Business Combination and Asset Acquisition (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Final Price Allocation

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


Cash consideration for acquired assets	$	1,922,955
Fair value of contingent consideration payable to Smiths	53,520

Issuance of ICU Medical, Inc. common shares:
Number of shares issued to Smiths	2,500
Price per share (ICU's opening market price on the acquisition date)	$	230.39
Fair value of ICU shares issued to Smiths	$	575,975
Total Consideration	$	2,552,450

Purchase Price Allocation
Cash and cash equivalents	$	78,791
Accounts receivables	106,132
Inventories	228,919
Prepaid expenses and other current assets	53,554
Property, plant and equipment	206,333
Operating lease right-of-use assets	55,161
Intangible assets(1)	945,000

Other assets	379
Accounts payable	(105,291)
Accrued liabilities(2)	(173,151)
Income tax payable	(40,312)
Other long-term liabilities	(85,490)
Deferred income taxes	(187,455)
Total identifiable net assets acquired	$	1,082,570
Goodwill - not tax deductible	1,469,880
Purchase Consideration	$	2,552,450

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(1) Identifiable intangible assets included $510.0 million of customer relationships, $400.0 million of developed technology, $30.0 million of internally developed software, and $5.0 million of trade mark. The estimated weighted-average amortization period for the total identifiable intangible assets is approximately nine years, and, for each identifiable intangible asset is estimated as follows: eight years for customer relationships, ten years for developed technology, five years for internally developed software, and six months for the trademark.

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

Business Acquisition, Pro Forma Information

The following unaudited pro forma financial information presents the combined results of operations of ICU and Smiths Medical as if the acquisition had occurred on January 1, 2021. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on the date indicated or of results that may occur in the future.


	Twelve months ended December 31,
(In thousands)	2022
Revenues	$	2,300,371
Net (Loss) Income	$	(70,286)