ICU MEDICAL INC/DE 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Page No. Report of Independent Registered Public Accounting Firm 51 Consolidated Balance Sheets as of December 31, 2020 and 2019 53 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 54 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018 55 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018 56 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 57 Notes to Consolidated Financial Statements 59 Schedule II-Valuation and Qualifying Accounts 97 50 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of ICU Medical, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of ICU Medical, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition – Chargeback Reserve— Refer to Note 1 and Note 4 to the financial statements Critical Audit Matter Description The Company recognizes revenue for product sales net of a reserve for estimated chargebacks. Chargebacks are the difference between prices the Company charges distribution customers and contracted prices the Company has with the end-customer which are processed as credits to the distribution customers. Chargebacks are accounted for as variable consideration when determining the transaction price for purposes of recognizing revenue. The Company estimates and reserves for chargebacks as a reduction of revenue at the time of sale to its distribution customers using information available at that time, including historical experience. Accounts receivable as of December 31, 2020 of $124 million and total revenues for the year ended December 31, 2020 of $1,271 million are recorded net of estimated chargebacks. Given the subjectivity and complexity of evaluating management’s assumptions used in the determination of the chargeback reserve, including the chargeback amounts related to monthly sales to distribution customers and the time to settle chargeback obligations, auditing the chargeback reserve requires a high degree of auditor judgment and an increased extent of effort. 51 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the chargeback reserve included the following, among others: • We tested the effectiveness of controls related to: ◦ Management’s assessment of assumptions related to estimating the provision for chargeback reserves. ◦ The provisioning, processing and monitoring of chargeback transactions. ◦ The reconciliation of chargeback reserves. • We tested chargeback estimates for purposes of determining whether revenues recognized at the time of sale were recorded in the proper period. • We evaluated the methods and assumptions used by management to estimate the chargeback reserve by: ◦ Analyzing trends in the chargeback provision as a percent of revenues and the chargeback reserve as a percent of revenues. ◦ Testing the underlying data, including historical sales to distribution customers and chargeback settlements with distribution customers, that are utilized as the basis for the chargeback reserve, to test whether the inputs to the estimate were reasonable. ◦ Developing an expectation of the chargeback reserve based on monthly sales to distribution customers, historical experience, and the time to settle chargeback obligations, and comparing our expectation to the amount recorded by management. ◦ Performing retrospective reviews comparing management’s estimates of expected chargeback reserves to actual amounts incurred subsequent to the dates of estimation, to assess management’s ability to reasonably estimate these obligations and to identify potential bias in management’s assessment of the reserve. /s/ DELOITTE & TOUCHE LLP Costa Mesa, California February 26, 2021 We have served as the Company's auditor since 2008 52 ICU MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except par value data) December 31, 2020 2019 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 396,097 $ 268,670 Short-term investment securities 14,687 23,967 TOTAL CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENT SECURITIES 410,784 292,637 Accounts receivable, net of allowance for doubtful accounts of $ 21,490 and $ 20,219 at December 31, 2020 and 2019, respectively 124,093 202,219 Inventories 314,928 337,640 Prepaid income taxes 29,480 15,720 Prepaid expenses and other current assets 41,492 33,981 TOTAL CURRENT ASSETS 920,777 882,197 PROPERTY, PLANT AND EQUIPMENT, net 466,628 456,085 OPERATING LEASE RIGHT-OF-USE ASSETS 46,571 34,465 LONG-TERM INVESTMENT SECURITIES 12,974 — GOODWILL 33,001 31,245 INTANGIBLE ASSETS, net 197,231 211,408 DEFERRED INCOME TAXES 31,034 27,998 OTHER ASSETS 55,475 48,984 TOTAL ASSETS $ 1,763,691 $ 1,692,382 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 71,864 $ 128,629 Accrued liabilities 97,021 117,776 Income tax payable 303 2,063 Contingent earn-out liability 26,300 — TOTAL CURRENT LIABILITIES 195,488 248,468 CONTINGENT EARN-OUT LIABILITY — 17,300 OTHER LONG-TERM LIABILITIES 47,835 32,820 DEFERRED INCOME TAXES 1,663 2,091 INCOME TAX LIABILITY 16,440 14,459 COMMITMENTS AND CONTINGENCIES (Note 15) — — STOCKHOLDERS’ EQUITY: Convertible preferred stock, $ 1.00 par value Authorized— 500 shares; Issued and outstanding— none — — Common stock, $ 0.10 par value — Authorized— 80,000 shares; Issued and outstanding — 21,058 shares at December 31, 2020 and issued 20,743 at December 31, 2019 and outstanding — 20,742 shares at December 31, 2019 2,106 2,074 Additional paid-in capital 693,068 668,947 Treasury stock, at cost ( 209 and 850 shares, respectively) ( 39 ) ( 157 ) Retained earnings 808,652 721,782 Accumulated other comprehensive loss ( 1,522 ) ( 15,402 ) TOTAL STOCKHOLDERS' EQUITY 1,502,265 1,377,244 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,763,691 $ 1,692,382 The accompanying notes are an integral part of these consolidated financial statements. 53 ICU MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data) Year ended December 31, 2020 2019 2018 TOTAL REVENUES $ 1,271,004 $ 1,266,208 $ 1,400,040 COST OF GOODS SOLD 809,507 794,344 830,012 GROSS PROFIT 461,497 471,864 570,028 OPERATING EXPENSES: Selling, general and administrative 283,953 276,982 320,002 Research and development 42,948 48,611 52,867 Restructuring, strategic transaction and integration expense 28,409 80,574 105,390 Change in fair value of contingent earn-out 9,000 ( 47,400 ) 20,400 Contract settlement ( 975 ) 5,737 41,613 TOTAL OPERATING EXPENSES 363,335 364,504 540,272 INCOME FROM OPERATIONS 98,162 107,360 29,756 INTEREST EXPENSE ( 1,753 ) ( 549 ) ( 709 ) OTHER INCOME (EXPENSE), NET 1,085 7,896 ( 6,673 ) INCOME BEFORE INCOME TAXES 97,494 114,707 22,374 (PROVISION) BENEFIT FOR INCOME TAXES ( 10,624 ) ( 13,672 ) 6,419 NET INCOME $ 86,870 $ 101,035 $ 28,793 NET INCOME PER SHARE Basic $ 4.16 $ 4.90 $ 1.41 Diluted $ 4.02 $ 4.69 $ 1.33 WEIGHTED AVERAGE NUMBER OF SHARES Basic 20,907 20,629 20,394 Diluted 21,591 21,545 21,601 The accompanying notes are an integral part of these consolidated financial statements. 54 ICU MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Amounts in thousands) Year ended December 31, 2020 2019 2018 Net income $ 86,870 $ 101,035 $ 28,793 Other comprehensive income (loss), net of tax: Cash flow hedge adjustments, net of tax of $ 285 , $ 392 and $ 317 for the years ended December 31, 2020, 2019 and 2018, respectively 904 1,242 1,003 Foreign currency translation adjustment, net of tax of $ 0 for all periods 12,929 372 ( 3,104 ) Other adjustments, net of tax of $ 0 for all periods 47 ( 71 ) 115 Other comprehensive income (loss), net of tax 13,880 1,543 ( 1,986 ) Comprehensive income $ 100,750 $ 102,578 $ 26,807 The accompanying notes are an integral part of these consolidated financial statements. 55 ICU MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands) Common Stock Accumulated Additional Other Shares Amount Paid-In Capital Treasury Stock Retained Earnings Comprehensive (Loss) Income Total Balance, January 1, 2018 20,210 $ 2,021 $ 625,568 $ — $ 585,624 $ ( 14,959 ) $ 1,198,254 Cumulative effect of accounting change — — — — 6,330 — 6,330 Issuance of restricted stock and exercise of stock options 307 28 8,090 6,157 — — 14,275 Tax withholding payments related to net share settlement of equity awards ( 26 ) — — ( 6,252 ) — — ( 6,252 ) Stock compensation — — 24,241 — — — 24,241 Other comprehensive loss, net of tax — — — — — ( 1,986 ) ( 1,986 ) Net income — — — — 28,793 — 28,793 Balance, December 31, 2018 20,491 2,049 657,899 ( 95 ) 620,747 ( 16,945 ) 1,263,655 Issuance of restricted stock and exercise of stock options 331 25 ( 10,870 ) 18,577 — — 7,732 Tax withholding payments related to net share settlement of equity awards ( 80 ) — — ( 18,639 ) — — ( 18,639 ) Stock compensation — — 21,918 — — — 21,918 Other comprehensive income, net of tax — — — — — 1,543 1,543 Net income — — — — 101,035 — 101,035 Balance, December 31, 2019 20,742 2,074 668,947 ( 157 ) 721,782 ( 15,402 ) 1,377,244 Issuance of restricted stock and exercise of stock options 383 32 167 12,994 — — 13,193 Tax withholding payments related to net share settlement of equity awards ( 67 ) — — ( 12,876 ) — — ( 12,876 ) Stock compensation — — 23,954 — — — 23,954 Other comprehensive income, net of tax — — — — — 13,880 13,880 Net income — — — — 86,870 — 86,870 Balance, December 31, 2020 21,058 $ 2,106 $ 693,068 $ ( 39 ) $ 808,652 $ ( 1,522 ) $ 1,502,265 The accompanying notes are an integral part of these consolidated financial statements. 56 ICU MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Year ended December 31, 2020 2019 2018 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 86,870 $ 101,035 $ 28,793 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 85,631 76,916 74,735 Amortization of right-of-use assets 9,216 8,294 — Provision for doubtful accounts 7,137 14,882 781 Provision for warranty and returns ( 1,576 ) ( 134 ) 5,353 Stock compensation 23,954 21,918 24,241 (Gain) loss on disposal or write-off of property, plant and equipment ( 1,789 ) 12,872 8,867 Contract settlement — — 12,696 Write-off of acquired intangibles — — 5,000 Bond premium amortization 231 135 342 Debt issuance cost amortization 288 288 288 Impairment of assets held-for-sale — — 269 Change in fair value of contingent earn-out 9,000 ( 47,400 ) 20,400 Product-related charges 2,626 — — Usage of spare parts 11,191 24,301 7,310 Other 6,939 447 3,856 Changes in operating assets and liabilities, net of amounts acquired: Accounts receivable 78,049 ( 23,684 ) ( 76,742 ) Inventories 19,196 ( 24,997 ) ( 21,770 ) Prepaid expenses and other assets ( 4,311 ) 8,588 3,719 Related-party receivables — — 97,443 Other assets ( 16,069 ) ( 29,837 ) ( 9,086 ) Accounts payable ( 46,415 ) ( 2,697 ) 23,270 Accrued liabilities ( 29,379 ) ( 43,689 ) ( 29,553 ) Income taxes, including excess tax benefits and deferred income taxes ( 18,037 ) 4,680 ( 19,997 ) Net cash provided by operating activities 222,752 101,918 160,215 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ( 92,005 ) ( 97,312 ) ( 92,720 ) Proceeds from sale of assets 6,176 33 765 Proceeds from the disposal of assets held-for-sale, net — — 13,000 Intangible asset additions ( 8,385 ) ( 8,728 ) ( 8,059 ) Business acquisitions, net of cash acquired — ( 76,133 ) ( 1,300 ) Purchases of investment securities ( 32,825 ) ( 26,040 ) ( 30,496 ) Proceeds from sale of investment securities 28,900 41,292 15,440 Net cash used in investing activities ( 98,139 ) ( 166,888 ) ( 103,370 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from short-term debt 150,000 — — Repayment of short-term debt ( 150,000 ) — — Proceeds from exercise of stock options 13,193 7,732 14,275 Payments on finance leases ( 357 ) — — Tax withholding payments related to net share settlement of equity awards ( 12,876 ) ( 18,639 ) ( 6,252 ) Net cash (used in) provided by financing activities ( 40 ) ( 10,907 ) 8,023 Effect of exchange rate changes on cash 2,854 ( 234 ) ( 10,159 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 127,427 ( 76,111 ) 54,709 CASH AND CASH EQUIVALENTS, beginning of period 268,670 344,781 290,072 CASH AND CASH EQUIVALENTS, end of period $ 396,097 $ 268,670 $ 344,781 The accompanying notes are an integral part of these consolidated financial statements. 57 ICU MEDICAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED (Amounts in thousands) Year ended December 31, 2020 2019 2018 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for income taxes $ 31,628 $ 9,675 $ 12,598 Cash paid during the year for interest $ 1,753 $ 549 $ 709 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Accounts payable for property, plant and equipment $ 2,211 $ 13,912 $ 26,522 Detail of assets acquired and liabilities assumed in acquisitions: Fair value of assets acquired $ 91,019 Cash paid for acquisitions, net of cash acquired ( 76,133 ) Contingent consideration ( 17,300 ) Goodwill, acquired during period 20,026 Liabilities assumed/Adjustments to liabilities assumed $ ( 17,612 ) The accompanying notes are an integral part of these consolidated financial statements. 58 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Preparation ICU Medical, Inc. ("ICU" or "we"), a Delaware corporation, operates in one business segment engaged in the development, manufacturing and sale of innovative medical devices used in infusion therapy, and critical care applications. We are one of the world's leading pure-play infusion therapy companies with a wide-ranging product portfolio that includes IV solutions, IV smart pumps with pain management and safety software technology, dedicated and non-dedicated IV sets and needlefree connectors designed to help meet clinical, safety and workflow goals. We sell the majority of our products through our direct sales force and through independent distributors throughout the U. S. and internationally. Additionally, we sell our products on an original equipment manufacturer basis to other medical device manufacturers. The manufacturing for all product groups occurs in Salt Lake City, Utah, Austin, Texas, Mexico and Costa Rica. 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 United States of America ("GAAP"). 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, 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 as cash equivalents. 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, financial status 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. 59 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Inventories consist of the following at December 31 (in thousands): As of December 31, 2020 2019 Raw materials $ 126,499 $ 119,709 Work in process 33,053 39,515 Finished goods 155,376 178,416 Total $ 314,928 $ 337,640 Property, Plant and Equipment Property, plant and equipment consist of the following at December 31 (in thousands): As of December 31, 2020 2019 Machinery and equipment $ 291,331 $ 219,057 Land, building and building improvements 241,199 230,454 Molds 60,381 60,155 Computer equipment and software 98,311 83,217 Furniture and fixtures 7,767 7,498 Instruments placed with customers 1 90,383 74,434 Construction in progress 53,724 101,425 Total property, plant and equipment, cost 843,096 776,240 Accumulated depreciation ( 376,468 ) ( 320,155 ) Property, plant and equipment, net $ 466,628 $ 456,085 ______________________________ 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, 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 $ 62.4 million, $ 59.3 million and $ 58.1 million in the years ended December 31, 2020, 2019 and 2018, respectively. Goodwill We test goodwill for impairment on an annual basis in the month of November. If the carrying amount of goodwill exceeds the implied estimated fair value, an impairment charge to current operations is recorded to reduce the carrying value to the implied estimated fair value. There were no accumulated impairment losses as of December 31, 2020, 2019 and 2018. 60 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents the changes in the carrying amount of our goodwill for 2020, 2019 and 2018 (in thousands): Total Balance as of January 1, 2018 $ 12,357 Goodwill acquired (1) 1,300 Other (2) ( 2,462 ) Balance as of December 31, 2018 11,195 Goodwill acquired (3) 20,026 Other 24 Balance as of December 31, 2019 31,245 Other (4) 1,756 Balance as of December 31, 2020 $ 33,001 ______________________________ (1) In 2018, we acquired the consulting arm of a small software company, which resulted in $ 1.3 million of goodwill. (2) In 2018, "Other" relates to a $ 1.9 million measurement period adjustment on our Medical Australia Limited acquisition and foreign currency translation. (3) In 2019, we acquired Pursuit Vascular, Inc. ("Pursuit"), which resulted in $ 19.1 million of goodwill. We also acquired a small foreign distributor, which resulted in $ 0.9 million of goodwill. (4) In 2020, "Other" relates to a $ 1.3 million measurement period adjustment to deferred taxes related to the Pursuit acquisition and foreign currency translation. 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, 2020 Cost Accumulated Amortization Net Patents 10 $ 24,797 $ 15,056 $ 9,741 Customer contracts 12 10,365 5,852 4,513 Non-contractual customer relationships 9 58,061 26,711 31,350 Trademarks 4 425 425 — Trade name 15 18,270 3,500 14,770 Developed technology 13 152,893 36,927 115,966 Non-compete 3 2,500 972 1,528 Total amortized intangible assets $ 267,311 $ 89,443 $ 177,868 Internally developed software* $ 19,363 $ 19,363 Total intangible assets $ 286,674 $ 89,443 $ 197,231 ____________________________ * Internally developed software will be amortized when the projects are complete and the assets are ready for their intended use. 61 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Weighted Average December 31, 2019 Amortization Life in Years Cost Accumulated Amortization Net Patents 10 $ 22,322 $ 13,519 $ 8,803 Customer contracts 12 10,122 5,506 4,616 Non-contractual customer relationships 9 57,296 19,787 37,509 Trademarks 4 425 425 — Trade name 15 18,256 2,254 16,002 Developed technology 13 152,354 24,228 128,126 Non-compete 3 $ 2,500 $ 139 $ 2,361 Total $ 263,275 $ 65,858 $ 197,417 Internally developed software* $ 13,991 $ 13,991 Total intangible assets $ 277,266 $ 65,858 $ 211,408 ____________________________ * Internally developed software will be amortized when the projects are complete and the assets are ready for their intended use. Amortization expense in 2020, 2019 and 2018 was $ 23.2 million, $ 17.7 million and $ 16.6 million, respectively. As of December 31, 2020 estimated annual amortization for our intangible assets for each of the next five years is approximately (in thousands): 2021 $ 23,563 2022 22,747 2023 21,724 2024 21,635 2025 17,095 Thereafter 71,104 Total $ 177,868 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 2020, 2019 or 2018. 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 2020, 2019 or 2018. 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 62 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. Our investment securities are considered available-for-sale and are “investment grade” and carried at fair value. Our investments currently consist of corporate bonds. Available-for-sale securities are recorded at fair value, and unrealized holding gains and losses are recorded, net of tax, as a component of accumulated other comprehensive income (loss). Unrealized losses on available-for-sale securities are charged against net earnings when a decline in fair value is determined to be other than temporary. Our management reviews several factors to determine whether a loss is other than temporary, such as the length and extent of the fair value decline, the financial condition and near term prospects of the issuer, and for equity investments, our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. For debt securities, management also evaluates whether we have the intent to sell or will likely be required to sell before its anticipated recovery. Realized gains and losses are accounted for on the specific identification method. There have been no realized gains or losses on the disposal of investments. Our investments mature in 2021 and 2022. All short-term investment securities are all callable within one year. Our investment securities consist of the following (in thousands): As of December 31, 2020 Amortized Cost Unrealized Holding Gains (Losses) Fair Value Short-term corporate bonds $ 14,687 $ — $ 14,687 Long-term corporate bonds 12,974 — 12,974 Total investment securities $ 27,661 $ — $ 27,661 As of December 31, 2019 Amortized Cost Unrealized Holding Gains (Losses) Fair Value Short-term corporate bonds $ 23,967 $ — $ 23,967 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 not recorded any material interest or penalties during any of the years presented. 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) income, 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 63 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) currency of the entity are included in our statements of operations in other income (expense), net. Foreign currency transaction losses (gains), net were $ 7.2 million in 2020, $( 0.7 ) million in 2019 and $ 7.9 million in 2018. Revenue Recognition We recognize revenues when we transfer control of promised goods to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods. We offer certain volume-based rebates to our distribution customers, which we consider 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 and our historical experience with each customer to estimate the most likely rebate amount. We also provide chargebacks to distributors that sell to end-customers at prices determined under a contract between us and the end-customer. Chargebacks are the difference between prices we charge our distribution customers and contracted prices we have with the end customer which are processed as credits to our distribution customers. In estimating the expected value of chargeback amounts for use in determining the transaction price, we use information available at the time, including our historical experience. 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 and our historical experience. Our revenues are recorded at the net sales price, which includes an estimate for variable consideration related to rebates, chargebacks and product returns. The vast majority of our sales of Infusion Consumables, Infusion Systems, IV Solutions and Critical Care products are sold on a standalone basis and control of these products transfers to the customer upon 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. 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, as well as infusion consumables, IV solutions 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. Advertising Expenses Advertising expenses are expensed as incurred and reflected in selling, general and administrative expenses in our consolidated statements of operations and were $ 0.2 million in 2020, $ 0.1 million in 2019 and $ 0.6 million in 2018. 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 $ 10.7 million in 2020, $ 11.4 million in 2019 and $ 11.4 million in 2018. 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 64 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. Net Income Per Share Net income per share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted net income per share is computed by dividing net income by the weighted average number of common shares outstanding 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 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. There were 12,083 , 10,760 and 5,300 anti-dilutive shares in 2020, 2019 and 2018, respectively. 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, (in thousands, except per share data) 2020 2019 2018 Net income $ 86,870 $ 101,035 $ 28,793 Weighted average number of common shares outstanding (basic) 20,907 20,629 20,394 Dilutive securities 684 916 1,207 Weighted average common and common equivalent shares outstanding (diluted) 21,591 21,545 21,601 EPS - basic $ 4.16 $ 4.90 $ 1.41 EPS - diluted $ 4.02 $ 4.69 $ 1.33 New Accounting Pronouncements Recently Adopted Accounting Standards In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Topic 350): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal use software license. Costs to develop or obtain internal-use software that cannot be capitalized under subtopic 350-40, such as training costs and certain data conversion costs, also cannot be capitalized for a hosting arrangement that is a service contract. Therefore, an entity in a hosting arrangement that is a service contract determines which project stage (that is, preliminary project stage, application development stage, or post-implementation stage) an implementation activity relates to. Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. The amendments in this update require the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We adopted this ASU effective January 1, 2020. This ASU did not have a material impact on our consolidated financial statements or related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements in Topic 820. The amendments remove from disclosure: the amount of and reasons for transfers between Level 1 65 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The amendments also made the following disclosure modifications: for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and the amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. The amendments also added the following disclosure requirements: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. The amendments in ASU 2018-02 are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. We adopted this ASU effective January 1, 2020. This ASU did not have a material impact on our consolidated financial statements or related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update amends the FASB's guidance on the impairment of financial instruments by requiring timelier recording of credit losses on loans and other financial instruments. The ASU adds an impairment model that is based on expected losses rather than incurred losses. The ASU also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In April 2019, the FASB issued ASU No. 2019-04 - Codification Improvements to Topic 326, Financial Instruments - Credit Losses and in May 2019, the FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses to (Topic 326)- Targeted Transition Relief. ASU 2019-04 clarifies and corrects certain areas of the Codification and ASU 2019-05 provides entities with an option to irrevocably elect the fair value option in Subtopic 825-10, Financial Instruments—Overall, applied on an instrument-by-instrument basis for eligible instruments, upon adoption of Topic 326. The amendments in these updates are effective for fiscal years beginning after December 15, 2019. The updated guidance requires a modified retrospective adoption. We adopted this ASU effective January 1, 2020. This ASU did not have a material impact on our consolidated financial statements or related disclosures. Recently Issued Accounting Standards In March 2020, the 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 are effective for all entities as of March 12, 2020 through December 31, 2022. The impact of this ASU on our contracts has not been material. NOTE 2. ACQUISITIONS 2019 Acquisitions On November 2, 2019, we acquired 100 % interest in Pursuit for cash consideration of approximately $ 75.0 million. Additionally, Pursuit's equity holders are potentially entitled up to $ 50.0 million in additional cash consideration contingent upon the achievement of certain sales and gross profit targets for specific customers. The earn-out paid will be calculated as a percentage of gross profit achieved during the earn-out period against a pre-determined target gross profit. However, the earn-out is not to exceed $ 50.0 million. The acquisition of Pursuit and their ClearGuard HD is a natural extension of our needlefree IV connector and other infection control technologies, which together provides us the best of breed solutions. 66 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Final Purchase Price The following table summarizes the final purchase price and the final allocation of the purchase price related to the assets and liabilities purchased (in thousands): Cash consideration for acquired assets, net $ 71,533 Fair value of contingent consideration 17,300 Total Consideration $ 88,833 Final Purchase Price Allocation: Trade receivables $ 973 Inventories 2,464 Prepaid expenses and other current assets 74 Property, plant and equipment 609 Intangible assets (1) 82,300 Accounts payable ( 215 ) Accrued liabilities ( 2,065 ) Total identifiable net assets acquired $ 84,140 Goodwill - not tax deductible 20,462 Deferred tax liability ( 15,769 ) Purchase Consideration $ 88,833 ____________________________________________ (1) Identifiable intangible assets included $ 69.0 million of developed technology, $ 10.8 million of trade name and $ 2.5 million of non-compete agreement. The weighted amortization period for the total identifiable intangible assets is approximately fifteen years for developed technology, and trade name the weighted amortization period is fifteen years , and for the non-compete agreement the weighted amortization period is three years . The identifiable intangible assets acquired have been valued as Level 3 assets at fair market value. The estimated fair value of identifiable intangible assets were developed using the income approach and are based on critical estimates, judgments and assumptions derived from: analysis of market conditions; discount rate; discounted cash flows; royalty rates; and estimated useful lives. Fixed assets were valued with the consideration of remaining economic lives. The raw materials inventory was valued at historical cost and adjusted for any obsolescence and finished goods inventory was valued at estimated sales proceeds less a nominal profit and costs to sell. The trade receivables, prepaid expenses and other current assets and assumed liabilities were recorded at their carrying values as of the date of the acquisition, as their carrying values approximated their fair values due to their short-term nature. During 2019, we also acquired a small foreign distributor for approximately $ 4.6 million in cash. 67 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 3. RESTRUCTURING, STRATEGIC TRANSACTION AND INTEGRATION Restructuring, strategic transaction and integration expenses were $ 28.4 million, $ 80.6 million and $ 105.4 million for the years ended December 31, 2020, 2019 and 2018, respectively. Restructuring Restructuring charges were $ 7.9 million, $ 8.4 million and $ 4.5 million for the years ended December 31, 2020, 2019 and 2018, respectively, and are included in the above restructuring, strategic transaction and integration expenses in our consolidated statement of operations. In 2020, restructuring charges were primarily related to severance and costs related to office and other facility closures. In 2019, restructuring charges were primarily related to severance and facility closure costs. These charges were primarily related to a one-time charge to move our U.S. pump service depot to our existing Salt Lake City facility and other plant restructuring. In 2018, we incurred restructuring charges related our 2017 acquisition of Hospira Infusion Systems ("HIS"). The restructuring charges were incurred as a result of integrating the acquired operations into our business and include severance costs related to involuntary employee terminations and facility exit costs related to the closure of the Dominican Republic manufacturing facilities acquired from Pfizer. In 2015, we incurred restructuring charges related to an agreement with Dr. Lopez, a member of our Board of Directors and a former employee in our research and development department, pursuant to which we bought out Dr. Lopez's right to employment under his then-existing employment agreement, the buy-out, including payroll taxes, were paid in equal monthly installments until December 2020. This has been fully paid as of December 31, 2020. The following table summarizes the activity for the restructuring-related charges discussed above and related accrual (in thousands): Accrued Balance January 1, 2019 Charges incurred Payments Accrued Balance December 31, 2019 Charges incurred Payments Currency Translation Accrued Balance December 31, 2020 Severance pay and benefits $ 677 $ 5,634 $ ( 2,433 ) $ 3,878 $ 4,288 $ ( 6,331 ) $ 23 $ 1,858 Employment agreement buyout 739 — ( 279 ) 460 — ( 460 ) — — Retention and facility closure expenses — 2,741 ( 1,530 ) 1,211 3,641 ( 3,570 ) 281 1,563 $ 1,416 $ 8,375 $ ( 4,242 ) $ 5,549 $ 7,929 $ ( 10,361 ) $ 304 $ 3,421 Strategic Transaction and Integration Expenses During the years ended December 31, 2020, 2019 and 2018, we incurred $ 20.5 million, $ 72.2 million and $ 100.9 million, respectively, in strategic transaction and integration expenses, which are included in restructuring, strategic transaction and integration expenses in our consolidated statement of operations. The integration expenses during 2020 were related to the integration of HIS and included expenses for the migration of IT systems at our Austin facility. The strategic transaction and integration expenses during 2019 were primarily related to HIS, included a one-time strategic supply chain restructuring charge of $ 22.1 million, which reduced our contracted commitments to our third party manufacturer and charges related to our Pfizer separation costs, which included a $ 12.7 million non-cash write-off of related assets. In 2018, our integration expenses were also primarily related to HIS. During 2018, in connection with the sale of the 2.5 million of the shares Pfizer held in our common stock, we incurred a one-time fee payable to Pfizer in the amount of $ 8.0 million. 68 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 4: REVENUE Revenue Recognition Our primary product lines are Infusion Consumables, Infusion Systems, IV Solutions and Critical Care. The vast majority of our sales of these products 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 licenses and renewals are considered to be transferred to a customer at a point in time therefore revenue is recognized at the start of the license term. 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 offer certain volume-based rebates to our distribution 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 and our historical experience with each customer to estimate the most likely rebate amount. We also provide chargebacks to distributors that sell to end-customers at prices determined under a contract between us and the end-customer. We use information available at the time, including our historical experience to estimate the expected value in recording provisions for chargebacks. 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. Our revenues are recorded at the net sales price, which includes an estimate for variable consideration related to rebates, chargebacks and product returns. Arrangements with Multiple Performance Obligations We also enter into arrangements which include multiple performance obligations, see Note 1, Basis of Presentation and Summary of Significant Accounting Policies. 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 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) and our disaggregated product line revenue as a percentage of total revenue: Year ended December 31, 2020 2019 2018 Product line Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue Infusion Consumables $ 473,740 37 % $ 477,611 37 % $ 483,039 35 % Infusion Systems 359,691 28 % 328,282 26 % 355,484 25 % IV Solutions 388,971 31 % 414,971 33 % 507,985 36 % Critical Care 48,602 4 % 45,344 4 % 53,532 4 % Total Revenues $ 1,271,004 100 % $ 1,266,208 100 % $ 1,400,040 100 % We report revenue on a "where sold" basis, which reflects the revenue within the country or region in which the ultimate sale is made to our external customer. 69 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table represents our revenues disaggregated by geography (in thousands): Year ended December 31, Geography 2020 2019 2018 Europe, the Middle East and Africa $ 132,763 $ 130,530 $ 134,363 Other Foreign 227,614 212,336 210,996 Total Foreign 360,377 342,866 345,359 United States 910,627 923,342 1,054,681 Total Revenues $ 1,271,004 $ 1,266,208 $ 1,400,040 Domestic sales accounted for 72 %, 73 % and 75 % of total revenue in 2020, 2019 and 2018, respectively. International sales accounted for 28 %, 27 % and 25 % of total revenue in 2020, 2019 and 2018, respectively. Contract balances Our contract balances (deferred revenue) are recorded in accrued liabilities and other long-term liabilities in our consolidated balance sheet (see Note 10, Accrued Liabilities and Other Long-term liabilities). The following table presents our changes in the contract balances for the years ended December 31, 2020 and 2019, (in thousands): Contract Liabilities Beginning balance, January 1, 2019 $ ( 4,282 ) Equipment revenue recognized 8,807 Equipment revenue deferred due to implementation ( 8,794 ) Software revenue recognized 3,953 Software revenue deferred due to implementation ( 4,539 ) Ending balance, December 31, 2019 $ ( 4,855 ) Equipment revenue recognized 14,408 Equipment revenue deferred due to implementation ( 14,341 ) Software revenue recognized 5,721 Software revenue deferred due to implementation ( 7,363 ) Ending balance, December 31, 2020 $ ( 6,430 ) During 2020, we recognized $ 4.7 million in revenue that was included in the opening contract balances for the year ended December 31, 2019. As of December 31, 2020, revenue from remaining performance obligations related to implementation of software and equipment is $ 4.8 million. We expect to recognize substantially all of this revenue within the next three to six months. Revenue from remaining performance obligations related to annual software licenses is $ 1.7 million. We expect to recognize substantially all of this revenue over the next twelve months. Costs to Obtain a Contract with a Customer As part of the cost to obtain a contract, we may pay incremental commissions to sales employees upon entering into a sales contract. Under ASC Topic 606, we have elected to expense these costs as incurred as the period of benefit is less than one year. Practical expedients and exemptions In addition to the practical expedient applied to sales commissions, under ASC Topic 606, we elected to apply the practical expedient for shipping and handling costs incurred after the customer has obtained control of a good. We will continue to treat these costs as a fulfillment cost rather than as an additional promised service. 70 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 5. LEASES Adoption of ASC Topic 842, "Lease Accounting" We adopted ASU No. 2016-02, Leases (ASC Topic 842), effective January 1, 2019 on a modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2019. We elected the 'package of practical expedients', which permitted us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we did not recognize right-of-use ("ROU") assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Furthermore, we elected the practical expedient to not separate lease and non-lease components for all of our leases, non-lease components are primarily common area maintenance charges that we combine with the lease component when applying this ASU. The impact of adopting this standard was the recognition of ROU assets and lease liabilities for our operating leases of $ 40.4 million as of January 1, 2019. The adoption of ASC 842 did not have a material impact on our consolidated earnings or on our cash flows. Leases We determine if an arrangement is a lease at inception. Our operating leases with a term greater than one year are included in operating lease ROU assets and our financing lease assets are included in other assets. Our lease liabilities are included in accrued liabilities, and other long-term liabilities on our consolidated balance sheets. 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. The lease ROU asset excludes 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 operating 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. We have operating leases for corporate, R&D and sales and support offices, a distribution facility, 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 for the exercise of options to extend is not reasonably certain. The following table presents the components of our lease cost (in thousands): Year ended December 31, 2020 2019 Operating lease cost $ 11,284 $ 10,011 Finance lease cost - interest 91 — Finance lease cost - amortization of ROU asset 383 — Short-term lease cost 263 322 Total lease cost $ 12,021 $ 10,333 71 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents the supplemental cash flow information related to our leases (in thousands): Year ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,185 $ 10,344 Operating cash flows from finance leases $ 91 $ — Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 20,847 $ 3,230 Finance leases $ 3,062 $ — The following table presents the supplemental balance sheet information related to our operating leases (in thousands, except lease term and discount rate): As of December 31, 2020 2019 Operating leases Operating lease right-of-use assets $ 46,571 $ 34,465 Accrued liabilities $ 8,740 $ 7,362 Other long-term liabilities 41,019 28,896 Total operating lease liabilities $ 49,759 $ 36,258 Weighted Average Remaining Lease Term Operating leases 6.7 years 6 years Weighted Average Discount Rate Operating leases 5.02 % 5.57 % 72 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents the supplemental balance sheet information related to our finance leases (in thousands, except lease term and discount rate): As of December 31, 2020 Finance leases Finance lease right-of-use assets $ 2,915 Accrued liabilities $ 554 Other long-term liabilities 2,388 Total finance lease liabilities $ 2,942 Weighted Average Remaining Lease Term Finance leases 6.4 years Weighted Average Discount Rate Finance leases 4.27 % As of December 31, 2020, the maturities of our lease liabilities for each of the next five years are approximately (in thousands): Operating Leases Finance Leases 2021 $ 10,981 $ 666 2022 9,956 666 2023 8,767 666 2024 8,279 338 2025 5,002 207 Thereafter 15,289 805 Total Lease Payments 58,274 3,348 Less imputed interest ( 8,515 ) ( 406 ) Total $ 49,759 $ 2,942 73 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 6. SHARE BASED AWARDS We have a stock incentive plan for employees and directors and an employee stock purchase plan. Shares to be issued under these plans will be issued either from authorized but unissued shares or from treasury shares. We incur stock compensation expense for stock options, restricted stock units ("RSU"), performance restricted stock units ("PRSU") and in years prior to 2018 stock purchased under our employee stock purchase plan ("ESPP"), which was suspended in 2017. We receive a tax benefit on stock compensation expense and direct tax benefits from the exercise of stock options and vesting of restricted stock units. We also have indirect tax benefits upon exercise of stock options and vesting of restricted stock units related to research and development tax credits which are recorded as a reduction of income tax expense. The table below summarizes compensation costs and related tax benefits (in thousands): Year ended December 31, (In thousands) 2020 2019 2018 Stock compensation expense $ 23,954 $ 21,918 $ 24,241 Tax benefit from stock-based compensation cost $ 5,564 $ 4,840 $ 5,706 Indirect tax benefit $ 1,203 $ 680 $ 2,199 As of December 31, 2020, we had $ 26.3 million of unamortized stock compensation cost which we will recognize as an expense over a weighted-average period of approximately 0.9 years. Stock Incentive and Stock Option Plans Our 2011 Stock Incentive Plan ("2011 Plan") replaced our 2003 Stock Option Plan (“2003 Plan”). Our 2011 Plan initially had 650,000 shares available for issuance, plus the remaining available shares for grant from the 2003 Plan and any shares that were forfeited, terminated or expired that would have otherwise returned to the 2003 Plan. In 2012, 2014 and 2017, our stockholders approved amendments to the 2011 plan that increased the shares available for issuance by 3,275,000 , bringing the initial shares available for issuance to 3,925,000 , plus the remaining 248,700 shares that remained available for grant from the 2003 Plan. As of December 31, 2020, the 2011 Plan has 4,188,300 shares of common stock reserved for issuance to employees, which includes 263,300 shares that transferred from the 2003 Plan. Shares issued as options or stock appreciation rights ("SARs") are charged against the 2011 Plan's share reserve as one share for one share issued. Shares subject to awards other than options and SARs are charged against the 2011 Plan's share reserve as 2.09 shares for 1 share issued. Options may be granted with exercise prices at no less than fair market value at date of grant. Options granted under the 2011 Plan may be “non-statutory stock options” which expire no more than ten years from date of grant or “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986, as amended. In 2014, our Compensation Committee of the Board of Directors awarded our then new Chief Executive Officer an employment inducement option to purchase 182,366 shares of our common stock and an employment inducement grant of restricted stock units with respect to 68,039 shares of our common stock. The inducement grants were made out of our 2014 Inducement Incentive Plan ("2014 Plan"). Our 2001 Directors’ Stock Option Plan (the “Directors’ Plan”), initially had 750,000 shares reserved for issuance to members of our Board of Directors, expired in November 2011. Although no new grants may be made under the Director's Plan, grants made under the Director's Plan prior to its expiration continue to remain outstanding. Options not vested terminate if the directorship is terminated. Time-based Stock Options To date, all options granted under the 2014 Plan, 2011 Plan, 2003 Plan and Directors' Plan have been non-statutory stock options. The majority of the time-based outstanding employee option grants vest 25% after one year from the grant date and the balance vests ratably on a monthly basis over 36 months. The majority of the outstanding options granted to non-employee directors vest one year from the grant date. The options generally expire 10 years from the grant date. 74 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The fair value of time-based option grants is calculated using the Black-Scholes option valuation model. The expected term for the option grants was based on historical experience and expected future employee behavior. We estimate the volatility of our common stock at the date of grant based on the historical volatility of our common stock, based on the average expected exercise term. The table below summarizes the total time-based stock options granted, total valuation and the weighted average assumptions (dollars in thousands, except per option amounts): Year ended December 31, 2020 2019 2018 Number of time-based options granted 7,190 6,265 5,815 Grant date fair value of options granted (in thousands) $ 425 $ 424 $ 425 Weighted average assumptions for stock option valuation: Expected term (years) 5.5 5.5 5.5 Expected stock price volatility 35.0 % 28.0 % 24.0 % Risk-free interest rate 0.4 % 2.2 % 2.3 % Expected dividend yield — % — % — % Weighted average grant price per option $ 181.99 $ 225.27 $ 269.80 Weighted average grant date fair value per option $ 59.09 $ 67.73 $ 73.14 A summary of our stock option activity as of and for the year ended December 31, 2020 is as follows: Shares Weighted Average Exercise Price Per Share Weighted Average Contractual Life (Years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 1,047,854 $ 66.08 Granted 7,190 $ 181.99 Exercised ( 237,244 ) $ 55.60 Forfeited or expired — $ — Outstanding at December 31, 2020 817,800 $ 70.13 3.3 $ 118,444 Exercisable at December 31, 2020 810,616 $ 69.14 3.3 $ 118,210 Vested and expected to vest, December 31, 2020 817,800 $ 70.13 3.3 $ 118,444 The intrinsic values for options exercisable, outstanding and vested or expected to vest at December 31, 2020 is based on our closing stock price of $ 214.49 at December 31, 2020 and are before applicable taxes. The following table presents information regarding stock option activity: Year ended December 31, (In thousands) 2020 2019 2018 Intrinsic value of options exercised $ 32,915 $ 22,976 $ 51,105 Cash received from exercise of stock options $ 13,193 $ 7,732 $ 14,275 Tax benefit from stock option exercises $ 5,179 $ 9,653 $ 12,617 Stock Awards In 2020, we granted PRSUs to our executive officers. For the executive officers other than the Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and the Chief Operations Officer ("COO"), the PRSUs will vest subject to a three-year time vesting and further subject to a determination by the Compensation Committee that the officers have met their individual performance goals for the applicable years. For the CEO, CFO and the COO, the performance shares will cliff-vest 75 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) ending on March 6, 2023 and further be subject to the achievement of minimum three-year cumulative revenue and EPS targets, which when reviewed against a predetermined vesting matrix could result in 0% to 250% of the awarded units that could vest. In 2019, we granted PRSUs to our executive officers. For the executive officers other than the CEO and the COO, the PRSUs will vest subject to a three-year time vesting and further subject to a determination by the Compensation Committee that the officers have met their individual performance goals for the applicable years. For the CEO and the COO, the performance shares will cliff-vest ending on March 6, 2022 and further subject to the achievement of a minimum Cumulative Adjusted EBITDA. If for the three year period ending on December 31, 2021 the Cumulative Adjusted EBITDA has a growth of at least 6% to 8%, 50% of the awarded units will vest. If on the vesting date the Cumulative Adjusted EBITDA has a growth of between 8% to 10%, 100% of the awarded units will vest. If on the vesting date the Cumulative Adjusted EBITDA has a growth of over 10%, 200% of the awarded units will vest. In 2019, we also granted PRSUs to one of our non-executive employees. These PRSUs will vest at the end of a three-year period ending on March 31, 2022, if certain minimum performance goals are met. In 2018, we granted PRSUs to our executive officers. For the executive officers other than the CEO and the COO, the PRSUs will vest subject to a three-year time vesting and further subject to a determination by the Compensation Committee that the officers have met their individual performance goals for the applicable year. For the CEO and the COO, the performance shares will cliff-vest ending on February 15, 2021 and further subject to the achievement of a minimum Cumulative Adjusted EBITDA. If for the three year period ending on December 31, 2020 the Cumulative Adjusted EBITDA has a growth of at least 6% to 8%, 50% of the awarded units will vest. If on the vesting date the Cumulative Adjusted EBITDA has a growth of between 8% to 10%, 100% of the awarded units will vest. If on the vesting date the Cumulative Adjusted EBITDA has a growth of over 10%, 200% of the awarded units will vest. In 2017, we granted PRSUs to our executive officers. The PRSUs were scheduled to vest, if at all, upon the achievement of a minimum Cumulative Adjusted EBITDA, subject to a three-year cliff vesting ending on December 31, 2019. If at that date, our Cumulative Adjusted EBITDA is at least $600 million but less than $650 million, 100% of the awarded units will vest. If our Cumulative Adjusted EBITDA is at least $650 million but less than $700 million, 200% of the awarded units will vest. If our Cumulative Adjusted EBITDA is at least $700 million, 300% of the awarded units will vest. On January 17, 2020, the Compensation Committee made the determination that the 2017 PRSU shares were earned by our executive officers at the 300% achievement level. In 2016, we granted PRSUs to our executive officers, which vested on December 31, 2018. During the first quarter of 2019, the Compensation Committee determined the award granted vested at 300%, as a minimum specified compound annual growth rate ("CAGR") in adjusted EBITDA per share of greater than 12% was reached for the 3-year performance period January 1, 2016 through December 31, 2018. Restricted stock units are granted annually to our Board of Directors and vest on the first anniversary of the grant date, or the date of our annual meeting, whichever occurs first. In 2020, 2019 and 2018, we granted RSUs to certain employees that vest ratably on the anniversary of the grant over three years. We recognize forfeitures as they occur. The grant date fair market value of our PRSUs and RSUs is determined by our stock price on the grant date. The table below summarizes our restricted stock award activity (dollars in thousands): 76 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Year ended December 31, (In thousands except shares and per share amounts) 2020 2019 2018 PRSU Shares granted 38,633 37,657 30,348 Shares earned (a) 80,654 114,032 — Grant date fair value per share $ 188.34 $ 231.63 $ 248.65 Grant date fair value $ 7,276 $ 8,723 $ 7,546 Intrinsic value vested $ 15,627 $ 26,445 $ — RSU Shares granted 87,830 61,856 63,094 Grant date fair value per share $ 188.13 $ 227.42 $ 252.42 Grant date fair value $ 16,523 $ 14,067 $ 15,926 Intrinsic value vested $ 12,314 $ 16,753 $ 17,086 ___________________________ (a) PRSU shares earned in 2019 were related to performance awards granted to executives in 2016 and 2018 and PRSU shares earned in 2020 were related to performance awards granted to executives in 2017, 2018, and 2019. The table below provides a summary of our PRSU and RSU activity as of and for the year ended December 31, 2020: Number of Units Grant Date Fair Value Per Share Weighted Average Contractual Life (Years) Aggregate Intrinsic Value Non-vested at December 31, 2019 232,527 $ 205.82 Change in units due to performance expectations (a) 15,454 $ 238.66 Granted 126,463 $ 188.19 Vested ( 145,820 ) $ 187.97 Forfeited ( 7,864 ) $ 207.02 Non-vested and expected to vest at December 31, 2020 220,760 $ 209.77 1.0 $ 47,351 ___________________________ (a) Relates to 2018 CEO and COO PRSUs granted and 2019 and 2020 PRSUs granted to a non-executive employee, assumes attainment of an increased payout rate based on performance expectations. ESPP We have an ESPP under which U.S. employees may purchase up to $25,000 annually of common stock at 85% of its fair market value at the beginning or the end of a six-month offering period, whichever is lower. There are 750,000 shares of common stock reserved for issuance under the ESPP, which is subject to an annual increase of the least of 300,000 shares, two percent of the shares outstanding or such a number as determined by the Board. To date, there have been no increases. As of December 31, 2020, there were 133,487 shares available for future issuance. The ESPP is intended to constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. We suspended our ESPP in 2017. NOTE 7. DERIVATIVES AND HEDGING ACTIVITIES Hedge Accounting and Hedging Program The purpose of our cash flow hedging program is to manage the foreign currency exchange rate risk on forecasted expenses denominated in currencies other than the functional currency of the operating unit. We do not issue derivatives for trading or speculative purposes. 77 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 par forward contract is designated and qualifies as a cash flow hedge. Our derivative instrument is recorded at fair value on the Consolidated Balance Sheets and is classified based on the instrument's maturity date. We record changes in the fair value of the effective portion of the derivative instrument as a component of Other Comprehensive Income (Loss) and we reclassify that gain or loss into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. We began hedging a portion of our Mexico forecasted expenses denominated in Pesos ("MXN") in May 2017 by entering into a two-year cross-currency par forward contract. The term of this currency forward contract was May 1, 2017 to May 1, 2019. The derivative instrument had a fixed forward rate of 20.01 MXN/USD over the term of the two-year contract. In January 2018, we entered into a six-month cross-currency par forward contract. The term of this six-month contract was May 1, 2019 to November 1, 2019. The derivative instrument had a fixed forward rate of 20.43 MXN/USD over the term of the six-month contract. In November 2018, we entered into a one-year cross-currency par forward contract. The term of the one-year hedge was November 1, 2019 to November 3, 2020. The derivative instrument matured in equal monthly amounts at a fixed forward rate of 22.109 MXN/USD. In March 2020, we entered into a one-year cross-currency par forward contract. The total notional amount of this outstanding derivative as of December 31, 2020 was approximately 436.8 million MXN. The term of the one-year contract is November 3, 2020 to December 1, 2021. The derivative instrument matures in equal monthly amounts at a fixed forward rate of 24.26 MXN/USD. The following table presents the fair values of our derivative instruments included within the Consolidated Balance Sheets (in thousands): Derivatives As of December 31, Consolidated Balance Sheet Location 2020 2019 Derivatives designated as cash flow hedging instruments Foreign exchange forward contract: Prepaid expenses and other current assets $ 3,555 $ 2,366 Total derivatives designated as cash flow hedging instruments $ 3,555 $ 2,366 The following table presents the amounts affecting the Consolidated Statements of Operations (in thousands): Year Ended December 31, Location of Gain in the Consolidated Statements of Operations 2020 2019 2018 Derivatives designated as cash flow hedging instruments Foreign exchange forward contracts Cost of goods sold $ 790 $ 916 $ 743 78 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) We recognized the following gains on our foreign exchange contract designated as a cash flow hedge (in thousands): Amount of Gain Recognized in Other Comprehensive Income on Derivatives Amount of Gain Reclassified From Accumulated Other Comprehensive Income into Income Year Ended December 31, Year Ended December 31, 2020 2019 2018 Location of Gain Reclassified From Accumulated Other Comprehensive Income into Income 2020 2019 2018 Derivatives designated as cash flow hedges: Foreign exchange forward contract $ 1,980 $ 2,550 $ 2,063 Cost of goods sold $ 790 $ 916 $ 743 Total derivatives designated as cash flow hedging instruments $ 1,980 $ 2,550 $ 2,063 $ 790 $ 916 $ 743 As of December 31, 2020, we expect approximately $ 3.6 million of the deferred gain on the outstanding derivatives in accumulated other comprehensive (loss) income to be reclassified to net income during the next 12 months concurrent with the underlying hedged transactions also being reported in net income. NOTE 8. 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. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: • 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 2017, we recognized an earn-out liability upon the acquisition of HIS from Pfizer. Pfizer was entitled to receive between $191.3 million and $ 225.0 million in additional cash consideration based on the achievement of certain performance targets for the combined company for the three years ending December 31, 2019. The initial fair value of the earn-out was determined by employing a Monte Carlo simulation in a risk neutral framework. The underlying simulated variable was adjusted EBITDA. The adjusted EBITDA volatility estimate was based on a study of historical asset volatility for a set of comparable public companies. The model included other assumptions including the market price of risk, which was calculated as the weighted average cost of capital ("WACC") less the long term risk free rate. The initial value assigned to the contingent consideration was a result of forecasted product demand of our HIS business. At each reporting date subsequent to the acquisition we remeasured the earn-out using the same methodology above and recognized any changes in value. As of December 31, 2019, we determined that we did not meet the necessary performance targets that would require payout of any of the HIS earn-out liability. As of the date of this filing, Pfizer has disputed our determination that the performance targets requiring payout of the HIS earn-out liability were not met. We expect the dispute will be resolved by binding arbitration unless both parties are able to come to an agreement on this issue, that will likely be concluded during 2021. 79 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In the fourth quarter of 2019, we recognized an earn-out liability related to the acquisition of Pursuit (see Note 2, Acquisitions). Pursuit's equity holders are potentially entitled up to $ 50.0 million in additional cash consideration contingent upon the achievement of certain sales and gross profit targets for specific customers. The earn-out paid will be calculated as a percentage of gross profit achieved during the earn-out period against a pre-determined target gross profit, not to exceed $ 50.0 million. We used a Monte Carlo simulation model to determine the fair value of the earn-out. The Monte Carlo simulation model utilizes multiple input variables to determine the value of the earn-out including historical volatility, a risk free interest rate, counter party credit risk and projected future gross profit, see below simulation input table related to Pursuit. The historical volatility was based on the median of ICU and a certain peer group. The risk-free interest rate is equal to the yield, as of the valuation date, of the zero-coupon U.S. Treasury bill that is commensurate with the term of the earn-out. The counter party credit risk is based on a synthetic credit rating of B1. If the probabilities in the model significantly change from what we initially and subsequently anticipate, the change could have a significant impact on our financial statements in the period recognized. Our contingent earn-out liability is separately stated in our consolidated balance sheets. The following table provides a reconciliation of our Level 3 earn-out liabilities measured at estimated fair value based on an initial valuation and updated quarterly for the years ended December 31, 2020, 2019 and 2018 (in thousands): Earn-out Liability Contingent earn-out liability, January 1, 2018 $ 27,000 Change in fair value of contingent earn-out (included in income from operations as a separate line item) (1) 20,400 Contingent earn-out liability, December 31, 2018 $ 47,400 Acquisition date fair value estimate of earn-out (2) 17,300 Change in fair value of contingent earn-out (included in income from operations as a separate line item) (3) ( 47,400 ) Contingent earn-out liability, December 31, 2019 17,300 Change in fair value of contingent earn-out (included in income from operations as a separate line item) (4) 9,000 Contingent earn-out liability, December 31, 2020 $ 26,300 _________________________ (1) Changes in the fair value of the HIS earn-out during the performance period are due to a change in the forecast of the underlying target, adjusted EBITDA, and due to changes in other assumptions used in the Monte Carlo simulation. (2) Relates to our acquisition of Pursuit, (see Note 2, Acquisitions). (3) The change in the fair value of the HIS earn-out was based on actual results as compared to the earn-out performance targets. (4) The fair value of the Pursuit earn-out increased during 2020 primarily due to changes in the probabilities within the valuation model. The following tables provide quantitative information about Level 3 inputs for fair value measurement of our earn-out liabilities as of the acquisition date to December 31, 2020. Significant increases or decreases in these inputs in isolation could result in a significant impact on our fair value measurement. HIS Earn-out Simulation Input As of December 31, 2018 At January 1, 2018 Adjusted EBITDA Volatility 30.00 % 26.00 % WACC 8.25 % 8.75 % 20-year risk free rate 2.87 % 2.58 % Market price of risk 5.24 % 5.99 % Cost of debt 5.25 % 4.08 % 80 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Pursuit Earn-out As of December 31, At Acquisition Simulation Input 2020 2019 November 2, 2019 Revenue/Gross Profit Volatility 25.00 % 20.00 % 20.00 % Discount Rate 12.50 % 15.00 % 15.00 % Risk free rate 0.09 % 1.55 % 1.55 % Counter Party Risk 3.10 % 6.00 % 6.00 % Investments and foreign currency contracts The fair value of our investments, which consists of corporate bonds, is estimated using observable market based inputs such as quoted prices, interest rates and yield curves or Level 2 inputs. The fair value of our Level 2 forward currency contract 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. There were no transfers between levels in 2020 or 2019. 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 December 31, 2020 Total carrying value Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Assets: Available for sale debt securities: Short-term $ 14,687 $ — $ 14,687 $ — Long-term 12,974 — 12,974 — Foreign exchange forwards: Prepaid expenses and other current assets 3,555 — 3,555 — Total Assets $ 31,216 $ — $ 31,216 $ — Liabilities: Earn-out liability $ 26,300 $ — $ — $ 26,300 Total Liabilities $ 26,300 $ — $ — $ 26,300 81 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Fair value measurements as of December 31, 2019 Total carrying value Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Assets: Available for sale debt securities: Short-term $ 23,967 $ — $ 23,967 $ — Foreign exchange forwards: Prepaid expenses and other current assets 2,366 — 2,366 — Total Assets $ 26,333 $ — $ 26,333 $ — Liabilities: Earn-out liability $ 17,300 $ — $ — $ 17,300 Total Liabilities $ 17,300 $ — $ — $ 17,300 NOTE 9. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following (in thousands): As of December 31, 2020 2019 Other prepaid expenses and receivables $ 14,964 $ 13,778 Deferred costs 6,402 3,332 Prepaid insurance and property taxes 6,178 5,450 VAT/GST receivable 3,676 4,422 Deferred tax charge 3,542 1,266 Foreign exchange forward contract 3,555 2,366 Deposits 1,353 1,375 Other 1,822 1,992 $ 41,492 $ 33,981 82 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10. ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES Accrued liabilities consist of the following (in thousands): As of December 31, 2020 2019 Salaries and benefits $ 25,786 $ 21,116 Incentive compensation 27,023 15,221 Accrued supply chain restructuring costs — 23,119 Operating lease liability-ST 8,740 7,362 Accrued professional fees 1,273 4,782 Accrued product field action — 2,096 Legal accrual 900 826 Accrued sales taxes 2,146 2,615 Warranties and returns 1,027 782 Deferred revenue 5,566 4,761 Accrued other taxes 3,540 4,054 Distribution fees 5,300 3,942 Accrued freight 6,784 11,238 Restructuring accrual 3,421 5,459 Contract liabilities-ST — 1,935 Contract settlement — 1,667 Other 5,515 6,801 $ 97,021 $ 117,776 Other long-term liabilities consist of the following (in thousands): As of December 31, 2020 2019 Operating lease liabilities-LT $ 41,019 $ 28,896 Finance lease liability-LT 2,388 — Contract liabilities (1) 337 472 Deferred revenue 864 94 Benefits 1,183 1,131 Accrued rent 1,462 1,642 Other 582 585 $ 47,835 $ 32,820 __________________________________________ (1) Consists of contracts with customers and suppliers that were valued at below market at the time of the HIS acquisition. 83 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11. LONG-TERM OBLIGATIONS Five-year Senior Secured Revolving Credit Facility ("Credit Facility") On November 8, 2017, we entered into a five-year Revolving Credit Facility ("Credit Facility") with various lenders for $ 150 million, with Wells Fargo Bank, N.A. as the administrative agent, swingline lender and issuing lender. During March 2020, as a result of market uncertainty caused by the COVID-19 pandemic, we preemptively borrowed $150.0 million on our Credit Facility as a conservative measure to manage any potential short-term liquidity risk. As of December 31, 2020, we had fully repaid all amounts borrowed. As of December 31, 2020 and 2019, we had no borrowings and $ 150 million of availability under the Credit Facility. The Credit Facility matures on November 8, 2022 . The Credit Facility has an accordion feature that would enable us to increase the borrowing capacity of the Credit Facility by the greater of (i) $ 100 million and (ii) 2.00x Total Leverage. In connection with the Credit Facility, for the year ended December 31, 2017, we incurred $ 1.4 million in financing costs, which were capitalized and are included in prepaid expenses and other current assets and other assets in our consolidated balance sheets, in accordance with the appropriate short-term or long-term classification. These fees are being amortized to interest expense over the remaining term of the Credit Facility. Principal payments Principal payments, when drawn on the Credit Facility, are made at our discretion with the entire unpaid amount due at maturity. Interest rate In general, borrowing under the Credit Facility (other than Swingline loans) bears interest, at our option, based on the Base Rate plus applicable margin or the London Interbank Offered Rate ("LIBOR") rate plus applicable margin, as defined below: (A) Base Rate is defined as the highest of: (a) the Prime Rate; (b) the Federal Funds Rate plus 0.50%; and (c) the daily LIBOR (as defined below) for a one month Interest Period plus 1%. (B) LIBOR Rate, as determined by the Administrative Agent, is defined as the rate per annum obtained by dividing (1) LIBOR by (2) 1.00 - Eurodollar Reserve Percentage. Swingline loans will bear interest at the Base Rate plus the applicable Interest Margin. The Credit Facility has a per annum commitment fee (see table below) that will accrue on the unused amounts of the commitments under the Credit Facility. The applicable interest margins and the commitment fee with respect to the Credit Facility shall be based on the Total Leverage Ratio pursuant to the following pricing grid: Level Consolidated Total Leverage Ratio Commitment Fee LIBOR + Base Rate + I Less than 1.00 to 1.00 0.15 % 1.25 % 0.25 % II Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00 0.20 % 1.50 % 0.50 % III Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00 0.25 % 1.75 % 0.75 % IV Greater than or equal to 2.50 to 1.00 0.30 % 2.00 % 1.00 % Guarantors and Collateral Our obligations under the Credit Facility are unconditionally guaranteed, on a joint and several basis, by ICU Medical, Inc. and certain of our existing subsidiaries. Our obligations are secured by: (i) 100% of the equity interests of our guarantor 84 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS subsidiaries; and (ii) all of the tangible and intangible personal property and assets related to us and our guarantor subsidiaries (including, without limitation, all accounts, equipment, inventory and other goods, all instruments, intellectual property and other general intangibles, deposit accounts, securities accounts and other investment property and cash), and (iii) all products, profits and proceeds of the foregoing. Notwithstanding the foregoing, the collateral shall not include certain excluded property. Debt Covenants The Credit Facility contains certain financial covenants pertaining to Consolidated Fixed Charge Coverage and Consolidated Total Leverage Ratios. In addition, the Credit Facility has restrictions pertaining to limitations on debt, liens, negative pledges, loans, advances, acquisitions, other investments, dividends, distributions, redemptions, repurchases of equity interests, fundamental changes and asset sales and other dispositions, prepayments, redemptions and purchases of subordinated debt and other junior debt, transactions with affiliates, dividend and payment restrictions affecting subsidiaries, changes in line of business, fiscal year and accounting practices and amendment of organizational documents and junior debt documents. The Consolidated Leverage Ratio is defined as the ratio of Consolidated Total Funded Indebtedness on such date, to Consolidated Adjusted EBITDA, as defined under the Credit Facility Agreement, for the most recently completed four fiscal quarters. The maximum Consolidated Leverage Ratio is not more than 3.00 to 1.00. The Consolidated Fixed Charge Coverage Ratio is defined as the ratio of: (a) Consolidated Adjusted EBITDA less the sum of (i) capital expenditures, (ii) federal, state, local and foreign income taxes paid in cash and (iii) cash restricted payments made after the closing date, to (b) Consolidated Fixed Charges for the most recently completed four fiscal quarters, calculated on a pro forma basis. The minimum Consolidated Fixed Charge Coverage Ratio is 2.00 to 1.00. We were in compliance with all financial covenants as of December 31, 2020. NOTE 12. INCOME TAXES Income from continuing operations before taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 41,194 $ 32,849 $ ( 8,600 ) Foreign 56,300 81,858 30,974 $ 97,494 $ 114,707 $ 22,374 The provision (benefit) for income taxes consisted of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ 6,032 $ 6,851 $ 492 State 2,422 2,532 1,865 Foreign 7,290 7,994 9,136 15,744 17,377 11,493 Deferred: Federal $ ( 5,319 ) $ ( 6,720 ) $ ( 9,118 ) State ( 1,850 ) ( 325 ) ( 3,072 ) Foreign 2,049 3,340 ( 5,722 ) ( 5,120 ) ( 3,705 ) ( 17,912 ) $ 10,624 $ 13,672 $ ( 6,419 ) We have accrued for tax contingencies for potential tax assessments, and in 2020 we recognized a $ 3.2 million net increase, most of which related to various federal, state and foreign tax reserves. 85 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) A reconciliation of the provision for income taxes at the statutory rate to our effective tax rate is as follows (dollars in thousands): Year Ended December 31, 2020 2019 2018 Amount Percent Amount Percent Amount Percent Federal tax at the expected statutory rate $ 20,474 21.0 % $ 24,088 21.0 % $ 4,699 21.0 % State income tax, net of federal effect 2,099 2.2 % 1,269 1.1 % 927 4.1 % Tax credits ( 3,269 ) ( 3.4 ) % ( 2,896 ) ( 2.5 ) % ( 4,961 ) ( 22.2 ) % Global intangible low-taxed income ( 2,555 ) ( 2.6 ) % 6,118 5.3 % 2,363 10.6 % Foreign income tax differential ( 3,888 ) ( 4.0 ) % ( 5,939 ) ( 5.2 ) % ( 2,944 ) ( 13.2 ) % Stock based compensation ( 4,686 ) ( 4.8 ) % ( 8,446 ) ( 7.4 ) % ( 11,040 ) ( 49.3 ) % Impact of the Tax Act — — % — — % 826 3.7 % IP installment sale and repatriation — — % ( 2,118 ) ( 1.8 ) % 3,252 14.5 % Contingent consideration 1,566 1.6 % — — % — — % Section 162(m) 1,079 1.1 % 203 0.2 % 456 2.0 % Other ( 196 ) ( 0.2 ) % 1,393 1.2 % 3 0.1 % $ 10,624 10.9 % $ 13,672 11.9 % $ ( 6,419 ) ( 28.7 ) % Tax credits in 2020, 2019 and 2018 consist principally of research and developmental tax credits. Certain intellectual property and assets were repatriated in 2019 from a liquidation of foreign subsidiaries to the U.S. parent. The tax effect of the repatriation is included as IP installment sale and repatriation. The components of our deferred income tax assets (liabilities) are as follows (in thousands): As of December 31, 2020 2019 Deferred tax asset: Accruals/other $ 5,668 $ 2,632 Acquired future tax deductions 7,781 8,711 Stock-based compensation 7,138 9,654 Foreign currency translation adjustments 2,406 2,716 Tax credits 12,444 11,331 Inventory reserves 8,493 4,305 Allowance for doubtful accounts 4,460 4,242 Accrued restructuring 1,293 7,072 Chargebacks, discounts, customer concessions 22,874 20,975 Valuation allowance ( 3,891 ) ( 3,677 ) $ 68,666 $ 67,961 Deferred tax liability: State income taxes $ 2,398 $ 2,600 Foreign 776 997 Depreciation and amortization 26,375 23,839 Section 481(a) adjustment - change in accounting method 9,746 14,618 $ 39,295 $ 42,054 Deferred tax asset, net $ 29,371 $ 25,907 86 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Tax Holidays and Carryforwards Net operating loss ("NOL") carryforwards consist of: (a) federal NOL carryforwards of $ 7.0 million which will expire at various dates from 2023 to indefinite carryforward periods, (b) state NOL carryforwards of $ 6.1 million which will expire at various dates from 2026 to indefinite carryforward periods and (c) foreign NOL carryforwards of $ 19.7 million which will expire at various dates from 2021 to indefinite carryforward periods. Under Section 382 of the Internal Revenue Code, certain ownership changes limit the utilization of the NOL carryforwards, and the amount of federal NOL carryforwards recorded is the net federal benefit available. Other carryforwards include state research and development (“R&D”) tax credit carryforwards of $ 16.7 million, which have an indefinite carryforward period. A substantial portion of our manufacturing operations in Costa Rica operate under various tax holiday and tax incentive programs due to expire in whole or in part in 2027. Certain of the holidays may be extended if specific conditions are met. The net impact of these tax holiday and tax incentives was an increase to our net earnings by $ 8.0 million or $ 0.37 per diluted share in 2020 and by $ 7.8 million or $ 0.36 per diluted share in 2019. Foreign currency translation adjustments, and related tax effects, are an element of “other comprehensive income” and are not included in net income other than the revaluation of the associated deferred tax asset due to the Tax Act. As of December 31, 2020, we have estimated $ 97.8 million of undistributed foreign earnings and profits. Such earnings were previously subject to U.S. tax as a result of the Tax Act and much of any future remittances would generally be subject to no U.S. tax as a result of dividends received deductions and/or foreign tax credit relief. We intend to invest substantially all of our foreign subsidiary earnings, as well as our capital in our foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which we incur significant additional costs upon repatriation of such amounts. We are subject to taxation in the United States and various states and foreign jurisdictions. Our United States federal income tax returns for tax years 2017 and forward are subject to examination by the Internal Revenue Service. Our principal state income tax returns for tax years 2012 and forward are subject to examination by the state tax authorities. The total gross amount of unrecognized tax benefits as of December 31, 2020 was $ 18.4 million which, if recognized, would impact the effective tax rate. We believe that adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax examinations cannot be predicted with certainty. As of December 31, 2020, it is not possible to estimate the amount of change, if any, in the unrecognized tax benefits that is reasonably possible within the next twelve months. We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. We have not accrued any penalties or interest as of December 31, 2020 or December 31, 2019. The following table summarizes our cumulative gross unrecognized tax benefits (in thousands): Year Ended December 31, 2020 2019 2018 Beginning balance $ 15,027 $ 10,824 $ 6,527 Increases to prior year tax positions 502 138 — Increases to current year tax positions 2,987 4,231 4,536 Decreases to prior year tax positions ( 15 ) ( 3 ) ( 146 ) Decrease related to lapse of statute of limitations ( 58 ) ( 163 ) ( 93 ) Ending balance $ 18,443 $ 15,027 $ 10,824 87 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 13. GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS Significant Customers We sell products worldwide, on credit terms on an unsecured basis, as an OEM supplier, to independent medical supply distributors and directly to the end customer. The manufacturers and distributors, in turn, sell our products to healthcare providers. We do not currently derive a significant portion of our revenues from any one customer. Geographic Information The table below presents our gross long-lived assets, consisting of property, plant and equipment, by country or region (in thousands): As of December 31, 2020 2019 Costa Rica $ 104,015 $ 96,442 Mexico 76,004 69,141 Other LATAM 37,485 31,905 Canada 4,672 4,769 Italy 11,098 7,921 Spain 8,701 6,411 Other Europe 3,795 3,135 APAC 19,836 17,200 Total Foreign $ 265,606 $ 236,924 United States 577,490 539,316 Worldwide Total $ 843,096 $ 776,240 NOTE 14. STOCKHOLDERS' EQUITY Treasury Stock In August 2019, our Board of Directors approved a common stock purchase plan to purchase up to $ 100.0 million of our common stock. This plan has no expiration date. We have $ 100.0 million remaining on this purchase plan. We did not purchase any of our common stock under our common stock purchase plan in 2020, 2019 or 2018. We are currently limited on share purchases in accordance with the terms and conditions of our Credit Facility, (see Note 11, Long-Term Obligations). In 2020, we withheld 67,041 shares of our common stock from employee vested restricted stock units in consideration for $ 12.9 million in payments for the employee's share award income tax withholding obligations. We had 209 shares remaining in treasury at December 31, 2020. In 2019, we withheld 80,186 shares of our common stock from employee vested restricted stock units in consideration for $ 18.6 million in payments for the employee's share award income tax withholding obligations. We have 850 shares remaining in treasury at December 31, 2019. In 2018, we withheld 26,307 shares of our common stock from employee vested restricted stock units in consideration for $ 6.3 million in payments for the employee's share award income tax withholding obligations. We had 408 shares remaining in treasury at December 31, 2018. We use treasury stock to issue shares for stock option exercises and restricted stock grants. 88 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accumulated Other Comprehensive (Loss) Income ("AOCI") The components of AOCI, net of tax, were as follows (in thousands): Foreign Currency Translation Adjustments Unrealized (Losses) Gains on Cash Flow Hedges Other Adjustments Total Balance as of January 1, 2018 $ ( 14,578 ) $ ( 365 ) $ ( 16 ) $ ( 14,959 ) Other comprehensive (loss) income before reclassifications ( 3,104 ) 1,568 115 ( 1,421 ) Amounts reclassified from AOCI — ( 565 ) — ( 565 ) Other comprehensive (loss) income ( 3,104 ) 1,003 115 ( 1,986 ) Balance as of December 31, 2018 ( 17,682 ) 638 99 ( 16,945 ) Other comprehensive income (loss) before reclassifications 372 1,938 ( 71 ) 2,239 Amounts reclassified from AOCI — ( 696 ) — ( 696 ) Other comprehensive income (loss) 372 1,242 ( 71 ) 1,543 Balance as of December 31, 2019 $ ( 17,310 ) $ 1,880 $ 28 $ ( 15,402 ) Other comprehensive income before reclassifications 12,929 1,505 47 14,481 Amounts reclassified from AOCI — ( 601 ) — ( 601 ) Other comprehensive income 12,929 904 47 13,880 Balance as of December 31, 2020 $ ( 4,381 ) $ 2,784 $ 75 $ ( 1,522 ) NOTE 15. 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 related to sales of our products. There is no maximum limit on the indemnification that may be required under these agreements. We have never incurred, nor do we expect to incur, any liability for indemnification. Contingencies We had a contractual earn-out arrangement in connection with our 2017 acquisition of HIS, which as of December 31, 2019 we determined did not meet the necessary performance targets that would require payout of any of the HIS earn-out liability. Pfizer was entitled to receive between $191.3 million and $ 225.0 million in additional cash consideration based on the achievement of certain performance targets for the combined company for the three years ending December 31, 2019. As of the date of this filing, Pfizer has disputed our determination that the performance targets requiring payout of the HIS earn-out liability were not met. We expect the dispute will be resolved by binding arbitration unless both parties are able to come to an agreement on this issue (see Note 8, Fair Value Measurements). During November 2019, we acquired Pursuit (see Note 2, Acquisitions). Total consideration for the acquisition includes a potential contractual earn-out of up to $ 50.0 million calculated based upon the achievement of certain performance targets during the earn-out period. 89 ICU MEDICAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16. COLLABORATIVE AND OTHER ARRANGEMENTS On February 3, 2017, we entered into two manufacturing and supply agreements ("MSA's"), (i) whereby Pfizer will 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) whereby 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. The MSA's provide each party with mutually beneficial interests and both of the MSA's are to be jointly managed by both Pfizer and ICU. The initial supply price, which will be annually updated, is in full consideration for all costs associated with the manufacture, documentation, packaging and certification of the products. Related-party revenue for goods manufactured for Pfizer under our Manufacturing and Supply Agreements with Pfizer was $ 78.2 million during 2018, and the cost of product manufactured by Pfizer for us under those agreements was $ 81.0 million during 2018. NOTE 17. SELECTED QUARTERLY FINANCIAL DATA - UNAUDITED Quarter Ended Mar. 31 Jun. 30 Sept. 30 Dec. 31 (in thousands except per share data) 2020 Total revenue $ 328,607 $ 303,379 $ 318,567 $ 320,451 Gross profit $ 121,415 $ 106,284 $ 113,924 $ 119,874 Net income $ 16,834 $ 18,908 $ 24,986 $ 26,142 Net income per share: Basic $ 0.81 $ 0.91 $ 1.19 $ 1.24 Diluted $ 0.78 $ 0.88 $ 1.16 $ 1.21 2019 Total revenue $ 330,932 $ 312,282 $ 307,471 $ 315,523 Gross profit $ 135,303 $ 103,869 $ 118,552 $ 114,140 Net income (loss) $ 30,998 $ 22,833 $ 26,563 $ 20,641 Net income (loss) per share: Basic $ 1.51 $ 1.11 $ 1.29 $ 1.00 Diluted $ 1.44 $ 1.06 $ 1.24 $ 0.96 90 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.