0000883984-24-000030 | 10-Q | XBRL Viewer

Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]

The following table presents the fair values of our derivative instruments included within the Condensed Consolidated Balance Sheets (in thousands):


	Derivatives Designated as Cash Flow Hedging Instruments
Condensed Consolidated Balance Sheet Location	Foreign Exchange Contracts		Interest Rate Swaps		Gross Derivatives

As of June 30, 2024
Prepaid expenses and other current assets	$	3,623	$	21,006	$	24,629
Other assets	99		9,584		9,683
Total assets	$	3,722	$	30,590	$	34,312

Accrued liabilities	$	1,473	$	—	$	1,473
Other long-term liabilities	314		—		314
Total liabilities	$	1,787	$	—	$	1,787

As of December 31, 2023
Prepaid expenses and other current assets	$	6,785	$	23,065	$	29,850
Other assets	673		4,876		5,549
Total assets	$	7,458	$	27,941	$	35,399

Accrued liabilities	$	2,590	$	—	$	2,590
Other long-term liabilities	240		—		240
Total liabilities	$	2,830	$	—	$	2,830

We recognized the following (loss) gains on our derivative instruments designated as cash flow hedges in other comprehensive income before reclassifications to net loss (in thousands):


	Gain (Losses) Recognized in Other Comprehensive Income
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts	$	(3,965)	$	6,051	$	975	$	8,503
Interest rate swaps	4,512		11,324		17,905		8,740
Total derivatives designated as cash flow hedging instruments	$	547	$	17,375	$	18,880	$	17,243

The following table presents the effects of our derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations (in thousands):

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block]


	Gains (Losses) Reclassified From Accumulated Other Comprehensive (Loss) Income into Net Loss
			Three months ended June 30,				Six months ended June 30,
	Location of Gains (Losses) Recognized in Net Loss		2024		2023		2024		2023
Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts	Total revenues		$	633	$	473	$	1,333	$	(1,448)
Foreign exchange forward contracts	Cost of goods sold		1,059		2,316		2,339		3,816
Foreign exchange forward contracts	Other expense, net	(1)	—		—		—		229
Foreign exchange forward contracts	Interest expense	(2)	—		—		—		13
Interest rate swaps	Interest expense		7,291		7,625		15,255		14,993
Total derivatives designated as cash flow hedging instruments			$	8,983	$	10,414	$	18,927	$	17,603

_______________________________

(1) Represents location of gain reclassified from accumulated other comprehensive loss into other expense, net as a result of ineffectiveness.

(2) Represents location of gain reclassified from accumulated other comprehensive loss into interest expense as a result of forecasted transactions no longer probable of occurring.

As of June 30, 2024, we expect an estimated $2.1 million in deferred gains on the outstanding foreign exchange contracts and an estimated $21.9 million in deferred gains on the interest rate swaps will be reclassified from accumulated other comprehensive loss to net income during the next 12 months concurrent with the underlying hedged transactions also being reported in net income.

Prepaids and Other Current Assets (Notes)

6 Months Ended

Jun. 30, 2024

Prepaid Expense and Other Assets [Abstract]

Prepaids, other current assets and other noncurrent assets [Text Block]

Prepaid Expenses and Other Current Assets and Other Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Other prepaid expenses and receivables	$	26,565	$	17,833
Prepaid vendor expenses	1,220		1,309
Deferred costs	4,995		1,668
Prepaid insurance and property taxes	7,606		9,547
VAT/GST receivable	3,173		2,748
Deferred tax charge	6,622		5,822
Foreign exchange contracts	3,623		6,785
Interest rate contracts	21,006		23,065

Deposits	1,227		1,196
Other	4,788		3,667
	$	80,825	$	73,640

Other assets consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Pump lease receivables	$	25,599	$	30,627
Spare parts	48,792		46,496
Equity method investment	3,091		3,120
Deferred debt issuance costs	2,578		3,439
Finance lease right-of-use assets	3,273		2,707
Interest rate contracts	9,584		4,876

Other	1,676		2,755
	$	94,593	$	94,020

Restructuring, Strategic Transaction and Integration Liability (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	$ 9,924	$ 5,923
Restructuring Charges	7,712	5,360
Payments for Restructuring	3,678	2,944
Restructuring Reserve, Accrual Adjustment		41	$ 900
Restructuring Reserve, Foreign Currency Translation Gain (Loss)	33	20
Restructuring Reserve	5,923	3,568
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	9,063	5,062
Restructuring Charges	7,712	5,065
Payments for Restructuring	3,678	2,760
Restructuring Reserve, Accrual Adjustment		41
Restructuring Reserve, Foreign Currency Translation Gain (Loss)	33	13
Restructuring Reserve	5,062	2,811
Facility Closing [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve	861	861
Restructuring Charges	0	295
Payments for Restructuring	0	184
Restructuring Reserve, Accrual Adjustment		0
Restructuring Reserve, Foreign Currency Translation Gain (Loss)	0	7
Restructuring Reserve	$ 861	$ 757

- 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

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (60,877)	$ (19,746)
Depreciation and amortization	110,844	113,244
Noncash lease expense	10,524	11,110
Provision for doubtful accounts	1,370	399
Provision for warranty and returns and field action	(2,458)	7,070
Stock compensation	22,596	18,931
(Gain) loss on disposal of property and equipment	(78)	1,019
Debt Issuance Costs amortization	3,411	3,404
Change in fair value of contingent earn-out	(44)	3,316
Usage of spare parts	8,944	10,056
Other	4,925	2,917
Accounts receivable	6,715	46,796
Inventories	21,095	(76,040)
Prepaid expenses and other current assets	(12,638)	2,983
Other Assets	(11,124)	(12,698)
Accounts payable	9,432	(46,864)
Accrued liabilities	20,245	(104)
Income taxes, including excess tax benefits and deferred income taxes	(5,138)	(26,022)
Net cash provided by operating activities	127,744	39,771
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(35,382)	(32,489)
Proceeds from sale of asset	692	1,431
Intangible assets additions	(5,364)	(4,651)
Proceeds from sale of investment securities	500	2,920
Net cash used in investing activities	(39,554)	(32,789)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Long-term Debt	25,500	14,813
Proceeds from exercise of stock options	3,074	2,233
Payments on finance leases	(518)	(436)
Payment for Contingent Consideration Liability, Financing Activities	(2,600)
Payment, Tax Withholding, Share-based Payment Arrangement	11,685	8,718
Net cash used in by financing activities	(37,229)	(21,734)
Effect of Exchange Rate on Cash [Abstract]
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations	(2,535)	1,855
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect	48,426	(12,897)
Cash and Cash Equivalents	302,648	195,887
Supplemental Cash Flow Information [Abstract]
Capital Expenditures Incurred but Not yet Paid	$ 3,868	$ 2,362

Accrued Liabilities (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Accrued Liabilities [Abstract]

Salaries and benefits

$ 69,914

$ 52,250

Incentive compensation

42,037

37,992

Operating Lease, Liability, Current

17,915

20,161

Sales taxes

5,545

6,748

Restructuring accrual

9,924

3,568

UnfavorablecontractliabilityST

33,791

31,640

Accrued other taxes

5,390

3,024

Accrued Professional Fees

3,418

2,803

Accrued liability Italy payment scheme

23,613

23,176

Legal accrual

1,704

1,874

Distribution Fees

16,522

13,049

Warranties and returns

3,600

3,682

Field service corrective action

32,411

30,281

Accrued freight

15,764

17,215

Derivative Liability, Current

1,473

2,590

Accrued audit fees

4,626

5,492

Liability, Defined Benefit Plan, Current

2,735

2,575

Interest Payable

1,409

1,431

Other

7,960

8,664

Accrued liabilities

299,751

268,215

^[1]

Derivative [Line Items]

Derivative Liability, Current

1,473

2,590

Product Liability Contingency [Line Items]

Product Liability Accrual, Component Amount

50,500

Foreign Exchange

Accrued Liabilities [Abstract]

Derivative Liability, Current

1,473

2,590

Derivative [Line Items]

Derivative Liability, Current

$ 1,473

$ 2,590

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

Property and Equipment Text (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 22.3	$ 24.4	$ 44.7	$ 47.8

Net Income Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table presents the calculation of net earnings per common share (“EPS”) — basic and diluted (in thousands, except per share data):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net loss	$	(21,406)	$	(9,934)	$	(60,877)	$	(19,746)

Weighted-average number of common shares outstanding (basic)	24,393		24,075		24,295		24,045
Dilutive securities(1)	—		—		—		—
Weighted-average common and common equivalent shares outstanding (diluted)	24,393		24,075		24,295		24,045
EPS — basic	$	(0.88)	$	(0.41)	$	(2.51)	$	(0.82)
EPS — diluted	$	(0.88)	$	(0.41)	$	(2.51)	$	(0.82)

Total anti-dilutive stock options and restricted stock awards	216		162		202		72

_______________________________

(1) Due to the net loss for the three and six months ended June 30, 2024 and 2023, there are no potentially dilutive common shares included in the computation of diluted earnings per share.

Revenue Disaggregated Revenue by Product Line (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Revenues	$ 596,455	$ 549,310	$ 1,163,110	$ 1,117,959
% Revenue to Medline	0.17	0.15	0.17	0.15
Infusion Consumables [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 261,816	$ 236,976	$ 505,855	$ 473,098
Infusion Systems [Member]
Disaggregation of Revenue [Line Items]
Revenues	163,638	153,142	320,976	314,855
Vital Care
Disaggregation of Revenue [Line Items]
Revenues	$ 171,001	$ 159,192	$ 336,279	$ 330,006

- 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 of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Long-Term Obligations (Notes)

6 Months Ended

Jun. 30, 2024

LOng-Term Obligations Disclosure [Abstract]

Long-term Debt [Text Block]

Long-Term Debt

2022 Credit Agreement

In 2022, in connection with the acquisition of Smiths Medical, we entered into a Credit Agreement (the "Credit Agreement") with Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Barclays Bank PLC and certain other financial institutions (the “Lenders”) for $2.2 billion of senior secured credit facilities. The senior secured credit facilities include (i) a five-year Tranche A term loan of $850.0 million (the "Term Loan A"), (ii) a seven-year Tranche B term loan of $850.0 million (the "Term Loan B") and (iii) a five-year revolving credit facility of $500.0 million (the "Revolving Credit Facility"), with separate sub-limits of $50.0 million for letters of credit and swingline loans (collectively, the "Senior Secured Credit Facilities"). We used the proceeds from borrowings under the Term Loan A and the Term Loan B (collectively, the "Term Loans") to fund a portion of the cash consideration for the purchase of Smiths Medical and the related fees and expenses incurred in connection with the acquisition. We did not incur borrowings under the Revolving Credit Facility on the closing date of the acquisition. The proceeds from any future borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes.

In connection with entering into the Credit Agreement in 2022, we incurred $37.8 million in debt discount and issuance costs, which were allocated to the Term Loan A, the Term Loan B and the Revolving Credit Facility based on lender commitment amounts relative to each type of fees paid. The lender and third-party discount and issuance costs allocated to the Term Loan A and the Term Loan B were $15.8 million and $13.4 million, respectively, the current unamortized balances are reflected as a direct deduction from the face amount of the corresponding term loans on the condensed consolidated balance sheet. These costs are being amortized to interest expense over the respective terms of the loans using the effective interest method. The issuance costs allocated to the Revolving Credit Facility were $8.6 million, which are capitalized and included in prepaid expenses and other current assets and other assets on our condensed consolidated balance sheets. These costs are being amortized to interest expense over the term of the Revolving Credit Facility using the straight-line method.

The net funds received from the Term Loan A and the Term Loan B, after deducting debt issuance costs, were $834.2 million and $836.6 million, respectively.

Maturity Dates

The maturity date for the Term Loan A and the Revolving Credit Facility is January 6, 2027, and the maturity date for the Term Loan B is January 6, 2029. Pursuant to the terms and conditions of the Credit Agreement, the maturity dates of the Term Loans and the Revolving Credit Facility may be extended upon our request, subject to the consent of the Lenders.

Interest Rate Terms

In general, the Term Loans and borrowings under the Revolving Credit Facility denominated in U.S. dollars bear interest, at our option, on either: (1) the Base Rate, as defined below, plus the applicable margin, as indicated below ("Base Rate Loans") or (2) the Adjusted Term Secured Overnight Financing Rate ("Adjusted Term SOFR"), as defined below, plus the applicable margin, as indicated below ("Term SOFR Loans").

The Base Rate is defined as the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) Adjusted Term SOFR (as defined below) for a one-month period plus, in each case, 1.00%.

Adjusted Term SOFR is the rate per annum equal to (a) the Term SOFR plus (b) the Term SOFR Adjustment. Term SOFR is the forward-looking term rate based on SOFR and is calculated separately for Term SOFR Loans and Base Rate Loans, as specified in the Credit Agreement. The Term SOFR Adjustment is a percentage per annum of 0.10% for Base Rate Loans and between 0.10% to 0.25% for Term SOFR Loans based on the applicable interest period.

Revolving Credit Facility Commitment Fee

The Revolving Credit Facility has a per annum commitment fee at an initial rate of 0.25% which is applied to the available amount of the Revolving Credit Facility. Effective on the first Adjustment Date, as defined in the Credit Agreement, occurring subsequent to our quarter ended June 30, 2022, the commitment fee is determined by reference to the leverage ratio in effect from time to time as set forth in the table below.

Applicable Interest Margins

The Term Loan A and borrowings under the Revolving Credit Facility have an initial applicable margin of 0.75% per annum for Base Rate Loans and 1.75% per annum for Term SOFR Loans.

Effective on the first Adjustment Date, as defined in the Credit Agreement, occurring subsequent to our quarter ended June 30, 2022, the applicable margin for the Term Loan A and borrowings under the Revolving Credit Facility is determined by reference to the leverage ratio in effect from time to time as set forth in the following table:


Leverage Ratio	Applicable Margin for Term SOFR Loans	Applicable Margin for Base Rate Loans	Commitment Fee Rate
Greater than 4.00 to 1.0	2.25%	1.25%	0.35%
Less than or equal to 4.00 to 1.0 but greater than 3.00 to 1.0	2.00%	1.00%	0.30%
Less than or equal to 3.00 to 1.0 but greater than 2.50 to 1.0	1.75%	0.75%	0.25%
Less than or equal to 2.50 to 1.0 but greater than 2.00 to 1.0	1.50%	0.50%	0.20%
Less than or equal to 2.00 to 1.0	1.25%	0.25%	0.15%

The Term Loan B has an initial applicable margin of 1.5% per annum for Base Rate Loans and 2.5% per annum for Term SOFR Loans.

Effective on the first Adjustment Date, as defined in the Credit Agreement, occurring subsequent to our quarter ended June 30, 2022, the applicable margin for the Term Loan B is determined by reference to the leverage ratio in effect from time to time as set forth in the following table:


Leverage Ratio	Applicable Margin for Term SOFR Loans	Applicable Margin for Base Rate Loans
Greater than 2.75 to 1.0	2.50%	1.50%
Less than 2.75 to 1.0	2.25%	1.25%

Principal Payments

Principal payments on the Term Loans are due on the last day of each calendar quarter commencing on June 30, 2022.

The Term Loan A amortizes in nineteen consecutive quarterly installments in an amount equal to 2.50% of the original principal amount in each of the first two years, 5.00% in each of the third and fourth years and 7.50% in the fifth year, with a final payment of the remaining outstanding principal balance due on the maturity date.

The Term Loan B matures in twenty-seven consecutive quarterly installments in an amount equal to 0.25% of the original principal amount, with a final payment of the remaining outstanding principal balance due on the maturity date.

We may borrow, prepay and re-borrow amounts under the Revolving Credit Facility, in accordance with the terms and conditions of the Credit Agreement, with all outstanding amounts due at maturity.

For the six months ended June 30, 2024 and 2023, total principal payments on the Term Loans were $25.5 million and $14.8 million, respectively.

Interest Payments

Interest payments on Base Rate Loans are payable quarterly in arrears on the last business day of each calendar quarter and the applicable maturity date. Interest periods on Term SOFR Loans are determined, at our option, as either one, three or six months and will be payable on the last day of each interest period and the applicable maturity date. In the case of any interest periods of more than three months' duration, the interest payment are payable on each day prior to the last day of such interest period that occurs at three-month intervals.

The commitment fee on the Revolving Credit Facility is payable quarterly in arrears on the third business day following the last day of each calendar quarter and at the maturity date. The commitment fee is included in interest expense in our condensed consolidated statements of operations.

Guarantors and Collateral

Our obligations under the Credit Agreement are unconditionally guaranteed, on a joint and several basis, by ICU Medical, Inc. and certain of our existing subsidiaries.

Debt Covenants

The Credit Agreement contains affirmative and negative covenants, including certain financial covenants. The negative covenants include restrictions regarding the incurrence of liens and indebtedness, certain merger and acquisition transactions, asset sales and other dispositions, other investments, dividends, share purchases and payments affecting subsidiaries, changes in nature of business, fiscal year or organizational documents, prepayments and redemptions of subordinated and other junior debt, transactions with affiliates, and other matters.

The financial covenants include the Senior Secured Leverage Ratio and the Interest Coverage Ratio, both defined below, and pertain to the Term Loan A and the Revolving Credit Facility.

The Senior Secured Leverage Ratio is defined, at any measurement date, as the ratio of: (a) all Funded Debt, as defined in the Credit Agreement, that is secured by a lien on any asset or property minus the lesser of (i) all unrestricted cash and cash equivalents and (ii) $500.0 million, to (b) Consolidated EBITDA, as defined in the Credit Agreement, for the most recently completed four fiscal quarters, calculated on a pro forma basis. The maximum Senior Secured Leverage Ratio is 4.50 to 1.00 until June 30, 2024. Thereafter, the maximum Senior Secured Leverage Ratio is 4.00 to 1.00, with limited permitted exception.

The Interest Coverage ratio is defined, at any measurement date, as the ratio of Consolidated EBITDA, as defined in the Credit Agreement, to Consolidated Interest Expense, as defined in the Credit Agreement, paid or payable in cash, for the most recently completed four fiscal quarters. The minimum Interest Coverage ratio is 3.00 to 1.00.

We were in compliance with all financial covenants as of June 30, 2024.

The Credit Agreement contains customary events of default, including, among others: non-payments of principal and interest; breach of representations and warranties; covenant defaults; cross-defaults and cross-acceleration to certain other material indebtedness; the existence of bankruptcy or insolvency proceedings; certain events under ERISA; material judgments; and a change of control. If an event of default occurs and is not cured within any applicable grace period or is not waived, the administrative agent and the Lenders are entitled to take various actions, including, without limitation, the acceleration of all amounts due and the termination of commitments under the Senior Secured Credit Facilities.

The carrying values of our long-term debt consist of the following (in thousands):


	Effective Interest Rate		As of June 30, 2024		Effective Interest Rate		As of December 31, 2023

Senior Secured Credit Facilities:
Term Loan A — principal	8.22	%	$	791,563	7.67	%	$	812,813
Term Loan B — principal	8.57	%	830,875		8.00	%	835,125
Revolving Credit Facility — principal	—	%			—	%	—
Less unamortized debt issuance costs(1)			(16,616)				(19,168)
Total carrying value of long-term debt			1,605,822				1,628,770
Less current portion of long-term debt			51,000				51,000
Long-term debt, net			$	1,554,822			$	1,577,770

_______________________________

(1) Comprised of $7.7 million and $8.9 million relating to the Term Loan A and the Term Loan B, respectively, as of June 30, 2024.

As of June 30, 2024, the aggregate amount of principal repayments of our long-term debt (including any current portion) for each of the next five years and thereafter is approximately (in thousands):


Remainder of 2024	$	25,500
2025	51,000
2026	72,250
2027	672,563
2028	8,500
2029	792,625
Thereafter	—
Total	$	1,622,438

The following table presents the total interest expense related to our long-term debt (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Contractual interest	$	31,851	$	30,836	$	64,126	$	60,099
Amortization of debt issuance costs	1,704		1,703		3,411		3,404
Commitment fee — Revolving Credit Facility	379		383		758		751
Total long-term debt-related interest expense	$	33,934	$	32,922	68,295		64,254

We currently hedge against the contractual interest expense on our long-term debt (see Note 7: Derivatives and Hedging Activities).

Commitments and Contingencies:	6 Months Ended
Commitments and Contingencies:	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies [Text Block]	Commitments and Contingencies Legal Proceedings From time to time, we are involved in various legal proceedings, most of which are routine litigation, in the normal course of business. Our management does not believe that the resolution of the unsettled legal proceedings that we are involved with will have a material adverse impact on our financial position or results of operations. Off-Balance Sheet Arrangements In the normal course of business, we have agreed to indemnify our officers and directors to the maximum extent permitted under Delaware law and to indemnify customers as to certain intellectual property matters or other matters related to sales of our products. There is no maximum limit on the indemnification that may be required under these agreements. Although we can provide no assurances, we have never incurred, nor do we expect to incur, any material liability for indemnification. Contingencies In January 2022, we acquired Smiths Medical. Total consideration for the acquisition included a potential earn-out payment of $100.0 million in cash contingent on our common stock achieving the Price Targets from the closing date to either the third or fourth anniversary of closing and provided Smiths beneficially owned at least 50.0% of the shares of common stock issued at closing at the time the Price Target is achieved. As of June 30, 2024, the estimated fair value of the contingent earn-out was $3.9 million (see Note 8: Fair Value Measurements). During July 2024, Smiths sold 1.2 million common shares of ICU Medical, Inc. It was issued as partial consideration for the 2022 acquisition of Smiths Medical. The sale of shares when combined with other sales in prior periods renders Smiths unable to achieve the contingent consideration based on certain price targets during the third and fourth anniversary of closing as Smiths no longer meets the required minimum beneficial ownership percentage. Accordingly, the third quarter 2024 valuation of the contingent earn-out will reduce the contingent earn-out's fair market value to zero. Prior to being acquired, during 2021, Smiths Medical received a Warning Letter from the FDA following an inspection of Smiths Medical’s Oakdale, Minnesota Facility. The Warning Letter cited, among other things, failures to comply with FDA's medical device reporting requirements and failures to comply with applicable portions of the Quality System Regulation. A provision for the estimated costs related to the field service corrective actions identified as of the closing date of the acquisition was recorded on the opening acquired balance sheet of Smiths Medical in the amount of $55.1 million. The initial estimate recorded was based on a probability-weighted estimate of the costs required to settle the obligation related to known field corrective actions. The actual costs to be incurred are dependent upon the scope of the work necessary to achieve regulatory clearance, including potential additional field corrective actions, and could differ from the original estimate. For the three and six months ended June 30, 2024, we recorded a net reversal to the provision of $6.8 million and $6.6 million, respectively, to adjust the estimated cost to complete the field corrective actions to the amounts expected to be incurred based on historical experience. As of June 30, 2024, approximately $43.4 million of the $50.5 million of accrued field service corrective action recorded was related to Smiths Medical. In November 2021, we acquired a small foreign infusion systems supplier. Total consideration for the acquisition included a potential earn-out payment of up to $2.5 million, consisting of (i) a cash payment of $1.0 million contingent on the achievement of certain revenue targets for the annual period ended December 31, 2022 and, separately, (ii) a cash payment of $1.5 million contingent upon obtaining certain product-related regulatory certifications. As of December 31, 2022, the measurement period related to (i) above ended and based on the actual revenue achieved during the measurement period we determined that the fair value of the contingent earn-out was zero as the minimum threshold for earning the earn-out was not met. As of June 30, 2024, the estimated fair value of the contingent earn-out related to certain product-related regulatory certification was estimated to be $1.5 million (see Note 8: Fair Value Measurements). In August 2021, we entered into an agreement with one of our international distributors whereby that distributor would not compete with us in a specific territory for a three-year period that ends September 2024. The terms of the agreement included a contingent earn-out payment. The contingent earn-out could not exceed $6.0 million, and was to be earned based on certain revenue targets over a twelve-month measurement period determined by the highest four consecutive quarters commencing over a two-year period starting on the closing date of the agreement and provided that the distributor is in compliance with its obligations under the agreement. As of December 31, 2023, the fair value of the contingent earn-out was determined to be $3.4 million and was paid out during the three months ended March 31, 2024 (see Note 8: Fair Value Measurements). Commitments We have non-cancelable operating lease agreements where we are contractually obligated to pay certain lease payment amounts (see Note 5: Leases).

Inventories (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Raw materials	$	285,347	$	296,037
Work in process	82,882		58,906
Finished goods	314,641		354,417
Total inventories	$	682,870	$	709,360

Long-Term Obligations Schedule of Maturities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
LOng-Term Obligations Disclosure [Abstract]
Long-Term Debt, Maturity, Remainder of Fiscal Year	$ 25,500
Long-Term Debt, Maturity, Year One	51,000
Long-Term Debt, Maturity, Year Two	72,250
Long-Term Debt, Maturity, Year Three	672,563
Long-Term Debt, Maturity, Year Four	8,500
Long-Term Debt, Maturity, Year Five	792,625
Long-Term Debt, Maturity, after Year Five	0
Long-term Debt, Gross	$ 1,622,438

Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The components of AOCI, net of tax, were as follows (in thousands):


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Cash Flow Hedges		Other Adjustments		Total
Balance as of January 1, 2024	$	(76,784)	$	21,884	$	1,819	$	(53,081)
Other comprehensive (loss) income before reclassifications	(22,817)		13,908		—		(8,909)
Amounts reclassified from AOCI	—		(7,548)		—		(7,548)
Other comprehensive (loss) income	(22,817)		6,360		—		(16,457)
Balance as of March 31, 2024	$	(99,601)	$	28,244	$	1,819	$	(69,538)
Other comprehensive (loss) income before reclassifications	(15,865)		436		—		(15,429)
Amounts reclassified from AOCI	—		(6,818)		—		(6,818)
Other comprehensive loss	(15,865)		(6,382)		—		(22,247)
Balance as of June 30, 2024	$	(115,466)	$	21,862	$	1,819	$	(91,785)


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Cash Flow Hedges		Other Adjustments		Total
Balance as of January 1, 2023	$	(122,973)	$	40,779	$	1,216	$	(80,978)
Other comprehensive income (loss) before reclassifications	24,983		(113)		(31)		24,839
Amounts reclassified from AOCI	—		(5,464)		—		(5,464)
Other comprehensive income (loss)	24,983		(5,577)		(31)		19,375
Balance as of March 31, 2023	$	(97,990)	$	35,202	$	1,185	$	(61,603)
Other comprehensive income (loss) before reclassifications	7,569		13,175		(34)		20,710
Amounts reclassified from AOCI	—		(7,901)		—		(7,901)
Other comprehensive income (loss)	7,569		5,274		(34)		12,809
Balance as of June 30, 2023	$	(90,421)	$	40,476	$	1,151	$	(48,794)

Condensed Consolidated Statements of Stockholders' Equity Statement - USD ($) $ in Thousands	Total	Common Stock Shares [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common	Retained Earnings [Member]	AOCI Attributable to Parent [Member]
Common Stock, Shares, Issued at Dec. 31, 2022		23,995,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, New Issues		172,000
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation		(53,000)
Common Stock, Shares, Issued at Mar. 31, 2023		24,114,000
Stockholders' Equity Attributable to Parent at Dec. 31, 2022	$ 2,089,928		$ 2,399	$ 1,331,249	$ (243)	$ 837,501	$ (80,978)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Value, New Issues	171		12	(503)	662
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(8,425)				(8,425)
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	9,158			9,158
Adjustments to Additional Paid in Capital, Other				4
Other Comprehensive income (loss), net of Tax	19,375						19,375
Other Comprehensive (Loss) Income, Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	19,379
Net Income Attributable to Parent	(9,812)					(9,812)
Stockholders' Equity Attributable to Parent at Mar. 31, 2023	$ 2,100,399		2,411	1,339,908	(8,006)	827,689	(61,603)
Common Stock, Shares, Issued at Dec. 31, 2022		23,995,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation	(54,371)
Common Stock, Shares, Issued at Jun. 30, 2023		24,114,000
Stockholders' Equity Attributable to Parent at Dec. 31, 2022	$ 2,089,928		2,399	1,331,249	(243)	837,501	(80,978)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other Comprehensive income (loss), net of Tax	32,184
Stockholders' Equity Attributable to Parent at Jun. 30, 2023	2,114,818		2,411	1,345,057	(1,611)	817,755	(48,794)
Common Stock, Shares, Issued at Mar. 31, 2023		24,114,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, New Issues		2,000
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation		(2,000)
Common Stock, Shares, Issued at Jun. 30, 2023		24,114,000
Stockholders' Equity Attributable to Parent at Mar. 31, 2023	2,100,399		2,411	1,339,908	(8,006)	827,689	(61,603)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Value, New Issues	2,062		0	(4,626)	6,688
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(293)				(293)
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	9,773			9,773
Adjustments to Additional Paid in Capital, Other				2
Other Comprehensive income (loss), net of Tax	12,809						12,809
Other Comprehensive (Loss) Income, Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	12,811
Net Income Attributable to Parent	(9,934)					(9,934)
Stockholders' Equity Attributable to Parent at Jun. 30, 2023	$ 2,114,818		2,411	1,345,057	(1,611)	817,755	(48,794)
Common Stock, Shares, Issued at Dec. 31, 2023	24,144,000	24,144,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, New Issues		378,000
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation		(110,000)
Common Stock, Shares, Issued at Mar. 31, 2024		24,412,000
Stockholders' Equity Attributable to Parent at Dec. 31, 2023	$ 2,123,410		2,414	1,366,493	(262)	807,846	(53,081)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Value, New Issues	150		27	(6,847)	6,970
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(11,400)				(11,400)
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	11,598			11,598
Adjustments to Additional Paid in Capital, Other				0
Other Comprehensive income (loss), net of Tax	(16,457)						(16,457)
Other Comprehensive (Loss) Income, Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(16,457)
Net Income Attributable to Parent	(39,471)					(39,471)
Stockholders' Equity Attributable to Parent at Mar. 31, 2024	$ 2,067,830		2,441	1,371,244	(4,692)	768,375	(69,538)
Common Stock, Shares, Issued at Dec. 31, 2023	24,144,000	24,144,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation	(112,876)
Common Stock, Shares, Issued at Jun. 30, 2024	24,430,000	24,430,000
Stockholders' Equity Attributable to Parent at Dec. 31, 2023	$ 2,123,410		2,414	1,366,493	(262)	807,846	(53,081)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Other Comprehensive income (loss), net of Tax	(38,704)
Stockholders' Equity Attributable to Parent at Jun. 30, 2024	$ 2,037,812		2,443	1,380,703	(518)	746,969	(91,785)
Common Stock, Shares, Issued at Mar. 31, 2024		24,412,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Shares, New Issues		21,000
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation		(3,000)
Common Stock, Shares, Issued at Jun. 30, 2024	24,430,000	24,430,000
Stockholders' Equity Attributable to Parent at Mar. 31, 2024	$ 2,067,830		2,441	1,371,244	(4,692)	768,375	(69,538)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock Issued During Period, Value, New Issues	2,924		2	(1,537)	4,459
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation	(285)				(285)
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	10,998			10,998
Adjustments to Additional Paid in Capital, Other				(2)
Other Comprehensive income (loss), net of Tax	(22,247)						(22,247)
Other Comprehensive (Loss) Income, Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(22,249)
Net Income Attributable to Parent	(21,406)					(21,406)
Stockholders' Equity Attributable to Parent at Jun. 30, 2024	$ 2,037,812		$ 2,443	$ 1,380,703	$ (518)	$ 746,969	$ (91,785)

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue [Table Text Block]

The following table represents our revenues disaggregated by product line (in thousands):


	Three months ended June 30,				Six months ended June 30,
Product line	2024		2023		2024		2023
Consumables	$	261,816	236,976		505,855		473,098
Infusion Systems	163,638		153,142		320,976		314,855
Vital Care	171,001		159,192		336,279		330,006
Total Revenues	$	596,455	$	549,310	$	1,163,110	$	1,117,959

For the three and six months ended June 30, 2024 and 2023, net sales to Medline made up approximately 17% and 15% of total revenues, respectively.

The following table represents our revenues disaggregated by geography (in thousands):


	Three months ended June 30,				Six months ended June 30,
Geography	2024		2023		2024		2023
United States	$	383,140	$	347,866	$	749,295	$	707,053
Europe, the Middle East and Africa	95,310		89,994		193,699		188,980
APAC	61,224		60,031		113,077		118,655
Other Foreign	56,781		51,419		107,039		103,271
Total Revenues	$	596,455	$	549,310	$	1,163,110	$	1,117,959

Contract with Customer, Asset and Liability [Table Text Block]

The following table presents the changes in our contract balances for the six months ended June 30, 2024 and 2023 (in thousands):


	Contract Liabilities
Beginning balance, January 1, 2024	$	(42,177)

Equipment revenue recognized	16,951
Equipment revenue deferred due to implementation	(20,593)
Software revenue recognized	10,232
Software revenue deferred due to implementation	(10,427)
Government grant income recognized(1)	1,029
Government grant income deferred	—
Other deferred revenue	(423)
Other deferred revenue recognized	1,602
Ending balance, June 30, 2024	$	(43,806)

Beginning balance, January 1, 2023	$	(45,866)

Equipment revenue recognized	16,793
Equipment revenue deferred due to implementation	(16,625)
Software revenue recognized	9,041
Software revenue deferred due to implementation	(8,875)
Government grant income deferred	(944)
Government grant income recognized(1)	647
Other deferred revenue	(688)
Other deferred revenue recognized	3,514
Ending balance, June 30, 2023	$	(43,003)

Deferred Revenue, by Arrangement, Disclosure

As of June 30, 2024, revenue from remaining performance obligations is as follows:


	Recognition Timing
(in thousands)	< 12 Months		> 12 Months
Equipment deferred revenue	$	(21,226)	$	(937)
Software deferred revenue	(9,783)		(489)
Government grant deferred income(1)	(2,065)		(8,384)
Other deferred revenue(2)	(717)		(205)
Total	$	(33,791)	$	(10,015)

_________________________________

(1) The government grant deferred income is amortized over the life of the related depreciable asset as a reduction to depreciation expense.

(2) Other deferred revenue includes pump development programs, purchased training and extended warranty.

Strategic Transaction and Integration (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Strategic Transaction and Integration	$ 9.4	$ 11.1	$ 20.2	$ 19.4

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The following table presents the changes in the carrying amount of our goodwill (in thousands):


	Total
Balance as of January 1, 2024	$	1,472,446


Currency translation	(21,511)
Balance as of June 30, 2024	$	1,450,935

Schedule of Intangible Assets and Goodwill [Table Text Block]

Intangible assets, carried at cost less accumulated amortization and amortized on a straight-line basis, were as follows (in thousands):


	Weighted-Average Amortization Life in Years	June 30, 2024
		Cost		Accumulated Amortization		Net
Patents	10	$	34,840	$	21,747	$	13,093
Customer contracts	12	9,835		6,849		2,986
Non-contractual customer relationships	8	550,145		203,725		346,420
Trademarks	1	5,425		5,425		—
Trade name	15	18,248		7,762		10,486
Developed technology	10	587,153		197,000		390,153
Non-compete	3	9,100		8,550		550
Total amortized intangible assets		$	1,214,746	$	451,058	$	763,688

Internally developed software(1)		$	42,106			$	42,106

Total intangible assets		$	1,256,852	$	451,058	$	805,794

______________________________

(1) Internally developed software will be amortized when the projects are complete and the assets are ready for their intended use.


	Weighted-Average Amortization Life in Years	December 31, 2023
		Cost		Accumulated Amortization		Net
Patents	10	$	33,261	$	20,637	$	12,624
Customer contracts	12	10,018		6,755		3,263
Non-contractual customer relationships	8	554,982		171,279		383,703
Trademarks	1	5,425		5,425		—
Trade name	15	18,251		7,162		11,089
Developed technology	10	587,852		167,913		419,939
Non-compete	3	9,100		7,450		1,650
Total amortized intangible assets		$	1,218,889	$	386,621	$	832,268

Internally developed software(1)		$	38,320			$	38,320

Total intangible assets		$	1,257,209	$	386,621	$	870,588

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

As of June 30, 2024 estimated annual amortization for our intangible assets for each of the next five years and thereafter is approximately (in thousands):


Remainder of 2024	$	65,794
2025	124,722
2026	123,940
2027	113,862
2028	113,264
2029	110,181
Thereafter	111,925
Total	$	763,688

- 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
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Property and Equipment (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Machinery and Equipment, Gross

$ 495,081

$ 483,382

Land, building and building improvements, Gross

285,661

278,251

Molds, Gross

91,273

89,573

Computer equipment and software, Gross

125,020

122,038

Furniture and Fixtures, Gross

30,601

30,662

Instruments placed with customers, Gross

118,165

115,672

Construction in Progress, Gross

112,126

117,219

Total property and equipment, cost

1,257,927

1,236,797

Accumulated depreciation

(663,842)

(623,888)

Net property and equipment

$ 594,085

$ 612,909

^[1]

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

Commitments and Contingencies Contingency (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jan. 06, 2022
Business Acquisition, Contingent Consideration [Line Items]
Contingent Consideration, Gross ST	$ 1,000
Contingent Consideration, Gross LT	1,500
Business Combination, Contingent Consideration, Liability	3,900		$ 3,900
Product Liability Accrual, Component Amount	50,500		50,500
Loss Contingency Accrual, Provision	6,800	$ 6,600
SmithsMedical
Business Acquisition, Contingent Consideration [Line Items]
contingent consideration gross	100,000
Business Combination, Contingent Consideration, Liability	3,900		3,900	$ 53,500
Product Liability Accrual, Component Amount	43,400		43,400	$ 55,100
Foreign Infusion System Supplier
Business Acquisition, Contingent Consideration [Line Items]
contingent consideration gross	2,500
Business Combination, Contingent Consideration, Liability	$ 1,500		1,500
International Distributor
Business Acquisition, Contingent Consideration [Line Items]
contingent consideration gross			$ 6,000

Other Assets Noncurrent(Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Derivative [Line Items]

Derivative Asset, Noncurrent

$ 9,683

$ 5,549

Lessor, Operating Lease, Payments to be Received

25,599

30,627

Spare parts

48,792

46,496

Equity Method Investments

3,091

3,120

Debt Issuance Costs, Noncurrent, Net

2,578

3,439

Finance Lease, Right-of-Use Asset

3,273

2,707

Derivative Asset, Noncurrent

9,683

5,549

Other Assets, Miscellaneous, Noncurrent

1,676

2,755

OTHER ASSETS

94,593

94,020

^[1]

Interest Rate Swap

Derivative [Line Items]

Derivative Asset, Noncurrent

9,584

4,876

Derivative Asset, Noncurrent

$ 9,584

$ 4,876

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

DEI Document - shares	6 Months Ended
DEI Document - shares	Jun. 30, 2024	Jul. 31, 2024
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-34634
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-0022692
Entity Address, Address Line One	951 Calle Amanecer
Entity Address, City or Town	San Clemente
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92673
City Area Code	949
Local Phone Number	366-2183
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common stock, par value $0.10 per share
Trading Symbol	ICUI
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		24,425,279
Entity Central Index Key	0000883984
Entity Registrant Name	ICU MEDICAL INC/DE
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2

Fair Value Measures and Disclosures Assets and Liabilities by Balance Sheet Grouping (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Short-term investment securities

$ 0

$ 501

^[1]

Assets, Fair Value Disclosure

$ 34,312

$ 35,900

Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]

Prepaid expenses and other current assets

Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration]

OTHER ASSETS

Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]

Accrued liabilities

Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]

Other long-term liabilities

current

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

$ 3,623

$ 6,785

Interest Rate Derivative Assets, at Fair Value

21,006

23,065

Foreign Currency Contracts, Liability, Fair Value Disclosure

1,473

2,590

noncurrent

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

673

Interest Rate Derivative Assets, at Fair Value

9,584

4,876

Foreign Currency Contracts, Liability, Fair Value Disclosure

314

240

Corporate Bond Securities

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Short-term investment securities

501

ST Earnout Liability

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

1,500

4,879

Earn-out liability [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

3,947

3,991

Liabilities, Total [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

11,700

Financial Liabilities Fair Value Disclosure

7,234

Prepaid Expenses and Other Current Assets [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

3,623

6,785

Interest Rate Derivative Assets, at Fair Value

21,006

23,065

Fair Value, Inputs, Level 1 [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Assets, Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | current

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | noncurrent

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | Corporate Bond Securities

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Short-term investment securities

Fair Value, Inputs, Level 1 [Member] | Earn-out liability [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Short-term investment securities

Fair Value, Inputs, Level 1 [Member] | ST Earnout Liability

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | Earn-out liability [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

Fair Value, Inputs, Level 1 [Member] | Liabilities, Total [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

Financial Liabilities Fair Value Disclosure

Fair Value, Inputs, Level 2 [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Assets, Fair Value Disclosure

34,312

35,900

Fair Value, Inputs, Level 2 [Member] | current

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

3,623

6,785

Interest Rate Derivative Assets, at Fair Value

21,006

23,065

Foreign Currency Contracts, Liability, Fair Value Disclosure

1,473

2,590

Fair Value, Inputs, Level 2 [Member] | noncurrent

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

673

Interest Rate Derivative Assets, at Fair Value

9,584

4,876

Foreign Currency Contracts, Liability, Fair Value Disclosure

314

240

Fair Value, Inputs, Level 2 [Member] | Corporate Bond Securities

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Short-term investment securities

501

Fair Value, Inputs, Level 2 [Member] | ST Earnout Liability

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

3,379

Fair Value, Inputs, Level 2 [Member] | Earn-out liability [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

Fair Value, Inputs, Level 2 [Member] | Liabilities, Total [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

6,209

Financial Liabilities Fair Value Disclosure

1,787

Fair Value, Inputs, Level 3 [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Assets, Fair Value Disclosure

Fair Value, Inputs, Level 3 [Member] | current

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 3 [Member] | noncurrent

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

Interest Rate Derivative Assets, at Fair Value

Foreign Currency Contracts, Liability, Fair Value Disclosure

Fair Value, Inputs, Level 3 [Member] | Corporate Bond Securities

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Short-term investment securities

Fair Value, Inputs, Level 3 [Member] | ST Earnout Liability

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

1,500

Fair Value, Inputs, Level 3 [Member] | Earn-out liability [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

3,947

3,991

Fair Value, Inputs, Level 3 [Member] | Liabilities, Total [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Nonfinancial Liabilities Fair Value Disclosure

$ 5,491

Financial Liabilities Fair Value Disclosure

$ 5,447

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
REVENUES:
TOTAL REVENUES	$ 596,455	$ 549,310	$ 1,163,110	$ 1,117,959
Cost of goods sold	389,027	356,983	770,438	733,591
Gross Profit	207,428	192,327	392,672	384,368
OPERATING EXPENSES:
Selling, general and administrative	159,549	150,895	317,206	303,467
Research and development	23,390	22,302	45,232	42,063
Restructuring, strategic transaction and integration	17,136	12,354	33,241	23,367
Change in fair value of contingent earn-out	(339)	4,016	(44)	3,316
TOTAL OPERATING EXPENSES	199,736	189,567	395,635	372,213
(LOSS) INCOME FROM OPERATIONS	7,692	2,760	(2,963)	12,155
Interest Expense,net	(23,841)	(24,121)	(47,613)	(46,636)
OTHER EXPENSE, net	(3,384)	(1,502)	(5,725)	(1,771)
Loss before income taxes	(19,533)	(22,863)	(56,301)	(36,252)
BENEFIT FOR INCOME TAXES	(1,873)	12,929	(4,576)	16,506
NET LOSS	$ (21,406)	$ (9,934)	$ (60,877)	$ (19,746)
NET LOSS PER SHARE
Basic (in dollars per share)	$ (0.88)	$ (0.41)	$ (2.51)	$ (0.82)
Diluted (in dollars per share)	$ (0.88)	$ (0.41)	$ (2.51)	$ (0.82)
WEIGHTED AVERAGE NUMBER OF SHARES
Basic (in shares)	24,393	24,075	24,295	24,045
Diluted (in shares)	24,393	24,075	24,295	24,045

New Accounting Pronouncements:	6 Months Ended
New Accounting Pronouncements:	Jun. 30, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]	New Accounting Pronouncements Recently Issued Accounting Standards In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the Accounting Standards Codification ("ASC") in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification Initiative, and align the ASC’s requirements with the SEC’s regulations. For entities within the scope, the guidance will be applied prospectively with the effective date for each amendment to be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and will not become effective. We are currently assessing what impact this guidance will have on the Company's consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The amendments in this update expand disclosures about a public entity’s reportable segments and requires more enhanced information about a reportable segment’s significant expenses, interim segment profit or loss, and a description of how a public entity’s chief operating decision maker uses reported segment profit or loss information in assessing segment performance and allocating resources. The amendments clarify that a single reportable segment entity must apply ASC 280 in its entirety. The update will be effective for annual periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. This ASU is applicable to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early application permitted. We are currently assessing the effect of this update on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The amendments in this update expand disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid information. The update will be effective for annual periods beginning after December 15, 2024 and is applicable to our Annual Report on Form 10-K for the fiscal year December 31, 2025, with early application permitted. We are currently assessing the effect of this update on our consolidated financial statements and related disclosures.

- Definition

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

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+ Details

Prepaids and Other Current Assets Prepaids and Other Assets (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Prepaid Expense and Other Assets [Abstract]

Other Prepaid Expense, Current

$ 26,565

$ 17,833

Prepaid vendor expenses

1,220

1,309

Deferred Costs and Other Assets

4,995

1,668

Prepaid insurance and property taxes

7,606

9,547

Prepaid Taxes

3,173

2,748

Deferred tax charge

6,622

5,822

Deposit Assets

1,227

1,196

Other Assets, Current

4,788

3,667

Prepaid expenses and other current assets

80,825

73,640

^[1]

Prepaid Expenses and Other Current Assets [Member]

Derivative [Line Items]

Foreign Currency Contract, Asset, Fair Value Disclosure

3,623

6,785

Interest Rate Derivative Assets, at Fair Value

$ 21,006

$ 23,065

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

Accrued Liabilities Long-term liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Accrued Liabilities [Abstract]
Operating Lease, Liability, Noncurrent	$ 52,179	$ 52,972
Accrued Employee Benefits	3,932	4,207
Accrued Rent	732	841
Finance Lease, Liability, Noncurrent	2,397	1,954
Contract with Customer, Liability, Noncurrent	10,015	10,585
Other Accrued Liabilities, Noncurrent	3,983	3,882
OTHER LONG-TERM LIABILITIES	91,356	100,497
Product Liability Contingency [Line Items]
Product Liability Accrual, Component Amount	50,500
Long Term
Product Liability Contingency [Line Items]
Product Liability Accrual, Component Amount	$ 18,118	$ 26,056

Income Taxes:	6 Months Ended
Income Taxes:	Jun. 30, 2024
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]	Income Taxes Income taxes were accrued at an estimated effective tax rate of (10)% and (8)% for the three and six months ended June 30, 2024, respectively, as compared to 57% and 46% for the three and six months ended June 30, 2023, respectively. The effective tax rate for the three and six months ended June 30, 2024 differs from the federal statutory rate of 21% principally because of the effect of the mix of U.S. and foreign incomes, state income taxes, section 162(m) excess compensation, tax credits, and a valuation allowance against certain U.S. federal and state deferred tax assets and the following discrete items recognized during the interim period: •Excess tax benefit recognized on stock option exercises and the vesting of restricted stock units during the three and six months ended June 30, 2024 of $0.7 million and $3.0 million, respectively. •Unrecognized tax benefits released as a result of the expiration of statute of limitations during the three and six months ended June 30, 2024 of $3.9 million and $4.0 million, respectively. The Company regularly assesses the realizability of deferred tax assets and records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. In assessing the realizability of our deferred tax assets, we weigh all available positive and negative evidence. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Due to the weight of objectively verifiable negative evidence, the Company recorded a valuation allowance of $10.4 million and $20.5 million tax expense against certain U.S. federal and state deferred tax assets during the three and six months ended June 30, 2024, respectively. The significant piece of objectively verifiable negative evidence evaluated was the recent U.S. cumulative losses. Our ability to use our deferred tax assets depends on the amount of taxable income in future periods. Based on current earnings and anticipated future earnings along with expected changes in our deferred tax asset and liability balances, it is likely that the current valuation allowance position will be adjusted during the year. An additional valuation allowance may be required beyond the current year if future earnings are not sufficient to support the realization of deferred tax assets. In 2021, the Organization for Economic Cooperation and Development ("OECD") released model rules for a 15% global minimum tax, known as Pillar Two. On December 15, 2022, the European Union agreed to implement the OECD’s global minimum tax of 15% for multinationals that meet a global revenue threshold. A number of countries have enacted or have announced plans to enact legislation to adopt Pillar Two. We considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and there was no material impact to our tax provision for the three and six months ended June 30, 2024. We do not expect the provisions currently in effect for 2024 to have a material impact on our tax provision and effective tax rate for the remainder of 2024 but will continue to assess the impact of tax legislation in the jurisdictions in which we operate. The effective tax rate for the three and six months ended June 30, 2023 differs from the federal statutory rate of 21% principally because of the effect of the mix of U.S. and foreign incomes, state income taxes, section 162(m) excess compensation, foreign-derived intangible income ("FDII"), tax credits, and the following discrete items recognized during the interim period: •Excess tax benefit recognized on stock option exercises and the vesting of restricted stock units during the three and six months ended June 30, 2023 of $0.9 million and $0.2 million, respectively. •Unrecognized tax benefits released as a result of the expiration of the statue of limitations during the three and six months ended June 30, 2023 of $6.0 million and $6.0 million, respectively. •Revaluation of the contingent consideration during the three and six months ended June 30, 2023 which resulted in a tax expense of $0.0 million for both periods.

- 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))
-Publisher FASB
-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
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-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
-Section 50
-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

Restructuring, Strategic Transaction and Integration (Tables)

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs [Table Text Block]

The following table summarizes the activity in our restructuring-related accrual by major type of cost for the six months ended June 30, 2024 (in thousands):


	Severance Pay and Benefits		Retention and Facility Closure Costs		Total
Accrued balance, January 1, 2024	$	2,811	$	757	$	3,568

Charges incurred	5,065		295		5,360
Payments	(2,760)		(184)		(2,944)
Other(1)	(41)		—		(41)
Currency translation	(13)		(7)		(20)
Accrued balance, March 31, 2024	$	5,062	$	861	$	5,923
Charges incurred	7,712		—		7,712
Payments	(3,678)		—		(3,678)
Currency translation	(33)		—		(33)

Accrued balance, June 30, 2024	$	9,063	$	861	$	9,924

__________________________

(1) Relates to prior year accrued restructuring charges for estimated severances costs that will not be utilized and were reversed during the three months ended March 31, 2024.

Restructuring, Strategic Transaction and Integration Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring, strategic transaction and integration	$ 17,100		$ 12,400	$ 33,200	$ 23,400
Restructuring Costs	$ 7,700		$ 1,300	$ 13,000	4,000
Restructuring Reserve, Accrual Adjustment		$ 41			$ 900

Leases Cash Flow, Operating Activities, Lessee (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Operating Lease, Payments	$ 11,730	$ 12,336
Finance Lease, Interest Payment on Liability	80	60
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	8,650	10,153
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability	$ 1,202	$ 804

Fair Value Measures and Disclosures (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

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

The following tables provide a reconciliation of the Level 3 earn-out liabilities measured at estimated fair value (in thousands):


	Earn-out Liability
Accrued balance, January 1, 2024	$	5,491

Change in fair value of earn-out (included in income from operations as a separate line item)(1)	295


Accrued balance, March 31, 2024	5,786
Change in fair value of earn-out (included in income from operations as a separate line item)(1)	(339)


Accrued balance, June 30, 2024	$	5,447


	Earn-out Liability
Accrued balance, January 1, 2023	$	25,572
Change in fair value of earn-out (included in income from operations as a separate line item)(1)	(700)

Currency translation	33
Accrued balance, March 31, 2023	24,905
Change in fair value of earn-out (included in income from operations as a separate line item)(1)	4,016
Other	11
Currency translation	1
Accrued balance, June 30, 2023	$	28,933

_______________________________

(1) Relates to the change in fair value of our Smiths Medical earn-out.

Fair Value Measurement Inputs and Valuation Techniques

The following tables provide quantitative information about Level 3 inputs for fair value measurement of our earn-out liabilities related to Smiths Medical:

Smiths Medical Earn-out Liability


Simulation Input	As of June 30, 2024		As of December 31, 2023
Volatility	45.00	%	47.00	%
Risk-Free Rate	4.83	%	4.18	%

Fair Value, by Balance Sheet Grouping

Our assets and liabilities measured at fair value on a recurring basis consisted of the following Level 1, 2 and 3 inputs as defined above (in thousands):


	Fair value measurements as of June 30, 2024
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:






Foreign exchange contracts:
Prepaid expenses and other current assets	$	3,623	$	—	$	3,623	$	—
Other assets	99		—		99		—


Interest rate contracts:
Prepaid expenses and other current assets	21,006		—		21,006		—
Other assets	9,584		—		9,584		—
Total Assets	$	34,312	$	—	$	34,312	$	—

Liabilities:
Contingent earn-out liability - ST	$	1,500	$	—	$	—	$	1,500
Contingent earn-out liability - LT	3,947		—		—		$	3,947
Foreign exchange contracts:
Accrued liabilities	1,473		—		1,473		—
Other long-term liabilities	314		—		314		—


Total Liabilities	$	7,234	$	—	$	1,787	$	5,447


	Fair value measurements as of December 31, 2023
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:
Available-for-sale debt securities:
Short-term corporate bonds	$	501	$	—	$	501	$	—




Foreign exchange forwards:
Prepaid expenses and other current assets	6,785		—		6,785		—
Other assets	673		—		673		—
Interest rate contracts:
Prepaid expenses and other current assets	23,065		—		23,065		—
Other assets	4,876		—		4,876		—

Total Assets	$	35,900	$	—	$	35,900	$	—

Liabilities:
Contingent earn-out liability - ST	$	4,879	$	—	$	3,379	$	1,500
Contingent earn-out liability - LT	3,991		—		—		3,991



Foreign exchange contracts:
Accrued liabilities	2,590		—		2,590		—
Other long-term liabilities	240		—		240		—
Total Liabilities	$	11,700	$	—	$	6,209	$	5,491

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property, plant and equipment consists of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Machinery and equipment	$	495,081	$	483,382
Land, building and building improvements	285,661		278,251
Molds	91,273		89,573
Computer equipment and software	125,020		122,038
Furniture and fixtures	30,601		30,662
Instruments placed with customers(1)	118,165		115,672
Construction in progress	112,126		117,219
Total property, plant and equipment, cost	1,257,927		1,236,797
Accumulated depreciation	(663,842)		(623,888)
Property, plant and equipment, net	$	594,085	$	612,909

Revenue Disaggregated Revenue by Geography (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 596,455	$ 549,310	$ 1,163,110	$ 1,117,959
UNITED STATES
Disaggregation of Revenue [Line Items]
Revenues	383,140	347,866	749,295	707,053
EMEA [Member]
Disaggregation of Revenue [Line Items]
Revenues	95,310	89,994	193,699	188,980
Asia Pacific
Disaggregation of Revenue [Line Items]
Revenues	61,224	60,031	113,077	118,655
Other foreign countries [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 56,781	$ 51,419	$ 107,039	$ 103,271

- 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

+ References

+ Details

Leases (Notes)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Lessee, Operating Leases [Text Block]

Leases

We determine if an arrangement is a lease at inception. Our operating lease assets are separately stated in operating lease right-of-use ("ROU") assets and our financing lease assets are included in other assets on our condensed consolidated balance sheets. Our lease liabilities are included in accrued liabilities and other long-term liabilities on our condensed

consolidated balance sheets. We have elected not to recognize an ROU asset and lease liability for leases with terms of twelve months or less.

Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Most of our leases do not provide an implicit rate; therefore, we use our incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term based on the information available at commencement date. Our lease ROU assets exclude lease incentives and initial direct costs incurred. Our lease terms include options to extend when it is reasonably certain that we will exercise that option. All of our leases have stated lease payments, which may include fixed rental increases. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Our leases are for corporate, research and development and sales and support offices, manufacturing and distribution facilities, device service centers and certain equipment. Our leases have original lease terms of one year to fifteen years, some of which include options to extend the leases for up to an additional five years. For all of our leases, we do not include optional periods of extension in our current lease terms because we determined the exercise of options to extend is not reasonably certain.

The following table presents the components of our lease cost (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	5,638	$	6,043	$	11,452	$	12,193
Finance lease cost — interest	47		31		80		60
Finance lease cost — reduction of ROU asset	301		254		555		479
Short-term lease cost	—		13		—		26


Total lease cost	$	5,986	$	6,341	$	12,087	$	12,758

Interest expense on our finance leases is included in interest expense, net in our condensed consolidated statements of operations. The reduction of the operating and finance ROU assets is included as noncash lease expense in costs of goods sold and selling, general and administrative expenses in our condensed consolidated statements of operations.

The following table presents the supplemental cash flow information related to our leases (in thousands):


	Six months ended June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	11,730	$	12,336
Operating cash flows from finance leases	$	80	$	60

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	8,650	$	10,153
Finance leases	$	1,202	$	804

The following table presents the supplemental balance sheet information related to our operating leases (in thousands, except lease term and discount rate):


	As of
	June 30, 2024			December 31, 2023
Operating leases
Operating lease right-of-use assets	$	66,408		$	69,909

Accrued liabilities	$	17,915		$	20,161
Other long-term liabilities	52,179			52,972
Total operating lease liabilities	$	70,094		$	73,133

Weighted-Average Remaining Lease Term
Operating leases	5.6 years			5.6 years

Weighted-Average Discount Rate
Operating leases	4.64		%	4.31		%

The following table presents the supplemental balance sheet information related to our finance leases (in thousands, except lease term and discount rate):


	As of
	June 30, 2024			December 31, 2023
Finance leases
Finance lease right-of-use assets	$	3,273		$	2,707

Accrued liabilities	$	998		$	860
Other long-term liabilities	2,397			1,954
Total finance lease liabilities	$	3,395		$	2,814

Weighted-Average Remaining Lease Term
Finance leases	4.0 years			4.1 years

Weighted-Average Discount Rate
Finance leases	5.50		%	4.93		%

As of June 30, 2024, the maturities of our operating and finance lease liabilities for each of the next five years and thereafter are approximately (in thousands):


	Operating Leases		Finance Leases
Remainder of 2024	$	11,439	$	530
2025	18,076		1,086
2026	15,747		965
2027	11,226		627
2028	6,571		305
2029	6,793		194
Thereafter	9,196		48
Total Lease Payments	79,048		3,755
Less imputed interest	(8,954)		(360)
Total	$	70,094	$	3,395

Long-Term Obligations Interest Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Disclosure [Abstract]
Interest Expense, Debt, Excluding Amortization	$ 31,851,000	$ 30,836,000	$ 64,126,000	$ 60,099,000
Amortization of Debt Issuance Costs and Discounts	1,704,000	1,703,000	3,411,000	3,404,000
Line of Credit Facility, Commitment Fee Amount	379,000	383,000	758,000	751,000
Interest Expense, Debt	$ 33,934,000	$ 32,922,000	$ 68,295,000	$ 64,254,000

Long-Term Obligations Interest Rate Terms (Details)	3 Months Ended
Long-Term Obligations Interest Rate Terms (Details)	Jun. 30, 2024
Debt Disclosure [Abstract]
Interest Percentage Added to Federal Funds Rate	0.0050
Interest Percentage Added to Base Rate	0.0100
Ter SOFR Interest Rate % Adjustment for Base Rate Loans	0.0010
Line of Credit Facility, Commitment Fee Percentage	0.25%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.25%
Maximum [Member]
Debt Disclosure [Abstract]
Term SOFR Adjustment Interest Rate Adjustment Term SOFR Loans	0.0025
Applicable Margin Based on Leverage Ratio [Line Items]
Term SOFR Adjustment Interest Rate Adjustment Term SOFR Loans	0.0025
Minimum [Member]
Debt Disclosure [Abstract]
Term SOFR Adjustment Interest Rate Adjustment Term SOFR Loans	0.0010
Applicable Margin Based on Leverage Ratio [Line Items]
Term SOFR Adjustment Interest Rate Adjustment Term SOFR Loans	0.0010
greaterthan 4to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.35%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.35%
lessthan4to1butgreaterthan3to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.30%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.30%
lessthanorequal3to1butgreaterthan2point5to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.25%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.25%
lessthanorequalto2point5to1butgreaterthan2to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.20%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.20%
lessthanorequalto2to1
Debt Disclosure [Abstract]
Line of Credit Facility, Commitment Fee Percentage	0.15%
Applicable Margin Based on Leverage Ratio [Line Items]
Line of Credit Facility, Commitment Fee Percentage	0.15%
Term Loan A
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0075
Applicable Margin Term SOFR Loans	0.0175
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0075
Applicable Margin Term SOFR Loans	0.0175
Term Loan A \| greaterthan 4to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0125
Applicable Margin Term SOFR Loans	0.0225
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0125
Applicable Margin Term SOFR Loans	0.0225
Term Loan A \| lessthan4to1butgreaterthan3to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0100
Applicable Margin Term SOFR Loans	0.0200
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0100
Applicable Margin Term SOFR Loans	0.0200
Term Loan A \| lessthanorequal3to1butgreaterthan2point5to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0075
Applicable Margin Term SOFR Loans	0.0175
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0075
Applicable Margin Term SOFR Loans	0.0175
Term Loan A \| lessthanorequalto2point5to1butgreaterthan2to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0050
Applicable Margin Term SOFR Loans	0.0150
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0050
Applicable Margin Term SOFR Loans	0.0150
Term Loan A \| lessthanorequalto2to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0025
Applicable Margin Term SOFR Loans	0.0125
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0025
Applicable Margin Term SOFR Loans	0.0125
Term Loan B
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.015
Applicable Margin Term SOFR Loans	0.025
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.015
Applicable Margin Term SOFR Loans	0.025
Term Loan B \| greaterthan2point75to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0150
Applicable Margin Term SOFR Loans	0.0250
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0150
Applicable Margin Term SOFR Loans	0.0250
Term Loan B \| lessthan2point75to1
Debt Disclosure [Abstract]
Applicable Margin Base Rate Loans	0.0125
Applicable Margin Term SOFR Loans	0.0225
Applicable Margin Based on Leverage Ratio [Line Items]
Applicable Margin Base Rate Loans	0.0125
Applicable Margin Term SOFR Loans	0.0225

Equity (Details) $ in Thousands	3 Months Ended	6 Months Ended
Equity (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($) shares
Equity [Abstract]
Treasury Stock Purchase Plan	$ 100,000	$ 100,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 100,000	$ 100,000
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation \| shares		112,876	54,371
Payment, Tax Withholding, Share-based Payment Arrangement		$ (11,685)	$ (8,718)
Smiths Group Ownership % Acquisition Shares Issued	0.105	0.105
Smiths Group Ownership % Required for Board Representation	0.050

Condensed Consolidated Statements of Comprehensive Income (Paranthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax	$ (2,054)	$ 1,687	$ (25)	$ (57)
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax	0	0	0	0
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax	$ 0	$ 0	$ 0	$ 0

Equity Method Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Equity Securities without Readily Determinable Fair Value [Line Items]
Equity Method Investment, Aggregate Cost	$ 3,300
Equity Method Investments	$ 3,091	$ 3,120
Non Public Company
Equity Securities without Readily Determinable Fair Value [Line Items]
Equity Method Investment, Ownership Percentage	20.00%

Investment Securities (Tables)

3 Months Ended

6 Months Ended

Jun. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

As of June 30, 2024, we did not have any investment securities. As of December 31, 2023, the amortized cost, unrealized holding gains (losses) and fair value of our available-for-sale investment securities were as follows (in thousands):










	As of December 31, 2023
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	501	$	—	$	501

Equity Method Investments [Table Text Block]

Our non-marketable equity method investment consists of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Equity method investment	$	3,091	$	3,120

Collaborative and Other Arrangements (Notes)	6 Months Ended
Collaborative and Other Arrangements (Notes)	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Collaborative Arrangement Disclosure [Text Block]	Collaborative and Other Arrangements On February 3, 2017, we entered into two Manufacturing and Supply Agreements ("MSAs") whereby (i) Pfizer would manufacture and supply us with certain agreed upon products for an initial five-year term with a one-time two-year option to extend and (ii) we will manufacture and supply Pfizer certain agreed upon products for a term of five or ten years depending on the product, also with a one-time two-year option to extend. We no longer purchase products from Pfizer under the MSA as described in (i) above. The MSA described in (ii) above provides each party with mutually beneficial interests and is jointly managed by both Pfizer and ICU. The initial supply price, which will be annually updated, is in full consideration for all costs associated with the manufacture, documentation, packaging and certification of the products. On January 1, 2021, we amended our MSA with Pfizer, whereby we manufacture and supply certain agreed upon products to Pfizer. The amendments included a change to the term of the agreement to end on December 31, 2024 with Pfizer's unilateral election to extend through December 31, 2025. Other changes to the terms of the MSA included (i) amendments to our level of supply of products to Pfizer, (ii) certain changes to our manufacturing lines, (iii) updates to our supply price with added volume price tiers for annual periods and (iv) certain minimum purchase requirements for certain products.

Accrued Liabilities (Notes)

6 Months Ended

Jun. 30, 2024

Accrued Liabilities [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Accrued Liabilities and Other Long-Term Liabilities

Accrued liabilities consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Salaries and benefits	$	69,914	$	52,250
Incentive compensation	42,037		37,992

Operating lease liability-ST	17,915		20,161



Accrued sales taxes	5,545		6,748
Restructuring accrual	9,924		3,568

Deferred revenue	33,791		31,640
Accrued other taxes	5,390		3,024
Accrued professional fees	3,418		2,803
Italy medical device payback provision	23,613		23,176
Legal accrual	1,704		1,874

Distribution fees	16,522		13,049
Warranties and returns	3,600		3,682
Field service corrective action(1)	32,411		30,281
Accrued freight	15,764		17,215
Foreign exchange contracts	1,473		2,590




Accrued audit fees	4,626		5,492
Defined benefit plan	2,735		2,575

Accrued interest	1,409		1,431
Other	7,960		8,664
	$	299,751	$	268,215

___________________________

(1) Primarily includes field service corrective actions associated with certain products in connection with a 2021 Warning Letter received by Smiths Medical from the FDA following an inspection of Smiths Medical’s Oakdale, Minnesota Facility, see Note 18: Commitments and Contingencies for further detail.

Other long-term liabilities consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023

Operating lease liability-LT	$	52,179	$	52,972
Benefits	3,932		4,207
Accrued rent	732		841




Finance lease liability-LT	2,397		1,954
Deferred revenue	10,015		10,585
Field service corrective action(1)	18,118		26,056
Other	3,983		3,882
	$	91,356	$	100,497

Derivative Financial Instruments Derivative Instruments and Hedging Activities - Cash Flow Hedge Activity Included in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), before Tax	$ 547	$ 17,375	$ 18,880	$ 17,243
Foreign Exchange Contract
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), before Tax	(3,965)	6,051	975	8,503
Interest Rate Swap
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Other Comprehensive Income (Loss), before Tax	$ 4,512	$ 11,324	$ 17,905	$ 8,740

- Definition

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

+ References + Details

Inventories:

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Inventories [Text Block]

Inventories

Inventories are stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Inventory costs include material, labor and overhead related to the manufacturing of our products.

Inventories consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Raw materials	$	285,347	$	296,037
Work in process	82,882		58,906
Finished goods	314,641		354,417
Total inventories	$	682,870	$	709,360

Restructuring, Strategic Transaction and Integration (Notes)

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure

Restructuring, Strategic Transaction and Integration

Restructuring, strategic transaction and integration expenses were $17.1 million and $33.2 million for the three and six months ended June 30, 2024, respectively, as compared to $12.4 million and $23.4 million for the three and six months ended June 30, 2023, respectively.

Restructuring

During the three and six months ended June 30, 2024, restructuring charges were $7.7 million and $13.0 million, respectively, as compared to $1.3 million and $4.0 million respectively, for the three and six months ended June 30, 2023 and were primarily related to severance costs for the periods. The restructuring charges for the six months ended June 30, 2023 is net of $0.9 million related to facility closures costs and severance costs that were reversed during the first fiscal quarter of 2023.

The following table summarizes the activity in our restructuring-related accrual by major type of cost for the six months ended June 30, 2024 (in thousands):


	Severance Pay and Benefits		Retention and Facility Closure Costs		Total
Accrued balance, January 1, 2024	$	2,811	$	757	$	3,568

Charges incurred	5,065		295		5,360
Payments	(2,760)		(184)		(2,944)
Other(1)	(41)		—		(41)
Currency translation	(13)		(7)		(20)
Accrued balance, March 31, 2024	$	5,062	$	861	$	5,923
Charges incurred	7,712		—		7,712
Payments	(3,678)		—		(3,678)
Currency translation	(33)		—		(33)

Accrued balance, June 30, 2024	$	9,063	$	861	$	9,924

__________________________

(1) Relates to prior year accrued restructuring charges for estimated severances costs that will not be utilized and were reversed during the three months ended March 31, 2024.

Strategic Transaction and Integration Expenses

We incurred and expensed $9.4 million and $20.2 million in strategic transaction and integration expenses during the three and six months ended June 30, 2024, respectively, as compared to $11.1 million and $19.4 million in strategic transaction and integration expenses during the three and six months ended June 30, 2023, respectively, which are included in restructuring, strategic transaction and integration expenses in our condensed consolidated statements of operations. The strategic transaction and integration expenses during the three and six months ended June 30, 2024 and 2023 were primarily related to consulting expenses and employee costs incurred to integrate our Smiths Medical business acquired in 2022.

Related-party Transition Services Expenses

Smiths Group plc ("Smiths") became a related party to us when we issued 2.5 million shares of our common stock as partial consideration to Smiths for the acquisition of Smiths Medical 2020 Limited ("Smiths Medical"). Additionally, we entered into a transition services agreement ("TSA") with certain Smiths legal entities. The TSA included certain information technology, human resource and tax support services for an initial term of twelve months with the option to extend up to 24 months. During the three and six months ended June 30, 2023, we expensed $3.9 million and $7.9 million, respectively, for services provided by Smiths under the TSA. Since December 31, 2023, there were no services being provided under the TSA and we had no remaining related-party open payables as of December 31, 2023.

Goodwill and Intangible Assets Goodwill Table (Details) - USD ($)
$ in Thousands

6 Months Ended

Jun. 30, 2024

Dec. 31, 2023

^[1]

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

$ 1,450,935

$ 1,472,446

Goodwill, Foreign Currency Translation Gain (Loss)

$ (21,511)

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

- 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

Income Taxes Effective tax rate (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Acquisition, Contingent Consideration [Line Items]
Change in fair value of contingent earn-out	$ (339)	$ 4,016	$ (44)	$ 3,316
contingent consideration, tax expense		0		0
Share-based Payment Arrangement, Expense, Tax Benefit	700	900	3,000	200
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	10,400		20,500
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations	$ 3,900	$ 6,000	$ 4,000	$ 6,000
Effective Income Tax Rate	(10.00%)	57.00%	(8.00%)	46.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			21.00%	21.00%

Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Stockholders' Equity Note Disclosure

Stockholders' Equity

Shareholders Agreement

At the completion of the Smiths Medical acquisition in 2022, Smiths owned approximately 10.5% of the total outstanding shares of our common stock (see Note 3: Restructuring, Strategic Transaction and Integration). At closing, in connection with the issuance of the share consideration, we entered into a Shareholders Agreement (the “Shareholders Agreement”) with Smiths. The Shareholders Agreement permits Smiths to designate one individual for election to our Board of

Directors (the "Board") so long as Smiths beneficially owns at least 5.0% of the total outstanding shares of our common stock. On February 28, 2024, Smiths designated board member, Mr. William Seeger, notified us of his resignation from our Board in anticipation of his retirement from the Board of Directors of Smiths. See our Current Report on Form 8-K filed on February 29, 2024 for additional information. As of June 30, 2024, Smiths retained the right to designate a board member based on their ownership level as of that date. However, during July 2024, Smiths sold a portion of their outstanding shares of our common stock which left Smiths with an ownership percentage under the required 5.0% needed for the right to designate a board member.

Treasury Stock

In August 2019, our Board approved a share purchase plan to purchase up to $100.0 million of our common stock. This plan has no expiration date. During the three and six months ended June 30, 2024, we did not purchase any shares of our common stock under our share purchase plan. As of June 30, 2024, all of the $100.0 million available for purchase was remaining under the plan. We are currently limited on share purchases in accordance with the terms and conditions of our Credit Agreement (see Note 16: Long-Term Debt).

For the six months ended June 30, 2024, we withheld 112,876 shares of our common stock from employee vested restricted stock units in consideration for $11.7 million in payments made on the employees' behalf for their minimum statutory income tax withholding obligations. For the six months ended June 30, 2023, we withheld 54,371 shares of our common stock from employee vested restricted stock units in consideration for $8.7 million in payments made on the employees' behalf for their minimum statutory income tax withholding obligations. Treasury stock is used to issue shares for stock option exercises and restricted stock grants.

Accumulated Other Comprehensive (Loss) Income ("AOCI")

The components of AOCI, net of tax, were as follows (in thousands):


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Cash Flow Hedges		Other Adjustments		Total
Balance as of January 1, 2024	$	(76,784)	$	21,884	$	1,819	$	(53,081)
Other comprehensive (loss) income before reclassifications	(22,817)		13,908		—		(8,909)
Amounts reclassified from AOCI	—		(7,548)		—		(7,548)
Other comprehensive (loss) income	(22,817)		6,360		—		(16,457)
Balance as of March 31, 2024	$	(99,601)	$	28,244	$	1,819	$	(69,538)
Other comprehensive (loss) income before reclassifications	(15,865)		436		—		(15,429)
Amounts reclassified from AOCI	—		(6,818)		—		(6,818)
Other comprehensive loss	(15,865)		(6,382)		—		(22,247)
Balance as of June 30, 2024	$	(115,466)	$	21,862	$	1,819	$	(91,785)


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Cash Flow Hedges		Other Adjustments		Total
Balance as of January 1, 2023	$	(122,973)	$	40,779	$	1,216	$	(80,978)
Other comprehensive income (loss) before reclassifications	24,983		(113)		(31)		24,839
Amounts reclassified from AOCI	—		(5,464)		—		(5,464)
Other comprehensive income (loss)	24,983		(5,577)		(31)		19,375
Balance as of March 31, 2023	$	(97,990)	$	35,202	$	1,185	$	(61,603)
Other comprehensive income (loss) before reclassifications	7,569		13,175		(34)		20,710
Amounts reclassified from AOCI	—		(7,901)		—		(7,901)
Other comprehensive income (loss)	7,569		5,274		(34)		12,809
Balance as of June 30, 2023	$	(90,421)	$	40,476	$	1,151	$	(48,794)

- Definition

The entire disclosure for equity.

+ References

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+ Details

Transfers and Servicing

6 Months Ended

Jun. 30, 2024

Transfers and Servicing [Abstract]

Transfers and Servicing of Financial Assets

Accounts Receivable Purchase Program

On January 19, 2023, we entered into a revolving $150 million uncommitted receivables purchase agreement with Bank of The West, which was subsequently acquired by BMO in February 2023. This agreement provided for a less expensive form of capital. The discount rate applied to the sold receivables equals a rate per annum equal to the sum of (i) an applicable margin, plus (ii) Term SOFR for a period equal to the discount period which is calculated with respect to the payment terms of the specific receivable. The accounts receivable sold have payment terms ranging between 30 and 60 days, and are related to customer accounts with good credit history. The transfer of the purchased accounts receivable under the agreement is intended to be an absolute and irrevocable transfer constituting a true sale as the transferred receivables have been isolated beyond the reach of the Company and our creditors, even in bankruptcy or other receivership. We do not retain effective control over the sold receivables and BMO has the right upon purchase to pledge and/or exchange the transferred assets without restrictions. The Company acts as collection agent for BMO and collection services are undertaken by our accounts receivable personnel in their normal course of business and collected funds are remitted to BMO. We do not have any continuing involvement with the sold receivables other than the collection services which does not provide us with more than a trivial benefit. The discount rate has been negotiated net of consideration for the collection services, the cost of collection is immaterial to the Company; therefore, we did not separately record any related servicing assets or liabilities related to the sold receivables.

The following table presents information in connection with the purchase program (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Trade receivables sold(1)	$	172,755	$	150,665	$	348,447	$	290,271
Cash received in exchange for trade receivables sold(2)	171,682		149,758		346,282		288,586
Loss on sale of receivables(3)	1,073		907		2,165		1,684

_______________________________

(1) Represents carrying value of trade receivables sold to BMO.

(2) Cash proceeds received from BMO.

(3) Reflected in other expense, net in our condensed consolidated statement of operations.

As of June 30, 2024 and December 31, 2023, cash remaining to be collected on behalf of BMO was $53.1 million and $75.9 million, respectively, which has been removed from our condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively and is reflected as cash provided by operating activities in the condensed consolidated statement of cash flows in each respective period. The carrying value of the sold receivables approximated the fair value at June 30, 2024.

- Definition

The entire disclosure for a transferor's continuing involvement in financial assets that it has transferred in a securitization or asset-backed financing arrangement, the nature of any restrictions on assets reported by an entity in its statement of financial position that relate to a transferred financial asset (including the carrying amounts of such assets), how servicing assets and servicing liabilities are reported, and (for securitization or asset-backed financing arrangements accounted for as sales) when a transferor has continuing involvement with the transferred financial assets and transfers of financial assets accounted for as secured borrowings, how the transfer of financial assets affects an entity's financial position, financial performance, and cash flows.

+ References

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-URI https://asc.fasb.org//1943274/2147481326/860-20-50-3

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)(5)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481326/860-20-50-4

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147481326/860-20-50-4

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4D
-Subparagraph (c)(3)
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (c)(3)
-Publisher FASB
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481420/860-30-50-7

Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481229/860-50-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481229/860-50-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 860
-SubTopic 50
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481229/860-50-50-4

+ Details

Derivative Financial Instruments Foreign Exchange Forward Contracts(Details)	Jun. 30, 2024 USD ($)
Derivative [Line Items]
Derivative, Notional Amount	$ 100,900,000
other currencies
Derivative [Line Items]
Derivative, Notional Amount	9,500,000
Euro Member Countries, Euro
Derivative [Line Items]
Derivative, Notional Amount	20,600,000
Japan, Yen
Derivative [Line Items]
Derivative, Notional Amount	9,300,000
China, Yuan Renminbi
Derivative [Line Items]
Derivative, Notional Amount	4,900,000
Canada, Dollars
Derivative [Line Items]
Derivative, Notional Amount	12,700,000
Australia, Dollars
Derivative [Line Items]
Derivative, Notional Amount	10,000,000
United States of America, Dollars
Derivative [Line Items]
Derivative, Notional Amount	$ 33,900,000

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts Receivable, Allowance for Credit Loss	$ 11,772	$ 11,064
Convertible preferred stock, par value	$ 1.00
Convertible preferred stock, authorized shares	500,000
Convertible preferred stock, issued shares	0	0
Convertible preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.10
Common stock, shares authorized	80,000,000
Common stock, shares issued	24,430,000	24,144,000
Common stock, shares outstanding	24,425,000	24,141,000
Treasury Stock, Common, Shares	5,128	2,428

Long-Term Obligations (Tables)

3 Months Ended

Jun. 30, 2024

LOng-Term Obligations Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The carrying values of our long-term debt consist of the following (in thousands):


	Effective Interest Rate		As of June 30, 2024		Effective Interest Rate		As of December 31, 2023

Senior Secured Credit Facilities:
Term Loan A — principal	8.22	%	$	791,563	7.67	%	$	812,813
Term Loan B — principal	8.57	%	830,875		8.00	%	835,125
Revolving Credit Facility — principal	—	%			—	%	—
Less unamortized debt issuance costs(1)			(16,616)				(19,168)
Total carrying value of long-term debt			1,605,822				1,628,770
Less current portion of long-term debt			51,000				51,000
Long-term debt, net			$	1,554,822			$	1,577,770

_______________________________

(1) Comprised of $7.7 million and $8.9 million relating to the Term Loan A and the Term Loan B, respectively, as of June 30, 2024.

Schedule of Maturities of Long-term Debt

As of June 30, 2024, the aggregate amount of principal repayments of our long-term debt (including any current portion) for each of the next five years and thereafter is approximately (in thousands):


Remainder of 2024	$	25,500
2025	51,000
2026	72,250
2027	672,563
2028	8,500
2029	792,625
Thereafter	—
Total	$	1,622,438

Interest expense on long term debt

The following table presents the total interest expense related to our long-term debt (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Contractual interest	$	31,851	$	30,836	$	64,126	$	60,099
Amortization of debt issuance costs	1,704		1,703		3,411		3,404
Commitment fee — Revolving Credit Facility	379		383		758		751
Total long-term debt-related interest expense	$	33,934	$	32,922	68,295		64,254

Applicable Margin Based on Leverage Ratio


Leverage Ratio	Applicable Margin for Term SOFR Loans	Applicable Margin for Base Rate Loans	Commitment Fee Rate
Greater than 4.00 to 1.0	2.25%	1.25%	0.35%
Less than or equal to 4.00 to 1.0 but greater than 3.00 to 1.0	2.00%	1.00%	0.30%
Less than or equal to 3.00 to 1.0 but greater than 2.50 to 1.0	1.75%	0.75%	0.25%
Less than or equal to 2.50 to 1.0 but greater than 2.00 to 1.0	1.50%	0.50%	0.20%
Less than or equal to 2.00 to 1.0	1.25%	0.25%	0.15%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

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-Paragraph 69E
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Restructuring and Related Activities -Smiths Medical Related Party (Details) - SmithsMedical - USD ($) shares in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Business Acquisition [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares		2.5
Related Party Transaction, Purchases from Related Party	$ 3,900,000	$ 7,900,000

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Lease, Cost [Table Text Block]

The following table presents the components of our lease cost (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	5,638	$	6,043	$	11,452	$	12,193
Finance lease cost — interest	47		31		80		60
Finance lease cost — reduction of ROU asset	301		254		555		479
Short-term lease cost	—		13		—		26


Total lease cost	$	5,986	$	6,341	$	12,087	$	12,758

Cash Flow, Supplemental Disclosures [Text Block]

The following table presents the supplemental cash flow information related to our leases (in thousands):


	Six months ended June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	11,730	$	12,336
Operating cash flows from finance leases	$	80	$	60

Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	8,650	$	10,153
Finance leases	$	1,202	$	804

Operating and Finance Lease Right-of-Use Assets and Lease Liabilities [Table Text Block]

The following table presents the supplemental balance sheet information related to our operating leases (in thousands, except lease term and discount rate):


	As of
	June 30, 2024			December 31, 2023
Operating leases
Operating lease right-of-use assets	$	66,408		$	69,909

Accrued liabilities	$	17,915		$	20,161
Other long-term liabilities	52,179			52,972
Total operating lease liabilities	$	70,094		$	73,133

Weighted-Average Remaining Lease Term
Operating leases	5.6 years			5.6 years

Weighted-Average Discount Rate
Operating leases	4.64		%	4.31		%

The following table presents the supplemental balance sheet information related to our finance leases (in thousands, except lease term and discount rate):


	As of
	June 30, 2024			December 31, 2023
Finance leases
Finance lease right-of-use assets	$	3,273		$	2,707

Accrued liabilities	$	998		$	860
Other long-term liabilities	2,397			1,954
Total finance lease liabilities	$	3,395		$	2,814

Weighted-Average Remaining Lease Term
Finance leases	4.0 years			4.1 years

Weighted-Average Discount Rate
Finance leases	5.50		%	4.93		%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

As of June 30, 2024, the maturities of our operating and finance lease liabilities for each of the next five years and thereafter are approximately (in thousands):


	Operating Leases		Finance Leases
Remainder of 2024	$	11,439	$	530
2025	18,076		1,086
2026	15,747		965
2027	11,226		627
2028	6,571		305
2029	6,793		194
Thereafter	9,196		48
Total Lease Payments	79,048		3,755
Less imputed interest	(8,954)		(360)
Total	$	70,094	$	3,395

Prepaids and Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2024

Prepaid Expense and Other Assets [Abstract]

Prepaid Expenses and Other Current Assets [Table Text Block]

Prepaid expenses and other current assets consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Other prepaid expenses and receivables	$	26,565	$	17,833
Prepaid vendor expenses	1,220		1,309
Deferred costs	4,995		1,668
Prepaid insurance and property taxes	7,606		9,547
VAT/GST receivable	3,173		2,748
Deferred tax charge	6,622		5,822
Foreign exchange contracts	3,623		6,785
Interest rate contracts	21,006		23,065

Deposits	1,227		1,196
Other	4,788		3,667
	$	80,825	$	73,640

Schedule of Other Assets, Noncurrent[TableTextBlock]

Other assets consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Pump lease receivables	$	25,599	$	30,627
Spare parts	48,792		46,496
Equity method investment	3,091		3,120
Deferred debt issuance costs	2,578		3,439
Finance lease right-of-use assets	3,273		2,707
Interest rate contracts	9,584		4,876

Other	1,676		2,755
	$	94,593	$	94,020

Long-Term Obligations (Details) - USD ($) $ in Thousands	3 Months Ended
Long-Term Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
TotalSeniorSecuredCreditFacility	$ 2,200,000
Long-term Debt, Gross	1,622,438
Revolver Sub limits	50,000
Debt Issuance Costs, Gross	37,800
Leverage Ratio Calculation Ceiling Subtracted Amount	500,000
Term Loan A
Debt Instrument [Line Items]
Proceeds from Issuance of Debt	850,000
Long-term Debt, Gross	791,563	$ 812,813
Debt Issuance Costs, Gross	15,800
Long-term Debt	$ 834,200
Debt Instrument, Maturity Date	Jan. 06, 2027
Term Loan B
Debt Instrument [Line Items]
Proceeds from Issuance of Debt	$ 850,000
Long-term Debt, Gross	830,875	$ 835,125
Debt Issuance Costs, Gross	13,400
Long-term Debt	$ 836,600
Debt Instrument, Maturity Date	Jan. 06, 2029
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 500,000
Debt Issuance Costs, Gross	$ 8,600

Derivative Financial Instruments Derivative Instruments and Hedging Activities - FV of Derivative Instruments Included Within Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Derivatives, Fair Value [Line Items]
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid expenses and other current assets	Prepaid expenses and other current assets
Derivative Asset, Current	$ 24,629	$ 29,850
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration]	OTHER ASSETS	OTHER ASSETS
Derivative Asset, Noncurrent	$ 9,683	$ 5,549
Derivative Asset	$ 34,312	$ 35,399
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued liabilities	Accrued liabilities
Derivative Liability, Current	$ 1,473	$ 2,590
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Derivative Liability, Noncurrent	$ 314	$ 240
Derivative Liability	1,787	2,830
Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	3,623	6,785
Derivative Asset, Noncurrent	99	673
Derivative Asset	3,722	7,458
Derivative Liability, Current	1,473	2,590
Derivative Liability, Noncurrent	314	240
Derivative Liability	1,787	2,830
Interest Rate Swap
Derivatives, Fair Value [Line Items]
Derivative Asset, Current	21,006	23,065
Derivative Asset, Noncurrent	9,584	4,876
Derivative Asset	30,590	27,941
Derivative Liability, Current	0	0
Derivative Liability, Noncurrent	0	0
Derivative Liability	$ 0	$ 0

Basis of Presentation:	6 Months Ended
Basis of Presentation:	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation [Text Block]	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of ICU Medical, Inc., ("ICU" or the "Company"), a Delaware corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.") and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of only normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the consolidated results for the interim periods presented. Results for the interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of ICU for the year ended December 31, 2023. We develop, manufacture and sell innovative medical products used in infusion therapy, vascular access, and vital care applications. ICU's product portfolio includes ambulatory, syringe, and large volume IV pumps and safety software; dedicated and non-dedicated IV sets, needlefree IV connectors, peripheral IV catheters, and sterile IV solutions; closed system transfer devices and pharmacy compounding systems; as well as a range of respiratory, anesthesia, patient monitoring, and temperature management products. We sell the majority of our products globally through our direct sales force and through independent distributors throughout the U.S. and internationally. We also sell certain products on an original equipment manufacturer basis to other medical device manufacturers. All subsidiaries are wholly owned and are included in the condensed consolidated financial statements. All intercompany balances and transactions have been eliminated. Certain reclassifications have been made to the prior year cash flows from operating activities within the condensed consolidated statements of cash flows to conform to the presentation used in the current year. We reclassified bond premium amortization to other. The reclassification had no impact on cash flows from operating activities as previously reported.

Revenue Contract Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Movement in Deferred Revenue [Roll Forward]
Contract with Customer, Liability	$ (42,177)	$ (45,866)
Contract with Customer, Liability	(43,806)	(43,003)
Equipment revenue [Member]
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	16,951	16,793
Deferred Revenue, Additions	(20,593)	(16,625)
Software revenue [Member]
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	10,232	9,041
Deferred Revenue, Additions	(10,427)	(8,875)
Government Grant Revenue
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	1,029	647
Deferred Revenue, Additions	0	(944)
Other deferred revenue
Movement in Deferred Revenue [Roll Forward]
Increase (Decrease) in Deferred Revenue	1,602	3,514
Deferred Revenue, Additions	$ (423)	$ (688)

Property and Equipment:

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment [Text Block]

Property, Plant and Equipment

Property, plant and equipment consists of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Machinery and equipment	$	495,081	$	483,382
Land, building and building improvements	285,661		278,251
Molds	91,273		89,573
Computer equipment and software	125,020		122,038
Furniture and fixtures	30,601		30,662
Instruments placed with customers(1)	118,165		115,672
Construction in progress	112,126		117,219
Total property, plant and equipment, cost	1,257,927		1,236,797
Accumulated depreciation	(663,842)		(623,888)
Property, plant and equipment, net	$	594,085	$	612,909

______________________________

(1) Instruments placed with customers consist of drug-delivery and monitoring systems placed with customers under operating leases.

Depreciation expense was $22.3 million and $44.7 million for the three and six months ended June 30, 2024, respectively, and $24.4 million and $47.8 million for the three and six months ended June 30, 2023, respectively.

Goodwill and Intangible Assets (Notes)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill and Intangible Assets, Net

Goodwill

The following table presents the changes in the carrying amount of our goodwill (in thousands):


	Total
Balance as of January 1, 2024	$	1,472,446


Currency translation	(21,511)
Balance as of June 30, 2024	$	1,450,935

Intangible Assets, Net

Intangible assets, carried at cost less accumulated amortization and amortized on a straight-line basis, were as follows (in thousands):


	Weighted-Average Amortization Life in Years	June 30, 2024
		Cost		Accumulated Amortization		Net
Patents	10	$	34,840	$	21,747	$	13,093
Customer contracts	12	9,835		6,849		2,986
Non-contractual customer relationships	8	550,145		203,725		346,420
Trademarks	1	5,425		5,425		—
Trade name	15	18,248		7,762		10,486
Developed technology	10	587,153		197,000		390,153
Non-compete	3	9,100		8,550		550
Total amortized intangible assets		$	1,214,746	$	451,058	$	763,688

Internally developed software(1)		$	42,106			$	42,106

Total intangible assets		$	1,256,852	$	451,058	$	805,794

______________________________

(1) Internally developed software will be amortized when the projects are complete and the assets are ready for their intended use.


	Weighted-Average Amortization Life in Years	December 31, 2023
		Cost		Accumulated Amortization		Net
Patents	10	$	33,261	$	20,637	$	12,624
Customer contracts	12	10,018		6,755		3,263
Non-contractual customer relationships	8	554,982		171,279		383,703
Trademarks	1	5,425		5,425		—
Trade name	15	18,251		7,162		11,089
Developed technology	10	587,852		167,913		419,939
Non-compete	3	9,100		7,450		1,650
Total amortized intangible assets		$	1,218,889	$	386,621	$	832,268

Internally developed software(1)		$	38,320			$	38,320

Total intangible assets		$	1,257,209	$	386,621	$	870,588

______________________________

(1) Internally developed software will be amortized when the projects are complete and the assets are ready for their intended use.

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. Intangible asset amortization expense was $33.1 million and $66.2 million during the three and six months ended June 30, 2024, respectively, and $33.1 million and $65.4 million during the three and six months ended June 30, 2023, respectively.

As of June 30, 2024 estimated annual amortization for our intangible assets for each of the next five years and thereafter is approximately (in thousands):


Remainder of 2024	$	65,794
2025	124,722
2026	123,940
2027	113,862
2028	113,264
2029	110,181
Thereafter	111,925
Total	$	763,688

Equity Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Mar. 31, 2024

Jun. 30, 2023

Mar. 31, 2023

Jun. 30, 2024

Jun. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

$ (91,785)

$ (69,538)

$ (48,794)

$ (61,603)

$ (91,785)

$ (48,794)

$ (53,081)

^[1]

$ (80,978)

Other Comprehensive Income (Loss), before Reclassifications, Net of Tax

(15,429)

(8,909)

20,710

24,839

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

(6,818)

(7,548)

(7,901)

(5,464)

Other Comprehensive income (loss), net of Tax

(22,247)

(16,457)

12,809

19,375

(38,704)

32,184

Accumulated Foreign Currency Adjustment Attributable to Parent [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

(115,466)

(99,601)

(90,421)

(97,990)

(115,466)

(90,421)

(76,784)

(122,973)

Other Comprehensive Income (Loss), before Reclassifications, Net of Tax

(15,865)

(22,817)

7,569

24,983

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

Other Comprehensive income (loss), net of Tax

(15,865)

(22,817)

7,569

24,983

Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

21,862

28,244

40,476

35,202

21,862

40,476

21,884

40,779

Other Comprehensive Income (Loss), before Reclassifications, Net of Tax

436

13,908

13,175

(113)

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

(6,818)

(7,548)

(7,901)

(5,464)

Other Comprehensive income (loss), net of Tax

(6,382)

6,360

5,274

(5,577)

Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Accumulated other comprehensive loss

1,819

1,151

1,185

$ 1,819

$ 1,151

$ 1,819

$ 1,216

Other Comprehensive Income (Loss), before Reclassifications, Net of Tax

(34)

(31)

Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax

Other Comprehensive income (loss), net of Tax

$ 0

$ (34)

$ (31)

Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent

$ 0

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

- 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 tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ 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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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measures and Disclosures Liability Measurement Inputs (Details) - SmithsMedical	Jun. 30, 2024	Dec. 31, 2023
Measurement Input, Price Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.4500	0.4700
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Business Combination, Contingent Consideration, Liability, Measurement Input	0.0483	0.0418

Fair Value Measures and Disclosures (Notes)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Disclosures

Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value:

•Level 1: quoted prices in active markets for identical assets or liabilities;

•Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or

•Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

Contingent Earn-out Liabilities

In 2022, we acquired Smiths Medical with a combination of cash consideration and share consideration issued at closing. Total consideration for the acquisition included a potential earn-out payment of $100.0 million in cash contingent on our common stock achieving a certain volume-weighted average price (the "Price Targets") from the closing date to either the third or fourth anniversary of closing and provided Smiths beneficially owns at least 50.0% of the shares of common stock issued at closing at the time the Price Target is achieved. The initial estimated fair value of the earn-out was determined to be $53.5 million. The initial fair value of the earn-out was determined using a Monte Carlo simulation model. The model utilized several assumptions including volatility and the risk-free interest rate. The assumed volatility is based on the average of the historical volatility of our common stock price and the implied volatility of certain at-the-money traded options. The risk-free interest rate is equal to the yield on U.S. Treasury securities at constant maturity for the period commensurate with the term of the earn-out. At each reporting date subsequent to the acquisition, we remeasure the earn-out liability and recognize any changes in its fair value in our consolidated statements of operations. If the probability of achieving the Price Targets during their respective measurement periods is significantly greater than initially anticipated, the realization of an additional liability and related expense will have a significant impact on our consolidated financial statements in the period recognized. As of December 31, 2023, the estimated fair value of the contingent earn-out was $4.0 million. As of June 30, 2024, the estimated fair value of the contingent earn-out was $3.9 million. During July 2024, Smiths sold 1.2 million common shares of ICU Medical,

Inc. It was issued as partial consideration for the 2022 acquisition of Smiths Medical. The sale of shares when combined with other sales in prior periods renders Smiths unable to achieve the contingent consideration based on certain price targets during the third and fourth anniversary of closing as Smiths no longer meets the required minimum beneficial ownership percentage. Accordingly, the third quarter 2024 valuation of the contingent earn-out will reduce the contingent earn-out's fair market value to zero.

In November 2021, we acquired a small foreign infusion systems supplier. Total consideration for the acquisition included a potential earn-out payment of up to $2.5 million, consisting of (i) a cash payment of $1.0 million contingent on the achievement of certain revenue targets for the annual period ended December 31, 2022 and, separately, (ii) a cash payment of $1.5 million contingent upon obtaining certain product-related regulatory certifications. As of December 31, 2022, the measurement period related to the contingent earn-out based on certain revenue targets ended and based on the actual revenue achieved during the measurement period the fair value of the contingent earn-out was determined to be zero as the minimum threshold for earning the earn-out was not met. As of June 30, 2024, the estimated fair value of the contingent consideration related to certain product-related regulatory certifications was estimated to be $1.5 million.

In August 2021, we entered into an agreement with one of our international distributors whereby that distributor would not compete with us in a specific territory for a three-year period that ends September 2024. The terms of the agreement included a contingent earn-out payment. The contingent earn-out payment could not exceed $6.0 million and was to be earned based on certain revenue targets over a twelve-month measurement period determined by the highest four consecutive quarters commencing over a two-year period starting on the closing date of the agreement and provided that the distributor is in compliance with its obligations under the agreement. As of December 31, 2023, the fair value of the contingent earn-out was determined to be $3.4 million and was paid out during the three months ended March 31, 2024.

Our contingent earn-out liabilities are separately stated on our condensed consolidated balance sheets.

The following tables provide a reconciliation of the Level 3 earn-out liabilities measured at estimated fair value (in thousands):


	Earn-out Liability
Accrued balance, January 1, 2024	$	5,491

Change in fair value of earn-out (included in income from operations as a separate line item)(1)	295


Accrued balance, March 31, 2024	5,786
Change in fair value of earn-out (included in income from operations as a separate line item)(1)	(339)


Accrued balance, June 30, 2024	$	5,447


	Earn-out Liability
Accrued balance, January 1, 2023	$	25,572
Change in fair value of earn-out (included in income from operations as a separate line item)(1)	(700)

Currency translation	33
Accrued balance, March 31, 2023	24,905
Change in fair value of earn-out (included in income from operations as a separate line item)(1)	4,016
Other	11
Currency translation	1
Accrued balance, June 30, 2023	$	28,933

_______________________________

(1) Relates to the change in fair value of our Smiths Medical earn-out.

The following tables provide quantitative information about Level 3 inputs for fair value measurement of our earn-out liabilities related to Smiths Medical:

Smiths Medical Earn-out Liability


Simulation Input	As of June 30, 2024		As of December 31, 2023
Volatility	45.00	%	47.00	%
Risk-Free Rate	4.83	%	4.18	%

Investments, Foreign Exchange Contracts and Interest Rate Contracts

As of June 30, 2024, we do not have any investment securities. Our investments historically consisted of corporate, government bonds and U.S. treasury securities. The fair value of our corporate and government bonds were estimated using observable market-based inputs such as quoted prices, interest rates and yield curves or Level 2 inputs. The fair value of our U.S. treasury securities were based on quoted market prices in active markets and are included in the Level 1 fair value hierarchy.

The fair value of our Level 2 foreign exchange contracts is estimated using observable market inputs such as known notional value amounts, spot and forward exchange rates. These inputs relate to liquid, heavily traded currencies with active markets which are available for the full term of the derivative.

The fair value of our Level 2 interest rate swaps is estimated using a pricing model that reflects the terms of the contracts, including the period to maturity, and relies on observable market inputs such as known notional value amounts and USD interest rate curves.

Our assets and liabilities measured at fair value on a recurring basis consisted of the following Level 1, 2 and 3 inputs as defined above (in thousands):


	Fair value measurements as of June 30, 2024
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:






Foreign exchange contracts:
Prepaid expenses and other current assets	$	3,623	$	—	$	3,623	$	—
Other assets	99		—		99		—


Interest rate contracts:
Prepaid expenses and other current assets	21,006		—		21,006		—
Other assets	9,584		—		9,584		—
Total Assets	$	34,312	$	—	$	34,312	$	—

Liabilities:
Contingent earn-out liability - ST	$	1,500	$	—	$	—	$	1,500
Contingent earn-out liability - LT	3,947		—		—		$	3,947
Foreign exchange contracts:
Accrued liabilities	1,473		—		1,473		—
Other long-term liabilities	314		—		314		—


Total Liabilities	$	7,234	$	—	$	1,787	$	5,447


	Fair value measurements as of December 31, 2023
	Total carrying value		Quoted prices in active markets for identical assets (level 1)		Significant other observable inputs (level 2)		Significant unobservable inputs (level 3)
Assets:
Available-for-sale debt securities:
Short-term corporate bonds	$	501	$	—	$	501	$	—




Foreign exchange forwards:
Prepaid expenses and other current assets	6,785		—		6,785		—
Other assets	673		—		673		—
Interest rate contracts:
Prepaid expenses and other current assets	23,065		—		23,065		—
Other assets	4,876		—		4,876		—

Total Assets	$	35,900	$	—	$	35,900	$	—

Liabilities:
Contingent earn-out liability - ST	$	4,879	$	—	$	3,379	$	1,500
Contingent earn-out liability - LT	3,991		—		—		3,991



Foreign exchange contracts:
Accrued liabilities	2,590		—		2,590		—
Other long-term liabilities	240		—		240		—
Total Liabilities	$	11,700	$	—	$	6,209	$	5,491

- 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

Fair Value Measures and Disclosures (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2022 USD ($)	Jan. 06, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY	$ 5,447	$ 5,447	$ 25,572
Contingent Consideration, Gross ST	1,000
Contingent Consideration, Gross LT	1,500
Business Combination, Contingent Consideration, Liability	$ 3,900	$ 3,900
Ownership requirement for Earnout Payment	0.500	0.500
SmithsMedical
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross	$ 100,000
Business Combination, Contingent Consideration, Liability	3,900	$ 3,900		$ 53,500
Foreign Infusion System Supplier
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross	2,500
Business Combination, Contingent Consideration, Liability	1,500	1,500
International Distributor
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross		6,000
International Distributor \| Liability
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
contingent consideration gross		6,000
CONTINGENT EARN-OUT LIABILITY	$ 3,400	$ 3,400

Investment Securities (Details) $ in Millions	6 Months Ended
Investment Securities (Details) $ in Millions	Jun. 30, 2024 USD ($)
Investments, Debt and Equity Securities [Abstract]
Gain (Loss) on Sale of Investments	$ 0

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net Loss	$ (21,406)	$ (9,934)	$ (60,877)	$ (19,746)
Other comprehensive income (loss), net of tax
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax	(6,382)	5,274	(22)	(303)
Foreign currency translation adjustment, net of taxes of $0 for all periods	(15,865)	7,569	(38,682)	32,552
Other Comprehensive Income (Loss), Other Adjustments, after Tax	0	(34)	0	(65)
Other comprehensive income (loss), net of taxes	(22,247)	12,809	(38,704)	32,184
Comprehensive Income	$ (43,653)	$ 2,875	$ (99,581)	$ 12,438

- Definition

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

+ References

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

Derivative Financial Instruments Derivative Instruments and Hedging Activities - Amounts Affecting Consolidated Statements of Income (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Net Hedge Ineffectiveness Gain (Loss)	$ 0	$ 0	$ 0	$ 229
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months	2,100		2,100
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net	21,900		21,900
Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	8,983	10,414	$ 18,927	17,603
Foreign Exchange Contract \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]			TOTAL REVENUES
Gain on Discontinuation of Cash Flow Hedge Due to Forecasted Transaction Probable of Not Occurring	0	0	$ 0	13
Foreign Exchange Contract \| Trading Revenue \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(633)	(473)	$ 1,333	(1,448)
Foreign Exchange Contract \| Cost of Sales [Member] \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]			Cost of goods sold
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(1,059)	(2,316)	$ 2,339	3,816
Interest Rate Swap \| Cash Flow Hedging [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration]			Interest Expense
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	$ (7,291)	$ 7,625	$ 15,255	$ 14,993

Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Lease Cost (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases [Abstract]
Operating Lease, Cost	$ 5,638	$ 6,043	$ 11,452	$ 12,193
Finance Lease, Interest Expense	47	31	80	60
Finance Lease, Right-of-Use Asset, Amortization	301	254	555	479
Short-term Lease, Cost	0	13	0	26
Lease, Cost	$ 5,986	$ 6,341	$ 12,087	$ 12,758

Leases Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year	$ 11,439
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months	18,076
Lessee, Operating Lease, Liability, Payments, Due Year Two	15,747
Lessee, Operating Lease, Liability, Payments, Due Year Three	11,226
Lessee, Operating Lease, Liability, Payments, Due Year Four	6,571
Lessee, Operating Lease, Liability, Payments, Due Year Five	6,793
Lessee, Operating Lease, Liability, Payments, Due after Year Five	9,196
Lessee, Operating Lease, Liability, Payments, Due	79,048
Lessee, Operating Lease, Liability, Undiscounted Excess Amount	(8,954)
Operating Lease, Liability	70,094	$ 73,133
Finance Lease, Liability, Payments, Remainder of Fiscal Year	530
Finance Lease, Liability, Payments, Due Next Twelve Months	1,086
Finance Lease, Liability, Payments, Due Year Two	965
Finance Lease, Liability, Payments, Due Year Three	627
Finance Lease, Liability, Payments, Due Year Four	305
Finance Lease, Liability, Payments, Due Year Five	194
Finance Lease, Liability, Payments, Due after Year Five	48
Finance Lease, Liability, Payment, Due	3,755
Finance Lease, Liability, Undiscounted Excess Amount	(360)
Finance Lease, Liability	$ 3,395	$ 2,814

Transfers and Servicing (Tables)

3 Months Ended

Jun. 30, 2024

Transfers and Servicing [Abstract]

Transfer of Financial Assets Accounted for as Sales

The following table presents information in connection with the purchase program (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Trade receivables sold(1)	$	172,755	$	150,665	$	348,447	$	290,271
Cash received in exchange for trade receivables sold(2)	171,682		149,758		346,282		288,586
Loss on sale of receivables(3)	1,073		907		2,165		1,684

Leases Assets and Liabilities, Lessee (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Leases [Abstract]

Operating Lease Right-of-Use Asset

$ 66,408

$ 69,909

^[1]

Operating Lease, Liability, Current

17,915

20,161

Operating Lease, Liability, Noncurrent

52,179

52,972

Operating Lease, Liability

$ 70,094

$ 73,133

Operating Lease, Weighted Average Remaining Lease Term

5 years 7 months 6 days

Operating Lease, Weighted Average Discount Rate, Percent

4.64%

4.31%

Finance Lease, Right-of-Use Asset

$ 3,273

$ 2,707

Finance Lease, Liability, Current

998

860

Finance Lease, Liability, Noncurrent

2,397

1,954

Finance Lease, Liability

$ 3,395

$ 2,814

Finance Lease, Weighted Average Remaining Lease Term

4 years

4 years 1 month 6 days

Finance Lease, Weighted Average Discount Rate, Percent

5.50%

4.93%

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

Investment Securities Table (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Jun. 30, 2024

Debt Securities, Available-for-sale [Line Items]

Short-term investment securities

$ 501

^[1]

$ 0

Corporate Bond Securities

Debt Securities, Available-for-sale [Line Items]

Debt Securities, Available-for-sale, Amortized Cost, Current

501

Debt Securities, Available-for-sale, Unrealized Loss

Short-term investment securities

$ 501

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

- 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 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Transfers and Servicing (Details) - USD ($)	3 Months Ended		6 Months Ended
Transfers and Servicing (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Transfers and Servicing [Abstract]
Financing Receivable, Revolving	$ 150,000,000		$ 150,000,000
Trade receivables sold	172,755,000	$ 150,665,000	348,447,000	$ 290,271,000
Cash received in exchange for trade receivables sold	171,682,000	149,758,000	346,282,000	288,586,000
Loss on Sale of Accounts Receivable	1,073,000	$ 907,000	2,165,000	$ 1,684,000
Trade receivables derecognized, remaining to be collected	$ 53,100,000		$ 53,100,000		$ 75,900,000

Accrued Liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Accrued Liabilities [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued liabilities consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Salaries and benefits	$	69,914	$	52,250
Incentive compensation	42,037		37,992

Operating lease liability-ST	17,915		20,161



Accrued sales taxes	5,545		6,748
Restructuring accrual	9,924		3,568

Deferred revenue	33,791		31,640
Accrued other taxes	5,390		3,024
Accrued professional fees	3,418		2,803
Italy medical device payback provision	23,613		23,176
Legal accrual	1,704		1,874

Distribution fees	16,522		13,049
Warranties and returns	3,600		3,682
Field service corrective action(1)	32,411		30,281
Accrued freight	15,764		17,215
Foreign exchange contracts	1,473		2,590




Accrued audit fees	4,626		5,492
Defined benefit plan	2,735		2,575

Accrued interest	1,409		1,431
Other	7,960		8,664
	$	299,751	$	268,215

___________________________

Other long-term liabilities consist of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023

Operating lease liability-LT	$	52,179	$	52,972
Benefits	3,932		4,207
Accrued rent	732		841




Finance lease liability-LT	2,397		1,954
Deferred revenue	10,015		10,585
Field service corrective action(1)	18,118		26,056
Other	3,983		3,882
	$	91,356	$	100,497

Net Income Per Share:

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Net Income Per Share [Text Block]

Net Loss Per Share

Basic earnings per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period plus dilutive securities. Dilutive securities include outstanding common stock options and unvested restricted stock units, less the number of shares that could have been purchased with the proceeds from the exercise of the options, using the treasury stock method. Options and restricted stock units that are anti-dilutive are not included in the treasury stock method calculation. A net loss for the three and six months ended June 30, 2024 and 2023, causes all of the potentially dilutive common shares to be antidilutive, and accordingly, they were not included in the computation of diluted earnings per share and basic and diluted net loss per share are equal for each of these periods.

The following table presents the calculation of net earnings per common share (“EPS”) — basic and diluted (in thousands, except per share data):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net loss	$	(21,406)	$	(9,934)	$	(60,877)	$	(19,746)

Weighted-average number of common shares outstanding (basic)	24,393		24,075		24,295		24,045
Dilutive securities(1)	—		—		—		—
Weighted-average common and common equivalent shares outstanding (diluted)	24,393		24,075		24,295		24,045
EPS — basic	$	(0.88)	$	(0.41)	$	(2.51)	$	(0.82)
EPS — diluted	$	(0.88)	$	(0.41)	$	(2.51)	$	(0.82)

Total anti-dilutive stock options and restricted stock awards	216		162		202		72

_______________________________

(1) Due to the net loss for the three and six months ended June 30, 2024 and 2023, there are no potentially dilutive common shares included in the computation of diluted earnings per share.

Fair Value Measures and Disclosures Liabilities Recurring Basis Unobservable Input Reconciliation Roll Forward (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY	$ 5,447					$ 25,572
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)		$ 295		$ (700)
Fair value measurement with unobservable inputs reconciliation other			$ (11)
Currency translation on earn-out			1	33
SmithsMedical
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)			4,016
Smiths Medical & Foreign Infusion Systems Supplier
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
CONTINGENT EARN-OUT LIABILITY		$ 5,786	$ 28,933	$ 24,905	$ 5,491
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)	$ (339)

Goodwill and Intangible Assets 5-Year Amortization (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year	$ 65,794
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	124,722
Finite-Lived Intangible Assets, Amortization Expense, Year Two	123,940
Finite-Lived Intangible Assets, Amortization Expense, Year Three	113,862
Finite-Lived Intangible Assets, Amortization Expense, Year Four	113,264
Finite-Lived Intangible Assets, Amortization Expense, Year Five	110,181
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	111,925
Finite-Lived Intangible Assets, Net	$ 763,688	$ 832,268

Goodwill and Intangible Assets Text (Details) - USD ($)	3 Months Ended		6 Months Ended
Goodwill and Intangible Assets Text (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 33,100,000	$ 33,100,000	$ 66,200,000	$ 65,400,000
Depreciation	$ 22,300,000	$ 24,400,000	$ 44,700,000	$ 47,800,000

Inventories (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Inventory Disclosure [Abstract]

Inventory, Raw Materials, Net of Reserves

$ 285,347

$ 296,037

Inventory, Work in Process, Net of Reserves

82,882

58,906

Inventory, Finished Goods, Net of Reserves

314,641

354,417

Total

$ 682,870

$ 709,360

^[1]

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

Net Income Per Share (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net Loss	$ (21,406)	$ (9,934)	$ (60,877)	$ (19,746)
Basic (in shares)	24,393	24,075	24,295	24,045
Dilutive securities	0	0	0	0
Diluted (in shares)	24,393	24,075	24,295	24,045
Basic (in dollars per share)	$ (0.88)	$ (0.41)	$ (2.51)	$ (0.82)
Diluted (in dollars per share)	$ (0.88)	$ (0.41)	$ (2.51)	$ (0.82)
Total anti-dilutive stock options and restricted stock awards	216	162	202	72

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
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+ Details

- 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
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+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

Long-Term Obligations Table (Details) - USD ($)	3 Months Ended	12 Months Ended
Long-Term Obligations Table (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 1,622,438,000
Line of Credit Facility, Fair Value of Amount Outstanding		$ 0
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	(16,616,000)	(19,168,000)
Debt, Long-term and Short-term, Combined Amount	1,605,822,000	1,628,770,000
Debt, Current	51,000,000	51,000,000
Long-term Debt	1,554,822,000	$ 1,577,770,000
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 500,000,000
Debt Instrument, Interest Rate During Period	0.00%	0.00%
Term Loan A
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 791,563,000	$ 812,813,000
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	$ 7,700,000
Debt Instrument, Interest Rate During Period	8.22%	7.67%
Term Loan B
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 830,875,000	$ 835,125,000
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net	$ 8,900,000
Debt Instrument, Interest Rate During Period	8.57%	8.00%

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

CURRENT ASSETS:

Cash and Cash Equivalents

$ 302,648

$ 254,222

^[1]

Short-term investment securities

501

^[1]

TOTAL CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENT SECURITIES

302,648

254,723

^[1]

Accounts receivable, net of allowance for doubtful accounts

151,765

161,566

^[1]

Inventories

682,870

709,360

^[1]

Prepaid income taxes

17,883

21,983

^[1]

Prepaid expenses and other current assets

80,825

73,640

^[1]

TOTAL CURRENT ASSETS

1,235,991

1,221,272

^[1]

PROPERTY, PLANT AND EQUIPMENT, net

594,085

612,909

^[1]

Operating Lease Right-of-Use Asset

66,408

69,909

^[1]

GOODWILL

1,450,935

1,472,446

^[1]

INTANGIBLE ASSETS, net

805,794

870,588

^[1]

Deferred Income Taxes

38,861

37,295

OTHER ASSETS

94,593

94,020

^[1]

TOTAL ASSETS

4,286,667

4,378,439

^[1]

CURRENT LIABILITIES:

Accounts payable

155,515

150,030

^[1]

Accrued liabilities

299,751

268,215

^[1]

Current portion of long-term debt

51,000

Income tax payable

4,141

7,714

^[1]

Contingent earn-out liability

1,500

4,879

TOTAL CURRENT LIABILITIES

511,907

481,838

^[1]

Contingent Earn-Out Liability

3,947

3,991

^[1]

Long-term Debt

1,554,822

1,577,770

Other long-term liabilities

91,356

100,497

DEFERRED INCOME TAXES

53,794

55,873

^[1]

INCOME TAX LIABILITY

33,029

35,060

^[1]

COMMITMENTS AND CONTINGENCIES

^[1]

STOCKHOLDERS' EQUITY:

Convertible preferred stock, $1.00 par value Authorized-500 shares; Issued and outstanding - none

^[1]

Common stock, $0.10 par value - Authorized-80,000 shares

2,443

2,414

^[1]

Additional paid-in capital

1,380,703

1,366,493

^[1]

Treasury Stock, at cost

(518)

(262)

^[1]

Retained earnings

746,969

807,846

^[1]

Accumulated other comprehensive loss

(91,785)

(53,081)

^[1]

TOTAL STOCKHOLDERS' EQUITY

2,037,812

2,123,410

^[1]

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 4,286,667

$ 4,378,439

^[1]

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

Derivative Financial Instruments (Notes)

3 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Derivatives and Hedging Activities

Hedge Accounting and Hedging Program

The purposes of our cash flow hedging programs are to manage the foreign currency exchange rate risk on forecasted revenues and expenses denominated in currencies other than the functional currency of the operating unit, and to manage

floating interest rate risk associated with future interest payments on the variable-rate term loans issued in 2022. We do not issue derivatives for trading or speculative purposes.

To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The derivative instruments we utilize, including various foreign exchange contracts and interest rate swaps, are designated and qualify as cash flow hedges. Our derivative instruments are recorded at fair value on the condensed consolidated balance sheets and are classified based on the instrument's maturity date. We record gains or losses from changes in the fair values of the derivative instruments as a component of other comprehensive (loss) income and we reclassify those gains or losses into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. If the underlying forecasted transaction does not occur, or it becomes probable that it will not occur, we reclassify the gain or loss on the related derivative instrument from accumulated other comprehensive loss into earnings immediately.

Foreign Currency Exchange Rate Risk

Foreign Exchange Forward Contracts

We enter into foreign exchange forward contracts to hedge a portion of our forecasted foreign currency-denominated revenues and expenses to minimize the effect of foreign exchange rate movements on the related cash flows. These contracts are agreements to buy or sell a quantity of a currency at a predetermined future date and at a predetermined exchange rate. Our foreign exchange forward contracts hedge exposures principally denominated in Mexican Pesos ("MXN"), Euros, Czech Koruna ("CZK"), Japanese Yen ("JPY"), Swedish Krona ("SEK"), Danish Krone ("DKK"), Chinese Renminbi ("CNH"), Canadian Dollar ("CAD"), U.S. Dollar ("USD") and Australian Dollar ("AUD") and have varying maturities with an average term of approximately thirteen months. The total notional amount of these outstanding derivative contracts as of June 30, 2024 was $100.9 million, which included the notional equivalent of $20.6 million in Euros, $9.3 million in JPY, $4.9 million in CNH, $12.7 million in CAD, $10.0 million in AUD, $33.9 million in USD and $9.5 million in other foreign currencies, with terms currently through November 2025.

Floating Interest Rate Risk

In 2022, we entered into interest rate swaps to reduce the interest rate volatility on our variable-rate term loan A and variable-rate term loan B (see Note 16: Long-Term Debt). We exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional amount. Effective March 30, 2022, the term loan A swap, as amended, has an initial notional amount of $300.0 million, reducing to $150.0 million evenly on a quarterly basis excluding its final maturity on March 30, 2027. We pay a fixed rate of 1.32% and will receive the greater of 3-months USD Secured Overnight Financing Rate ("SOFR") or (0.15)%. The total notional amount of this outstanding derivative as of June 30, 2024 was approximately $228.9 million. Effective March 30, 2022, the term loan B swap, as amended, has an initial notional amount of $750.0 million, reducing to $46.9 million evenly on a quarterly basis through its final maturity on March 30, 2026. We pay a fixed rate of 1.17% and will receive the greater of 3-months USD SOFR or 0.35%. The total notional amount of this outstanding derivative as of June 30, 2024 was approximately $328.1 million.

In June 2023, we entered into an additional interest rate swap that hedges both term loan A and term loan B interest payments. The total notional amount of the swap is $300.0 million. The hedge matures on June 30, 2028. We pay a fixed rate of 3.88% and will receive 3-months USD SOFR.

These swaps effectively convert the relevant portion of the floating-rate term loans to fixed rates.

The following table presents the fair values of our derivative instruments included within the Condensed Consolidated Balance Sheets (in thousands):


	Derivatives Designated as Cash Flow Hedging Instruments
Condensed Consolidated Balance Sheet Location	Foreign Exchange Contracts		Interest Rate Swaps		Gross Derivatives

As of June 30, 2024
Prepaid expenses and other current assets	$	3,623	$	21,006	$	24,629
Other assets	99		9,584		9,683
Total assets	$	3,722	$	30,590	$	34,312

Accrued liabilities	$	1,473	$	—	$	1,473
Other long-term liabilities	314		—		314
Total liabilities	$	1,787	$	—	$	1,787

As of December 31, 2023
Prepaid expenses and other current assets	$	6,785	$	23,065	$	29,850
Other assets	673		4,876		5,549
Total assets	$	7,458	$	27,941	$	35,399

Accrued liabilities	$	2,590	$	—	$	2,590
Other long-term liabilities	240		—		240
Total liabilities	$	2,830	$	—	$	2,830

We recognized the following (loss) gains on our derivative instruments designated as cash flow hedges in other comprehensive income before reclassifications to net loss (in thousands):


	Gain (Losses) Recognized in Other Comprehensive Income
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts	$	(3,965)	$	6,051	$	975	$	8,503
Interest rate swaps	4,512		11,324		17,905		8,740
Total derivatives designated as cash flow hedging instruments	$	547	$	17,375	$	18,880	$	17,243

The following table presents the effects of our derivative instruments designated as cash flow hedges on the Condensed Consolidated Statements of Operations (in thousands):


	Gains (Losses) Reclassified From Accumulated Other Comprehensive (Loss) Income into Net Loss
			Three months ended June 30,				Six months ended June 30,
	Location of Gains (Losses) Recognized in Net Loss		2024		2023		2024		2023
Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts	Total revenues		$	633	$	473	$	1,333	$	(1,448)
Foreign exchange forward contracts	Cost of goods sold		1,059		2,316		2,339		3,816
Foreign exchange forward contracts	Other expense, net	(1)	—		—		—		229
Foreign exchange forward contracts	Interest expense	(2)	—		—		—		13
Interest rate swaps	Interest expense		7,291		7,625		15,255		14,993
Total derivatives designated as cash flow hedging instruments			$	8,983	$	10,414	$	18,927	$	17,603

_______________________________

(1) Represents location of gain reclassified from accumulated other comprehensive loss into other expense, net as a result of ineffectiveness.

(2) Represents location of gain reclassified from accumulated other comprehensive loss into interest expense as a result of forecasted transactions no longer probable of occurring.

Revenue Deferred Revenue by Arrangement (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Short Term
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ (33,791)
Short Term \| Equipment revenue [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	(21,226)
Short Term \| Software revenue [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	(9,783)
Short Term \| Government Grant Revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	(2,065)
Short Term \| Other deferred revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	(717)
Long Term
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	(10,015)
Long Term \| Equipment revenue [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	(937)
Long Term \| Software revenue [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	(489)
Long Term \| Government Grant Revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	(8,384)
Long Term \| Other deferred revenue
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ (205)

Long-Term Obligations Principal Payment (Details)	6 Months Ended
Long-Term Obligations Principal Payment (Details)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Debt Disclosure [Abstract]
Term A principal payment % First 2 Years	0.0250
Term A Principal Payment % Year 3 and 4	0.0500
Term A Principal Payment % in Year 5	0.0750
Term Loan B Principal Payment %	0.0025
Debt Instrument, Periodic Payment, Principal	$ 25,500,000	$ 14,800,000

Leases Text (Details)	6 Months Ended
Leases Text (Details)	Jun. 30, 2024
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Option to Extend	5 years
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	1 year
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract	15 years

Derivative Financial Instruments Interest Rate Swaps (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2022
Derivative [Line Items]
Derivative, Notional Amount	$ 100,900,000
Interest Rate Swap \| Term Loan A
Derivative [Line Items]
Derivative, Notional Amount	$ 228,900,000	$ 300,000,000
Interest Rate Swap Ending Notional Value		150,000,000
Derivative, Fixed Interest Rate	1.32%
derivative variable rate floor	(0.0015)
Interest Rate Swap \| Term Loan B
Derivative [Line Items]
Derivative, Notional Amount	$ 328,100,000	750,000,000
Interest Rate Swap Ending Notional Value		$ 46,900,000
Derivative, Fixed Interest Rate	1.17%
derivative variable rate floor	0.0035
Interest Rate Swap \| Swap 3 - Term Loan A & B
Derivative [Line Items]
Derivative, Notional Amount	$ 300,000,000
Interest Rate Swap \| Swap 3
Derivative [Line Items]
Derivative, Fixed Interest Rate	3.88%

Goodwill and Intangible Assets Intangibles Table (Details) - USD ($)
$ in Thousands

Jun. 30, 2024

Dec. 31, 2023

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Assets, Gross

$ 1,214,746

$ 1,218,889

Finite-Lived Intangible Assets, Accumulated Amortization

451,058

386,621

Finite-Lived Intangible Assets, Net

763,688

832,268

Indefinite-lived Intangible Assets (Excluding Goodwill)

42,106

38,320

Intangible Assets, Gross (Excluding Goodwill)

1,256,852

1,257,209

INTANGIBLE ASSETS, net

$ 805,794

$ 870,588

^[1]

Patents [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

10 years

Finite-Lived Intangible Assets, Gross

$ 34,840

$ 33,261

Finite-Lived Intangible Assets, Accumulated Amortization

21,747

20,637

Finite-Lived Intangible Assets, Net

$ 13,093

$ 12,624

Customer Contracts [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

12 years

Finite-Lived Intangible Assets, Gross

$ 9,835

$ 10,018

Finite-Lived Intangible Assets, Accumulated Amortization

6,849

6,755

Finite-Lived Intangible Assets, Net

$ 2,986

$ 3,263

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

8 years

Finite-Lived Intangible Assets, Gross

$ 550,145

$ 554,982

Finite-Lived Intangible Assets, Accumulated Amortization

203,725

171,279

Finite-Lived Intangible Assets, Net

$ 346,420

$ 383,703

Trademarks [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

1 year

Finite-Lived Intangible Assets, Gross

$ 5,425

Finite-Lived Intangible Assets, Accumulated Amortization

5,425

Finite-Lived Intangible Assets, Net

$ 0

Trade Names [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

15 years

Finite-Lived Intangible Assets, Gross

$ 18,248

$ 18,251

Finite-Lived Intangible Assets, Accumulated Amortization

7,762

7,162

Finite-Lived Intangible Assets, Net

$ 10,486

$ 11,089

Developed Technology Rights [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

10 years

Finite-Lived Intangible Assets, Gross

$ 587,153

$ 587,852

Finite-Lived Intangible Assets, Accumulated Amortization

197,000

167,913

Finite-Lived Intangible Assets, Net

$ 390,153

$ 419,939

Noncompete Agreements [Member]

Finite-Lived Intangible Assets [Line Items]

Finite-Lived Intangible Asset, Useful Life

3 years

Finite-Lived Intangible Assets, Gross

$ 9,100

Finite-Lived Intangible Assets, Accumulated Amortization

8,550

7,450

Finite-Lived Intangible Assets, Net

$ 550

$ 1,650

[1]	December 31, 2023 balances were derived from audited consolidated financial statements.

Revenue (Notes)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

Revenue

Revenue Recognition

Our business units are Consumables, Infusion Systems and Vital Care. The vast majority of our sales of products within these business units are made on a stand-alone basis to hospitals and distributors. Revenue is typically recognized upon transfer of control of the products, which we deem to be at point of shipment. Our software license renewals are considered to be transferred to a customer at a point in time at the start of each renewal period, therefore revenue is recognized at that time.

Payment is typically due in full within 30 days of delivery or the start of the contract term. Revenue is recorded in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We include variable consideration in net sales only to the extent that a significant reversal in revenue is not probable when the uncertainty is resolved. Our variable consideration includes distributor chargebacks, product returns and end customer rebates with distributor chargebacks representing the majority and subject to the greatest judgment.

Chargebacks are the difference between the prices we charge our distribution customers at the time they purchase our products and the contracted prices we have with the end customer, most often in the U.S. and Canada. When a distributor sells our products to one of our contracted end customers, the distributor typically will claim a refund from us for the chargeback amount which we process as a credit to the distributor.

In estimating the transaction price to present as net revenue for sales to distributors, we must estimate the expected chargeback amount that we will refund to the distributor after they sell our product to a contracted end customer. Determining the appropriate chargeback reserve requires judgment around the following assumptions:

(i) The estimated chargeback amount (the difference between the price we invoice the distributor and the contractually agreed price with specified end customers); and

(ii) The estimated period of time between the sale to the distributor and the receipt of a chargeback claim.

For purposes of estimating the expected chargeback amount, we utilize actual recent historical chargebacks paid to the specific distributor for similar products as determined at either a product or product-family level. While individual chargeback rates can vary significantly depending on the product and contracted prices with distributors and end customers, our chargeback reserve estimate is not overly sensitive to those individual price changes due to the long-term nature of our distributor and end customer contracts as well as consistency in purchasing patterns. Additionally, the use of the actual chargeback history to calculate an average chargeback rate has historically resulted in a reasonable estimation of overall current contract rates.

For purposes of estimating the period of time between the sale to the distributor and the receipt of a chargeback claim, we utilize several sources of information including actual inventory quantities of our products on hand at distributors. This inventory on hand information is received from the distributors or, when specific quantities are not provided, estimated by using the targeted days of inventory on hand for distributors. Historical experience of actual chargebacks paid has indicated that use of this information has reasonable predictive value of outstanding chargebacks and accounts for the variability of purchasing

patterns and expected timing and volume of sales to end customers. The value of the chargeback reserve generally represents approximately two months of obligation due to the timing difference between the initial sale to a distributor and the processing of a chargeback claim after the product is sold to the end customer.

The chargeback reserve estimates change from period-to-period primarily based on changes in revenue from/and the inventory levels of distributors. Our judgments regarding the information used to calculate the chargeback reserve are consistent from period to period; however, on a regular basis, we evaluate the adequacy of the chargeback reserve to reassess and ensure that the variable consideration is appropriately constrained, and the likelihood of future revenue reversal is not probable. We use metrics including chargeback provision as a percentage of gross revenue, movements in inventory on hand at distributors, trends in accrued versus paid chargebacks and impacts from price changes and similar metrics.

The chargeback reserve reflects a reasonable estimate of the amount of consideration using the expected value method and is recorded as a reduction of accounts receivable, net on the consolidated balance sheets.

We also offer certain volume-based rebates to both our distribution and end customers, which is recorded as variable consideration when calculating the transaction price. Rebates are offered on both a fixed and tiered/variable basis. In both cases, we use information available at the time, including current contractual requirements, our historical experience with each customer and forecasted customer purchasing patterns, to estimate the most likely rebate amount.

We also warrant products against defects and have a policy permitting the return of defective products, for which we accrue and expense at the time of sale using information available at that time and our historical experience. We also provide

for extended service-type warranties, which we consider to be separate performance obligations. We allocate a portion of the transaction price to the extended service-type warranty based on its estimated relative stand-alone selling price, and recognize revenue over the period the warranty service is provided.

Arrangements with Multiple Performance Obligations

We also enter into arrangements which include multiple performance obligations. The most significant judgments related to these arrangements include:

•Identifying the various performance obligations of these arrangements.

•Estimating the relative standalone selling price of each performance obligation, typically using a directly observable method or calculated on a cost plus margin basis method.

Revenue Disaggregated

The following table represents our revenues disaggregated by product line (in thousands):


	Three months ended June 30,				Six months ended June 30,
Product line	2024		2023		2024		2023
Consumables	$	261,816	236,976		505,855		473,098
Infusion Systems	163,638		153,142		320,976		314,855
Vital Care	171,001		159,192		336,279		330,006
Total Revenues	$	596,455	$	549,310	$	1,163,110	$	1,117,959

For the three and six months ended June 30, 2024 and 2023, net sales to Medline made up approximately 17% and 15% of total revenues, respectively.

The following table represents our revenues disaggregated by geography (in thousands):


	Three months ended June 30,				Six months ended June 30,
Geography	2024		2023		2024		2023
United States	$	383,140	$	347,866	$	749,295	$	707,053
Europe, the Middle East and Africa	95,310		89,994		193,699		188,980
APAC	61,224		60,031		113,077		118,655
Other Foreign	56,781		51,419		107,039		103,271
Total Revenues	$	596,455	$	549,310	$	1,163,110	$	1,117,959

Contract Balances

The following table presents the changes in our contract balances for the six months ended June 30, 2024 and 2023 (in thousands):


	Contract Liabilities
Beginning balance, January 1, 2024	$	(42,177)

Equipment revenue recognized	16,951
Equipment revenue deferred due to implementation	(20,593)
Software revenue recognized	10,232
Software revenue deferred due to implementation	(10,427)
Government grant income recognized(1)	1,029
Government grant income deferred	—
Other deferred revenue	(423)
Other deferred revenue recognized	1,602
Ending balance, June 30, 2024	$	(43,806)

Beginning balance, January 1, 2023	$	(45,866)

Equipment revenue recognized	16,793
Equipment revenue deferred due to implementation	(16,625)
Software revenue recognized	9,041
Software revenue deferred due to implementation	(8,875)
Government grant income deferred	(944)
Government grant income recognized(1)	647
Other deferred revenue	(688)
Other deferred revenue recognized	3,514
Ending balance, June 30, 2023	$	(43,003)

____________________________

(1) The government grant income deferred is amortized over the life of the related depreciable asset as a reduction to depreciation expense.

Our contract liabilities are included in accrued liabilities or other long-term liabilities in our condensed consolidated balance sheet based on the expected timing of revenue recognition.

As of June 30, 2024, revenue from remaining performance obligations is as follows:


	Recognition Timing
(in thousands)	< 12 Months		> 12 Months
Equipment deferred revenue	$	(21,226)	$	(937)
Software deferred revenue	(9,783)		(489)
Government grant deferred income(1)	(2,065)		(8,384)
Other deferred revenue(2)	(717)		(205)
Total	$	(33,791)	$	(10,015)

_________________________________

(1) The government grant deferred income is amortized over the life of the related depreciable asset as a reduction to depreciation expense.

(2) Other deferred revenue includes pump development programs, purchased training and extended warranty.

- 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
-Topic 606
-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
-SubTopic 10
-Name Accounting Standards Codification
-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
-SubTopic 10
-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

Label	Element	Value
Payment for Contingent Consideration Liability, Financing Activities	us-gaap_PaymentForContingentConsiderationLiabilityFinancingActivities	$ 0

Investment Securities (Notes)

3 Months Ended

Jun. 30, 2024

Investments, Debt and Equity Securities [Abstract]

investments in Debt and Marketable Equity Securities and Equity Method Investments [Text Block]

Investment Securities

Investments in Available-for-sale Securities

Our available-for-sale investment securities historically consisted of corporate bonds, government bonds and U.S. treasury securities and were considered “investment grade” and were carried at fair value.










	As of December 31, 2023
	Amortized Cost		Unrealized Holding Gains (Losses)		Fair Value
Short-term corporate bonds	$	501	$	—	$	501

The amortized cost of the debt securities are adjusted for the amortization of premiums computed under the effective interest method. Such amortization is included in interest expense, net in our condensed consolidated statements of operations.

We assess our investment in available-for-sale debt securities for impairment each reporting period. If an unrealized loss exists, we determine whether any portion of the decline in fair value below the amortized cost basis is credit-related by reviewing several factors, including, but not limited to, the extent of the fair value decline and changes in the financial condition of the issuer. We record an impairment for credit-related losses through an allowance, limited to the amount of the unrealized

loss. If we either intend to sell or it is more likely than not we will be required to sell the debt security before its anticipated recovery, any allowance is written off and the amortized cost basis is written down to fair value through a charge against net earnings. Unrealized gains and non-credit-related unrealized losses are recorded, net of tax, in other comprehensive (loss) income. We did not have any investments in available-for-sale debt securities in unrealized loss positions as of December 31, 2023.

Realized gains and losses are accounted for on the specific identification method. There have been no realized gains or losses on the disposal of these investments. All short-term investment securities are callable within one year.

Investments in Non-Marketable Equity Securities

We own approximately 20% non-marketable equity interest in a nonpublic company and entered into a three-year distribution agreement where we have the exclusive rights to market, sell and distribute the company's products in exchange for a cash payment of $3.3 million. In addition, we were granted an exclusive license for all of the seller's intellectual property. At the expiration of the distribution agreement we have the right but not the obligation to acquire the remaining interest in the business.

We apply the equity method of accounting for investments when we determine we have a significant influence, but not a controlling interest in the investee. We determine whether we have significant influence by considering key factors such as ownership interest, representation on the board of directors, participation in policy making decisions, business relationship and material intra-entity transactions, among other factors. Our equity method investment is reported at cost and adjusted each period for our share of the investee's income or (loss) and dividend paid, if any. We eliminate any intra-entity profits to the extent of our beneficial interest. We report our proportionate share of the investee's income or (loss) resulting from this investment in other income, net in our condensed consolidated statements of operations. The carrying value of our equity method investment is reported in other assets on our condensed consolidated balance sheets (see Note 10: Prepaid Expenses and Other Current Assets and Other Assets). We assess our equity method investments for impairment on an annual basis or whenever events or circumstances indicate that the carrying value of the investment may not be recoverable. Our recorded share of the investee's loss was not material for the three and six months ended June 30, 2024 and 2023. We did not receive any dividend distributions from this investment during the three and six months ended June 30, 2024 and 2023.

Our non-marketable equity method investment consists of the following (in thousands):


	As of
	June 30, 2024		December 31, 2023
Equity method investment	$	3,091	$	3,120