|
(Mark One)
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2019
|
|
OR
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
94-3166458
(IRS Employer
Identification No.)
|
Title of each class
|
|
Name of each exchange on which registered
|
|
Ticker Symbol
|
Common Stock, $0.001 par value
|
|
The NASDAQ Stock Market LLC
|
|
OMCL
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands, except par value)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77,244
|
|
|
$
|
67,192
|
|
Accounts receivable and unbilled receivables, net of allowances of $3,881 and $2,582, respectively
|
203,489
|
|
|
196,238
|
|
||
Inventories
|
103,909
|
|
|
100,868
|
|
||
Prepaid expenses
|
17,048
|
|
|
20,700
|
|
||
Other current assets
|
12,017
|
|
|
12,136
|
|
||
Total current assets
|
413,707
|
|
|
397,134
|
|
||
Property and equipment, net
|
52,039
|
|
|
51,500
|
|
||
Long-term investment in sales-type leases, net
|
19,469
|
|
|
17,082
|
|
||
Operating lease right-of-use assets
|
63,851
|
|
|
—
|
|
||
Goodwill
|
336,119
|
|
|
335,887
|
|
||
Intangible assets, net
|
138,893
|
|
|
143,686
|
|
||
Long-term deferred tax assets
|
32,043
|
|
|
15,197
|
|
||
Prepaid commissions
|
43,669
|
|
|
46,143
|
|
||
Other long-term assets
|
77,270
|
|
|
74,613
|
|
||
Total assets
|
$
|
1,177,060
|
|
|
$
|
1,081,242
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
38,466
|
|
|
$
|
38,038
|
|
Accrued compensation
|
29,056
|
|
|
41,660
|
|
||
Accrued liabilities
|
52,996
|
|
|
43,047
|
|
||
Deferred revenues, net
|
90,104
|
|
|
81,835
|
|
||
Total current liabilities
|
210,622
|
|
|
204,580
|
|
||
Long-term deferred revenues
|
10,302
|
|
|
10,582
|
|
||
Long-term deferred tax liabilities
|
61,405
|
|
|
41,484
|
|
||
Long-term operating lease liabilities
|
57,470
|
|
|
—
|
|
||
Other long-term liabilities
|
9,786
|
|
|
9,562
|
|
||
Long-term debt, net
|
96,990
|
|
|
135,417
|
|
||
Total liabilities
|
446,575
|
|
|
401,625
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 100,000 shares authorized; 50,351 and 49,480 shares issued; 41,206 and 40,335 shares outstanding, respectively
|
50
|
|
|
50
|
|
||
Treasury stock at cost, 9,145 shares outstanding, respectively
|
(185,074
|
)
|
|
(185,074
|
)
|
||
Additional paid-in capital
|
725,273
|
|
|
678,041
|
|
||
Retained earnings
|
200,738
|
|
|
197,454
|
|
||
Accumulated other comprehensive loss
|
(10,502
|
)
|
|
(10,854
|
)
|
||
Total stockholders’ equity
|
730,485
|
|
|
679,617
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,177,060
|
|
|
$
|
1,081,242
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except per share data)
|
||||||
Revenues:
|
|
|
|
||||
Product revenues
|
$
|
145,610
|
|
|
$
|
130,659
|
|
Services and other revenues
|
56,907
|
|
|
51,960
|
|
||
Total revenues
|
202,517
|
|
|
182,619
|
|
||
Cost of revenues:
|
|
|
|
||||
Cost of product revenues
|
78,811
|
|
|
75,417
|
|
||
Cost of services and other revenues
|
26,589
|
|
|
24,747
|
|
||
Total cost of revenues
|
105,400
|
|
|
100,164
|
|
||
Gross profit
|
97,117
|
|
|
82,455
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development
|
16,078
|
|
|
16,537
|
|
||
Selling, general, and administrative
|
68,278
|
|
|
65,285
|
|
||
Total operating expenses
|
84,356
|
|
|
81,822
|
|
||
Income from operations
|
12,761
|
|
|
633
|
|
||
Interest and other income (expense), net
|
(1,410
|
)
|
|
(2,729
|
)
|
||
Income (loss) before provision for income taxes
|
11,351
|
|
|
(2,096
|
)
|
||
Provision for (benefit from) income taxes
|
8,067
|
|
|
(4,816
|
)
|
||
Net income
|
$
|
3,284
|
|
|
$
|
2,720
|
|
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.08
|
|
|
$
|
0.07
|
|
Diluted
|
$
|
0.08
|
|
|
$
|
0.07
|
|
Weighted-average shares outstanding:
|
|
|
|
||||
Basic
|
40,692
|
|
|
38,635
|
|
||
Diluted
|
42,281
|
|
|
39,691
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
3,284
|
|
|
$
|
2,720
|
|
Other comprehensive income, net of reclassification adjustments:
|
|
|
|
||||
Unrealized gains (losses) on interest rate swap contracts
|
(317
|
)
|
|
202
|
|
||
Foreign currency translation adjustments
|
669
|
|
|
2,472
|
|
||
Other comprehensive income
|
352
|
|
|
2,674
|
|
||
Comprehensive income
|
$
|
3,636
|
|
|
$
|
5,394
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Earnings
|
|
Accumulated Other
Comprehensive Income (Loss) |
|
Stockholders’
Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||
Balances as of December 31, 2018
|
49,480
|
|
|
$
|
50
|
|
|
(9,145
|
)
|
|
$
|
(185,074
|
)
|
|
$
|
678,041
|
|
|
$
|
197,454
|
|
|
$
|
(10,854
|
)
|
|
$
|
679,617
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,284
|
|
|
—
|
|
|
3,284
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|
352
|
|
||||||
At the market equity offering, net of costs
|
243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,216
|
|
|
—
|
|
|
—
|
|
|
20,216
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,410
|
|
|
—
|
|
|
—
|
|
|
8,410
|
|
||||||
Issuance of common stock under employee stock plans
|
628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,526
|
|
|
—
|
|
|
—
|
|
|
20,526
|
|
||||||
Tax payments related to restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,920
|
)
|
|
—
|
|
|
—
|
|
|
(1,920
|
)
|
||||||
Balances as of March 31, 2019
|
50,351
|
|
|
$
|
50
|
|
|
(9,145
|
)
|
|
$
|
(185,074
|
)
|
|
$
|
725,273
|
|
|
$
|
200,738
|
|
|
$
|
(10,502
|
)
|
|
$
|
730,485
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Earnings
|
|
Accumulated Other
Comprehensive Income (Loss) |
|
Stockholders’
Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||
Balances as of December 31, 2017
|
47,577
|
|
|
$
|
48
|
|
|
(9,145
|
)
|
|
$
|
(185,074
|
)
|
|
$
|
585,756
|
|
|
$
|
159,722
|
|
|
$
|
(6,113
|
)
|
|
$
|
554,339
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,720
|
|
|
—
|
|
|
2,720
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,674
|
|
|
2,674
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,528
|
|
|
—
|
|
|
—
|
|
|
6,528
|
|
||||||
Issuance of common stock under employee stock plans
|
428
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,541
|
|
|
—
|
|
|
—
|
|
|
9,541
|
|
||||||
Tax payments related to restricted stock units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,300
|
)
|
|
—
|
|
|
—
|
|
|
(1,300
|
)
|
||||||
Balances as of March 31, 2018
|
48,005
|
|
|
$
|
48
|
|
|
(9,145
|
)
|
|
$
|
(185,074
|
)
|
|
$
|
600,525
|
|
|
$
|
162,442
|
|
|
$
|
(3,439
|
)
|
|
$
|
574,502
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
3,284
|
|
|
$
|
2,720
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization
|
12,637
|
|
|
12,310
|
|
||
Loss on disposal of fixed assets
|
355
|
|
|
—
|
|
||
Share-based compensation expense
|
8,410
|
|
|
6,528
|
|
||
Deferred income taxes
|
3,075
|
|
|
(5,128
|
)
|
||
Amortization of operating lease right-of-use assets
|
2,602
|
|
|
—
|
|
||
Amortization of debt financing fees
|
573
|
|
|
573
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable and unbilled receivables
|
(7,251
|
)
|
|
(632
|
)
|
||
Inventories
|
(2,936
|
)
|
|
(6,881
|
)
|
||
Prepaid expenses
|
3,652
|
|
|
(769
|
)
|
||
Other current assets
|
373
|
|
|
(997
|
)
|
||
Investment in sales-type leases
|
(2,641
|
)
|
|
(1,491
|
)
|
||
Prepaid commissions
|
2,474
|
|
|
1,796
|
|
||
Other long-term assets
|
5,206
|
|
|
(1,673
|
)
|
||
Accounts payable
|
(233
|
)
|
|
(9,416
|
)
|
||
Accrued compensation
|
(12,604
|
)
|
|
2,391
|
|
||
Accrued liabilities
|
127
|
|
|
4,276
|
|
||
Deferred revenues
|
7,989
|
|
|
15,118
|
|
||
Operating lease liabilities
|
(2,669
|
)
|
|
—
|
|
||
Other long-term liabilities
|
4,074
|
|
|
131
|
|
||
Net cash provided by operating activities
|
26,497
|
|
|
18,856
|
|
||
Investing Activities
|
|
|
|
||||
Software development for external use
|
(11,717
|
)
|
|
(5,272
|
)
|
||
Purchases of property and equipment
|
(4,980
|
)
|
|
(9,268
|
)
|
||
Net cash used in investing activities
|
(16,697
|
)
|
|
(14,540
|
)
|
||
Financing Activities
|
|
|
|
||||
Repayment of debt and revolving credit facility
|
(39,000
|
)
|
|
(2,500
|
)
|
||
At the market offering, net of offering costs
|
20,216
|
|
|
—
|
|
||
Proceeds from stock issuances under stock-based compensation plans
|
20,526
|
|
|
9,541
|
|
||
Employees’ taxes paid related to restricted stock units
|
(1,920
|
)
|
|
(1,300
|
)
|
||
Net cash provided by (used in) financing activities
|
(178
|
)
|
|
5,741
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
430
|
|
|
1,292
|
|
||
Net increase in cash and cash equivalents
|
10,052
|
|
|
11,349
|
|
||
Cash and cash equivalents at beginning of period
|
67,192
|
|
|
32,424
|
|
||
Cash and cash equivalents at end of period
|
$
|
77,244
|
|
|
$
|
43,773
|
|
Supplemental disclosure of non-cash activities
|
|
|
|
||||
Unpaid purchases of property and equipment
|
$
|
1,454
|
|
|
$
|
676
|
|
Property and equipment transferred to inventory
|
$
|
105
|
|
|
$
|
—
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
431
|
|
|
$
|
—
|
|
|
January 1, 2019
|
||||||||||
|
Pre-ASC 842 Balances
|
|
ASC 842 Adoption Impact
|
|
Post-ASC 842 Balances
|
||||||
|
(In thousands)
|
||||||||||
Operating lease right-of-use assets
|
$
|
—
|
|
|
$
|
66,008
|
|
|
$
|
66,008
|
|
Accrued liabilities
(1)
|
43,047
|
|
|
10,067
|
|
|
53,114
|
|
|||
Long-term operating lease liabilities
|
—
|
|
|
59,791
|
|
|
59,791
|
|
|||
Other long-term liabilities
(2)
|
9,562
|
|
|
(3,850
|
)
|
|
5,712
|
|
(1)
|
Adjustment represents the current portion of the operating lease liabilities of
$10.3 million
, and reclassification of exit cost obligations and deferred rent of
$0.1 million
and
$0.1 million
, respectively, to reduce the operating lease right-of-use assets.
|
(2)
|
Adjustment represents the reclassification of deferred rent to reduce the operating lease right-of-use assets.
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Hardware and software
|
$
|
120,221
|
|
|
$
|
107,451
|
|
Consumables
|
21,087
|
|
|
19,438
|
|
||
Other
|
4,302
|
|
|
3,770
|
|
||
Total product revenues
|
$
|
145,610
|
|
|
$
|
130,659
|
|
(1)
|
No individual country represented more than 10% of the respective totals.
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Short-term unbilled receivables - included in accounts receivable and unbilled receivables
|
$
|
8,708
|
|
|
$
|
9,191
|
|
Long-term unbilled receivables - included in other long-term assets
|
11,423
|
|
|
16,481
|
|
||
Total contract assets
|
$
|
20,131
|
|
|
$
|
25,672
|
|
|
|
|
|
||||
Short-term deferred revenues, net
|
$
|
90,104
|
|
|
$
|
81,835
|
|
Long-term deferred revenues
|
10,302
|
|
|
10,582
|
|
||
Total contract liabilities
|
$
|
100,406
|
|
|
$
|
92,417
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except per share data)
|
||||||
Net income
|
$
|
3,284
|
|
|
$
|
2,720
|
|
Weighted-average shares outstanding — basic
|
40,692
|
|
|
38,635
|
|
||
Effect of dilutive securities from stock award plans
|
1,589
|
|
|
1,056
|
|
||
Weighted-average shares outstanding — diluted
|
42,281
|
|
|
39,691
|
|
||
Net income per share - basic
|
$
|
0.08
|
|
|
$
|
0.07
|
|
Net income per share - diluted
|
$
|
0.08
|
|
|
$
|
0.07
|
|
|
|
|
|
||||
Anti-dilutive weighted-average shares related to stock award plans
|
635
|
|
|
1,113
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
136
|
|
Total financial assets
|
$
|
—
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
136
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Interest rate swap contracts
|
$
|
—
|
|
|
$
|
562
|
|
|
$
|
—
|
|
|
$
|
562
|
|
Total financial assets
|
$
|
—
|
|
|
$
|
562
|
|
|
$
|
—
|
|
|
$
|
562
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
34,552
|
|
|
$
|
32,511
|
|
Work in process
|
8,876
|
|
|
8,726
|
|
||
Finished goods
|
60,481
|
|
|
59,631
|
|
||
Total inventories
|
$
|
103,909
|
|
|
$
|
100,868
|
|
|
|
|
|
||||
Other long-term assets:
|
|
|
|
||||
Capitalized software, net
|
$
|
64,682
|
|
|
$
|
56,819
|
|
Unbilled receivables
|
11,423
|
|
|
16,481
|
|
||
Other assets
|
1,165
|
|
|
1,313
|
|
||
Total other long-term assets, net
|
$
|
77,270
|
|
|
$
|
74,613
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
||||
Operating lease liabilities, current portion
|
$
|
10,373
|
|
|
$
|
—
|
|
Advance payments from customers
|
9,400
|
|
|
8,993
|
|
||
Rebates and lease buyouts
|
8,111
|
|
|
11,076
|
|
||
Group purchasing organization fees
|
4,403
|
|
|
4,455
|
|
||
Taxes payable
|
5,996
|
|
|
5,885
|
|
||
Other accrued liabilities
|
14,713
|
|
|
12,638
|
|
||
Total accrued liabilities
|
$
|
52,996
|
|
|
$
|
43,047
|
|
|
Three months ended March 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||||
|
Foreign currency translation adjustments
|
|
Unrealized gain (loss) on interest rate swap hedges
|
|
Total
|
|
Foreign currency translation adjustments
|
|
Unrealized gain (loss) on interest rate swap hedges
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Beginning balance
|
$
|
(11,274
|
)
|
|
$
|
420
|
|
|
$
|
(10,854
|
)
|
|
$
|
(6,954
|
)
|
|
$
|
841
|
|
|
$
|
(6,113
|
)
|
Other comprehensive income before reclassifications
|
669
|
|
|
100
|
|
|
769
|
|
|
2,472
|
|
|
401
|
|
|
2,873
|
|
||||||
Amounts reclassified from other comprehensive income (loss), net of tax
|
—
|
|
|
(417
|
)
|
|
(417
|
)
|
|
—
|
|
|
(199
|
)
|
|
(199
|
)
|
||||||
Net current-period other comprehensive income (loss), net of tax
|
669
|
|
|
(317
|
)
|
|
352
|
|
|
2,472
|
|
|
202
|
|
|
2,674
|
|
||||||
Ending balance
|
$
|
(10,605
|
)
|
|
$
|
103
|
|
|
$
|
(10,502
|
)
|
|
$
|
(4,482
|
)
|
|
$
|
1,043
|
|
|
$
|
(3,439
|
)
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Equipment
|
$
|
76,668
|
|
|
$
|
75,417
|
|
Furniture and fixtures
|
8,122
|
|
|
7,844
|
|
||
Leasehold improvements
|
16,381
|
|
|
16,274
|
|
||
Software
|
42,305
|
|
|
42,048
|
|
||
Construction in progress
|
11,791
|
|
|
10,706
|
|
||
Property and equipment, gross
|
155,267
|
|
|
152,289
|
|
||
Accumulated depreciation and amortization
|
(103,228
|
)
|
|
(100,789
|
)
|
||
Total property and equipment, net
|
$
|
52,039
|
|
|
$
|
51,500
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
United States
|
$
|
45,656
|
|
|
$
|
44,684
|
|
Rest of world
(1)
|
6,383
|
|
|
6,816
|
|
||
Total property and equipment, net
|
$
|
52,039
|
|
|
$
|
51,500
|
|
(1)
|
No individual country represented more than 10% of the respective totals.
|
|
December 31,
2018 |
|
Additions
|
|
Foreign currency exchange rate fluctuations
|
|
March 31,
2019 |
||||||||
|
(In thousands)
|
||||||||||||||
Goodwill
|
$
|
335,887
|
|
|
$
|
—
|
|
|
$
|
232
|
|
|
$
|
336,119
|
|
|
March 31, 2019
|
||||||||||||||||
|
Gross carrying
amount
(1)
|
|
Accumulated
amortization
|
|
Foreign currency exchange rate fluctuations
|
|
Net
carrying
amount
|
|
Useful life
(years)
|
||||||||
|
(In thousands, except for years)
|
||||||||||||||||
Customer relationships
|
$
|
135,234
|
|
|
$
|
(47,557
|
)
|
|
$
|
(1,127
|
)
|
|
$
|
86,550
|
|
|
1 - 30
|
Acquired technology
|
77,142
|
|
|
(30,239
|
)
|
|
8
|
|
|
46,911
|
|
|
3 - 20
|
||||
Backlog
|
1,150
|
|
|
(575
|
)
|
|
—
|
|
|
575
|
|
|
1 - 4
|
||||
Trade names
|
7,650
|
|
|
(4,530
|
)
|
|
11
|
|
|
3,131
|
|
|
1 - 12
|
||||
Patents
|
3,239
|
|
|
(1,515
|
)
|
|
2
|
|
|
1,726
|
|
|
2 - 20
|
||||
Total intangibles assets, net
|
$
|
224,415
|
|
|
$
|
(84,416
|
)
|
|
$
|
(1,106
|
)
|
|
$
|
138,893
|
|
|
|
|
December 31, 2018
|
||||||||||||||||
|
Gross carrying
amount
(1)
|
|
Accumulated
amortization
|
|
Foreign currency exchange rate fluctuations
|
|
Net
carrying
amount
|
|
Useful life
(years)
|
||||||||
|
(In thousands, except for years)
|
||||||||||||||||
Customer relationships
|
$
|
135,234
|
|
|
$
|
(45,029
|
)
|
|
$
|
(1,185
|
)
|
|
$
|
89,020
|
|
|
1 - 30
|
Acquired technology
|
78,122
|
|
|
(29,206
|
)
|
|
42
|
|
|
48,958
|
|
|
3 - 20
|
||||
Backlog
|
21,350
|
|
|
(20,703
|
)
|
|
—
|
|
|
647
|
|
|
1 - 4
|
||||
Trade names
|
7,650
|
|
|
(4,361
|
)
|
|
17
|
|
|
3,306
|
|
|
1 - 12
|
||||
Patents
|
3,239
|
|
|
(1,488
|
)
|
|
4
|
|
|
1,755
|
|
|
2 - 20
|
||||
Non-compete agreements
|
1,900
|
|
|
(1,900
|
)
|
|
—
|
|
|
—
|
|
|
3
|
||||
Total intangibles assets, net
|
$
|
247,495
|
|
|
$
|
(102,687
|
)
|
|
$
|
(1,122
|
)
|
|
$
|
143,686
|
|
|
|
(1)
|
The differences in gross carrying amounts between periods are due to the write-off of fully amortized intangible assets.
|
|
March 31,
2019 |
||
|
(In thousands)
|
||
Remaining nine months of 2019
|
$
|
13,984
|
|
2020
|
17,618
|
|
|
2021
|
16,268
|
|
|
2022
|
14,918
|
|
|
2023
|
13,768
|
|
|
Thereafter
|
62,337
|
|
|
Total
|
$
|
138,893
|
|
|
December 31,
2018 |
|
Borrowings
|
|
Repayment / Amortization
|
|
March 31,
2019 |
||||||||
|
(In thousands)
|
||||||||||||||
Term loan facility
|
$
|
140,000
|
|
|
$
|
—
|
|
|
$
|
(39,000
|
)
|
|
$
|
101,000
|
|
Revolving credit facility
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total debt under the facilities
|
140,000
|
|
|
—
|
|
|
(39,000
|
)
|
|
101,000
|
|
||||
Less: Deferred issuance cost
|
(4,583
|
)
|
|
—
|
|
|
573
|
|
|
(4,010
|
)
|
||||
Total long-term debt, net of deferred issuance cost
|
$
|
135,417
|
|
|
$
|
—
|
|
|
$
|
(38,427
|
)
|
|
$
|
96,990
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Sales-type lease revenues
|
$
|
11,507
|
|
|
$
|
9,857
|
|
Interest income on sales-type lease receivables
|
$
|
409
|
|
|
$
|
267
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Net minimum lease payments to be received
|
$
|
30,806
|
|
|
$
|
28,295
|
|
Less: Unearned interest income portion
|
(2,348
|
)
|
|
(2,477
|
)
|
||
Net investment in sales-type leases
|
28,458
|
|
|
25,818
|
|
||
Less: Current portion
(1)
|
(8,989
|
)
|
|
(8,736
|
)
|
||
Long-term net investment in sales-type leases
|
$
|
19,469
|
|
|
$
|
17,082
|
|
(1)
|
The current portion of the net investment in sales-type leases is included in other current assets in the Condensed Consolidated Balance Sheets.
|
|
March 31,
2019 |
||
|
(In thousands)
|
||
Remaining nine months of 2019
|
$
|
8,215
|
|
2020
|
8,016
|
|
|
2021
|
5,777
|
|
|
2022
|
5,081
|
|
|
2023
|
3,097
|
|
|
Thereafter
|
620
|
|
|
Total future minimum sales-type lease payments
|
$
|
30,806
|
|
Present value adjustment
|
(2,348
|
)
|
|
Total net investment in sales-type leases
|
$
|
28,458
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Rental income
|
$
|
3,287
|
|
|
$
|
2,790
|
|
|
March 31,
2019 |
||
|
(In thousands)
|
||
Remaining nine months of 2019
|
9,124
|
|
|
2020
|
9,349
|
|
|
2021
|
7,244
|
|
|
2022
|
5,205
|
|
|
2023
|
3,026
|
|
|
Thereafter
|
1,248
|
|
|
Total future minimum operating lease payments
|
$
|
35,196
|
|
|
March 31,
2019 |
||
|
(In thousands)
|
||
Remaining nine months of 2019
|
$
|
10,737
|
|
2020
|
13,328
|
|
|
2021
|
12,831
|
|
|
2022
|
11,799
|
|
|
2023
|
8,415
|
|
|
Thereafter
|
27,832
|
|
|
Total operating lease payments
|
$
|
84,942
|
|
Present value adjustment
|
(17,099
|
)
|
|
Total operating lease liabilities
(1)
|
$
|
67,843
|
|
(1)
|
Amount consists of a current and long-term portion of operating lease liabilities of
$10.4 million
and
$57.5 million
, respectively. The short-term portion of the operating lease liabilities is included in accrued liabilities in the Condensed Consolidated Balance Sheets.
|
|
December 31, 2018
|
||
|
(In thousands)
|
||
2019
|
$
|
14,153
|
|
2020
|
13,104
|
|
|
2021
|
12,729
|
|
|
2022
|
11,809
|
|
|
2023
|
8,334
|
|
|
Thereafter
|
27,289
|
|
|
Total minimum future lease payments
|
$
|
87,418
|
|
|
Three months ended
March 31, 2019
|
||
|
(Dollars in thousands)
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
3,761
|
|
Right-of-use assets obtained in exchange for new lease liabilities
|
431
|
|
|
|
|
||
Weighted-average remaining lease term, years
|
7.0
|
|
|
Weighted-average discount rate, %
|
6.4
|
%
|
|
Three months ended
|
||||||
|
March 31, 2019
|
|
March 31, 2018
|
||||
|
(In thousands)
|
||||||
Cost of product and service revenues
|
$
|
1,462
|
|
|
$
|
1,019
|
|
Research and development
|
1,702
|
|
|
1,234
|
|
||
Selling, general, and administrative
|
5,246
|
|
|
4,275
|
|
||
Total share-based compensation expense
|
$
|
8,410
|
|
|
$
|
6,528
|
|
|
Three months ended
|
||||
|
March 31, 2019
|
|
March 31, 2018
|
||
Stock options
|
|
|
|
||
Expected life, years
|
4.5
|
|
|
4.8
|
|
Expected volatility, %
|
33.1
|
%
|
|
32.2
|
%
|
Risk-free interest rate, %
|
2.6
|
%
|
|
2.6
|
%
|
Estimated forfeiture rate, %
|
7.2
|
%
|
|
6.9
|
%
|
Dividend yield, %
|
—
|
%
|
|
—
|
%
|
|
Three months ended
|
||||
|
March 31, 2019
|
|
March 31, 2018
|
||
Employee stock purchase plan shares
|
|
|
|
||
Expected life, years
|
0.5 - 2.0
|
|
|
0.5 - 2.0
|
|
Expected volatility, %
|
28.2% - 38.4%
|
|
|
27.7% - 33.8%
|
|
Risk-free interest rate, %
|
1.3% - 2.7%
|
|
|
0.7% - 2.3%
|
|
Dividend yield, %
|
—
|
%
|
|
—
|
%
|
|
Number of
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining Years
|
|
Aggregate
Intrinsic Value
|
|||||
|
(In thousands, except per share data)
|
|||||||||||
Outstanding at December 31, 2018
|
3,748
|
|
|
$
|
41.27
|
|
|
7.6
|
|
$
|
78,365
|
|
Granted
|
292
|
|
|
76.18
|
|
|
|
|
|
|||
Exercised
|
(379
|
)
|
|
31.83
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
(117
|
)
|
|
44.18
|
|
|
|
|
|
|||
Outstanding at March 31, 2019
|
3,544
|
|
|
$
|
45.06
|
|
|
7.9
|
|
$
|
127,007
|
|
Exercisable at March 31, 2019
|
1,275
|
|
|
$
|
31.24
|
|
|
6.3
|
|
$
|
63,241
|
|
Vested and expected to vest at March 31, 2019 and thereafter
|
3,544
|
|
|
$
|
45.06
|
|
|
7.9
|
|
$
|
127,007
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant Date Fair Value
|
|
Weighted-Average
Remaining Years
|
|
Aggregate
Intrinsic Value
|
|||||
|
(In thousands, except per share data)
|
|||||||||||
Restricted stock units
|
|
|
|
|
|
|
|
|||||
Outstanding at December 31, 2018
|
538
|
|
|
$
|
51.52
|
|
|
1.6
|
|
$
|
32,935
|
|
Granted (Awarded)
|
30
|
|
|
78.23
|
|
|
|
|
|
|||
Vested (Released)
|
(36
|
)
|
|
39.78
|
|
|
|
|
|
|||
Forfeited
|
(27
|
)
|
|
44.87
|
|
|
|
|
|
|||
Outstanding and unvested at March 31, 2019
|
505
|
|
|
$
|
54.32
|
|
|
1.5
|
|
$
|
40,813
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant Date Fair Value
|
|||
|
(In thousands, except per share data)
|
|||||
Restricted stock awards
|
|
|
|
|||
Outstanding at December 31, 2018
|
21
|
|
|
$
|
46.60
|
|
Granted (Awarded)
|
—
|
|
|
—
|
|
|
Vested (Released)
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding and unvested at March 31, 2019
|
21
|
|
|
$
|
46.60
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant Date Fair Value Per Unit
|
|||
|
(In thousands, except per share data)
|
|||||
Outstanding at December 31, 2018
|
197
|
|
|
$
|
34.83
|
|
Granted
|
61
|
|
|
72.02
|
|
|
Vested
|
(26
|
)
|
|
38.03
|
|
|
Forfeited
|
(20
|
)
|
|
34.37
|
|
|
Outstanding and unvested at March 31, 2019
|
212
|
|
|
$
|
45.18
|
|
|
Number of Shares
|
|
|
(In thousands)
|
|
Share options outstanding
|
3,544
|
|
Non-vested restricted share awards
|
738
|
|
Shares authorized for future issuance
|
2,140
|
|
ESPP shares available for future issuance
|
1,703
|
|
Total shares reserved for future issuance
|
8,125
|
|
•
|
our expectations regarding our future pipeline and product bookings;
|
•
|
the extent and timing of future revenues, including the amounts of our current backlog;
|
•
|
the size or growth of our market or market share;
|
•
|
our ability to acquire companies, businesses, products or technologies on commercially reasonable terms and integrate such acquisitions effectively;
|
•
|
our continued investment in, and ability to deliver on, our key business strategies of developing differentiated solutions, increasing penetration of new markets, and expanding our solutions through acquisitions and partnerships, as well as our goal of advancing our platform with new product introductions annually;
|
•
|
our ability to deliver on our vision of the Autonomous Pharmacy and lead a transformation management through this vision, as well as our plans to integrate our current offerings and technologies on cloud infrastructure and invest in certain key areas as we execute on this vision;
|
•
|
continued investment in our vision of the Autonomous Pharmacy, our beliefs about the anticipated benefits of such investments, and our expectations regarding continued growth in subscription and cloud-based offerings as we execute on this vision;
|
•
|
our belief that continued investment in our key business strategies will continue to generate our revenue and earnings growth while supporting our customers’ initiatives and needs;
|
•
|
our belief that our solutions and our vision for the future of medication management automation are strongly aligned with long-term trends in the healthcare market and well-positioned to address the evolving needs of the healthcare institutions;
|
•
|
the bookings, revenue, and margin opportunity presented by new products, emerging markets, and international markets;
|
•
|
our ability to align our cost structure and headcount with our current business expectations;
|
•
|
the operating margins or earnings per share goals we may set;
|
•
|
our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;
|
•
|
our expected future uses of cash and the sufficiency of our sources of funding;
|
•
|
the expected impacts of new accounting standards or changes to existing accounting standards; and
|
•
|
our ability to generate cash from operations and our estimates regarding the sufficiency of our cash resources.
|
•
|
Development of a differentiated platform.
We intend to continue our focus on further penetrating existing markets through technological leadership and our differentiated platform by consistently innovating our product and service offerings and maintaining our customer-oriented product installation process. We have developed numerous technologies that solve significant challenges for our customers. For example, our XR2 Automated Central Pharmacy System is designed to allow pharmacies to more fully automate medication dispensing, and help to reduce labor cost, decrease medication waste, and improve patient safety; our IVX Workflow solution is designed to reduce medication compounding errors compared to manual compounding methods; and our Performance Center offering leverages predictive analytics to help pharmacies be more proactive in addressing drug shortages.
|
•
|
Delivery of our solutions to new markets.
We seek to increase penetration of new markets, such as non-acute care and international markets by: launching new products and technologies that are specific to the needs of those markets; building and establishing direct sales, distribution or other capabilities when and where it is appropriate; partnering with companies that have sales, distribution, or other capabilities that we do not possess; and increasing customer awareness of safety issues in the administration of medications. Consistent with this strategy, we have made investments in expanding our sales team and marketing to new customers. Our international efforts have focused primarily on two markets: Western Europe and the Middle East. We have also expanded our sales efforts to medication adherence customers in the United States.
|
•
|
Expansion of our solutions through acquisitions and partnerships.
We believe that expansion of our product lines through acquisitions and partnerships to meet our customers’ changing and evolving expectations is a key component to our historical and future success. Building on the successful acquisitions of the past few years, we intend to continue to explore acquisition and partnership opportunities that are a strategic fit for our business, including in support of our Autonomous Pharmacy vision. We have also developed relationships with major providers of hospital information management systems with the goal of enhancing the interoperability of our products with their systems.
|
•
|
Revenue recognition;
|
•
|
Allowance for doubtful accounts and notes receivable from investment in sales-type leases;
|
•
|
Leases;
|
•
|
Inventory;
|
•
|
Software development costs;
|
•
|
Valuation and impairment of goodwill, intangible assets, and other long-lived assets;
|
•
|
Share-based compensation; and
|
•
|
Accounting for income taxes.
|
|
Three months ended March 31,
|
||||||||||||
|
|
|
|
|
Change in
|
||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Product revenues
|
$
|
145,610
|
|
|
$
|
130,659
|
|
|
$
|
14,951
|
|
|
11%
|
Percentage of total revenues
|
72%
|
|
72%
|
|
|
|
|
||||||
Services and other revenues
|
56,907
|
|
|
51,960
|
|
|
4,947
|
|
|
10%
|
|||
Percentage of total revenues
|
28%
|
|
28%
|
|
|
|
|
||||||
Total revenues
|
$
|
202,517
|
|
|
$
|
182,619
|
|
|
$
|
19,898
|
|
|
11%
|
|
Three months ended March 31,
|
||||||||||||
|
|
|
|
|
Change in
|
||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Cost of revenues:
|
|
|
|
|
|
|
|
||||||
Cost of product revenues
|
$
|
78,811
|
|
|
$
|
75,417
|
|
|
$
|
3,394
|
|
|
5%
|
As a percentage of related revenues
|
54%
|
|
58%
|
|
|
|
|
||||||
Cost of services and other revenues
|
26,589
|
|
|
24,747
|
|
|
1,842
|
|
|
7%
|
|||
As a percentage of related revenues
|
47%
|
|
48%
|
|
|
|
|
||||||
Total cost of revenues
|
$
|
105,400
|
|
|
$
|
100,164
|
|
|
$
|
5,236
|
|
|
5%
|
As a percentage of total revenues
|
52%
|
|
55%
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Gross profit
|
$
|
97,117
|
|
|
$
|
82,455
|
|
|
$
|
14,662
|
|
|
18%
|
Gross margin
|
48%
|
|
45%
|
|
|
|
|
|
Three months ended March 31,
|
||||||||||||
|
|
|
|
|
Change in
|
||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
16,078
|
|
|
$
|
16,537
|
|
|
$
|
(459
|
)
|
|
(3)%
|
As a percentage of total revenues
|
8%
|
|
9%
|
|
|
|
|
||||||
Selling, general, and administrative
|
68,278
|
|
|
65,285
|
|
|
2,993
|
|
|
5%
|
|||
As a percentage of total revenues
|
34%
|
|
36%
|
|
|
|
|
||||||
Total operating expenses
|
$
|
84,356
|
|
|
$
|
81,822
|
|
|
$
|
2,534
|
|
|
3%
|
As a percentage of total revenues
|
42%
|
|
45%
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Income from operations
|
$
|
12,761
|
|
|
$
|
633
|
|
|
$
|
12,128
|
|
|
1,916%
|
Operating margin
|
6%
|
|
—%
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||
Interest and other income (expense), net
|
$
|
(1,410
|
)
|
|
$
|
(2,729
|
)
|
|
$
|
1,319
|
|
|
(48)%
|
|
Three months ended March 31,
|
||||||||||||
|
|
|
|
|
Change in
|
||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Provision for (benefit from) income taxes
|
$
|
8,067
|
|
|
$
|
(4,816
|
)
|
|
$
|
12,883
|
|
|
(268)%
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Cash
|
$
|
77,244
|
|
|
$
|
67,192
|
|
Working capital
|
$
|
203,085
|
|
|
$
|
192,554
|
|
|
Three months ended
|
||||||
|
March 31,
2019 |
|
March 31,
2018 |
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
26,497
|
|
|
$
|
18,856
|
|
Investing activities
|
(16,697
|
)
|
|
(14,540
|
)
|
||
Financing activities
|
(178
|
)
|
|
5,741
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
430
|
|
|
1,292
|
|
||
Net increase in cash and cash equivalents
|
$
|
10,052
|
|
|
$
|
11,349
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Remainder of 2019
|
|
2020 - 2021
|
|
2022 - 2023
|
|
2024 and thereafter
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases
(1)
|
$
|
84,942
|
|
|
$
|
10,737
|
|
|
$
|
26,159
|
|
|
$
|
20,214
|
|
|
$
|
27,832
|
|
Purchase obligations
(2)
|
70,970
|
|
|
65,456
|
|
|
5,021
|
|
|
233
|
|
|
260
|
|
|||||
Term loan facility
(3)
|
101,000
|
|
|
—
|
|
|
101,000
|
|
|
—
|
|
|
—
|
|
|||||
Total
(4) (5)
|
$
|
256,912
|
|
|
$
|
76,193
|
|
|
$
|
132,180
|
|
|
$
|
20,447
|
|
|
$
|
28,092
|
|
(1)
|
Commitments under operating leases relate primarily to leased office buildings, data centers, office equipment, and vehicles.
|
(2)
|
We purchase components from a variety of suppliers and use contract manufacturers to provide manufacturing services for our products. During the normal course of business, we issue purchase orders with estimates of our requirements several months ahead of the delivery dates. These amounts are associated with agreements that are enforceable and legally binding. The amounts under such contracts are included in the table above because we believe that cancellation of these contracts is unlikely and we expect to make future cash payments according to the contract terms or in similar amounts for similar materials.
|
(3)
|
Amount shown for term loan is principal repayments only. Due to use of interest rate swaps, the cash interest expense is partly variable and partly fixed, and is not reflected in the above table. Refer to
Note 8
,
Debt and Credit Agreements
, of the Notes to Condensed Consolidated Financial Statements included in this quarterly report.
|
(4)
|
We have recorded
$10.0 million
for uncertain tax positions under long-term liabilities as of
March 31, 2019
in accordance with U.S. GAAP. As these liabilities do not reflect actual tax assessments, the timing and amount of payments we might be required to make will depend upon a number of factors. Accordingly, as the timing and amount of payment cannot be estimated, the
$10.0 million
in uncertain tax position liabilities have not been included in the table above.
|
(5)
|
Refer to
Note 11
,
Commitments and Contingencies
, of the Notes to Condensed Consolidated Financial Statements included in this quarterly report.
|
•
|
certain competitors may offer or have the ability to offer a broader range of solutions in the marketplace that we are unable to match;
|
•
|
certain competitors may develop alternative solutions to the customer problems our products are designed to solve that may provide a better customer outcome or a lower cost of operation;
|
•
|
certain competitors may develop new features or capabilities for their products not previously offered that could compete directly with our products;
|
•
|
competitive pressures could result in increased price competition for our products and services, fewer customer orders, and reduced gross margins, any of which could harm our business;
|
•
|
current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, including larger, more established healthcare supply companies, such as the acquisition of Talyst Systems, LLC by Swisslog Healthcare, thereby increasing their ability to develop and offer a broader suite of products and services to address the needs of our prospective customers;
|
•
|
our competitive environment has recently experienced a significant degree of consolidation which could lead to competitors developing new business models that require us to adapt how we market, sell, or distribute our products; for example, in the fourth quarter of 2018, we initiated a company-wide organizational realignment in order to align our organizational infrastructure to centrally manage our business, including the marketing, sale, and distribution of our products, in part to address the continuing consolidation in the healthcare industry;
|
•
|
other established or emerging companies may enter the medication management and supply chain solutions market, or the medication adherence market, with products and services that are preferred by our current and potential customers based on factors such as features, capabilities, or cost;
|
•
|
our competitors may develop, license, or incorporate new or emerging technologies or devote greater resources to the development, promotion, and sale of their products and services than we do;
|
•
|
certain competitors have greater brand name recognition and a more extensive installed base of medication and supply dispensing systems or other products and services than we do, and such advantages could be used to increase their market share;
|
•
|
certain competitors may have existing business relationships with our current and potential customers, which may cause these customers to purchase medication and supply dispensing systems or automation solutions from these competitors; and
|
•
|
our competitors may secure products and services from suppliers on more favorable terms or secure exclusive arrangements with suppliers or buyers that may impede the sales of our products and services.
|
•
|
difficulties in combining previously separate businesses into a single unit and the complexity of managing a more dispersed organization as sites are acquired;
|
•
|
complying with international labor laws that may restrict our ability to right-size organizations and gain synergies across acquired operations;
|
•
|
complying with regulatory requirements, such as those of the Food and Drug Administration, that we were not previously subject to;
|
•
|
the substantial costs that may be incurred and the substantial diversion of management's attention from day-to-day business when evaluating and negotiating such transactions and then integrating an acquired business;
|
•
|
discovery, after completion of the acquisition, of liabilities assumed from the acquired business or of assets acquired that are broader in scope and magnitude or are more difficult to manage than originally assumed;
|
•
|
failure to achieve anticipated benefits such as cost savings and revenue enhancements;
|
•
|
difficulties related to assimilating the products or key personnel of an acquired business;
|
•
|
failure to understand and compete effectively in markets in which we have limited previous experience; and
|
•
|
difficulties in integrating newly acquired products and solutions into a logical offering that our customers understand and embrace.
|
•
|
inability or failure to expand product bookings and sales;
|
•
|
inability to maintain business relationships with customers and suppliers of newly acquired companies, such as Ateb and InPharmics, due to post-acquisition disruption;
|
•
|
inability or failure to effectively coordinate sales and marketing efforts to communicate the capabilities of the combined company;
|
•
|
inability or failure to successfully integrate and harmonize financial reporting and information technology systems;
|
•
|
inability or failure to achieve the expected operational and cost efficiencies; and
|
•
|
loss of key employees.
|
•
|
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;
|
•
|
limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
|
•
|
require us to use a substantial portion of our cash flow from operations to make debt service payments;
|
•
|
limit our flexibility to plan for, or react to, changes in our business and industry;
|
•
|
place us at a competitive disadvantage compared to our less leveraged competitors; and
|
•
|
increase our vulnerability to the impact of adverse economic and industry conditions.
|
•
|
our reliance on distributors for the sale and post-sale support of our automated dispensing systems outside the United States and Canada;
|
•
|
the difficulty of managing an organization operating in various countries;
|
•
|
political sentiment against international outsourcing of production;
|
•
|
reduced protection for intellectual property rights, particularly in jurisdictions that have less developed intellectual property regimes;
|
•
|
changes in foreign regulatory requirements;
|
•
|
the requirement to comply with a variety of international laws and regulations, including privacy and security, labor, import, export, trade, environmental standards, product compliance, tax, anti-bribery, and employment laws;
|
•
|
changes in export or import regulations, tariff rates, economic sanctions or trade treaties, as well as possible trade wars and other trade barriers and uncertainties;
|
•
|
fluctuations in currency exchange rates and difficulties in repatriating funds from certain countries;
|
•
|
additional investment, coordination, and lead-time necessary to successfully interface our automation solutions with the existing information systems of our customers or potential customers outside of the United States; and
|
•
|
political unrest, terrorism, and the potential for other hostilities in areas in which we have facilities or operations.
|
•
|
incur or assume liens or additional debt or provide guarantees in respect of obligations or other persons;
|
•
|
issue redeemable preferred stock;
|
•
|
pay dividends or distributions or redeem or repurchase capital stock;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
make loans, investments, acquisitions (including acquisitions of exclusive licenses) and capital expenditures;
|
•
|
enter into agreements that restrict distributions from our subsidiaries;
|
•
|
sell assets and capital stock of our subsidiaries;
|
•
|
enter into certain transactions with affiliates; and
|
•
|
consolidate or merge with or into, or sell substantially all of our assets to, another person.
|
•
|
our ability to successfully install our products on a timely basis and meet other contractual obligations necessary to recognize revenue;
|
•
|
our ability to continue cost reduction efforts;
|
•
|
the size, product mix, and timing of orders for our medication and supply dispensing systems, and our medication packaging systems, and their installation and integration;
|
•
|
the overall demand for healthcare medication management and supply chain solutions and medication adherence solutions;
|
•
|
changes in pricing policies by us or our competitors;
|
•
|
the number, timing, and significance of product enhancements and new product announcements by us or our competitors;
|
•
|
the timing and significance of any acquisition or business development transactions that we may consider or negotiate and the revenues, costs, and earnings that may be associated with these transactions;
|
•
|
the relative proportions of revenues we derive from products and services;
|
•
|
fluctuations in the percentage of sales attributable to our international business;
|
•
|
our customers' budget cycles;
|
•
|
changes in our operating expenses and our ability to stabilize expenses;
|
•
|
expenses incurred to remediate product quality, security, or safety issues;
|
•
|
our ability to generate cash from our accounts receivable on a timely basis;
|
•
|
the performance of our products;
|
•
|
changes in our business strategy;
|
•
|
macroeconomic and political conditions, including fluctuations in interest rates, tax increases, and availability of credit markets; and
|
•
|
volatility in our stock price and its effect on equity-based compensation expense.
|
•
|
actual or anticipated changes in our operating results;
|
•
|
whether our operating results or forecasts meet the expectations of securities analysts or investors;
|
•
|
developments in our relationships with corporate customers;
|
•
|
developments with respect to recently acquired businesses;
|
•
|
changes in the ratings of our common stock by securities analysts or changes in their earnings estimates;
|
•
|
announcements by us or our competitors of technological innovations or new products;
|
•
|
announcements by us or our competitors of acquisitions of businesses, products or technologies; or other significant transactions by us or our competitors such as strategic partnerships or divestitures; or
|
•
|
general economic and market conditions.
|
|
|
|
|
Incorporated By Reference
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
3.1
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10-Q
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000-33043
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3.1
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9/20/2001
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3.2
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10-Q
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000-33043
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3.2
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8/9/2010
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3.3
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10-K
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000-33043
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3.2
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3/28/2003
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3.4
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10-Q
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000-33043
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3.4
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5/4/2018
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4.1
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Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4
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4.2
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S-1/A
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333-57024
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4.1
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7/24/2001
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10.1*
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8-K
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000-33043
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10.1
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3/8/2019
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10.2*
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8-K
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000-33043
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10.1
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2/19/2019
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10.3
+
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31.1
+
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31.2
+
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32.1
+(1)
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101.INS
+
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XBRL Instance Document
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101.SCH
+
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XBRL Taxonomy Extension Schema Document
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101.CAL
+
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
+
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
+
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XBRL Taxonomy Extension Labels Linkbase Document
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101.PRE
+
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XBRL Taxonomy Extension Presentation Linkbase Document
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+
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Filed herewith.
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*
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Indicates a management contract, compensation plan, or arrangement.
|
(1)
|
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
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|
|
OMNICELL, INC.
|
||
Date:
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May 3, 2019
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By:
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/s/ Peter J. Kuipers
|
|
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Peter J. Kuipers,
Executive Vice President & Chief Financial Officer |
2.
|
Amendments to Lease
. The Lease is hereby amended as follows:
|
1.5 Term
|
Twenty-five (25) years and eight (8) months (termination date: December 31, 2024). One option to renew for an additional five (5) year renewal term.
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(b)
|
Section 1.8 is hereby amended by inserting the following:
|
(a)
|
Section 1.16 is hereby restated in its entirety as follows:
|
1.16 Tenant Improvement Allowance $161,049
,
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|
(b)
|
Section 14 is hereby deleted and restated in its entirety as follows:
|
(c)
|
Landlord agrees that Omnicell, Inc. (“
Omnicell
”) is an Affiliate for purposes of Section 23(a) of the Lease and that an assignment of the Lease to Omnicell in connection with merger between Tenant and Omnicell during any period in which Omnicell has a direct or indirect “controlling interest” in Tenant (as such term is defined in Section 23(a) of the Lease) shall not require prior notice to Landlord, as long as Tenant provides Landlord subsequent written confirmation of same.
|
(d)
|
Section 39(c) of the Lease is hereby amended by deleting the addresses listed under the heading “Tenant” and inserting in lieu thereof of the following:
|
(e)
|
Section 46 of the Lease is hereby amended and restated as follows:
|
By:
|
Northwestern Mutual Real Estate Investments, LLC,
|
|
|
May 3, 2019
|
/s/ Randall A. Lipps
|
|
Randall A. Lipps
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
May 3, 2019
|
/s/ Peter J. Kuipers
|
|
Peter J. Kuipers
|
|
Executive Vice President & Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Randall A. Lipps
|
|
/s/ Peter J. Kuipers
|
Randall A. Lipps
|
|
Peter J. Kuipers
|
President and Chief Executive Officer
|
|
Executive Vice President & Chief Financial Officer
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
|