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Acquisitions and Investments | 3 Months Ended
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Mar. 31, 2025
Business Combinations [Abstract] |
Acquisitions and Investments | 4. Acquisitions and Investments. On November 1, 2024, pursuant to the terms of the Asset Purchase Agreement (the “Cook Purchase Agreement”) dated September 18, 2024 between Merit and Cook Medical Holdings LLC, (“Cook”), we acquired Cook’s lead management business, which is composed of a comprehensive end-to-end portfolio of medical devices and accessories used in lead management procedures for patients who need a pacemaker or an implantable cardioverter-defibrillator lead removed or replaced. We acquired the portfolio for a purchase price of $210 million, plus the assumption of certain liabilities. 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 $9.2 million for the three-month period ended March 31, 2025. It is not practical to separately report earnings related to the acquisition, as we began to immediately integrate the acquisition into the existing operations, sales distribution networks and management structure of our cardiovascular business segment. Acquisition-related costs associated with the transaction, which were included in selling, general and administrative expenses in the consolidated statements of income were approximately $5.4 million during the year ended December 31, 2024. The purchase price was allocated as follows (in thousands): ​
​ | ​ | ​ | ​
Assets Acquired |  | ​ |
Intangible assets | ​ |  | ​
Developed technology | ​ | $ | 126,100
Trademarks | ​ | ​ | 7,100
Customer list | ​ | ​ | 11,100
Goodwill | ​ | ​ | 65,897
Total assets acquired | ​ |  | 210,197
​ | ​ | ​ | ​
Liabilities Assumed | ​ |  |
Accrued expenses | ​ |  | 197
Total liabilities assumed | ​ |  | 197
​ | ​ | ​ | ​
Total net assets acquired | ​ | $ | 210,000
​ We are amortizing Cook developed technology intangible assets over ten years, the trademark intangible assets over 12 years, and the customer list intangible asset on an accelerated basis over 12 years. We have estimated the weighted average life of the intangible assets acquired from Cook to be 10.3 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 Cook acquisition are not material in relation to reported sales and it was deemed impracticable to obtain information to determine earnings associated with the acquired product lines which represent only a small portion of the product lines of a large, consolidated company without standalone financial information. On July 1, 2024, we entered into an Asset Purchase Agreement (the “EGS Purchase Agreement”) with EndoGastric Solutions, Inc. (“EGS”), pursuant to which we acquired the EsophyX® Z+ device and various assets related thereto (collectively, the “EGS Acquisition”), which are designed to deliver a durable, minimally invasive non-pharmacological treatment option for patients suffering from gastroesophageal reflux disease. We acquired the purchased assets identified under the EGS Purchase Agreement for a purchase price of $105 million. We accounted for the EGS Acquisition under the acquisition method of accounting as a business combination. The sales related to the EGS Acquisition have been included in our endoscopy segment since the acquisition date and were $6.6 million for the three-month period ended March 31, 2025. It is not practical to separately report earnings related to the EGS Acquisition, as we began to immediately integrate the acquisition into the existing operations, sales distribution networks and management structure of our endoscopy business segment. Acquisition-related costs associated with the EGS Acquisition, which were included in selling, general and administrative expenses in the consolidated statements of were approximately $3.4 million during the year ended December 31, 2024. The purchase price was allocated as follows (in thousands): ​
​ | ​ | ​ | ​
Assets Acquired |  | ​ |
Trade receivables | ​ | $ | 2,568
Inventories | ​ | ​ | 3,553
Prepaid expenses and other current assets | ​ | ​ | 99
Property and equipment | ​ | ​ | 258
Intangible assets | ​ |  | ​
Developed technology | ​ | ​ | 72,800
Trademarks | ​ | ​ | 5,400
Customer list | ​ | ​ | 6,600
Goodwill | ​ | ​ | 16,997
Total assets acquired | ​ |  | 108,275
​ | ​ | ​ | ​
Liabilities Assumed | ​ |  |
Trade payables | ​ |  | 494
Accrued expenses | ​ |  | 2,752
Total liabilities assumed | ​ |  | 3,246
​ | ​ | ​ | ​
Total net assets acquired | ​ | $ | 105,029
​ We are amortizing the EGS 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 11 years. We have estimated the weighted average life of the intangible assets acquired from EGS to be 10.1 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 to our consolidated results of operations of the EGS Acquisition are not material in relation to reported sales. On March 8, 2024, we entered into an asset purchase agreement with Scholten Surgical Instruments, Inc. (“SSI”) to acquire the assets associated with the Bioptome, Novatome, and Sensatome devices. The total purchase price of the SSI assets included an up-front payment of $3 million, and three deferred payments, including (i) $1 million payable upon the earlier of (a) the first anniversary of the closing date or (b) the date on which Merit can independently manufacture the purchased devices (“Deferred Payment Date”), (ii) $1 million payable upon the first anniversary of the Deferred Payment Date, and (iii) $1 million payable upon the second anniversary of the Deferred Payment Date. We have accounted for this transaction as an asset purchase, and recorded the amount paid and deferred payments as a developed technology intangible asset, which we are amortizing over eight years.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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