DEI Document
DEI Document - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 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 $0.10 per share | |
Trading Symbol | ICUI | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 24,365,990 | |
Entity Central Index Key | 0000883984 | |
Entity Registrant Name | ICU MEDICAL INC/DE | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
CURRENT ASSETS: | |||
Cash and Cash Equivalents | $ 251,423 | $ 254,222 | [1] |
Short-term investment securities | 0 | 501 | [1] |
TOTAL CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENT SECURITIES | 251,423 | 254,723 | [1] |
Accounts receivable, net of allowance for doubtful accounts | 145,186 | 161,566 | [1] |
Inventories | 693,006 | 709,360 | [1] |
Prepaid income taxes | 15,476 | 21,983 | [1] |
Prepaid expenses and other current assets | 82,636 | 73,640 | [1] |
TOTAL CURRENT ASSETS | 1,187,727 | 1,221,272 | [1] |
PROPERTY, PLANT AND EQUIPMENT, net | 602,617 | 612,909 | [1] |
Operating Lease Right-of-Use Asset | 64,928 | 69,909 | [1] |
GOODWILL | 1,459,368 | 1,472,446 | [1] |
INTANGIBLE ASSETS, net | 836,904 | 870,588 | [1] |
Deferred Income Taxes | 40,203 | 37,295 | |
OTHER ASSETS | 96,651 | 94,020 | [1] |
TOTAL ASSETS | 4,288,398 | 4,378,439 | [1] |
CURRENT LIABILITIES: | |||
Accounts payable | 152,480 | 150,030 | [1] |
Accrued liabilities | 247,896 | 268,215 | [1] |
Current portion of long-term debt | 51,000 | 51,000 | |
Income tax payable | 2,484 | 7,714 | [1] |
Contingent earn-out liability | 1,500 | 4,879 | |
TOTAL CURRENT LIABILITIES | 455,360 | 481,838 | [1] |
Contingent Earn-Out Liability | 4,286 | 3,991 | [1] |
Long-term Debt | 1,566,298 | 1,577,770 | |
Other long-term liabilities | 102,594 | 100,497 | |
DEFERRED INCOME TAXES | 55,585 | 55,873 | [1] |
INCOME TAX LIABILITY | 36,445 | 35,060 | [1] |
COMMITMENTS AND CONTINGENCIES | 0 | 0 | [1] |
STOCKHOLDERS' EQUITY: | |||
Convertible preferred stock, $1.00 par value Authorized-500 shares; Issued and outstanding - none | 0 | 0 | [1] |
Common stock, $0.10 par value - Authorized-80,000 shares | 2,441 | 2,414 | [1] |
Additional paid-in capital | 1,371,244 | 1,366,493 | [1] |
Treasury Stock, at cost | (4,692) | (262) | [1] |
Retained earnings | 768,375 | 807,846 | [1] |
Accumulated other comprehensive loss | (69,538) | (53,081) | [1] |
TOTAL STOCKHOLDERS' EQUITY | 2,067,830 | 2,123,410 | [1] |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 4,288,398 | $ 4,378,439 | [1] |
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss | $ 11,626 | $ 11,064 |
Convertible preferred stock, par value | $ 1 | |
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 | 24,412,000 | 24,144,000 |
Common stock, shares outstanding | 24,365,000 | 24,141,000 |
Treasury Stock, Common, Shares | 46,420 | 2,428 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
REVENUES: | ||
TOTAL REVENUES | $ 566,655 | $ 568,649 |
Cost of goods sold | 381,411 | 376,608 |
Gross Profit | 185,244 | 192,041 |
OPERATING EXPENSES: | ||
Selling, general and administrative | 157,657 | 152,572 |
Research and development | 21,842 | 19,761 |
Restructuring, strategic transaction and integration | 16,105 | 11,013 |
Change in fair value of contingent earn-out | 295 | (700) |
TOTAL OPERATING EXPENSES | 195,899 | 182,646 |
(LOSS) INCOME FROM OPERATIONS | (10,655) | 9,395 |
Interest Expense,net | (23,772) | (22,515) |
OTHER EXPENSE, net | (2,341) | (269) |
Loss before income taxes | (36,768) | (13,389) |
BENEFIT FOR INCOME TAXES | (2,703) | 3,577 |
NET LOSS | $ (39,471) | $ (9,812) |
NET LOSS PER SHARE | ||
Basic (in dollars per share) | $ (1.63) | $ (0.41) |
Diluted (in dollars per share) | $ (1.63) | $ (0.41) |
WEIGHTED AVERAGE NUMBER OF SHARES | ||
Basic (in shares) | 24,222 | 24,014 |
Diluted (in shares) | 24,222 | 24,014 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Loss | $ (39,471) | $ (9,812) |
Other comprehensive income (loss), net of tax | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 6,360 | (5,577) |
Foreign currency translation adjustment, net of taxes of $0 for all periods | (22,817) | 24,983 |
Other Comprehensive Income (Loss), Other Adjustments, after Tax | 0 | (31) |
Other comprehensive income (loss), net of taxes | (16,457) | 19,375 |
Comprehensive Income | $ (55,928) | $ 9,563 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Paranthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification, Tax | $ 2,029 | $ 1,744 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 0 | 0 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity Statement - 3 months ended Mar. 31, 2024 - 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, 2023 | 24,144,000 | 24,144,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | (110,119) | ||||||
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] | |||||||
Other Comprehensive income (loss), net of Tax | $ (16,457) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Loss | $ (39,471) | $ (9,812) |
Depreciation and amortization | 55,526 | 55,744 |
Noncash lease expense | 5,341 | 5,656 |
Provision for doubtful accounts | 549 | 666 |
Provision for warranty and returns and field action | (618) | 3,951 |
Stock compensation | 11,598 | 9,158 |
(Gain) loss on disposal of property and equipment | (65) | 367 |
Debt Issuance Costs amortization | 1,708 | 1,701 |
Change in fair value of contingent earn-out | 295 | (700) |
Usage of spare parts | 4,201 | 4,384 |
Other | 2,627 | (35) |
Accounts receivable | 13,967 | 82,028 |
Inventories | 14,164 | (49,370) |
Prepaid expenses and other current assets | (5,735) | 1,907 |
Other Assets | (5,160) | (6,448) |
Accounts payable | 5,313 | (27,525) |
Accrued liabilities | (16,503) | (21,099) |
Income taxes, including excess tax benefits and deferred income taxes | (1,946) | (9,328) |
Net cash provided by operating activities | 45,791 | 41,245 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (15,915) | (14,205) |
Proceeds from sale of asset | 507 | 54 |
Intangible assets additions | (2,954) | (2,532) |
Proceeds from sale of investment securities | 500 | 1,500 |
Net cash used in investing activities | (17,862) | (15,183) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of Long-term Debt | 12,750 | 7,375 |
Proceeds from exercise of stock options | 150 | 171 |
Payments on finance leases | (245) | (208) |
Payment for Contingent Consideration Liability, Financing Activities | (2,600) | 0 |
Payment, Tax Withholding, Share-based Payment Arrangement | 11,400 | 8,425 |
Net cash used in by financing activities | (26,845) | (15,837) |
Effect of Exchange Rate on Cash [Abstract] | ||
Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations | (3,883) | 1,938 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | (2,799) | 12,163 |
Cash and Cash Equivalents | 251,423 | 220,947 |
Supplemental Cash Flow Information [Abstract] | ||
Capital Expenditures Incurred but Not yet Paid | $ 4,408 | $ 2,223 |
Basis of Presentation_
Basis of Presentation: | 3 Months Ended |
Mar. 31, 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. |
New Accounting Pronouncements_
New Accounting Pronouncements: | 3 Months Ended |
Mar. 31, 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. |
Restructuring, Strategic Transa
Restructuring, Strategic Transaction and Integration (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure | Restructuring, Strategic Transaction and Integration Restructuring, strategic transaction and integration expenses were $16.1 million and $11.0 million for the three months ended March 31, 2024 and 2023, respectively. Restructuring During the three months ended March 31, 2024 and 2023, restructuring charges were $5.3 million and $2.7 million, respectively and were primarily related to severance costs for the periods. The restructuring charges for the three months ended March 31, 2023 is net of $0.9 million, related to facility closures costs and severance costs that were reversed during that period. The following table summarizes the activity in our restructuring-related accrual by major type of cost for the three months ended March 31, 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 __________________________ (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 $10.8 million and $8.3 million in strategic transaction and integration expenses during the three months ended March 31, 2024 and 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 months ended March 31, 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 months ended March 31, 2023, we expensed $4.0 million 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. |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Mar. 31, 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 Product line 2024 2023 Consumables $ 244,039 $ 236,122 Infusion Systems 157,338 161,713 Vital Care 165,278 170,814 Total Revenues $ 566,655 $ 568,649 For the three months ended March 31, 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 Geography 2024 2023 United States $ 366,155 $ 359,187 Europe, the Middle East and Africa 98,389 98,986 APAC 51,853 58,624 Other Foreign 50,258 51,852 Total Revenues $ 566,655 $ 568,649 Contract Balances The following table presents the changes in our contract balances for the three months ended March 31, 2024 and 2023 (in thousands): Contract Liabilities Beginning balance, January 1, 2024 $ (42,177) Equipment revenue recognized 7,499 Equipment revenue deferred due to implementation (9,340) Software revenue recognized 4,677 Software revenue deferred due to implementation (5,571) Government grant income recognized (1) 515 Government grant income deferred — Other deferred revenue (155) Other deferred revenue recognized 1,195 Ending balance, March 31, 2024 $ (43,357) Beginning balance, January 1, 2023 $ (45,866) Equipment revenue recognized 5,976 Equipment revenue deferred due to implementation (7,236) Software revenue recognized 4,108 Software revenue deferred due to implementation (5,362) Government grant income deferred (861) Government grant income recognized (1) 218 Other deferred revenue (403) Other deferred revenue recognized 1,915 Ending balance, March 31, 2023 $ (47,511) ____________________________ (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 March 31, 2024, revenue from remaining performance obligations is as follows: Recognition Timing (in millions) < 12 Months > 12 Months Equipment deferred revenue $ (20,007) $ (890) Software deferred revenue (9,923) (512) Government grant deferred income (1) (2,064) (8,900) Other deferred revenue (2) (758) (303) Total $ (32,752) $ (10,605) _________________________________ (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. |
Leases (Notes)
Leases (Notes) | 3 Months Ended |
Mar. 31, 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 determine 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 2024 2023 Operating lease cost $ 5,814 $ 6,150 Finance lease cost — interest 33 29 Finance lease cost — reduction of ROU asset 255 225 Short-term lease cost — 13 Total lease cost $ 6,102 $ 6,417 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): Three months ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,884 $ 6,051 Operating cash flows from finance leases $ 33 $ 29 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 252 $ 8,979 Finance leases $ 156 $ 340 The following table presents the supplemental balance sheet information related to our operating leases (in thousands, except lease term and discount rate): As of March 31, 2024 December 31, 2023 Operating leases Operating lease right-of-use assets $ 64,928 $ 69,909 Accrued liabilities $ 18,532 $ 20,161 Other long-term liabilities 49,546 52,972 Total operating lease liabilities $ 68,078 $ 73,133 Weighted-Average Remaining Lease Term Operating leases 5.5 years 5.6 years Weighted-Average Discount Rate Operating leases 4.34 % 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 March 31, 2024 December 31, 2023 Finance leases Finance lease right-of-use assets $ 2,576 $ 2,707 Accrued liabilities $ 819 $ 860 Other long-term liabilities 1,861 1,954 Total finance lease liabilities $ 2,680 $ 2,814 Weighted-Average Remaining Lease Term Finance leases 4.0 years 4.1 years Weighted-Average Discount Rate Finance leases 5.02 % 4.93 % As of March 31, 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 $ 18,840 $ 715 2025 16,283 796 2026 13,619 673 2027 9,828 327 2028 4,819 203 2029 4,731 189 Thereafter 7,817 47 Total Lease Payments 75,937 2,950 Less imputed interest (7,859) (270) Total $ 68,078 $ 2,680 |
Net Income Per Share_
Net Income Per Share: | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income Per Share [Text Block] | Net Loss Per Share Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income 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 months ended March 31, 2024 and 2023, causes all of the potentially dilutive common shares to be antidilutive, 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 2024 2023 Net loss $ (39,471) $ (9,812) Weighted-average number of common shares outstanding (basic) 24,222 24,014 Dilutive securities (1) — — Weighted-average common and common equivalent shares outstanding (diluted) 24,222 24,014 EPS — basic $ (1.63) $ (0.41) EPS — diluted $ (1.63) $ (0.41) Total anti-dilutive stock options and restricted stock awards 576 379 _______________________________ (1) Due to the net loss for the three months ended March 31, 2024 and 2023 , there are no potentially dilutive common shares included in the computation of diluted earnings per share. |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 3 Months Ended |
Mar. 31, 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 eleven months. The total notional amount of these outstanding derivative contracts as of March 31, 2024 was $136.2 million, which included the notional equivalent of $15.8 million in MXN, $28.3 million in Euros, $13.2 million in JPY, $6.5 million in CNH, $15.4 million in CAD, $11.9 million in AUD, $37.1 million in USD and $8.0 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 March 31, 2024 was approximately $236.8 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 March 31, 2024 was approximately $375.0 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 March 31, 2024 Prepaid expenses and other current assets $ 8,984 $ 23,034 $ 32,018 Other assets 1,055 10,336 11,391 Total assets $ 10,039 $ 33,370 $ 43,409 Accrued liabilities $ 1,983 $ — $ 1,983 Other long-term liabilities — — — Total liabilities $ 1,983 $ — $ 1,983 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 gains on our derivative instruments designated as cash flow hedges in other comprehensive income before reclassifications to net loss (in thousands): Gain Recognized in Other Comprehensive Income Three months ended 2024 2023 Derivatives designated as cash flow hedging instruments: Foreign exchange contracts $ 4,940 $ 2,451 Interest rate swaps 13,393 (2,584) Total derivatives designated as cash flow hedging instruments $ 18,333 $ (133) 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 Income Three months ended Location of Gain Recognized in Income 2024 2023 Derivatives designated as cash flow hedging instruments: Foreign exchange forward contracts Total revenues $ 700 $ (1,922) Foreign exchange forward contracts Cost of goods sold 1,280 1,500 Foreign exchange forward contracts Other expense, net (1) — 229 Foreign exchange forward contracts Interest expense (2) — 13 Interest rate swaps Interest expense 7,964 7,369 Total derivatives designated as cash flow hedging instruments $ 9,944 $ 7,189 _______________________________ (1) Represents location of gain reclassified from accumulated other comprehensive income into other expense, net as a result of ineffectiveness. (2) Represents location of gain reclassified from accumulated other comprehensive income into interest expense as a result of forecasted transactions no longer probable of occurring. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures (Notes) | 3 Months Ended |
Mar. 31, 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 includes a potential earn-out payment of $100.0 million in cash contingent on our common stock achieving certain 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 (see Note 3: Restructuring, Strategic Transaction and Integration for additional information) 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 March 31, 2024, the estimated fair value of the contingent earn-out was $4.3 million. 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 on certain product-related regulatory certifications obtained by May 26, 2024. 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 March 31, 2024, the estimated fair value for 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 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 _______________________________ (1) Re lates 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 March 31, 2024 As of December 31, 2023 Volatility 48.00 % 47.00 % Risk-Free Rate 4.64 % 4.18 % Investments, Foreign Exchange Contracts and Interest Rate Contracts As of March 31, 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 March 31, 2024 Total carrying Quoted prices Significant Significant Assets: Foreign exchange contracts: Prepaid expenses and other current assets $ 8,984 $ — $ 8,984 $ — Other assets 1,055 — 1,055 — Interest rate contracts: Prepaid expenses and other current assets 23,034 — 23,034 — Other assets 10,336 — 10,336 — Total Assets $ 43,409 $ — $ 43,409 $ — Liabilities: Contingent earn-out liability - ST $ 1,500 $ — $ — $ 1,500 Contingent earn-out liability - LT 4,286 — — $ 4,286 Foreign exchange contracts: Accrued liabilities 1,983 — 1,983 — Other long-term liabilities — — — — Total Liabilities $ 7,769 $ — $ 1,983 $ 5,786 Fair value measurements as of December 31, 2023 Total carrying Quoted prices Significant Significant 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 |
Investment Securities (Notes)
Investment Securities (Notes) | 3 Months Ended |
Mar. 31, 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 March 31, 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 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 months ended March 31, 2024 and 2023. We did not receive any dividend distributions from this investment during the three months ended March 31, 2024 and 2023. Our non-marketable equity method investment consists of the following (in thousands): As of March 31, 2024 December 31, 2023 Equity method investment $ 3,104 $ 3,120 |
Prepaids and Other Current Asse
Prepaids and Other Current Assets (Notes) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 December 31, 2023 Other prepaid expenses and receivables $ 20,819 $ 17,833 Prepaid vendor expenses 1,152 1,309 Deferred costs 4,046 1,668 Prepaid insurance and property taxes 10,099 9,547 VAT/GST receivable 2,995 2,748 Deferred tax charge 5,822 5,822 Foreign exchange contracts 8,984 6,785 Interest rate contracts 23,034 23,065 Deposits 1,185 1,196 Other 4,500 3,667 $ 82,636 $ 73,640 Other assets consist of the following (in thousands): As of March 31, 2024 December 31, 2023 Pump lease receivables $ 27,376 $ 30,627 Spare parts 47,409 46,496 Equity method investment 3,104 3,120 Deferred debt issuance costs 3,008 3,439 Finance lease right-of-use assets 2,576 2,707 Interest rate contracts 10,336 4,876 Other 2,842 2,755 $ 96,651 $ 94,020 |
Inventories_
Inventories: | 3 Months Ended |
Mar. 31, 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 March 31, 2024 December 31, 2023 Raw materials $ 285,061 $ 296,037 Work in process 86,441 58,906 Finished goods 321,504 354,417 Total inventories $ 693,006 $ 709,360 |
Property and Equipment_
Property and Equipment: | 3 Months Ended |
Mar. 31, 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 March 31, 2024 December 31, 2023 Machinery and equipment $ 493,147 $ 483,382 Land, building and building improvements 284,287 278,251 Molds 90,754 89,573 Computer equipment and software 125,150 122,038 Furniture and fixtures 30,578 30,662 Instruments placed with customers (1) 117,844 115,672 Construction in progress 105,287 117,219 Total property, plant and equipment, cost 1,247,047 1,236,797 Accumulated depreciation (644,430) (623,888) Property, plant and equipment, net $ 602,617 $ 612,909 ______________________________ (1) Instruments placed with customers consist of drug-delivery and monitoring systems placed with customers under operating leases. Depreciation expense was $22.4 million and $23.4 million for the three months ended March 31, 2024 and 2023, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 3 Months Ended |
Mar. 31, 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 (13,078) Balance as of March 31, 2024 $ 1,459,368 Intangible Assets, Net Intangible assets, carried at cost less accumulated amortization and amortized on a straight-lined basis, were as follows (in thousands): Weighted-Average Amortization Life in Years March 31, 2024 Cost Accumulated Net Patents 10 $ 34,257 $ 21,188 $ 13,069 Customer contracts 12 9,891 6,792 3,099 Non-contractual customer relationships 8 550,922 187,090 363,832 Trademarks 1 5,425 5,425 — Trade name 15 18,245 7,457 10,788 Developed technology 10 587,115 182,377 404,738 Non-compete 3 9,100 8,000 1,100 Total amortized intangible assets $ 1,214,955 $ 418,329 $ 796,626 Internally developed software (1) $ 40,278 $ 40,278 Total intangible assets $ 1,255,233 $ 418,329 $ 836,904 ______________________________ (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 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 $32.3 million during the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 estimated annual amortization for our intangible assets for each of the next five years and thereafter is approximately (in thousands): Remainder of 2024 $ 98,985 2025 124,715 2026 123,950 2027 113,873 2028 113,275 2029 110,189 Thereafter 111,639 Total $ 796,626 |
Accrued Liabilities (Notes)
Accrued Liabilities (Notes) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 December 31, 2023 Salaries and benefits $ 56,118 $ 52,250 Incentive compensation 25,123 37,992 Operating lease liability-ST 18,532 20,161 Accrued sales taxes 5,295 6,748 Restructuring accrual 5,923 3,568 Deferred revenue 32,752 31,640 Accrued other taxes 3,399 3,024 Accrued professional fees 2,736 2,803 Italy medical device payback provision 23,227 23,176 Legal accrual 2,309 1,874 Distribution fees 12,407 13,049 Warranties and returns 3,638 3,682 Field service corrective action (1) 22,641 30,281 Accrued freight 14,916 17,215 Foreign exchange contracts 1,983 2,590 Accrued audit fees 4,143 5,492 Defined benefit plan 3,394 2,575 Accrued interest 1,413 1,431 Other 7,947 8,664 $ 247,896 $ 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 March 31, 2024 December 31, 2023 Operating lease liability-LT $ 49,546 $ 52,972 Benefits 4,124 4,207 Accrued rent 781 841 Finance lease liability-LT 1,861 1,954 Deferred revenue 10,605 10,585 Field service corrective action (1) 32,173 26,056 Other 3,504 3,882 $ 102,594 $ 100,497 |
Income Taxes_
Income Taxes: | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes Income taxes were accrued at an estimated effective tax rate of (7)% and 27% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate for the three months ended March 31, 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 months ended March 31, 2024 of $2.3 million. 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 $10.1 million tax expense, against certain U.S. federal and state deferred tax assets during the three months ended March 31, 2024. 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 months ended March 31, 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 months ended March 31, 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”) and tax credits. The effective tax rate during the three months ended |
Long-Term Obligations (Notes)
Long-Term Obligations (Notes) | 3 Months Ended |
Mar. 31, 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 three months ended March 31, 2024 and 2023, total principal payments on the Term Loans were $12.8 million and $7.4 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 March 31, 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 March 31, 2024 Effective Interest Rate As of December 31, 2023 Senior Secured Credit Facilities: Term Loan A — principal 8.24 % $ 802,188 7.67 % $ 812,813 Term Loan B — principal 8.60 % 833,000 8.00 % 835,125 Revolving Credit Facility — principal — % — — % — Less unamortized debt issuance costs (1) (17,890) (19,168) Total carrying value of long-term debt 1,617,298 1,628,770 Less current portion of long-term debt 51,000 51,000 Long-term debt, net $ 1,566,298 $ 1,577,770 _______________________________ (1) Comprised of $8.5 million and $9.4 million relating to the Term Loan A and the Term Loan B, respectively, as of March 31, 2024. As of March 31, 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 $ 38,250 2025 51,000 2026 72,250 2027 672,563 2028 8,500 2029 792,625 Thereafter — Total $ 1,635,188 The following table presents the total interest expense related to our long-term debt (in thousands): Three months ended 2024 2023 Contractual interest $ 32,276 $ 29,263 Amortization of debt issuance costs 1,708 1,701 Commitment fee — Revolving Credit Facility 379 368 Total long-term debt-related interest expense $ 34,363 $ 31,332 We currently hedge against the contractual interest expense on our long-term debt (see Note 7: Derivatives and Hedging Activities). |
Commitments and Contingencies_
Commitments and Contingencies: | 3 Months Ended |
Mar. 31, 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 a certain volume-weighted average price from the closing date to either the third or fourth anniversary of closing. As of March 31, 2024, the estimated fair value of the contingent earn-out is $4.3 million (see Note 8: Fair Value Measurements). 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 months ended March 31, 2024 and 2023, we recorded additional expense of $0.4 million and $2.8 million, respectively, primarily related to additional field corrective actions identified and initiated during those periods. As of March 31, 2024, approximately $52.3 million of the $54.8 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 on certain product-related regulatory certifications obtained by May 26, 2024. 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 March 31, 2024, the estimated fair value of the remaining 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 |
Collaborative and Other Arrange
Collaborative and Other Arrangements (Notes) | 3 Months Ended |
Mar. 31, 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. |
Equity
Equity | 3 Months Ended |
Mar. 31, 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. Currently, our Board consists of eight members, however Smiths retains the right to designate a board member subject to the share ownership requirements, mentioned above. See our Current Report on Form 8-K filed on February 29, 2024 for additional information. 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 months ended March 31, 2024, we did not purchase any shares of our common stock under our share purchase plan. As of March 31, 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 three months ended March 31, 2024, we withheld 110,119 shares of our common stock from employee vested restricted stock units in consideration for $11.4 million in payments made on the employees' behalf for their minimum statutory income tax withholding obligations. For the three months ended March 31, 2023, we withheld 52,764 shares of our common stock from employee vested restricted stock units in consideration for $8.4 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 (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) 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 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) |
Transfers and Servicing
Transfers and Servicing | 3 Months Ended |
Mar. 31, 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 of 1.75%, 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 2024 2023 Trade receivables sold (1) $ 175,692 $ 139,606 Cash received in exchange for trade receivables sold (2) 174,600 138,829 Loss on sale of receivables (3) 1,092 777 _______________________________ (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 March 31, 2024 and December 31, 2023, cash remaining to be collected on behalf of BMO was $63.0 million and $75.9 million, respectively, which has been removed from our condensed consolidated balance sheets as of March 31, 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 March 31, 2024. |
Restructuring, Strategic Tran_2
Restructuring, Strategic Transaction and Integration (Tables) | 3 Months Ended |
Mar. 31, 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 three months ended March 31, 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 __________________________ (1) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 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 Product line 2024 2023 Consumables $ 244,039 $ 236,122 Infusion Systems 157,338 161,713 Vital Care 165,278 170,814 Total Revenues $ 566,655 $ 568,649 For the three months ended March 31, 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 Geography 2024 2023 United States $ 366,155 $ 359,187 Europe, the Middle East and Africa 98,389 98,986 APAC 51,853 58,624 Other Foreign 50,258 51,852 Total Revenues $ 566,655 $ 568,649 |
Contract with Customer, Asset and Liability [Table Text Block] | The following table presents the changes in our contract balances for the three months ended March 31, 2024 and 2023 (in thousands): Contract Liabilities Beginning balance, January 1, 2024 $ (42,177) Equipment revenue recognized 7,499 Equipment revenue deferred due to implementation (9,340) Software revenue recognized 4,677 Software revenue deferred due to implementation (5,571) Government grant income recognized (1) 515 Government grant income deferred — Other deferred revenue (155) Other deferred revenue recognized 1,195 Ending balance, March 31, 2024 $ (43,357) Beginning balance, January 1, 2023 $ (45,866) Equipment revenue recognized 5,976 Equipment revenue deferred due to implementation (7,236) Software revenue recognized 4,108 Software revenue deferred due to implementation (5,362) Government grant income deferred (861) Government grant income recognized (1) 218 Other deferred revenue (403) Other deferred revenue recognized 1,915 Ending balance, March 31, 2023 $ (47,511) |
Deferred Revenue, by Arrangement, Disclosure | As of March 31, 2024, revenue from remaining performance obligations is as follows: Recognition Timing (in millions) < 12 Months > 12 Months Equipment deferred revenue $ (20,007) $ (890) Software deferred revenue (9,923) (512) Government grant deferred income (1) (2,064) (8,900) Other deferred revenue (2) (758) (303) Total $ (32,752) $ (10,605) _________________________________ (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. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The following table presents the components of our lease cost (in thousands): Three months ended 2024 2023 Operating lease cost $ 5,814 $ 6,150 Finance lease cost — interest 33 29 Finance lease cost — reduction of ROU asset 255 225 Short-term lease cost — 13 Total lease cost $ 6,102 $ 6,417 |
Cash Flow, Supplemental Disclosures [Text Block] | The following table presents the supplemental cash flow information related to our leases (in thousands): Three months ended 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,884 $ 6,051 Operating cash flows from finance leases $ 33 $ 29 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 252 $ 8,979 Finance leases $ 156 $ 340 |
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 March 31, 2024 December 31, 2023 Operating leases Operating lease right-of-use assets $ 64,928 $ 69,909 Accrued liabilities $ 18,532 $ 20,161 Other long-term liabilities 49,546 52,972 Total operating lease liabilities $ 68,078 $ 73,133 Weighted-Average Remaining Lease Term Operating leases 5.5 years 5.6 years Weighted-Average Discount Rate Operating leases 4.34 % 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 March 31, 2024 December 31, 2023 Finance leases Finance lease right-of-use assets $ 2,576 $ 2,707 Accrued liabilities $ 819 $ 860 Other long-term liabilities 1,861 1,954 Total finance lease liabilities $ 2,680 $ 2,814 Weighted-Average Remaining Lease Term Finance leases 4.0 years 4.1 years Weighted-Average Discount Rate Finance leases 5.02 % 4.93 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | As of March 31, 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 $ 18,840 $ 715 2025 16,283 796 2026 13,619 673 2027 9,828 327 2028 4,819 203 2029 4,731 189 Thereafter 7,817 47 Total Lease Payments 75,937 2,950 Less imputed interest (7,859) (270) Total $ 68,078 $ 2,680 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 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 2024 2023 Net loss $ (39,471) $ (9,812) Weighted-average number of common shares outstanding (basic) 24,222 24,014 Dilutive securities (1) — — Weighted-average common and common equivalent shares outstanding (diluted) 24,222 24,014 EPS — basic $ (1.63) $ (0.41) EPS — diluted $ (1.63) $ (0.41) Total anti-dilutive stock options and restricted stock awards 576 379 _______________________________ (1) Due to the net loss for the three months ended March 31, 2024 and 2023 , there are no potentially dilutive common shares included in the computation of diluted earnings per share. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 Prepaid expenses and other current assets $ 8,984 $ 23,034 $ 32,018 Other assets 1,055 10,336 11,391 Total assets $ 10,039 $ 33,370 $ 43,409 Accrued liabilities $ 1,983 $ — $ 1,983 Other long-term liabilities — — — Total liabilities $ 1,983 $ — $ 1,983 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 gains on our derivative instruments designated as cash flow hedges in other comprehensive income before reclassifications to net loss (in thousands): Gain Recognized in Other Comprehensive Income Three months ended 2024 2023 Derivatives designated as cash flow hedging instruments: Foreign exchange contracts $ 4,940 $ 2,451 Interest rate swaps 13,393 (2,584) Total derivatives designated as cash flow hedging instruments $ 18,333 $ (133) 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 Income Three months ended Location of Gain Recognized in Income 2024 2023 Derivatives designated as cash flow hedging instruments: Foreign exchange forward contracts Total revenues $ 700 $ (1,922) Foreign exchange forward contracts Cost of goods sold 1,280 1,500 Foreign exchange forward contracts Other expense, net (1) — 229 Foreign exchange forward contracts Interest expense (2) — 13 Interest rate swaps Interest expense 7,964 7,369 Total derivatives designated as cash flow hedging instruments $ 9,944 $ 7,189 _______________________________ (1) Represents location of gain reclassified from accumulated other comprehensive income into other expense, net as a result of ineffectiveness. (2) Represents location of gain reclassified from accumulated other comprehensive income into interest expense as a result of forecasted transactions no longer probable of occurring. |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 3 Months Ended |
Mar. 31, 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 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 _______________________________ (1) Re lates 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 March 31, 2024 As of December 31, 2023 Volatility 48.00 % 47.00 % Risk-Free Rate 4.64 % 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 March 31, 2024 Total carrying Quoted prices Significant Significant Assets: Foreign exchange contracts: Prepaid expenses and other current assets $ 8,984 $ — $ 8,984 $ — Other assets 1,055 — 1,055 — Interest rate contracts: Prepaid expenses and other current assets 23,034 — 23,034 — Other assets 10,336 — 10,336 — Total Assets $ 43,409 $ — $ 43,409 $ — Liabilities: Contingent earn-out liability - ST $ 1,500 $ — $ — $ 1,500 Contingent earn-out liability - LT 4,286 — — $ 4,286 Foreign exchange contracts: Accrued liabilities 1,983 — 1,983 — Other long-term liabilities — — — — Total Liabilities $ 7,769 $ — $ 1,983 $ 5,786 Fair value measurements as of December 31, 2023 Total carrying Quoted prices Significant Significant 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 |
Investment Securities (Tables)
Investment Securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | As of March 31, 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 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 March 31, 2024 December 31, 2023 Equity method investment $ 3,104 $ 3,120 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 December 31, 2023 Other prepaid expenses and receivables $ 20,819 $ 17,833 Prepaid vendor expenses 1,152 1,309 Deferred costs 4,046 1,668 Prepaid insurance and property taxes 10,099 9,547 VAT/GST receivable 2,995 2,748 Deferred tax charge 5,822 5,822 Foreign exchange contracts 8,984 6,785 Interest rate contracts 23,034 23,065 Deposits 1,185 1,196 Other 4,500 3,667 $ 82,636 $ 73,640 |
Schedule of Other Assets, Noncurrent[TableTextBlock] | Other assets consist of the following (in thousands): As of March 31, 2024 December 31, 2023 Pump lease receivables $ 27,376 $ 30,627 Spare parts 47,409 46,496 Equity method investment 3,104 3,120 Deferred debt issuance costs 3,008 3,439 Finance lease right-of-use assets 2,576 2,707 Interest rate contracts 10,336 4,876 Other 2,842 2,755 $ 96,651 $ 94,020 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of the following (in thousands): As of March 31, 2024 December 31, 2023 Raw materials $ 285,061 $ 296,037 Work in process 86,441 58,906 Finished goods 321,504 354,417 Total inventories $ 693,006 $ 709,360 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 December 31, 2023 Machinery and equipment $ 493,147 $ 483,382 Land, building and building improvements 284,287 278,251 Molds 90,754 89,573 Computer equipment and software 125,150 122,038 Furniture and fixtures 30,578 30,662 Instruments placed with customers (1) 117,844 115,672 Construction in progress 105,287 117,219 Total property, plant and equipment, cost 1,247,047 1,236,797 Accumulated depreciation (644,430) (623,888) Property, plant and equipment, net $ 602,617 $ 612,909 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 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 (13,078) Balance as of March 31, 2024 $ 1,459,368 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Intangible assets, carried at cost less accumulated amortization and amortized on a straight-lined basis, were as follows (in thousands): Weighted-Average Amortization Life in Years March 31, 2024 Cost Accumulated Net Patents 10 $ 34,257 $ 21,188 $ 13,069 Customer contracts 12 9,891 6,792 3,099 Non-contractual customer relationships 8 550,922 187,090 363,832 Trademarks 1 5,425 5,425 — Trade name 15 18,245 7,457 10,788 Developed technology 10 587,115 182,377 404,738 Non-compete 3 9,100 8,000 1,100 Total amortized intangible assets $ 1,214,955 $ 418,329 $ 796,626 Internally developed software (1) $ 40,278 $ 40,278 Total intangible assets $ 1,255,233 $ 418,329 $ 836,904 ______________________________ (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 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 March 31, 2024 estimated annual amortization for our intangible assets for each of the next five years and thereafter is approximately (in thousands): Remainder of 2024 $ 98,985 2025 124,715 2026 123,950 2027 113,873 2028 113,275 2029 110,189 Thereafter 111,639 Total $ 796,626 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities consist of the following (in thousands): As of March 31, 2024 December 31, 2023 Salaries and benefits $ 56,118 $ 52,250 Incentive compensation 25,123 37,992 Operating lease liability-ST 18,532 20,161 Accrued sales taxes 5,295 6,748 Restructuring accrual 5,923 3,568 Deferred revenue 32,752 31,640 Accrued other taxes 3,399 3,024 Accrued professional fees 2,736 2,803 Italy medical device payback provision 23,227 23,176 Legal accrual 2,309 1,874 Distribution fees 12,407 13,049 Warranties and returns 3,638 3,682 Field service corrective action (1) 22,641 30,281 Accrued freight 14,916 17,215 Foreign exchange contracts 1,983 2,590 Accrued audit fees 4,143 5,492 Defined benefit plan 3,394 2,575 Accrued interest 1,413 1,431 Other 7,947 8,664 $ 247,896 $ 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 March 31, 2024 December 31, 2023 Operating lease liability-LT $ 49,546 $ 52,972 Benefits 4,124 4,207 Accrued rent 781 841 Finance lease liability-LT 1,861 1,954 Deferred revenue 10,605 10,585 Field service corrective action (1) 32,173 26,056 Other 3,504 3,882 $ 102,594 $ 100,497 |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 Effective Interest Rate As of December 31, 2023 Senior Secured Credit Facilities: Term Loan A — principal 8.24 % $ 802,188 7.67 % $ 812,813 Term Loan B — principal 8.60 % 833,000 8.00 % 835,125 Revolving Credit Facility — principal — % — — % — Less unamortized debt issuance costs (1) (17,890) (19,168) Total carrying value of long-term debt 1,617,298 1,628,770 Less current portion of long-term debt 51,000 51,000 Long-term debt, net $ 1,566,298 $ 1,577,770 _______________________________ (1) Comprised of $8.5 million and $9.4 million relating to the Term Loan A and the Term Loan B, respectively, as of March 31, 2024. |
Schedule of Maturities of Long-term Debt | As of March 31, 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 $ 38,250 2025 51,000 2026 72,250 2027 672,563 2028 8,500 2029 792,625 Thereafter — Total $ 1,635,188 |
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 2024 2023 Contractual interest $ 32,276 $ 29,263 Amortization of debt issuance costs 1,708 1,701 Commitment fee — Revolving Credit Facility 379 368 Total long-term debt-related interest expense $ 34,363 $ 31,332 |
Applicable Margin Based on Leverage Ratio | 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% |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 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 (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) 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 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) |
Transfers and Servicing (Tables
Transfers and Servicing (Tables) | 3 Months Ended |
Mar. 31, 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 2024 2023 Trade receivables sold (1) $ 175,692 $ 139,606 Cash received in exchange for trade receivables sold (2) 174,600 138,829 Loss on sale of receivables (3) 1,092 777 |
Restructuring, Strategic Tran_3
Restructuring, Strategic Transaction and Integration Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring, strategic transaction and integration | $ 16,100 | $ 11,000 |
Restructuring Costs | $ 5,300 | $ 2,700 |
Restructuring, Strategic Tran_4
Restructuring, Strategic Transaction and Integration Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve | $ 5,923 |
Restructuring Charges | 5,360 |
Payments for Restructuring | 2,944 |
Restructuring Reserve, Accrual Adjustment | 41 |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | 20 |
Restructuring Reserve | 3,568 |
Employee Severance [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve | 5,062 |
Restructuring Charges | 5,065 |
Payments for Restructuring | 2,760 |
Restructuring Reserve, Accrual Adjustment | 41 |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | 13 |
Restructuring Reserve | 2,811 |
Facility Closing [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve | 861 |
Restructuring Charges | 295 |
Payments for Restructuring | 184 |
Restructuring Reserve, Accrual Adjustment | 0 |
Restructuring Reserve, Foreign Currency Translation Gain (Loss) | 7 |
Restructuring Reserve | $ 757 |
Strategic Transaction and Integ
Strategic Transaction and Integration (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Strategic Transaction and Integration | $ 10.8 | $ 8.3 |
Restructuring and Related Activ
Restructuring and Related Activities -Smiths Medical Related Party (Details) - SmithsMedical - USD ($) shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2.5 | |
Related Party Transaction, Purchases from Related Party | $ 4,000,000 |
Revenue Disaggregated Revenue b
Revenue Disaggregated Revenue by Product Line (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 566,655 | $ 568,649 |
% Revenue to Medline | 0.17 | 0.15 |
Infusion Consumables [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 244,039 | $ 236,122 |
Infusion Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 157,338 | 161,713 |
Vital Care | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 165,278 | $ 170,814 |
Revenue Disaggregated Revenue_2
Revenue Disaggregated Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 566,655 | $ 568,649 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 366,155 | 359,187 |
EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 98,389 | 98,986 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 51,853 | 58,624 |
Other foreign countries [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 50,258 | $ 51,852 |
Revenue Contract Liabilities (D
Revenue Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Movement in Deferred Revenue [Roll Forward] | ||
Contract with Customer, Liability | $ (42,177) | $ (45,866) |
Contract with Customer, Liability | (43,357) | (47,511) |
Equipment revenue [Member] | ||
Movement in Deferred Revenue [Roll Forward] | ||
Increase (Decrease) in Deferred Revenue | 7,499 | 5,976 |
Deferred Revenue, Additions | (9,340) | (7,236) |
Software revenue [Member] | ||
Movement in Deferred Revenue [Roll Forward] | ||
Increase (Decrease) in Deferred Revenue | 4,677 | 4,108 |
Deferred Revenue, Additions | (5,571) | (5,362) |
Government Grant Revenue | ||
Movement in Deferred Revenue [Roll Forward] | ||
Increase (Decrease) in Deferred Revenue | 515 | 218 |
Deferred Revenue, Additions | 0 | (861) |
Other deferred revenue | ||
Movement in Deferred Revenue [Roll Forward] | ||
Increase (Decrease) in Deferred Revenue | 1,195 | 1,915 |
Deferred Revenue, Additions | $ (155) | $ (403) |
Revenue Deferred Revenue by Arr
Revenue Deferred Revenue by Arrangement (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Short Term | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ (32,752) |
Short Term | Equipment revenue [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | (20,007) |
Short Term | Software revenue [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | (9,923) |
Short Term | Government Grant Revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | (2,064) |
Short Term | Other deferred revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | (758) |
Long Term | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | (10,605) |
Long Term | Equipment revenue [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | (890) |
Long Term | Software revenue [Member] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | (512) |
Long Term | Government Grant Revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | (8,900) |
Long Term | Other deferred revenue | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ (303) |
Leases Text (Details)
Leases Text (Details) | 3 Months Ended |
Mar. 31, 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 |
Lease Cost (Details)
Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating Lease, Cost | $ 5,814 | $ 6,150 |
Finance Lease, Interest Expense | 33 | 29 |
Finance Lease, Right-of-Use Asset, Amortization | 255 | 225 |
Short-term Lease, Cost | 0 | 13 |
Lease, Cost | $ 6,102 | $ 6,417 |
Leases Cash Flow, Operating Act
Leases Cash Flow, Operating Activities, Lessee (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating Lease, Payments | $ 5,884 | $ 6,051 |
Finance Lease, Interest Payment on Liability | 33 | 29 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 252 | 8,979 |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 156 | $ 340 |
Leases Assets and Liabilities,
Leases Assets and Liabilities, Lessee (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Leases [Abstract] | |||
Operating Lease Right-of-Use Asset | $ 64,928 | $ 69,909 | [1] |
Operating Lease, Liability, Current | 18,532 | 20,161 | |
Operating Lease, Liability, Noncurrent | 49,546 | 52,972 | |
Operating Lease, Liability | $ 68,078 | $ 73,133 | |
Operating Lease, Weighted Average Remaining Lease Term | 5 years 6 months | 5 years 7 months 6 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.34% | 4.31% | |
Finance Lease, Right-of-Use Asset | $ 2,576 | $ 2,707 | |
Finance Lease, Liability, Current | 819 | 860 | |
Finance Lease, Liability, Noncurrent | 1,861 | 1,954 | |
Finance Lease, Liability | $ 2,680 | $ 2,814 | |
Finance Lease, Weighted Average Remaining Lease Term | 4 years | 4 years 1 month 6 days | |
Finance Lease, Weighted Average Discount Rate, Percent | 5.02% | 4.93% | |
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Leases Maturity (Details)
Leases Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | $ 18,840 | |
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | 16,283 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 13,619 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 9,828 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 4,819 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 4,731 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 7,817 | |
Lessee, Operating Lease, Liability, Payments, Due | 75,937 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (7,859) | |
Operating Lease, Liability | 68,078 | $ 73,133 |
Finance Lease, Liability, Payments, Remainder of Fiscal Year | 715 | |
Finance Lease, Liability, Payments, Due Next Twelve Months | 796 | |
Finance Lease, Liability, Payments, Due Year Two | 673 | |
Finance Lease, Liability, Payments, Due Year Three | 327 | |
Finance Lease, Liability, Payments, Due Year Four | 203 | |
Finance Lease, Liability, Payments, Due Year Five | 189 | |
Finance Lease, Liability, Payments, Due after Year Five | 47 | |
Finance Lease, Liability, Payment, Due | 2,950 | |
Finance Lease, Liability, Undiscounted Excess Amount | (270) | |
Finance Lease, Liability | $ 2,680 | $ 2,814 |
Net Income Per Share (Details 1
Net Income Per Share (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net Loss | $ (39,471) | $ (9,812) |
Basic (in shares) | 24,222 | 24,014 |
Dilutive securities | 0 | 0 |
Diluted (in shares) | 24,222 | 24,014 |
Basic (in dollars per share) | $ (1.63) | $ (0.41) |
Diluted (in dollars per share) | $ (1.63) | $ (0.41) |
Total anti-dilutive stock options and restricted stock awards | 576 | 379 |
Derivative Financial Instrume_3
Derivative Financial Instruments Foreign Exchange Forward Contracts(Details) | Mar. 31, 2024 USD ($) |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 136,200,000 |
other currencies | |
Derivative [Line Items] | |
Derivative, Notional Amount | 8,000,000 |
Mexico, Pesos | |
Derivative [Line Items] | |
Derivative, Notional Amount | 15,800,000 |
Euro Member Countries, Euro | |
Derivative [Line Items] | |
Derivative, Notional Amount | 28,300,000 |
Japan, Yen | |
Derivative [Line Items] | |
Derivative, Notional Amount | 13,200,000 |
China, Yuan Renminbi | |
Derivative [Line Items] | |
Derivative, Notional Amount | 6,500,000 |
Canada, Dollars | |
Derivative [Line Items] | |
Derivative, Notional Amount | 15,400,000 |
Australia, Dollars | |
Derivative [Line Items] | |
Derivative, Notional Amount | 11,900,000 |
United States of America, Dollars | |
Derivative [Line Items] | |
Derivative, Notional Amount | $ 37,100,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments Interest Rate Swaps (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2022 |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 136,200,000 | |
Interest Rate Swap | Term Loan A | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 236,800,000 | $ 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 | $ 375,000,000 | 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% |
Derivative Financial Instrume_5
Derivative Financial Instruments Derivative Instruments and Hedging Activities - FV of Derivative Instruments Included Within Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 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 | $ 32,018 | $ 29,850 |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | OTHER ASSETS | OTHER ASSETS |
Derivative Asset, Noncurrent | $ 11,391 | $ 5,549 |
Derivative Asset | $ 43,409 | $ 35,399 |
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Derivative Liability, Current | $ 1,983 | $ 2,590 |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Derivative Liability, Noncurrent | $ 0 | $ 240 |
Derivative Liability | 1,983 | 2,830 |
Foreign Exchange Contract | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Current | 8,984 | 6,785 |
Derivative Asset, Noncurrent | 1,055 | 673 |
Derivative Asset | 10,039 | 7,458 |
Derivative Liability, Current | 1,983 | 2,590 |
Derivative Liability, Noncurrent | 0 | 240 |
Derivative Liability | 1,983 | 2,830 |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset, Current | 23,034 | 23,065 |
Derivative Asset, Noncurrent | 10,336 | 4,876 |
Derivative Asset | 33,370 | 27,941 |
Derivative Liability, Current | 0 | 0 |
Derivative Liability, Noncurrent | 0 | 0 |
Derivative Liability | $ 0 | $ 0 |
Derivative Financial Instrume_6
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Other Comprehensive Income (Loss), before Tax | $ 18,333 | $ (133) |
Foreign Exchange Contract | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Other Comprehensive Income (Loss), before Tax | 4,940 | 2,451 |
Interest Rate Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Other Comprehensive Income (Loss), before Tax | $ 13,393 | $ (2,584) |
Derivative Financial Instrume_7
Derivative Financial Instruments Derivative Instruments and Hedging Activities - Amounts Affecting Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | $ 0 | $ 229 |
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | 7,000 | |
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net | 23,900 | |
Cash Flow Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | $ 9,944 | 7,189 |
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 | 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 | $ (700) | 1,922 |
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 | $ (1,280) | (1,500) |
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 | $ (7,964) | $ 7,369 |
Fair Value Measures and Discl_3
Fair Value Measures and Disclosures (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 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 | $ 25,572 | ||
Contingent Consideration, Gross ST | $ 1,000 | ||
Contingent Consideration, Gross LT | $ 1,500 | ||
Ownership requirement for Earnout Payment | 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 | 4,300 | $ 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 | ||
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 |
Fair Value Measures and Discl_4
Fair Value Measures and Disclosures Liabilities Recurring Basis Unobservable Input Reconciliation Roll Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | 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 | $ 25,572 | |||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss) | $ 295 | $ (700) | ||
Currency translation on earn-out | 33 | |||
Smiths Medical & Foreign Infusion Systems Supplier | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
CONTINGENT EARN-OUT LIABILITY | $ 5,786 | $ 24,905 | $ 5,491 |
Fair Value Measures and Discl_5
Fair Value Measures and Disclosures Liability Measurement Inputs (Details) - SmithsMedical | Mar. 31, 2024 | Jan. 06, 2022 |
Measurement Input, Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.4800 | 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 | 0.0464 | 0.0418 |
Fair Value Measures and Discl_6
Fair Value Measures and Disclosures Assets and Liabilities by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Mar. 31, 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 | $ 43,409 | $ 35,900 | |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | Prepaid expenses and other current assets | |
Derivative Asset, Noncurrent, Statement of Financial Position [Extensible Enumeration] | OTHER ASSETS | OTHER ASSETS | |
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities | |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | |
current | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | $ 8,984 | $ 6,785 | |
Interest Rate Derivative Assets, at Fair Value | 23,034 | 23,065 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 1,983 | 2,590 | |
noncurrent | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 1,055 | 673 | |
Interest Rate Derivative Assets, at Fair Value | 10,336 | 4,876 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 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 | 4,286 | 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 | 7,769 | ||
Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 8,984 | 6,785 | |
Interest Rate Derivative Assets, at Fair Value | 23,034 | 23,065 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | current | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | noncurrent | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Corporate Bond Securities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Short-term investment securities | 0 | ||
Fair Value, Inputs, Level 1 [Member] | Earn-out liability [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Short-term investment securities | 0 | ||
Fair Value, Inputs, Level 1 [Member] | ST Earnout Liability | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | 0 | 0 | |
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 | 0 | ||
Fair Value, Inputs, Level 1 [Member] | Liabilities, Total [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | 0 | ||
Financial Liabilities Fair Value Disclosure | 0 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, Fair Value Disclosure | 43,409 | 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 | 8,984 | 6,785 | |
Interest Rate Derivative Assets, at Fair Value | 23,034 | 23,065 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 1,983 | 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 | 1,055 | 673 | |
Interest Rate Derivative Assets, at Fair Value | 10,336 | 4,876 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 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 | 0 | 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 | 0 | 0 | |
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 | 1,983 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Assets, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | current | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | noncurrent | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Interest Rate Derivative Assets, at Fair Value | 0 | 0 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Corporate Bond Securities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Short-term investment securities | 0 | ||
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 | 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 | 4,286 | 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 | $ 5,786 | ||
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Investment Securities Table (De
Investment Securities Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 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 | 0 | ||
Short-term investment securities | $ 501 | ||
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Investment Securities (Details)
Investment Securities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |
Gain (Loss) on Sale of Investments | $ 0 |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Equity Method Investment, Aggregate Cost | $ 3,300 | |
Equity Method Investments | $ 3,104 | $ 3,120 |
Non Public Company | ||
Equity Securities without Readily Determinable Fair Value [Line Items] | ||
Equity Method Investment, Ownership Percentage | 20% |
Prepaids and Other Current As_3
Prepaids and Other Current Assets Prepaids and Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Prepaid Expense and Other Assets [Abstract] | |||
Other Prepaid Expense, Current | $ 20,819 | $ 17,833 | |
Prepaid vendor expenses | 1,152 | 1,309 | |
Deferred Costs and Other Assets | 4,046 | 1,668 | |
Prepaid insurance and property taxes | 10,099 | 9,547 | |
Prepaid Taxes | 2,995 | 2,748 | |
Deferred tax charge | 5,822 | 5,822 | |
Deposit Assets | 1,185 | 1,196 | |
Other Assets, Current | 4,500 | 3,667 | |
Prepaid expenses and other current assets | 82,636 | 73,640 | [1] |
Prepaid Expenses and Other Current Assets [Member] | |||
Derivative [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 8,984 | 6,785 | |
Interest Rate Derivative Assets, at Fair Value | $ 23,034 | $ 23,065 | |
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Other Assets Noncurrent(Details
Other Assets Noncurrent(Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative [Line Items] | |||
Derivative Asset, Noncurrent | $ 11,391 | $ 5,549 | |
Lessor, Operating Lease, Payments to be Received | 27,376 | 30,627 | |
Spare parts | 47,409 | 46,496 | |
Equity Method Investments | 3,104 | 3,120 | |
Debt Issuance Costs, Noncurrent, Net | 3,008 | 3,439 | |
Finance Lease, Right-of-Use Asset | 2,576 | 2,707 | |
Derivative Asset, Noncurrent | 11,391 | 5,549 | |
Other Assets, Miscellaneous, Noncurrent | 2,842 | 2,755 | |
OTHER ASSETS | 96,651 | 94,020 | [1] |
Interest Rate Swap | |||
Derivative [Line Items] | |||
Derivative Asset, Noncurrent | 10,336 | 4,876 | |
Derivative Asset, Noncurrent | $ 10,336 | $ 4,876 | |
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |||
Inventory, Raw Materials, Net of Reserves | $ 285,061 | $ 296,037 | |
Inventory, Work in Process, Net of Reserves | 86,441 | 58,906 | |
Inventory, Finished Goods, Net of Reserves | 321,504 | 354,417 | |
Total | $ 693,006 | $ 709,360 | [1] |
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |||
Machinery and Equipment, Gross | $ 493,147 | $ 483,382 | |
Land, building and building improvements, Gross | 284,287 | 278,251 | |
Molds, Gross | 90,754 | 89,573 | |
Computer equipment and software, Gross | 125,150 | 122,038 | |
Furniture and Fixtures, Gross | 30,578 | 30,662 | |
Instruments placed with customers, Gross | 117,844 | 115,672 | |
Construction in Progress, Gross | 105,287 | 117,219 | |
Total property and equipment, cost | 1,247,047 | 1,236,797 | |
Accumulated depreciation | (644,430) | (623,888) | |
Net property and equipment | $ 602,617 | $ 612,909 | [1] |
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Property and Equipment Text (De
Property and Equipment Text (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 22.4 | $ 23.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets Goodwill Table (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | [1] | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
GOODWILL | $ 1,459,368 | $ 1,472,446 | |
Goodwill, Foreign Currency Translation Gain (Loss) | $ (13,078) | ||
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets Intangibles Table (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 1,214,955 | $ 1,218,889 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 418,329 | 386,621 | |
Finite-Lived Intangible Assets, Net | 796,626 | 832,268 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 40,278 | 38,320 | |
Intangible Assets, Gross (Excluding Goodwill) | 1,255,233 | 1,257,209 | |
INTANGIBLE ASSETS, net | $ 836,904 | $ 870,588 | [1] |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 34,257 | $ 33,261 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 21,188 | 20,637 | |
Finite-Lived Intangible Assets, Net | $ 13,069 | $ 12,624 | |
Customer Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 12 years | 12 years | |
Finite-Lived Intangible Assets, Gross | $ 9,891 | $ 10,018 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 6,792 | 6,755 | |
Finite-Lived Intangible Assets, Net | $ 3,099 | $ 3,263 | |
Customer-Related Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 8 years | 8 years | |
Finite-Lived Intangible Assets, Gross | $ 550,922 | $ 554,982 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 187,090 | 171,279 | |
Finite-Lived Intangible Assets, Net | $ 363,832 | $ 383,703 | |
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 1 year | 1 year | |
Finite-Lived Intangible Assets, Gross | $ 5,425 | $ 5,425 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 5,425 | 5,425 | |
Finite-Lived Intangible Assets, Net | $ 0 | $ 0 | |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years | |
Finite-Lived Intangible Assets, Gross | $ 18,245 | $ 18,251 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 7,457 | 7,162 | |
Finite-Lived Intangible Assets, Net | $ 10,788 | $ 11,089 | |
Developed Technology Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 587,115 | $ 587,852 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 182,377 | 167,913 | |
Finite-Lived Intangible Assets, Net | $ 404,738 | $ 419,939 | |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | |
Finite-Lived Intangible Assets, Gross | $ 9,100 | $ 9,100 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 8,000 | 7,450 | |
Finite-Lived Intangible Assets, Net | $ 1,100 | $ 1,650 | |
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets Text (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 33,100,000 | $ 32,300,000 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets 5-Year Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 98,985 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 124,715 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 123,950 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 113,873 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 113,275 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 110,189 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 111,639 | |
Finite-Lived Intangible Assets, Net | $ 796,626 | $ 832,268 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Accrued Liabilities [Abstract] | |||
Salaries and benefits | $ 56,118 | $ 52,250 | |
Incentive compensation | 25,123 | 37,992 | |
Operating Lease, Liability, Current | 18,532 | 20,161 | |
Sales taxes | 5,295 | 6,748 | |
Restructuring accrual | 5,923 | 3,568 | |
UnfavorablecontractliabilityST | 32,752 | 31,640 | |
Accrued other taxes | 3,399 | 3,024 | |
Accrued Professional Fees | 2,736 | 2,803 | |
Accrued liability Italy payment scheme | 23,227 | 23,176 | |
Legal accrual | 2,309 | 1,874 | |
Distribution Fees | 12,407 | 13,049 | |
Warranties and returns | 3,638 | 3,682 | |
Field service corrective action | 22,641 | 30,281 | |
Accrued freight | 14,916 | 17,215 | |
Derivative Liability, Current | 1,983 | 2,590 | |
Accrued audit fees | 4,143 | 5,492 | |
Liability, Defined Benefit Plan, Current | 3,394 | 2,575 | |
Interest Payable | 1,413 | 1,431 | |
Other | 7,947 | 8,664 | |
Accrued liabilities | 247,896 | 268,215 | [1] |
Derivative [Line Items] | |||
Derivative Liability, Current | 1,983 | 2,590 | |
Product Liability Contingency [Line Items] | |||
Product Liability Accrual, Component Amount | 54,800 | ||
Foreign Exchange | |||
Accrued Liabilities [Abstract] | |||
Derivative Liability, Current | 1,983 | 2,590 | |
Derivative [Line Items] | |||
Derivative Liability, Current | $ 1,983 | $ 2,590 | |
[1]December 31, 2023 balances were derived from audited consolidated financial statements. |
Accrued Liabilities Long-term l
Accrued Liabilities Long-term liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Liabilities [Abstract] | ||
Operating Lease, Liability, Noncurrent | $ 49,546 | $ 52,972 |
Accrued Employee Benefits | 4,124 | 4,207 |
Accrued Rent | 781 | 841 |
Finance Lease, Liability, Noncurrent | 1,861 | 1,954 |
Contract with Customer, Liability, Noncurrent | 10,605 | 10,585 |
Other Accrued Liabilities, Noncurrent | 3,504 | 3,882 |
OTHER LONG-TERM LIABILITIES | 102,594 | 100,497 |
Product Liability Contingency [Line Items] | ||
Product Liability Accrual, Component Amount | 54,800 | |
Long Term | ||
Product Liability Contingency [Line Items] | ||
Product Liability Accrual, Component Amount | $ 32,173 | $ 26,056 |
Income Taxes Effective tax rate
Income Taxes Effective tax rate (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Change in fair value of contingent earn-out | $ 295 | $ (700) |
Share-based Payment Arrangement, Expense, Tax Benefit | 2,300 | $ 700 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 10,100 | |
Effective Income Tax Rate | (7.00%) | 27% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Long-Term Obligations (Details)
Long-Term Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
TotalSeniorSecuredCreditFacility | $ 2,200,000 | |
Long-term Debt, Gross | 1,635,188 | |
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 | 802,188 | $ 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 | 833,000 | $ 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 |
Long-Term Obligations Interest
Long-Term Obligations Interest Rate Terms (Details) | 3 Months Ended |
Mar. 31, 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 |
Long-Term Obligations Table (De
Long-Term Obligations Table (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,635,188,000 | |
Line of Credit Facility, Fair Value of Amount Outstanding | 0 | $ 0 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | (17,890,000) | (19,168,000) |
Debt, Long-term and Short-term, Combined Amount | 1,617,298,000 | 1,628,770,000 |
Debt, Current | 51,000,000 | 51,000,000 |
Long-term Debt | 1,566,298,000 | $ 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% | 0% |
Term Loan A | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 802,188,000 | $ 812,813,000 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 8,500,000 | |
Debt Instrument, Interest Rate During Period | 8.24% | 7.67% |
Term Loan B | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 833,000,000 | $ 835,125,000 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 9,400,000 | |
Debt Instrument, Interest Rate During Period | 8.60% | 8% |
Long-Term Obligations Schedule
Long-Term Obligations Schedule of Maturities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
LOng-Term Obligations Disclosure [Abstract] | |
Long-Term Debt, Maturity, Remainder of Fiscal Year | $ 38,250 |
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 | $ 1,635,188 |
Long-Term Obligations Interes_2
Long-Term Obligations Interest Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Interest Expense, Debt, Excluding Amortization | $ 32,276,000 | $ 29,263,000 |
Amortization of Debt Issuance Costs and Discounts | 1,708,000 | 1,701,000 |
Line of Credit Facility, Commitment Fee Amount | 379,000 | 368,000 |
Interest Expense, Debt | $ 34,363,000 | $ 31,332,000 |
Long-Term Obligations Principal
Long-Term Obligations Principal Payment (Details) | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
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 | $ 12,800,000 | $ 7,400,000 |
Commitments and Contingencies C
Commitments and Contingencies Contingency (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 06, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent Consideration, Gross ST | $ 1,000 | ||
Contingent Consideration, Gross LT | 1,500 | ||
Product Liability Accrual, Component Amount | 54,800 | ||
Loss Contingency Accrual, Provision | 400 | $ 2,800 | |
SmithsMedical | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
contingent consideration gross | 100,000 | ||
Business Combination, Contingent Consideration, Liability | 4,300 | $ 53,500 | |
Product Liability Accrual, Component Amount | 52,300 | $ 55,100 | |
Foreign Infusion System Supplier | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
contingent consideration gross | 2,500 | ||
Business Combination, Contingent Consideration, Liability | 1,500 | ||
International Distributor | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
contingent consideration gross | $ 6,000 |
Equity (Details)
Equity (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) shares | |
Equity [Abstract] | ||
Treasury Stock Purchase Plan | $ 100,000 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 100,000 | |
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | shares | 110,119 | 52,764 |
Payment, Tax Withholding, Share-based Payment Arrangement | $ 11,400 | $ 8,425 |
Smiths Group Ownership % Acquisition Shares Issued | 0.105 | |
Smiths Group Ownership % Required for Board Representation | 0.050 |
Equity Accumulated Other Compre
Equity Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | $ (69,538) | $ (61,603) | $ (53,081) | [1] | $ (80,978) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (8,909) | 24,839 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (7,548) | (5,464) | |||
Other Comprehensive income (loss), net of Tax | (16,457) | 19,375 | |||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | (99,601) | (97,990) | (76,784) | (122,973) | |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (22,817) | 24,983 | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | 0 | |||
Other Comprehensive income (loss), net of Tax | (22,817) | 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 | 28,244 | 35,202 | 21,884 | 40,779 | |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 13,908 | (113) | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (7,548) | (5,464) | |||
Other Comprehensive income (loss), net of Tax | 6,360 | (5,577) | |||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated other comprehensive loss | 1,819 | 1,185 | $ 1,819 | $ 1,216 | |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 0 | (31) | |||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | 0 | |||
Other Comprehensive income (loss), net of Tax | $ (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. |
Transfers and Servicing (Detail
Transfers and Servicing (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Transfers and Servicing [Abstract] | |||
Financing Receivable, Revolving | $ 150,000,000 | ||
Trade receivables sold | 175,692,000 | $ 139,606,000 | |
Cash received in exchange for trade receivables sold | 174,600,000 | 138,829,000 | |
Loss on Sale of Accounts Receivable | 1,092,000 | $ 777,000 | |
Trade receivables derecognized, remaining to be collected | $ 63,000,000 | $ 75,900,000 |
Uncategorized Items - icui-2024
Label | Element | Value |
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | $ 8,425,000 |
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 11,400,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 2,067,830,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 2,100,399,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 2,089,928,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 171,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 150,000 |
Net Income (Loss) | us-gaap_NetIncomeLoss | (39,471,000) |
Net Income (Loss) | us-gaap_NetIncomeLoss | (9,812,000) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax | 19,379,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax | (16,457,000) |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 9,158,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 11,598,000 |
Treasury Stock, Common [Member] | ||
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 8,425,000 |
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 11,400,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | (243,000) |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | (4,692,000) |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | (8,006,000) |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 662,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 6,970,000 |
Retained Earnings [Member] | ||
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 827,689,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 837,501,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 768,375,000 |
Net Income (Loss) | us-gaap_NetIncomeLoss | (9,812,000) |
Net Income (Loss) | us-gaap_NetIncomeLoss | (39,471,000) |
AOCI Attributable to Parent [Member] | ||
Equity, Attributable to Parent | us-gaap_StockholdersEquity | (61,603,000) |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | (80,978,000) |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | (69,538,000) |
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | 19,375,000 |
Other Comprehensive Income (Loss), Net of Tax | us-gaap_OtherComprehensiveIncomeLossNetOfTax | (16,457,000) |
Additional Paid-in Capital [Member] | ||
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 1,339,908,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 1,331,249,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 1,371,244,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | (6,847,000) |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | (503,000) |
Adjustments to Additional Paid in Capital, Other | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | 0 |
Adjustments to Additional Paid in Capital, Other | us-gaap_AdjustmentsToAdditionalPaidInCapitalOther | 4,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 11,598,000 |
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | $ 9,158,000 |
Common Stock Shares [Member] | ||
Common Stock, Shares, Issued | us-gaap_CommonStockSharesIssued | 24,412,000 |
Common Stock, Shares, Issued | us-gaap_CommonStockSharesIssued | 23,995,000 |
Common Stock, Shares, Issued | us-gaap_CommonStockSharesIssued | 24,114,000 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 172,000 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 378,000 |
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | us-gaap_SharesPaidForTaxWithholdingForShareBasedCompensation | 53,000 |
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | us-gaap_SharesPaidForTaxWithholdingForShareBasedCompensation | 110,000 |
Common Stock [Member] | ||
Equity, Attributable to Parent | us-gaap_StockholdersEquity | $ 2,411,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 2,441,000 |
Equity, Attributable to Parent | us-gaap_StockholdersEquity | 2,399,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 27,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 12,000 |