0000856982-24-000015 | 10-K | XBRL Viewer | Merit Medical Systems INC

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Debt - Financial Covenants (Details)	12 Months Ended
Debt - Financial Covenants (Details)	Dec. 31, 2023
Debt Instrument [Line Items]
Consolidated Senior Secured Net Leverage Ratio	3.0
Credit Agreement
Debt Instrument [Line Items]
Consolidated Total Net Leverage Ratio	5.0
Consolidated Interest Coverage Ratio	3.0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Fair Value Measurements - Liability Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 18,073	$ 48,234
Contingent consideration expense	$ 1,704	$ 4,610
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Income [Extensible List]	Business Combination, Contingent Consideration Arrangements, Contingent Consideration Benefit	Business Combination, Contingent Consideration Arrangements, Contingent Consideration Benefit
Contingent payments made	$ (16,330)	$ (34,762)
Effect of foreign exchange		(9)
Ending balance	$ 3,447	$ 18,073

Acquisitions and Other Strategic Transactions - Angio Dynamics, Inc (Details) - Angio Dynamics Inc - USD ($) $ in Millions		12 Months Ended
	Jun. 08, 2023	Dec. 31, 2023
Asset Acquisition [Line Items]
Total purchase price	$ 100.0
Net sales related to acquisition		$ 14.4
Acquisition-related costs		$ 4.9
Weighted Average
Asset Acquisition [Line Items]
Amortization period	10 years 6 months
Developed technology
Asset Acquisition [Line Items]
Amortization period	10 years
Trade Names
Asset Acquisition [Line Items]
Amortization period	11 years
Customer Lists
Asset Acquisition [Line Items]
Amortization period	10 years

Acquisitions and Other Strategic Transactions

12 Months Ended

Dec. 31, 2023

Business Combinations [Abstract]

Acquisitions and Other Strategic Transactions

3.ACQUISITIONS AND OTHER STRATEGIC TRANSACTIONS

2023 Acquisitions

On June 8, 2023, we entered into an asset purchase agreement with AngioDynamics, Inc. (“AngioDynamics”) to acquire the assets associated with a portfolio of dialysis catheter products and the BioSentry® Biopsy Tract Sealant System for a purchase price of $100 million. We accounted for this transaction under the acquisition method of accounting as a business combination. The sales related to the acquisition have been included in our cardiovascular segment since the acquisition date and were approximately $14.4 million for the year ended December 31, 2023. It is not practical to separately report earnings related to the acquisition, as we began to immediately integrate the acquisition into existing operations, sales distribution networks and management structure of our cardiovascular business segment. Acquisition-related costs associated with the AngioDynamics acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $4.9 million for the year ended December 31, 2023. The purchase price was allocated as follows (in thousands):


Assets Acquired
Prepaid expenses	$	2,000
Inventories		5,254
Property and equipment		108
Intangible assets
Developed technology		65,200
Trademarks		4,000
Customer list		5,800
Goodwill		17,638
Total net assets acquired	$	100,000

We are amortizing the AngioDynamics developed technology intangible assets over ten years, the trademark intangible assets over 11 years, and the customer list intangible asset on an accelerated basis over ten years. We have estimated the weighted average life of the intangible assets acquired from AngioDynamics to be 10.5 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 effects on our consolidated results of operations of the AngioDynamics acquisition are not material in relation to reported sales and it was deemed impracticable to obtain information due to the unavailability of the information provided to the Company, management’s inability to reasonably estimate the amounts from the carve out of assets and differing fiscal year-end of the acquired business.

On May 4, 2023, we entered into an asset purchase agreement to acquire the assets associated with the Surfacer® Inside-Out® Access Catheter System from Bluegrass, for a purchase price of approximately $32.7 million. Prior to the acquisition, we held an equity investment of 1,251,878 Bluegrass common shares representing approximately 19.5% ownership in Bluegrass. The fair value of this previously held equity investment of approximately $245,000 is included in the purchase price allocation. We accounted for this transaction under the acquisition method of accounting 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 were not material. Acquisition-related costs associated with the Bluegrass acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, are not material. The purchase price was allocated as follows (in thousands):


Assets Acquired
Inventories	$	175
Intangible assets
Developed technology		28,000
Trademarks		900
Goodwill		3,898
Total net assets acquired	$	32,973

We are amortizing the Bluegrass developed technology intangible asset over 15 years and the related trademarks over 13 years. We have estimated the weighted average life of the intangible assets acquired from Bluegrass to be 14.9 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 effects on our consolidated results of operations of the Bluegrass acquisition are not material.

On May 1, 2023, we entered into an asset purchase agreement to acquire certain assets from ART, related to intellectual property rights for soft tissue markers. The total purchase price of the ART assets included an up-front payment of $750,000, a deferred payment of $750,000 payable upon the first to occur of (1) shipment and installation of two commercial production winders used to manufacture the product or (2) 30 days after delivery of the winders to Merit, and, a deferred payment of $500,000 payable upon regulatory approval from the U.S. Food and Drug Administration for Merit to commence commercialization, marketing and sale of the product in the United States. We have accounted for this transaction as an asset purchase and recorded $1.5 million of acquired in-process research and development expense associated with the upfront payment and completion of the milestone related to the installation of the commercial production winders. The final payment will be capitalized as a developed technology intangible asset when paid upon completion of the regulatory approval milestone under the terms of the asset purchase agreement. The payments are reported within operating expenses because the technological feasibility of the underlying research and development project has not yet been reached and such technology has no identified future alternative use as of the date of acquisition.

We entered into a stock purchase agreement on January 11, 2023, and an exclusive distribution agreement on April 5, 2023, with Solo Pace Inc. ("Solo Pace”), owner and developer of a temporary external pulse generator and grounding pad with associated remote control module. Pursuant to these agreements, we paid $4.0 million to acquire (a) shares of Series Seed-1 Preferred Stock of Solo Pace, (b) an option to purchase the outstanding equity of Solo Pace within the earlier of five years after product commercialization or within 120 days after the twelve-month period wherein sales of the Solo Pace product exceed $6.0 million, and (c) exclusive rights to distribute the Solo Pace product upon commercialization. The shares of Solo Pace stock have been reflected within other assets in the accompanying consolidated balance sheets. Our investment in Solo Pace represents an ownership of approximately 19% of its outstanding capital stock and has been recorded as an equity investment accounted for at cost because the equity interest does not have a readily determinable fair value and because we are not able to exercise significant influence over the operations of Solo Pace.

2022 Acquisitions

On October 3, 2022, we entered into an asset purchase agreement with BioTrace Medical, Inc., developer of the Tempo® Temporary Pacing Lead device, for a purchase price of $2.5 million. We are also required to pay a total of six annual royalty payments between 5% and 10% of net sales, dependent on net sales goal achievement, upon achievement of the first device sold in the United States. We accounted for this transaction as an asset purchase. We recorded the amount paid upon closing as a developed technology intangible asset, which we are amortizing over 10 years.

On April 30, 2022, we acquired the Restore Endosystems Bifurcated Stent System pursuant to the terms of a unit purchase agreement we executed with all of the members of Restore Endosystems. Subject to the terms and conditions of the unit purchase agreement, we paid $3 million in cash at closing. We also accrued $3.5 million of other long-term obligations, which represents the fair value of two separate $2 million payments which are payable no later than two and four years following the closing of the acquisition, respectively, or earlier upon the achievement of specified milestones. We will impute interest on these liabilities with the passage of time. We have accounted for this transaction as an asset purchase and recorded $6.5 million of acquired in-process research and development expense because the technological feasibility of the underlying research and development project has not yet been reached and such technology has no identified future alternative use as of the date of acquisition.

During April 2022, we paid $1.4 million to acquire shares of Series A Preferred Stock of Fluidx Medical Technology, Inc. ("Fluidx"), owner of certain technology proposed to be used in the development of embolic and adhesive agents for use in arterial, venous, vascular graft and cardiovascular applications inside and outside the heart and related appendages. We had previously purchased, and continue to hold, $4.7 million of participating preferred shares of Fluidx. Our investments have been recorded as equity investments accounted for at cost and reflected within Other assets in the accompanying consolidated balance sheets because we are not able to exercise significant influence over the operations of Fluidx. Our total current investment in Fluidx represents an ownership of approximately 17% of its outstanding capital stock at the date of this investment.

2021 Acquisitions

During September 2021, we paid $2.7 million to acquire Series A preferred shares of Fluidx. We had previously purchased $2 million of participating preferred shares during 2019. Our investment has been recorded as an equity investment accounted for at cost and reflected within other assets in the accompanying consolidated balance sheets because we are not able to exercise significant influence over the operations of Fluidx. Our total current investment in Fluidx represents an ownership of approximately 15.0% of the outstanding stock at the date of this investment.

Organization and Summary of Significant Accounting Policies - Other Long-term Obligations (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Contingent consideration liabilities	$ 3,039	$ 2,260
Other long-term obligations	10,791	12,476
Total	$ 13,830	$ 14,736

Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) $ in Thousands	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liabilities	$ 3,039	$ 2,260
Revenue-based royalty \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liabilities	2,945	2,097
Revenue milestones \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liabilities	93	13,064
Regulatory approval \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liabilities	$ 409	$ 2,912
Discount rate \| Revenue-based royalty \| Minimum \| Discounted Cash Flow \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.120	0.14
Discount rate \| Revenue-based royalty \| Maximum \| Discounted Cash Flow \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.160	17
Discount rate \| Revenue-based royalty \| Weighted Average \| Discounted Cash Flow \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.146	0.157
Discount rate \| Revenue milestones \| Minimum \| Discounted Cash Flow \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.130	0.051
Discount rate \| Revenue milestones \| Maximum \| Discounted Cash Flow \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability		14.0
Discount rate \| Revenue milestones \| Weighted Average \| Discounted Cash Flow \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability		0.052
Discount rate \| Regulatory approval \| Discounted Cash Flow \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.055	5.7
Probability of milestone payment \| Regulatory approval \| Discounted Cash Flow \| Fair Value, Inputs, Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs, contingent liability	0.500	0.90

Employee Stock Purchase Plan, Stock Options and Warrants - PSUs Fair Value Calculation Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Stock-Settled Performance-Based Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	3.90%	1.60%	0.10%
Risk-free interest rate, maximum	4.60%	2.70%	0.30%
Expected option term / Performance Period	2 years 9 months 18 days
Expected price volatility, minimum	31.40%	38.50%	43.70%
Expected price volatility, maximum	32.60%	46.20%	49.30%
Stock-Settled Performance-Based Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected option term / Performance Period		2 years 7 months 6 days	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]
Expected option term / Performance Period		2 years 9 months 18 days	2 years 9 months 18 days

Revenues - Disaggregation of Revenue (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) item segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Disaggregation of Revenue [Line Items]
Number of operating segments \| segment	2
Number of product categories \| item	5
Net sales	$ 1,257,366	$ 1,150,981	$ 1,074,751
United States
Disaggregation of Revenue [Line Items]
Net sales	726,989	650,559	608,878
International
Disaggregation of Revenue [Line Items]
Net sales	$ 530,377	500,422	465,873
Cardiovascular
Disaggregation of Revenue [Line Items]
Number of product categories \| item	4
Net sales	$ 1,220,560	1,118,224	1,043,227
Cardiovascular \| Peripheral Intervention
Disaggregation of Revenue [Line Items]
Net sales	502,220	439,810	405,116
Cardiovascular \| Cardiac Intervention
Disaggregation of Revenue [Line Items]
Net sales	358,451	343,186	320,641
Cardiovascular \| Custom Procedural Solutions
Disaggregation of Revenue [Line Items]
Net sales	195,333	190,194	193,942
Cardiovascular \| OEM
Disaggregation of Revenue [Line Items]
Net sales	164,556	145,034	123,528
Cardiovascular \| United States
Disaggregation of Revenue [Line Items]
Net sales	692,603	619,960	579,415
Cardiovascular \| United States \| Peripheral Intervention
Disaggregation of Revenue [Line Items]
Net sales	299,313	263,602	244,459
Cardiovascular \| United States \| Cardiac Intervention
Disaggregation of Revenue [Line Items]
Net sales	143,755	128,711	122,452
Cardiovascular \| United States \| Custom Procedural Solutions
Disaggregation of Revenue [Line Items]
Net sales	114,010	108,778	108,068
Cardiovascular \| United States \| OEM
Disaggregation of Revenue [Line Items]
Net sales	135,525	118,869	104,436
Cardiovascular \| International
Disaggregation of Revenue [Line Items]
Net sales	527,957	498,264	463,812
Cardiovascular \| International \| Peripheral Intervention
Disaggregation of Revenue [Line Items]
Net sales	202,907	176,208	160,657
Cardiovascular \| International \| Cardiac Intervention
Disaggregation of Revenue [Line Items]
Net sales	214,696	214,475	198,189
Cardiovascular \| International \| Custom Procedural Solutions
Disaggregation of Revenue [Line Items]
Net sales	81,323	81,416	85,874
Cardiovascular \| International \| OEM
Disaggregation of Revenue [Line Items]
Net sales	29,031	26,165	19,092
Endoscopy
Disaggregation of Revenue [Line Items]
Net sales	36,806	32,757	31,524
Endoscopy \| Endoscopy Devices
Disaggregation of Revenue [Line Items]
Net sales	36,806	32,757	31,524
Endoscopy \| United States \| Endoscopy Devices
Disaggregation of Revenue [Line Items]
Net sales	34,386	30,599	29,463
Endoscopy \| International \| Endoscopy Devices
Disaggregation of Revenue [Line Items]
Net sales	$ 2,420	$ 2,158	$ 2,061

Employee Stock Purchase Plan, Stock Options and Warrants - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation	$ 21,333,000	$ 18,042,000	$ 16,090,000
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted in period (in shares)	444,000	251,000	716,000
Compensation cost not yet recognized	$ 20,400,000
Compensation cost not yet recognized, period of recognition	2 years 2 months 12 days
Fair value of options, net of forfeitures	$ 13,100,000	$ 6,300,000	$ 17,500,000
Options granted in period, weighted average grant date fair value (in dollars per share)	$ 29.58	$ 24.98	$ 24.38
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	$ 10,500,000
Compensation cost not yet recognized, period of recognition	1 year 9 months 18 days
Vested (in shares)	61,000	44,000	26,000
Weighted average grant-date fair value (in dollars per share)	$ 72.26	$ 64.54	$ 61.39
Restricted stock units granted (in shares)	229,000
Restricted stock units vested (in shares)	61,000	44,000	26,000
Stock-Settled Performance-Based Restricted Stock Units \| rTSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Multiplying factor	125.00%
Stock-Settled Performance-Based Restricted Stock Units \| rTSR \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Multiplying factor	75.00%
Stock-Settled Performance-Based Restricted Stock Units \| rTSR \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Multiplying factor	125.00%
Stock-Settled Performance-Based Restricted Stock Units \| Performance period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
Stock-Settled Performance-Based Restricted Stock Units \| Performance period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	2 years
Stock-Settled Performance-Based Restricted Stock Units \| Performance period 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Stock-Settled Performance-Based Restricted Stock Units \| Target units granted
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)	115,000	48,000	52,000
Stock-Settled Performance-Based Restricted Stock Units \| Maximum units granted
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)	229,000	97,000	103,000
Stock-Settled Performance-Based Restricted Stock Units \| Maximum potential shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units granted (in shares)	287,000	121,000	129,000
Cash-Settled Performance-Based Share-Based Awards (Liability Awards)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target cash incentive	$ 1,300,000	$ 1,000,000.0	$ 1,000,000.0
Liabilities associated with awards	3,400,000
Compensation cost not yet recognized	$ 3,100,000
Compensation cost not yet recognized, period of recognition	1 year 9 months 18 days
Amount paid in connection with liability awards	$ 1,700,000	833,000	417,000
Forfeited (in shares)	0
Cash-Settled Performance-Based Share-Based Awards (Liability Awards) \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Target cash incentive	$ 4,300,000	$ 2,500,000	$ 2,500,000
Cash-Settled Performance-Based Share-Based Awards (Liability Awards) \| Performance period 1
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
Cash-Settled Performance-Based Share-Based Awards (Liability Awards) \| Performance period 1 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Multiplying factor	250.00%
Cash-Settled Performance-Based Share-Based Awards (Liability Awards) \| Performance period 2
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	2 years
Cash-Settled Performance-Based Share-Based Awards (Liability Awards) \| Performance period 3
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	1 year
Compensation cost not yet recognized	$ 600,000
Compensation cost not yet recognized, period of recognition	4 months 24 days
Vested (in shares)	31,000	26,000	34,000
Weighted average grant-date fair value (in dollars per share)	$ 83.99	$ 59.02	$ 61.77
Restricted stock units granted (in shares)	20,000	31,000	26,000
Restricted stock units vested (in shares)	31,000	26,000	34,000
2018 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)	1,709,391
2018 Incentive Plan \| Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period	7 years
2018 Incentive Plan \| Employee Stock Option [Member] \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
2018 Incentive Plan \| Employee Stock Option [Member] \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	5 years
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant (in shares)	87,673
Purchase price for ESPP, percent of market price	95.00%

Segment Reporting and Foreign Operations - Assets, Depreciation, Amortization and Capital Expenditures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	$ 2,325,244	$ 1,663,966	$ 1,648,294
Depreciation and amortization	89,985	81,804	84,066
Capital expenditures	34,290	45,029	27,939
Cardiovascular
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	2,308,217	1,652,145	1,635,676
Depreciation and amortization	88,960	80,777	83,000
Capital expenditures	33,985	44,925	27,557
Endoscopy
Segment Reporting, Asset Reconciling Item [Line Items]
Assets	17,027	11,821	12,618
Depreciation and amortization	1,025	1,027	1,066
Capital expenditures	$ 305	$ 104	$ 382

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

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+ Details

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Payroll and related liabilities	$ 66,929	$ 58,620
Current portion of contingent liabilities	408	15,813
Advances from employees	285	165
Accrued rebates payable	11,005	10,925
Accrued legal settlement		1,000
Other accrued expenses	41,820	36,666
Total	$ 120,447	$ 123,189

Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2023

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

Accumulated Other Comprehensive Income (Loss)

16.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in each component of accumulated other comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):


	Cash Flow Hedges		Foreign Currency Translation		Total
BALANCE — January 1, 2021	$	(6,940)	$	1,488	$	(5,452)
Other comprehensive loss		(119)		(7,704)		(7,823)
Income taxes		(1,489)		689		(800)
Reclassifications to:
Revenue		5,592				5,592
Cost of sales		(1,017)				(1,017)
Interest expense		1,509				1,509
Net other comprehensive income (loss)		4,476		(7,015)		(2,539)

BALANCE — December 31, 2021		(2,464)		(5,527)		(7,991)
Other comprehensive income (loss)		11,142		(10,491)		651
Income taxes		(2,177)		102		(2,075)
Reclassifications to:
Revenue		(3,583)				(3,583)
Cost of sales		1,436				1,436
Interest expense		12				12
Net other comprehensive income (loss)		6,830		(10,389)		(3,559)

BALANCE — December 31, 2022		4,366		(15,916)		(11,550)
Other comprehensive income		4,518		2,959		7,477
Income taxes		866		(39)		827
Reclassifications to:
Revenue		(4,081)				(4,081)
Cost of sales		(1,457)				(1,457)
Interest expense		(2,550)				(2,550)
Net other comprehensive income (loss)		(2,704)		2,920		216

BALANCE — December 31, 2023	$	1,662	$	(12,996)	$	(11,334)

Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 118,771	$ 108,130
Accumulated Amortization	(76,887)	(69,780)
Net Carrying Amount	41,884	38,350
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	28,877	29,445
Accumulated Amortization	(10,916)	(10,203)
Net Carrying Amount	17,961	19,242
Distribution agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,250	3,250
Accumulated Amortization	(2,919)	(2,715)
Net Carrying Amount	331	535
License agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	11,142	11,109
Accumulated Amortization	(8,327)	(7,250)
Net Carrying Amount	2,815	3,859
Trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	35,135	30,221
Accumulated Amortization	(20,804)	(17,863)
Net Carrying Amount	14,331	12,358
Customer Lists
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	40,367	34,105
Accumulated Amortization	(33,921)	(31,749)
Net Carrying Amount	$ 6,446	$ 2,356

Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, opening balance	$ 1,576	$ 1,635	$ 1,674
Gross increases in tax positions taken in a prior year	112		82
Gross decreases in tax positions taken in a prior year		(10)
Gross increases in tax positions taken in the current year	442	294	316
Lapse of applicable statute of limitations	(508)	(343)	(437)
Unrecognized tax benefits, ending balance	$ 1,622	$ 1,576	$ 1,635

Segment Reporting and Foreign Operations - Operating Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Net sales	$ 1,257,366	$ 1,150,981	$ 1,074,751
Income from operations	123,944	87,563	60,916
Total other expense - net	(11,855)	(4,934)	(6,999)
Income tax expense	17,678	8,113	5,463
Net income	94,411	74,516	48,454
Cardiovascular
Segment Reporting Information [Line Items]
Net sales	1,220,560	1,118,224	1,043,227
Income from operations	114,440	80,946	53,415
Endoscopy
Segment Reporting Information [Line Items]
Net sales	36,806	32,757	31,524
Income from operations	$ 9,504	$ 6,617	$ 7,501

- 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

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+ 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.

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

Acquisitions and Other Strategic Transactions - Advanced Radiation Therapy (Details) - Advanced Radiation Therapy, LLC	May 01, 2023 USD ($)
Asset Acquisition [Line Items]
Purchase price	$ 750,000
Payment period	30 days
Acquired in-process research and development expense	$ 1,500,000
First Payment
Asset Acquisition [Line Items]
Deferred payment	500,000
Second Payment
Asset Acquisition [Line Items]
Deferred payment	$ 750,000

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 587,036	$ 58,408
Trade receivables - net of allowance for credit losses - 2023 - $8,721 and 2022 - $8,423	177,885	164,677
Other receivables	10,517	12,992
Inventories	303,871	265,991
Prepaid expenses and other current assets	24,286	22,324
Prepaid income taxes	4,016	3,913
Income tax refund receivables	859	779
Total current assets	1,108,470	529,084
Property and equipment:
Land and land improvements	26,017	25,940
Buildings	191,491	189,148
Manufacturing equipment	316,930	299,089
Furniture and fixtures	63,044	61,128
Leasehold improvements	53,638	49,673
Construction-in-progress	61,439	61,269
Total property and equipment	712,559	686,247
Less accumulated depreciation	(329,036)	(303,271)
Property and equipment - net	383,523	382,976
Other assets:
Goodwill	382,240	359,821
Deferred income tax assets	7,288	6,599
Right-of-use operating lease assets	63,047	65,262
Other assets	54,793	44,352
Total other assets	833,251	751,906
Total assets	2,325,244	1,663,966
Current liabilities:
Trade payables	65,944	68,504
Accrued expenses	120,447	123,189
Current portion of long-term debt		11,250
Short-term operating lease liabilities	12,087	11,005
Income taxes payable	5,086	6,697
Total current liabilities	203,564	220,645
Long-term debt	823,013	186,759
Deferred income tax liabilities	5,547	18,462
Long-term income taxes payable	347	347
Liabilities related to unrecognized tax benefits	1,912	1,912
Deferred compensation payable	17,167	15,264
Deferred credits	1,605	1,708
Long-term operating lease liabilities	56,259	59,736
Other long-term obligations	13,830	14,736
Total liabilities	1,123,244	519,569
Commitments and contingencies
Stockholders' equity:
Preferred stock - 5,000 shares authorized as of December 31, 2023 and December 31, 2022; no shares issued	0	0
Common stock, no par value; 100,000 shares authorized; issued and outstanding as of December 31, 2023 - 57,858 and December 31, 2022 - 57,306	638,150	675,174
Retained earnings	575,184	480,773
Accumulated other comprehensive loss	(11,334)	(11,550)
Total stockholders' equity	1,202,000	1,144,397
Total liabilities and stockholders' equity	2,325,244	1,663,966
Developed technology
Other assets:
Intangible assets:	283,999	237,522
Other
Other assets:
Intangible assets:	$ 41,884	$ 38,350

Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 62,244
2025	60,127
2026	49,037
2027	45,619
2028	$ 44,230

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

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

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2023 and 2022, 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
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Marketable securities ⁽¹⁾	$	78	$	78	$	—	$	—
Interest rate contract asset, current ⁽²⁾	$	1,503	$	—	$	1,503	$	—
Foreign currency contract assets, current and long-term ⁽³⁾	$	3,105	$	—	$	3,105	$	—
Foreign currency contract liabilities, current and long-term ⁽⁴⁾	$	(3,860)	$	—	$	(3,860)	$	—
Contingent consideration liabilities	$	(3,447)	$	—	$	—	$	(3,447)


			Fair Value Measurements Using
	Total Fair		Quoted prices in		Significant other		Significant
	Value at		active markets		observable inputs		unobservable inputs
	December 31, 2022		(Level 1)		(Level 2)		(Level 3)
Marketable securities ⁽¹⁾	$	138	$	138	$	—	$	—
Interest rate contract asset, long-term ⁽²⁾	$	3,444	$	—	$	3,444	$	—
Foreign currency contract assets, current and long-term ⁽³⁾	$	4,783	$	—	$	4,783	$	—
Foreign currency contract liabilities, current and long-term ⁽⁴⁾	$	(3,986)	$	—	$	(3,986)	$	—
Contingent consideration liabilities	$	(18,073)	$	—	$	—	$	(18,073)

(1)	Our marketable securities, which consist entirely of available-for-sale equity securities, are valued using market prices in active markets. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.

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

(3)

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 and other assets or other long-term assets in the consolidated balance sheets.

(4)

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.

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

Changes in the fair value of our contingent consideration liabilities during the years ended December 31, 2023 and 2022, consisted of the following (in thousands):


	2023		2022
Beginning balance	$	18,073	$	48,234
Contingent consideration expense		1,704		4,610
Contingent payments made		(16,330)		(34,762)
Effect of foreign exchange		—		(9)
Ending balance	$	3,447	$	18,073

Fair Value Inputs, Liabilities, Quantitative Information

The recurring Level 3 measurement of our contingent consideration liabilities includes the following significant unobservable inputs at December 31, 2023 and 2022 (amounts in thousands):


	Fair value at
	December 31,		Valuation			Weighted
Contingent consideration liability	2023		technique	Unobservable inputs	Range	Average⁽¹⁾
Revenue-based royalty payments contingent liability	$	2,945	Discounted cash flow	Discount rate	12.0% - 16.0%	14.6%
				Projected year of payments	2024-2034	2028

Revenue milestones contingent liability	$	93	Monte Carlo simulation	Discount rate	13.0%
				Projected year of payments	2024-2039	2039

Regulatory approval contingent liability	$	409	Scenario-based method	Discount rate	5.5%
				Probability of milestone payment	50.0%
				Projected year of payment	2024-2030	2030

(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.


	Fair value at
	December 31,		Valuation			Weighted
Contingent consideration liability	2022		technique	Unobservable inputs	Range	Average⁽¹⁾
Revenue-based royalty payments contingent liability	$	2,097	Discounted cash flow	Discount rate	14% - 17%	15.7%
				Projected year of payments	2023-2034	2026

Revenue milestones contingent liability	$	13,064	Monte Carlo simulation	Discount rate	5.1% - 14.0%	5.2%
				Projected year of payments	2023-2033	2023

Regulatory approval contingent liability	$	2,912	Scenario-based method	Discount rate	5.7%
				Probability of milestone payment	90%
				Projected year of payment	2023-2030	2024

(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 years ended December 31, 2023 and 2022 (in thousands):


	2023		2022
Beginning balance	$	281	$	199
Provision for credit loss expense		287		82
Ending balance	$	568	$	281

Earnings Per Common Share (EPS) - Diluted EPS (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Average common shares outstanding (in shares)	57,593	56,806	56,145
Effect of dilutive stock awards (in shares)	763	865	1,214
Total potential shares outstanding (in shares)	58,356	57,671	57,359
Diluted EPS (in dollars per share)	$ 1.62	$ 1.29	$ 0.84
Equity awards excluded as the impact was anti-dilutive (in shares)	1,143	1,438	799

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

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-Section S99
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-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Acquisitions and Other Strategic Transactions - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Apr. 30, 2022	Sep. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019
Business Acquisition [Line Items]
Contingent liability			$ 3,039	$ 2,260
Payments to acquire intangible assets			2,411	3,175	$ 2,834
Impairment charges			$ 270	$ 2,219	$ 4,283
Fluidx
Business Acquisition [Line Items]
Payments to acquire shares	$ 1,400	$ 2,700				$ 2,000
Ownership percentage				17.00%	15.00%
Equity method investment	$ 4,700

Derivatives (Tables)

12 Months Ended

Dec. 31, 2023

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 is as follows (in thousands):


Fair Value of Derivative Instruments Designated as Hedging Instruments	Balance Sheet Location	December 31, 2023		December 31, 2022
Assets
Interest rate swap	Prepaid expenses and other assets	$	1,503	$	—
Interest rate swap	Other assets (long-term)		—		3,444
Foreign currency forward contracts	Prepaid expenses and other assets		2,061		3,215
Foreign currency forward contracts	Other assets (long-term)		216		56

(Liabilities)
Foreign currency forward contracts	Accrued expenses		(1,898)		(1,509)
Foreign currency forward contracts	Other long-term obligations		(499)		(531)

Fair Value of Derivative Instruments Not Designated as Hedging Instruments	Balance Sheet Location	December 31, 2023		December 31, 2022
Assets
Foreign currency forward contracts	Prepaid expenses and other assets	$	828	$	1,512

(Liabilities)
Foreign currency forward contracts	Accrued expenses		(1,463)		(1,946)

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

Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income ("OCI") in our consolidated statements of comprehensive income and consolidated balance sheets (in thousands):


	Amount of Gain/(Loss)
	Recognized in OCI
	Year Ended December 31,
Derivative instrument	2023		2022		2021
Interest rate swaps	$	609	$	4,879	$	1,402
Foreign currency forward contracts		3,909		6,263		(1,521)

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


	Consolidated Statements						Amount of Gain/(Loss)
	of Income						reclassified from AOCI
	Year Ended December 31,						Year ended December 31,
Location in statements of income	2023			2022	2021		2023		2022		2021
Interest expense	$	(15,511)	$	(6,339)	$	(5,261)	$	2,550	$	(12)	$	(1,509)
Revenue		1,257,366		1,150,981		1,074,751		4,081		3,583		(5,592)
Cost of sales		(673,494)		(631,882)		(589,418)		1,457		(1,436)		1,017

Derivative Instruments, Gain (Loss)

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


		Year ended December 31,
Derivative Instrument	Location in statements of income	2023		2022		2021
Foreign currency forward contracts	Other income (expense) — net	$	2,004	$	1,420	$	(1,598)

Organization and Summary of Significant Accounting Policies - Stock Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allocated share-based compensation	$ 21,333	$ 18,042	$ 16,090

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 94,411	$ 74,516	$ 48,454
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	89,985	81,804	84,066
(Gain) Loss on disposition of business	(431)	1,417
Loss on sale or abandonment of property and equipment	5,838	380	1,303
Write-off of certain intangible assets and other long-term assets	506	2,281	4,412
Acquired in-process research and development	1,550	6,671
Amortization of right-of-use operating lease assets	11,307	10,394	11,718
Fair value adjustments related to contingent consideration liabilities	1,704	4,611	3,161
Amortization of deferred credits	(104)	(107)	(108)
Amortization and write-off of long-term debt issuance costs	1,717	604	604
Deferred income taxes	(12,643)	(14,924)	(4,631)
Stock-based compensation expense	21,333	18,042	16,090
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Trade receivables	(11,916)	(15,116)	(8,618)
Other receivables	2,429	4,154	(10,418)
Inventories	(32,105)	(47,929)	(25,183)
Prepaid expenses and other current assets	1,281	(1,798)	(3,555)
Prepaid income taxes	(92)	(379)	125
Income tax refund receivables	(58)	1,952	739
Other assets	(5,976)	657	(1,670)
Trade payables	(7,297)	12,661	6,050
Accrued expenses	(2,484)	(16,379)	36,462
Income taxes payable	(1,685)	4,521	(119)
Liabilities related to unrecognized tax benefits		(45)	314
Deferred compensation payable	1,903	(2,848)	1,303
Operating lease liabilities	(11,492)	(11,127)	(12,410)
Other long-term obligations	(2,530)	278	(858)
Total adjustments	50,740	39,775	98,777
Net cash, cash equivalents, and restricted cash provided by operating activities	145,151	114,291	147,231
Capital expenditures for:
Property and equipment	(34,290)	(45,029)	(27,939)
Intangible assets	(2,411)	(3,175)	(2,834)
Proceeds from the sale of property and equipment	201	65	1,037
Proceeds (payments) from disposition of business	431	(971)
Cash received for settlement of note receivable			2,000
Issuance of note receivable	(1,000)		(2,254)
Cash paid in acquisitions, net of cash acquired	(138,278)	(8,287)	(7,171)
Net cash, cash equivalents, and restricted cash used in investing activities	(175,347)	(57,397)	(37,161)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	15,584	20,070	21,306
Proceeds from issuance of long-term debt	1,199,203	215,205	98,421
Payments on long-term debt	(579,624)	(260,143)	(206,921)
Purchase of capped call option	(66,528)
Long-term debt issuance costs	(677)
Contingent payments related to acquisitions	(3,569)	(32,918)	(10,665)
Payment of taxes related to an exchange of common stock	(5,123)	(2,474)	(576)
Net cash, cash equivalents, and restricted cash provided by (used in) financing activities	559,266	(60,260)	(98,435)
Effect of exchange rates on cash, cash equivalents, and restricted cash	(484)	(3,826)	(801)
Net increase (decrease) in cash, cash equivalents and restricted cash	528,586	(7,192)	10,834
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Beginning of period	60,558	67,750	56,916
End of period	589,144	60,558	67,750
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	587,036	58,408	67,750
Restricted cash reported in prepaid expenses and other current assets	$ 2,108	2,150
Restricted Cash and Cash Equivalents, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid Expense and Other Assets, Current
Total cash, cash equivalents and restricted cash	$ 589,144	60,558	67,750
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest (net of capitalized interest of $XXX, $858 and $480, respectively)	14,051	6,258	5,261
Income taxes	31,534	17,092	8,828
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases in accounts payable	8,267	3,702	2,558
Acquisition purchases in accrued expenses and other long-term obligations	3,713	3,526
Merit common stock surrendered (XX, 18 and 3 shares, respectively) in exchange for exercise of stock options	5,809	1,140	180
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	$ 8,891	$ 11,130	$ 1,524

Organization and Summary of Significant Accounting Policies - Deferred Compensation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash surrender value of life insurance	$ 18,300	$ 15,800
Deferred compensation cost	$ 17,167	$ 15,264

Schedule II - Valuation and qualifying accounts

12 Months Ended

Dec. 31, 2023

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and qualifying accounts

(2) Financial Statement Schedules.

—

Schedule II - Valuation and qualifying accounts

Years Ended December 31, 2023, 2022 and 2021

(In thousands)


		Balance at		Additions Charged to				Balance at
Allowance for Credit Losses:		Beginning of Year		Costs and Expenses (a)		Deduction (b)		End of Year
2021	$	(5,313)	$	(2,678)	$	1,224	$	(6,767)
2022	$	(6,767)	$	(1,858)	$	202	$	(8,423)
2023	$	(8,423)	$	(1,772)	$	1,172	$	(9,023)

(a)

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

(b)

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

Years Ended December 31, 2023, 2022 and 2021

(In thousands)


		Balance at		Additions Charged to				Balance at
Tax Valuation Allowance:		Beginning of Year		Costs and Expenses (a)		Deduction		End of Year
2021	$	(10,213)	$	(573)	$	-	$	(10,786)
2022	$	(10,786)	$	(2,741)	$	-	$	(13,527)
2023	$	(13,527)	$	(213)	$	-	$	(13,740)

(a)

We record a valuation allowance against a deferred tax asset when it is determined that it is more likely than not that the deferred tax asset will not be realized.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF CASH FLOWS
Net capitalized interest	$ 1,272	$ 858	$ 480
Common stock surrendered in exchange for exercise of stock options (in shares)	86	18	3

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF INCOME
Net sales	$ 1,257,366	$ 1,150,981	$ 1,074,751
Cost of sales	673,494	631,882	589,418
Gross profit	583,872	519,099	485,333
Operating expenses:
Selling, general and administrative	373,676	342,525	335,690
Research and development	82,728	75,510	71,247
Legal settlement			10,036
Impairment charges	270	2,219	4,283
Contingent consideration expense	1,704	4,611	3,161
Acquired in-process research and development	1,550	6,671
Total operating expenses	459,928	431,536	424,417
Income from operations	123,944	87,563	60,916
Other income (expense):
Interest income	2,456	439	769
Interest expense	(15,511)	(6,339)	(5,261)
Other income (expense) - net	1,200	966	(2,507)
Total other expense - net	(11,855)	(4,934)	(6,999)
Income before income taxes	112,089	82,629	53,917
Income tax expense	17,678	8,113	5,463
Net income	$ 94,411	$ 74,516	$ 48,454
Earnings per common share
Basic (in dollars per share)	$ 1.64	$ 1.31	$ 0.86
Diluted (in dollars per share)	$ 1.62	$ 1.29	$ 0.84
Weighted average shares outstanding
Basic (in shares)	57,593	56,806	56,145
Diluted (in shares)	58,356	57,671	57,359

Earnings Per Common Share (EPS) - Basic EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net income	$ 94,411	$ 74,516	$ 48,454
Average common shares outstanding (in shares)	57,593	56,806	56,145
Basic EPS (in dollars per share)	$ 1.64	$ 1.31	$ 0.86

- Definition

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

+ References

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+ Details

- Definition

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

+ References

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Property and Equipment

Depreciation is computed using the straight-line method over estimated useful lives as follows:


Buildings		40 years
Manufacturing equipment		4 - 20 years
Furniture and fixtures		3 - 20 years
Land improvements		10 - 20 years
Leasehold improvements		4 - 25 years

Other assets

Other assets as of December 31, 2023 and 2022 consisted of the following (in thousands):


	2023		2022
Investments in privately held companies	$	19,061	$	15,576
Deferred compensation plan assets		18,309		15,767
Long-term notes receivable, net		3,241		2,397
Other		14,182		10,612
Total	$	54,793	$	44,352

Other Long-term Obligations

Other long-term obligations as of December 31, 2023 and 2022 consisted of the following (in thousands):


	2023		2022
Contingent consideration liabilities	$	3,039	$	2,260
Other long-term obligations		10,791		12,476
Total	$	13,830	$	14,736

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization. Merit Medical Systems, Inc. (“Merit,” “we,” or “us”) designs, develops, manufactures and markets single-use 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 cardiology and radiology medical device products which assist in diagnosing and treating coronary artery disease, peripheral vascular disease and other non-vascular diseases and includes embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, 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. Within those two operating segments, we offer products focused in five product categories: peripheral intervention, cardiac intervention, custom procedural solutions, original equipment manufacturer (“OEM”) and endoscopy.

We manufacture our products in plants located in the U.S., Mexico, The Netherlands, Ireland, France, Brazil and Singapore. We export sales to dealers and have direct or modified direct sales forces in the U.S., Canada, Western Europe, Australia, Brazil, Japan, China, Malaysia, South Korea, UAE, India, New Zealand and South Africa (see Note 13). Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The following is a summary of the more significant of such policies.

Use of Estimates in Preparing Financial Statements. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation. The consolidated financial statements include our wholly owned subsidiaries. Intercompany balances and transactions have been eliminated. Amounts presented in this report are rounded, while percentages and earnings per share amounts presented are calculated from the underlying amounts.

Cash and Cash Equivalents. We consider interest-bearing deposits with an original maturity date of three months or less to be cash equivalents. As of December 31, 2023 and 2022, we had restricted cash for the payment of certain import and other taxes for our subsidiary in China of $2.1 million and $2.1 million, respectively, which was reported within prepaid expenses and other assets on our consolidated balance sheets.

Receivables. Trade accounts receivable are recorded at the net invoice value and are not interest-bearing. An allowance for credit losses on trade receivables is recorded based on our expectation of credit losses and is based upon our historical bad debt experience, current economic conditions, expectations of future economic conditions and management’s evaluation of our ability to collect individual outstanding balances. Once collection efforts have been exhausted and a receivable is deemed to be uncollectible, such balance is charged against the allowance for credit losses.

Inventories. We value our inventories at the lower of cost, at approximate costs determined on a first-in, first-out method, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory costs include material, labor and manufacturing overhead. We review inventories on hand and record provisions based on estimated excess, slow moving and obsolete inventories, as well as inventories with a carrying value in excess of net realizable value. The regular and systematic review of the valuation of inventories includes an assessment of future product demand based on historical sales and raw material usage and product expiration.

Goodwill and Intangible Assets. We test goodwill balances for impairment on an annual basis as of July 1 or whenever impairment indicators arise. When impairment indicators are identified, we may elect to perform an optional qualitative assessment to determine whether it is more likely than not that the fair value of our reporting units has fallen below their carrying value. During our annual impairment test, we utilize four reporting units in evaluating goodwill for impairment using a quantitative assessment, which uses a combination of a guideline public company market-based approach and a discounted cash flow income-based approach. The quantitative assessment considers whether the carrying amount of a reporting unit exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value.

Finite-lived intangible assets including developed technology, customer lists, distribution agreements, license agreements, trademarks and patents are subject to amortization. Intangible assets are amortized over their estimated useful life on a straight-line basis, except for customer lists, which are generally amortized on an accelerated basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. 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 are largely independent of the cash flows of other assets and liabilities. We compare the carrying value of the asset group to the undiscounted cash flows expected to result from the asset group and determine whether the carrying amount is recoverable. We determine the fair value of each asset group 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.

In-process technology intangible assets, which are not subject to amortization until projects reach commercialization, are assessed for impairment at least annually and more frequently if events occur that would indicate a potential reduction in the fair value of the assets below their carrying value. An impairment charge would be recognized to the extent the carrying amount of the in-process technology exceeded its fair value.

Long-Lived Assets. We periodically review the carrying amount of our depreciable long-lived assets for impairment. An asset is considered impaired when undiscounted estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow.

Property and Equipment. Property and equipment is stated at the historical cost of construction or purchase. Construction costs include interest costs capitalized during construction. Maintenance and repairs of property and equipment are charged to operations as incurred. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Construction-in-process consists of new buildings and various production equipment being constructed internally and externally. Assets in construction-in-process will commence depreciating once the asset has been placed in service. Depreciation is computed using the straight-line method over estimated useful lives as follows:


Buildings		40 years
Manufacturing equipment		4 - 20 years
Furniture and fixtures		3 - 20 years
Land improvements		10 - 20 years
Leasehold improvements		4 - 25 years

Depreciation expense related to property and equipment for the years ended December 31, 2023, 2022 and 2021 was $34.0 million, $33.4 million, and $34.5 million, respectively.

Deferred Compensation. We have a deferred compensation plan that permits certain management employees to defer a portion of their salary until the future. We established a Rabbi trust to finance obligations under the plan with corporate-owned variable life insurance contracts. The cash surrender value totaled $18.3 million and $15.8 million at December 31, 2023 and 2022, respectively, which is included in other assets in our consolidated balance sheets. We have recorded a deferred compensation payable of $17.2 million and $15.3 million at December 31, 2023 and 2022, respectively, to reflect the liability to our employees under this plan.

Other Assets. Other assets as of December 31, 2023 and 2022 consisted of the following (in thousands):


	2023		2022
Investments in privately held companies	$	19,061	$	15,576
Deferred compensation plan assets		18,309		15,767
Long-term notes receivable, net		3,241		2,397
Other		14,182		10,612
Total	$	54,793	$	44,352

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 investment. Our share of earnings associated with equity method investments is reported within other income (expense) in our consolidated statements of income. 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.

Other Long-term Obligations. Other long-term obligations as of December 31, 2023 and 2022 consisted of the following (in thousands):


	2023		2022
Contingent consideration liabilities	$	3,039	$	2,260
Other long-term obligations		10,791		12,476
Total	$	13,830	$	14,736

In connection with a business combination, any contingent consideration is recorded at fair value on the acquisition date based upon the consideration expected to be transferred in the future. We re-measure the estimated liability each quarter based upon changes in revenue estimates, changes in the probability of achieving relevant milestones and changes in the discount rate or expected period of payment. Changes in the estimated fair value are recorded through operating expense in our consolidated statements of income.

Revenue Recognition. We sell our medical products through a direct sales force in the U.S. and through OEM relationships, custom procedure tray manufacturers and a combination of direct sales force and independent distributors in international markets. Revenue is recognized when a customer obtains control of promised goods based on the consideration we expect to receive in exchange for these goods. This core principle is achieved through the following steps:

Identify the contract with the customer. A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods to be transferred and identifies the payment terms related to these goods, (ii) the contract has commercial substance and (iii) we determine that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We do not have significant costs to obtain contracts with customers. For commissions on product sales, we have elected the practical expedient to expense the costs as incurred if the amortization period would have been one year or less.

Identify the performance obligations in the contract. Generally, our contracts with customers do not include multiple performance obligations to be completed over a period of time. Our performance obligations generally relate to delivering single-use medical products to a customer, subject to the shipping terms of the contract. Limited warranties are provided, under which we typically accept returns and provide either replacement parts or refunds. We do not have significant returns. We do not typically offer extended warranty or service plans, except in limited cases which are not material.

Determine the transaction price. Payment by the customer is due under customary fixed payment terms, and we evaluate if collectability is reasonably assured. Our contracts do not typically contain a financing component. Revenue is recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. The estimates of variable consideration are based on historical payment experience, historical and projected sales data, and current contract terms. Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.

Allocate the transaction price to performance obligations in the contract. We typically do not have multiple performance obligations in our contracts with customers. As such, we generally recognize revenue upon transfer of the product to the customer’s control at contractually stated pricing.

Recognize revenue when or as we satisfy a performance obligation. We generally satisfy performance obligations at a point in time upon either shipment or delivery of goods, in accordance with the terms of each contract with the customer. We do not have significant service revenue. Contract assets are recognized for the future right to invoice customers, and contract liabilities are recognized for unearned revenue if payment is received prior to our fulfillment of performance obligations. We do not have material contract assets or contract liabilities.

Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the years ended December 31, 2023, 2022 and 2021. In addition, we invoice our customers for taxes assessed by governmental authorities, such as sales tax and value-added taxes. We present these taxes on a net basis.

Shipping and Handling. When billed to our customers, shipping and handling charges are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales.

Cost of Sales. We include product costs (i.e., material, direct labor and overhead costs), shipping and handling expense, product royalty expense, developed technology amortization expense, production-related depreciation expense and product license agreement expense in cost of sales.

Research and Development. Research and development costs, including new product development, clinical trials, and regulatory compliance, are expensed as incurred.

Income Taxes. Under our accounting policies, we initially recognize a tax position in our financial statements when it becomes more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts. Although we believe our provisions for unrecognized tax positions are reasonable, we can make no assurance that the final tax outcome of these matters will not be different from that which we have reflected in our income tax provisions and accruals. Such differences could have a material impact on our income tax provisions and operating results in the periods in which we make such determination.

Earnings per Common Share. Net income per common share is computed by both the basic method, which uses the weighted average number of our common shares outstanding, and the diluted method, which includes the potentially dilutive common equivalent shares outstanding. Performance stock units are considered contingently issuable awards and are excluded from the weighted average basic share calculation. These awards are included in the weighted average dilutive share calculation, to the extent they are dilutive, based on the number of shares, if any, that would be issuable as of the end of the reporting period assuming the end of the reporting period is also the end of the performance period. For Convertible Notes, the dilutive effect is calculated using the if-converted method.

Fair Value Measurements. The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Stock-Based Compensation. We recognize the fair value compensation cost relating to stock-based payment transactions in accordance with Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period. The fair value of our stock options is estimated using a Black-Scholes option valuation model. The fair value of our performance stock units linked to total shareholder return is estimated using Monte-Carlo simulations. Compensation expense is adjusted each period based on the grant-date fair value and the number of shares that are probable of being awarded based on the performance conditions of the awards. Restricted stock units are valued based on the closing stock price on the date of grant. Cash-settled share-based awards, or liability awards, are remeasured at fair value each reporting period until the awards are settled. Total stock-based compensation expense for the years ended December 31, 2023, 2022 and 2021 was $21.3 million, $18.0 million, and $16.1 million, respectively (see Note 12).

Concentration of Credit Risk. Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We provide credit, in the normal course of business, primarily to hospitals and independent third-party custom procedure tray manufacturers and distributors. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. Due to the diversified nature and number of our customers, concentrations of credit risk with respect to accounts receivable are limited.

Foreign Currency. The financial statements of our foreign subsidiaries are measured using local currencies as the functional currency, with the exception of our manufacturing subsidiaries in Ireland and Mexico, which each use the U.S. Dollar as its functional currency. Assets and liabilities are translated into U.S. Dollars at year-end rates of exchange and results of operations are translated at average rates for the year. Gains and losses resulting from these translations are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. Transactional exchange gains or losses are included in other income (expense) in determining net income for the period.

Derivatives. We use forward contracts to mitigate our exposure to volatility in foreign exchange rates, and we use an interest rate swap to hedge changes in the benchmark interest rate related to our Fourth Amended Credit Agreement described in Note 8. All derivatives are recognized in the consolidated balance sheets at fair value. Classification of each hedging instrument is based upon whether the maturity of the instrument is less than or greater than 12 months. We do not purchase or hold derivative financial instruments for speculative or trading purposes (see Note 9).

Recently Adopted Financial Accounting Standards. In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard 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. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848, which defers the sunset date of the guidance in ASC 848 to December 31, 2024. During 2023, we transitioned our interest rate swap agreement to reference the Secured Overnight Financing Rate (“SOFR”) in connection with reference rate reform and adopted certain optional expedients provided in ASU 2020-04 in relation to contract modifications and hedge accounting that allowed us

to continue hedge accounting for our interest rate swap cash flow hedge (see Note 9). The adoption of this guidance did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standards. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The provisions of this update must be applied retrospectively to all periods presented in the financial statements. We are currently assessing the anticipated impact of this standard on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends Income Taxes (Topic 740). The FASB issued this update to improve annual basis income tax disclosures related to (1) rate reconciliation, (2) income taxes paid, and (3) other disclosures related to pretax income (or loss) and income tax expense (or benefit) from continuing operations. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the impact this standard will have on our consolidated financial statement disclosures.

We currently believe there are no other issued and not yet effective accounting standards that are materially relevant to our financial statements.

Income Taxes - Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 60,935	$ 77,562	$ 21,328
Foreign	51,154	5,067	32,589
Income before income taxes	$ 112,089	$ 82,629	$ 53,917

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Accrued Expenses

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses

7.ACCRUED EXPENSES

Accrued expenses at December 31, 2023 and 2022, consisted of the following (in thousands):


	2023		2022
Payroll and related liabilities	$	66,929	$	58,620
Current portion of contingent liabilities		408		15,813
Advances from employees		285		165
Accrued rebates payable		11,005		10,925
Accrued legal settlement		—		1,000
Other accrued expenses		41,820		36,666
Total	$	120,447	$	123,189

Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liabilities	$ (3,039)	$ (2,260)
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	78	138
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate contract asset, current and long-term	1,503	3,444
Foreign currency contract assets, current and long-term	3,105	4,783
Foreign currency contract liabilities, current and long-term	(3,860)	(3,986)
Fair Value, Measurements, Recurring \| Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liabilities	(3,447)	(18,073)
Estimate of Fair Value, Fair Value Disclosure \| Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	78	138
Interest rate contract asset, current and long-term	1,503	3,444
Foreign currency contract assets, current and long-term	3,105	4,783
Foreign currency contract liabilities, current and long-term	(3,860)	(3,986)
Contingent consideration liabilities	$ (3,447)	$ (18,073)

Revenues (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents sales by operating segment disaggregated based on product category and geographic region for the years ended December 31, 2023, 2022 and 2021 (in thousands).


	Year Ended						Year Ended						Year Ended
	December 31, 2023						December 31, 2022						December 31, 2021
	United States		International		Total		United States		International		Total		United States		International		Total
Cardiovascular
Peripheral Intervention	$	299,313	$	202,907	$	502,220	$	263,602	$	176,208	$	439,810	$	244,459	$	160,657	$	405,116
Cardiac Intervention		143,755		214,696		358,451		128,711		214,475		343,186		122,452		198,189		320,641
Custom Procedural Solutions		114,010		81,323		195,333		108,778		81,416		190,194		108,068		85,874		193,942
OEM		135,525		29,031		164,556		118,869		26,165		145,034		104,436		19,092		123,528
Total		692,603		527,957		1,220,560		619,960		498,264		1,118,224		579,415		463,812		1,043,227

Endoscopy
Endoscopy Devices		34,386		2,420		36,806		30,599		2,158		32,757		29,463		2,061		31,524

Total	$	726,989	$	530,377	$	1,257,366	$	650,559	$	500,422	$	1,150,981	$	608,878	$	465,873	$	1,074,751

Derivatives - Forward Notional Contracts (Details) - Foreign currency forward contracts - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Designated as hedging instrument \| Derivatives designated as cash flow hedges
Derivative [Line Items]
Aggregate notional amount of derivative	$ 141.1	$ 87.8
Not designated as hedging instrument
Derivative [Line Items]
Aggregate notional amount of derivative	$ 108.4	$ 92.4

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Principal balances outstanding under our long-term debt obligations as of December 31, 2023 and 2022, consisted of the following (in thousands):


	2023		2022
Term loans	$	99,063	$	124,688
Revolving credit loans		—		73,500
Convertible notes		747,500		—
Less unamortized debt issuance costs		(23,550)		(179)
Total long-term debt		823,013		198,009
Less current portion		—		11,250
Long-term portion	$	823,013	$	186,759

Schedule of Maturities of Long-term Debt

Future minimum principal payments on our long-term debt as of December 31, 2023, are as follows (in thousands):


Years Ending	Future Minimum
December 31,	Principal Payments
2024	$	—
2025		—
2026		—
2027		—
2028		99,063
Thereafter		747,500
Total future minimum principal payments	$	846,563

Schedule of Long-term Debt Covenants

The Fourth Amended Credit Agreement, as amended is collateralized by substantially all of our assets. The Fourth 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 Fourth Amended Credit Agreement requires that we maintain certain financial covenants, as follows:


	Covenant Requirement
Consolidated Total Net Leverage Ratio ⁽¹⁾		5.0 to 1.0
Consolidated Senior Secured Net Leverage Ratio ⁽²⁾		3.0 to 1.0
Consolidated Interest Coverage Ratio ⁽³⁾		3.0 to 1.0

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

(2)	Maximum Consolidated Senior Secured Net Leverage Ratio (as defined in the Fourth Amended Credit Agreement, as amended) as of any fiscal quarter end.

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

- 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.

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+ Details

Derivatives - Gain (Loss) in the Consolidated Statements of Income (Details) - Not designated as hedging instrument - Foreign currency forward contracts - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative [Line Items]
Gain (loss) on derivative	$ 2,004	$ 1,420	$ (1,598)
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)

Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease cost	$ 14,879	$ 14,219	$ 16,013
Sublease (income)	(488)	(409)	(75)
Net lease cost	$ 14,391	$ 13,810	$ 15,938

Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2024	$ 13,706
2025	10,718
2026	8,867
2027	7,432
2028	6,089
Thereafter	33,950
Total minimum lease payments	80,762
Less: Imputed interest	(12,416)
Total	$ 68,346	$ 70,741

Commitments and Contingencies

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10.COMMITMENTS AND CONTINGENCIES

We are obligated under non-terminable operating leases for manufacturing facilities, finished good distribution centers, office space, equipment, vehicles, and land. See Note 17 for disclosures regarding these operating leases.

Royalties. As of December 31, 2023, we had entered into a number of agreements to license or acquire rights to certain intellectual property which require us to make royalty payments during the term of the agreements generally based on a percentage of sales. During the years ended December 31, 2023, 2022 and 2021, total royalty expense approximated $8.6 million, $7.3 million and $7.6 million, respectively, and is recorded in cost of sales on the consolidated statements of income. Minimum contractual commitments under royalty agreements to be paid within twelve months of December 31, 2023 were not significant. See Note 15 for discussion of future royalty commitments related to acquisitions.

Litigation. In the ordinary course of business, we are involved in various claims and litigation matters. 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 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.

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 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 alleged 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 sought unspecified damages, costs, and professional fees. Following mediation, the parties negotiated an agreement to settle the dispute, which, among other provisions, provides for the release of all claims against Merit and the other defendants in exchange for Merit’s undertaking to implement certain corporate governance revisions and pay attorneys fees and expenses in the amount of $1.0 million. On February 16, 2023, the court held a hearing and announced approval of the settlement, which has the effect of resolving all claims arising from the litigation. The expense associated with the settlement has been reflected in our financial results reported for the year ended December 31, 2022.

SEC Inquiry

We have received requests from the Division of Enforcement of the U.S. Securities and Exchange Commission (“SEC”) seeking the voluntary production of information relating to the business activities of Merit’s subsidiary in China, including interactions with hospitals and health care officials in China. We are cooperating with the requests and investigating the matter and, at this time, are unable to predict the scope, timing, significance or outcome of this matter.

It is possible that the ultimate resolution of the foregoing matter, or 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 these matters, such as outside counsel fees and expenses, are charged to expense in the period incurred.

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Use of Estimates in Preparing Financial Statements

Principles of Consolidation

Cash and Cash Equivalents

Receivables

Inventories

Goodwill and Intangible Assets

Long-Lived Assets

Property and Equipment


Buildings		40 years
Manufacturing equipment		4 - 20 years
Furniture and fixtures		3 - 20 years
Land improvements		10 - 20 years
Leasehold improvements		4 - 25 years

Depreciation expense related to property and equipment for the years ended December 31, 2023, 2022 and 2021 was $34.0 million, $33.4 million, and $34.5 million, respectively.

Deferred Compensation

Other Assets

Other Assets. Other assets as of December 31, 2023 and 2022 consisted of the following (in thousands):


	2023		2022
Investments in privately held companies	$	19,061	$	15,576
Deferred compensation plan assets		18,309		15,767
Long-term notes receivable, net		3,241		2,397
Other		14,182		10,612
Total	$	54,793	$	44,352

Other Long-term Obligations

Other Long-term Obligations. Other long-term obligations as of December 31, 2023 and 2022 consisted of the following (in thousands):


	2023		2022
Contingent consideration liabilities	$	3,039	$	2,260
Other long-term obligations		10,791		12,476
Total	$	13,830	$	14,736

Revenue Recognition/Shipping and Handling/Cost of Sales

Research and Development

Research and Development. Research and development costs, including new product development, clinical trials, and regulatory compliance, are expensed as incurred.

Income Taxes

Earnings per Common Share

Fair Value Measurements

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Stock-Based Compensation

Concentration of Credit Risk

Foreign Currency

Derivatives

to continue hedge accounting for our interest rate swap cash flow hedge (see Note 9). The adoption of this guidance did not have a material impact on our consolidated financial statements.

We currently believe there are no other issued and not yet effective accounting standards that are materially relevant to our financial statements.

New Financial Accounting Standards

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 94,411	$ 74,516	$ 48,454

- Definition

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

+ References

+ Details

Employee Stock Purchase Plan, Stock Options and Warrants - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	$ 21,333	$ 18,042	$ 16,090
Cost of sales \| Employee Stock Option [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	1,647	1,606	1,476
Research and development \| Employee Stock Option [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	1,739	1,789	1,343
Selling, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	17,947	14,647	13,271
Selling, general and administrative \| Employee Stock Option [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	7,542	7,305	6,678
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	6,344	3,509	3,525
Selling, general and administrative \| Restricted Stock Units
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Allocated share-based compensation	1,771	1,836	1,557
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	$ 2,290	$ 1,997	$ 1,511

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred income tax assets:
Allowance for credit losses on trade receivables	$ 2,009	$ 1,925
Accrued compensation expense	10,285	9,968
Inventory differences	5,477	5,712
Net operating loss carryforwards	10,007	11,117
Stock-based compensation expense	7,913	7,167
Operating lease assets	11,331	12,801
Federal R&D tax credit		634
State R&D tax credits	5,237	4,679
IRC Section 174 capitalized R&D	26,370	15,012
Other	10,159	8,827
Total deferred income tax assets	88,788	77,842
Deferred income tax liabilities:
Prepaid expenses	(1,123)	(1,568)
Property and equipment	(23,539)	(20,925)
Intangible assets	(34,613)	(38,547)
Foreign withholding tax	(2,005)	(1,571)
Operating lease liabilities	(10,129)	(11,527)
Other	(1,898)	(2,040)
Total deferred income tax liabilities	(73,307)	(76,178)
Valuation allowance	(13,740)	(13,527)
Net deferred income tax assets	1,741
Net deferred income tax liabilities		(11,863)
Reported as:
Deferred income tax assets	7,288	6,599
Deferred income tax liabilities	(5,547)	(18,462)
Net deferred income tax assets	$ 1,741
Net deferred income tax liabilities		$ (11,863)

Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

15.FAIR VALUE MEASUREMENTS

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

Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2023 and 2022, 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
	December 31, 2023		(Level 1)		(Level 2)		(Level 3)
Marketable securities ⁽¹⁾	$	78	$	78	$	—	$	—
Interest rate contract asset, current ⁽²⁾	$	1,503	$	—	$	1,503	$	—
Foreign currency contract assets, current and long-term ⁽³⁾	$	3,105	$	—	$	3,105	$	—
Foreign currency contract liabilities, current and long-term ⁽⁴⁾	$	(3,860)	$	—	$	(3,860)	$	—
Contingent consideration liabilities	$	(3,447)	$	—	$	—	$	(3,447)


			Fair Value Measurements Using
	Total Fair		Quoted prices in		Significant other		Significant
	Value at		active markets		observable inputs		unobservable inputs
	December 31, 2022		(Level 1)		(Level 2)		(Level 3)
Marketable securities ⁽¹⁾	$	138	$	138	$	—	$	—
Interest rate contract asset, long-term ⁽²⁾	$	3,444	$	—	$	3,444	$	—
Foreign currency contract assets, current and long-term ⁽³⁾	$	4,783	$	—	$	4,783	$	—
Foreign currency contract liabilities, current and long-term ⁽⁴⁾	$	(3,986)	$	—	$	(3,986)	$	—
Contingent consideration liabilities	$	(18,073)	$	—	$	—	$	(18,073)

(1)	Our marketable securities, which consist entirely of available-for-sale equity securities, are valued using market prices in active markets. Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.

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

(3)

(4)

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. Contingent consideration liabilities are re-measured to fair value at each reporting period, with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income. 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 years ended December 31, 2023 and 2022, consisted of the following (in thousands):


	2023		2022
Beginning balance	$	18,073	$	48,234
Contingent consideration expense		1,704		4,610
Contingent payments made		(16,330)		(34,762)
Effect of foreign exchange		—		(9)
Ending balance	$	3,447	$	18,073

As of December 31, 2023, $3.0 million in contingent consideration liability was included in other long-term obligations and $0.4 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet related to contingent liabilities. As of December 31, 2022, $2.3 million in contingent consideration liability was included in other long-term obligations and $15.8 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet related to contingent liabilities.

Cash payments related to the settlement of the contingent consideration liability recognized at fair value as of the applicable acquisition date have been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. Payments related to increases in the contingent consideration liability subsequent to the date of acquisition of $12.8 million and $1.8 million for the years ended December 31, 2023 and 2022 are reflected as operating cash flows.

The recurring Level 3 measurement of our contingent consideration liabilities includes the following significant unobservable inputs at December 31, 2023 and 2022 (amounts in thousands):


	Fair value at
	December 31,		Valuation			Weighted
Contingent consideration liability	2023		technique	Unobservable inputs	Range	Average⁽¹⁾
Revenue-based royalty payments contingent liability	$	2,945	Discounted cash flow	Discount rate	12.0% - 16.0%	14.6%
				Projected year of payments	2024-2034	2028

Revenue milestones contingent liability	$	93	Monte Carlo simulation	Discount rate	13.0%
				Projected year of payments	2024-2039	2039

Regulatory approval contingent liability	$	409	Scenario-based method	Discount rate	5.5%
				Probability of milestone payment	50.0%
				Projected year of payment	2024-2030	2030

(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.


	Fair value at
	December 31,		Valuation			Weighted
Contingent consideration liability	2022		technique	Unobservable inputs	Range	Average⁽¹⁾
Revenue-based royalty payments contingent liability	$	2,097	Discounted cash flow	Discount rate	14% - 17%	15.7%
				Projected year of payments	2023-2034	2026

Revenue milestones contingent liability	$	13,064	Monte Carlo simulation	Discount rate	5.1% - 14.0%	5.2%
				Projected year of payments	2023-2033	2023

Regulatory approval contingent liability	$	2,912	Scenario-based method	Discount rate	5.7%
				Probability of milestone payment	90%
				Projected year of payment	2023-2030	2024

(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 liabilities are re-measured to fair value each reporting period using projected revenues, discount rates, probabilities of payment, and projected payment dates. Projected contingent payment amounts are discounted back to the current period using a discounted cash flow model. Projected revenues are based on our most recent internal operational budgets and long-range strategic plans. An increase (decrease) in either the discount rate or the time to payment, in isolation, may result in a significantly lower (higher) fair value measurement. A decrease (increase) in the probability of any milestone payment may result in lower (higher) fair value measurements. Our determination of the fair value of contingent consideration liabilities 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.

Contingent Payments to Related Parties. As a former shareholder of Cianna Medical, a former Merit director was eligible for payments for the achievement of sales milestones specified in our merger agreement with Cianna Medical completed in 2018. 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. During 2023, we made the final contingent payment to Cianna Medical Shareholders, including $0.9 million paid to the former Merit director who is a former Cianna Medical shareholder. During the year ended December 31, 2022, we made contingent payments of approximately $1.6 million to the former director, and no such payments during 2021.

Fair Value of Other Financial Instruments

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 under our Fourth Amended Credit Agreement 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. We believe the fair value our long-term debt under our convertible notes approximates carrying value as the notes were issued in December 2023. 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 are 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 in privately held companies, intangible assets and goodwill in connection with impairment evaluations. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy.

Intangible Assets. During the years ended December 31, 2023, 2022 and 2021, we had losses of $0.0 million, $1.7 million and $1.6 million, respectively, related to certain acquired intangible assets (see Note 5).

Right of Use Operating Lease Assets. 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 an impairment loss during the year ended December 31, 2021 of $1.4 million, which is equal to the excess of the carrying value of the assets over their estimated fair value. The impairment loss was driven primarily by site consolidation decisions and changes in our projected cash flows for the ROU operating lease asset and related long-lived assets, due to changes in the real estate market as a result of the COVID-19 pandemic. These changes included an increase in the anticipated time to identify a lessee, an increase in anticipated lease concessions, and a decrease in the expected lease rates for the property. The ROU operating lease asset impairment losses pertained to our cardiovascular segment. We had no such losses during the years ended December 31, 2023 and 2022.

Property and Equipment. During the year ended December 31, 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. We had no such losses during the years ended December 31, 2023 and 2022.

Equity Investments, Purchase Options and Notes Receivable. During the year ended December 31, 2023, we recorded impairment charges of $0.3 million associated with our previously held equity investment in Bluegrass in connection with the Bluegrass asset acquisition completed on May 4, 2023 (see Note 3). During the year ended December 31, 2022, we recognized $0.5 million of impairment expense related to our equity method investment in XableCath, as business ceased operations. We had no such losses during the years ended December 31, 2021. Our equity investments in privately held companies were $19.1 million and $15.6 million at December 21, 2023 and 2022, 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 investment. 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.

Current Expected Credit Losses

Our outstanding long-term notes receivable, including accrued interest and our allowance for current expected credit losses, were $3.2 million and $2.4 million, as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, we had an allowance for current expected credit losses of $568,000 and $281,000, respectively, associated with these notes receivable. 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.

The table below presents a rollforward of the allowance for current expected credit losses on our notes receivable for the years ended December 31, 2023 and 2022 (in thousands):


	2023		2022
Beginning balance	$	281	$	199
Provision for credit loss expense		287		82
Ending balance	$	568	$	281

- 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

Derivatives - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Derivatives - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	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	$ 0.9
Amount expected to be reclassified from accumulated other comprehensive income to earnings (loss) in next twelve months, net of tax	0.7
Interest expense
Derivative [Line Items]
Amount expected to be reclassified from accumulated other comprehensive income (loss) to earnings in next twelve months, gross	1.5
Amount expected to be reclassified from accumulated other comprehensive income to earnings (loss) in next twelve months, net of tax	1.1
Interest rate swap \| Designated as hedging instrument
Derivative [Line Items]
Fair value of derivative liability	(1.5)	$ (3.4)
Deferred tax asset used to offset fair value of interest rate swap	$ (0.4)	$ (0.8)
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
Fixed rate			1.64%
Investment, Variable Interest Rate, Type [Extensible Enumeration]			us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember
Foreign currency forward contracts
Derivative [Line Items]
Maturity of derivative contract (up to)	2 years

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

8.DEBT

Principal balances outstanding under our long-term debt obligations as of December 31, 2023 and 2022, consisted of the following (in thousands):


	2023		2022
Term loans	$	99,063	$	124,688
Revolving credit loans		—		73,500
Convertible notes		747,500		—
Less unamortized debt issuance costs		(23,550)		(179)
Total long-term debt		823,013		198,009
Less current portion		—		11,250
Long-term portion	$	823,013	$	186,759

Future minimum principal payments on our long-term debt as of December 31, 2023, are as follows (in thousands):


Years Ending	Future Minimum
December 31,	Principal Payments
2024	$	—
2025		—
2026		—
2027		—
2028		99,063
Thereafter		747,500
Total future minimum principal payments	$	846,563

Fourth Amended and Restated Credit Agreement

On June 6, 2023, we entered into a Fourth Amended and Restated Credit Agreement (the "Fourth Amended Credit Agreement"). The Fourth Amended Credit Agreement is a syndicated loan agreement with Wells Fargo Bank, National Association and other parties. The Fourth Amended Credit Agreement amended and restated in its entirety our previously outstanding Third Amended and Restated Credit Agreement and all amendments thereto. The Fourth Amended Credit Agreement provides for a term loan of $150 million and a revolving credit commitment of up to an aggregate amount of $700 million, inclusive of sub-facilities for multicurrency borrowings, standby letters of credit and swingline loans. On June 6, 2028, all principal, interest and other amounts outstanding under the Fourth 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.

On December 5, 2023, we executed an amendment to the Fourth Amended Credit Agreement (the "Fourth Amended Credit Agreement, as amended") to facilitate the issuance of our Convertible Notes described below. Among other things, the amendment also updated the definition of the Applicable Margin used in determining the interest rates and amended the financial covenants, all as described below.

Term loans made under the Fourth Amended Credit Agreement, as amended bear interest, at our election, at either (i) the Base Rate plus the Applicable Margin (as defined in the Fourth Amended Credit Agreement) or, (ii) Adjusted Term SOFR plus the Applicable Margin (as defined in the Fourth Amended Credit Agreement, as amended). Revolving credit loans bear interest, at our election, at either (a) the Base Rate plus the Applicable Margin, (b) Adjusted Term SOFR plus the Applicable Margin, (c) Adjusted Eurocurrency Rate plus the Applicable Margin (as defined in the Fourth Amended Credit Agreement, as amended), or (d) Adjusted Daily Simple SONIA plus the Applicable Margin (as defined in the Fourth Amended Credit Agreement, as amended). Swingline loans bear interest at the Base Rate plus the Applicable Margin. Interest on each loan featuring the Base Rate and each Daily Simple SONIA Loan is due and payable on the last business day of each calendar month; interest on each loan featuring the Eurocurrency Rate and each Term SOFR 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.


	Covenant Requirement
Consolidated Total Net Leverage Ratio ⁽¹⁾		5.0 to 1.0
Consolidated Senior Secured Net Leverage Ratio ⁽²⁾		3.0 to 1.0
Consolidated Interest Coverage Ratio ⁽³⁾		3.0 to 1.0

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

(2)	Maximum Consolidated Senior Secured Net Leverage Ratio (as defined in the Fourth Amended Credit Agreement, as amended) as of any fiscal quarter end.

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

As of December 31, 2023, we believe we were in compliance with all covenants set forth in the Fourth Amended Credit Agreement, as amended.

As of December 31, 2023, we had outstanding borrowings of $99.1 million and issued letter of credit guarantees of $2.7 million under the Fourth Amended Credit Agreement, as amended, with additional available borrowings of approximately $626 million, based on the leverage ratio required pursuant to the Fourth Amended Credit Agreement, as amended. Our interest rate as of December 31, 2023 was a fixed rate of 3.39% with respect to $75 million of the principal amount, as a result of an interest rate swap (see Note 9) and a variable floating rate of 7.21% on $24.1 million. Our interest rate as of December 31, 2022 was a fixed rate of 2.71% on $75 million as a result of an interest rate swap and a variable floating rate of 5.38% on $123.2 million. The foregoing fixed rates are exclusive of potential future changes in the applicable margin.

Convertible Notes

In December 2023, we issued Convertible Notes which bear interest at 3.00% per year, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024. The Convertible Notes are senior unsecured obligations (as defined in the Note Indenture) of the Company and will mature on February 1, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. The net proceeds from the sale of the Convertible Notes were approximately $724.8 million after deducting offering and issuance costs and before the costs of the Capped Call transaction, as described below.

The initial conversion rate of the notes will be 11.5171 shares of common stock per $1,000 principal amount of notes equivalent to an initial conversion price of approximately $86.83 per share of common stock, subject to adjustments as provided in the Indenture upon the occurrence of certain specified events. In addition, Holders of the Convertible Notes (“Holders”) will have the right to require the Company to repurchase all or a part of their notes upon the occurrence of a “fundamental change” (as defined in the indenture governing the Convertible Notes) in cash at a fundamental change repurchase price of 100% of their principal amount plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Conversion can occur at the option of the Holders at any time on or after October 1, 2028. Prior to October 1, 2028, Holders may only elect to convert the Convertible Notes under the following circumstances: (1) During the five business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of the Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; (2) The Company issues to common stockholders any rights, options, or warrants, entitling them, for a period of not more than 60 days, to purchase shares of common stock at a price per share less than the average closing sale price of 10 consecutive trading days, or the Company’s election to make a distribution to common stockholders exceeding 10% of the previous day’s closing sale price; (3) Upon the occurrence of a Fundamental Change, as set forth in the indenture governing the Convertible Notes; (4) During any calendar quarter (and only during such calendar quarter) beginning after March 31, 2024, if, the last reported sale price per share of the Company’s common stock exceeds 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) in the period of the 30 consecutive trading day period ending on, and including, the last trading day of the immediately preceding calendar quarter; or (5) Prior to the related redemption date if the Company calls any Convertible Notes for redemption. As of December 31, 2023, none of the conditions permitting the holders of the Convertible Notes to convert their notes early had been met, therefore, they are classified as long-term.

On or after February 7, 2027, we may redeem for cash all or part of the Convertible Notes, at our option, if the last reported sales price of common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related notice of the redemption.

Upon conversion, the Company will (1) pay cash up to the aggregate principal amount of the Convertible Notes to be converted and (2) pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of our common stock, at the Company’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

Capped Call Transaction

In December 2023, in connection with the pricing of the Convertible Notes, Merit entered into privately negotiated capped call transactions (“Capped Call Transactions”) with certain of the initial purchasers and/or their respective affiliates and certain other financial institutions. The Capped Call Transactions cover, subject to customary anti-dilution adjustments, the number of shares of Merit’s common stock initially underlying the Convertible Notes and are generally expected to reduce potential dilution to Merit’s common stock upon any conversion of Convertible Notes and/or offset any cash payments Merit is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on a cap price initially equal to approximately $114.68 per share of Merit’s common stock, subject to certain adjustments under the terms of the Capped Call Transactions. The cost of the Capped Call Transactions was approximately $66.5 million. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Company's stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to common stock within stockholders' equity.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
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+ Details

Segment Reporting and Foreign Operations - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) item segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments \| segment	2
Number of product categories \| item	5
Net sales	$ 1,257,366	$ 1,150,981	$ 1,074,751
International
Segment Reporting Information [Line Items]
Net sales	$ 530,377	$ 500,422	$ 465,873
International \| Sales Revenue \| Geographic Concentration
Segment Reporting Information [Line Items]
Concentration for geographic sales	42.00%	43.00%	43.00%
CHINA
Segment Reporting Information [Line Items]
Net sales	$ 147,300	$ 149,300	$ 138,200
Cardiovascular
Segment Reporting Information [Line Items]
Number of product categories \| item	4
Net sales	$ 1,220,560	1,118,224	1,043,227
Cardiovascular \| International
Segment Reporting Information [Line Items]
Net sales	$ 527,957	$ 498,264	$ 463,812

Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2023

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 years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):


	Cash Flow Hedges		Foreign Currency Translation		Total
BALANCE — January 1, 2021	$	(6,940)	$	1,488	$	(5,452)
Other comprehensive loss		(119)		(7,704)		(7,823)
Income taxes		(1,489)		689		(800)
Reclassifications to:
Revenue		5,592				5,592
Cost of sales		(1,017)				(1,017)
Interest expense		1,509				1,509
Net other comprehensive income (loss)		4,476		(7,015)		(2,539)

BALANCE — December 31, 2021		(2,464)		(5,527)		(7,991)
Other comprehensive income (loss)		11,142		(10,491)		651
Income taxes		(2,177)		102		(2,075)
Reclassifications to:
Revenue		(3,583)				(3,583)
Cost of sales		1,436				1,436
Interest expense		12				12
Net other comprehensive income (loss)		6,830		(10,389)		(3,559)

BALANCE — December 31, 2022		4,366		(15,916)		(11,550)
Other comprehensive income		4,518		2,959		7,477
Income taxes		866		(39)		827
Reclassifications to:
Revenue		(4,081)				(4,081)
Cost of sales		(1,457)				(1,457)
Interest expense		(2,550)				(2,550)
Net other comprehensive income (loss)		(2,704)		2,920		216

BALANCE — December 31, 2023	$	1,662	$	(12,996)	$	(11,334)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Retained Earnings	Accumulated Other Comprehensive Loss	Total
Beginning balance at Dec. 31, 2020	$ 606,224	$ 357,803	$ (5,452)	$ 958,575
Beginning balance (in shares) at Dec. 31, 2020	55,623
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		48,454		48,454
Other comprehensive income (loss)			(2,539)	(2,539)
Stock-based compensation expense	$ 14,579			14,579
Options exercised	$ 20,374			20,374
Options exercised (in shares)	883
Issuance of common stock under Employee Stock Purchase Plan	$ 1,112			1,112
Issuance of common stock under Employee Stock Purchase Plan (in shares)	18
Shares issued from time-vested restricted stock units (in shares)	59
Shares surrendered in exchange for payment of payroll tax liabilities	$ (576)			(576)
Shares surrendered in exchange for payment of payroll tax liabilities (in shares)	(10)
Shares surrendered in exchange for exercise of stock options	$ (180)			(180)
Shares surrendered in exchange for exercise of stock options (in shares)	(3)
Ending balance at Dec. 31, 2021	$ 641,533	406,257	(7,991)	1,039,799
Ending balance (in shares) at Dec. 31, 2021	56,570
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		74,516		74,516
Other comprehensive income (loss)			(3,559)	(3,559)
Stock-based compensation expense	$ 16,045			16,045
Options exercised	$ 20,092			20,092
Options exercised (in shares)	703
Issuance of common stock under Employee Stock Purchase Plan	$ 1,118			1,118
Issuance of common stock under Employee Stock Purchase Plan (in shares)	19
Shares issued from time-vested restricted stock units (in shares)	70
Shares surrendered in exchange for payment of payroll tax liabilities	$ (2,474)			(2,474)
Shares surrendered in exchange for payment of payroll tax liabilities (in shares)	(38)
Shares surrendered in exchange for exercise of stock options	$ (1,140)			(1,140)
Shares surrendered in exchange for exercise of stock options (in shares)	(18)
Ending balance at Dec. 31, 2022	$ 675,174	480,773	(11,550)	$ 1,144,397
Ending balance (in shares) at Dec. 31, 2022	57,306			57,306
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		94,411		$ 94,411
Other comprehensive income (loss)			216	216
Stock-based compensation expense	$ 19,043			19,043
Options exercised	$ 20,312			$ 20,312
Options exercised (in shares)	606			606
Issuance of common stock under Employee Stock Purchase Plan	$ 1,081			$ 1,081
Issuance of common stock under Employee Stock Purchase Plan (in shares)	15
Shares issued from time-vested restricted stock units (in shares)	92
Purchase of capped call option	$ (66,528)			(66,528)
Shares surrendered in exchange for payment of payroll tax liabilities	$ (5,123)			(5,123)
Shares surrendered in exchange for payment of payroll tax liabilities (in shares)	(75)
Shares surrendered in exchange for exercise of stock options	$ (5,809)			(5,809)
Shares surrendered in exchange for exercise of stock options (in shares)	(86)
Ending balance at Dec. 31, 2023	$ 638,150	$ 575,184	$ (11,334)	$ 1,202,000
Ending balance (in shares) at Dec. 31, 2023	57,858			57,858

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 94,411	$ 74,516	$ 48,454
Other comprehensive income:
Cash flow hedges	(3,570)	9,007	5,965
Income tax benefit (expense)	866	(2,177)	(1,489)
Foreign currency translation adjustment	2,959	(10,491)	(7,704)
Income tax benefit (expense)	(39)	102	689
Total other comprehensive income (loss)	216	(3,559)	(2,539)
Total comprehensive income	$ 94,627	$ 70,957	$ 45,915

- 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

+ Details

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Acquisitions and Other Strategic Transactions - Bluegrass Vascular Technologies (Details) - USD ($)	May 04, 2023	May 03, 2023
Bluegrass Vascular Technologies, Inc
Business Acquisition [Line Items]
Total purchase price	$ 32,700,000
Bluegrass Vascular Technologies, Inc \| Weighted Average
Business Acquisition [Line Items]
Amortization period	14 years 10 months 24 days
Bluegrass Vascular Technologies, Inc \| Developed technology
Business Acquisition [Line Items]
Amortization period	15 years
Bluegrass Vascular Technologies, Inc \| Trademarks
Business Acquisition [Line Items]
Amortization period	13 years
Bluegrass Vascular Technologies, Inc
Business Acquisition [Line Items]
Ownership percentage		19.50%
Investment of common shares		1,251,878
Equity method investment		$ 245,000

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Trade receivables, allowances	$ 9,023	$ 8,423
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)	57,858	57,306
Common stock shares outstanding (in shares)	57,858	57,306
Developed technology
Other assets:
Intangibles, accumulated amortization	$ 321,488	$ 274,570
Other
Other assets:
Intangibles, accumulated amortization	$ 76,887	$ 69,780

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

5.GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows (in thousands):


	2023		2022
Goodwill balance at January 1	$	359,821	$	361,741
Effect of foreign exchange		883		(1,920)
Additions and adjustments as the result of acquisitions		21,536		—
Goodwill balance at December 31	$	382,240	$	359,821

Total accumulated goodwill impairment losses aggregated to $8.3 million as of December 31, 2023 and 2022. We did not have any goodwill impairments for the years ended December 31, 2023, 2022 and 2021. The total goodwill balance as of December 31, 2023 and 2022 is related to our cardiovascular segment.

Other intangible assets at December 31, 2023 and 2022, consisted of the following (in thousands):


	December 31, 2023
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	28,877	$	(10,916)	$	17,961
Distribution agreements		3,250		(2,919)		331
License agreements		11,142		(8,327)		2,815
Trademarks		35,135		(20,804)		14,331
Customer lists		40,367		(33,921)		6,446
Total	$	118,771	$	(76,887)	$	41,884


	December 31, 2022
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	29,445	$	(10,203)	$	19,242
Distribution agreements		3,250		(2,715)		535
License agreements		11,109		(7,250)		3,859
Trademarks		30,221		(17,863)		12,358
Customer lists		34,105		(31,749)		2,356
Total	$	108,130	$	(69,780)	$	38,350

Aggregate amortization expense for the years ended December 31, 2023, 2022 and 2021 was $56.1 million, $48.4 million, and $49.6 million, respectively.

Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of December 31, 2023 (in thousands):


	Estimated Amortization Expense
2024	$	62,244
2025		60,127
2026		49,037
2027		45,619
2028		44,230

We evaluate our intangible assets for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. During the year ended December 31, 2023, we recorded no impairment charges related to our intangible assets. During the year ended December 31, 2022, we recorded total impairment charges related to our intangible assets of $1.7 million for our divestiture on April 30, 2022 of the STD Pharmaceutical Products Limited (“STD Pharmaceutical”) business acquired in our August 2019 acquisition of Fibrovein Holdings Limited, which pertained to our cardiovascular segment. During the year ended December 31, 2021, we recorded total impairment charges related to our intangible assets of $1.6 million for the remaining carrying value of ArraVasc license agreements, which pertained to our cardiovascular segment. The primary indicators of impairment were restructuring activities and uncertainty about future product development and commercialization associated with certain acquired technologies.

Segment Reporting and Foreign Operations

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segment Reporting and Foreign Operations

13.SEGMENT REPORTING AND FOREIGN OPERATIONS

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. Our chief operating decision maker is our Chief Executive Officer. We evaluate the performance of our operating segments based on net sales and operating income. See Note 2 to our consolidated financial statements set forth in Item 8 of this report for a detailed breakout of our sales by operating segment and product category, disaggregated between domestic and international sales.

During the years ended December 31, 2023, 2022 and 2021, we had international sales of $530.4 million, $500.4 million and $465.9 million, respectively, or 42%, 43% and 43%, respectively, of net sales. Our largest international markets include China, Japan, Germany, France and the United Kingdom, with China representing our most significant international sales market with sales of $147.3 million, $149.3 million, and $138.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. International sales are attributed based on location of the customer receiving the product.

Our long-lived assets (which are comprised of our net property and equipment) by geographic area at December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
United States	$	273,105	$	281,290	$	275,311
Ireland		42,333		40,749		39,863
Other foreign countries		68,085		60,937		56,484
Total	$	383,523	$	382,976	$	371,658

Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the years ended December 31, 2023, 2022 and 2021, are as follows (in thousands):




	2023		2022		2021
Net sales
Cardiovascular	$	1,220,560	$	1,118,224	$	1,043,227
Endoscopy		36,806		32,757		31,524
Total net sales		1,257,366		1,150,981		1,074,751

Income from operations
Cardiovascular		114,440		80,946		53,415
Endoscopy		9,504		6,617		7,501
Total income from operations		123,944		87,563		60,916

Total other expense — net		(11,855)		(4,934)		(6,999)
Income tax expense		17,678		8,113		5,463

Net income	$	94,411	$	74,516	$	48,454

Total assets by operating segment at December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Cardiovascular	$	2,308,217	$	1,652,145	$	1,635,676
Endoscopy		17,027		11,821		12,618
Total	$	2,325,244	$	1,663,966	$	1,648,294

Total depreciation and amortization by operating segment for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Cardiovascular	$	88,960	$	80,777	$	83,000
Endoscopy		1,025		1,027		1,066
Total	$	89,985	$	81,804	$	84,066

Total capital expenditures for property and equipment by operating segment for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Cardiovascular	$	33,985	$	44,925	$	27,557
Endoscopy		305		104		382
Total	$	34,290	$	45,029	$	27,939

- 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
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-Section 50
-Paragraph 22
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory federal rate	21.00%	21.00%	21.00%
Computed federal income tax expense (benefit) at applicable statutory rate of 21%	$ 23,539	$ 17,352	$ 11,323
State income tax expense (benefit)	1,627	35	(283)
Tax credits	(2,412)	(1,978)	(2,507)
Tax effect of international items	(3,994)	(10,698)	(281)
Uncertain tax positions	4	(47)	401
Deferred compensation insurance assets	(548)	706	(413)
Stock-based compensation	(3,001)	(3,423)	(5,571)
Valuation allowance	(90)	3,523
Remeasurement of state deferred taxes	(73)	(375)	(526)
Non-deductible expenses	2,101	2,027	2,455
Remeasurement of contingent consideration liabilities	317	1,061	733
Other - including the effect of graduated rates	208	(70)	132
Total income tax expense	$ 17,678	$ 8,113	$ 5,463

Leases - Supplemental Disclosure (Details)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted average remaining lease term	9 years 7 months 6 days	10 years 4 months 24 days	11 years 4 months 24 days
Weighted average discount rate	3.40%	3.40%	3.40%

Cover Page - USD ($) $ in Billions	12 Months Ended
Cover Page - USD ($) $ in Billions	Dec. 31, 2023	Feb. 26, 2024	Jun. 30, 2023
Cover page.
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
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 value
Trading Symbol	MMSI
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Document Financial Statement Error Correction [Flag]	false
Entity Common Stock, Shares Outstanding		57,930,050
Entity Public Float			$ 4.7
Auditor Name	DELOITTE & TOUCHE LLP
Auditor Firm ID	34
Auditor Location	Salt Lake City, Utah
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false

Fair Value Measurements - Allowance for Credit Losses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ 281	$ 199
Provision for credit loss expense	287	82
Ending balance	$ 568	$ 281

- Definition

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Accumulated goodwill impairment losses	$ 8.3	$ 8.3
Goodwill impairment loss	0.0	0.0	$ 0.0
Aggregate amortization expense	56.1	48.4	49.6
Impairment of intangible assets	$ 0.0	$ 1.7	$ 1.6
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges	Asset Impairment Charges	Asset Impairment Charges
ArraVasc Limited
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets			$ 1.6
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Asset Impairment Charges
STD Pharmaceutical Products Limited
Finite-Lived Intangible Assets [Line Items]
Impairment of intangible assets		$ 1.7
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]		Asset Impairment Charges

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Increase (Decrease) in valuation allowance	$ 213	$ 2,700	$ 573
Foreign withholding tax	434	320	288
Tax benefit from restructuring of foreign entities		4,300
Unrecognized tax benefits including interest and penalties	1,900	1,900
Unrecognized tax benefits that would impact effective rate	1,900	1,900
Unrecognized tax benefits reduction to non-current deferred income tax assets	0	0
Accrued interest and penalties	290	336
Increase (decrease) of uncertain tax benefits related to certain liabilities for unrecognized tax benefits	(46)	$ 14	$ 46
Estimated increase in unrecognized tax liability in next twelve months	7
Domestic
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Net operating loss carryforwards	24,700
Operating loss carryforward, expiring	$ 24,700
Period to utilize the net operating loss carryforwards	12 years
NOL carryforward used in period	$ 5,000
Foreign
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Operating loss carryforward, expiring	2,000
Operating loss carryforward, no expiration	20,600
Foreign operating loss carryforwards	$ 22,600

Organization and Summary of Significant Accounting Policies - Organization (Details)	12 Months Ended
	Dec. 31, 2023 item segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments \| segment	2
Number of product categories \| item	5

Derivatives - Amount of Gain (Loss) Recognized in OCI and Income Statement (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) recognized in OCI	$ (3,570)	$ 9,007	$ 5,965
Interest expense	(15,511)	(6,339)	(5,261)
Net sales	1,257,366	1,150,981	1,074,751
Cost of sales	(673,494)	(631,882)	(589,418)
Derivatives designated as cash flow hedges \| Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) reclassified from AOCI	2,550	(12)	(1,509)
Derivatives designated as cash flow hedges \| Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) reclassified from AOCI	4,081	3,583	(5,592)
Derivatives designated as cash flow hedges \| Cost of sales
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) reclassified from AOCI	1,457	(1,436)	1,017
Derivatives designated as cash flow hedges \| Interest rate swap
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) recognized in OCI	609	4,879	1,402
Derivatives designated as cash flow hedges \| Foreign currency forward contracts
Derivative Instruments, Gain (Loss) [Line Items]
Amount of Gain/(Loss) recognized in OCI	$ 3,909	$ 6,263	$ (1,521)

Employee Stock Purchase Plan, Stock Options and Warrants - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Total intrinsic value of stock options exercised	$ 23,300	$ 27,110	$ 36,086
Cash received from stock option exercises	14,503	18,952	20,194
Excess tax benefit from the exercise of stock options	$ 3,001	$ 3,423	$ 5,571
Number of Shares
Beginning balance (in shares)	3,077
Granted (in shares)	444
Exercised (in shares)	(606)
Forfeited/expired (in shares)	(47)
Outstanding at December 31 (in shares)	2,868	3,077
Exercisable (in shares)	1,714
Ending vested and expected to vest (in shares)	2,868
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 49.62
Granted (in dollars per share)	72.36
Exercised (in dollars per share)	33.48
Forfeited/expired (in dollars per share)	60.08
Outstanding at December 31 (in dollars per share)	56.39	$ 49.62
Exercisable (in dollars per share)	50.73
Ending vested and expected to vest (in dollars per share)	$ 56.39
Outstanding, remaining contractual term	3 years 5 months 8 days
Exercisable, remaining contractual term	2 years 4 months 24 days
Ending vested and expected to vest, remaining contractual term	3 years 5 months 8 days
Outstanding, intrinsic value	$ 56,333
Exercisable, intrinsic value	43,234
Ending vested and expected to vest, intrinsic value	$ 56,333

Acquisitions and Other Strategic Transactions (Tables)

12 Months Ended

Dec. 31, 2023

Angio Dynamics, Inc

Business Acquisition [Line Items]

Schedule of Purchase price allocation


Assets Acquired
Prepaid expenses	$	2,000
Inventories		5,254
Property and equipment		108
Intangible assets
Developed technology		65,200
Trademarks		4,000
Customer list		5,800
Goodwill		17,638
Total net assets acquired	$	100,000

Bluegrass Vascular Technologies, Inc

Business Acquisition [Line Items]

Schedule of Purchase price allocation


Assets Acquired
Inventories	$	175
Intangible assets
Developed technology		28,000
Trademarks		900
Goodwill		3,898
Total net assets acquired	$	32,973

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 13,804	$ 13,710	$ 14,970
Right-of-use assets obtained in exchange for lease obligations	$ 8,891	$ 11,130	$ 1,524

Segment Reporting and Foreign Operations (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Schedule of Long-lived Assets by Geographic Area

Our long-lived assets (which are comprised of our net property and equipment) by geographic area at December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
United States	$	273,105	$	281,290	$	275,311
Ireland		42,333		40,749		39,863
Other foreign countries		68,085		60,937		56,484
Total	$	383,523	$	382,976	$	371,658

Schedule of Segment Reporting Information, by Segment

Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the years ended December 31, 2023, 2022 and 2021, are as follows (in thousands):




	2023		2022		2021
Net sales
Cardiovascular	$	1,220,560	$	1,118,224	$	1,043,227
Endoscopy		36,806		32,757		31,524
Total net sales		1,257,366		1,150,981		1,074,751

Income from operations
Cardiovascular		114,440		80,946		53,415
Endoscopy		9,504		6,617		7,501
Total income from operations		123,944		87,563		60,916

Total other expense — net		(11,855)		(4,934)		(6,999)
Income tax expense		17,678		8,113		5,463

Net income	$	94,411	$	74,516	$	48,454

Total depreciation and amortization by operating segment for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Cardiovascular	$	88,960	$	80,777	$	83,000
Endoscopy		1,025		1,027		1,066
Total	$	89,985	$	81,804	$	84,066

Total capital expenditures for property and equipment by operating segment for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Cardiovascular	$	33,985	$	44,925	$	27,557
Endoscopy		305		104		382
Total	$	34,290	$	45,029	$	27,939

Reconciliation of Assets from Segment to Consolidated




	2023		2022		2021
Net sales
Cardiovascular	$	1,220,560	$	1,118,224	$	1,043,227
Endoscopy		36,806		32,757		31,524
Total net sales		1,257,366		1,150,981		1,074,751

Income from operations
Cardiovascular		114,440		80,946		53,415
Endoscopy		9,504		6,617		7,501
Total income from operations		123,944		87,563		60,916

Total other expense — net		(11,855)		(4,934)		(6,999)
Income tax expense		17,678		8,113		5,463

Net income	$	94,411	$	74,516	$	48,454

Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Property, Plant and Equipment [Line Items]
Reporting units \| segment	4
Depreciation \| $	$ 34.0	$ 33.4	$ 34.5
Buildings
Property, Plant and Equipment [Line Items]
Useful life	40 years
Manufacturing equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	4 years
Manufacturing equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	20 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	20 years
Land improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	10 years
Land improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	20 years
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	4 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	25 years

Leases - Narrative (Details)	12 Months Ended
Leases - Narrative (Details)	Dec. 31, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Renewal term (up to)	15 years
Termination option (within)	1 year
Average annual maturities	$ 700,000
Expected period of maturity	11 years
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term	26 years

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Accrued expenses at December 31, 2023 and 2022, consisted of the following (in thousands):


	2023		2022
Payroll and related liabilities	$	66,929	$	58,620
Current portion of contingent liabilities		408		15,813
Advances from employees		285		165
Accrued rebates payable		11,005		10,925
Accrued legal settlement		—		1,000
Other accrued expenses		41,820		36,666
Total	$	120,447	$	123,189

Organization and Summary of Significant Accounting Policies - Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other Assets
Investments in privately held companies	$ 19,061	$ 15,576
Deferred compensation plan assets	18,309	15,767
Long-term notes receivable, net	3,241	2,397
Other	14,182	10,612
Total Other Assets	$ 54,793	$ 44,352

Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 158,893	$ 147,051
Work-in-process	25,420	29,534
Raw materials	119,558	89,406
Total Inventories	$ 303,871	$ 265,991

Derivatives

12 Months Ended

Dec. 31, 2023

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 these risks 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 programs 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 initially and on an ongoing basis. For qualifying hedges, the change in fair value is deferred in accumulated other comprehensive income (loss) (“AOCI”), 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 under the Fourth Amended Credit Agreement bears interest at variable interest rates and, therefore, we are subject to variability in the cash paid for interest expense. In order to mitigate a portion of this risk, 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 Fourth Amended Credit Agreement that is solely due to changes in the benchmark interest rate.

Derivatives Designated as Cash Flow Hedges

On August 5, 2016, we entered into a pay-fixed, receive-variable interest rate swap with a current notional amount of $175 million with Wells Fargo Bank 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. In June 2023, certain terms under the agreement were amended to reflect the transition from LIBOR to SOFR, an alternative reference rate. Under the interest rate swap agreement we fixed the one-month SOFR rate on that portion of our borrowings under the Fourth Amended Credit Agreement at 1.64% for the period from June 1, 2023 to July 31, 2024. The variable portion of the interest rate swap is tied to the one-month SOFR 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.

At December 31, 2023 and 2022, our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swap at December 31, 2023 was an asset of $1.5 million, partially offset by $0.4 million in deferred taxes. The fair value of our interest rate swaps at December 31, 2022 was an asset of $3.4 million, partially offset by $0.8 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 various currencies, with our most significant exposure related to transactions and balances denominated in Chinese Renminbi and Euros, 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.

Derivatives 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 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 foreign currencies. As of December 31, 2023 and 2022, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of $141.1 million and $87.8 million, respectively.

Derivatives 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. As of December 31, 2023 and 2022, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of $108.4 million and $92.4 million, respectively.

Balance Sheet Presentation of Derivatives. As of December 31, 2023 and 2022, all derivatives, both those designated as hedging instruments and those that were not designated as hedging instruments, were recorded gross at fair value on our consolidated balance sheets. We are not subject to any master netting agreements. The fair value of derivative instruments on a gross basis is as follows (in thousands):


Fair Value of Derivative Instruments Designated as Hedging Instruments	Balance Sheet Location	December 31, 2023		December 31, 2022
Assets
Interest rate swap	Prepaid expenses and other assets	$	1,503	$	—
Interest rate swap	Other assets (long-term)		—		3,444
Foreign currency forward contracts	Prepaid expenses and other assets		2,061		3,215
Foreign currency forward contracts	Other assets (long-term)		216		56

(Liabilities)
Foreign currency forward contracts	Accrued expenses		(1,898)		(1,509)
Foreign currency forward contracts	Other long-term obligations		(499)		(531)

Fair Value of Derivative Instruments Not Designated as Hedging Instruments	Balance Sheet Location	December 31, 2023		December 31, 2022
Assets
Foreign currency forward contracts	Prepaid expenses and other assets	$	828	$	1,512

(Liabilities)
Foreign currency forward contracts	Accrued expenses		(1,463)		(1,946)

Income Statement Presentation of Derivatives

Derivatives Designated as Cash Flow Hedges


	Amount of Gain/(Loss)
	Recognized in OCI
	Year Ended December 31,
Derivative instrument	2023		2022		2021
Interest rate swaps	$	609	$	4,879	$	1,402
Foreign currency forward contracts		3,909		6,263		(1,521)


	Consolidated Statements						Amount of Gain/(Loss)
	of Income						reclassified from AOCI
	Year Ended December 31,						Year ended December 31,
Location in statements of income	2023			2022	2021		2023		2022		2021
Interest expense	$	(15,511)	$	(6,339)	$	(5,261)	$	2,550	$	(12)	$	(1,509)
Revenue		1,257,366		1,150,981		1,074,751		4,081		3,583		(5,592)
Cost of sales		(673,494)		(631,882)		(589,418)		1,457		(1,436)		1,017

As of December 31, 2023, $0.9 million or $0.7 million after taxes, was expected to be reclassified from AOCI to earnings in revenue and cost of sales over the succeeding twelve months. As of December 31, 2023, $1.5 million, or $1.1 million after taxes, was expected to be reclassified from AOCI to earnings in interest expense over the succeeding twelve months.

Derivatives Not Designated as Hedging Instruments

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


		Year ended December 31,
Derivative Instrument	Location in statements of income	2023		2022		2021
Foreign currency forward contracts	Other income (expense) — net	$	2,004	$	1,420	$	(1,598)

See Note 15 for additional information about our derivatives.

Inventories (Tables)

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventories at December 31, 2023 and 2022, consisted of the following (in thousands):


	2023		2022
Finished goods	$	158,893	$	147,051
Work-in-process		25,420		29,534
Raw materials		119,558		89,406
Total inventories	$	303,871	$	265,991

Acquisitions and Other Strategic Transactions - Solo Pace, Inc (Details) - Solo Pace $ in Millions	Nov. 01, 2023 USD ($)
Business Acquisition [Line Items]
Payments to acquire shares	$ 4.0
Option to purchase business	5 years
Sales threshold	$ 6.0
Ownership percentage	19.00%

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cost of sales
Other Commitments [Line Items]
Royalty expense	$ 8.6	$ 7.3	$ 7.6
Merit Shareholder Derivative Suit
Other Commitments [Line Items]
Attorneys fees and expenses	$ 1.0

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

6.INCOME TAXES

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law. We currently do not anticipate the recently enacted law, including the corporate alternative minimum tax, one percent excise tax on stock repurchases, or tax incentives to promote clean energy, to have a material impact on our consolidated financial statements.

The Organization for Economic Cooperation and Development (“OECD”) Pillar 2 global minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. On February 2, 2023, the OECD issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax. Under a transitional safe harbor released July 17, 2023, the undertaxed profits rule top-up tax in the jurisdiction of a company's ultimate parent entity will be zero for each fiscal year of the transition period if that jurisdiction has a corporate tax rate of at least 20%. The safe harbor transition period will apply to fiscal years beginning on or before December 31, 2025 and ending before December 31, 2026. We are closely monitoring developments and evaluating the impact these new rules are anticipated to have on our tax rate, including eligibility to qualify for these safe harbor rules.

For the years ended December 31, 2023, 2022 and 2021, income before income taxes is broken out between U.S. and foreign-sourced operations consisted of the following (in thousands):


	2023		2022		2021
Domestic	$	60,935	$	77,562	$	21,328
Foreign		51,154		5,067		32,589
Total	$	112,089	$	82,629	$	53,917

The components of the provision for income taxes for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Current expense:
Federal	$	15,684	$	9,584	$	808
State		3,775		3,162		806
Foreign		10,862		10,291		8,480
Total current expense		30,321		23,037		10,094

Deferred expense (benefit):
Federal		(11,030)		(10,438)		(468)
State		(1,699)		(3,615)		(1,845)
Foreign		86		(871)		(2,318)
Total deferred benefit		(12,643)		(14,924)		(4,631)

Total income tax expense	$	17,678	$	8,113	$	5,463

The difference between the income tax expense reported and amounts computed by applying the statutory federal rate of 21.0% to pretax income for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Computed federal income tax expense at applicable statutory rate of 21%	$	23,539	$	17,352	$	11,323
State income tax expense (benefit)		1,627		35		(283)
Tax credits		(2,412)		(1,978)		(2,507)
Tax effect of international items		(3,994)		(10,698)		(281)
Uncertain tax positions		4		(47)		401
Deferred compensation insurance assets		(548)		706		(413)
Stock-based compensation		(3,001)		(3,423)		(5,571)
Valuation allowance		(90)		3,523		—
Remeasurement of state deferred taxes		(73)		(375)		(526)
Non-deductible expenses		2,101		2,027		2,455
Remeasurement of contingent consideration liabilities		317		1,061		733
Other — including the effect of graduated rates		208		(70)		132
Total income tax expense	$	17,678	$	8,113	$	5,463

Deferred income tax assets and liabilities at December 31, 2023 and 2022, consisted of the following temporary differences and carry-forward items (in thousands):


	2023		2022
Deferred income tax assets:
Allowance for credit losses on trade receivables	$	2,009	$	1,925
Accrued compensation expense		10,285		9,968
Inventory differences		5,477		5,712
Net operating loss carryforwards		10,007		11,117
Stock-based compensation expense		7,913		7,167
Operating lease assets		11,331		12,801
Federal R&D tax credit		—		634
State R&D tax credits		5,237		4,679
IRC Section 174 capitalized R&D		26,370		15,012
Other		10,159		8,827
Total deferred income tax assets		88,788		77,842

Deferred income tax liabilities:
Prepaid expenses		(1,123)		(1,568)
Property and equipment		(23,539)		(20,925)
Intangible assets		(34,613)		(38,547)
Foreign withholding tax		(2,005)		(1,571)
Operating lease liabilities		(10,129)		(11,527)
Other		(1,898)		(2,040)
Total deferred income tax liabilities		(73,307)		(76,178)
Valuation allowance		(13,740)		(13,527)
Net deferred income tax assets (liabilities)	$	1,741	$	(11,863)

Reported as:
Deferred income tax assets	$	7,288	$	6,599
Deferred income tax liabilities		(5,547)		(18,462)
Net deferred income tax assets (liabilities)	$	1,741	$	(11,863)

Deferred tax assets and liabilities are netted on the balance sheet by separate tax jurisdictions. Deferred income tax balances reflect the temporary differences between the carrying amounts of assets and liabilities and their tax basis and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. The valuation allowance is primarily related to state credit carryforwards, non-US net operating loss carryforwards, and capital loss carryforwards for which we believe it is more likely than not that the deferred tax assets will not be realized. The valuation allowance increased by $213,000 during the year ended December 31, 2023, increased by $2.7 million during the year ended December 31, 2022, and increased by $573,000 during the year ended December 31, 2021.

As of December 31, 2023, we had U.S federal net operating loss carryforwards of $24.7 million, which were generated by Cianna Medical, Vascular Access Technologies, Inc., DFINE Inc., and Biosphere Medical, Inc., prior to our acquisition of these companies. These net operating loss carryforwards are subject to annual limitations under Internal Revenue Code Section 382. If unused, $24.7 million of the net operating losses will expire between 2025 and 2037. We anticipate that we will utilize all current net operating loss carryforwards prior to their expiration dates over the next 12 years. We utilized a total of $5 million in U.S. federal net operating loss carryforwards during the year ended December 31, 2023.

As of December 31, 2023, we had $22.6 million of non-U.S. net operating loss carryforwards, of which $20.6 million have no expiration date and $2 million expire at various dates through 2035. Non-U.S. net operating loss carryforwards utilized during the year ended December 31, 2023 were not material.

We do not consider our foreign earnings to be permanently reinvested. Consequently, we have recorded tax expense of $434,000, $320,000 and $288,000 for foreign withholding taxes on unremitted foreign earnings during the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, for the year ended December 31, 2022, a tax benefit of $4.3 million was recorded with respect to the restructuring of our foreign entities and the associated change in foreign withholding taxes on the unremitted foreign earnings.

We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. In our opinion, we have made adequate provisions for income taxes for all years subject to audit. We are no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2020. In foreign jurisdictions, we are no longer subject to income tax examinations for years before 2017.

Although we believe our estimates are reasonable, the final outcomes of these matters may be different from those which we have reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and operating results in the period in which we make such determination.

The total liability for unrecognized tax benefits at December 31, 2023, including interest and penalties, was $1.9 million, of which $1.9 million would favorably impact our effective tax rate if recognized. The total liability for unrecognized tax benefits at December 31, 2022, including interest and penalties, was $1.9 million, of which $1.9 million would favorably impact our effective tax rate if recognized. At December 31, 2023 and 2022, none of the total liability was presented as a reduction to non-current deferred income tax assets on our consolidated balance sheet. As of December 31, 2023 and 2022, we had accrued $290,000 and $336,000 respectively, in total interest and penalties related to unrecognized tax benefits. We account for interest and penalties for unrecognized tax benefits as part of our income tax provision. During the years ended December 31, 2023, 2022 and 2021, our liability for unrecognized tax benefit was increased (decreased) for interest and penalties by $(46,000), $14,000, and $46,000, respectively. We estimate it is reasonably possible that within the next 12 months the total liability for unrecognized tax benefits may increase, including expirations related to statutes of limitation, up to $7,000.

A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax benefits for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Unrecognized tax benefits, opening balance	$	1,576	$	1,635	$	1,674
Gross increases (decreases) in tax positions taken in a prior year		112		(10)		82
Gross increases in tax positions taken in the current year		442		294		316
Lapse of applicable statute of limitations		(508)		(343)		(437)
Unrecognized tax benefits, ending balance	$	1,622	$	1,576	$	1,635

The tabular roll-forward ending balance does not include interest and penalties related to unrecognized tax benefits.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 21
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
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-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Debt - Future Minimum Payments on Long-term Debt (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2028	$ 99,063
Thereafter	747,500
Total future minimum principal payments	$ 846,563

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

17.LEASES

We have operating leases for facilities used for manufacturing, research and development, sales and distribution, and office space, as well as leases for manufacturing and office equipment, vehicles, and land. Our leases have remaining terms ranging from less than one year to approximately 26 years. A number of our lease agreements contain options to renew at our discretion for periods of up to 15 years and options to terminate the leases within one year. The lease term used to calculate ROU assets and lease liabilities includes renewal and termination options that are deemed reasonably certain to be exercised. Lease agreements with lease and non-lease components are generally accounted for as a single lease component. We do not have any bargain purchase options in our leases. For leases with an initial term of one year or less, we do not record a ROU asset or lease liability on our consolidated balance sheet. Substantially all of the ROU assets and lease liabilities as of December 31, 2023 recorded on our consolidated balance sheet are related to our cardiovascular segment.

From time to time, we enter into agreements to sublease a portion of our facilities to third parties. Such sublease income is not material. We also lease certain hardware consoles to customers and record rental revenue as a component of net sales. Rental revenue under such console leasing arrangements for the years ended December 31, 2023, 2022 and 2021 was not significant.

The following was included in our consolidated balance sheet as of December 31, 2023 and 2022 (in thousands):


	2023		2022
Assets
ROU operating lease assets	$	63,047	$	65,262

Liabilities
Short-term operating lease liabilities	$	12,087	$	11,005
Long-term operating lease liabilities		56,259		59,736
Total operating lease liabilities	$	68,346	$	70,741

We recognize lease expense for operating leases on a straight-line basis over the term of the lease. Net lease cost for the years ended December 31, 2023, 2022 and 2021 was $14.4 million, $13.8 million, and $15.9 million, respectively. The components of lease costs for the years ended December 31, 2023, 2022 and 2021 were as follows, in thousands:



Lease Cost	Classification	2023		2022		2021
Operating lease cost (a)	Selling, general and administrative expenses	$	14,879	$	14,219	$	16,013
Sublease (income) (b)	Selling, general and administrative expenses		(488)		(409)		(75)
Net lease cost		$	14,391	$	13,810	$	15,938


(a)	Includes expense related to short-term leases and variable payments, which were not significant.

(b)	Does not include rental revenue from leases of hardware consoles to customers, which was not significant.

Supplemental cash flow information for the years ended December 31, 2023, 2022 and 2021 was as follows, in thousands:


	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities	$	13,804	$	13,710	$	14,970
Right-of-use assets obtained in exchange for lease obligations	$	8,891	$	11,130	$	1,524

Generally, our lease agreements do not specify an implicit rate. Therefore, we estimate our incremental borrowing rate, which is defined as the interest rate we would pay to borrow on a collateralized basis, considering such factors as length of lease term and the risks of the economic environment in which the leased asset operates. As of December 31, 2023, 2022 and 2021, our lease agreements had the following remaining lease term and discount rates:


	2023	2022	2021
Weighted average remaining lease term	9.6 years	10.4 years	11.4 years
Weighted average discount rate	3.4%	3.4%	3.4%

As of December 31, 2023, maturities of operating lease liabilities were as follows, in thousands:


Year ended December 31,	Amounts due under operating leases
2024	$	13,706
2025		10,718
2026		8,867
2027		7,432
2028		6,089
Thereafter		33,950
Total lease payments		80,762
Less: Imputed interest		(12,416)
Total	$	68,346

As of December 31, 2023, we had entered into an agreement related to an operating lease in Mexico for manufacturing space that had not yet commenced. The lease will commence in March 2024 with average annual maturities of approximately $700,000 expected for a period of approximately 11 years.

Acquisitions and Other Strategic Transactions - Purchase Price Allocation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 08, 2023	May 04, 2023	Dec. 31, 2022	Dec. 31, 2021
Assets Acquired
Goodwill	$ 382,240			$ 359,821	$ 361,741
Angio Dynamics Inc
Assets Acquired
Prepaid expenses		$ 2,000
Inventories		5,254
Property and equipment		108
Goodwill		17,638
Total net assets acquired		100,000
Angio Dynamics Inc \| Developed technology
Assets Acquired
Intangible assets		65,200
Angio Dynamics Inc \| Trade Names
Assets Acquired
Intangible assets		4,000
Angio Dynamics Inc \| Customer Lists
Assets Acquired
Intangible assets		$ 5,800
Bluegrass Vascular Technologies, Inc
Assets Acquired
Inventories			$ 175
Goodwill			3,898
Total net assets acquired			32,973
Bluegrass Vascular Technologies, Inc \| Developed technology
Assets Acquired
Intangible assets			28,000
Bluegrass Vascular Technologies, Inc \| Trade Names
Assets Acquired
Intangible assets			$ 900

Leases - Schedule of Consolidated Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
ROU operating lease assets	$ 63,047	$ 65,262
Short-term operating lease liabilities	12,087	11,005
Long-term operating lease liabilities	56,259	59,736
Total operating lease liabilities	$ 68,346	$ 70,741

Earnings Per Common Share (EPS) (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

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

The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands, except per share amounts):


	2023		2022		2021
Net income	$	94,411	$	74,516	$	48,454
Average common shares outstanding		57,593		56,806		56,145
Basic EPS	$	1.64	$	1.31	$	0.86

Average common shares outstanding		57,593		56,806		56,145
Effect of dilutive stock awards		763		865		1,214
Total potential shares outstanding		58,356		57,671		57,359
Diluted EPS	$	1.62	$	1.29	$	0.84

Equity awards excluded as the impact was anti-dilutive ⁽¹⁾		1,143		1,438		799

_______________________________________________

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

Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Defined Contribution Plan [Abstract]
Total expense for contributions made	$ 8.8	$ 7.7	$ 6.5

Organization and Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents
Restricted cash	$ 2.1	$ 2.1
Restricted Cash, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid Expense and Other Assets, Current	Prepaid Expense and Other Assets, Current

Employee Stock Purchase Plan, Stock Options and Warrants (Tables)

12 Months Ended

Dec. 31, 2023

Share-based Payment Arrangement [Abstract]

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

The stock-based compensation expense before income tax expense for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Cost of sales
Nonqualified stock options	$	1,647	$	1,606	$	1,476
Research and development
Nonqualified stock options		1,739		1,789		1,343
Selling, general and administrative
Nonqualified stock options		7,542		7,305		6,678
Performance-based restricted stock units		6,344		3,509		3,525
Restricted stock units		1,771		1,836		1,557
Cash-settled performance-based share-based awards ("Liability Awards")		2,290		1,997		1,511
Total selling, general and administrative		17,947		14,647		13,271

Stock-based compensation expense before taxes	$	21,333	$	18,042	$	16,090

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

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 years ended December 31, 2023, 2022 and 2021:


	2023	2022	2021
Risk-free interest rate	3.6% - 4.8%	1.4% - 4.3%	0.5% - 1.1%
Expected option term	4.0 years	4.0 years	4.0 years
Expected dividend yield	—	—	—
Expected price volatility	39.6% - 47.1%	46.2% - 47.5%	46.1% - 46.7%

Schedule of Share-based Compensation, Stock Option Activity

The table below presents information related to stock option activity for the years ended December 31, 2023, 2022 and 2021 (in thousands):


	2023		2022		2021
Total intrinsic value of stock options exercised	$	23,300	$	27,110	$	36,086
Cash received from stock option exercises		14,503		18,952		20,194
Excess tax benefit from the exercise of stock options		3,001		3,423		5,571

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable

Changes in stock options for the year ended December 31, 2023, consisted of the following (shares and intrinsic value in thousands):


	Number	Weighted Average		Remaining Contractual	Intrinsic
	of Shares	Exercise Price		Term (in years)	Value
Beginning balance	3,077	$	49.62
Granted	444		72.36
Exercised	(606)		33.48
Forfeited/expired	(47)		60.08
Outstanding at December 31	2,868		56.39	3.44	$	56,333
Exercisable	1,714		50.73	2.40		43,234
Ending vested and expected to vest	2,868		56.39	3.44		56,333

Schedule of Share-based Compensation, PSUs and RSUs, Activity

Changes in PSUs and RSUs for the year ended December 31, 2023, consisted of the following:


	PSUs				RSUs
			Weighted Average			Weighted Average
	Stock Units		Grant Date		Stock Units	Grant Date
	(In Thousands)	⁽¹⁾	Fair Value		(In Thousands)	Fair Value
Beginning nonvested balance	179		$	63.90	31	$	59.02
Granted	229			72.26	20		83.99
rTSR adjustment	8	⁽²⁾		70.58	—		—
Vested	(61)			70.58	(31)		59.02
Forfeited	—			—	—		—
Nonvested balance at December 31	355			71.15	20		83.99

(1)

Based on the maximum payout, excluding the impact of the rTSR multiplier. The actual number of shares which vest is determined based on the satisfaction of performance conditions and the application of an rTSR multiplier between 75% and 125%.

(2)

Represents the application of an rTSR multiplier of 125% to certain awards vested in 2023 based on the performance of our common stock and the terms of the awards.

Schedule of Share-based Compensation, PSUs and RSUs Granted

The following table summarizes PSUs and RSUs granted during the years ended December 31, 2023, 2022, and 2021 (units and shares in thousands):


	2023		2022		2021
PSUs
Target units granted		115		48		52
Maximum units granted ⁽¹⁾		229		97		103
Maximum potential shares⁽¹⁾⁽²⁾		287		121		129
Weighted average grant date fair value	$	72.26	$	64.54	$	61.39
RSUs
Units granted		20		31		26
Weighted average grant date fair value	$	83.99	$	59.02	$	61.77

(1)

Based on the maximum payout, excluding the impact of the rTSR multiplier.

(2)

Includes the impact of the maximum potential rTSR multiplier of 125%.

Schedule of Share-based Payment Award, PSUs, Valuation Assumptions

The fair value of each PSU was estimated as of the grant date using the following assumptions for awards granted in the years ended December 31, 2023, 2022 and 2021:


	2023	2022	2021
Risk-free interest rate	3.9% - 4.6%	1.6% - 2.7%	0.1% - 0.3%
Performance period	2.8 years	2.6 - 2.8 years	1.8 - 2.8 years
Expected dividend yield	—	—	—
Expected price volatility	31.4% - 32.6%	38.5% - 46.2%	43.7% - 49.3%

Schedule II - Valuation and qualifying accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Allowance for Doubtful Accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ (8,423)	$ (6,767)	$ (5,313)
Additions Charged to Costs and Expenses	(1,772)	(1,858)	(2,678)
Deduction	1,172	202	1,224
Balance at End of Year	(9,023)	(8,423)	(6,767)
Tax Valuation Allowance
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	(13,527)	(10,786)	(10,213)
Additions Charged to Costs and Expenses	(213)	(2,741)	(573)
Balance at End of Year	$ (13,740)	$ (13,527)	$ (10,786)

Debt - Narrative (Details)	1 Months Ended	12 Months Ended
Debt - Narrative (Details)	Dec. 31, 2023 USD ($) $ / shares $ / derivative shares	Dec. 31, 2023 USD ($) $ / shares $ / derivative	Jun. 06, 2023 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Outstanding borrowings	$ 846,563,000	$ 846,563,000
Number of consecutive days last reported sales price exceeding the percentage of conversion price for redemption		30 days
Minimum
Debt Instrument [Line Items]
Reported sales price of common stock		130.00%
conversion price then in effect for at least number of trading days		20 days
Credit Agreement
Debt Instrument [Line Items]
Outstanding borrowings	99,100,000	$ 99,100,000
Letter of credit guarantees	2,700,000	2,700,000
Available borrowing capacity	$ 626,000,000	$ 626,000,000
Fixed interest rate percent	3.39%	3.39%		2.71%
Debt subject to fixed interest rate	$ 75,000,000	$ 75,000,000		$ 75,000,000
Variable interest rate percent	7.21%	7.21%		5.38%
Debt subject to variable interest rate	$ 24,100,000	$ 24,100,000		$ 123,200,000
Convertible Notes
Debt Instrument [Line Items]
Repurchase percentage on principal, accrued and unpaid interest		100.00%
Number of business days period after consecutive trading days		5 days
Consecutive trading days, trading price per share after which to be observed for conversion		10 days
Percentage of sale price		98.00%
Common stock at a price per share less than the average closing sale price		60 days
purchase shares of common stock at a price per share less than the average closing sale price of consecutive trading days		10 days
Percentage of distribution to common stockholders		10.00%
Percentage of applicable conversion price		130.00%
Percentage of applicable conversion price on each applicable trading day		20 days
Consecutive trading day period ending		30 days
Term Loan
Debt Instrument [Line Items]
Outstanding borrowings	$ 99,063,000	$ 99,063,000		124,688,000
Term Loan \| Credit Agreement
Debt Instrument [Line Items]
Debt instrument, face amount			$ 150,000,000
Revolving Credit Facility
Debt Instrument [Line Items]
Outstanding borrowings				$ 73,500,000
Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 700,000,000
Senior unsecured convertible notes \| Convertible Notes
Debt Instrument [Line Items]
Interest rate	3.00%	3.00%
Net proceeds from convertible notes	$ 724,800,000
Shares issued upon conversion \| shares	11.5171
Debt instrument conversion ratio multiple of principal	$ 1,000
Senior unsecured convertible notes \| Convertible Notes \| Call option
Debt Instrument [Line Items]
Cap price \| $ / derivative	114.68	114.68
Capped call transaction cost	$ 66,500,000
Senior unsecured convertible notes \| Convertible Notes \| Common Stock
Debt Instrument [Line Items]
Conversion price \| $ / shares	$ 86.83	$ 86.83

Earnings Per Common Share (EPS) - Convertible Noes (Details)	Dec. 31, 2023 $ / shares
Convertible Notes \| Senior unsecured convertible notes \| Common Stock
Debt Instrument [Line Items]
Conversion price	$ 86.83

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current expense (benefit):
Federal	$ 15,684	$ 9,584	$ 808
State	3,775	3,162	806
Foreign	10,862	10,291	8,480
Total current expense	30,321	23,037	10,094
Deferred expense (benefit):
Federal	(11,030)	(10,438)	(468)
State	(1,699)	(3,615)	(1,845)
Foreign	86	(871)	(2,318)
Total deferred benefit	(12,643)	(14,924)	(4,631)
Total income tax expense	$ 17,678	$ 8,113	$ 5,463

Inventories

12 Months Ended

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventories

4.INVENTORIES

Inventories at December 31, 2023 and 2022, consisted of the following (in thousands):


	2023		2022
Finished goods	$	158,893	$	147,051
Work-in-process		25,420		29,534
Raw materials		119,558		89,406
Total inventories	$	303,871	$	265,991

Fair Value Measurements - Narrative (Details) - USD ($)	12 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 03, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payments related to the settlement of the contingent consideration liability, Financing activities	$ 3,569,000	$ 32,918,000	$ 10,665,000
Payments related to the settlement of the contingent consideration liability, Operating activities	12,800,000	1,800,000
Impairment of equity method investment	0	0
Impairment of intangible assets	$ 0	$ 1,700,000	$ 1,600,000
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges	Asset Impairment Charges	Asset Impairment Charges
(Gain) Loss on disposition of business	$ (431,000)	$ 1,417,000
Impairment loss on operating lease asset	0	0	$ 1,400,000
Interest income	2,456,000	439,000	769,000
Investments in privately held companies	19,061,000	15,576,000
Impairment of property and equipment	0	0
Long-term notes receivable, net	3,241,000	2,397,000
Allowance for expected credit losses	568,000	281,000	199,000
XableCath
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of equity method investment		500,000
Bluegrass Vascular Technologies, Inc
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of equity method investment	300,000
Ownership percentage				19.50%
Equity method investment				$ 245,000
STD Pharmaceutical Products Limited
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of intangible assets		$ 1,700,000
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]		Asset Impairment Charges
Selio
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term notes receivable, net	3,200,000	$ 2,400,000
Allowance for expected credit losses	568,000	281,000
ArraVasc Limited
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of intangible assets			$ 1,600,000
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Asset Impairment Charges
Impairment of property and equipment			$ 1,300,000
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration]			Asset Impairment Charges
Director \| Cianna Medical
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent payments related to acquisition	900,000	1,600,000	$ 0
Other long-term obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability, noncurrent	3,000,000.0	2,300,000
Accrued expenses
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability, current	$ 400,000	$ 15,800,000

Employee Stock Purchase Plan, Stock Options and Warrants - Changes in PSUs and RSUs (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock-Settled Performance-Based Restricted Stock Units
Stock Units
Beginning balance (in shares)	179
Granted (in shares)	229
rTSR adjustment (in shares)	8
Vested (in shares)	(61)	(44)	(26)
Balance at December 31 (in shares)	355	179
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 63.90
Granted (in dollars per share)	72.26	$ 64.54	$ 61.39
rTSR adjustment (in dollars per share)	70.58
Vested (in dollars per share)	70.58
Balance at December 31 (in dollars per share)	$ 71.15	$ 63.90
Stock-Settled Performance-Based Restricted Stock Units \| rTSR
Stock Units
Multiplying factor	125.00%
Stock-Settled Performance-Based Restricted Stock Units \| rTSR \| Minimum
Stock Units
Multiplying factor	75.00%
Stock-Settled Performance-Based Restricted Stock Units \| rTSR \| Maximum
Stock Units
Multiplying factor	125.00%
Restricted Stock Units
Stock Units
Beginning balance (in shares)	31
Granted (in shares)	20	31	26
Vested (in shares)	(31)	(26)	(34)
Balance at December 31 (in shares)	20	31
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 59.02
Granted (in dollars per share)	83.99	$ 59.02	$ 61.77
Vested (in dollars per share)	59.02
Balance at December 31 (in dollars per share)	$ 83.99	$ 59.02

Employee Stock Purchase Plan, Stock Options and Warrants

12 Months Ended

Dec. 31, 2023

Share-based Payment Arrangement [Abstract]

Employee Stock Purchase Plan, Stock Options and Warrants

12.EMPLOYEE STOCK PURCHASE PLAN, STOCK OPTIONS AND WARRANTS

Our stock-based compensation primarily consists of the following plans:

2018 Long-Term Incentive Plan. In June 2018, our Board of Directors adopted and our shareholders approved, the Merit Medical Systems, Inc. 2018 Long-Term Incentive Plan, which was subsequently amended effective December 14, 2018 (the “2018 Incentive Plan”) to supplement the Merit Medical Systems, Inc. 2006 Long-Term Incentive plan (the "2006 Incentive Plan"). The 2018 Incentive Plan provides for the granting of stock options, stock appreciation rights, restricted stock, stock units (including restricted stock units) and performance awards (including performance stock units). Options

may be granted to directors, officers, outside consultants and key employees and may be granted upon such terms and such conditions as the Compensation Committee of our Board of Directors determines. Options typically vest on an annual basis over a three to five-year life with a contractual life of seven years. As of December 31, 2023, a total of 1,709,391 shares remained available to be issued under the 2018 Incentive Plan.

2006 Long-Term Incentive Plan. In May 2006, our Board of Directors adopted, and our shareholders approved, the 2006 Incentive Plan. As of December 31, 2023, the 2006 Incentive Plan was no longer being used for new equity award grants. However, as of December 31, 2023, options granted under this plan were still outstanding, vesting, and being exercised and will continue to be outstanding until the vesting periods end and the terms of the equity awards expire.

Employee Stock Purchase Plan. We have a non-qualified Employee Stock Purchase Plan (“ESPP”), which has an expiration date of June 30, 2026. As of December 31, 2023, the total number of shares of common stock that remained available to be issued under our non-qualified plan was 87,673 shares. ESPP participants purchase shares on a quarterly basis at a price equal to 95% of the market price of the common stock at the end of the applicable offering period.

Stock-Based Compensation Expense. The stock-based compensation expense before income tax expense for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Cost of sales
Nonqualified stock options	$	1,647	$	1,606	$	1,476
Research and development
Nonqualified stock options		1,739		1,789		1,343
Selling, general and administrative
Nonqualified stock options		7,542		7,305		6,678
Performance-based restricted stock units		6,344		3,509		3,525
Restricted stock units		1,771		1,836		1,557
Cash-settled performance-based share-based awards ("Liability Awards")		2,290		1,997		1,511
Total selling, general and administrative		17,947		14,647		13,271

Stock-based compensation expense before taxes	$	21,333	$	18,042	$	16,090

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.

Nonqualified Stock Options

As of December 31, 2023, the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was $20.4 million and is expected to be recognized over a weighted average period of 2.2 years.


	2023	2022	2021
Risk-free interest rate	3.6% - 4.8%	1.4% - 4.3%	0.5% - 1.1%
Expected option term	4.0 years	4.0 years	4.0 years
Expected dividend yield	—	—	—
Expected price volatility	39.6% - 47.1%	46.2% - 47.5%	46.1% - 46.7%

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 option. We determine the expected term of the stock options using the historical exercise behavior of employees. The expected price volatility was determined based upon the historical volatility for our stock. We recognize compensation expense for options on a straight-line basis over the service period, which corresponds to the vesting period. During the years ended December 31, 2023, 2022 and 2021, approximately 444,000, 251,000 and 716,000 nonqualified stock option grants were made, respectively, for a total fair value of $13.1 million, $6.3 million and $17.5 million.

The table below presents information related to stock option activity for the years ended December 31, 2023, 2022 and 2021 (in thousands):


	2023		2022		2021
Total intrinsic value of stock options exercised	$	23,300	$	27,110	$	36,086
Cash received from stock option exercises		14,503		18,952		20,194
Excess tax benefit from the exercise of stock options		3,001		3,423		5,571

Changes in stock options for the year ended December 31, 2023, consisted of the following (shares and intrinsic value in thousands):


	Number	Weighted Average		Remaining Contractual	Intrinsic
	of Shares	Exercise Price		Term (in years)	Value
Beginning balance	3,077	$	49.62
Granted	444		72.36
Exercised	(606)		33.48
Forfeited/expired	(47)		60.08
Outstanding at December 31	2,868		56.39	3.44	$	56,333
Exercisable	1,714		50.73	2.40		43,234
Ending vested and expected to vest	2,868		56.39	3.44		56,333

The weighted average grant-date fair value of options granted during the years ended December 31, 2023, 2022 and 2021 was $29.58, $24.98 and $24.38, respectively.

Stock-Settled Performance-Based Restricted Stock Units (“PSUs”) and Time-Vested Restricted Stock Units (“RSUs”)

Since 2020, we have granted PSUs which vest at the end of one, two and three-year performance periods, or one year after the agreement date, whichever is later. The number of shares delivered upon vesting at the end of the performance periods are based upon performance against specified financial performance metrics and relative total shareholder return as compared to the Russell 2000 Index (“rTSR”), as defined in the award agreements. PSUs convey no shareholder rights unless and until shares are issued in settlement of the award.

We use Monte-Carlo simulations to estimate the grant-date fair value of the PSUs linked to total shareholder return. 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 performance metrics that are expected to be achieved. At the end of the performance period, cumulative expense is calculated based on the actual financial performance metrics attained.

We have granted RSUs to our non-employee directors, which are subject to continued service through the vesting date, which is one year from the date of grant. The expense recognized for RSUs is equal to the closing stock price on the date of grant, which is recognized over the vesting period.

Changes in PSUs and RSUs for the year ended December 31, 2023, consisted of the following:


	PSUs				RSUs
			Weighted Average			Weighted Average
	Stock Units		Grant Date		Stock Units	Grant Date
	(In Thousands)	⁽¹⁾	Fair Value		(In Thousands)	Fair Value
Beginning nonvested balance	179		$	63.90	31	$	59.02
Granted	229			72.26	20		83.99
rTSR adjustment	8	⁽²⁾		70.58	—		—
Vested	(61)			70.58	(31)		59.02
Forfeited	—			—	—		—
Nonvested balance at December 31	355			71.15	20		83.99

(1)

(2)

Represents the application of an rTSR multiplier of 125% to certain awards vested in 2023 based on the performance of our common stock and the terms of the awards.

The following table summarizes PSUs and RSUs granted during the years ended December 31, 2023, 2022, and 2021 (units and shares in thousands):


	2023		2022		2021
PSUs
Target units granted		115		48		52
Maximum units granted ⁽¹⁾		229		97		103
Maximum potential shares⁽¹⁾⁽²⁾		287		121		129
Weighted average grant date fair value	$	72.26	$	64.54	$	61.39
RSUs
Units granted		20		31		26
Weighted average grant date fair value	$	83.99	$	59.02	$	61.77

(1)

Based on the maximum payout, excluding the impact of the rTSR multiplier.

(2)

Includes the impact of the maximum potential rTSR multiplier of 125%.

During the years ended December 31, 2023, 2022 and 2021, there were approximately 61,000, 44,000 and 26,000 shares, respectively, that vested under PSUs, prior to the reduction of shares withheld to satisfy tax withholding obligations. Vested shares were calculated based upon achievement of the financial performance multipliers and market conditions related to the rTSR multiplier. During the years ended December 31, 2023, 2022 and 2021, there were approximately 31,000, 26,000 and 34,000 shares, respectively, that vested under RSUs.

The fair value of each PSU was estimated as of the grant date using the following assumptions for awards granted in the years ended December 31, 2023, 2022 and 2021:


	2023	2022	2021
Risk-free interest rate	3.9% - 4.6%	1.6% - 2.7%	0.1% - 0.3%
Performance period	2.8 years	2.6 - 2.8 years	1.8 - 2.8 years
Expected dividend yield	—	—	—
Expected price volatility	31.4% - 32.6%	38.5% - 46.2%	43.7% - 49.3%

The risk-free interest rate of return was determined using the U.S. Treasury rate at the time of grant with a remaining 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.

As of December 31, 2023, the total remaining unrecognized compensation cost related to stock-settled performance stock units and restricted stock units, net of expected forfeitures, was $10.5 million and $0.6 million, respectively, which is expected to be recognized over a weighted average period of 1.8 years and 0.4 years, respectively.

Cash-Settled Performance-Based Share-Based Awards (“Liability Awards”)

During the years ended December 31, 2023, 2022 and 2021, we granted liability awards to our Chief Executive Officer with total target cash incentives in the amount of $1.3 million, $1.0 million, and $1.0 million, respectively. These awards entitle him to a target cash payment based upon our relative shareholder return as compared to the rTSR and achievement of specified performance metrics, as defined in the award agreements.

During the years ended December 31, 2023, 2022 and 2021, we granted additional performance stock units to certain employees that provide for settlement in cash upon our achievement of specified financial metrics. The cash payable upon vesting at the end of the service period is based upon performance against specified financial performance metrics and relative total shareholder return as compared to the rTSR, as defined in the award agreements. Compensation expense is recognized for the cash payment probable of being awarded based on the performance metrics.

The potential maximum payout of these liability awards is 250% of the target cash incentive, resulting in a total potential maximum payout of $4.3 million, $2.5 million and $2.5 million for liability awards granted during the years ended December 31, 2023, 2022 and 2021, respectively. Settlement generally occurs at the end of one, two and three-year performance periods based upon the same performance metrics and vesting period as our performance stock units.

These awards are classified as liabilities and reported in accrued expenses and other long-term liabilities within our consolidated balance sheets. The fair value of these awards is remeasured at each reporting period until the awards are settled. As of December 31, 2023, our recorded liabilities associated with these awards was $3.4 million, and we had remaining unrecognized compensation cost related to cash-settled performance-based share-based awards of $3.1 million, which is expected to be recognized over a weighted average period of 1.8 years. During 2023, 2022 and 2021, we paid $1.7 million, $833,000 and $417,000, respectively, in connection with liability awards, and no awards were forfeited.

Accumulated Other Comprehensive Income (Loss) - Changes in AOCI (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accumulated other comprehensive income (loss)
Beginning balance	$ 1,144,397	$ 1,039,799	$ 958,575
Reclassifications to:
Cost of sales	(673,494)	(631,882)	(589,418)
Interest expense	(15,511)	(6,339)	(5,261)
Ending balance	1,202,000	1,144,397	1,039,799
Accumulated Other Comprehensive Loss
Accumulated other comprehensive income (loss)
Beginning balance	(11,550)	(7,991)	(5,452)
Other comprehensive income (loss)	7,477	651	(7,823)
Income taxes	827	(2,075)	(800)
Reclassifications to:
Net other comprehensive income (loss)	216	(3,559)	(2,539)
Ending balance	(11,334)	(11,550)	(7,991)
Accumulated Other Comprehensive Loss \| Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassifications to:
Revenue	(4,081)	(3,583)	5,592
Cost of sales	(1,457)	1,436	(1,017)
Interest expense	(2,550)	12	1,509
Cash Flow Hedges
Accumulated other comprehensive income (loss)
Beginning balance	4,366	(2,464)	(6,940)
Other comprehensive income (loss)	4,518	11,142	(119)
Income taxes	866	(2,177)	(1,489)
Reclassifications to:
Net other comprehensive income (loss)	(2,704)	6,830	4,476
Ending balance	1,662	4,366	(2,464)
Cash Flow Hedges \| Reclassification out of Accumulated Other Comprehensive Income [Member]
Reclassifications to:
Revenue	(4,081)	(3,583)	5,592
Cost of sales	(1,457)	1,436	(1,017)
Interest expense	(2,550)	12	1,509
Foreign Currency Translation
Accumulated other comprehensive income (loss)
Beginning balance	(15,916)	(5,527)	1,488
Other comprehensive income (loss)	2,959	(10,491)	(7,704)
Income taxes	(39)	102	689
Reclassifications to:
Net other comprehensive income (loss)	2,920	(10,389)	(7,015)
Ending balance	$ (12,996)	$ (15,916)	$ (5,527)

Employee Benefit Plans

12 Months Ended

Dec. 31, 2023

Defined Contribution Plan [Abstract]

Employee Benefit Plans

14.EMPLOYEE BENEFIT PLANS

We have defined contribution plans covering all U.S. full-time adult employees and certain of our foreign employees. Our contributions to these plans are discretionary in certain countries, including the U.S. In September 2019, we ceased discretionary contributions to certain of our defined contribution plans and subsequently reinstated those contributions in May 2021. Total expense for contributions made to these plans for the years ended December 31, 2023, 2022 and 2021 was $8.8 million, $7.7 million and $6.5 million, respectively.

Segment Reporting and Foreign Operations - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 383,523	$ 382,976	$ 371,658
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	273,105	281,290	275,311
Ireland
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	42,333	40,749	39,863
Other foreign countries
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 68,085	$ 60,937	$ 56,484

Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Long-term debt	$ 846,563
Less unamortized debt issuance costs	(23,550)	$ (179)
Total long-term debt	823,013	198,009
Less current portion		11,250
Long-term portion	823,013	186,759
Term Loan
Debt Instrument [Line Items]
Long-term debt	99,063	124,688
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt		$ 73,500
Convertible debt
Debt Instrument [Line Items]
Long-term debt	$ 747,500

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Designated as hedging instrument \| Interest rate swap \| Prepaid expenses and other assets
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	$ 1,503
Designated as hedging instrument \| Interest rate swap \| Other assets (long-term)
Derivatives, Fair Value [Line Items]
Fair value of derivative asset		$ 3,444
Designated as hedging instrument \| Foreign currency forward contracts \| Prepaid expenses and other assets
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	2,061	3,215
Designated as hedging instrument \| Foreign currency forward contracts \| Other assets (long-term)
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	216	56
Designated as hedging instrument \| Foreign currency forward contracts \| Accrued expenses
Derivatives, Fair Value [Line Items]
Total Liability Derivatives	(1,898)	(1,509)
Designated as hedging instrument \| Foreign currency forward contracts \| Other long-term obligations
Derivatives, Fair Value [Line Items]
Total Liability Derivatives	(499)	(531)
Not designated as hedging instrument \| Foreign currency forward contracts \| Prepaid expenses and other assets
Derivatives, Fair Value [Line Items]
Fair value of derivative asset	828	1,512
Not designated as hedging instrument \| Foreign currency forward contracts \| Accrued expenses
Derivatives, Fair Value [Line Items]
Total Liability Derivatives	$ (1,463)	$ (1,946)

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Consolidated Balance Sheet Information and Supplemental Information

The following was included in our consolidated balance sheet as of December 31, 2023 and 2022 (in thousands):


	2023		2022
Assets
ROU operating lease assets	$	63,047	$	65,262

Liabilities
Short-term operating lease liabilities	$	12,087	$	11,005
Long-term operating lease liabilities		56,259		59,736
Total operating lease liabilities	$	68,346	$	70,741

Components of Lease Costs



Lease Cost	Classification	2023		2022		2021
Operating lease cost (a)	Selling, general and administrative expenses	$	14,879	$	14,219	$	16,013
Sublease (income) (b)	Selling, general and administrative expenses		(488)		(409)		(75)
Net lease cost		$	14,391	$	13,810	$	15,938


(a)	Includes expense related to short-term leases and variable payments, which were not significant.

(b)	Does not include rental revenue from leases of hardware consoles to customers, which was not significant.

Supplemental cash flow information for the years ended December 31, 2023, 2022 and 2021 was as follows, in thousands:


	2023		2022		2021
Cash paid for amounts included in the measurement of lease liabilities	$	13,804	$	13,710	$	14,970
Right-of-use assets obtained in exchange for lease obligations	$	8,891	$	11,130	$	1,524


	2023	2022	2021
Weighted average remaining lease term	9.6 years	10.4 years	11.4 years
Weighted average discount rate	3.4%	3.4%	3.4%

Maturities of Operating Lease Liabilities

As of December 31, 2023, maturities of operating lease liabilities were as follows, in thousands:


Year ended December 31,	Amounts due under operating leases
2024	$	13,706
2025		10,718
2026		8,867
2027		7,432
2028		6,089
Thereafter		33,950
Total lease payments		80,762
Less: Imputed interest		(12,416)
Total	$	68,346

Revenues

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Revenues

2.REVENUES

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 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 table presents sales by operating segment disaggregated based on product category and geographic region for the years ended December 31, 2023, 2022 and 2021 (in thousands).


	Year Ended						Year Ended						Year Ended
	December 31, 2023						December 31, 2022						December 31, 2021
	United States		International		Total		United States		International		Total		United States		International		Total
Cardiovascular
Peripheral Intervention	$	299,313	$	202,907	$	502,220	$	263,602	$	176,208	$	439,810	$	244,459	$	160,657	$	405,116
Cardiac Intervention		143,755		214,696		358,451		128,711		214,475		343,186		122,452		198,189		320,641
Custom Procedural Solutions		114,010		81,323		195,333		108,778		81,416		190,194		108,068		85,874		193,942
OEM		135,525		29,031		164,556		118,869		26,165		145,034		104,436		19,092		123,528
Total		692,603		527,957		1,220,560		619,960		498,264		1,118,224		579,415		463,812		1,043,227

Endoscopy
Endoscopy Devices		34,386		2,420		36,806		30,599		2,158		32,757		29,463		2,061		31,524

Total	$	726,989	$	530,377	$	1,257,366	$	650,559	$	500,422	$	1,150,981	$	608,878	$	465,873	$	1,074,751

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Acquisitions and Other Strategic Transactions - Asset Purchase (Details) $ in Millions	Oct. 03, 2022 USD ($) item	Apr. 30, 2022 USD ($)
BioTrace
Asset Acquisition [Line Items]
Purchase price	$ 2.5
Number of annual payments \| item	6
BioTrace \| Developed technology
Asset Acquisition [Line Items]
Amortization period	10 years
BioTrace \| Minimum
Asset Acquisition [Line Items]
Net sales revenue (as a percent)	5.00%
BioTrace \| Maximum
Asset Acquisition [Line Items]
Net sales revenue (as a percent)	10.00%
Restore Endosystems
Asset Acquisition [Line Items]
Purchase price		$ 3.0
Additional payments upon the achievement of specified milestones		3.5
Restore Endosystems \| First Payment
Asset Acquisition [Line Items]
Additional payments upon the achievement of specified milestones		$ 2.0
Payment period		2 years
Restore Endosystems \| Second Payment
Asset Acquisition [Line Items]
Additional payments upon the achievement of specified milestones		$ 2.0
Payment period		4 years
Restore Endosystems \| In-process research and development
Asset Acquisition [Line Items]
Acquired intangible assets		$ 6.5

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

For the years ended December 31, 2023, 2022 and 2021, income before income taxes is broken out between U.S. and foreign-sourced operations consisted of the following (in thousands):


	2023		2022		2021
Domestic	$	60,935	$	77,562	$	21,328
Foreign		51,154		5,067		32,589
Total	$	112,089	$	82,629	$	53,917

Schedule of Components of Income Tax Expense (Benefit)

The components of the provision for income taxes for the years ended December 31, 2023, 2022 and 2021, consisted of the following (in thousands):


	2023		2022		2021
Current expense:
Federal	$	15,684	$	9,584	$	808
State		3,775		3,162		806
Foreign		10,862		10,291		8,480
Total current expense		30,321		23,037		10,094

Deferred expense (benefit):
Federal		(11,030)		(10,438)		(468)
State		(1,699)		(3,615)		(1,845)
Foreign		86		(871)		(2,318)
Total deferred benefit		(12,643)		(14,924)		(4,631)

Total income tax expense	$	17,678	$	8,113	$	5,463

Schedule of Effective Income Tax Rate Reconciliation


	2023		2022		2021
Computed federal income tax expense at applicable statutory rate of 21%	$	23,539	$	17,352	$	11,323
State income tax expense (benefit)		1,627		35		(283)
Tax credits		(2,412)		(1,978)		(2,507)
Tax effect of international items		(3,994)		(10,698)		(281)
Uncertain tax positions		4		(47)		401
Deferred compensation insurance assets		(548)		706		(413)
Stock-based compensation		(3,001)		(3,423)		(5,571)
Valuation allowance		(90)		3,523		—
Remeasurement of state deferred taxes		(73)		(375)		(526)
Non-deductible expenses		2,101		2,027		2,455
Remeasurement of contingent consideration liabilities		317		1,061		733
Other — including the effect of graduated rates		208		(70)		132
Total income tax expense	$	17,678	$	8,113	$	5,463

Schedule of Deferred Tax Assets and Liabilities

Deferred income tax assets and liabilities at December 31, 2023 and 2022, consisted of the following temporary differences and carry-forward items (in thousands):


	2023		2022
Deferred income tax assets:
Allowance for credit losses on trade receivables	$	2,009	$	1,925
Accrued compensation expense		10,285		9,968
Inventory differences		5,477		5,712
Net operating loss carryforwards		10,007		11,117
Stock-based compensation expense		7,913		7,167
Operating lease assets		11,331		12,801
Federal R&D tax credit		—		634
State R&D tax credits		5,237		4,679
IRC Section 174 capitalized R&D		26,370		15,012
Other		10,159		8,827
Total deferred income tax assets		88,788		77,842

Deferred income tax liabilities:
Prepaid expenses		(1,123)		(1,568)
Property and equipment		(23,539)		(20,925)
Intangible assets		(34,613)		(38,547)
Foreign withholding tax		(2,005)		(1,571)
Operating lease liabilities		(10,129)		(11,527)
Other		(1,898)		(2,040)
Total deferred income tax liabilities		(73,307)		(76,178)
Valuation allowance		(13,740)		(13,527)
Net deferred income tax assets (liabilities)	$	1,741	$	(11,863)

Reported as:
Deferred income tax assets	$	7,288	$	6,599
Deferred income tax liabilities		(5,547)		(18,462)
Net deferred income tax assets (liabilities)	$	1,741	$	(11,863)

Summary of Income Tax Contingencies


	2023		2022		2021
Unrecognized tax benefits, opening balance	$	1,576	$	1,635	$	1,674
Gross increases (decreases) in tax positions taken in a prior year		112		(10)		82
Gross increases in tax positions taken in the current year		442		294		316
Lapse of applicable statute of limitations		(508)		(343)		(437)
Unrecognized tax benefits, ending balance	$	1,622	$	1,576	$	1,635

Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill balance at beginning of period	$ 359,821	$ 361,741
Effect of foreign exchange	883	(1,920)
Additions and adjustments as the result of acquisitions	21,536
Goodwill balance at end of period	$ 382,240	$ 359,821

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Employee Stock Purchase Plan, Stock Options and Warrants - Option Granted Fair Value Calculation Assumptions (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	3.60%	1.40%	0.50%
Risk-free interest rate, maximum	4.80%	4.30%	1.10%
Expected option term / Performance Period	4 years	4 years	4 years
Expected price volatility, minimum	39.60%	46.20%	46.10%
Expected price volatility, maximum	47.10%	47.50%	46.70%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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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
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Earnings Per Common Share (EPS)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Common Share (EPS)

11.EARNINGS PER COMMON SHARE (EPS)


	2023		2022		2021
Net income	$	94,411	$	74,516	$	48,454
Average common shares outstanding		57,593		56,806		56,145
Basic EPS	$	1.64	$	1.31	$	0.86

Average common shares outstanding		57,593		56,806		56,145
Effect of dilutive stock awards		763		865		1,214
Total potential shares outstanding		58,356		57,671		57,359
Diluted EPS	$	1.62	$	1.29	$	0.84

Equity awards excluded as the impact was anti-dilutive ⁽¹⁾		1,143		1,438		799

_______________________________________________

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

Convertible Notes

For our Convertible Notes issued in December 2023, the dilutive effect is calculated using the if-converted method. Upon surrender of the Convertible Notes for conversion, Merit will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Merit’s common stock or a combination of cash and shares of Merit’s common stock, at Merit’s election, in respect of the remainder, if any, of Merit’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Under the if-converted method, we include the number of shares required to satisfy the remaining conversion obligation, assuming all the Convertible Notes were converted. The average closing prices of our common stock for the year ended December 31, 2023 were used as the basis for determining the dilutive effect on EPS. The average closing prices for our common stock did not exceed the conversion price of $86.83, and therefore all associated shares were anti-dilutive.

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in carrying amount of goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022, are as follows (in thousands):


	2023		2022
Goodwill balance at January 1	$	359,821	$	361,741
Effect of foreign exchange		883		(1,920)
Additions and adjustments as the result of acquisitions		21,536		—
Goodwill balance at December 31	$	382,240	$	359,821

Other intangible assets

Other intangible assets at December 31, 2023 and 2022, consisted of the following (in thousands):


	December 31, 2023
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	28,877	$	(10,916)	$	17,961
Distribution agreements		3,250		(2,919)		331
License agreements		11,142		(8,327)		2,815
Trademarks		35,135		(20,804)		14,331
Customer lists		40,367		(33,921)		6,446
Total	$	118,771	$	(76,887)	$	41,884


	December 31, 2022
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount
Patents	$	29,445	$	(10,203)	$	19,242
Distribution agreements		3,250		(2,715)		535
License agreements		11,109		(7,250)		3,859
Trademarks		30,221		(17,863)		12,358
Customer lists		34,105		(31,749)		2,356
Total	$	108,130	$	(69,780)	$	38,350

Estimated amortization expense

Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of December 31, 2023 (in thousands):


	Estimated Amortization Expense
2024	$	62,244
2025		60,127
2026		49,037
2027		45,619
2028		44,230

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
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+ Details