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General and Summary of Significant Accounting Policies | 12 Months Ended
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Dec. 31, 2023
Accounting Policies [Abstract] |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of Operations ICU Medical, Inc. ("ICU" or "we"), a Delaware corporation, develops, manufactures and sells 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. All significant operating decisions are based on analysis of ICU as a single global business, accordingly, we operate in one business segment. 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. Basis of Presentation All subsidiaries are wholly owned and are included in the consolidated financial statements. All intercompany accounts and transactions have been eliminated. Results of operations of companies purchased are included from the dates of acquisition. The consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. These consolidated financial statements were prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). Certain reclassifications have been made to the prior year footnotes to conform to the presentation used in the current year. In the statements of operations, we reclassified interest income to interest expense, net from other expense, net and in Note 4: Revenues, certain reclassifications were made to revenues disaggregated by product line and by geography. These reclassifications had no impact on total revenues, net loss, shareholder's equity or cash flows as previously reported. Use of Estimates Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. Accounts Receivable Accounts receivable are stated at net realizable value. An allowance is provided for estimated collection losses based on an assessment of various factors. We consider prior payment trends, the age of the accounts receivable balances, the financial status of our customers and other factors to estimate the cash which ultimately will be received. Such amounts cannot be known with certainty at the financial statement date. We regularly review individual past due balances for collectability. 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 December 31,
| 2023 |  | 2022
Raw materials | $ | 296,037 |  |  | $ | 286,964 |
Work in process | 58,906 |  |  | 73,795 |
Finished goods | 354,417 |  |  | 335,250 |
Total | $ | 709,360 |  |  | $ | 696,009 |
Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands):
| As of December 31,
| 2023 |  | 2022
Machinery and equipment | $ | 483,382 |  |  | $ | 414,811 |
Land, building and building improvements | 278,251 |  |  | 274,063 |
Molds | 89,573 |  |  | 77,203 |
Computer equipment and software | 122,038 |  |  | 115,214 |
Furniture and fixtures | 30,662 |  |  | 29,876 |
Instruments placed with customers(1) | 115,672 |  |  | 98,481 |
Construction in progress | 117,219 |  |  | 152,909 |
Total property, plant and equipment, cost | 1,236,797 |  |  | 1,162,557 |
Accumulated depreciation | (623,888) |  |  | (526,444) |
Property, plant and equipment, net | $ | 612,909 |  |  | $ | 636,113 |
_______________________________ (1) Instruments placed with customers consist of drug-delivery and monitoring systems placed with customers under operating leases. All property, plant and equipment are stated at cost. We use the straight-line method for depreciating property, plant and equipment over their estimated useful lives. Estimated useful lives are:
Buildings | 15 - 30 years
Building improvements | 15 - 30 years
Machinery and equipment and molds | 2 - 15 years
Furniture, fixtures and office equipment | 2 - 5 years
Computer equipment and software | 3 - 5 years
Instruments placed with customers | 3 - 10 years
We capitalize expenditures that materially increase the life of the related assets; maintenance and repairs are expensed as incurred. The costs and related accumulated depreciation applicable to property, plant and equipment sold or retired are removed from the accounts and any gain or loss is reflected in the statements of operations at the time of disposal. Depreciation expense was $96.7 million, $95.8 million and $65.9 million in 2023, 2022 and 2021, respectively. Goodwill We test goodwill for impairment on an annual basis in the month of November, or more frequently if an event occurs or circumstances change that would indicate that impairment may exist. In 2023, we bypassed a qualitative assessment and performed a quantitative assessment to determine whether an impairment exists. We determine the fair value of our reporting unit using the income approach and market approach to valuation, as well as other generally accepted valuation methodologies. The income approach utilizes a discounted cash flow analysis using management's assumptions. The market approach compares our reporting unit to similar companies with the assumption that companies operating in the same industry will share similar characteristics and that company values will correlate to those characteristics. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, we recognize an impairment loss equal to the difference between the carrying amount and the estimated fair value of the reporting unit. We concluded that there was no impairment of goodwill during fiscal 2023, 2022, or 2021. The following table presents the changes in the carrying amount of our goodwill for 2023, 2022 and 2021 (in thousands):
|  | Total
Balance as of January 1, 2021 |  | $ | 33,001 |
Goodwill acquired(1) |  | 10,626 |
Other |  | (188) |
Balance as of December 31, 2021 |  | 43,439 |
Goodwill(2) |  | 1,469,880 |
Other(3) |  | (7,128) |
Disposition(4) |  | (650) |
Currency translation |  | (56,283) |
Balance as of December 31, 2022 |  | 1,449,258 |
Currency translation |  | 23,188 |
Balance as of December 31, 2023 |  | $ | 1,472,446 |
_______________________________ (1) In 2021, we acquired a small foreign infusion systems supplier, which resulted in $10.6 million of goodwill. (2) Relates to Smiths Medical acquired on January 6, 2022 (see Note 2: Acquisitions). (3) Reflects a measurement period adjustment related to the 2021 acquisition of a small foreign infusion systems supplier. (4) Relates to the sale of a certain line of infusion products in China. Intangible Assets 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 |  | December 31, 2023
|  |  | Cost |  | Accumulated Amortization |  | Net
Patents |  | 10 |  | $ | 33,261 |  |  | $ | 20,637 |  |  | $ | 12,624 |
Customer contracts |  | 12 |  | 10,018 |  |  | 6,755 |  |  | 3,263 |
Non-contractual customer relationships |  | 8 |  | 554,982 |  |  | 171,279 |  |  | 383,703 |
Trademarks |  | 1 |  | 5,425 |  |  | 5,425 |  |  | — |
Trade name |  | 15 |  | 18,251 |  |  | 7,162 |  |  | 11,089 |
Developed technology |  | 10 |  | 587,852 |  |  | 167,913 |  |  | 419,939 |
Non-compete |  | 3 |  | 9,100 |  |  | 7,450 |  |  | 1,650 |
Total amortized intangible assets |  |  |  | $ | 1,218,889 |  |  | $ | 386,621 |  |  | $ | 832,268 |
Internally developed software* |  |  |  | $ | 38,320 |  |  |  |  | $ | 38,320 |
Total intangible assets |  |  |  | $ | 1,257,209 |  |  | $ | 386,621 |  |  | $ | 870,588 |
_______________________________ * 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, 2022
|  |  | Cost |  | Accumulated Amortization |  | Net
Patents |  | 10 |  | $ | 29,998 |  |  | $ | 18,610 |  |  | $ | 11,388 |
Customer contracts |  | 12 |  | 10,026 |  |  | 6,443 |  |  | 3,583 |
Non-contractual customer relationships |  | 8 |  | 546,935 |  |  | 101,556 |  |  | 445,379 |
Trademarks |  | 1 |  | 5,425 |  |  | 5,425 |  |  | — |
Trade name |  | 15 |  | 18,251 |  |  | 5,959 |  |  | 12,292 |
Developed technology |  | 10 |  | 583,176 |  |  | 108,708 |  |  | 474,468 |
Non-compete |  | 3 |  | 9,100 |  |  | 5,250 |  |  | 3,850 |
Total amortized intangible assets |  |  |  | $ | 1,202,911 |  |  | $ | 251,951 |  |  | $ | 950,960 |
Internally developed software* |  |  |  | $ | 31,806 |  |  |  |  | $ | 31,806 |
Total intangible assets |  |  |  | $ | 1,234,717 |  |  | $ | 251,951 |  |  | $ | 982,766 |
_______________________________ * Internally developed software will be amortized when the projects are complete and the assets are ready for their intended use. Amortization expense was $132.1 million, $139.4 million and $23.8 million in 2023, 2022 and 2021, respectively. As of December 31, 2023, estimated annual amortization for our intangible assets for each of the next five years is approximately (in thousands):
2024 |  | $ | 132,623 |
2025 |  | 125,149 |
2026 |  | 124,396 |
2027 |  | 114,308 |
2028 |  | 113,710 |
Thereafter |  | 222,082 |
Total |  | $ | 832,268 |
Our intangible assets that are not subject to amortization are reviewed annually for impairment or more often if there are indications of possible impairment. We perform our annual intangible assets impairment test in November of each year. We did not have any intangible asset impairments in 2023, 2022 or 2021. Long-Lived Assets We periodically evaluate the recoverability of long-lived assets whenever events and changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. When indicators of impairment are present, the carrying values of the assets are evaluated in relation to the operating performance and future undiscounted cash flows of the underlying business. The net book value of the underlying asset is adjusted to fair value if the sum of the expected discounted cash flows is less than book value. Fair values are based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows and discount rates, reflecting varying degrees of perceived risk. We did not have any long-lived asset impairments in 2023, 2022 or 2021. Investment Securities Short-term investments, exclusive of cash equivalents, are marketable securities intended to be sold within one year and may include trading securities, available-for-sale securities, and held-to-maturity securities (if maturing within one year at the time of acquisition). Long-term investments are marketable securities intended to be sold after one year and may include trading securities, available-for-sale securities, and held-to-maturity securities. Investments in Available-for-sale Securities Our investment securities are considered available-for-sale and consist of corporate bonds, U.S. treasury securities, and government bonds. These securities are considered “investment grade” and are carried at fair value. 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 carrying value 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 or 2022. The amortized cost of the debt securities and U.S treasury securities is adjusted for the amortization of premiums computed under the effective interest method. Such amortization is included in interest (expense) income, net in the consolidated statements of operations. 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. The scheduled maturities of our current debt securities are in 2024. All short-term investment securities are callable within one year. Our short-term and long-term investments in available-for-sale securities consist of the following (in thousands):
| As of December 31, 2023
| Amortized Cost |  | Unrealized Holding Gains (Losses) |  | Fair Value
Short-term corporate bonds | $ | 501 |  |  | $ | — |  |  | $ | 501 |
Short-term U.S. treasury securities | — |  |  | — |  |  | — |
Short-term government bonds | — |  |  | — |  |  | — |
Total short-term investment securities | 501 |  |  | — |  |  | 501 |
Long-term corporate bonds | — |  |  | — |  |  | — |
Total investment securities | $ | 501 |  |  | $ | — |  |  | $ | 501 |
| As of December 31, 2022
| Amortized Cost |  | Unrealized Holding Gains (Losses) |  | Fair Value
Short-term corporate bonds | $ | 2,314 |  |  | $ | — |  |  | $ | 2,314 |
Short-term U.S. treasury securities | 1,412 |  |  | — |  |  | 1,412 |
Short-term government bonds | 498 |  |  | — |  |  | 498 |
Total short-term investment securities | 4,224 |  |  | — |  |  | 4,224 |
Long-term corporate bonds | 516 |  |  | — |  |  | 516 |
Total investment securities | $ | 4,740 |  |  | $ | — |  |  | $ | 4,740 |
Investments in Non-Marketable Equity Securities During the third quarter of 2021, we acquired approximately a 20.0% 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 expense, net in our consolidated statements of operations. The carrying value of our equity method investment is reported in other assets on the consolidated balance sheets. 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. During 2023 and 2022, there were no indications that our non-marketable equity method investment was impaired. Our recorded share of the investee's loss was not material for the years ended December 31, 2023 and 2022. We did not receive any dividend distributions from this investment during 2023 and 2022. Our non-marketable equity method investment consists of the following (in thousands):
| As of December 31,
| 2023 |  | 2022
Equity method investment | $ | 3,120 |  |  | $ | 3,178 |
Investments in non-marketable debt securities In 2022, we received $19.0 million in proceeds from a promissory note related to an acquired investment as part of the Smiths Medical acquisition. Income Taxes Deferred taxes are determined based on the differences between the financial statements and the tax bases using rates as enacted in the laws. A valuation allowance is established if it is “more likely than not” that all or a portion of the deferred tax assets will not be realized. We recognize interest and penalties related to unrecognized tax benefits in the tax provision. We recognize liabilities for uncertain tax positions when it is more likely than not that a tax position will not be sustained upon examination and settlement with various taxing authorities. Liabilities for uncertain tax positions are measured based upon the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We have accrued for interest and penalties of $2.9 million and $2.0 million, respectively, as of December 31, 2023 and $2.2 million and $2.3 million, respectively, as of December 31, 2022. Foreign Currency Generally, the functional currency of our international subsidiaries is the local currency. Generally, we translate the financial statements of these subsidiaries to U.S. dollars at the exchange rate in effect at the balance sheet date and revenues and expenses are translated at the average monthly exchange rates during the year. Certain of our international subsidiaries consolidate first with another subsidiary that utilizes a functional currency other than U.S. dollars. In those cases, we follow a step by step translation process utilizing the same sequence as the consolidation process. Translation adjustments are recorded as a component of accumulated other comprehensive loss, a separate component of stockholders' equity on our consolidated balance sheets and the effect of exchange rate changes on cash and cash equivalents are reflected on our consolidated statements of cash flows. Gains and losses for transactions denominated in a currency other than the functional currency of the entity are included in our consolidated statements of operations in other expense, net (see Other expense, net table below). Foreign currency transaction losses (gains), net were $5.9 million, $5.8 million and $1.0 million in 2023, 2022 and 2021, respectively. Revenue Recognition We recognize revenues when we transfer control of promised goods to our customers, which for the majority of our sales of products sold on a standalone basis to our distributors and end customers for direct sales, is deemed 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 we record 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 selling price, and recognize revenue over the period the warranty service is provided. Arrangements with Multiple Deliverables In certain circumstances, we enter into arrangements in which we provide multiple deliverables to our customers. These bundled arrangements typically consist of the sale of infusion systems equipment, along with annual software licenses and related software implementation services, software maintenance services and extended warranties. Our most significant judgments related to these arrangements are (i) identifying the various performance obligations and (ii) 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 related to the bundled equipment, software and software implementation services are typically combined into a single performance obligation and recognized upon implementation. As annual software licenses are renewed, we recognize revenue for the license at a point in time, at the start of each annual renewal period. The transaction price allocated to the extended service-type warranty is recognized as revenue over the period the warranty service is provided. Consumables and solutions are separate performance obligations, recognized at a point in time. Shipping Costs Costs to ship finished goods to our customers are included in cost of goods sold on the consolidated statements of operations. Post-retirement and Post-employment Benefits We sponsor a Section 401(k) retirement plan ("plan") for employees. Our contributions to our 401(k) plan were approximately $19.2 million, $14.6 million and $11.0 million in 2023, 2022 and 2021, respectively. We also have post-retirement and post-employment obligations related to employees located in certain international countries. These obligations are immaterial to our financial statements taken as a whole. Research and Development The majority of our research and development costs are expensed as incurred. In certain circumstances when an asset will have an alternative future use we capitalize the costs related to those assets. Research and development costs include salaries and related benefits, consulting fees, production supplies, samples, travel costs, utilities and other miscellaneous administrative costs. Interest (expense) income, net The following table presents interest (expense) income, net (in thousands):
| As of December 31,
| 2023 |  | 2022 |  | 2021
Interest expense | $ | (102,727) |  |  | $ | (70,805) |  |  | $ | (858) |
Interest income | 7,508 |  |  | 4,430 |  |  | 2,840 |
Interest (expense) income, net | $ | (95,219) |  |  | $ | (66,375) |  |  | $ | 1,982 |
Other expense, net The following table presents other expense, net (in thousands):
| As of December 31,
| 2023 |  | 2022 |  | 2021
Foreign exchange losses, net | $ | (5,918) |  |  | $ | (5,780) |  |  | $ | (1,017) |
Loss on disposition of assets | (153) |  |  | (2,554) |  |  | (1,651) |
Other miscellaneous income, net | 166 |  |  | 3,198 |  |  | 627 |
Other expense, net | $ | (5,905) |  |  | $ | (5,136) |  |  | $ | (2,041) |
The foreign exchange losses in 2023 were primarily related to the devaluation of the Argentine peso. In 2023, other miscellaneous income, net primarily includes $3.7 million in fees related to our accounts receivable purchase program (see Note 17: Accounts Receivable Purchase Program) mostly offset by a business interruption gain. We received total insurance recoveries for property damage and business interruption of $3.1 million, $2.6 million of which was related to insurance proceeds for business interruption included within other miscellaneous income, net. In 2022, other miscellaneous income, net primarily relates to sale of certain other assets. Net (Loss) Income Per Share Basic net (loss) earnings per share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding for the period. Diluted net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding plus any dilutive potential securities. Dilutive potential 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 that are anti-dilutive, where their exercise price exceeds the average market price of the common stock, are not included in the treasury stock method calculation. Restricted stock units that are anti-dilutive are not included in the treasury stock method. Due to the net loss for the years ended December 31, 2023 and 2022 the inclusion of any potential securities is antidilutive, accordingly, basic and diluted net loss per share is the same for this period. There were 12,354 anti-dilutive shares in 2021. The following table presents the calculation of net earnings per common share (“EPS”) — basic and diluted (in thousands, except per share data):
|  | Year ended December 31,
|  | 2023 |  | 2022 |  | 2021
Net (loss) income |  | $ | (29,655) |  |  | $ | (74,286) |  |  | $ | 103,135 |
Weighted-average number of common shares outstanding (basic) |  | 24,091 |  |  | 23,868 |  |  | 21,206 |
Dilutive securities |  | — |  |  | — |  |  | 575 |
Weighted-average common and common equivalent shares outstanding (diluted) |  | 24,091 |  |  | 23,868 |  |  | 21,781 |
EPS — basic |  | $ | (1.23) |  |  | $ | (3.11) |  |  | $ | 4.86 |
EPS — diluted |  | $ | (1.23) |  |  | $ | (3.11) |  |  | $ | 4.74 |
New Accounting Pronouncements Recently Issued Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU No. 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional guidance for a limited period of time to ease the potential burden for reference rate reform on financial reporting. Due to concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate ("LIBOR"), regulators around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued as a result of reference rate reform. Optional expedients may be applied to contracts that are modified as a result of the reference rate reform. Modifications of contracts within the scope of Topic 470, Debt, should be accounted for by prospectively adjusting the effective interest rate. Modifications of contracts within the scope of ASC 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate (incremental borrowing rate). Exceptions to Topic 815, Derivatives and Hedging, results in not having a dedesignation of a hedging relationship if certain criteria are met. The amendments in this ASU were effective for all entities as of March 12, 2020 through December 31, 2022. ASU No. 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848 deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. In November 2021, we entered into two forward-starting swaps whereby the variable leg of the swap references LIBOR, these swaps were amended in early 2022 to transition to an alternative reference rate (see Note 7: Derivatives and Hedging Activities). The amendments in this ASU allow for certain expedients that allowed us to assume that our hedged interest payments are probable of occurring regardless of any expected modification in their terms related to reference rate reform and allowed us to continue hedge accounting for a cash flow hedge for which the hedged interest rate risk changes if the hedge is highly effective under ASC 815, Derivatives and Hedging or the optional expedient under this ASU is elected. The impact of these ASU's on our contracts has not been and is not expected to be material. 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.

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