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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Omnicell Inc | NASDAQ:OMCL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.84 | 2.87% | 30.13 | 26.37 | 82.04 | 30.74 | 29.35 | 29.87 | 865,887 | 05:00:09 |
|
(Mark One)
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended September 30, 2016
|
|
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.)
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
September 30,
2016 |
|
December 31,
2015 |
|||||
|
(In thousands, except par value)
|
|||||||
ASSETS
|
||||||||
Current assets:
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
47,287
|
|
|
$
|
82,217
|
|
|
Accounts receivable, net of allowances for doubtful accounts of $1,218 and $1,240, respectively
|
177,019
|
|
|
107,957
|
|
|||
Inventories
|
74,125
|
|
|
46,594
|
|
|||
Prepaid expenses
|
29,620
|
|
|
19,586
|
|
|||
Other current assets
|
9,016
|
|
|
7,774
|
|
|||
Total current assets
|
337,067
|
|
|
264,128
|
|
|||
Property and equipment, net
|
41,034
|
|
|
32,309
|
|
|||
Long-term investment in sales-type leases, net
|
18,756
|
|
|
14,484
|
|
|||
Goodwill
|
311,420
|
|
|
147,906
|
|
|||
Intangible assets, net
|
187,571
|
|
|
89,665
|
|
|||
Long-term deferred tax assets
|
2,955
|
|
|
2,361
|
|
|||
Other long-term assets
|
32,612
|
|
|
27,894
|
|
|||
Total assets
|
$
|
931,415
|
|
|
$
|
578,747
|
|
|
|
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
|
|
|
|||||
Accounts payable
|
$
|
36,715
|
|
|
$
|
22,646
|
|
|
Accrued compensation
|
27,117
|
|
|
18,195
|
|
|||
Accrued liabilities
|
32,809
|
|
|
30,133
|
|
|||
Long-term debt, net, current
|
8,410
|
|
|
—
|
|
|||
Deferred revenue, net
|
93,120
|
|
|
53,656
|
|
|||
Total current liabilities
|
198,171
|
|
|
124,630
|
|
|||
Long-term deferred revenue
|
17,096
|
|
|
17,975
|
|
|||
Long-term deferred tax liabilities
|
61,576
|
|
|
21,822
|
|
|||
Other long-term liabilities
|
12,173
|
|
|
11,932
|
|
|||
Long-term debt, net
|
214,834
|
|
|
—
|
|
|||
Total liabilities
|
503,850
|
|
|
176,359
|
|
|||
Commitments and contingencies (Notes 10)
|
|
|
|
|
|
|||
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; 45,656 and 44,739 shares issued; 36,511 and 35,594 shares outstanding, respectively
|
46
|
|
|
45
|
|
|||
Treasury stock at cost, 9,145 shares outstanding
|
(185,074
|
)
|
|
(185,074
|
)
|
|||
Additional paid-in capital
|
520,272
|
|
|
490,354
|
|
|||
Retained earnings
|
100,239
|
|
|
99,793
|
|
|||
Accumulated other comprehensive loss
|
(7,918
|
)
|
|
(2,730
|
)
|
|||
Total stockholders’ equity
|
427,565
|
|
|
402,388
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
931,415
|
|
|
$
|
578,747
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
133,621
|
|
|
$
|
100,941
|
|
|
$
|
392,190
|
|
|
$
|
284,204
|
|
Services and other revenues
|
43,116
|
|
|
24,293
|
|
|
128,458
|
|
|
70,039
|
|
||||
Total revenues
|
176,737
|
|
|
125,234
|
|
|
520,648
|
|
|
354,243
|
|
||||
Cost of revenues:
|
|
|
|
|
|
|
|
||||||||
Cost of product revenues
|
76,188
|
|
|
51,700
|
|
|
224,412
|
|
|
143,319
|
|
||||
Cost of services and other revenues
|
19,041
|
|
|
9,831
|
|
|
56,766
|
|
|
28,074
|
|
||||
Total cost of revenues
|
95,229
|
|
|
61,531
|
|
|
281,178
|
|
|
171,393
|
|
||||
Gross profit
|
81,508
|
|
|
63,703
|
|
|
239,470
|
|
|
182,850
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
15,264
|
|
|
9,176
|
|
|
42,896
|
|
|
25,941
|
|
||||
Selling, general and administrative
|
61,316
|
|
|
40,668
|
|
|
189,912
|
|
|
123,690
|
|
||||
Gain on business combination
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,443
|
)
|
||||
Total operating expenses
|
76,580
|
|
|
49,844
|
|
|
232,808
|
|
|
146,188
|
|
||||
Income from operations
|
4,928
|
|
|
13,859
|
|
|
6,662
|
|
|
36,662
|
|
||||
Other income (expense), net
|
(2,721
|
)
|
|
(646
|
)
|
|
(6,773
|
)
|
|
(1,635
|
)
|
||||
Income (loss) before provision for income taxes
|
2,207
|
|
|
13,213
|
|
|
(111
|
)
|
|
35,027
|
|
||||
Provision (benefit) for income taxes
|
224
|
|
|
5,177
|
|
|
(557
|
)
|
|
11,922
|
|
||||
Net income
|
$
|
1,983
|
|
|
$
|
8,036
|
|
|
$
|
446
|
|
|
$
|
23,105
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.05
|
|
|
$
|
0.22
|
|
|
$
|
0.01
|
|
|
$
|
0.64
|
|
Diluted
|
$
|
0.05
|
|
|
$
|
0.22
|
|
|
$
|
0.01
|
|
|
$
|
0.63
|
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
36,332
|
|
|
35,806
|
|
|
36,020
|
|
|
35,983
|
|
||||
Diluted
|
37,079
|
|
|
36,613
|
|
|
36,695
|
|
|
36,870
|
|
|
Three months ended
September 30, |
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Net income
|
$
|
1,983
|
|
|
$
|
8,036
|
|
|
$
|
446
|
|
|
$
|
23,105
|
|
Other comprehensive income, net of reclassification adjustments:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains on interest rate swap contracts
|
108
|
|
|
—
|
|
|
108
|
|
|
—
|
|
||||
Foreign currency translation adjustments
|
(502
|
)
|
|
(1,555
|
)
|
|
(5,296
|
)
|
|
(127
|
)
|
||||
Other comprehensive loss
|
(394
|
)
|
|
(1,555
|
)
|
|
(5,188
|
)
|
|
(127
|
)
|
||||
Comprehensive income (loss)
|
$
|
1,589
|
|
|
$
|
6,481
|
|
|
$
|
(4,742
|
)
|
|
$
|
22,978
|
|
|
Nine months ended September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
446
|
|
|
$
|
23,105
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
43,905
|
|
|
18,457
|
|
||
(Gain) loss on disposal of fixed assets
|
(9
|
)
|
|
114
|
|
||
Gain on business combination
|
—
|
|
|
(3,443
|
)
|
||
Share-based compensation expense
|
14,063
|
|
|
11,267
|
|
||
Income tax benefits from employee stock plans
|
1,256
|
|
|
3,838
|
|
||
Excess tax benefits from employee stock plans
|
(1,560
|
)
|
|
(3,942
|
)
|
||
Deferred income taxes
|
(4,767
|
)
|
|
(2,235
|
)
|
||
Amortization of debt financing fees
|
1,192
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(25,802
|
)
|
|
(25,590
|
)
|
||
Inventories
|
(7,745
|
)
|
|
(12,898
|
)
|
||
Prepaid expenses
|
(5,782
|
)
|
|
5,937
|
|
||
Other current assets
|
(89
|
)
|
|
1,019
|
|
||
Investment in sales-type leases
|
(5,296
|
)
|
|
(3,220
|
)
|
||
Other long-term assets
|
1,153
|
|
|
247
|
|
||
Accounts payable
|
5,573
|
|
|
(127
|
)
|
||
Accrued compensation
|
(687
|
)
|
|
(5,003
|
)
|
||
Accrued liabilities
|
(1,901
|
)
|
|
4,608
|
|
||
Deferred revenue
|
12,819
|
|
|
(5,369
|
)
|
||
Other long-term liabilities
|
(2,299
|
)
|
|
(833
|
)
|
||
Net cash provided by operating activities
|
24,470
|
|
|
5,932
|
|
||
Investing Activities
|
|
|
|
||||
Purchases of intangible assets, intellectual property, and patents
|
(1,311
|
)
|
|
(331
|
)
|
||
Software development for external use
|
(10,569
|
)
|
|
(9,445
|
)
|
||
Purchases of property and equipment
|
(10,005
|
)
|
|
(6,081
|
)
|
||
Business acquisitions, net of cash acquired
|
(271,458
|
)
|
|
(25,455
|
)
|
||
Net cash used in investing activities
|
(293,343
|
)
|
|
(41,312
|
)
|
||
Financing Activities
|
|
|
|
||||
Proceeds from debt, net
|
247,051
|
|
|
—
|
|
||
Repayment of debt and revolving credit facility
|
(25,000
|
)
|
|
—
|
|
||
Payment for contingent consideration
|
(3,000
|
)
|
|
—
|
|
||
Proceeds from issuances under stock-based compensation plans
|
16,516
|
|
|
15,665
|
|
||
Employees' taxes paid related to restricted stock units
|
(1,917
|
)
|
|
(2,285
|
)
|
||
Common stock repurchases
|
—
|
|
|
(50,021
|
)
|
||
Excess tax benefits from employee stock plans
|
1,560
|
|
|
3,942
|
|
||
Net cash provided (used) by financing activities
|
235,210
|
|
|
(32,699
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,267
|
)
|
|
(52
|
)
|
||
Net decrease in cash and cash equivalents
|
(34,930
|
)
|
|
(68,131
|
)
|
||
Cash and cash equivalents at beginning of period
|
82,217
|
|
|
125,888
|
|
||
Cash and cash equivalents at end of period
|
$
|
47,287
|
|
|
$
|
57,757
|
|
Supplemental cash flow information
|
|
|
|
||||
Cash paid for interest
|
$
|
4,079
|
|
|
$
|
94
|
|
Cash paid for taxes, net of refunds
|
$
|
7,223
|
|
|
$
|
7,027
|
|
Supplemental disclosure of non-cash investing activities
|
|
|
|
||||
Unpaid purchases of property and equipment
|
$
|
948
|
|
|
$
|
554
|
|
Non-cash activity business acquisition
|
$
|
—
|
|
|
$
|
7,386
|
|
|
|
|
|
|
Fair value
|
|
Weighted
average useful life |
||
|
(In thousands)
|
|
(In years)
|
||
Customer relationships
|
$
|
58,200
|
|
|
14-16
|
Developed technology
|
38,800
|
|
|
8
|
|
Backlog
|
20,200
|
|
|
1-3
|
|
In-process research and development ("IPR&D")
(1)
|
3,900
|
|
|
-
|
|
Non-compete
|
1,800
|
|
|
3
|
|
Trade names
|
800
|
|
|
1
|
|
Total purchased intangible assets
|
$
|
123,700
|
|
|
|
|
Nine months ended September 30,
|
|||||
|
2016
|
|
2015
|
|||
|
(In thousands, except per share data)
|
|||||
Pro forma net revenues
|
$
|
520,648
|
|
$
|
492,753
|
|
Pro forma net income
|
$
|
446
|
|
$
|
2,485
|
|
Pro forma net income per share basic
|
$
|
0.01
|
|
$
|
0.07
|
|
Pro forma net income per share diluted
|
$
|
0.01
|
|
$
|
0.07
|
|
|
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Net income
|
$
|
1,983
|
|
|
$
|
8,036
|
|
|
$
|
446
|
|
|
$
|
23,105
|
|
Weighted-average shares outstanding — basic
|
36,332
|
|
|
35,806
|
|
|
36,020
|
|
|
35,983
|
|
||||
Effect of dilutive securities from stock award plans
|
747
|
|
|
807
|
|
|
675
|
|
|
887
|
|
||||
Weighted-average shares outstanding — diluted
|
$
|
37,079
|
|
|
$
|
36,613
|
|
|
$
|
36,695
|
|
|
$
|
36,870
|
|
Net income per share — basic
|
$
|
0.05
|
|
|
$
|
0.22
|
|
|
$
|
0.01
|
|
|
$
|
0.64
|
|
Net income per share — diluted
|
$
|
0.05
|
|
|
$
|
0.22
|
|
|
$
|
0.01
|
|
|
$
|
0.63
|
|
Anti-dilutive weighted-average shares related to stock award plans
|
326
|
|
|
478
|
|
|
1,255
|
|
|
380
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Cash
|
$
|
37,154
|
|
|
$
|
72,103
|
|
Money market fund
|
10,133
|
|
|
10,114
|
|
||
Total cash and cash equivalents
|
$
|
47,287
|
|
|
$
|
82,217
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Money market fund
|
$
|
10,133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,133
|
|
Interest rate swap contracts
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
||||
Total financial assets
|
$
|
10,133
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
10,241
|
|
Contingent consideration liability
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,959
|
|
|
$
|
2,959
|
|
Total financial liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,959
|
|
|
$
|
2,959
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Money market fund
|
$
|
10,114
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,114
|
|
Forward contracts
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||
Total financial assets
|
$
|
10,114
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
10,146
|
|
Contingent consideration liability
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,823
|
|
|
$
|
5,823
|
|
Total financial liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,823
|
|
|
$
|
5,823
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
14,734
|
|
|
$
|
11,582
|
|
Work in process
|
9,332
|
|
|
1,653
|
|
||
Finished goods
|
50,059
|
|
|
33,359
|
|
||
Total inventories
|
$
|
74,125
|
|
|
$
|
46,594
|
|
|
|
|
|
||||
Property and equipment:
|
|
|
|
||||
Equipment
|
$
|
57,541
|
|
|
$
|
43,533
|
|
Furniture and fixtures
|
6,296
|
|
|
5,897
|
|
||
Leasehold improvements
|
9,531
|
|
|
9,063
|
|
||
Software
|
34,144
|
|
|
30,693
|
|
||
Construction in progress
|
7,469
|
|
|
3,651
|
|
||
Property and equipment, gross
|
114,981
|
|
|
92,837
|
|
||
Accumulated depreciation and amortization
|
(73,947
|
)
|
|
(60,528
|
)
|
||
Total property and equipment, net
|
$
|
41,034
|
|
|
$
|
32,309
|
|
|
|
|
|
||||
Other long term assets:
|
|
|
|
||||
Capitalized software, net
|
$
|
31,219
|
|
|
$
|
26,011
|
|
Other assets
|
1,393
|
|
|
1,883
|
|
||
Total other long term assets, net
|
$
|
32,612
|
|
|
$
|
27,894
|
|
|
|
|
|
||||
Accrued liabilities:
|
|
|
|
||||
Advance payments from customers
|
$
|
5,855
|
|
|
$
|
8,327
|
|
Rebates and lease buyouts
|
4,577
|
|
|
4,702
|
|
||
Group purchasing organization fees
|
3,310
|
|
|
2,983
|
|
||
Taxes payable
|
4,057
|
|
|
2,768
|
|
||
Other accrued liabilities
|
15,010
|
|
|
11,353
|
|
||
Total accrued liabilities
|
$
|
32,809
|
|
|
$
|
30,133
|
|
|
|
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Minimum lease payments to be received, net
|
$
|
29,030
|
|
|
$
|
22,255
|
|
Less: Unearned interest income portion
|
(2,443
|
)
|
|
(1,014
|
)
|
||
Investment in sales-type leases, net
|
26,587
|
|
|
21,241
|
|
||
Less: Short-term investment in sales-type leases, net
(1)
|
(7,831
|
)
|
|
(6,757
|
)
|
||
Long-term investment in sales-type leases, net
|
$
|
18,756
|
|
|
$
|
14,484
|
|
|
September 30,
2016 |
||
|
(In thousands)
|
||
Remaining three months of 2016
|
$
|
2,478
|
|
2017
|
8,350
|
|
|
2018
|
6,877
|
|
|
2019
|
5,214
|
|
|
2020
|
3,277
|
|
|
Thereafter
|
2,834
|
|
|
Total
|
$
|
29,030
|
|
|
Automation and
Analytics
|
|
Medication
Adherence
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Net balance as of December 31, 2015
|
$
|
54,316
|
|
|
$
|
93,590
|
|
|
$
|
147,906
|
|
Goodwill acquired
|
166,334
|
|
|
—
|
|
|
166,334
|
|
|||
Foreign currency exchange rate fluctuations
|
(1,496
|
)
|
|
(1,324
|
)
|
|
(2,820
|
)
|
|||
Net balance as of September 30, 2016
|
$
|
219,154
|
|
|
$
|
92,266
|
|
|
$
|
311,420
|
|
|
September 30, 2016
|
||||||||||||||||
|
Gross
carrying
amount
|
|
Accumulated
amortization
|
|
Foreign currency exchange rate fluctuations
|
|
Net
carrying
amount
|
|
Useful life
(years)
|
||||||||
|
(In thousands, except for years)
|
||||||||||||||||
Customer relationships
|
$
|
124,636
|
|
|
$
|
(17,833
|
)
|
|
$
|
(140
|
)
|
|
$
|
106,663
|
|
|
1 - 30
|
Acquired technology
|
70,150
|
|
|
(11,405
|
)
|
|
33
|
|
|
58,778
|
|
|
3 - 20
|
||||
Backlog
|
20,559
|
|
|
(10,605
|
)
|
|
(1
|
)
|
|
9,953
|
|
|
1 - 3
|
||||
Trade names
|
8,558
|
|
|
(3,478
|
)
|
|
7
|
|
|
5,087
|
|
|
1 - 12
|
||||
Patents
|
2,279
|
|
|
(439
|
)
|
|
—
|
|
|
1,840
|
|
|
2 - 20
|
||||
Non-compete agreements
|
1,800
|
|
|
(450
|
)
|
|
—
|
|
|
1,350
|
|
|
3
|
||||
In-process Technology
|
3,900
|
|
|
—
|
|
|
—
|
|
|
3,900
|
|
|
|
||||
Total intangibles assets, net
|
$
|
231,882
|
|
|
$
|
(44,210
|
)
|
|
$
|
(101
|
)
|
|
$
|
187,571
|
|
|
|
|
December 31, 2015
|
||||||||||||||||
|
Gross carrying
amount
|
|
Accumulated
amortization
|
|
Foreign currency exchange rate fluctuations
|
|
Net
carrying
amount
|
|
Useful life
(years)
|
||||||||
|
(In thousands, except for years)
|
||||||||||||||||
Customer relationships
|
$
|
69,554
|
|
|
$
|
(11,315
|
)
|
|
$
|
(719
|
)
|
|
$
|
57,520
|
|
|
5 - 30
|
Acquired technology
|
30,870
|
|
|
(6,088
|
)
|
|
59
|
|
|
24,841
|
|
|
3 - 20
|
||||
Trade names
|
8,052
|
|
|
(2,551
|
)
|
|
(14
|
)
|
|
5,487
|
|
|
1 - 12
|
||||
Patents
|
1,960
|
|
|
(384
|
)
|
|
—
|
|
|
1,576
|
|
|
2 - 20
|
||||
Backlog
|
415
|
|
|
(163
|
)
|
|
(11
|
)
|
|
241
|
|
|
2
|
||||
Total intangibles assets, net
|
$
|
110,851
|
|
|
$
|
(20,501
|
)
|
|
$
|
(685
|
)
|
|
$
|
89,665
|
|
|
|
|
September 30, 2016
|
||
|
(In thousands)
|
||
Remaining three months of 2016
|
$
|
8,869
|
|
2017
|
22,756
|
|
|
2018
|
21,164
|
|
|
2019
|
16,093
|
|
|
2020
|
15,095
|
|
|
Thereafter
|
103,594
|
|
|
Total
|
$
|
187,571
|
|
|
December 31, 2015
|
Borrowings
|
Repayment/Amortization
|
September 30, 2016
|
||||||||
|
(In thousands)
|
|||||||||||
Term loan facility
|
$
|
—
|
|
$
|
200,000
|
|
$
|
(5,000
|
)
|
$
|
195,000
|
|
Revolving credit facility
|
—
|
|
55,000
|
|
(20,000
|
)
|
35,000
|
|
||||
Total debt under the facilities
(1)
|
—
|
|
255,000
|
|
(25,000
|
)
|
230,000
|
|
||||
Less: Deferred issuance cost
|
—
|
|
(7,949
|
)
|
1,193
|
|
(6,756
|
)
|
||||
Total Debt, net of deferred issuance cost
|
$
|
—
|
|
$
|
247,051
|
|
$
|
(23,807
|
)
|
223,244
|
|
|
Long term debt, current portion, net of deferred issuance cost
|
|
|
|
8,410
|
|
|||||||
Long term debt, net of deferred issuance cost
|
|
|
|
$
|
214,834
|
|
|
|
||
|
(In thousands)
|
||
Remaining three months of 2016
|
$
|
2,749
|
|
2017
|
10,755
|
|
|
2018
|
10,379
|
|
|
2019
|
10,127
|
|
|
2020
|
6,459
|
|
|
Thereafter
|
11,086
|
|
|
Total minimum future lease payments
|
$
|
51,555
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Cost of product and service revenues
|
$
|
628
|
|
|
$
|
581
|
|
|
$
|
1,821
|
|
|
$
|
1,630
|
|
Research and development
|
825
|
|
|
587
|
|
|
2,267
|
|
|
1,472
|
|
||||
Selling, general and administrative
|
3,224
|
|
|
2,798
|
|
|
9,975
|
|
|
8,165
|
|
||||
Total share-based compensation expense
|
$
|
4,677
|
|
|
$
|
3,966
|
|
|
$
|
14,063
|
|
|
$
|
11,267
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
September 30, 2016
|
|
September 30, 2015
|
||||
|
|
||||||||||
Stock Option Plans
|
|
|
|
|
|
|
|
||||
Expected life, years
|
4.92
|
|
|
5.04
|
|
|
4.92
|
|
|
5.04
|
|
Expected volatility, %
|
30.0
|
%
|
|
29.3
|
%
|
|
31.4
|
%
|
|
31.1
|
%
|
Risk free interest rate, %
|
1.21
|
%
|
|
1.73
|
%
|
|
1.34
|
%
|
|
1.63
|
%
|
Estimated forfeiture rate %
|
8.6
|
%
|
|
2.5
|
%
|
|
8.6
|
%
|
|
2.5
|
%
|
Dividend yield, %
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
September 30,
2016 |
|
September 30,
2015 |
|
September 30,
2016 |
|
September 30,
2015 |
||||
|
|
||||||||||
Employee Stock Purchase Plan
|
|
|
|
|
|
|
|
||||
Expected life, years
|
0.5-2.0
|
|
|
0.5-2.0
|
|
|
0.5-2.0
|
|
|
0.5-2.0
|
|
Expected volatility, %
|
25.8-34.8%
|
|
|
25.8-34.4%
|
|
|
25.8-34.8%
|
|
|
25.8-37.5%
|
|
Risk free interest rate, %
|
0.41-0.79%
|
|
|
0.12-0.79%
|
|
|
0.34-0.79%
|
|
|
0.03-0.79%
|
|
Dividend yield, %
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Number of
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining Years
|
|
Aggregate
Intrinsic Value
(1)
|
|||||
|
(In thousands, except per share data)
|
|||||||||||
Stock Options
|
|
|
|
|
|
|
|
|||||
Outstanding at December 31, 2015
|
2,688
|
|
|
$
|
22.89
|
|
|
6.9
|
|
|
||
Granted
|
512
|
|
|
29.25
|
|
|
|
|
|
|||
Exercised
|
(352
|
)
|
|
19.24
|
|
|
|
|
|
|||
Expired
|
(5
|
)
|
|
28.75
|
|
|
|
|
|
|||
Forfeited
|
(100
|
)
|
|
29.74
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
2,743
|
|
|
$
|
24.30
|
|
|
7.0
|
|
$
|
38,482
|
|
Exercisable at September 30, 2016
|
1,368
|
|
|
$
|
19.36
|
|
|
5.2
|
|
$
|
25,929
|
|
Vested and expected to vest at September 30, 2016 and thereafter
|
2,597
|
|
|
$
|
23.99
|
|
|
6.9
|
|
$
|
37,230
|
|
|
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 ("RSUs")
|
|
|
|
|
|
|
|
|||||
Outstanding at December 31, 2015
|
417
|
|
|
$
|
28.49
|
|
|
1.6
|
|
|
||
Granted
|
121
|
|
|
29.19
|
|
|
|
|
|
|||
Vested
|
(106
|
)
|
|
26.80
|
|
|
|
|
|
|||
Forfeited
|
(19
|
)
|
|
27.85
|
|
|
|
|
|
|||
Outstanding and unvested at September 30, 2016
|
413
|
|
|
$
|
29.16
|
|
|
1.3
|
|
$
|
15,812
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant Date Fair Value
|
|||
|
(In thousands, except per share data)
|
|||||
Restricted Stock Awards ("RSAs")
|
|
|
|
|||
Outstanding at December 31, 2015
|
31
|
|
|
$
|
35.97
|
|
Granted
|
35
|
|
|
31.59
|
|
|
Vested
|
(31
|
)
|
|
36.03
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding and unvested at September 30, 2016
|
35
|
|
|
$
|
31.56
|
|
|
Number of
Shares
|
|
Weighted-Average
Grant Date Fair Value Per Unit
|
|||
|
(In thousands, except per share data)
|
|||||
Performance-based Restricted Stock Units ("PSUs")
|
|
|
|
|||
Outstanding at December 31, 2015
|
151
|
|
|
$
|
23.33
|
|
Granted
|
122
|
|
|
24.66
|
|
|
Vested
|
(52
|
)
|
|
23.04
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding and unvested at September 30, 2016
|
221
|
|
|
$
|
24.13
|
|
|
Number of Shares
|
|
|
(In thousands)
|
|
Share options outstanding
|
2,743
|
|
Non-vested restricted share awards
|
668
|
|
Shares authorized for future issuance
|
2,831
|
|
ESPP shares available for future issuance
|
2,831
|
|
Total shares reserved for future issuance
|
9,073
|
|
|
Three months ended
|
||||||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Automation and
Analytics
|
|
Medication
Adherence
|
|
Total
|
|
Automation and
Analytics
|
|
Medication
Adherence
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
152,437
|
|
|
$
|
24,300
|
|
|
$
|
176,737
|
|
|
$
|
102,967
|
|
|
$
|
22,267
|
|
|
$
|
125,234
|
|
Cost of revenues
|
77,828
|
|
|
17,401
|
|
|
95,229
|
|
|
45,668
|
|
|
15,863
|
|
|
61,531
|
|
||||||
Gross profit
|
74,609
|
|
|
6,899
|
|
|
81,508
|
|
|
57,299
|
|
|
6,404
|
|
|
63,703
|
|
||||||
Operating expenses
|
49,123
|
|
|
6,137
|
|
|
55,260
|
|
|
30,628
|
|
|
6,070
|
|
|
36,698
|
|
||||||
Income from segment operations
|
$
|
25,486
|
|
|
$
|
762
|
|
|
$
|
26,248
|
|
|
$
|
26,671
|
|
|
$
|
334
|
|
|
$
|
27,005
|
|
Corporate costs
|
|
|
|
|
21,320
|
|
|
|
|
|
|
13,146
|
|
||||||||||
Income from operations
|
|
|
|
|
$
|
4,928
|
|
|
|
|
|
|
$
|
13,859
|
|
|
Nine months ended
|
||||||||||||||||||||||
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Automation and
Analytics
|
|
Medication
Adherence
|
|
Total
|
|
Automation and
Analytics
|
|
Medication
Adherence
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Revenues
|
$
|
450,043
|
|
|
$
|
70,605
|
|
|
$
|
520,648
|
|
|
$
|
284,447
|
|
|
$
|
69,796
|
|
|
$
|
354,243
|
|
Cost of revenues
|
233,401
|
|
|
47,777
|
|
|
281,178
|
|
|
123,923
|
|
|
47,470
|
|
|
171,393
|
|
||||||
Gross profit
|
216,642
|
|
|
22,828
|
|
|
239,470
|
|
|
160,524
|
|
|
22,326
|
|
|
182,850
|
|
||||||
Operating expenses
|
151,108
|
|
|
17,518
|
|
|
168,626
|
|
|
85,195
|
|
|
18,321
|
|
|
103,516
|
|
||||||
Income from segment operations
|
$
|
65,534
|
|
|
$
|
5,310
|
|
|
$
|
70,844
|
|
|
$
|
75,329
|
|
|
$
|
4,005
|
|
|
$
|
79,334
|
|
Corporate costs
|
|
|
|
|
64,182
|
|
|
|
|
|
|
42,672
|
|
||||||||||
Income from operations
|
|
|
|
|
$
|
6,662
|
|
|
|
|
|
|
$
|
36,662
|
|
|
Three months ended
|
||||||
|
September 30,
2016 |
|
September 30,
2015 |
||||
|
(In thousands)
|
||||||
United States
|
$
|
155,989
|
|
|
103,944
|
|
|
Rest of world
(1)
|
20,748
|
|
|
21,290
|
|
||
Total revenues
|
$
|
176,737
|
|
|
$
|
125,234
|
|
|
Nine months ended
|
||||||
|
September 30,
2016 |
|
September 30,
2015 |
||||
|
(In thousands)
|
||||||
United States
|
$
|
445,470
|
|
|
$
|
297,564
|
|
Rest of world
(1)
|
75,178
|
|
|
56,679
|
|
||
Total revenues
|
$
|
520,648
|
|
|
$
|
354,243
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
United States
|
$
|
36,017
|
|
|
$
|
29,506
|
|
Rest of world
(1)
|
5,017
|
|
|
2,803
|
|
||
Total property and equipment, net
|
$
|
41,034
|
|
|
$
|
32,309
|
|
•
|
our expectations regarding our future 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;
|
•
|
the 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 ability to generate cash from operations and our estimates regarding the sufficiency of our cash resources; and
|
•
|
our ability to acquire companies, businesses, products or technologies on commercially reasonable terms and integrate such acquisitions effectively.
|
•
|
Development of differentiated products.
We invest in the development of products that we believe bring patient safety and workflow efficiency to our customers’ operations that they cannot get from other competing solutions. These differentiators may be as small as how a transaction operates or information provided on a report or as large as the entire automation of a workflow that would otherwise be completed manually. We intend to continue our focus on differentiating our products, and we carefully assess our investments regularly as we strive to ensure those investments provide the solutions most valuable to our customers.
|
•
|
Deliver our solutions to new markets
.
Areas of healthcare where work is done manually may benefit from our existing solutions. These areas include hospitals that continue to employ manual operations, healthcare segments of the U.S. market outside hospitals and markets outside the United States. We weigh the cost of entering these new markets against the expected benefits and focus on the markets that we believe are most likely to adopt our products.
|
•
|
Expansion of our solutions through acquisitions and partnerships.
Our acquisitions have generally been focused on automation of manual workflows or data analytics, which is the enhancement of data for our customers’ decision-making processes. We believe that expansion of our product lines through acquisition and partnerships to meet our customers changing and evolving expectations is a key component to our historical and future success.
|
•
|
Our expectation that the overall market demand for healthcare services will increase as the population grows, life expectancies continue to increase and the quality and availability of healthcare services increases;
|
•
|
Our expectation that the environment of increased patient safety awareness, increased regulatory control, increased demand for innovative products that improve the care experience and increased need for workflow efficiency through the adoption of technology in the healthcare industry will make our solutions a priority in the capital budgets of healthcare facilities and systems; and
|
•
|
Our belief that healthcare customers will continue to value a consultative customer experience from their suppliers.
|
•
|
Revenue recognition;
|
•
|
Accounts receivable and notes receivable (net investment in sales-type leases);
|
•
|
Inventory valuation;
|
•
|
Capitalized software development cost;
|
•
|
Valuation and impairment of goodwill, intangible assets and other long-lived assets;
|
•
|
Business combinations;
|
•
|
Valuation of share-based awards; and
|
•
|
Accounting for income taxes.
|
|
Three months ended September 30,
|
|||||||||||||
|
|
|||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Product revenues
|
$
|
133,621
|
|
|
$
|
100,941
|
|
|
$
|
32,680
|
|
|
32
|
%
|
Percentage of total revenues
|
76
|
%
|
|
81
|
%
|
|
|
|
|
|||||
Service and other revenues
|
43,116
|
|
|
24,293
|
|
|
18,823
|
|
|
77
|
%
|
|||
Percentage of total revenues
|
24
|
%
|
|
19
|
%
|
|
|
|
|
|||||
Total revenues
|
$
|
176,737
|
|
|
$
|
125,234
|
|
|
$
|
51,503
|
|
|
41
|
%
|
|
Nine months ended September 30,
|
|||||||||||||
|
|
|
|
|
Change in
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Product revenues
|
$392,190
|
|
$284,204
|
|
$
|
107,986
|
|
|
38
|
%
|
||||
Percentage of total revenues
|
75
|
%
|
|
80
|
%
|
|
|
|
|
|||||
Service and other revenues
|
128,458
|
|
|
70,039
|
|
|
58,419
|
|
|
83
|
%
|
|||
Percentage of total revenues
|
25
|
%
|
|
20
|
%
|
|
|
|
|
|||||
Total revenues
|
$
|
520,648
|
|
|
$
|
354,243
|
|
|
$
|
166,405
|
|
|
47
|
%
|
|
Three months ended September 30,
|
|||||||||||||
|
|
|
|
|
Change in
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues:
|
(Dollars in thousands)
|
|||||||||||||
Automation and Analytics
|
$
|
152,437
|
|
|
$
|
102,967
|
|
|
$
|
49,470
|
|
|
48
|
%
|
Percentage of total revenues
|
86
|
%
|
|
82
|
%
|
|
|
|
|
|||||
Medication Adherence
|
24,300
|
|
|
22,267
|
|
|
2,033
|
|
|
9
|
%
|
|||
Percentage of total revenues
|
14
|
%
|
|
18
|
%
|
|
|
|
|
|||||
Total revenues
|
$
|
176,737
|
|
|
$
|
125,234
|
|
|
$
|
51,503
|
|
|
41
|
%
|
|
Nine months ended September 30, 2016
|
|||||||||||||
|
|
|
|
|
Change in
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Revenues:
|
(Dollars in thousands)
|
|||||||||||||
Automation and Analytics
|
$
|
450,043
|
|
|
$
|
284,447
|
|
|
$
|
165,596
|
|
|
58
|
%
|
Percentage of total revenues
|
86
|
%
|
|
80
|
%
|
|
|
|
|
|||||
Medication Adherence
|
70,605
|
|
|
69,796
|
|
|
809
|
|
|
1
|
%
|
|||
Percentage of total revenues
|
14
|
%
|
|
20
|
%
|
|
|
|
|
|||||
Total revenues
|
$
|
520,648
|
|
|
$
|
354,243
|
|
|
$
|
166,405
|
|
|
47
|
%
|
|
Three months ended September 30,
|
|||||||||||||
|
|
|
|
|
Change in
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Cost of revenues:
|
(Dollars in thousands)
|
|||||||||||||
Automation and Analytics
|
$
|
77,828
|
|
|
$
|
45,668
|
|
|
$
|
32,160
|
|
|
70
|
%
|
As a percentage of related revenues
|
51
|
%
|
|
44
|
%
|
|
|
|
|
|||||
Medication Adherence
|
17,401
|
|
|
15,863
|
|
|
1,538
|
|
|
10
|
%
|
|||
As a percentage of related revenues
|
72
|
%
|
|
71
|
%
|
|
|
|
|
|||||
Total cost of revenues
|
$
|
95,229
|
|
|
$
|
61,531
|
|
|
$
|
33,698
|
|
|
55
|
%
|
As a percentage of total revenues
|
54
|
%
|
|
49
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Automation and Analytics
|
$
|
74,609
|
|
|
$
|
57,299
|
|
|
$
|
17,310
|
|
|
30
|
%
|
Automation and Analytics gross margin
|
49
|
%
|
|
56
|
%
|
|
|
|
|
|||||
Medication Adherence
|
6,899
|
|
|
6,404
|
|
|
495
|
|
|
8
|
%
|
|||
Medication Adherence gross margin
|
28
|
%
|
|
29
|
%
|
|
|
|
|
|||||
Total gross profit
|
$
|
81,508
|
|
|
$
|
63,703
|
|
|
$
|
17,805
|
|
|
28
|
%
|
Total gross margin
|
46
|
%
|
|
51
|
%
|
|
|
|
|
|
Nine months ended September 30, 2016
|
|||||||||||||
|
|
|
|
|
Change in
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Cost of revenues:
|
(Dollars in thousands)
|
|||||||||||||
Automation and Analytics
|
$
|
233,401
|
|
|
$
|
123,923
|
|
|
$
|
109,478
|
|
|
88
|
%
|
As a percentage of related revenues
|
60
|
%
|
|
44
|
%
|
|
|
|
|
|||||
Medication Adherence
|
47,777
|
|
|
47,470
|
|
|
307
|
|
|
1
|
%
|
|||
As a percentage of related revenues
|
68
|
%
|
|
68
|
%
|
|
|
|
|
|||||
Total cost of revenues
|
$
|
281,178
|
|
|
$
|
171,393
|
|
|
$
|
109,785
|
|
|
64
|
%
|
As a percentage of total revenues
|
54
|
%
|
|
48
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Gross profit:
|
|
|
|
|
|
|
|
|||||||
Automation and Analytics
|
$
|
216,642
|
|
|
$
|
160,524
|
|
|
$
|
56,118
|
|
|
35
|
%
|
Automation and Analytics gross margin
|
48
|
%
|
|
56
|
%
|
|
|
|
|
|||||
Medication Adherence
|
22,828
|
|
|
22,326
|
|
|
502
|
|
|
2
|
%
|
|||
Medication Adherence gross margin
|
32
|
%
|
|
32
|
%
|
|
|
|
|
|||||
Total gross profit
|
$
|
239,470
|
|
|
$
|
182,850
|
|
|
$
|
56,620
|
|
|
31
|
%
|
Total gross margin
|
46
|
%
|
|
52
|
%
|
|
|
|
|
|
Three months ended September 30,
|
|||||||||||||
|
|
|
|
|
Change in
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Operating expenses:
|
(Dollars in thousands)
|
|||||||||||||
Research and development
|
$
|
15,264
|
|
|
$
|
9,176
|
|
|
$
|
6,088
|
|
|
66
|
%
|
As a percentage of total revenues
|
9
|
%
|
|
7
|
%
|
|
|
|
|
|||||
Selling, general and administrative
|
61,316
|
|
|
40,668
|
|
|
20,648
|
|
|
51
|
%
|
|||
As a percentage of total revenues
|
35
|
%
|
|
32
|
%
|
|
|
|
|
|||||
Total operating expenses
|
$
|
76,580
|
|
|
$
|
49,844
|
|
|
$
|
26,736
|
|
|
54
|
%
|
As a percentage of total revenues
|
43
|
%
|
|
40
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Income (loss) from operations:
|
|
|
|
|
|
|
|
|||||||
Automation and Analytics
|
$
|
25,486
|
|
|
$
|
26,671
|
|
|
$
|
(1,185
|
)
|
|
(4
|
)%
|
Operating margin
|
17
|
%
|
|
26
|
%
|
|
|
|
|
|||||
Medication Adherence
|
762
|
|
|
334
|
|
|
428
|
|
|
128
|
%
|
|||
Operating margin
|
3
|
%
|
|
1
|
%
|
|
|
|
|
|||||
Corporate Expenses
|
21,320
|
|
|
13,146
|
|
|
8,174
|
|
|
62
|
%
|
|||
Total income from operations
|
$
|
4,928
|
|
|
$
|
13,859
|
|
|
$
|
(8,931
|
)
|
|
(64
|
)%
|
Total operating margin
|
3
|
%
|
|
11
|
%
|
|
|
|
|
|
Nine Months Ended
September 30, |
|||||||||||||
|
|
|
|
|
Change in
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Operating expenses:
|
(Dollars in thousands)
|
|||||||||||||
Research and development
|
$
|
42,896
|
|
|
$
|
25,941
|
|
|
$
|
16,955
|
|
|
65
|
%
|
As a percentage of total revenues
|
8
|
%
|
|
7
|
%
|
|
|
|
|
|||||
Selling, general and administrative
|
189,912
|
|
|
123,690
|
|
|
66,222
|
|
|
54
|
%
|
|||
As a percentage of total revenues
|
36
|
%
|
|
35
|
%
|
|
|
|
|
|||||
Gain on business combination
|
—
|
|
|
(3,443
|
)
|
|
3,443
|
|
|
(100
|
)%
|
|||
As a percentage of total revenues
|
—
|
%
|
|
(1
|
)%
|
|
|
|
|
|||||
Total operating expenses
|
$
|
232,808
|
|
|
$
|
146,188
|
|
|
$
|
86,620
|
|
|
59
|
%
|
As a percentage of total revenues
|
45
|
%
|
|
41
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Income from operations:
|
|
|
|
|
|
|
|
|||||||
Automation and Analytics
|
$
|
65,534
|
|
|
$
|
75,329
|
|
|
$
|
(9,795
|
)
|
|
(13
|
)%
|
Operating margin
|
13
|
%
|
|
21
|
%
|
|
|
|
|
|||||
Medication Adherence
|
5,310
|
|
|
4,005
|
|
|
1,305
|
|
|
33
|
%
|
|||
Operating margin
|
1
|
%
|
|
1
|
%
|
|
|
|
|
|||||
Corporate Expenses
|
64,182
|
|
|
42,672
|
|
|
21,510
|
|
|
50
|
%
|
|||
Total income from operations
|
$
|
6,662
|
|
|
$
|
36,662
|
|
|
$
|
(30,000
|
)
|
|
(82
|
)%
|
Total operating margin
|
1
|
%
|
|
10
|
%
|
|
|
|
|
|
Nine months ended
|
|||||||||||||
|
|
|
|
|
Change in
|
|||||||||
|
September 30, 2016
|
|
September 30, 2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Provision (benefit) for income taxes
|
$
|
(557
|
)
|
|
$
|
11,922
|
|
|
$
|
(12,479
|
)
|
|
(105
|
)%
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Cash
|
$
|
37,154
|
|
|
$
|
72,103
|
|
Cash equivalents
|
10,133
|
|
|
10,114
|
|
||
Total
|
$
|
47,287
|
|
|
$
|
82,217
|
|
|
|
|
|
||||
Working Capital
|
$
|
138,896
|
|
|
$
|
139,498
|
|
|
Nine months ended
|
||||||
|
September 30,
2016 |
|
September 30,
2015 |
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
24,470
|
|
|
$
|
5,932
|
|
Investing activities
|
(293,343
|
)
|
|
(41,312
|
)
|
||
Financing activities
|
235,210
|
|
|
(32,699
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,267
|
)
|
|
(52
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(34,930
|
)
|
|
$
|
(68,131
|
)
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Remainder of 2016
|
|
2017 and 2018
|
|
2019 and 2020
|
|
2021 and thereafter
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating leases
(1)
|
$
|
51,555
|
|
|
$
|
2,749
|
|
|
$
|
21,134
|
|
|
$
|
16,586
|
|
|
$
|
11,086
|
|
Purchase obligations
(2)
|
41,018
|
|
|
39,609
|
|
|
904
|
|
|
27
|
|
|
478
|
|
|||||
Term loan facility
|
195,000
|
|
|
2,500
|
|
|
27,500
|
|
|
47,500
|
|
|
117,500
|
|
|||||
Revolving credit facility
|
35,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,000
|
|
|||||
Total
(3)
|
$
|
322,573
|
|
|
$
|
44,858
|
|
|
$
|
49,538
|
|
|
$
|
64,113
|
|
|
$
|
164,064
|
|
(1)
|
Commitments under operating leases relate primarily to leasehold property and office equipment.
|
(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)
|
We have recorded $10.2 million for uncertain tax positions under long-term liabilities as of
September 30, 2016
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, $10.2 million in uncertain tax position liabilities have not been included in the table above.
|
•
|
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 bookings and sales;
|
•
|
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.
|
•
|
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 CareFusion Corporation by Becton Dickenson Corporation, 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 is currently experiencing 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;
|
•
|
other established or emerging companies may enter the medication management and supply chain solutions 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.
|
•
|
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, labor, import, export, environmental standards, tax, anti-bribery and employment laws and changes in tariff rates;
|
•
|
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.
|
•
|
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;
|
•
|
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;
|
•
|
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 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.
|
•
|
changes in our operating results;
|
•
|
developments in our relationships with corporate customers;
|
•
|
developments with respect to the Aesynt Acquisition;
|
•
|
changes in the ratings of our common stock by securities analysts;
|
•
|
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
|
•
|
general economic and market conditions.
|
|
|
OMNICELL, INC.
|
||
Date:
|
November 7, 2016
|
By:
|
|
/s/ Peter J. Kuipers
|
|
|
|
|
Peter J. Kuipers,
Executive Vice President & Chief Financial Officer |
|
|
|
|
Incorporated By Reference
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
2.1
|
|
Securities Purchase Agreement, dated October 29, 2015, among Omnicell, Inc., Aesynt Holding, L.P., Aesynt, Ltd. and Aesynt Coöperatief U.A.
|
|
8-K
|
|
000-33043
|
|
2.1
|
|
10/29/2015
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Omnicell, Inc.
|
|
S-1
|
|
333-57024
|
|
3.1
|
|
3/14/2001
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Omnicell, Inc.
|
|
10-Q
|
|
000-33043
|
|
3.2
|
|
8/9/2010
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
Certificate of Designation of Series A Junior Participating Preferred Stock
|
|
10-K
|
|
000-33043
|
|
3.2
|
|
3/28/2003
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
Bylaws of Omnicell, Inc., as amended
|
|
10-Q
|
|
000-33043
|
|
3.3
|
|
8/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Form of Common Stock Certificate
|
|
S-1
|
|
333-57024
|
|
4.1
|
|
3/14/2001
|
|
|
|
|
|
|
|
|
|
|
|
31.1
+
|
|
Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
+
|
|
Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
+
|
|
Certification of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350)
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
+
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
+
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
+
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
+
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
+
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
+
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
+
|
Filed herewith.
|
(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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