Business Combinations and Asset Acquisitions (Tables)

3 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the estimated purchase price and the preliminary allocation of the purchase price related to the assets acquired and liabilities assumed (in thousands):

Estimated cash consideration for acquired assets	$	1,922,955
Preliminary fair value of contingent consideration payable to Smiths	53,520
Issuance of ICU Medical, Inc. common shares:
Number of shares issued to Smiths	2,500
Price per share (ICU's opening market price on the acquisition date)	$	230.39
Fair value of ICU shares issued to Smiths	$	575,975
Total estimated consideration to be paid	$	2,552,450
Preliminary Purchase Price Allocation:
Cash and cash equivalents	$	78,791
Accounts receivable	118,522
Inventories	226,196
Prepaid expenses and other current assets	53,554
Property, plant and equipment	210,000
Operating lease right-of-use assets	55,161
Intangible assets(1)	975,000
Deferred income taxes	9,303
Other assets	379
Accounts payable	(105,291)
Accrued liabilities(2)	(173,901)
Income tax payable	(24,332)
Other long-term liabilities	(85,739)
Deferred income taxes	(235,170)
Total identifiable net assets acquired	$	1,102,473
Goodwill - not tax deductible	1,449,977
Estimated Purchase Consideration	$	2,552,450

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(1)    Estimated identifiable intangible assets include $540.0 million of customer relationships, $400.0 million of developed technology, $30.0 million of internally developed software, and $5.0 million of trademark. The estimated weighted-average amortization period for the total identifiable intangible assets is approximately nine years, and, for each identifiable intangible asset is estimated as follows: eight years for customer relationships, ten years for developed technology, five years for internally developed software, and six months for the trade mark.

(2)    Estimated accrued liabilities includes, among other things, accrued warranty reserves, accrued restructuring initiatives, accrued salaries and related benefits, deferred revenue and accrued sales and use taxes.

Business Acquisition, Pro Forma Information

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Revenues	$	597,857	$	641,115	$	1,722,357	$	1,862,237
Net Loss	$	(13,208)	$	(8,874)	$	(54,840)	$	22,026