v3.25.1
Fair Value Measures and Disclosures (Notes)
 3 Months Ended
Mar. 31, 2025
Fair Value Disclosures [Abstract]  
Fair Value Disclosures Fair Value Measurements
 
    Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value:

•Level 1: quoted prices in active markets for identical assets or liabilities;
•Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
•Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.

Contingent Earn-out Liabilities

In 2022, we acquired Smiths Medical with a combination of cash consideration and share consideration issued at closing. Total consideration for the acquisition included a potential earn-out payment of $100.0 million in cash contingent on our common stock achieving a certain volume-weighted average price (the "Price Targets") from the closing date to either the third or fourth anniversary of closing and provided Smiths beneficially owns at least 50.0% of the shares of common stock issued at closing at the time the Price Target is achieved. During the period ending March 31, 2024, the change in fair market value of the earn-out was $0.3 million and is included in income from operations in a separate line. During July 2024, Smiths sold 1.2 million common shares of ICU Medical, Inc. The sale of shares when combined with other sales in prior periods renders Smiths unable to achieve the contingent consideration based on certain price targets during the third and fourth anniversary of closing as Smiths no longer meets the required minimum beneficial ownership percentage. Accordingly, the valuation of the contingent earn-out liability as of December 31, 2024 was zero.

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

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 ended 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 earn-out measurement period ended. The fair value of the contingent earn-out was determined to be $3.4 million and was paid out in the first quarter of 2024.

    
Foreign Exchange Contracts and Interest Rate Contracts    

    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, 2025
 Total carrying
value		Quoted prices
in active
markets for
identical
assets (level 1)		Significant
other
observable
inputs (level 2)		Significant
unobservable
inputs (level 3)
Assets:
Foreign exchange contracts:
Prepaid expenses and other current assets$3,560 $— $3,560 $— 
Interest rate contracts:
Prepaid expenses and other current assets8,403 — 8,403 — 
Other assets512 — 512 — 
Total Assets$12,475 $— $12,475 $— 
Liabilities:
Foreign exchange contracts:
Accrued liabilities4,335 — 4,335 — 
Total Liabilities$4,335 $— $4,335 $— 
 
Fair value measurements as of December 31, 2024
 Total carrying
value		Quoted prices
in active
markets for
identical
assets (level 1)		Significant
other
observable
inputs (level 2)		Significant
unobservable
inputs (level 3)
Assets:
Foreign exchange forwards:
Prepaid expenses and other current assets6,716 — 6,716 — 
Interest rate contracts:
Prepaid expenses and other current assets11,038 — 11,038 — 
Other assets5,724 — 5,724 — 
Total Assets$23,478 $— $23,478 $— 
Liabilities:
Foreign exchange contracts:
Accrued liabilities7,391 — 7,391— 
Total Liabilities$7,391 $— $7,391 $—