)	34
Ending balance at Jun. 30, 2021	$ 623,591		373,677	(4,834)		992,434
Ending balance (in shares) at Jun. 30, 2021	56,224
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)			11,967			11,967
Other comprehensive income (loss)				(1,382)		(1,382)
Stock-based compensation expense	$ 4,411					4,411
Options exercised	$ 5,806					5,806
Options exercised (in shares)	225
Issuance of common stock under Employee Stock Purchase Plan	$ 314					314
Issuance of common stock under Employee Stock Purchase Plans (in shares)	5
Shares surrendered in exchange for payment of payroll tax liabilities	$ (88)					(88)
Shares surrendered in exchange for payment of payroll tax liabilities (in shares)	(1)
Shares surrendered in exchange for exercise of stock options	$ (86)					(86)
Shares surrendered in exchange for exercise of stock options (in shares)	(1)
Ending balance at Sep. 30, 2021	$ 633,948		$ 385,644	$ (6,216)		$ 1,013,376
Ending balance (in shares) at Sep. 30, 2021	56,452					56,452

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 27,841	$ (25,221)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	63,173	70,458
Gain on sale of business		(508)
Loss on sales and/or abandonment of property and equipment	630	1,303
Write-off of certain intangible assets and other long-term assets	4,412	28,409
Amortization of right-of-use operating lease assets	8,941	9,522
Fair value adjustments to contingent consideration	3,322	884
Amortization of deferred credits	(81)	(103)
Amortization of long-term debt issuance costs	453	453
Stock-based compensation expense	11,589	10,268
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Trade receivables	(6,180)	13,049
Other receivables	(3,173)	1,170
Inventories	(11,180)	15,668
Prepaid expenses and other current assets	(6,251)	(3,929)
Prepaid income taxes		(35)
Income tax refund receivables	960	(8,666)
Other assets	(3,638)	(1,088)
Trade payables	1,181	(2,682)
Accrued expenses	19,575	22,591
Income taxes payable	(1,600)	1,079
Deferred compensation payable	606	541
Operating lease liabilities	(9,365)	(9,398)
Other long-term obligations	201	4,590
Total adjustments	73,575	153,576
Net cash provided by operating activities	101,416	128,355
Capital expenditures for:
Property and equipment	(19,612)	(35,590)
Intangible assets	(2,121)	(2,499)
Proceeds from the sale of property and equipment	1,037	33
Proceeds from sale of business		1,285
Cash received for settlement of current note receivable		250
Cash paid in acquisitions, net of cash acquired	(1,858)	(260)
Net cash used in investing activities	(22,554)	(36,781)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	17,814	4,954
Proceeds from issuance of long-term debt	73,251	46,051
Payments on long-term debt	(145,876)	(128,306)
Contingent payments related to acquisitions	(10,579)	(12,991)
Payment of taxes related to an exchange of common stock	(576)	(866)
Net cash used in financing activities	(65,966)	(91,158)
Effect of exchange rates on cash	(908)	(185)
Net increase in cash and cash equivalents	11,988	231
CASH AND CASH EQUIVALENTS:
Beginning of period	56,916	44,320
End of period	68,904	44,551
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest (net of capitalized interest of $345 and $679, respectively)	4,155	8,138
Income taxes	6,166	6,449
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases in accounts payable	2,842	2,726
Current note receivable converted to equity investment		899
Proceeds from sale of business in other receivables		321
Merit common stock surrendered (3 and 39 shares, respectively) in exchange for exercise of stock options	179	1,467
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	$ 827	$ 7,285

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Statement of Cash Flows [Abstract]
Net capitalized interest	$ 345	$ 679
Common stock surrendered in exchange for exercise of stock options (in shares)	3	39

Basis of Presentation and Other Items

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Other Items

1. Basis of Presentation and Other Items. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three and nine-month periods ended September 30, 2021 and 2020 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of September 30, 2021 and December 31, 2020, and our results of operations and cash flows for the three and nine-month periods ended September 30, 2021 and 2020. The results of operations for the three and nine-month periods ended September 30, 2021 and 2020 are not necessarily indicative of the results for a full-year period. Percentages and earnings per share amounts presented are calculated from the underlying amounts. These interim consolidated financial statements should be read in conjunction with the financial statements and risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report on Form 10-K”).

Recently Issued Financial Accounting Standards

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Recently Issued Financial Accounting Standards

2. Recently Issued Financial Accounting Standards. In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions in accounting for modifications of contracts that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which amends the scope of ASU 2020-04. ASU 2020-04 and ASU 2021-01 were effective as of March 12, 2020, and the provisions of these updates may be applied prospectively to transactions through December 31, 2022, when reference rate reform activity is expected to be completed. As of September 30, 2021, we had not modified any contracts as a result of reference rate reform. We are currently assessing the anticipated impact of these standards on our consolidated financial statements.

We currently believe that all other issued and not yet effective accounting standards are not materially relevant to our financial statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

+ References

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+ Details

Revenue from Contracts with Customers

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Revenue from Contracts with Customers

3. Revenue from Contracts with Customers. We recognize revenue when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration we expect to receive in exchange for these goods. Our revenue recognition policies have not changed from those disclosed in Note 1 to our consolidated financial statements in Item 8 of the 2020 Annual Report on Form 10-K.

Disaggregation of Revenue

Our revenue is disaggregated based on reporting segment, product category and geographical region. We design, develop, manufacture and market 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 original equipment manufacturer (“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.

The following tables present revenue from contracts with customers by reporting segment, product category and geographical region for the three and nine-month periods ended September 30, 2021 and 2020 (in thousands):


	Three Months Ended						Three Months Ended
	September 30, 2021						September 30, 2020
	United States		International		Total		United States		International		Total
Cardiovascular
Peripheral Intervention	$	61,282	$	39,777	$	101,059	$	55,014	$	31,764	$	86,778
Cardiac Intervention		30,562		49,251		79,813		28,661		40,428		69,089
Custom Procedural Solutions		27,895		21,540		49,435		32,048		24,381		56,429
OEM		25,025		4,372		29,397		20,293		3,824		24,117
Total		144,764		114,940		259,704		136,016		100,397		236,413

Endoscopy
Endoscopy devices		6,741		576		7,317		7,093		469		7,562

Total	$	151,505	$	115,516	$	267,021	$	143,109	$	100,866	$	243,975


	Nine Months Ended						Nine Months Ended
	September 30, 2021						September 30, 2020
	United States		International		Total		United States		International		Total
Cardiovascular
Peripheral Intervention	$	181,383	$	118,190	$	299,573	$	153,431	$	93,057	$	246,488
Cardiac Intervention		93,030		147,173		240,203		79,954		127,731		207,685
Custom Procedural Solutions		80,179		63,313		143,492		80,845		68,524		149,369
OEM		75,335		14,399		89,734		67,566		13,026		80,592
Total		429,927		343,075		773,002		381,796		302,338		684,134

Endoscopy
Endoscopy devices		21,721		1,536		23,257		20,509		1,228		21,737

Total	$	451,648	$	344,611	$	796,259	$	402,305	$	303,566	$	705,871

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Acquisitions

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Acquisitions

4. Acquisitions. On November 6, 2020, we entered into a unit purchase agreement to acquire KA Medical, LLC (“KA Medical”). Subject to the terms and conditions of the unit purchase agreement, we paid $10.4 million in cash at closing, net of cash acquired, subject to adjustments for working capital and other matters, with additional deferred payments consisting of $1.5 million, which we paid during the three months ended June 30, 2021, and $2.5 million, which is payable no later than 12 months following the acquisition date. KA Medical developed the Micro Plug^TM Set, a self-expanding nitinol vascular occlusion device, which is FDA-cleared in the US and CE marked in Europe. We accounted for this acquisition as a business combination. The sales and results of operations related to the acquisition have been included in our cardiovascular segment since the acquisition date and are not materially relevant to our financial statements.

Acquisition-related costs associated with the KA Medical acquisition, which were included in selling, general and administrative expenses, were not material. The purchase price was preliminarily allocated as follows (in thousands):


Assets Acquired
Trade receivables	$	24
Other receivables		13
Inventories		216
Property and equipment		298
Other long-term assets		147
Intangible assets
Developed technology		6,000
Goodwill		8,283
Total assets acquired		14,981

Liabilities Assumed
Trade payables		(31)
Accrued expenses		(507)
Total liabilities assumed		(538)

Total net assets acquired	$	14,443

We are amortizing the developed technology intangible asset acquired through KA Medical over 17 years. The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for income tax purposes. The pro forma impact of the KA Medical acquisition was not significant to our financial results for the three and nine-month periods ended September 30, 2020. Operating results attributable to the KA Medical acquisition were included in our consolidated statements of income (loss) for the three and nine-month periods ended September 30, 2021.

Inventories

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Inventories

5. Inventories. Inventories at September 30, 2021 and December 31, 2020 consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Finished goods	$	115,396	$	110,933
Work-in-process		33,299		19,308
Raw materials		59,386		67,778
Total inventories	$	208,081	$	198,019

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

6. Goodwill and Intangible Assets. The change in the carrying amount of goodwill for the nine-month period ended September 30, 2021 is detailed as follows (in thousands):


	2021
Goodwill balance at January 1	$	363,533
Effect of foreign exchange		(1,533)
Goodwill balance at September 30	$	362,000

Total accumulated goodwill impairment losses aggregated to approximately $8.3 million as of September 30, 2021 and December 31, 2020. We did not have any goodwill impairments for the nine-month periods ended September 30, 2021 and 2020. The total goodwill balance as of September 30, 2021 and December 31, 2020 was related to our cardiovascular segment.

Other intangible assets at September 30, 2021 and December 31, 2020 consisted of the following (in thousands):


	September 30, 2021
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	25,635	$	(7,826)	$	17,809
Distribution agreements		3,250		(2,469)		781
License agreements		12,678		(7,478)		5,200
Trademarks		30,252		(14,566)		15,686
Customer lists		35,035		(30,691)		4,344
Total	$	106,850	$	(63,030)	$	43,820


	December 31, 2020
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	23,669	$	(6,460)	$	17,209
Distribution agreements		3,250		(2,319)		931
License agreements		14,453		(6,647)		7,806
Trademarks		30,273		(12,414)		17,859
Customer lists		35,154		(29,103)		6,051
Total	$	106,799	$	(56,943)	$	49,856

Aggregate amortization expense for the three and nine-month periods ended September 30, 2021 was approximately $12.4 million and $37.3 million, respectively. Aggregate amortization expense for the three and nine-month periods ended September 30, 2020 was approximately $14.4 million and $44.2 million, respectively.

We evaluate long-lived assets, including amortizing intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We perform the impairment analysis at the asset group for which the lowest level of identifiable cash flows is largely independent of the cash flows of other assets and liabilities. We determine the fair value of our amortizing assets based on estimated future cash flows discounted back to their present value using a discount rate that reflects the risk profiles of the underlying activities. During the nine-month periods ended September 30, 2021 and 2020, we identified indicators of impairment associated with certain acquired intangible assets within the asset groups based on our qualitative assessment. The primary indicator of impairment was our planned discontinuance of the Advocate™ Peripheral Angioplasty Balloon product line, sold under our license agreements with ArraVasc Limited (“ArraVasc”). We recorded an impairment charge for the remaining carrying value of ArraVasc intangible assets of approximately $1.6 million during the nine months ended September 30, 2021, all of which pertained to our cardiovascular segment.

We recorded total impairment charges associated with intangible assets in our cardiovascular segment for the three and nine-month periods ended September 30, 2020 of approximately $18.1 million and $20.5 million, respectively. These expenses are reflected within impairment charges in our consolidated statements of income (loss). The primary factors driving impairment of certain intangible assets for the three and nine-month periods ended September 30, 2020 were planned closure and restructuring activities and uncertainty about future product development and commercialization associated with the acquired technologies due in part to the economic impacts of the COVID-19 pandemic. The intangible impairment charges related to a write-off or reduction in value of intangible assets from our August 2017 acquisition of certain assets from Laurane Medical S.A.S, our license agreements with ArraVasc Limited, intangible assets from our May 2018 acquisition of certain assets from DirectACCESS Medical, LLC, in-process technology intangible assets of Sontina Medical LLC we acquired through our February 2018 acquisition of certain divested assets from Becton, Dickinson and Company, and a customer list intangible asset from our October 2017 acquisition of ITL Healthcare Pty Ltd (“ITL”).

See Note 14 for additional details regarding impairment charges recorded in the three and nine-month periods ended September 30, 2021 and 2020.

Estimated amortization expense for the developed technology and other intangible assets for the next five years consisted of the following as of September 30, 2021 (in thousands):


Year Ending December 31,	Estimated Amortization Expense
Remaining 2021	$	12,279
2022		48,158
2023		47,060
2024		44,126
2025		42,354

Income Taxes

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes. 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 global intangible low-taxed income (“GILTI”) inclusions, state income taxes, foreign taxes, other non-deductible permanent items and discrete items (such as share-based compensation).

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Revolving Credit Facility and Long-Term Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Revolving Credit Facility and Long-Term Debt

8. Revolving Credit Facility and Long-Term Debt. Principal balances outstanding under our long-term debt obligations as of September 30, 2021 and December 31, 2020 consisted of the following (in thousands):


	September 30, 2021		December 31, 2020
Term loans	$	135,000	$	140,625
Revolving credit loans		144,000		211,000
Less unamortized debt issuance costs		(319)		(403)
Total long-term debt		278,681		351,222
Less current portion		7,500		7,500
Long-term portion	$	271,181	$	343,722

Third Amended and Restated Credit Agreement

On July 31, 2019, we entered into a Third Amended and Restated Credit Agreement (the "Third Amended Credit Agreement"). The Third Amended Credit Agreement is a syndicated loan agreement with Wells Fargo Bank, National Association and other parties. The Third Amended Credit Agreement amends and restates in its entirety our previously outstanding Second Amended and Restated Credit Agreement and all amendments thereto. The Third Amended Credit Agreement provides for a term loan of $150 million and a revolving credit commitment up to an aggregate amount of $600 million, inclusive of sub-facilities for multicurrency borrowings, standby letters of credit and swingline loans. On July 31, 2024, all principal, interest and other amounts outstanding under the Third Amended Credit Agreement are payable in full. At any time prior to the maturity date, we may repay any amounts owing under all term loans and revolving credit loans in whole or in part, without premium or penalty, other than breakage fees (as defined in the Third Amended Credit Agreement).

Revolving credit loans denominated in dollars and term loans made under the Third Amended Credit Agreement bear interest, at our election, at either the Base Rate or the Eurocurrency Rate (as such terms are defined in the Third Amended Credit Agreement) plus the Applicable Margin (as defined in the Third Amended Credit Agreement). Revolving credit loans denominated in an Alternative Currency (as defined in the Third Amended Credit Agreement) bear interest at the Eurocurrency Rate plus the Applicable Margin. Swingline loans bear interest at the Base Rate plus the Applicable Margin

(as defined in the Third Amended Credit Agreement). Interest on each Base Rate loan is due and payable on the last business day of each calendar quarter; interest on each Eurocurrency Rate loan is due and payable on the last day of each interest period applicable thereto, and if such interest period extends over three months, at the end of each three-month interval during such interest period.

The Third Amended Credit Agreement is collateralized by substantially all our assets. The Third Amended Credit Agreement contains affirmative and negative covenants, representations and warranties, events of default and other terms customary for loans of this nature. In particular, the Third Amended Credit Agreement requires that we maintain certain financial covenants, as follows:


	Covenant Requirement
Consolidated Total Leverage Ratio ⁽¹⁾		4.0 to 1.0
Consolidated Interest Coverage Ratio ⁽²⁾		3.0 to 1.0
Facility Capital Expenditures ⁽³⁾		$50 million

(1)	Maximum Consolidated Total Net Leverage Ratio (as defined in the Third Amended Credit Agreement) as of any fiscal quarter end.

(2)	Minimum ratio of Consolidated EBITDA (as defined in the Third Amended Credit Agreement and adjusted for certain expenditures) to Consolidated Interest Expense (as defined in the Third Amended Credit Agreement) for any period of four consecutive fiscal quarters.

(3)	Maximum level of the aggregate amount of all Facility Capital Expenditures (as defined in the Third Amended Credit Agreement) in any fiscal year.

We believe we were in compliance with all covenants set forth in the Third Amended Credit Agreement as of September 30, 2021.

As of September 30, 2021, we had outstanding borrowings of $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 (see Note 9) and a variable floating rate of 1.08% on $204 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. The foregoing fixed rates do not reflect potential future changes in the applicable margin.

Future minimum principal payments on our long-term debt, as of September 30, 2021, were as follows (in thousands):


Years Ending	Future Minimum
December 31,	Principal Payments
Remaining 2021	$	1,875
2022		8,438
2023		11,250
2024		257,437
Total future minimum principal payments	$	279,000

Derivatives

9 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

9. Derivatives.

General. Our earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates, and we seek to mitigate a portion of the risks attributable to those fluctuations by entering into derivative contracts. The derivatives we use are interest rate swaps and foreign currency forward contracts. We recognize derivatives as either assets or liabilities at fair value in the accompanying consolidated balance sheets, regardless of whether or not hedge accounting is applied. We report cash flows arising from our hedging instruments consistent with the classification of cash flows from the underlying hedged items. Accordingly, cash flows associated with our derivative contracts are classified as operating activities in the accompanying consolidated statements of cash flows.

We formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment initially and on an ongoing basis. For qualifying hedges, the change in fair value is deferred in accumulated other comprehensive income, a component of stockholders’ equity in the accompanying consolidated balance sheets, and recognized in earnings at the same time the hedged item affects earnings. Changes in the fair value of derivatives not designated as hedging instruments are recorded in earnings throughout the term of the derivative.

Interest Rate Risk. Our debt bears interest at variable interest rates. Therefore, we are subject to variability in the cash payable for interest expense. In order to mitigate a portion of the risk attributable to such variability, we use a hedging strategy to reduce the variability of cash flows in the interest payments associated with a portion of the variable-rate debt outstanding under our Third Amended Credit Agreement that varies in accordance with changes in the benchmark interest rate.

Derivative Instruments Designated as Cash Flow Hedges

On August 5, 2016, we entered into a pay-fixed, receive-variable interest rate swap with a notional amount of $175 million with Wells Fargo to fix the one-month LIBOR rate at 1.12%. The variable portion of the interest rate swap was tied to the one-month LIBOR rate (the benchmark interest rate). The interest rate swap expired on July 6, 2021.

On December 23, 2019, we entered into a pay-fixed, receive-variable interest rate swap with a notional amount of $75 million with Wells Fargo to fix the one-month LIBOR rate at 1.71% for the period from July 6, 2021 to July 31, 2024. The variable portion of the interest rate swap is tied to the one-month LIBOR rate (the benchmark interest rate). On a monthly basis, the interest rates under both the interest rate swap and the underlying debt reset, the swap is settled with the counterparty, and interest is paid.

On September 30, 2021 and December 31, 2020, our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swap on September 30, 2021 was a liability of approximately $2.5 million, which was partially offset by approximately $0.6 million in deferred taxes. The fair value of our interest rate swaps on December 31, 2020 was a liability of $4.4 million, partially offset by approximately $1.1 million in deferred taxes.

Foreign Currency Risk. We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years. We are exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in Chinese Renminbi, Euros, British Pounds, Mexican Pesos, Brazilian Reals, Australian Dollars, Hong Kong Dollars, Swiss Francs, Swedish Krona, Canadian Dollars, Danish Krone, Japanese Yen, and South Korean Won, among others. We do not use derivative financial instruments for trading or speculative purposes. We do not believe we are subject to any credit risk contingent features related to our derivative contracts, and we seek to manage counterparty risk by allocating derivative contracts among several major financial institutions.

Derivative Instruments Designated as Cash Flow Hedges

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is temporarily reported as a component of other comprehensive income (loss) and then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the hedges is to reduce the variability of cash flows associated with the forecasted purchase or sale of the associated foreign currencies.

We enter into approximately 150 cash flow foreign currency hedges every month. As of September 30, 2021 and December 31, 2020, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of approximately $124.0 million and $168.2 million, respectively.

Derivative Instruments Not Designated as Cash Flow Hedges

We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate that exposure. We enter into approximately 20 foreign currency fair value hedges every month. As of September 30, 2021 and December 31, 2020, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of approximately $92.1 million and $74.8 million, respectively.

Balance Sheet Presentation of Derivative Instruments. As of September 30, 2021 and December 31, 2020, all derivative instruments, both those designated as hedging instruments and those that were not designated as hedging instruments, were recorded at fair value on a gross basis on our consolidated balance sheets. We are not subject to any master netting agreements.

The fair value of derivative instruments on a gross basis was as follows on the dates indicated (in thousands):



Fair Value of Derivative Instruments Designated as Hedging Instruments	Balance Sheet Location	September 30, 2021		December 31, 2020
Assets
Foreign currency forward contracts	Prepaid expenses and other assets	$	1,237	$	1,777
Foreign currency forward contracts	Other assets (long-term)		236		424

(Liabilities)
Interest rate swaps	Accrued expenses		—		(896)
Interest rate swaps	Other long-term obligations		(2,540)		(3,462)
Foreign currency forward contracts	Accrued expenses		(1,779)		(5,281)
Foreign currency forward contracts	Other long-term obligations		(260)		(866)

Fair Value of Derivative Instruments Not Designated as Hedging Instruments	Balance Sheet Location	September 30, 2021		December 31, 2020
Assets
Foreign currency forward contracts	Prepaid expenses and other assets	$	966	$	877

(Liabilities)
Foreign currency forward contracts	Accrued expenses		(1,054)		(2,120)

Income Statement Presentation of Derivative Instruments.

Derivative Instruments Designated as Cash Flow Hedges

Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income (“OCI”), accumulated other comprehensive income (“AOCI”), and net earnings in our consolidated statements of income (loss), consolidated statements of comprehensive income (loss) and consolidated balance sheets (in thousands):


	Amount of Gain/(Loss)					Consolidated Statements				Amount of Gain/(Loss)
	Recognized in OCI					of Income (Loss)				Reclassified from AOCI
	Three Months Ended September 30,					Three Months Ended September 30,				Three Months Ended September 30,
Derivative instrument	2021		2020		Location in statements of income	2021			2020	2021			2020
Interest rate swaps	$	(18)	$	(30)	Interest expense	$	(1,233)	$	(2,197)	$	(319)	$	(425)
Foreign currency forward contracts		33		(1,324)	Revenue		267,021		243,975		(1,500)		157
					Cost of sales		(146,527)		(141,961)		312		(494)


	Amount of Gain/(Loss)					Consolidated Statements				Amount of Gain/(Loss)
	Recognized in OCI					of Income (Loss)				Reclassified from AOCI
	Nine Months Ended September 30,					Nine Months Ended September 30,				Nine Months Ended September 30,
Derivative instrument	2021		2020		Location in statements of income	2021			2020	2021			2020
Interest rate swaps	$	619	$	(6,256)	Interest expense	$	(4,156)	$	(8,056)	$	(1,198)	$	(439)
Foreign currency forward contracts		(83)		(2,596)	Revenue		796,259		705,871		(4,674)		666
					Cost of sales		(439,732)		(415,857)		966		(1,204)

As of September 30, 2021, approximately ($1.2) million, or ($0.9) million after taxes, was expected to be reclassified from accumulated other comprehensive income (loss) to earnings in revenue and cost of sales over the succeeding twelve months. As of September 30, 2021, approximately ($1.2) million, or ($0.9) million after taxes, was expected to be reclassified from accumulated other comprehensive income (loss) to earnings in interest expense over the succeeding twelve months.

Derivative Instruments Not Designated as Hedging Instruments

The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income (loss) for the periods presented (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Derivative Instrument	Location in statements of income (loss)	2021		2020		2021		2020
Foreign currency forward contracts	Other income (expense)	$	39	$	(1,294)	$	(709)	$	1,051

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and Contingencies.

Loan Commitment. On October 11, 2019, we acquired shares of stock in Selio Medical Limited (“Selio”) representing an ownership interest of approximately 19.5%, as well as an option to purchase all ordinary shares of Selio throughout a 45-day period commencing from the date Selio receives FDA 510(k) approval of a medical device it is currently developing, and an option to purchase all remaining shares of Selio on the third anniversary date of the agreement if we elect to purchase all ordinary shares. We have also made a loan of $250,000 to Selio and committed to provide additional loans of up to €2 million at a rate of 5% per annum until one year and 45 days have passed from the date Selio receives FDA Section 510(k) approval of a medical device it is currently developing. Additional loans made to Selio pursuant to our loan agreement, together with the initial advance and all other amounts owed to us by Selio, are secured by Selio’s assets.

Deed of Settlement. In August 2021, we finalized a deed of settlement and paid approximately $6 million of contract termination costs to renegotiate certain terms of our September 1, 2017 share purchase agreement with IntelliMedical Technologies Pty. Ltd. (“Intellimedical”) and terminate certain obligations, including the obligation to make potential future payments of AU$15 million (Australian dollars), pursuant to that agreement. These costs were accrued in selling, general and administrative expenses during the second quarter of 2021.

Litigation. In the ordinary course of business, we are involved in various proceedings, legal actions and claims. These proceedings, actions and claims may involve product liability, intellectual property, contract disputes, employment, governmental inquiries or other matters, including those more fully described below. The outcomes of these matters will generally not be known for prolonged periods of time. In certain proceedings, the claimants may seek damages as well as other compensatory and equitable relief that could result in the payment of significant claims and settlements and/or the imposition of injunctions or other equitable relief. For legal matters for which our management had sufficient information to reasonably estimate our future obligations, a liability representing management’s best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect our financial position, results of operations and cash flows. The ultimate cost to us with respect to such proceedings,

actions and claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows.

Securities Litigation

On December 5, 2019, the Bucks County Employees Retirement Fund filed a complaint against Merit, our Chief Executive Officer and our Chief Financial Officer in the United States District Court for the Central District of California, individually and on behalf of all purchasers of our common stock between February 26, 2019 and October 30, 2019. On February 24, 2020, the court appointed the City of Atlanta Police Pension Fund, the Atlanta Firefighters’ Pension Fund, and the Employees’ Retirement System of the City of Baton Rouge and Parish of East Baton Rouge as Lead Plaintiffs. This action is now captioned In re Merit Medical Systems, Inc. Securities Litigation (Master File No. 8:19-cv-02326-DOC-ADS). On June 30, 2020, Lead Plaintiffs filed a consolidated class action complaint for violations of federal securities laws against Merit, our Chief Executive Officer and our Chief Financial Officer in the United States District Court for the Central District of California, individually and on behalf of all purchasers of our common stock between February 26, 2019 and October 30, 2019. The consolidated class action complaint alleges that defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, and seeks unspecified damages, costs and attorneys’ fees, and equitable relief. We filed a motion to dismiss the action, which the Court denied. We intend to vigorously defend against the lawsuit. We have not recorded an expense related to this matter because any potential loss is not currently probable or reasonably estimable. Additionally, we cannot presently estimate the range of loss, if any, that may result from the matter. It is possible that the ultimate resolution of the foregoing matter, or other similar matters, if resolved in a manner unfavorable to us, may be materially adverse to our business, financial condition, results of operations or liquidity.

Shareholder Derivative Action

On June 3, 2021, Steffen Maute filed a complaint, derivatively on behalf of Merit, against Merit (as a nominal defendant), our Chief Executive Officer, our Chief Financial Officer, our former President of Europe, Middle East and Africa (“EMEA,”) and certain of our directors in the United States District Court for the District of Utah (Case No. 2:21-cv-00346-DBP). The derivative complaint alleges that the individual defendants violated their fiduciary duties owed to Merit and were unjustly enriched at the expense of and to the detriment of Merit between February 2019 and October 2019, and seeks unspecified damages, costs, and professional fees. We intend to vigorously defend against the lawsuit. The proceeding has been stayed until February 2022, subject to the right of either party seeking to lift or extend the stay. We have not recorded an expense related to this matter because any potential loss is not currently probable or reasonably estimable. Additionally, we cannot presently estimate the range of loss, if any, that may result from the matter. It is possible that the ultimate resolution of the foregoing matter, or other similar matters, if resolved in a manner unfavorable to us, may be materially adverse to our business, financial condition, results of operations or liquidity.

Legal costs for proceedings, legal actions and claims discussed, such as outside counsel fees and expenses, are charged to expense in the period(s) incurred.

Earnings (Loss) Per Common Share (EPS)

9 Months Ended

Sep. 30, 2021

Earnings Per Share, Basic and Diluted [Abstract]

Earnings (Loss) Per Common Share (EPS)

11. Earnings (Loss) Per Common Share (EPS). The computation of weighted average shares outstanding and the basic and diluted earnings (loss) per common share for the three and nine-month periods ended September 30, 2021 and 2020 consisted of the following (in thousands, except per share amounts):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net income (loss)	$	11,967	$	(3,009)	$	27,841	$	(25,221)
Average common shares outstanding		56,302		55,505		56,033		55,386
Basic EPS	$	0.21	$	(0.05)	$	0.50	$	(0.46)

Average common shares outstanding		56,302		55,505		56,033		55,386
Effect of dilutive stock awards		1,247		—		1,241		—
Total potential shares outstanding		57,549		55,505		57,274		55,386
Diluted EPS	$	0.21	$	(0.05)	$	0.49	$	(0.46)

Equity awards excluded as the impact was anti-dilutive ⁽¹⁾		419		4,044		815		4,202

(1)	Does not reflect the impact of incremental repurchases under the treasury stock method.

Stock-Based Compensation Expense

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation Expense

12. Stock-Based Compensation Expense. Stock-based compensation expense before income tax expense (benefit) for the three and nine-month periods ended September 30, 2021 and 2020 consisted of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Cost of sales
Nonqualified stock options	$	383	$	336	$	1,019	$	1,022
Research and development
Nonqualified stock options		355		304		910		851
Selling, general and administrative
Nonqualified stock options		2,071		1,948		4,512		5,377
Performance-based restricted stock units		1,193		842		2,896		1,987
Restricted stock units		409		363		1,149		395
Cash-settled performance-based share-based awards ("Liability Awards")		446		270		1,103		636
Total selling, general and administrative		4,119		3,423		9,660		8,395

Stock-based compensation expense before taxes	$	4,857	$	4,063	$	11,589	$	10,268

Nonqualified Stock Options

During the three and nine-month periods ended September 30, 2021, we granted stock options representing 530,500 and 656,350 shares of our common stock, respectively. During the three and nine-month periods ended September 30, 2020, we granted stock options representing 112,500 and 328,994 shares of our common stock, respectively. We use the Black-Scholes methodology to value the stock-based compensation expense for options. In applying the Black-Scholes

methodology to the option grants, the fair value of our stock-based awards granted was estimated using the following assumptions for the periods indicated below:


	Nine Months Ended
	September 30,
	2021	2020
Risk-free interest rate	0.5% - 0.7%	0.3% - 1.7%
Expected option term	4.0 years	4.0 - 5.0 years
Expected dividend yield	—	—
Expected price volatility	46.3% - 46.7%	38.7% - 45.1%

The average risk-free interest rate is determined using the U.S. Treasury rate in effect as of the date of grant, based on the expected term of the stock award. We determine the expected term of stock options using the historical exercise behavior of employees. The expected price volatility was determined using a weighted average of daily historical volatility of our stock price over the corresponding expected option term and implied volatility based on recent trends of the daily historical volatility. For awards with a vesting period, compensation expense is recognized on a straight-line basis over the service period, which corresponds to the vesting period.

We recognize stock-based compensation expense (net of a forfeiture rate), for those awards which are expected to vest, on a straight-line basis over the requisite service period. We estimate the forfeiture rate based on our historical experience and expectations about future forfeitures. As of September 30, 2021, the total remaining unrecognized compensation cost related to non-vested stock options was approximately $29.4 million, which was expected to be recognized over a weighted average period of 2.7 years.

Stock-Settled Performance-Based Restricted Stock Units (“Performance Stock Units”)

During the nine-month periods ended September 30, 2021 and 2020, we granted performance stock units to certain of our executive officers which, as amended, represent up to 128,883 and 127,060 shares of our common stock, respectively. Conversion of the performance stock units occurs at the end of the relevant performance periods, or one year after the agreement date, whichever is later. The conversion ratio is based upon attaining targeted levels of free cash flow (“FCF”) and relative shareholder return as compared to the Russell 2000 Index (“rTSR”), as defined in the award agreements.

We use Monte-Carlo simulations to estimate the grant-date fair value of the performance stock units linked to total shareholder return. The fair value of each performance stock unit was estimated as of the grant date using the following assumptions for awards granted in the periods indicated below:


	Nine Months Ended
	September 30,
	2021	2020
Risk-free interest rate	0.1% - 0.3%	1.1% - 1.3%
Performance period	1.8 - 2.8 years	0.8 - 2.8 years
Expected dividend yield	—	—
Expected price volatility	43.7% - 49.3%	40.2% - 56.1%

The risk-free interest rate of return was determined using the U.S. Treasury rate at the time of grant with a term equal to the expected term of the award. The expected volatility was based on a weighted average volatility of our stock price and the average volatility of our compensation peer group's volatilities. The expected dividend yield was assumed to be zero because, at the time of the grant, we had no plans to declare a dividend.

Compensation expense is recognized using the grant-date fair value for the number of shares that are probable of being awarded based on the performance conditions. Each reporting period, this probability assessment is updated, and cumulative catchups are recorded based on the level of FCF that is expected to be achieved. At the end of the performance period, cumulative expense is calculated based on the actual level of FCF achieved. As of September 30, 2021, the total remaining unrecognized compensation cost related to stock-settled performance stock units was approximately $5.9 million, which is expected to be recognized over a weighted average period of 1.8 years.

Liability Awards

During the nine-month periods ended September 30, 2021 and 2020, we granted liability awards to our Chief Executive Officer with total target cash incentives, each in the amount of $1.0 million. These awards entitle him to a target cash payment based upon attaining targeted levels of FCF and rTSR, as defined in the award agreements. Settlement generally occurs based upon the same performance metrics, vesting period, and performance period as our performance stock units.

The fair value of these awards is remeasured at each reporting period until the awards are settled. These awards are classified as liabilities and reported in accrued expenses and other long-term obligations within our consolidated balance sheet. As of September 30, 2021, the total remaining unrecognized compensation cost related to cash-settled performance-based share-based awards was approximately $2.1 million, which is expected to be recognized over a weighted average period of 1.8 years.

Restricted Stock Units

During the nine-month periods ended September 30, 2021 and 2020, we granted restricted stock units to our non-employee directors representing 26,226 and 33,504 shares of our common stock, respectively. The expense recognized for restricted stock units is equal to the closing stock price on the date of grant, which is recognized over the vesting period. Restricted stock units granted to each director are subject to such director’s continued service through the vesting date, which is one year from the date of grant. As of September 30, 2021, the total remaining unrecognized compensation cost related to restricted stock units was approximately $1.2 million, which will be recognized over a weighted average period of 0.7 years.

Segment Reporting

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Segment Reporting

13. Segment Reporting. 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. We evaluate the performance of our operating segments based on net sales and operating income.

Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three and nine-month periods ended September 30, 2021 and 2020, were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net Sales
Cardiovascular	$	259,704	$	236,413	$	773,002	$	684,134
Endoscopy		7,317		7,562		23,257		21,737
Total net sales		267,021		243,975		796,259		705,871

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)

Total other expense - net		(1,754)		(2,248)		(5,284)		(8,907)
Income tax expense (benefit)		2,210		825		5,895		(1,255)

Net income (loss)	$	11,967	$	(3,009)	$	27,841	$	(25,221)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI http://asc.fasb.org/topic&trid=2134510

+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

14. Fair Value Measurements.

Assets (Liabilities) Measured at Fair Value on a Recurring Basis

Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of September 30, 2021 and December 31, 2020 consisted of the following (in thousands):


			Fair Value Measurements Using
	Total Fair		Quoted prices in		Significant other		Significant
	Value at		active markets		observable inputs		unobservable inputs
	September 30, 2021		(Level 1)		(Level 2)		(Level 3)
Interest rate contract liabilities, long-term ⁽¹⁾	$	(2,540)	$	—	$	(2,540)	$	—
Foreign currency contract assets, current and long-term ⁽²⁾	$	2,439	$	—	$	2,439	$	—
Foreign currency contract liabilities, current and long-term ⁽³⁾	$	(3,093)	$	—	$	(3,093)	$	—
Contingent consideration liabilities	$	(48,483)	$	—	$	—	$	(48,483)


			Fair Value Measurements Using
	Total Fair		Quoted prices in		Significant other		Significant
	Value at		active markets		observable inputs		unobservable inputs
	December 31, 2020		(Level 1)		(Level 2)		(Level 3)
Interest rate contract liabilities, current and long-term ⁽¹⁾	$	(4,358)	$	—	$	(4,358)	$	—
Foreign currency contract assets, current and long-term ⁽²⁾	$	3,078	$	—	$	3,078	$	—
Foreign currency contract liabilities, current and long-term ⁽³⁾	$	(8,267)	$	—	$	(8,267)	$	—
Contingent consideration liabilities	$	(55,750)	$	—	$	—	$	(55,750)

(1)	The fair value of the interest rate contracts is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations in the consolidated balance sheets.

(2)

The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid expenses and other current assets or other long-term assets in the consolidated balance sheets.

(3)

The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations in the consolidated balance sheets.

Certain of our business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue or other milestones. The contingent consideration liability is re-measured at the estimated fair value at the end of each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income (loss) for such period. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liabilities during the three and nine-month periods ended September 30, 2021 and 2020 consisted of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Beginning balance	$	57,477	$	69,100	$	55,750	$	76,709
Contingent consideration expense (benefit)		1,115		(4,356)		3,322		884
Contingent payments made		(10,090)		(130)		(10,579)		(12,991)
Effect of foreign exchange		(19)		51		(10)		63
Ending balance	$	48,483	$	64,665	$	48,483	$	64,665

As of September 30, 2021, approximately $13.2 million in contingent consideration liability was included in other long-term obligations and approximately $35.3 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. As of December 31, 2020, approximately $36.9 million in contingent consideration liability was included in other long-term obligations and approximately $18.8 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. Cash paid to settle the contingent consideration liability recognized at fair value as of the applicable acquisition date has been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows.

The recurring Level 3 measurement of our contingent consideration liabilities included the following significant unobservable inputs at September 30, 2021 and December 31, 2020 (amounts in thousands):


	Fair value at
	September 30,		Valuation			Weighted
Contingent consideration liability	2021		technique	Unobservable inputs	Range	Average⁽¹⁾
Revenue-based royalty payments contingent liability	$	3,560	Discounted cash flow	Discount rate	14% - 16%	15.3%
				Projected year of payments	2021-2034	2026

Revenue milestones contingent liability	$	41,051	Monte Carlo simulation	Discount rate	10.5% - 14%	10.6%
				Projected year of payments	2021-2030	2022

Regulatory approval contingent liability	$	3,872	Scenario-based method	Discount rate	1%
				Probability of milestone payment	80%
				Projected year of payment	2024


	Fair value at
	December 31,		Valuation			Weighted
Contingent consideration liability	2020		technique	Unobservable inputs	Range	Average⁽¹⁾
Revenue-based royalty payments contingent liability	$	4,545	Discounted cash flow	Discount rate	12% - 15%	13.5%
				Projected year of payments	2021-2034	2026

Revenue milestones contingent liability	$	46,305	Monte Carlo simulation	Discount rate	7.5% - 12%	9.0%
				Projected year of payments	2021-2030	2022

Regulatory approval contingent liability	$	4,900	Scenario-based method	Discount rate	1%
				Probability of milestone payment	100%
				Projected year of payment	2021-2024	2022

(1)	Unobservable inputs were weighted by the relative fair value of the instruments. No weighted average is reported for contingent consideration liabilities without a range of unobservable inputs.

The contingent consideration liability is re-measured to fair value each reporting period. Significant increases or decreases in projected revenues, based on our most recent internal operational budgets and long-range strategic plans, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement. Our determination of the fair value of the contingent consideration liability could change in future periods based upon our ongoing evaluation of these significant unobservable inputs. We intend to record any such change in fair value to operating expenses in our consolidated statements of income (loss).

Contingent Payments to Related Parties

During the nine-month period ended September 30, 2020, we made contingent payments of approximately $800,000 to a current director of Merit and former shareholder of Cianna Medical, Inc. (“Cianna Medical”), which we acquired in 2018. We made no such payments during the nine-month period ended September 30, 2021. The terms of the acquisition, including contingent consideration payments, were determined prior to the appointment of the former Cianna Medical shareholder as a Merit director. As a former shareholder of Cianna Medical, the Merit director may be eligible for additional payments for the achievement of sales milestones specified in our merger agreement with Cianna Medical.

Fair Value of Other Assets (Liabilities)

The carrying amount of cash and cash equivalents, receivables, and trade payables approximate fair value because of the immediate, short-term maturity of these financial instruments. Our long-term debt re-prices frequently due to variable rates and entails no significant changes in credit risk and, as a result, we believe the fair value of long-term debt approximates carrying value. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, which use Level 1 inputs.

Impairment Charges

We recognize or disclose the fair value of certain assets, such as non-financial assets, primarily property and equipment, right-of-use operating lease assets, equity investments, intangible assets and goodwill in connection with impairment evaluations. Such assets are reported at carrying value and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Fair value is generally determined based on discounted future cash flow. All our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy.

Intangible Assets. During the nine-month period ended September 30, 2021, we recorded an impairment charge related to acquired intangible assets of approximately $1.6 million. During the three and nine-month periods ended September 30, 2020, we recorded impairment charges related to acquired intangible assets of approximately $18.1 million and $20.5 million, respectively (see Note 6).

Right of Use Operating Lease Assets. During the nine-month periods ended September 30, 2021 and 2020, we identified changes in events and circumstances relating to certain right-of-use (“ROU”) operating lease assets. We compared the anticipated undiscounted cash flows generated by a sublease to the carrying value of the ROU operating lease and related long-lived assets and determined that the carrying values were not recoverable. Consequently, we recorded impairment losses in the nine-month periods ended September 30, 2021 and 2020 of approximately $1.4 million and $1.5 million, respectively, which is equal to the excess of the carrying value of the assets over their estimated fair value. The impairment losses in both periods were driven primarily by site consolidation decisions and changes in our projected cash flows for the ROU operating lease assets and related long-lived assets, due to changes in the real estate market as a result of the COVID-19 pandemic. These changes include an increase in the anticipated time to identify lessees, an increase in anticipated lease concessions, and a decrease in the expected lease rates for the properties. The ROU operating lease asset impairment losses in both 2021 and 2020 pertained to our cardiovascular segment.

Equity Investments and Purchase Options. During the three and nine-month periods ended September 30, 2021, we had no losses related to equity investments and purchase options. During the three-month period ended September 30, 2020 we recorded $2.5 million of impairment expense related to our equity investment of 19.5 percent ownership in preferred shares of Fusion Medical Inc. (“Fusion”) due to uncertainty about future product development and commercialization associated with Fusion’s technology. In addition, during the nine-month period ended September 30, 2020, we recorded a charge of $3.5 million due to our write-off of our purchase option to acquire Bluegrass Vascular Technologies, Inc. (“Bluegrass Vascular”) due to our decision not to exercise our option to purchase the company. The write-off of this equity investment and purchase option pertained to our cardiovascular segment. Our equity investments in privately held companies, including options to acquire these companies, were approximately $14.7 million and $12.0 million as of September 30, 2021 and December 31, 2020, respectively, which are included within other long-term assets in our consolidated balance sheets. We analyze our investments in privately-held companies to determine if they should be

accounted for using the equity method based on our ability to exercise significant influence over operating and financial policies of the company in which we have invested. Investments not accounted for under the equity method of accounting are accounted for at cost minus impairment, if applicable, plus or minus changes in valuation resulting from observable transactions for identical or similar investments.

Property and Equipment. During the nine-month period ended September 30, 2021, we had losses of $1.3 million related to the measurement of property and equipment at fair value based on the planned discontinuance of the Advocate™ Peripheral Angioplasty Balloon product line, sold under our license agreements with ArraVasc, which pertained to our cardiovascular segment. During the nine-month period ended September 30, 2020, we recorded losses of $359,000 based on restructuring activities associated with changes to our distribution agreement with NinePoint Medical, Inc. (“NinePoint”), which pertained to our endoscopy segment.

Notes Receivable

Our outstanding long-term notes receivable, including accrued interest and our allowance for current expected credit losses, were approximately $1.9 million and $2.2 million as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020, we had an allowance for current expected credit losses of approximately $1.2 million and $0.7 million, respectively, associated with these notes receivable and our contractual obligation to extend credit to Selio. We assess the allowance for current expected credit losses on an individual security basis, due to the limited number of securities, using a probability of default model, which is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the expected collectability of securities, and other security specific factors. The table below presents a rollforward of the allowance for current expected credit losses on our notes receivable 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
Beginning balance	$	1,107	$	757	$	730	$	—
Cumulative effect adjustment upon adoption of ASU 2016-13, Credit Losses		—		—		—		575
Provision for credit loss expense		113		46		490		228
Ending balance	$	1,220	$	803	$	1,220	$	803

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2021

Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]

Accumulated Other Comprehensive Income (Loss)

15. Accumulated Other Comprehensive Income (Loss). The changes in each component of accumulated other comprehensive income (loss) for the three and nine-month periods ended September 30, 2021 and 2020 were as follows:


	Cash Flow Hedges		Foreign Currency Translation		Total
Balance as of June 30, 2021	$	(3,992)	$	(842)	$	(4,834)

Other comprehensive income (loss)		15		(2,873)		(2,858)
Income taxes		(377)		346		(31)
Reclassifications to:
Revenue		1,500				1,500
Cost of sales		(312)				(312)
Interest expense		319				319
Net other comprehensive income (loss)		1,145		(2,527)		(1,382)

Balance as of September 30, 2021	$	(2,847)	$	(3,369)	$	(6,216)


	Cash Flow Hedges		Foreign Currency Translation		Total
Balance as of June 30, 2020	$	(5,190)	$	(7,123)	$	(12,313)

Other comprehensive income (loss)		(1,354)		3,545		2,191
Income taxes		152		(117)		35
Reclassifications to:
Revenue		(157)				(157)
Cost of sales		494				494
Interest expense		425				425
Net other comprehensive income (loss)		(440)		3,428		2,988

Balance as of September 30, 2020	$	(5,630)	$	(3,695)	$	(9,325)


	Cash Flow Hedges		Foreign Currency Translation		Total
Balance as of December 31, 2020	$	(6,940)	$	1,488	$	(5,452)

Other comprehensive income (loss)		536		(5,535)		(4,999)
Income taxes		(1,349)		678		(671)
Reclassifications to:
Revenue		4,674				4,674
Cost of sales		(966)				(966)
Interest expense		1,198				1,198
Net other comprehensive income (loss)		4,093		(4,857)		(764)

Balance as of September 30, 2021	$	(2,847)	$	(3,369)	$	(6,216)


	Cash Flow Hedges		Foreign Currency Translation		Total
Balance as of December 31, 2019	$	218	$	(5,512)	$	(5,294)

Other comprehensive income (loss)		(8,852)		1,944		(6,908)
Income taxes		2,027		(127)		1,900
Reclassifications to:
Revenue		(666)				(666)
Cost of sales		1,204				1,204
Interest expense		439				439
Net other comprehensive income (loss)		(5,848)		1,817		(4,031)

Balance as of September 30, 2020	$	(5,630)	$	(3,695)	$	(9,325)

Basis of Presentation (Policies)	9 Months Ended
Basis of Presentation (Policies)	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Other Items	1. Basis of Presentation and Other Items. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three and nine-month periods ended September 30, 2021 and 2020 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of September 30, 2021 and December 31, 2020, and our results of operations and cash flows for the three and nine-month periods ended September 30, 2021 and 2020. The results of operations for the three and nine-month periods ended September 30, 2021 and 2020 are not necessarily indicative of the results for a full-year period. Percentages and earnings per share amounts presented are calculated from the underlying amounts. These interim consolidated financial statements should be read in conjunction with the financial statements and risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report on Form 10-K”).
Recently Issued Financial Accounting Standards	We currently believe that all other issued and not yet effective accounting standards are not materially relevant to our financial statements.
Revenue Recognition	Revenue from Contracts with Customers. We recognize revenue when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration we expect to receive in exchange for these goods. Our revenue recognition policies have not changed from those disclosed in Note 1 to our consolidated financial statements in Item 8 of the 2020 Annual Report on Form 10-K.
Derivatives	Derivatives. General. Our earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates, and we seek to mitigate a portion of the risks attributable to those fluctuations by entering into derivative contracts. The derivatives we use are interest rate swaps and foreign currency forward contracts. We recognize derivatives as either assets or liabilities at fair value in the accompanying consolidated balance sheets, regardless of whether or not hedge accounting is applied. We report cash flows arising from our hedging instruments consistent with the classification of cash flows from the underlying hedged items. Accordingly, cash flows associated with our derivative contracts are classified as operating activities in the accompanying consolidated statements of cash flows. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment initially and on an ongoing basis. For qualifying hedges, the change in fair value is deferred in accumulated other comprehensive income, a component of stockholders’ equity in the accompanying consolidated balance sheets, and recognized in earnings at the same time the hedged item affects earnings. Changes in the fair value of derivatives not designated as hedging instruments are recorded in earnings throughout the term of the derivative. Interest Rate Risk. Our debt bears interest at variable interest rates. Therefore, we are subject to variability in the cash payable for interest expense. In order to mitigate a portion of the risk attributable to such variability, we use a hedging strategy to reduce the variability of cash flows in the interest payments associated with a portion of the variable-rate debt outstanding under our Third Amended Credit Agreement that varies in accordance with changes in the benchmark interest rate. Derivative Instruments Designated as Cash Flow Hedges On August 5, 2016, we entered into a pay-fixed, receive-variable interest rate swap with a notional amount of $175 million with Wells Fargo to fix the one-month LIBOR rate at 1.12%. The variable portion of the interest rate swap was tied to the one-month LIBOR rate (the benchmark interest rate). The interest rate swap expired on July 6, 2021. On December 23, 2019, we entered into a pay-fixed, receive-variable interest rate swap with a notional amount of $75 million with Wells Fargo to fix the one-month LIBOR rate at 1.71% for the period from July 6, 2021 to July 31, 2024. The variable portion of the interest rate swap is tied to the one-month LIBOR rate (the benchmark interest rate). On a monthly basis, the interest rates under both the interest rate swap and the underlying debt reset, the swap is settled with the counterparty, and interest is paid. On September 30, 2021 and December 31, 2020, our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swap on September 30, 2021 was a liability of approximately $2.5 million, which was partially offset by approximately $0.6 million in deferred taxes. The fair value of our interest rate swaps on December 31, 2020 was a liability of $4.4 million, partially offset by approximately $1.1 million in deferred taxes. Foreign Currency Risk. We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years. We are exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in Chinese Renminbi, Euros, British Pounds, Mexican Pesos, Brazilian Reals, Australian Dollars, Hong Kong Dollars, Swiss Francs, Swedish Krona, Canadian Dollars, Danish Krone, Japanese Yen, and South Korean Won, among others. We do not use derivative financial instruments for trading or speculative purposes. We do not believe we are subject to any credit risk contingent features related to our derivative contracts, and we seek to manage counterparty risk by allocating derivative contracts among several major financial institutions. Derivative Instruments Designated as Cash Flow Hedges For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is temporarily reported as a component of other comprehensive income (loss) and then reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the hedges is to reduce the variability of cash flows associated with the forecasted purchase or sale of the associated foreign currencies. Derivative Instruments Not Designated as Cash Flow Hedges We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate that exposure. Balance Sheet Presentation of Derivative Instruments. As of September 30, 2021 and December 31, 2020, all derivative instruments, both those designated as hedging instruments and those that were not designated as hedging instruments, were recorded at fair value on a gross basis on our consolidated balance sheets. We are not subject to any master netting agreements.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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+ Details

Revenue from Contracts with Customers (Tables)

9 Months Ended

Sep. 30, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue


	Three Months Ended						Three Months Ended
	September 30, 2021						September 30, 2020
	United States		International		Total		United States		International		Total
Cardiovascular
Peripheral Intervention	$	61,282	$	39,777	$	101,059	$	55,014	$	31,764	$	86,778
Cardiac Intervention		30,562		49,251		79,813		28,661		40,428		69,089
Custom Procedural Solutions		27,895		21,540		49,435		32,048		24,381		56,429
OEM		25,025		4,372		29,397		20,293		3,824		24,117
Total		144,764		114,940		259,704		136,016		100,397		236,413

Endoscopy
Endoscopy devices		6,741		576		7,317		7,093		469		7,562

Total	$	151,505	$	115,516	$	267,021	$	143,109	$	100,866	$	243,975


	Nine Months Ended						Nine Months Ended
	September 30, 2021						September 30, 2020
	United States		International		Total		United States		International		Total
Cardiovascular
Peripheral Intervention	$	181,383	$	118,190	$	299,573	$	153,431	$	93,057	$	246,488
Cardiac Intervention		93,030		147,173		240,203		79,954		127,731		207,685
Custom Procedural Solutions		80,179		63,313		143,492		80,845		68,524		149,369
OEM		75,335		14,399		89,734		67,566		13,026		80,592
Total		429,927		343,075		773,002		381,796		302,338		684,134

Endoscopy
Endoscopy devices		21,721		1,536		23,257		20,509		1,228		21,737

Total	$	451,648	$	344,611	$	796,259	$	402,305	$	303,566	$	705,871

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2021

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The purchase price was preliminarily allocated as follows (in thousands):


Assets Acquired
Trade receivables	$	24
Other receivables		13
Inventories		216
Property and equipment		298
Other long-term assets		147
Intangible assets
Developed technology		6,000
Goodwill		8,283
Total assets acquired		14,981

Liabilities Assumed
Trade payables		(31)
Accrued expenses		(507)
Total liabilities assumed		(538)

Total net assets acquired	$	14,443

Inventories (Tables)

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory


	September 30, 2021		December 31, 2020
Finished goods	$	115,396	$	110,933
Work-in-process		33,299		19,308
Raw materials		59,386		67,778
Total inventories	$	208,081	$	198,019

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in carrying amount of goodwill


	2021
Goodwill balance at January 1	$	363,533
Effect of foreign exchange		(1,533)
Goodwill balance at September 30	$	362,000

Other intangible assets

Other intangible assets at September 30, 2021 and December 31, 2020 consisted of the following (in thousands):


	September 30, 2021
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	25,635	$	(7,826)	$	17,809
Distribution agreements		3,250		(2,469)		781
License agreements		12,678		(7,478)		5,200
Trademarks		30,252		(14,566)		15,686
Customer lists		35,035		(30,691)		4,344
Total	$	106,850	$	(63,030)	$	43,820


	December 31, 2020
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	23,669	$	(6,460)	$	17,209
Distribution agreements		3,250		(2,319)		931
License agreements		14,453		(6,647)		7,806
Trademarks		30,273		(12,414)		17,859
Customer lists		35,154		(29,103)		6,051
Total	$	106,799	$	(56,943)	$	49,856

Estimated amortization expense

Estimated amortization expense for the developed technology and other intangible assets for the next five years consisted of the following as of September 30, 2021 (in thousands):


Year Ending December 31,	Estimated Amortization Expense
Remaining 2021	$	12,279
2022		48,158
2023		47,060
2024		44,126
2025		42,354

Revolving Credit Facility and Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments


	September 30, 2021		December 31, 2020
Term loans	$	135,000	$	140,625
Revolving credit loans		144,000		211,000
Less unamortized debt issuance costs		(319)		(403)
Total long-term debt		278,681		351,222
Less current portion		7,500		7,500
Long-term portion	$	271,181	$	343,722

Schedule of Long-term Debt Covenants


	Covenant Requirement
Consolidated Total Leverage Ratio ⁽¹⁾		4.0 to 1.0
Consolidated Interest Coverage Ratio ⁽²⁾		3.0 to 1.0
Facility Capital Expenditures ⁽³⁾		$50 million

(1)	Maximum Consolidated Total Net Leverage Ratio (as defined in the Third Amended Credit Agreement) as of any fiscal quarter end.

(2)	Minimum ratio of Consolidated EBITDA (as defined in the Third Amended Credit Agreement and adjusted for certain expenditures) to Consolidated Interest Expense (as defined in the Third Amended Credit Agreement) for any period of four consecutive fiscal quarters.

(3)	Maximum level of the aggregate amount of all Facility Capital Expenditures (as defined in the Third Amended Credit Agreement) in any fiscal year.

Schedule of Maturities of Long-term Debt

Future minimum principal payments on our long-term debt, as of September 30, 2021, were as follows (in thousands):


Years Ending	Future Minimum
December 31,	Principal Payments
Remaining 2021	$	1,875
2022		8,438
2023		11,250
2024		257,437
Total future minimum principal payments	$	279,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
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-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Derivatives (Tables)

9 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The fair value of derivative instruments on a gross basis was as follows on the dates indicated (in thousands):



Fair Value of Derivative Instruments Designated as Hedging Instruments	Balance Sheet Location	September 30, 2021		December 31, 2020
Assets
Foreign currency forward contracts	Prepaid expenses and other assets	$	1,237	$	1,777
Foreign currency forward contracts	Other assets (long-term)		236		424

(Liabilities)
Interest rate swaps	Accrued expenses		—		(896)
Interest rate swaps	Other long-term obligations		(2,540)		(3,462)
Foreign currency forward contracts	Accrued expenses		(1,779)		(5,281)
Foreign currency forward contracts	Other long-term obligations		(260)		(866)

Fair Value of Derivative Instruments Not Designated as Hedging Instruments	Balance Sheet Location	September 30, 2021		December 31, 2020
Assets
Foreign currency forward contracts	Prepaid expenses and other assets	$	966	$	877

(Liabilities)
Foreign currency forward contracts	Accrued expenses		(1,054)		(2,120)

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)


	Amount of Gain/(Loss)					Consolidated Statements				Amount of Gain/(Loss)
	Recognized in OCI					of Income (Loss)				Reclassified from AOCI
	Three Months Ended September 30,					Three Months Ended September 30,				Three Months Ended September 30,
Derivative instrument	2021		2020		Location in statements of income	2021			2020	2021			2020
Interest rate swaps	$	(18)	$	(30)	Interest expense	$	(1,233)	$	(2,197)	$	(319)	$	(425)
Foreign currency forward contracts		33		(1,324)	Revenue		267,021		243,975		(1,500)		157
					Cost of sales		(146,527)		(141,961)		312		(494)


	Amount of Gain/(Loss)					Consolidated Statements				Amount of Gain/(Loss)
	Recognized in OCI					of Income (Loss)				Reclassified from AOCI
	Nine Months Ended September 30,					Nine Months Ended September 30,				Nine Months Ended September 30,
Derivative instrument	2021		2020		Location in statements of income	2021			2020	2021			2020
Interest rate swaps	$	619	$	(6,256)	Interest expense	$	(4,156)	$	(8,056)	$	(1,198)	$	(439)
Foreign currency forward contracts		(83)		(2,596)	Revenue		796,259		705,871		(4,674)		666
					Cost of sales		(439,732)		(415,857)		966		(1,204)

Derivative Instruments, Gain (Loss)

The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income (loss) for the periods presented (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,
Derivative Instrument	Location in statements of income (loss)	2021		2020		2021		2020
Foreign currency forward contracts	Other income (expense)	$	39	$	(1,294)	$	(709)	$	1,051

Earnings (Loss) Per Common Share (EPS) (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share, Basic and Diluted [Abstract]

Schedule of Earnings (Loss) Per Share, Basic and Diluted


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net income (loss)	$	11,967	$	(3,009)	$	27,841	$	(25,221)
Average common shares outstanding		56,302		55,505		56,033		55,386
Basic EPS	$	0.21	$	(0.05)	$	0.50	$	(0.46)

Average common shares outstanding		56,302		55,505		56,033		55,386
Effect of dilutive stock awards		1,247		—		1,241		—
Total potential shares outstanding		57,549		55,505		57,274		55,386
Diluted EPS	$	0.21	$	(0.05)	$	0.49	$	(0.46)

Equity awards excluded as the impact was anti-dilutive ⁽¹⁾		419		4,044		815		4,202

(1)	Does not reflect the impact of incremental repurchases under the treasury stock method.

Stock-Based Compensation Expense (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Cost of sales
Nonqualified stock options	$	383	$	336	$	1,019	$	1,022
Research and development
Nonqualified stock options		355		304		910		851
Selling, general and administrative
Nonqualified stock options		2,071		1,948		4,512		5,377
Performance-based restricted stock units		1,193		842		2,896		1,987
Restricted stock units		409		363		1,149		395
Cash-settled performance-based share-based awards ("Liability Awards")		446		270		1,103		636
Total selling, general and administrative		4,119		3,423		9,660		8,395

Stock-based compensation expense before taxes	$	4,857	$	4,063	$	11,589	$	10,268

Stock Options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions


	Nine Months Ended
	September 30,
	2021	2020
Risk-free interest rate	0.5% - 0.7%	0.3% - 1.7%
Expected option term	4.0 years	4.0 - 5.0 years
Expected dividend yield	—	—
Expected price volatility	46.3% - 46.7%	38.7% - 45.1%

Stock-Settled Performance-Based Restricted Stock Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions


	Nine Months Ended
	September 30,
	2021	2020
Risk-free interest rate	0.1% - 0.3%	1.1% - 1.3%
Performance period	1.8 - 2.8 years	0.8 - 2.8 years
Expected dividend yield	—	—
Expected price volatility	43.7% - 49.3%	40.2% - 56.1%

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2021

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net Sales
Cardiovascular	$	259,704	$	236,413	$	773,002	$	684,134
Endoscopy		7,317		7,562		23,257		21,737
Total net sales		267,021		243,975		796,259		705,871

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)

Total other expense - net		(1,754)		(2,248)		(5,284)		(8,907)
Income tax expense (benefit)		2,210		825		5,895		(1,255)

Net income (loss)	$	11,967	$	(3,009)	$	27,841	$	(25,221)

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of September 30, 2021 and December 31, 2020 consisted of the following (in thousands):


			Fair Value Measurements Using
	Total Fair		Quoted prices in		Significant other		Significant
	Value at		active markets		observable inputs		unobservable inputs
	September 30, 2021		(Level 1)		(Level 2)		(Level 3)
Interest rate contract liabilities, long-term ⁽¹⁾	$	(2,540)	$	—	$	(2,540)	$	—
Foreign currency contract assets, current and long-term ⁽²⁾	$	2,439	$	—	$	2,439	$	—
Foreign currency contract liabilities, current and long-term ⁽³⁾	$	(3,093)	$	—	$	(3,093)	$	—
Contingent consideration liabilities	$	(48,483)	$	—	$	—	$	(48,483)


			Fair Value Measurements Using
	Total Fair		Quoted prices in		Significant other		Significant
	Value at		active markets		observable inputs		unobservable inputs
	December 31, 2020		(Level 1)		(Level 2)		(Level 3)
Interest rate contract liabilities, current and long-term ⁽¹⁾	$	(4,358)	$	—	$	(4,358)	$	—
Foreign currency contract assets, current and long-term ⁽²⁾	$	3,078	$	—	$	3,078	$	—
Foreign currency contract liabilities, current and long-term ⁽³⁾	$	(8,267)	$	—	$	(8,267)	$	—
Contingent consideration liabilities	$	(55,750)	$	—	$	—	$	(55,750)

(1)	The fair value of the interest rate contracts is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations in the consolidated balance sheets.

(2)

(3)

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

Changes in the fair value of our contingent consideration liabilities during the three and nine-month periods ended September 30, 2021 and 2020 consisted of the following (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Beginning balance	$	57,477	$	69,100	$	55,750	$	76,709
Contingent consideration expense (benefit)		1,115		(4,356)		3,322		884
Contingent payments made		(10,090)		(130)		(10,579)		(12,991)
Effect of foreign exchange		(19)		51		(10)		63
Ending balance	$	48,483	$	64,665	$	48,483	$	64,665

Fair Value Inputs, Liabilities, Quantitative Information


	Fair value at
	September 30,		Valuation			Weighted
Contingent consideration liability	2021		technique	Unobservable inputs	Range	Average⁽¹⁾
Revenue-based royalty payments contingent liability	$	3,560	Discounted cash flow	Discount rate	14% - 16%	15.3%
				Projected year of payments	2021-2034	2026

Revenue milestones contingent liability	$	41,051	Monte Carlo simulation	Discount rate	10.5% - 14%	10.6%
				Projected year of payments	2021-2030	2022

Regulatory approval contingent liability	$	3,872	Scenario-based method	Discount rate	1%
				Probability of milestone payment	80%
				Projected year of payment	2024


	Fair value at
	December 31,		Valuation			Weighted
Contingent consideration liability	2020		technique	Unobservable inputs	Range	Average⁽¹⁾
Revenue-based royalty payments contingent liability	$	4,545	Discounted cash flow	Discount rate	12% - 15%	13.5%
				Projected year of payments	2021-2034	2026

Revenue milestones contingent liability	$	46,305	Monte Carlo simulation	Discount rate	7.5% - 12%	9.0%
				Projected year of payments	2021-2030	2022

Regulatory approval contingent liability	$	4,900	Scenario-based method	Discount rate	1%
				Probability of milestone payment	100%
				Projected year of payment	2021-2024	2022

(1)	Unobservable inputs were weighted by the relative fair value of the instruments. No weighted average is reported for contingent consideration liabilities without a range of unobservable inputs.

Schedule of Rollforward of Allowance for Credit Losses

. The table below presents a rollforward of the allowance for current expected credit losses on our notes receivable 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
Beginning balance	$	1,107	$	757	$	730	$	—
Cumulative effect adjustment upon adoption of ASU 2016-13, Credit Losses		—		—		—		575
Provision for credit loss expense		113		46		490		228
Ending balance	$	1,220	$	803	$	1,220	$	803

Accumulated Other Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2021

Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]

Schedule of Components of Accumulated Other Comprehensive Income (Loss)

The changes in each component of accumulated other comprehensive income (loss) for the three and nine-month periods ended September 30, 2021 and 2020 were as follows:


	Cash Flow Hedges		Foreign Currency Translation		Total
Balance as of June 30, 2021	$	(3,992)	$	(842)	$	(4,834)

Other comprehensive income (loss)		15		(2,873)		(2,858)
Income taxes		(377)		346		(31)
Reclassifications to:
Revenue		1,500				1,500
Cost of sales		(312)				(312)
Interest expense		319				319
Net other comprehensive income (loss)		1,145		(2,527)		(1,382)

Balance as of September 30, 2021	$	(2,847)	$	(3,369)	$	(6,216)


	Cash Flow Hedges		Foreign Currency Translation		Total
Balance as of June 30, 2020	$	(5,190)	$	(7,123)	$	(12,313)

Other comprehensive income (loss)		(1,354)		3,545		2,191
Income taxes		152		(117)		35
Reclassifications to:
Revenue		(157)				(157)
Cost of sales		494				494
Interest expense		425				425
Net other comprehensive income (loss)		(440)		3,428		2,988

Balance as of September 30, 2020	$	(5,630)	$	(3,695)	$	(9,325)


	Cash Flow Hedges		Foreign Currency Translation		Total
Balance as of December 31, 2020	$	(6,940)	$	1,488	$	(5,452)

Other comprehensive income (loss)		536		(5,535)		(4,999)
Income taxes		(1,349)		678		(671)
Reclassifications to:
Revenue		4,674				4,674
Cost of sales		(966)				(966)
Interest expense		1,198				1,198
Net other comprehensive income (loss)		4,093		(4,857)		(764)

Balance as of September 30, 2021	$	(2,847)	$	(3,369)	$	(6,216)


	Cash Flow Hedges		Foreign Currency Translation		Total
Balance as of December 31, 2019	$	218	$	(5,512)	$	(5,294)

Other comprehensive income (loss)		(8,852)		1,944		(6,908)
Income taxes		2,027		(127)		1,900
Reclassifications to:
Revenue		(666)				(666)
Cost of sales		1,204				1,204
Interest expense		439				439
Net other comprehensive income (loss)		(5,848)		1,817		(4,031)

Balance as of September 30, 2020	$	(5,630)	$	(3,695)	$	(9,325)

Revenue from Contracts with Customers - Disaggregation of Revenue (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) item segment	Sep. 30, 2020 USD ($)
Disaggregation of Revenue [Line Items]
Number of operating segments \| segment			2
Net sales	$ 267,021	$ 243,975	$ 796,259	$ 705,871
United States
Disaggregation of Revenue [Line Items]
Net sales	151,505	143,109	451,648	402,305
International
Disaggregation of Revenue [Line Items]
Net sales	115,516	100,866	$ 344,611	303,566
Cardiovascular
Disaggregation of Revenue [Line Items]
Number of product categories \| item			4
Net sales	259,704	236,413	$ 773,002	684,134
Cardiovascular \| Peripheral Intervention
Disaggregation of Revenue [Line Items]
Net sales	101,059	86,778	299,573	246,488
Cardiovascular \| Cardiac Intervention
Disaggregation of Revenue [Line Items]
Net sales	79,813	69,089	240,203	207,685
Cardiovascular \| Custom Procedural Solutions
Disaggregation of Revenue [Line Items]
Net sales	49,435	56,429	143,492	149,369
Cardiovascular \| OEM
Disaggregation of Revenue [Line Items]
Net sales	29,397	24,117	89,734	80,592
Cardiovascular \| United States
Disaggregation of Revenue [Line Items]
Net sales	144,764	136,016	429,927	381,796
Cardiovascular \| United States \| Peripheral Intervention
Disaggregation of Revenue [Line Items]
Net sales	61,282	55,014	181,383	153,431
Cardiovascular \| United States \| Cardiac Intervention
Disaggregation of Revenue [Line Items]
Net sales	30,562	28,661	93,030	79,954
Cardiovascular \| United States \| Custom Procedural Solutions
Disaggregation of Revenue [Line Items]
Net sales	27,895	32,048	80,179	80,845
Cardiovascular \| United States \| OEM
Disaggregation of Revenue [Line Items]
Net sales	25,025	20,293	75,335	67,566
Cardiovascular \| International
Disaggregation of Revenue [Line Items]
Net sales	114,940	100,397	343,075	302,338
Cardiovascular \| International \| Peripheral Intervention
Disaggregation of Revenue [Line Items]
Net sales	39,777	31,764	118,190	93,057
Cardiovascular \| International \| Cardiac Intervention
Disaggregation of Revenue [Line Items]
Net sales	49,251	40,428	147,173	127,731
Cardiovascular \| International \| Custom Procedural Solutions
Disaggregation of Revenue [Line Items]
Net sales	21,540	24,381	63,313	68,524
Cardiovascular \| International \| OEM
Disaggregation of Revenue [Line Items]
Net sales	4,372	3,824	14,399	13,026
Endoscopy
Disaggregation of Revenue [Line Items]
Net sales	7,317	7,562	23,257	21,737
Endoscopy \| Endoscopy Devices
Disaggregation of Revenue [Line Items]
Net sales	7,317	7,562	23,257	21,737
Endoscopy \| United States \| Endoscopy Devices
Disaggregation of Revenue [Line Items]
Net sales	6,741	7,093	21,721	20,509
Endoscopy \| International \| Endoscopy Devices
Disaggregation of Revenue [Line Items]
Net sales	$ 576	$ 469	$ 1,536	$ 1,228

Acquisitions - KA Medical (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Nov. 06, 2020	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Cash paid in acquisitions, net of cash acquired			$ 1,858	$ 260
KA Medical
Business Acquisition [Line Items]
Cash paid in acquisitions, net of cash acquired	$ 10,400	$ 1,500
Purchase consideration, note payable	$ 2,500
Term of note payable	12 months

Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands	Nov. 06, 2020	Sep. 30, 2021	Dec. 31, 2020
Assets Acquired
Goodwill		$ 362,000	$ 363,533
KA Medical
Assets Acquired
Trade receivables	$ 24
Other receivables	13
Inventories	216
Property and equipment	298
Other long-term assets	147
Goodwill	8,283
Total assets acquired	14,981
Liabilities Assumed
Trade payables	(31)
Accrued expenses	(507)
Total liabilities assumed	(538)
Total net assets acquired	14,443
KA Medical \| Developed technology
Assets Acquired
Intangible assets	$ 6,000
Liabilities Assumed
Weighted average useful life	17 years

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Finished goods	$ 115,396	$ 110,933
Work-in-process	33,299	19,308
Raw materials	59,386	67,778
Total Inventories	$ 208,081	$ 198,019

Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2021 USD ($)
Goodwill [Roll Forward]
Goodwill balance at beginning of period	$ 363,533
Effect of foreign exchange	1,533
Goodwill balance at end of period	$ 362,000

Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 106,850	$ 106,799
Accumulated Amortization	(63,030)	(56,943)
Net Carrying Amount	43,820	49,856
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	25,635	23,669
Accumulated Amortization	(7,826)	(6,460)
Net Carrying Amount	17,809	17,209
Distribution agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,250	3,250
Accumulated Amortization	(2,469)	(2,319)
Net Carrying Amount	781	931
License agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	12,678	14,453
Accumulated Amortization	(7,478)	(6,647)
Net Carrying Amount	5,200	7,806
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	30,252	30,273
Accumulated Amortization	(14,566)	(12,414)
Net Carrying Amount	15,686	17,859
Customer Lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	35,035	35,154
Accumulated Amortization	(30,691)	(29,103)
Net Carrying Amount	$ 4,344	$ 6,051

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Accumulated goodwill impairment losses	$ 8.3		$ 8.3		$ 8.3
Goodwill impairment loss			0.0	$ 0.0
Aggregate amortization expense	$ 12.4	$ 14.4	37.3	44.2
Impairment of intangible assets		18.1	1.6	20.5
Cardiovascular
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets		$ 18.1		$ 20.5
ArraVasc Limited
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets			$ 1.6

Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2021	$ 12,279
2022	48,158
2023	47,060
2024	44,126
2025	$ 42,354

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ 2,210	$ 825	$ 5,895	$ (1,255)
Effective tax rate	15.60%	(37.70%)	17.50%	4.70%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Revolving Credit Facility and Long-Term Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long-term debt	$ 279,000
Less unamortized debt issuance costs	(319)	$ (403)
Total long-term debt	278,681	351,222
Less current portion	7,500	7,500
Long-term portion	271,181	343,722
Term Loan
Debt Instrument [Line Items]
Long-term debt	135,000	140,625
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt	$ 144,000	$ 211,000

Revolving Credit Facility and Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Outstanding borrowings	$ 279,000
Credit Agreement
Debt Instrument [Line Items]
Outstanding borrowings	279,000
Available borrowing capacity	$ 456,000
Fixed interest rate percent	2.71%	2.37%
Debt subject to fixed interest rate	$ 75,000	$ 175,000
Variable interest rate percent	1.08%	1.40%
Debt subject to variable interest rate	$ 204,000	$ 176,600
Term Loan
Debt Instrument [Line Items]
Outstanding borrowings	135,000	140,625
Term Loan \| Credit Agreement
Debt Instrument [Line Items]
Debt instrument, face amount	150,000
Revolving Credit Facility
Debt Instrument [Line Items]
Outstanding borrowings	144,000	$ 211,000
Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 600,000

Revolving Credit Facility and Long-Term Debt - Financial Covenants (Details) - Credit Agreement $ in Millions	9 Months Ended
	Sep. 30, 2021 USD ($)
Debt Instrument [Line Items]
Consolidated Total Leverage Ratio	4.0
Consolidated Interest Coverage Ratio	3.0
Facility Capital Expenditures	$ 50

Revolving Credit Facility and Long-Term Debt - Future Minimum Payments on Long-term Debt (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Debt Disclosure [Abstract]
Remaining 2021	$ 1,875
2022	8,438
2023	11,250
2024	257,437
Total future minimum principal payments	$ 279,000

Derivatives - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
Derivatives - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2021	Dec. 31, 2020	Dec. 23, 2019	Aug. 05, 2016
Revenue and cost of sales
Derivative [Line Items]
Amount expected to be reclassified from accumulated other comprehensive income (loss) to earnings in next twelve months, gross	$ (1.2)
Amount expected to be reclassified from accumulated other comprehensive income to earnings (loss) in next twelve months, net of tax	(0.9)
Interest expense
Derivative [Line Items]
Amount expected to be reclassified from accumulated other comprehensive income (loss) to earnings in next twelve months, gross	(1.2)
Amount expected to be reclassified from accumulated other comprehensive income to earnings (loss) in next twelve months, net of tax	(0.9)
Interest rate swap \| Designated as hedging instrument
Derivative [Line Items]
Fair value of derivative liability	(2.5)	$ (4.4)
Deferred tax asset used to offset fair value of interest rate swap	$ (0.6)	$ (1.1)
Interest rate swap \| Wells Fargo 1.12% one-month LIBOR \| Designated as hedging instrument
Derivative [Line Items]
Notional amount of derivative				$ 175.0
Interest rate swap \| Wells Fargo 1.12% one-month LIBOR \| LIBOR Swap Rate \| Designated as hedging instrument
Derivative [Line Items]
Fixed rate				1.12%
Interest rate swap \| Wells Fargo 1.71% one-month LIBOR \| Designated as hedging instrument
Derivative [Line Items]
Notional amount of derivative			$ 75.0
Interest rate swap \| Wells Fargo 1.71% one-month LIBOR \| LIBOR Swap Rate \| Designated as hedging instrument
Derivative [Line Items]
Fixed rate			1.71%
Foreign currency forward contracts
Derivative [Line Items]
Maturity of derivative contract (up to)	2 years

Derivatives - Forward Notional Contracts (Details) - Foreign currency forward contracts $ in Millions	Sep. 30, 2021 USD ($) DerivativeInstrument	Dec. 31, 2020 USD ($)
Designated as hedging instrument \| Derivatives designated as cash flow hedges
Derivative [Line Items]
Average number of contracts entered into per month \| DerivativeInstrument	150
Aggregate notional amount of derivative \| $	$ 124.0	$ 168.2
Not designated as hedging instrument \| Fair Value Hedging
Derivative [Line Items]
Average number of contracts entered into per month \| DerivativeInstrument	20
Aggregate notional amount of derivative \| $	$ 92.1	$ 74.8

Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Designated as hedging instrument \| Interest rate swap \| Accrued expenses
Derivatives, Fair Value [Line Items]
Total Liability Derivatives		$ (896)
Designated as hedging instrument \| Interest rate swap \| Other long-term obligations
Derivatives, Fair Value [Line Items]
Total Liability Derivatives	$ (2,540)	(3,462)
Designated as hedging instrument \| Foreign currency forward contracts \| Other assets (long-term)
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	236	424
Designated as hedging instrument \| Foreign currency forward contracts \| Prepaid expenses and other assets
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	1,237	1,777
Designated as hedging instrument \| Foreign currency forward contracts \| Accrued expenses
Derivatives, Fair Value [Line Items]
Total Liability Derivatives	(1,779)	(5,281)
Designated as hedging instrument \| Foreign currency forward contracts \| Other long-term obligations
Derivatives, Fair Value [Line Items]
Total Liability Derivatives	(260)	(866)
Not designated as hedging instrument \| Foreign currency forward contracts \| Prepaid expenses and other assets
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	966	877
Not designated as hedging instrument \| Foreign currency forward contracts \| Accrued expenses
Derivatives, Fair Value [Line Items]
Total Liability Derivatives	$ (1,054)	$ (2,120)

Derivatives - Amount of Gain (Loss) Recognized in OCI and Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) recognized in OCI	$ 1,522	$ (592)	$ 5,442	$ (7,875)
Interest expense	(1,233)	(2,197)	(4,156)	(8,056)
Net sales	267,021	243,975	796,259	705,871
Cost of sales	(146,527)	(141,961)	(439,732)	(415,857)
Derivatives designated as cash flow hedges \| Cost of sales
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) reclassified from AOCI	312	(494)	966	(1,204)
Derivatives designated as cash flow hedges \| Interest rate swap
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) recognized in OCI	(18)	(30)	619	(6,256)
Derivatives designated as cash flow hedges \| Interest rate swap \| Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) reclassified from AOCI	(319)	(425)	(1,198)	(439)
Derivatives designated as cash flow hedges \| Foreign currency forward contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) recognized in OCI	33	(1,324)	(83)	(2,596)
Derivatives designated as cash flow hedges \| Foreign currency forward contracts \| Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) reclassified from AOCI	$ (1,500)	$ 157	$ (4,674)	$ 666

Derivatives - Gain (Loss) in the Consolidated Statements of Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Not designated as hedging instrument \| Foreign currency forward contracts \| Other income (expense)
Derivative [Line Items]
Gain (loss) on derivative	$ 39	$ (1,294)	$ (709)	$ 1,051

Commitments and Contingencies - Loan Commitment (Details) - Selio $ in Thousands, € in Millions	Oct. 11, 2019	Sep. 30, 2021 USD ($)	Sep. 30, 2021 EUR (€)
Deed of Settlement
Ownership percentage	19.50%
Option to purchase all ordinary shares period	45 days
Loan from acquisition \| $		$ 250
Interest rate on loan		5.00%	5.00%
Maximum
Deed of Settlement
Loan commitment from acquisition \| €			€ 2

Commitments and Contingencies - Deed of Settlement (Details) - 1 months ended Aug. 31, 2021 - Settlement Agreement with IntelliMedical Technologies Pty Ltd $ in Millions, $ in Millions	USD ($)	AUD ($)
Deed of Settlement
Contract termination cost	$ 6.0
Decrease in associated contract obligation		$ 15

Earnings (Loss) Per Common Share (EPS) - Basic EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Earnings Per Share, Basic and Diluted [Abstract]
Net income (loss)	$ 11,967	$ 4,916	$ 10,958	$ (3,009)	$ (19,058)	$ (3,154)	$ 27,841	$ (25,221)
Average common shares outstanding (in shares)	56,302			55,505			56,033	55,386
Basic EPS (in dollars per share)	$ 0.21			$ (0.05)			$ 0.50	$ (0.46)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Earnings (Loss) Per Common Share (EPS) - Diluted EPS (Details) - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Earnings Per Share, Basic and Diluted [Abstract]
Average common shares outstanding (in shares)	56,302	55,505	56,033	55,386
Effect of dilutive stock awards (in shares)	1,247		1,241
Total potential shares outstanding (in shares)	57,549	55,505	57,274	55,386
Diluted EPS (in dollars per share)	$ 0.21	$ (0.05)	$ 0.49	$ (0.46)
Equity awards excluded as the impact was anti-dilutive (in shares)	419	4,044	815	4,202

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Stock-Based Compensation Expense - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	$ 4,857	$ 4,063	$ 11,589	$ 10,268
Cost of sales \| Stock Options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	383	336	1,019	1,022
Research and development \| Stock Options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	355	304	910	851
Selling, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	4,119	3,423	9,660	8,395
Selling, general and administrative \| Stock Options
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	2,071	1,948	4,512	5,377
Selling, general and administrative \| Stock-Settled Performance-Based Restricted Stock Units
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	1,193	842	2,896	1,987
Selling, general and administrative \| Restricted Stock Units
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	409	363	1,149	395
Selling, general and administrative \| Cash-settled performance-based share-based awards ("Liability Awards")
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	$ 446	$ 270	$ 1,103	$ 636

Stock-Based Compensation Expense - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation	$ 4,857	$ 4,063	$ 11,589	$ 10,268
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted in period (in shares)	530,500	112,500	656,350	328,994
Compensation cost not yet recognized	$ 29,400		$ 29,400
Compensation cost not yet recognized, period of recognition			2 years 8 months 12 days
Stock-Settled Performance-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			1 year
Compensation cost not yet recognized	5,900		$ 5,900
Compensation cost not yet recognized, period of recognition			1 year 9 months 18 days
Stock-Settled Performance-Based Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock units granted in period (in shares)			128,883	127,060
Cash-settled performance-based share-based awards ("Liability Awards")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target cash incentive	1,000	$ 1,000	$ 1,000	$ 1,000
Compensation cost not yet recognized	2,100		$ 2,100
Compensation cost not yet recognized, period of recognition			1 year 9 months 18 days
Restricted Stock Units \| Non-employee members
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period			1 year
Compensation cost not yet recognized	$ 1,200		$ 1,200
Compensation cost not yet recognized, period of recognition			8 months 12 days
Restricted stock units granted (in shares)	26,226	33,504

Stock-Based Compensation Expense - Option Granted Fair Value Calculation Assumptions (Details) - Stock Options	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	0.50%	0.30%
Risk-free interest rate, maximum	0.70%	1.70%
Expected option term / Performance Period	4 years
Expected price volatility, minimum		38.70%
Expected price volatility, maximum		45.10%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term / Performance Period		4 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term / Performance Period		5 years

Stock-Based Compensation Expense - PSUs Fair Value Calculation Assumptions (Details) - Stock-Settled Performance-Based Restricted Stock Units	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	0.10%	1.10%
Risk-free interest rate, maximum	0.30%	1.30%
Expected price volatility, minimum	43.70%	40.20%
Expected price volatility, maximum	49.30%	56.10%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term / Performance Period	1 year 9 months 18 days	9 months 18 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term / Performance Period	2 years 9 months 18 days	2 years 9 months 18 days

Segment Reporting - Narrative (Details)	9 Months Ended
Segment Reporting - Narrative (Details)	Sep. 30, 2021 segment
Segment Reporting [Abstract]
Number of operating segments	2

Segment Reporting - Operating Income (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Segment Reporting Information [Line Items]
Net sales	$ 267,021			$ 243,975			$ 796,259	$ 705,871
Operating income (loss)	15,931			64			39,020	(17,569)
Total other expense - net	(1,754)			(2,248)			(5,284)	(8,907)
Income tax (benefit) expense	2,210			825			5,895	(1,255)
Net income (loss)	11,967	$ 4,916	$ 10,958	(3,009)	$ (19,058)	$ (3,154)	27,841	(25,221)
Cardiovascular
Segment Reporting Information [Line Items]
Net sales	259,704			236,413			773,002	684,134
Operating income (loss)	14,411			(1,702)			33,389	(20,662)
Endoscopy
Segment Reporting Information [Line Items]
Net sales	7,317			7,562			23,257	21,737
Operating income (loss)	$ 1,520			$ 1,766			$ 5,631	$ 3,093

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-Subparagraph (a)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate contract liabilities, current and long-term	$ (2,540)	$ (4,358)
Foreign currency contract assets, current and long-term	2,439	3,078
Foreign currency contract liabilities, current and long-term	(3,093)	(8,267)
Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liabilities	(48,483)	(55,750)
Estimate of Fair Value, Fair Value Disclosure
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate contract liabilities, current and long-term	(2,540)	(4,358)
Foreign currency contract assets, current and long-term	2,439	3,078
Foreign currency contract liabilities, current and long-term	(3,093)	(8,267)
Contingent consideration liabilities	$ (48,483)	$ (55,750)

Fair Value Measurements - Liability Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 57,477	$ 69,100	$ 55,750	$ 76,709
Contingent consideration expense	$ 1,115	$ (4,356)	$ 3,322	$ 884
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Income [Extensible List]	us-gaap:BusinessCombinationContingentConsiderationArrangementsContingentConsiderationBenefit	us-gaap:BusinessCombinationContingentConsiderationArrangementsContingentConsiderationBenefit	us-gaap:BusinessCombinationContingentConsiderationArrangementsContingentConsiderationBenefit	us-gaap:BusinessCombinationContingentConsiderationArrangementsContingentConsiderationBenefit
Contingent payments made	$ (10,090)	$ (130)	$ (10,579)	$ (12,991)
Effect of foreign exchange	(19)	51	(10)	63
Ending balance	$ 48,483	$ 64,665	$ 48,483	$ 64,665

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Oct. 11, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of intangible assets		$ 18,100	$ 1,600	$ 20,500
Impairment loss on operating lease asset			1,400	1,500
Impairment of equity method investment	$ 0		0	3,500
Investments in privately held companies	14,700		14,700			$ 12,000
Impairment of property and equipment			1,300	359
Allowance for expected credit losses	1,220	803	1,220	$ 803	$ 1,107	730	$ 757
Fusion Medical, Inc.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of equity method investment		$ 2,500
Ownership percentage		19.50%		19.50%
Selio
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term notes receivable	1,900		1,900			2,200
Allowance for expected credit losses	1,200		1,200			700
Ownership percentage								19.50%
Director \| Cianna Medical
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent payments related to acquisition			0	$ 800
Other long-term obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability, noncurrent	13,200		13,200			36,900
Accrued expenses
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability, current	$ 35,300		$ 35,300			$ 18,800

Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) - Fair Value, Inputs, Level 3 $ in Thousands	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Revenue-based royalty
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liabilities	$ 3,560	$ 4,545
Revenue milestones
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liabilities	41,051	46,305
Regulatory approval
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liabilities	$ 3,872	$ 4,900
Discount rate \| Revenue-based royalty \| Minimum \| Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.14	0.12
Discount rate \| Revenue-based royalty \| Maximum \| Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.16	0.15
Discount rate \| Revenue-based royalty \| Weighted Average \| Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.153	0.135
Discount rate \| Revenue milestones \| Minimum \| Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.105	0.075
Discount rate \| Revenue milestones \| Maximum \| Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.14	0.12
Discount rate \| Revenue milestones \| Weighted Average \| Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.106	0.090
Discount rate \| Regulatory approval \| Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.01	0.01
Probability of milestone payment \| Regulatory approval \| Discounted Cash Flow
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.80	1

Fair Value Measurements - Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	$ 1,107	$ 757	$ 730
Cumulative effect adjustment upon adoption of ASU 2016-13, Credit Losses				$ 575
Provision for credit loss expense	113	46	490	228
Ending balance	$ 1,220	$ 803	$ 1,220	$ 803

Accumulated Other Comprehensive Income (Loss) - Changes in AOCI (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Accumulated other comprehensive income (loss)
Beginning balance	$ 992,434	$ 928,847	$ 958,575	$ 949,944
Reclassifications to:
Cost of sales	(146,527)	(141,961)	(439,732)	(415,857)
Interest expense	(1,233)	(2,197)	(4,156)	(8,056)
Ending balance	1,013,376	933,837	1,013,376	933,837
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss)
Beginning balance	(4,834)	(12,313)	(5,452)	(5,294)
Other comprehensive income (loss)	(2,858)	2,191	(4,999)	(6,908)
Income taxes	(31)	35	(671)	1,900
Reclassifications to:
Net other comprehensive income (loss)	(1,382)	2,988	(764)	(4,031)
Ending balance	(6,216)	(9,325)	(6,216)	(9,325)
Accumulated Other Comprehensive Income (Loss) \| Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassifications to:
Revenue	1,500	(157)	4,674	(666)
Cost of sales	(312)	494	(966)	1,204
Interest expense	319	425	1,198	439
Cash Flow Hedges
Accumulated other comprehensive income (loss)
Beginning balance	(3,992)	(5,190)	(6,940)	218
Other comprehensive income (loss)	15	(1,354)	536	(8,852)
Income taxes	(377)	152	(1,349)	2,027
Reclassifications to:
Net other comprehensive income (loss)	1,145	(440)	4,093	(5,848)
Ending balance	(2,847)	(5,630)	(2,847)	(5,630)
Cash Flow Hedges \| Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassifications to:
Revenue	1,500	(157)	4,674	(666)
Cost of sales	(312)	494	(966)	1,204
Interest expense	319	425	1,198	439
Foreign Currency Translation
Accumulated other comprehensive income (loss)
Beginning balance	(842)	(7,123)	1,488	(5,512)
Other comprehensive income (loss)	(2,873)	3,545	(5,535)	1,944
Income taxes	346	(117)	678	(127)
Reclassifications to:
Net other comprehensive income (loss)	(2,527)	3,428	(4,857)	1,817
Ending balance	$ (3,369)	$ (3,695)	$ (3,369)	$ (3,695)