Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 27, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-33043 | |
Entity Registrant Name | OMNICELL, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3166458 | |
Entity Address, Address Line One | 590 East Middlefield Road | |
Entity Address, City or Town | Mountain View | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94043 | |
City Area Code | 650 | |
Local Phone Number | 251-6100 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | OMCL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 43,189,924 | |
Entity Central Index Key | 0000926326 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 548,055 | $ 485,928 |
Accounts receivable and unbilled receivables, net of allowances of $5,518 and $4,286, respectively | 205,658 | 190,117 |
Inventories | 96,208 | 96,298 |
Prepaid expenses | 17,122 | 16,027 |
Other current assets | 36,956 | 41,044 |
Total current assets | 903,999 | 829,414 |
Property and equipment, net | 60,538 | 59,073 |
Long-term investment in sales-type leases, net | 21,255 | 22,156 |
Operating lease right-of-use assets | 51,922 | 55,114 |
Goodwill | 499,065 | 499,309 |
Intangible assets, net | 161,816 | 168,211 |
Long-term deferred tax assets | 15,376 | 15,019 |
Prepaid commissions | 54,209 | 56,919 |
Other long-term assets | 118,443 | 119,289 |
Total assets | 1,886,623 | 1,824,504 |
Current liabilities: | ||
Accounts payable | 50,759 | 40,309 |
Accrued compensation | 37,851 | 55,750 |
Accrued liabilities | 84,075 | 80,311 |
Deferred revenues, net | 119,588 | 100,053 |
Total current liabilities | 292,273 | 276,423 |
Long-term deferred revenues | 7,887 | 5,673 |
Long-term deferred tax liabilities | 39,128 | 39,633 |
Long-term operating lease liabilities | 45,435 | 48,897 |
Other long-term liabilities | 18,542 | 19,174 |
Convertible senior notes, net | 472,347 | 467,201 |
Total liabilities | 875,612 | 857,001 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 5,000 shares authorized; no shares issued | 0 | 0 |
Common stock, $0.001 par value, 100,000 shares authorized; 53,065 and 52,677 shares issued; 43,171 and 42,783 shares outstanding, respectively | 53 | 53 |
Treasury stock at cost, 9,894 outstanding, respectively | (238,109) | (238,109) |
Additional paid-in capital | 950,361 | 920,359 |
Retained earnings | 304,849 | 290,722 |
Accumulated other comprehensive loss | (6,143) | (5,522) |
Total stockholders’ equity | 1,011,011 | 967,503 |
Total liabilities and stockholders’ equity | $ 1,886,623 | $ 1,824,504 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses on accounts receivable and unbilled receivables | $ 5,518 | $ 4,286 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares, authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, shares, issued (in shares) | 53,065,000 | 52,677,000 |
Common stock, balance (in shares) | 43,171,000 | 42,783,000 |
Treasury stock, shares (in shares) | 9,894,000 | 9,894,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | $ 251,843 | $ 229,686 |
Cost of revenues | 129,560 | 120,064 |
Gross profit | 122,283 | 109,622 |
Operating expenses: | ||
Research and development | 16,080 | 18,652 |
Selling, general, and administrative | 86,593 | 78,819 |
Total operating expenses | 102,673 | 97,471 |
Income from operations | 19,610 | 12,151 |
Interest and other income (expense), net | (6,691) | (822) |
Income before provision for income taxes | 12,919 | 11,329 |
Provision for (benefit from) income taxes | (1,208) | 18 |
Net income | $ 14,127 | $ 11,311 |
Net income per share: | ||
Net income per share - basic (in dollars per share) | $ 0.33 | $ 0.27 |
Net income per share - diluted (in dollars per share) | $ 0.30 | $ 0.26 |
Weighted-average shares outstanding: | ||
Weighted-average shares outstanding — basic (in shares) | 42,962 | 42,357 |
Weighted-average shares outstanding — diluted (in shares) | 46,367 | 43,621 |
Product revenues | ||
Revenues | $ 178,125 | $ 170,073 |
Cost of revenues | 92,627 | 90,272 |
Services and other revenues | ||
Revenues | 73,718 | 59,613 |
Cost of revenues | $ 36,933 | $ 29,792 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 14,127 | $ 11,311 |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (621) | (4,694) |
Other comprehensive loss | (621) | (4,694) |
Comprehensive income | $ 13,506 | $ 6,617 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect of a Change in Accounting Principle | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Earnings | Accumulated EarningsCumulative Effect of a Change in Accounting Principle | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Dec. 31, 2019 | 51,277 | |||||||
Treasury stock (in shares) at Dec. 31, 2019 | (9,145) | |||||||
Beginning balance at Dec. 31, 2019 | $ 845,254 | $ (264) | $ 51 | $ (185,074) | $ 780,931 | $ 258,792 | $ (264) | $ (9,446) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 11,311 | 11,311 | ||||||
Other comprehensive income (loss) | (4,694) | (4,694) | ||||||
Share-based compensation | 10,659 | 10,659 | ||||||
Issuance of common stock under employee stock plans (in shares) | 474 | |||||||
Issuance of common stock under employee stock plans | 17,659 | $ 1 | 17,658 | |||||
Tax payments related to restricted stock units | (1,425) | (1,425) | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 51,751 | |||||||
Treasury stock (in shares) at Mar. 31, 2020 | (9,145) | |||||||
Ending balance at Mar. 31, 2020 | $ 878,500 | $ 52 | $ (185,074) | 807,823 | 269,839 | (14,140) | ||
Beginning balance (in shares) at Dec. 31, 2020 | 42,783 | 52,677 | ||||||
Treasury stock (in shares) at Dec. 31, 2020 | (9,894) | (9,894) | ||||||
Beginning balance at Dec. 31, 2020 | $ 967,503 | $ 53 | $ (238,109) | 920,359 | 290,722 | (5,522) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 14,127 | 14,127 | ||||||
Other comprehensive income (loss) | (621) | (621) | ||||||
Share-based compensation | 11,772 | 11,772 | ||||||
Issuance of common stock under employee stock plans (in shares) | 388 | |||||||
Issuance of common stock under employee stock plans | 20,826 | $ 0 | 20,826 | |||||
Tax payments related to restricted stock units | $ (2,596) | (2,596) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 43,171 | 53,065 | ||||||
Treasury stock (in shares) at Mar. 31, 2021 | (9,894) | (9,894) | ||||||
Ending balance at Mar. 31, 2021 | $ 1,011,011 | $ 53 | $ (238,109) | $ 950,361 | $ 304,849 | $ (6,143) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Activities | ||
Net income | $ 14,127 | $ 11,311 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 17,575 | 14,043 |
Share-based compensation expense | 11,772 | 10,659 |
Deferred income taxes | (862) | (1,149) |
Amortization of operating lease right-of-use assets | 2,895 | 2,682 |
Amortization of debt issuance costs | 849 | 241 |
Amortization of discount on convertible senior notes | 4,571 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled receivables | (15,427) | (16,052) |
Inventories | (1,035) | (5,734) |
Prepaid expenses | (1,095) | 323 |
Other current assets | 3,128 | 968 |
Investment in sales-type leases | 925 | (268) |
Prepaid commissions | 2,710 | 2,881 |
Other long-term assets | 2,177 | (2,844) |
Accounts payable | 10,368 | 208 |
Accrued compensation | (17,899) | (9,165) |
Accrued liabilities | 4,661 | 2,734 |
Deferred revenues | 21,749 | 16,868 |
Operating lease liabilities | (3,142) | (2,784) |
Other long-term liabilities | (632) | 309 |
Net cash provided by operating activities | 57,415 | 25,231 |
Investing Activities | ||
Software development for external use | (8,043) | (10,602) |
Purchases of property and equipment | (5,089) | (3,173) |
Net cash used in investing activities | (13,132) | (13,775) |
Financing Activities | ||
Repayment of revolving credit facility | 0 | (50,000) |
Proceeds from issuances under stock-based compensation plans | 20,826 | 17,659 |
Employees’ taxes paid related to restricted stock units | (2,596) | (1,425) |
Change in customer funds, net | (2,631) | 0 |
Net cash provided by (used in) financing activities | 15,599 | (33,766) |
Effect of exchange rate changes on cash and cash equivalents | (386) | (820) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 59,496 | (23,130) |
Cash, cash equivalents, and restricted cash at beginning of period | 489,920 | 127,210 |
Cash, cash equivalents, and restricted cash at end of period | 549,416 | 104,080 |
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets: | ||
Cash, cash equivalents, and restricted cash at end of period | 549,416 | 104,080 |
Supplemental disclosure of non-cash activities | ||
Unpaid purchases of property and equipment | 487 | 944 |
Transfers between inventory and property and equipment, net | $ 1,269 | $ 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Business Omnicell, Inc. was incorporated in California in 1992 under the name Omnicell Technologies, Inc. and reincorporated in Delaware in 2001 as Omnicell, Inc. The Company’s major products and related services are medication management automation solutions and adherence tools for healthcare systems and pharmacies, which are sold in its principal market, the healthcare industry. The Company’s market is primarily located in the United States and Europe. “Omnicell” or the “Company” collectively refer to Omnicell, Inc. and its subsidiaries. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the financial position of the Company as of March 31, 2021 and December 31, 2020, and the results of operations, comprehensive income, and cash flows for the three months ended March 31, 2021 and 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 24, 2021, except as discussed in the section entitled “Recently Adopted Authoritative Guidance” below. The Company’s results of operations, comprehensive income, and cash flows for the three months ended March 31, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021, or for any future period. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications and Adjustments Certain prior-year amounts have been reclassified to conform with current-period presentation. This reclassification was a change in the presentation of certain items in the disaggregation of revenues for the three months ended March 31, 2020 in Note 3, Revenues . This change was not deemed material and was included to conform with current-period classification and presentation. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s Condensed Consolidated Financial Statements and accompanying Notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results may be different from the estimates. The Company’s critical accounting policies are those that affect its financial statements materially and involve difficult, subjective, or complex judgments by management. As of March 31, 2021, the Company is not aware of any events or circumstances that would require an update to its estimates, judgments, or revisions to the carrying value of its assets or liabilities. Segment Reporting The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company's Chief Operating Decision Maker ("CODM") is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. Recently Adopted Authoritative Guidance In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The update simplifies the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standards Codification (“ASC”) 740, Income Taxes , as well as improves consistent application of and simplifies the guidance for other areas of ASC 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12 on January 1, 2021 on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements. Recently Issued Authoritative Guidance In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) . The update simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. This update permits the use of either the modified retrospective or fully retrospective method of transition. ASU 2020-06 will be effective for the Company beginning January 1, 2022. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its Condensed Consolidated Financial Statements. There was no other recently issued and effective authoritative guidance that is expected to have a material impact on the Company’s Condensed Consolidated Financial Statements through the reporting date. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 340B Link Business Acquisition On October 1, 2020, the Company completed the acquisition of all of the outstanding equity of the 340B Link business (the “340B Link Business”) of Pharmaceutical Strategies Group, LLC pursuant to the terms and conditions of the Equity Purchase Agreement, dated August 11, 2020, as amended, by and among the Company, PSGH, LLC, BW Apothecary Holdings, LLC, the sellers identified therein and the sellers’ representative for total cash consideration of $225.0 million. The 340B Link Business acquisition adds a comprehensive and differentiated suite of software-enabled services and solutions used by certain eligible hospitals, health systems, clinics, and entities to manage compliance and capture 340B drug cost savings on outpatient prescriptions filled through the eligible entity’s pharmacy or a contracted pharmacy partner. The results of the 340B Link Business's operations have been included in the Company's consolidated results of operations, commencing as of the acquisition date. The Company accounted for the acquisition of the 340B Link Business in accordance with ASC 805, Business Combinations . The tangible and intangible assets acquired and liabilities assumed were recorded at fair value on the acquisition date. The preliminary fair values assume management's best estimates based on information available at the acquisition date and may change over the measurement period, which will end no later than one year from the acquisition date, as additional information is received. The following table represents the preliminary allocation of the purchase price to the assets acquired and the liabilities assumed by the Company as part of the acquisition included in the Company's Condensed Consolidated Balance Sheets, and is reconciled to the purchase price transferred: 340B Link Business (In thousands) Accounts receivable and unbilled receivables $ 8,197 Prepaid expenses 232 Other current assets 22,747 Total current assets 31,176 Property and equipment 531 Operating lease right-of-use assets 3,138 Goodwill 161,117 Intangible assets 62,800 Total assets 258,762 Accounts payable 568 Accrued liabilities 23,787 Long-term deferred tax liabilities 6,818 Long-term operating lease liabilities 2,589 Total liabilities 33,762 Total purchase price $ 225,000 The $161.1 million of goodwill arising from the 340B Link Business acquisition is primarily attributed to sales of future software-enabled services and solutions and the 340B Link Business’s assembled workforce. Goodwill that is expected to be deductible for tax purposes is approximately $93.9 million. Intangible assets eligible for recognition separate from goodwill were those that satisfied either the contractual/legal criterion or the separability criterion in the accounting guidance. The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows: 304B Link Business Fair value Useful life (In thousands, except for years) Customer relationships $ 53,000 21 Acquired technology 9,000 5 Trade names 200 1 Non-compete agreements 600 3 Total purchased intangible assets $ 62,800 The customer relationships intangible asset represents the fair value of the underlying relationships and agreements with the 340B Link Business’s customers. The acquired technology intangible asset represents the fair value of the 340B Link Business's portfolio of software and solutions that have reached technological feasibility and were part of the 340B Link Business’s offerings at the date of acquisition. The trade names intangible asset represents the fair value of brand and name recognition associated with the marketing of the 340B Link Business's software-enabled services and solutions. The non-compete agreements intangible asset represents the fair value of non-compete agreements with former key members of the 340B Link Business's management. The fair value of the customer relationships intangible asset was determined based on the excess earnings method; the fair values of the acquired technology and trade names intangible assets were determined based on the relief-from-royalty method; and the fair value of the non-compete agreements intangible asset was determined based on the lost profits method. The key assumptions used in estimating the fair values of intangible assets included forecasted financial information; customer attrition rates; royalty rates of 10.0% and 0.5% for the acquired technology and trade names intangible assets, respectively; a discount rate of 14.0% for all intangible assets; and certain other assumptions. The customer relationships and acquired technology intangible assets are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained. The trade names and non-compete agreements are being amortized over their estimated useful lives using the straight-line method of amortization. The Company believes that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that market participants would use. Actual results may differ from these estimates and assumptions. Pro Forma Financial Information The following table presents certain unaudited pro forma information for illustrative purposes only, for the three months ended March 31, 2020 as if this acquisition had been completed on January 1, 2019. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2019. The unaudited pro forma information combines the historical results of the acquisition with the Company’s consolidated historical results and includes certain adjustments including, but not limited to, amortization and depreciation of intangible assets and property and equipment acquired; imputed interest, interest expense, and amortization of debt issuance costs for the indebtedness incurred to complete the acquisition; and acquisition-related costs incurred. Three Months Ended March 31, 2020 (In thousands, except per share data) Pro forma revenues $ 238,647 Pro forma net income $ 10,694 |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenues | Revenues Revenue Recognition The Company earns revenues from sales of its products and related services, which are sold in the healthcare industry, its principal market. The Company’s customer arrangements typically include one or more of the following revenue categories: Connected devices, software licenses, and other. Software-enabled connected devices and software licenses that manage and regulate the storage and dispensing of pharmaceuticals, consumables blister cards, and packaging equipment and other supplies. This revenue category is often sold through long-term, sole-source agreements with multi-year co-development plans. Solutions in this category include, but are not limited to, XT Series automated dispensing systems, the XR2 Automated Central Pharmacy system, and IV compounding automation solutions. Technical services. Post-installation technical support and other related services, including phone support, on-site service, parts, and access to unspecified software updates and enhancements, if and when available. This revenue category is often supported by multi-year or annual contractual agreements. Consumables. Medication adherence packaging, labeling, and other one-time use packaging including multimed adherence packaging and single dose blister cards which are used by retail, community, and outpatient pharmacies, as well as by institutional pharmacies serving long-term care and other sites outside the acute care hospital, and are designed to improve patient engagement and adherence to prescriptions. Software-as-a-service (“SaaS”), subscription software, and technology-enabled services. Emerging software and service solutions which are offered on a subscription basis with fees typically based either on transaction volume or a fee over a specified period of time. Solutions in this category include, but are not limited to, EnlivenHealth™ (formerly Population Health Solutions), 340B solutions, and services associated with Omnicell One™ (formerly Performance Center), Central Pharmacy Dispensing Services, including the XR2 Automated Central Pharmacy system, and Central Pharmacy Compounding Services, including IV compounding automation solutions. The following table summarizes revenue recognition for each revenue category: Revenue Category Timing of Revenue Recognition Income Statement Classification Connected devices, software licenses, and other Point in time, as transfer of control occurs, generally upon installation and acceptance by the customer Product Technical services Over time, as services are provided, typically ratably over the service term Service Consumables Point in time, as transfer of control occurs, generally upon shipment to or receipt by customer Product SaaS, subscription software, and technology-enabled services Over time, as services are provided Service A portion of the Company’s sales are made to customers who are members of Group Purchasing Organizations (“GPOs”) and Federal agencies that purchase under a Federal Supply Schedule contract with the Department of Veterans Affairs (the "GSA Contract"). GPOs are often owned fully or in part by the Company’s customers, and the Company pays fees to the GPO on completed contracts. The Company also pays the Industrial Funding Fee ("IFF") to the Department of Veterans Affairs under the GSA Contract. The Company considers these fees consideration paid to customers and records them as reductions to revenue. Fees to GPOs and the IFF were $3.4 million and $2.9 million for the three months ended March 31, 2021 and 2020, respectively. Disaggregation of Revenues The following table summarizes the Company’s revenues disaggregated by revenue type for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Connected devices, software licenses, and other $ 159,718 $ 147,347 Technical services 50,860 49,519 Consumables 18,407 22,726 SaaS, subscription software, and technology-enabled services 22,858 10,094 Total revenues $ 251,843 $ 229,686 The following table summarizes the Company’s revenues disaggregated by geographic region, which is determined based on customer location, for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) United States $ 224,276 $ 207,734 Rest of world (1) 27,567 21,952 Total revenues $ 251,843 $ 229,686 _________________________________________________ (1) No individual country represented more than 10% of total revenues. Contract Assets and Contract Liabilities The following table reflects the Company’s contract assets and contract liabilities: March 31, December 31, (In thousands) Short-term unbilled receivables, net (1) $ 12,184 $ 13,895 Long-term unbilled receivables, net (2) 14,856 17,205 Total contract assets $ 27,040 $ 31,100 Short-term deferred revenues, net $ 119,588 $ 100,053 Long-term deferred revenues 7,887 5,673 Total contract liabilities $ 127,475 $ 105,726 _________________________________________________ (1) Included in accounts receivable and unbilled receivables in the Condensed Consolidated Balance Sheets. (2) Included in other long-term assets in the Condensed Consolidated Balance Sheets. The portion of the transaction price allocated to the Company’s unsatisfied performance obligations for which invoicing has occurred is recorded as deferred revenues. Short-term deferred revenues of $119.6 million and $100.1 million include deferred revenues from product sales and service contracts, net of deferred cost of sales of $20.8 million and $21.0 million, as of March 31, 2021 and December 31, 2020, respectively. The short-term deferred revenues from product sales relate to delivered and invoiced products, pending installation and acceptance, expected to occur within the next twelve months. During the three months ended March 31, 2021, the Company recognized revenues of $47.3 million that were included in the corresponding gross short-term deferred revenues balance of $121.1 million as of December 31, 2020. Long-term deferred revenues include deferred revenues from product and service contracts of $7.9 million and $5.7 million as of March 31, 2021 and December 31, 2020, respectively. Remaining performance obligations are primarily recognized ratably over the remaining term of the contract, generally not more than ten years. Significant Customers There were no customers that accounted for more than 10% of the Company’s total revenues for the three months ended March 31, 2021 and 2020. Also, there were no customers that accounted for more than 10% of the Company’s accounts receivable balance as of March 31, 2021 and December 31, 2020. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per share is computed by dividing net income for the period by the weighted-average number of shares outstanding during the period. In periods of net loss, all potential common shares are anti-dilutive, so diluted net loss per share equals the basic net loss per share. In periods of net income, diluted net income per share is computed by dividing net income for the period by the basic weighted-average number of shares plus any dilutive potential common stock outstanding during the period, using the treasury stock method. Potential common stock includes the effect of outstanding dilutive stock options, restricted stock awards, and restricted stock units, as well as shares the Company could be obligated to issue from its convertible senior notes and warrants, as described in Note 10, Convertible Senior Notes . Any anti-dilutive weighted-average dilutive shares related to stock award plans, convertible senior notes, and warrants are excluded from the computation of the diluted net income per share. The basic and diluted net income per share calculations for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 (In thousands, except per share data) Net income $ 14,127 $ 11,311 Weighted-average shares outstanding – basic 42,962 42,357 Effect of dilutive securities from stock award plans 1,980 1,264 Effect of convertible senior notes 1,425 — Weighted-average shares outstanding – diluted 46,367 43,621 Net income per share – basic $ 0.33 $ 0.27 Net income per share – diluted $ 0.30 $ 0.26 Anti-dilutive weighted-average shares related to stock award plans 287 1,744 Anti-dilutive weighted-average shares related to warrants 5,908 — |
Cash and Cash Equivalents and F
Cash and Cash Equivalents and Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Cash and Cash Equivalents and Fair Value of Financial Instruments | Cash and Cash Equivalents and Fair Value of Financial Instruments Cash and cash equivalents of $548.1 million and $485.9 million as of March 31, 2021 and December 31, 2020, respectively, consisted of bank accounts and highly-liquid U.S. Government money market funds held in sweep accounts with major financial institutions. As of March 31, 2021 and December 31, 2020, cash equivalents were $502.3 million and $447.2 million, respectively, which consisted of money market funds held in sweep accounts. Fair Value Hierarchy The Company measures its financial instruments at fair value. The Company’s cash, cash equivalents, and restricted cash are classified within Level 1 of the fair value hierarchy as they are valued primarily using quoted market prices utilizing market observable inputs. The Company's credit facility is classified within Level 2 as the valuation inputs are based on quoted prices or market observable data of similar instruments. The Company's convertible senior notes are classified within Level 2 as the valuation inputs are based on quoted prices in an inactive market on the last day in the reporting period. As of March 31, 2021, the fair value of the convertible senior notes was $816.8 million, compared to their carrying value of $472.3 million, which is net of unamortized discount and debt issuance costs and excludes amounts classified within additional paid-in capital. Refer to Note 9, Debt and Credit Agreement, for further information regarding the Company’s credit facility and Note 10, Convertible Senior Notes, for further information regarding the Company’s convertible senior notes. |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Balance sheet details as of March 31, 2021 and December 31, 2020 are presented in the tables below: March 31, December 31, (In thousands) Inventories: Raw materials $ 30,331 $ 28,205 Work in process 6,961 7,973 Finished goods 58,916 60,120 Total inventories $ 96,208 $ 96,298 Other current assets: Funds held for customers, including restricted cash (1) $ 17,228 $ 18,164 Net investment in sales-type leases, current portion 10,222 10,246 Prepaid income taxes 7,071 10,095 Other current assets 2,435 2,539 Total other current assets $ 36,956 $ 41,044 Other long-term assets: Capitalized software, net $ 95,632 $ 94,027 Unbilled receivables, net 14,856 17,205 Deferred debt issuance costs 3,979 4,253 Other long-term assets 3,976 3,804 Total other long-term assets $ 118,443 $ 119,289 Accrued liabilities: Operating lease liabilities, current portion $ 12,236 $ 12,197 Customer fund liabilities 17,228 18,164 Advance payments from customers 7,426 6,981 Rebates and lease buyouts 24,838 21,815 Group purchasing organization fees 4,802 4,412 Taxes payable 3,544 3,520 Other accrued liabilities 14,001 13,222 Total accrued liabilities $ 84,075 $ 80,311 _________________________________________________ (1) Includes restricted cash of $1.4 million and $4.0 million as of March 31, 2021 and December 31, 2020, respectively. The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Foreign currency translation adjustments Foreign currency translation adjustments (In thousands) Beginning balance $ (5,522) $ (9,446) Other comprehensive loss (621) (4,694) Ending balance $ (6,143) $ (14,140) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The following table represents the property and equipment balances as of March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) Equipment $ 85,724 $ 81,034 Furniture and fixtures 7,422 7,498 Leasehold improvements 20,025 19,517 Software 51,992 50,230 Construction in progress 6,366 7,095 Property and equipment, gross 171,529 165,374 Accumulated depreciation and amortization (110,991) (106,301) Total property and equipment, net $ 60,538 $ 59,073 Depreciation and amortization expense of property and equipment was $4.8 million and $4.3 million for the three months ended March 31, 2021 and 2020, respectively. The geographic location of the Company's property and equipment, net, is based on the physical location in which it is located. The following table summarizes the geographic information for property and equipment, net, as of March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) United States $ 55,227 $ 53,203 Rest of world (1) 5,311 5,870 Total property and equipment, net $ 60,538 $ 59,073 _________________________________________________ (1) No individual country represented more than 10% of total property and equipment, net. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table represents changes in the carrying amount of goodwill: December 31, Additions Foreign currency exchange rate fluctuations March 31, (In thousands) Goodwill $ 499,309 — (244) $ 499,065 Intangible Assets, Net The carrying amounts and useful lives of intangible assets as of March 31, 2021 and December 31, 2020 were as follows: March 31, 2021 Gross carrying Accumulated Foreign currency exchange rate fluctuations Net carrying Useful life (In thousands, except for years) Customer relationships $ 187,889 $ (67,464) $ (816) $ 119,609 10 - 30 Acquired technology 86,029 (47,600) 6 38,435 5 - 20 Backlog 1,150 (1,150) — — 4 Trade names 7,850 (5,985) 14 1,879 1 - 12 Patents 2,899 (1,507) 1 1,393 2 - 20 Non-compete agreements 600 (100) — 500 3 Total intangibles assets, net $ 286,417 $ (123,806) $ (795) $ 161,816 December 31, 2020 Gross carrying Accumulated Foreign currency exchange rate fluctuations Net carrying Useful life (In thousands, except for years) Customer relationships $ 187,889 $ (64,254) $ (777) $ 122,858 10 - 30 Acquired technology 86,029 (44,851) 6 41,184 5 - 20 Backlog 1,150 (1,078) — 72 4 Trade names 7,850 (5,794) 14 2,070 1 - 12 Patents 2,930 (1,455) 2 1,477 2 - 20 Non-compete agreements 600 (50) — 550 3 Total intangibles assets, net $ 286,448 $ (117,482) $ (755) $ 168,211 Amortization expense of intangible assets was $6.3 million and $4.5 million for the three months ended March 31, 2021 and 2020, respectively. The estimated future amortization expenses for amortizable intangible assets were as follows: March 31, (In thousands) Remaining nine months of 2021 $ 17,675 2022 21,167 2023 19,145 2024 12,856 2025 11,586 Thereafter 79,387 Total $ 161,816 |
Debt and Credit Agreement
Debt and Credit Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt and Credit Agreement | Debt and Credit Agreement 2019 Revolving Credit Facility On November 15, 2019, the Company entered into an Amended and Restated Credit Agreement (as subsequently amended as discussed below, the “A&R Credit Agreement”) with the lenders from time to time party thereto, Wells Fargo Securities, LLC, Citizens Bank, N.A., and JPMorgan Chase Bank, N.A., as joint lead arrangers and Wells Fargo Bank, National Association, as administrative agent. The A&R Credit Agreement superseded the Company’s 2016 secured credit facility (the “Prior Credit Agreement”) and provides for (a) a five-year revolving credit facility of $500.0 million (the “Revolving Credit Facility”) and (b) an uncommitted incremental loan facility of up to $250.0 million (the “Incremental Facility”). In addition, the A&R Credit Agreement includes a letter of credit sub-limit of up to $15.0 million and a swing line loan sub-limit of up to $25.0 million. The A&R Credit Agreement has an expiration date of November 15, 2024, upon which date all remaining outstanding borrowings will be due and payable. Loans under the Revolving Credit Facility bear interest, at the Company’s option, at a rate equal to either (a) the LIBOR Rate, plus an applicable margin ranging from 1.25% to 2.00% per annum based on the Company’s Consolidated Total Net Leverage Ratio (as defined in the A&R Credit Agreement), or (b) an alternate base rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, and (iii) LIBOR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.25% to 1.00% per annum based on the Company’s Consolidated Total Net Leverage Ratio. Undrawn commitments under the Revolving Credit Facility are subject to a commitment fee ranging from 0.15% to 0.30% per annum based on the Company’s Consolidated Total Net Leverage Ratio on the average daily unused portion of the Revolving Credit Facility. The applicable margin for, and certain other terms of, any term loans under the Incremental Facility will be determined prior to the incurrence of such loans. The Company is permitted to make voluntary prepayments at any time without payment of a premium or penalty. On September 22, 2020, the parties entered into an amendment (the “Amendment”) to the A&R Credit Agreement to, among other changes, permit the issuance of the convertible senior notes and the purchase of the convertible note hedge transactions, as described in Note 10, Convertible Senior Notes , expand the Company’s flexibility to repurchase its common stock and make other restricted payments, and replace the total net leverage covenant with a new secured net leverage covenant that requires the Company to maintain a consolidated secured net leverage ratio not to exceed 3.50:1 for the calendar quarters ending September 30, 2020, December 31, 2020, and March 31, 2021 and 3.00:1 for the calendar quarters ending thereafter. The A&R Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends, and other distributions. The A&R Credit Agreement contains financial covenants that require the Company and its subsidiaries to not exceed a maximum total secured net leverage ratio (as described above) and maintain a minimum interest coverage ratio. In addition, the A&R Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal and fees, or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, certain judgment defaults, and events of bankruptcy. The Company’s obligations under the A&R Credit Agreement and any swap obligations and banking services obligations owing to a lender (or an affiliate of a lender) are guaranteed by certain of its domestic subsidiaries and secured by substantially all of its and such subsidiary guarantors’ assets. In connection with entering into the A&R Credit Agreement, and as a condition precedent to borrowing loans thereunder, the Company and certain of the Company’s other direct and indirect subsidiaries have entered into certain ancillary agreements, including, but not limited to, a reaffirmation agreement, which amends certain terms of the existing collateral agreement and reaffirms their obligations under the existing guaranty agreement. The Company was in full compliance with all covenants as of March 31, 2021. The refinancing of the Prior Credit Agreement by means of the A&R Credit Agreement was evaluated in accordance with ASC 470-50, Debt - Modifications and Extinguishments . In determining whether the refinancing was to be accounted for as a debt extinguishment or a debt modification, the Company considered whether lenders within the syndicate remained the same or changed and whether the changes in debt terms were substantial. This assessment was performed on an individual lender basis within the syndicate. As a result, the refinancing was accounted for as a modification with the exception of certain lenders that exited the syndicate. The exit of certain lenders resulted in an immaterial write-off of existing unamortized debt issuance costs. The remaining unamortized debt issuance costs related to debt modification, along with the new deferred costs, will be amortized over the remaining term of the A&R Credit Agreement. In connection with the A&R Credit Agreement, the Company incurred and capitalized an additional $2.3 million of debt issuance costs. In connection with the Amendment on September 22, 2020, the Company incurred and capitalized an additional $0.6 million of debt issuance costs. The debt issuance costs are being amortized to interest expense using the straight-line method through 2024. Amortization expense related to debt issuance costs for credit agreements was approximately $0.3 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively. The following table represents changes in the balance of the Company's deferred debt issuance costs: (In thousands) Balance as of December 31, 2020 $ 4,253 Additions — Amortization (274) Balance as of March 31, 2021 $ 3,979 As of each of March 31, 2021 and December 31, 2020, there was no outstanding balance for the Revolving Credit Facility. 0.25% Convertible Senior Notes due 2025 On September 25, 2020, the Company completed a private offering of $575.0 million aggregate principal amount of 0.25% convertible senior notes (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million principal amount of the Notes. The Company received proceeds from the issuance of the Notes of $559.7 million, net of $15.3 million of transaction fees and other debt issuance costs. The Notes bear interest at a rate of 0.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021. The Notes were issued pursuant to an indenture, dated September 25, 2020 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes are general senior, unsecured obligations of the Company and will mature on September 15, 2025, unless earlier redeemed, repurchased or converted. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding May 15, 2025, only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ended on December 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the Notes on each such trading day; (iii) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; and (iv) upon the occurrence of specified corporate events, as specified in the Indenture. On or after May 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing conditions. During the three months ended March 31, 2021, the conditional conversion feature of the Notes was triggered, based on the price of the Company’s common stock, as the last reported sale price of the Company’s common stock was greater than or equal to 130% of the then applicable conversion price for the Notes for at least 20 trading days during the period of 30 consecutive trading days ending on March 31, 2021, the last trading day of the fiscal quarter. Accordingly, the Notes are convertible, in whole or in part, at the option of the holders during the second quarter of 2021. Whether the Notes will be convertible following the second fiscal quarter of 2021 will depend on the continued satisfaction of this condition or another conversion condition in the future. The Company continues to classify the Notes as a long-term liability in its Condensed Consolidated Financial Statements as of March 31, 2021 based on contractual settlement provisions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. The initial conversion rate for the Notes is 10.2751 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $97.32 per share of the Company’s common stock, subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption in respect of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes (or any portion thereof) in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be. If the Company undergoes a fundamental change, holders may require, subject to certain exceptions, the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As of March 31, 2021, none of the criteria for a fundamental change or a conversion rate adjustment had been met. The Company may not redeem the Notes prior to September 20, 2023. The Company may redeem for cash all or any portion of the Notes, at its option, on or after September 20, 2023, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $150.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. No sinking fund is provided for in the Notes. Convertible debt instruments that may be settled in cash are required to be separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt-to-equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. Accordingly, at issuance, the Company allocated $461.8 million to the debt liability and $72.7 million to additional paid-in capital, net of applicable issuance costs and deferred taxes. The difference between the principal amount of the Notes and the liability component, inclusive of issuance costs, represents the debt discount, which the Company will amortize to interest expense over the term of the Notes using an effective interest rate of 4.18%. The determination of the discount rate required certain estimates and assumptions. As of March 31, 2021, the remaining life of the Notes and the related debt discount and issuance cost accretion is approximately 4.5 years. The maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, would be 8.1 million shares. As of March 31, 2021, the if-converted value of the Notes exceeded the principal amount by $192.3 million. The Notes consisted of the following balances reported in the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) Liability: Principal amount $ 575,000 $ 575,000 Unamortized discount (91,173) (95,744) Unamortized debt issuance costs (11,480) (12,055) Convertible senior notes, liability component $ 472,347 $ 467,201 Convertible senior notes, equity component (1) $ 72,732 $ 72,732 _________________________________________________ (1) Included in additional paid-in capital in the Condensed Consolidated Balance Sheets. The following table summarizes the components of interest expense resulting from the Notes recognized in interest and other income (expense), net in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (In thousands) Contractual coupon interest $ 359 Amortization of discount $ 4,571 Amortization of debt issuance costs $ 575 Convertible Note Hedge and Warrant Transactions In connection with the issuance of the Notes, the Company entered into convertible note hedge and warrant transactions with an affiliate of one of the initial purchasers of the Notes and certain other financial institutions (the “option counterparties”) with respect to the Company’s common stock. |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Debt and Credit Agreement 2019 Revolving Credit Facility On November 15, 2019, the Company entered into an Amended and Restated Credit Agreement (as subsequently amended as discussed below, the “A&R Credit Agreement”) with the lenders from time to time party thereto, Wells Fargo Securities, LLC, Citizens Bank, N.A., and JPMorgan Chase Bank, N.A., as joint lead arrangers and Wells Fargo Bank, National Association, as administrative agent. The A&R Credit Agreement superseded the Company’s 2016 secured credit facility (the “Prior Credit Agreement”) and provides for (a) a five-year revolving credit facility of $500.0 million (the “Revolving Credit Facility”) and (b) an uncommitted incremental loan facility of up to $250.0 million (the “Incremental Facility”). In addition, the A&R Credit Agreement includes a letter of credit sub-limit of up to $15.0 million and a swing line loan sub-limit of up to $25.0 million. The A&R Credit Agreement has an expiration date of November 15, 2024, upon which date all remaining outstanding borrowings will be due and payable. Loans under the Revolving Credit Facility bear interest, at the Company’s option, at a rate equal to either (a) the LIBOR Rate, plus an applicable margin ranging from 1.25% to 2.00% per annum based on the Company’s Consolidated Total Net Leverage Ratio (as defined in the A&R Credit Agreement), or (b) an alternate base rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, and (iii) LIBOR for an interest period of one month plus 1.00%, plus an applicable margin ranging from 0.25% to 1.00% per annum based on the Company’s Consolidated Total Net Leverage Ratio. Undrawn commitments under the Revolving Credit Facility are subject to a commitment fee ranging from 0.15% to 0.30% per annum based on the Company’s Consolidated Total Net Leverage Ratio on the average daily unused portion of the Revolving Credit Facility. The applicable margin for, and certain other terms of, any term loans under the Incremental Facility will be determined prior to the incurrence of such loans. The Company is permitted to make voluntary prepayments at any time without payment of a premium or penalty. On September 22, 2020, the parties entered into an amendment (the “Amendment”) to the A&R Credit Agreement to, among other changes, permit the issuance of the convertible senior notes and the purchase of the convertible note hedge transactions, as described in Note 10, Convertible Senior Notes , expand the Company’s flexibility to repurchase its common stock and make other restricted payments, and replace the total net leverage covenant with a new secured net leverage covenant that requires the Company to maintain a consolidated secured net leverage ratio not to exceed 3.50:1 for the calendar quarters ending September 30, 2020, December 31, 2020, and March 31, 2021 and 3.00:1 for the calendar quarters ending thereafter. The A&R Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends, and other distributions. The A&R Credit Agreement contains financial covenants that require the Company and its subsidiaries to not exceed a maximum total secured net leverage ratio (as described above) and maintain a minimum interest coverage ratio. In addition, the A&R Credit Agreement contains certain customary events of default including, but not limited to, failure to pay interest, principal and fees, or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, certain judgment defaults, and events of bankruptcy. The Company’s obligations under the A&R Credit Agreement and any swap obligations and banking services obligations owing to a lender (or an affiliate of a lender) are guaranteed by certain of its domestic subsidiaries and secured by substantially all of its and such subsidiary guarantors’ assets. In connection with entering into the A&R Credit Agreement, and as a condition precedent to borrowing loans thereunder, the Company and certain of the Company’s other direct and indirect subsidiaries have entered into certain ancillary agreements, including, but not limited to, a reaffirmation agreement, which amends certain terms of the existing collateral agreement and reaffirms their obligations under the existing guaranty agreement. The Company was in full compliance with all covenants as of March 31, 2021. The refinancing of the Prior Credit Agreement by means of the A&R Credit Agreement was evaluated in accordance with ASC 470-50, Debt - Modifications and Extinguishments . In determining whether the refinancing was to be accounted for as a debt extinguishment or a debt modification, the Company considered whether lenders within the syndicate remained the same or changed and whether the changes in debt terms were substantial. This assessment was performed on an individual lender basis within the syndicate. As a result, the refinancing was accounted for as a modification with the exception of certain lenders that exited the syndicate. The exit of certain lenders resulted in an immaterial write-off of existing unamortized debt issuance costs. The remaining unamortized debt issuance costs related to debt modification, along with the new deferred costs, will be amortized over the remaining term of the A&R Credit Agreement. In connection with the A&R Credit Agreement, the Company incurred and capitalized an additional $2.3 million of debt issuance costs. In connection with the Amendment on September 22, 2020, the Company incurred and capitalized an additional $0.6 million of debt issuance costs. The debt issuance costs are being amortized to interest expense using the straight-line method through 2024. Amortization expense related to debt issuance costs for credit agreements was approximately $0.3 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively. The following table represents changes in the balance of the Company's deferred debt issuance costs: (In thousands) Balance as of December 31, 2020 $ 4,253 Additions — Amortization (274) Balance as of March 31, 2021 $ 3,979 As of each of March 31, 2021 and December 31, 2020, there was no outstanding balance for the Revolving Credit Facility. 0.25% Convertible Senior Notes due 2025 On September 25, 2020, the Company completed a private offering of $575.0 million aggregate principal amount of 0.25% convertible senior notes (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $75.0 million principal amount of the Notes. The Company received proceeds from the issuance of the Notes of $559.7 million, net of $15.3 million of transaction fees and other debt issuance costs. The Notes bear interest at a rate of 0.25% per year, payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021. The Notes were issued pursuant to an indenture, dated September 25, 2020 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes are general senior, unsecured obligations of the Company and will mature on September 15, 2025, unless earlier redeemed, repurchased or converted. The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding May 15, 2025, only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ended on December 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the Notes on each such trading day; (iii) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; and (iv) upon the occurrence of specified corporate events, as specified in the Indenture. On or after May 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing conditions. During the three months ended March 31, 2021, the conditional conversion feature of the Notes was triggered, based on the price of the Company’s common stock, as the last reported sale price of the Company’s common stock was greater than or equal to 130% of the then applicable conversion price for the Notes for at least 20 trading days during the period of 30 consecutive trading days ending on March 31, 2021, the last trading day of the fiscal quarter. Accordingly, the Notes are convertible, in whole or in part, at the option of the holders during the second quarter of 2021. Whether the Notes will be convertible following the second fiscal quarter of 2021 will depend on the continued satisfaction of this condition or another conversion condition in the future. The Company continues to classify the Notes as a long-term liability in its Condensed Consolidated Financial Statements as of March 31, 2021 based on contractual settlement provisions. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. The initial conversion rate for the Notes is 10.2751 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $97.32 per share of the Company’s common stock, subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption in respect of the Notes, the Company will, under certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes (or any portion thereof) in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be. If the Company undergoes a fundamental change, holders may require, subject to certain exceptions, the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As of March 31, 2021, none of the criteria for a fundamental change or a conversion rate adjustment had been met. The Company may not redeem the Notes prior to September 20, 2023. The Company may redeem for cash all or any portion of the Notes, at its option, on or after September 20, 2023, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $150.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the date of the relevant notice of redemption. No sinking fund is provided for in the Notes. Convertible debt instruments that may be settled in cash are required to be separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt-to-equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. Accordingly, at issuance, the Company allocated $461.8 million to the debt liability and $72.7 million to additional paid-in capital, net of applicable issuance costs and deferred taxes. The difference between the principal amount of the Notes and the liability component, inclusive of issuance costs, represents the debt discount, which the Company will amortize to interest expense over the term of the Notes using an effective interest rate of 4.18%. The determination of the discount rate required certain estimates and assumptions. As of March 31, 2021, the remaining life of the Notes and the related debt discount and issuance cost accretion is approximately 4.5 years. The maximum number of shares issuable upon conversion, including the effect of a fundamental change and subject to other conversion rate adjustments, would be 8.1 million shares. As of March 31, 2021, the if-converted value of the Notes exceeded the principal amount by $192.3 million. The Notes consisted of the following balances reported in the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) Liability: Principal amount $ 575,000 $ 575,000 Unamortized discount (91,173) (95,744) Unamortized debt issuance costs (11,480) (12,055) Convertible senior notes, liability component $ 472,347 $ 467,201 Convertible senior notes, equity component (1) $ 72,732 $ 72,732 _________________________________________________ (1) Included in additional paid-in capital in the Condensed Consolidated Balance Sheets. The following table summarizes the components of interest expense resulting from the Notes recognized in interest and other income (expense), net in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (In thousands) Contractual coupon interest $ 359 Amortization of discount $ 4,571 Amortization of debt issuance costs $ 575 Convertible Note Hedge and Warrant Transactions In connection with the issuance of the Notes, the Company entered into convertible note hedge and warrant transactions with an affiliate of one of the initial purchasers of the Notes and certain other financial institutions (the “option counterparties”) with respect to the Company’s common stock. |
Lessor Leases
Lessor Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lessor Leases | Lessor Leases Sales-Type Leases On a recurring basis, the Company enters into multi-year, sales-type lease agreements, with the majority varying in length from one The following table presents the Company’s income recognized from sales-type leases for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Sales-type lease revenues $ 5,963 $ 6,392 Cost of sales-type lease revenues (2,366) (2,569) Selling profit on sales-type lease revenues $ 3,597 $ 3,823 Interest income on sales-type lease receivables $ 497 $ 461 The receivables as a result of these types of transactions are collateralized by the underlying equipment leased and consist of the following components at March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) Net minimum lease payments to be received $ 34,256 $ 35,331 Less: Unearned interest income portion (2,779) (2,929) Net investment in sales-type leases 31,477 32,402 Less: Current portion (1) (10,222) (10,246) Long-term investment in sales-type leases, net $ 21,255 $ 22,156 _________________________________________________ (1) The current portion of the net investment in sales-type leases is included in other current assets in the Condensed Consolidated Balance Sheets. The carrying amount of the Company’s sales-type lease receivables is a reasonable estimate of fair value. The maturity schedule of future minimum lease payments under sales-type leases retained in-house and the reconciliation to the net investment in sales-type leases reported on the Condensed Consolidated Balance Sheets was as follows: March 31, (In thousands) Remaining nine months of 2021 $ 8,485 2022 10,002 2023 7,629 2024 4,826 2025 2,907 Thereafter 407 Total future minimum sales-type lease payments 34,256 Present value adjustment (2,779) Total net investment in sales-type leases $ 31,477 Operating Leases The Company entered into certain leasing agreements that were classified as operating leases prior to the adoption of ASC 842, Leases . These agreements in place prior to January 1, 2019 continue to be treated as operating leases, however any leasing agreements entered into on or after January 1, 2019 under these programs are classified and accounted for as sales-type leases in accordance with ASC 842. The operating lease arrangements generally have initial terms of one Three Months Ended March 31, 2021 2020 (In thousands) Rental income $ 2,611 $ 2,977 |
Lessor Leases | Lessor Leases Sales-Type Leases On a recurring basis, the Company enters into multi-year, sales-type lease agreements, with the majority varying in length from one The following table presents the Company’s income recognized from sales-type leases for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Sales-type lease revenues $ 5,963 $ 6,392 Cost of sales-type lease revenues (2,366) (2,569) Selling profit on sales-type lease revenues $ 3,597 $ 3,823 Interest income on sales-type lease receivables $ 497 $ 461 The receivables as a result of these types of transactions are collateralized by the underlying equipment leased and consist of the following components at March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) Net minimum lease payments to be received $ 34,256 $ 35,331 Less: Unearned interest income portion (2,779) (2,929) Net investment in sales-type leases 31,477 32,402 Less: Current portion (1) (10,222) (10,246) Long-term investment in sales-type leases, net $ 21,255 $ 22,156 _________________________________________________ (1) The current portion of the net investment in sales-type leases is included in other current assets in the Condensed Consolidated Balance Sheets. The carrying amount of the Company’s sales-type lease receivables is a reasonable estimate of fair value. The maturity schedule of future minimum lease payments under sales-type leases retained in-house and the reconciliation to the net investment in sales-type leases reported on the Condensed Consolidated Balance Sheets was as follows: March 31, (In thousands) Remaining nine months of 2021 $ 8,485 2022 10,002 2023 7,629 2024 4,826 2025 2,907 Thereafter 407 Total future minimum sales-type lease payments 34,256 Present value adjustment (2,779) Total net investment in sales-type leases $ 31,477 Operating Leases The Company entered into certain leasing agreements that were classified as operating leases prior to the adoption of ASC 842, Leases . These agreements in place prior to January 1, 2019 continue to be treated as operating leases, however any leasing agreements entered into on or after January 1, 2019 under these programs are classified and accounted for as sales-type leases in accordance with ASC 842. The operating lease arrangements generally have initial terms of one Three Months Ended March 31, 2021 2020 (In thousands) Rental income $ 2,611 $ 2,977 |
Lessee Leases
Lessee Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lessee Leases | Lessee Leases The Company has operating leases for office buildings, data centers, office equipment, and vehicles. The Company’s leases have initial terms of one The maturity schedule of future minimum lease payments under operating leases and the reconciliation to the operating lease liabilities reported on the Condensed Consolidated Balance Sheets was as follows: March 31, (In thousands) Remaining nine months of 2021 $ 11,305 2022 14,088 2023 10,199 2024 8,847 2025 6,413 Thereafter 17,293 Total operating lease payments 68,145 Present value adjustment (10,474) Total operating lease liabilities (1) $ 57,671 _________________________________________________ (1) Amount consists of a current and long-term portion of operating lease liabilities of $12.2 million and $45.4 million, respectively. The current portion of the operating lease liabilities is included in accrued liabilities Operating lease costs were $3.7 million and $3.6 million for the three months ended March 31, 2021 and 2020, respectively. Short-term lease costs and variable lease costs were immaterial for the three months ended March 31, 2021 and 2020. The following table summarizes supplemental cash flow information related to the Company’s operating leases for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities $ 3,972 $ 3,735 Right-of-use assets obtained in exchange for new lease liabilities $ 541 $ 792 The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases as of March 31, 2021 and December 31, 2020: March 31, December 31, Weighted-average remaining lease term, years 5.8 5.9 Weighted-average discount rate, % 5.8 % 5.8 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations In the ordinary course of business, the Company issues purchase orders based on its current manufacturing needs. As of March 31, 2021, the Company had non-cancelable purchase commitments of $82.8 million, of which $78.8 million are expected to be paid within the year ending December 31, 2021. Legal Proceedings The Company is currently involved in various legal proceedings. A class action lawsuit was filed against the Company, on June 5, 2019, in the Circuit Court of Cook County, Illinois, Chancery Division, captioned Corey Heard, individually and on behalf of all others similarly situated, v. Omnicell, Inc., Case No. 2019-CH-06817 (the “Heard Action”). The complaint seeks class certification, monetary damages in the form of statutory damages for willful and/or reckless or, in the alternative, negligent violation of the Illinois Biometric Information Privacy Act (“BIPA”), and certain declaratory, injunctive, and other relief based on causes of action directed to allegations of violation of BIPA by the Company. The complaint was served on the Company on June 13, 2019. On July 31, 2019, the Company filed a motion to stay or consolidate the case with the action Yana Mazya, et al. v. Northwestern Lake Forest Hospital, et al., Case No. 2018-CH-07161, pending in the Circuit Court of Cook County, Illinois, Chancery Division (the “Mazya Action”). The Court subsequently, on October 10, 2019, denied the motion, without prejudice, as being moot in view of the dismissal of the claims against the Company in the Mazya Action. The Company filed a motion to dismiss the complaint in the Heard Action on October 31, 2019. The hearing on the Company’s motion to dismiss was held on September 2, 2020. The Court ruled from the bench and dismissed the complaint without prejudice giving plaintiff leave to file an amended complaint by September 30, 2020. Plaintiff filed an amended complaint on September 30, 2020 and the Company subsequently filed a motion to dismiss the amended complaint on October 28, 2020. The Company's motion to dismiss is now fully briefed and the Court has scheduled oral argument on the motion for June 4, 2021. The Company intends to defend the lawsuit vigorously. On December 21, 2020, Becton, Dickinson and Company (“BD”) filed a complaint against the Company in the United States District Court for the Middle District of North Carolina, asserting claims of misappropriation under the Defend Trade Secrets Act, misappropriation under the North Carolina Trade Secrets Protection Act, unfair competition, and unfair/deceptive trade practices in violation of North Carolina law (the “Omnicell Complaint”). This action (the “Omnicell Action”) was commenced in relation to another action brought by BD, in the same Court (the “Related Matter”) against a former BD employee who is also a former Company employee (the “Former Employee”) alleging that the Former Employee had violated the Former Employee’s legal obligations to BD regarding BD’s confidential and trade secret information when the Former Employee allegedly downloaded certain documents from BD’s information technology system following the end of the Former Employee’s employment with BD. In connection with the Related Matter, BD, the Former Employee, and the Company entered into a protocol with the purpose of facilitating the return to BD of any BD documents that may have been resident, as a result of the Former Employee’s actions, on any devices belonging to the Former Employee or the Company. The Omnicell Complaint seeks injunctive relief and monetary damages in the form of compensatory, punitive, and exemplary damages, attorneys’ fees and costs, and pre-judgment and post-judgment interest. On March 17, 2021, the parties filed a joint motion to stay the Omnicell Action, which motion remains pending with the Court. On April 30, 2021, pending the decision from the Court regarding the joint motion to stay the Omnicell Action, the Company filed a consent motion for extension of time supported by BD to file the Company’s answer to the Omnicell Complaint. The consent motion was granted by the Court on April 30, 2021, and the Company’s answer to the Omnicell Complaint is now due June 3, 2021. The Company intends to defend the lawsuit vigorously. As required under ASC 450, Contingencies , the Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss. The Company has not recorded any material accrual for contingent liabilities associated with the legal proceedings described above based on its belief that any potential loss, while reasonably possible, is not probable. Further, any possible range of loss in these matters cannot be reasonably estimated at this time or is not deemed material. The Company believes that it has valid defenses with respect to these legal proceedings pending against it. However, litigation is inherently unpredictable, and it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of any of these legal proceedings or because of the diversion of management’s attention and the creation of significant expenses. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company generally provides for income taxes in interim periods based on the estimated annual effective tax rate for the year, adjusting for discrete items in the quarter in which they arise. The annual effective tax rate before discrete items was 26.7% and 26.6% for the three months ended March 31, 2021 and 2020, respectively. The Company continued its global operational centralization activities and legal entity rationalization during the first quarter of 2021. The Company did not recognize any gains or losses from such activities during the three months ended March 31, 2020 and 2021. The Company recognized a discrete tax benefit related to equity compensation in the amount of $4.1 million and $2.8 million for the three months ended March 31, 2021 and 2020, respectively. The 2021 annual effective tax rate before discrete items differed from the statutory rate of 21% primarily due to the unfavorable impact of state income taxes and non-deductible compensation and equity charges, partially offset by the favorable impact of research and development credits and foreign derived intangible income (“FDII”) benefit deduction. The 2020 annual effective tax rate before discrete items differed from the statutory rate of 21% primarily due to the unfavorable impact of state income taxes, non-deductible compensation and equity charges, and non-deductible expenses, partially offset by the favorable impact of research and development credits and FDII benefit deduction. On March 11, 2021, the President of the United States signed into law the “American Rescue Plan Act of 2021” (the “ARP Act”), which provides additional economic stimulus and tax credits, including the expansion and modification of the employee retention tax credit enacted by the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and the refundable tax credits for COVID-related paid sick and family leave enacted by the Family First Act. The Company does not expect these provisions of the ARP Act to have a material impact for income taxes. The ARP Act further provides revenue raising offsets to meet budget reconciliation rules, including the expansion of “covered employees” for purposes of the section 162(m) limitation on the deduction for excessive employee remuneration rules to be applicable for taxable years beginning after December 31, 2026. The Company will continue to evaluate the impact of these provisions of the ARP Act on income taxes. As of March 31, 2021 and December 31, 2020, the Company had gross unrecognized tax benefits of $17.7 million and $18.2 million, respectively. It is the Company’s policy to classify accrued interest and penalties as part of the unrecognized tax benefits, but to record interest and penalties in interest and other income (expense), net in the Condensed Consolidated Statements of Operations. As of March 31, 2021 and December 31, 2020, the amount of accrued interest and penalties was $1.1 million and $1.4 million, respectively. The Company files income tax returns in the United States and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities, including major jurisdictions such as the United States, Germany, Italy, Netherlands, and the United Kingdom. With few exceptions, as of March 31, 2021, the Company was no longer subject to U.S., state, and foreign examination for years before 2017, 2016, and 2016, respectively. Although the Company believes it has adequately provided for uncertain tax positions, the provisions on these positions may change as revised estimates are made or the underlying matters are settled or otherwise resolved. It is not possible at this time to reasonably estimate changes in the unrecognized tax benefits within the next twelve months. |
Employee Benefits and Share-Bas
Employee Benefits and Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Benefits and Share-Based Compensation | Employee Benefits and Share-Based Compensation Stock-Based Plans For a detailed explanation of the Company's stock plans, refer to Note 14, Employee Benefits and Share-Based Compensation , of the Company's annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 24, 2021. Share-Based Compensation Expense The following table sets forth the total share-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Cost of product and service revenues $ 1,937 $ 1,770 Research and development 1,700 1,768 Selling, general, and administrative 8,135 7,121 Total share-based compensation expense $ 11,772 $ 10,659 Stock Options and ESPP Shares The following assumptions were used to value stock options and Employee Stock Purchase Plan (“ESPP”) shares granted pursuant to the Company’s equity incentive plans for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Stock options Expected life, years 4.9 4.7 Expected volatility, % 30.1 % 33.6 % Risk-free interest rate, % 0.6 % 1.4 % Estimated forfeiture rate, % 7.9 % 5.7 % Dividend yield, % — % — % Three Months Ended March 31, 2021 2020 Employee stock purchase plan shares Expected life, years 0.5 - 2.0 0.5 - 2.0 Expected volatility, % 27.4% - 53.5% 30.4% - 39.9% Risk-free interest rate, % 0.1% - 2.6% 1.4% - 2.7% Dividend yield, % — % — % Stock Options Activity The following table summarizes the share option activity under the Company’s 2009 Equity Incentive Plan (the “2009 Plan”), as amended, during the three months ended March 31, 2021: Number of Weighted-Average Weighted-Average Aggregate (In thousands, except per share data) Outstanding at December 31, 2020 3,932 $ 62.50 7.8 $ 226,160 Granted 150 125.80 Exercised (196) 58.49 Expired (6) 78.32 Forfeited (60) 72.27 Outstanding at March 31, 2021 3,820 $ 65.02 7.5 $ 247,796 Exercisable at March 31, 2021 1,608 $ 47.83 5.8 $ 131,946 Vested and expected to vest at March 31, 2021 and thereafter 3,598 $ 64.01 7.4 $ 237,072 The weighted-average fair value per share of options granted during the three months ended March 31, 2021 and 2020 was $33.89 and $26.31, respectively. The intrinsic value of options exercised during the three months ended March 31, 2021 and 2020 was $14.0 million and $9.9 million, respectively. As of March 31, 2021, total unrecognized compensation cost related to unvested stock options was $49.1 million, which is expected to be recognized over a weighted-average vesting period of 2.7 years. Employee Stock Purchase Plan Activity For the three months ended March 31, 2021 and 2020, employees purchased approximately 156,000 and 217,000 shares of common stock, respectively, under the ESPP at a weighted-average price of $59.75 and $43.51, respectively. As of March 31, 2021, the unrecognized compensation cost related to the shares to be purchased under the ESPP was approximately $4.4 million and is expected to be recognized over a weighted-average period of 1.5 years. Restricted Stock Units (“RSUs”) and Restricted Stock Awards (“RSAs”) Summaries of the restricted stock activity under the 2009 Plan are presented below for the three months ended March 31, 2021: Number of Weighted-Average Weighted-Average Aggregate (In thousands, except per share data) Restricted stock units Outstanding at December 31, 2020 580 $ 72.87 1.6 $ 69,670 Granted (Awarded) 96 129.97 Vested (Released) (37) 72.71 Forfeited (17) 70.59 Outstanding and unvested at March 31, 2021 622 $ 81.79 1.6 $ 80,723 As of March 31, 2021, total unrecognized compensation cost related to RSUs was $44.8 million, which is expected to be recognized over the remaining weighted-average vesting period of 3.0 years. Number of Weighted-Average (In thousands, except per share data) Restricted stock awards Outstanding at December 31, 2020 21 $ 68.11 Granted (Awarded) — — Vested (Released) — — Outstanding and unvested at March 31, 2021 21 $ 68.11 As of March 31, 2021, total unrecognized compensation cost related to RSAs was $0.2 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.2 years. Performance-Based Restricted Stock Units (“PSUs”) A summary of the performance-based restricted stock activity under the 2009 Plan is presented below for the three months ended March 31, 2021: Number of Weighted-Average (In thousands, except per share data) Outstanding at December 31, 2020 155 $ 74.26 Granted 51 156.79 Vested (17) 82.35 Forfeited (6) 63.20 Outstanding and unvested at March 31, 2021 183 $ 96.94 As of March 31, 2021, total unrecognized compensation cost related to PSUs was approximately $10.4 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.5 years. Summary of Shares Reserved for Future Issuance under Equity Incentive Plans The Company had the following ordinary shares reserved for future issuance under its equity incentive plans as of March 31, 2021: Number of Shares (In thousands) Share options outstanding 3,820 Non-vested restricted stock awards 826 Shares authorized for future issuance 872 ESPP shares available for future issuance 1,050 Total shares reserved for future issuance 6,568 Stock Repurchase Program On August 2, 2016, the Company's Board of Directors (the “Board”) authorized a stock repurchase program providing for the repurchase of up to $50.0 million of the Company’s common stock (the “2016 Repurchase Program”). The 2016 Repurchase Program is in addition to the stock repurchase program approved by the Board on November 4, 2014 providing for the repurchase of up to $50.0 million of the Company’s common stock (the “2014 Repurchase Program”). As of March 31, 2021, the maximum dollar value of shares that may yet be purchased under the two repurchase programs was $54.9 million. The stock repurchase programs do not obligate the Company to repurchase any specific number of shares, and the Company may terminate or suspend the repurchase programs at any time. |
Equity Offerings
Equity Offerings | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity Offerings | Equity Offerings On November 3, 2017, the Company entered into a Distribution Agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and HSBC Securities (USA) Inc., as its sales agents, pursuant to which the Company was able to offer and sell from time to time through the sales agents up to $125.0 million maximum aggregate offering price of the Company’s common stock. Sales of the common stock pursuant to the Distribution Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the Nasdaq Stock Market, or sales made to or through a market maker other than on an exchange. For the three months ended March 31, 2020, the Company did not sell any of its common stock under the Distribution Agreement. The registration statement under which the shares that could have been sold pursuant to the Distribution Agreement expired on November 3, 2020, and, accordingly, no additional sales will be made pursuant to the Distribution Agreement. |
Restructuring Expenses
Restructuring Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expenses | Restructuring Expenses During 2020, the Company announced a company-wide organizational realignment initiative in order to more effectively align its organizational infrastructure and operations with the strategic vision of the autonomous pharmacy. In the first quarter of 2021, the Company continued its organizational realignment initiative. During the three months ended March 31, 2021 and 2020, the Company incurred $2.0 million and $3.6 million of employee severance costs and related expenses, respectively. As of March 31, 2021, the unpaid balance related to this restructuring plan was $1.2 million. The following table summarizes the total restructuring expense recognized in the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Cost of product and service revenues $ 389 $ 75 Research and development 105 798 Selling, general, and administrative 1,526 2,732 Total restructuring expense $ 2,020 $ 3,605 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the financial position of the Company as of March 31, 2021 and December 31, 2020, and the results of operations, comprehensive income, and cash flows for the three months ended March 31, 2021 and 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) have been condensed or omitted in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 24, 2021, except as discussed in the section entitled “Recently Adopted Authoritative Guidance” below. The Company’s results of operations, comprehensive income, and cash flows for the three months ended March 31, 2021 are not necessarily indicative of results that may be expected for the year ending December 31, 2021, or for any future period. |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications and Adjustments | Reclassifications and AdjustmentsCertain prior-year amounts have been reclassified to conform with current-period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s Condensed Consolidated Financial Statements and accompanying Notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the Company in the future, actual results may be different from the estimates. The Company’s critical accounting policies are those that affect its financial statements materially and involve difficult, subjective, or complex judgments by management. As of March 31, 2021, the Company is not aware of any events or circumstances that would require an update to its estimates, judgments, or revisions to the carrying value of its assets or liabilities. |
Segment Reporting | Segment Reporting The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company's Chief Operating Decision Maker ("CODM") is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. |
Recently Adopted and Issued Authoritative Guidance | Recently Adopted Authoritative Guidance In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The update simplifies the accounting for income taxes by removing certain exceptions to the general principles in Accounting Standards Codification (“ASC”) 740, Income Taxes , as well as improves consistent application of and simplifies the guidance for other areas of ASC 740 by clarifying and amending existing guidance. The Company adopted ASU 2019-12 on January 1, 2021 on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s Condensed Consolidated Financial Statements. Recently Issued Authoritative Guidance In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) . The update simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. This update permits the use of either the modified retrospective or fully retrospective method of transition. ASU 2020-06 will be effective for the Company beginning January 1, 2022. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its Condensed Consolidated Financial Statements. There was no other recently issued and effective authoritative guidance that is expected to have a material impact on the Company’s Condensed Consolidated Financial Statements through the reporting date. |
Business Combinations | The Company accounted for the acquisition of the 340B Link Business in accordance with ASC 805, Business Combinations The customer relationships intangible asset represents the fair value of the underlying relationships and agreements with the 340B Link Business’s customers. The acquired technology intangible asset represents the fair value of the 340B Link Business's portfolio of software and solutions that have reached technological feasibility and were part of the 340B Link Business’s offerings at the date of acquisition. The trade names intangible asset represents the fair value of brand and name recognition associated with the marketing of the 340B Link Business's software-enabled services and solutions. The non-compete agreements intangible asset represents the fair value of non-compete agreements with former key members of the 340B Link Business's management. The fair value of the customer relationships intangible asset was determined based on the excess earnings method; the fair values of the acquired technology and trade names intangible assets were determined based on the relief-from-royalty method; and the fair value of the non-compete agreements intangible asset was determined based on the lost profits method. The key assumptions used in estimating the fair values of intangible assets included forecasted financial information; customer attrition rates; royalty rates of 10.0% and 0.5% for the acquired technology and trade names intangible assets, respectively; a discount rate of 14.0% for all intangible assets; and certain other assumptions. The customer relationships and acquired technology intangible assets are being amortized using a double-declining method of amortization as such method better represents the economic benefits to be obtained. The trade names and non-compete agreements are being amortized over their estimated useful lives using the straight-line method of amortization. The Company believes that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that market participants would use. Actual results may differ from these estimates and assumptions. |
Revenue Recognition | Revenue Recognition The Company earns revenues from sales of its products and related services, which are sold in the healthcare industry, its principal market. The Company’s customer arrangements typically include one or more of the following revenue categories: Connected devices, software licenses, and other. Software-enabled connected devices and software licenses that manage and regulate the storage and dispensing of pharmaceuticals, consumables blister cards, and packaging equipment and other supplies. This revenue category is often sold through long-term, sole-source agreements with multi-year co-development plans. Solutions in this category include, but are not limited to, XT Series automated dispensing systems, the XR2 Automated Central Pharmacy system, and IV compounding automation solutions. Technical services. Post-installation technical support and other related services, including phone support, on-site service, parts, and access to unspecified software updates and enhancements, if and when available. This revenue category is often supported by multi-year or annual contractual agreements. Consumables. Medication adherence packaging, labeling, and other one-time use packaging including multimed adherence packaging and single dose blister cards which are used by retail, community, and outpatient pharmacies, as well as by institutional pharmacies serving long-term care and other sites outside the acute care hospital, and are designed to improve patient engagement and adherence to prescriptions. Software-as-a-service (“SaaS”), subscription software, and technology-enabled services. Emerging software and service solutions which are offered on a subscription basis with fees typically based either on transaction volume or a fee over a specified period of time. Solutions in this category include, but are not limited to, EnlivenHealth™ (formerly Population Health Solutions), 340B solutions, and services associated with Omnicell One™ (formerly Performance Center), Central Pharmacy Dispensing Services, including the XR2 Automated Central Pharmacy system, and Central Pharmacy Compounding Services, including IV compounding automation solutions. |
Net Income (Loss) Per Share | Basic net income per share is computed by dividing net income for the period by the weighted-average number of shares outstanding during the period. In periods of net loss, all potential common shares are anti-dilutive, so diluted net loss per share equals the basic net loss per share. In periods of net income, diluted net income per share is computed by dividing net income for the period by the basic weighted-average number of shares plus any dilutive potential common stock outstanding during the period, using the treasury stock method. Potential common stock includes the effect of outstanding dilutive stock options, restricted stock awards, and restricted stock units, as well as shares the Company could be obligated to issue from its convertible senior notes and warrants, as described in Note 10, Convertible Senior Notes |
Fair Value Hierarchy | The Company measures its financial instruments at fair value. The Company’s cash, cash equivalents, and restricted cash are classified within Level 1 of the fair value hierarchy as they are valued primarily using quoted market prices utilizing market observable inputs. The Company's credit facility is classified within Level 2 as the valuation inputs are based on quoted prices or market observable data of similar instruments. The Company's convertible senior notes are classified within Level 2 as the valuation inputs are based on quoted prices in an inactive market on the last day in the reporting period. |
Convertible Debt | Convertible debt instruments that may be settled in cash are required to be separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt-to-equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. |
Commitments and Contingencies | As required under ASC 450, Contingencies , the Company accrues for contingencies when it believes that a loss is probable and that it can reasonably estimate the amount of any such loss. The Company has not recorded any material accrual for contingent liabilities associated with the legal proceedings described above based on its belief that any potential loss, while reasonably possible, is not probable. Further, any possible range of loss in these matters cannot be reasonably estimated at this time or is not deemed material. The Company believes that it has valid defenses with respect to these legal proceedings pending against it. However, litigation is inherently unpredictable, and it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of any of these legal proceedings or because of the diversion of management’s attention and the creation of significant expenses. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Preliminary Allocation of the Purchase Price to the Assets Acquired and the Liabilities Assumed By the Company | The following table represents the preliminary allocation of the purchase price to the assets acquired and the liabilities assumed by the Company as part of the acquisition included in the Company's Condensed Consolidated Balance Sheets, and is reconciled to the purchase price transferred: 340B Link Business (In thousands) Accounts receivable and unbilled receivables $ 8,197 Prepaid expenses 232 Other current assets 22,747 Total current assets 31,176 Property and equipment 531 Operating lease right-of-use assets 3,138 Goodwill 161,117 Intangible assets 62,800 Total assets 258,762 Accounts payable 568 Accrued liabilities 23,787 Long-term deferred tax liabilities 6,818 Long-term operating lease liabilities 2,589 Total liabilities 33,762 Total purchase price $ 225,000 |
Summary of Identifiable Intangible Assets Acquired | The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows: 304B Link Business Fair value Useful life (In thousands, except for years) Customer relationships $ 53,000 21 Acquired technology 9,000 5 Trade names 200 1 Non-compete agreements 600 3 Total purchased intangible assets $ 62,800 |
Pro Forma Financial Information | The following table presents certain unaudited pro forma information for illustrative purposes only, for the three months ended March 31, 2020 as if this acquisition had been completed on January 1, 2019. The pro forma information is not indicative of what would have occurred had the acquisition taken place on January 1, 2019. The unaudited pro forma information combines the historical results of the acquisition with the Company’s consolidated historical results and includes certain adjustments including, but not limited to, amortization and depreciation of intangible assets and property and equipment acquired; imputed interest, interest expense, and amortization of debt issuance costs for the indebtedness incurred to complete the acquisition; and acquisition-related costs incurred. Three Months Ended March 31, 2020 (In thousands, except per share data) Pro forma revenues $ 238,647 Pro forma net income $ 10,694 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Recognition [Abstract] | |
Summary of Revenue Recognition for Revenue Categories | The following table summarizes revenue recognition for each revenue category: Revenue Category Timing of Revenue Recognition Income Statement Classification Connected devices, software licenses, and other Point in time, as transfer of control occurs, generally upon installation and acceptance by the customer Product Technical services Over time, as services are provided, typically ratably over the service term Service Consumables Point in time, as transfer of control occurs, generally upon shipment to or receipt by customer Product SaaS, subscription software, and technology-enabled services Over time, as services are provided Service |
Disaggregation of Revenues by Revenue Type | The following table summarizes the Company’s revenues disaggregated by revenue type for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Connected devices, software licenses, and other $ 159,718 $ 147,347 Technical services 50,860 49,519 Consumables 18,407 22,726 SaaS, subscription software, and technology-enabled services 22,858 10,094 Total revenues $ 251,843 $ 229,686 |
Disaggregation of Revenues by Geographical Location | The following table summarizes the Company’s revenues disaggregated by geographic region, which is determined based on customer location, for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) United States $ 224,276 $ 207,734 Rest of world (1) 27,567 21,952 Total revenues $ 251,843 $ 229,686 _________________________________________________ (1) No individual country represented more than 10% of total revenues. |
Contract Asset and Liabilities | The following table reflects the Company’s contract assets and contract liabilities: March 31, December 31, (In thousands) Short-term unbilled receivables, net (1) $ 12,184 $ 13,895 Long-term unbilled receivables, net (2) 14,856 17,205 Total contract assets $ 27,040 $ 31,100 Short-term deferred revenues, net $ 119,588 $ 100,053 Long-term deferred revenues 7,887 5,673 Total contract liabilities $ 127,475 $ 105,726 _________________________________________________ (1) Included in accounts receivable and unbilled receivables in the Condensed Consolidated Balance Sheets. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | The basic and diluted net income per share calculations for the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 (In thousands, except per share data) Net income $ 14,127 $ 11,311 Weighted-average shares outstanding – basic 42,962 42,357 Effect of dilutive securities from stock award plans 1,980 1,264 Effect of convertible senior notes 1,425 — Weighted-average shares outstanding – diluted 46,367 43,621 Net income per share – basic $ 0.33 $ 0.27 Net income per share – diluted $ 0.30 $ 0.26 Anti-dilutive weighted-average shares related to stock award plans 287 1,744 Anti-dilutive weighted-average shares related to warrants 5,908 — |
Balance Sheet Components - (Tab
Balance Sheet Components - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance sheet details as of March 31, 2021 and December 31, 2020 are presented in the tables below: March 31, December 31, (In thousands) Inventories: Raw materials $ 30,331 $ 28,205 Work in process 6,961 7,973 Finished goods 58,916 60,120 Total inventories $ 96,208 $ 96,298 Other current assets: Funds held for customers, including restricted cash (1) $ 17,228 $ 18,164 Net investment in sales-type leases, current portion 10,222 10,246 Prepaid income taxes 7,071 10,095 Other current assets 2,435 2,539 Total other current assets $ 36,956 $ 41,044 Other long-term assets: Capitalized software, net $ 95,632 $ 94,027 Unbilled receivables, net 14,856 17,205 Deferred debt issuance costs 3,979 4,253 Other long-term assets 3,976 3,804 Total other long-term assets $ 118,443 $ 119,289 Accrued liabilities: Operating lease liabilities, current portion $ 12,236 $ 12,197 Customer fund liabilities 17,228 18,164 Advance payments from customers 7,426 6,981 Rebates and lease buyouts 24,838 21,815 Group purchasing organization fees 4,802 4,412 Taxes payable 3,544 3,520 Other accrued liabilities 14,001 13,222 Total accrued liabilities $ 84,075 $ 80,311 _________________________________________________ (1) Includes restricted cash of $1.4 million and $4.0 million as of March 31, 2021 and December 31, 2020, respectively. |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Foreign currency translation adjustments Foreign currency translation adjustments (In thousands) Beginning balance $ (5,522) $ (9,446) Other comprehensive loss (621) (4,694) Ending balance $ (6,143) $ (14,140) |
Property and Equipment - (Table
Property and Equipment - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Balances | The following table represents the property and equipment balances as of March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) Equipment $ 85,724 $ 81,034 Furniture and fixtures 7,422 7,498 Leasehold improvements 20,025 19,517 Software 51,992 50,230 Construction in progress 6,366 7,095 Property and equipment, gross 171,529 165,374 Accumulated depreciation and amortization (110,991) (106,301) Total property and equipment, net $ 60,538 $ 59,073 |
Summary of the Geographic Information for Property and Equipment, Net | The following table summarizes the geographic information for property and equipment, net, as of March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) United States $ 55,227 $ 53,203 Rest of world (1) 5,311 5,870 Total property and equipment, net $ 60,538 $ 59,073 _________________________________________________ (1) No individual country represented more than 10% of total property and equipment, net. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill | The following table represents changes in the carrying amount of goodwill: December 31, Additions Foreign currency exchange rate fluctuations March 31, (In thousands) Goodwill $ 499,309 — (244) $ 499,065 |
Carrying Amounts and Useful Lives of Intangible Assets | The carrying amounts and useful lives of intangible assets as of March 31, 2021 and December 31, 2020 were as follows: March 31, 2021 Gross carrying Accumulated Foreign currency exchange rate fluctuations Net carrying Useful life (In thousands, except for years) Customer relationships $ 187,889 $ (67,464) $ (816) $ 119,609 10 - 30 Acquired technology 86,029 (47,600) 6 38,435 5 - 20 Backlog 1,150 (1,150) — — 4 Trade names 7,850 (5,985) 14 1,879 1 - 12 Patents 2,899 (1,507) 1 1,393 2 - 20 Non-compete agreements 600 (100) — 500 3 Total intangibles assets, net $ 286,417 $ (123,806) $ (795) $ 161,816 December 31, 2020 Gross carrying Accumulated Foreign currency exchange rate fluctuations Net carrying Useful life (In thousands, except for years) Customer relationships $ 187,889 $ (64,254) $ (777) $ 122,858 10 - 30 Acquired technology 86,029 (44,851) 6 41,184 5 - 20 Backlog 1,150 (1,078) — 72 4 Trade names 7,850 (5,794) 14 2,070 1 - 12 Patents 2,930 (1,455) 2 1,477 2 - 20 Non-compete agreements 600 (50) — 550 3 Total intangibles assets, net $ 286,448 $ (117,482) $ (755) $ 168,211 |
Estimated Future Amortization Expense for Intangible Assets | The estimated future amortization expenses for amortizable intangible assets were as follows: March 31, (In thousands) Remaining nine months of 2021 $ 17,675 2022 21,167 2023 19,145 2024 12,856 2025 11,586 Thereafter 79,387 Total $ 161,816 |
Debt and Credit Agreement (Tabl
Debt and Credit Agreement (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Changes in the Balance of Deferred Debt Issuance Costs | The following table represents changes in the balance of the Company's deferred debt issuance costs: (In thousands) Balance as of December 31, 2020 $ 4,253 Additions — Amortization (274) Balance as of March 31, 2021 $ 3,979 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Debt Balances | The Notes consisted of the following balances reported in the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) Liability: Principal amount $ 575,000 $ 575,000 Unamortized discount (91,173) (95,744) Unamortized debt issuance costs (11,480) (12,055) Convertible senior notes, liability component $ 472,347 $ 467,201 Convertible senior notes, equity component (1) $ 72,732 $ 72,732 _________________________________________________ |
Summary of the Components of Interest Expense | The following table summarizes the components of interest expense resulting from the Notes recognized in interest and other income (expense), net in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2021: Three Months Ended March 31, 2021 (In thousands) Contractual coupon interest $ 359 Amortization of discount $ 4,571 Amortization of debt issuance costs $ 575 |
Lessor Leases (Tables)
Lessor Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Income Recognized from Sales-Type Leases | The following table presents the Company’s income recognized from sales-type leases for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Sales-type lease revenues $ 5,963 $ 6,392 Cost of sales-type lease revenues (2,366) (2,569) Selling profit on sales-type lease revenues $ 3,597 $ 3,823 Interest income on sales-type lease receivables $ 497 $ 461 |
Components of Sales-Type Lease Receivables | The receivables as a result of these types of transactions are collateralized by the underlying equipment leased and consist of the following components at March 31, 2021 and December 31, 2020: March 31, December 31, (In thousands) Net minimum lease payments to be received $ 34,256 $ 35,331 Less: Unearned interest income portion (2,779) (2,929) Net investment in sales-type leases 31,477 32,402 Less: Current portion (1) (10,222) (10,246) Long-term investment in sales-type leases, net $ 21,255 $ 22,156 _________________________________________________ (1) The current portion of the net investment in sales-type leases is included in other current assets in the Condensed Consolidated Balance Sheets. |
Maturity Schedule of Future Minimum Lease Payments under Sales-Type Leases | The maturity schedule of future minimum lease payments under sales-type leases retained in-house and the reconciliation to the net investment in sales-type leases reported on the Condensed Consolidated Balance Sheets was as follows: March 31, (In thousands) Remaining nine months of 2021 $ 8,485 2022 10,002 2023 7,629 2024 4,826 2025 2,907 Thereafter 407 Total future minimum sales-type lease payments 34,256 Present value adjustment (2,779) Total net investment in sales-type leases $ 31,477 |
Income Recognized from Operating Leases | The following table represents the Company’s income recognized from operating leases for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Rental income $ 2,611 $ 2,977 |
Lessee Leases (Tables)
Lessee Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Maturity Schedule of Future Minimum Lease Payments under Operating Leases and the Reconciliation to the Operating Lease Liabilities | The maturity schedule of future minimum lease payments under operating leases and the reconciliation to the operating lease liabilities reported on the Condensed Consolidated Balance Sheets was as follows: March 31, (In thousands) Remaining nine months of 2021 $ 11,305 2022 14,088 2023 10,199 2024 8,847 2025 6,413 Thereafter 17,293 Total operating lease payments 68,145 Present value adjustment (10,474) Total operating lease liabilities (1) $ 57,671 _________________________________________________ (1) Amount consists of a current and long-term portion of operating lease liabilities of $12.2 million and $45.4 million, respectively. The current portion of the operating lease liabilities is included in accrued liabilities |
Supplemental Cash Flow Information Related to Operating Leases | The following table summarizes supplemental cash flow information related to the Company’s operating leases for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities $ 3,972 $ 3,735 Right-of-use assets obtained in exchange for new lease liabilities $ 541 $ 792 |
Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate | The following table summarizes the weighted-average remaining lease term and weighted-average discount rate related to the Company’s operating leases as of March 31, 2021 and December 31, 2020: March 31, December 31, Weighted-average remaining lease term, years 5.8 5.9 Weighted-average discount rate, % 5.8 % 5.8 % |
Employee Benefits and Share-B_2
Employee Benefits and Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense | The following table sets forth the total share-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Cost of product and service revenues $ 1,937 $ 1,770 Research and development 1,700 1,768 Selling, general, and administrative 8,135 7,121 Total share-based compensation expense $ 11,772 $ 10,659 |
Assumptions Used to Value Stock Options Granted | The following assumptions were used to value stock options and Employee Stock Purchase Plan (“ESPP”) shares granted pursuant to the Company’s equity incentive plans for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 Stock options Expected life, years 4.9 4.7 Expected volatility, % 30.1 % 33.6 % Risk-free interest rate, % 0.6 % 1.4 % Estimated forfeiture rate, % 7.9 % 5.7 % Dividend yield, % — % — % |
Assumptions Used to Value ESPP Shares Granted | Three Months Ended March 31, 2021 2020 Employee stock purchase plan shares Expected life, years 0.5 - 2.0 0.5 - 2.0 Expected volatility, % 27.4% - 53.5% 30.4% - 39.9% Risk-free interest rate, % 0.1% - 2.6% 1.4% - 2.7% Dividend yield, % — % — % |
Summary of Share Option Activity | The following table summarizes the share option activity under the Company’s 2009 Equity Incentive Plan (the “2009 Plan”), as amended, during the three months ended March 31, 2021: Number of Weighted-Average Weighted-Average Aggregate (In thousands, except per share data) Outstanding at December 31, 2020 3,932 $ 62.50 7.8 $ 226,160 Granted 150 125.80 Exercised (196) 58.49 Expired (6) 78.32 Forfeited (60) 72.27 Outstanding at March 31, 2021 3,820 $ 65.02 7.5 $ 247,796 Exercisable at March 31, 2021 1,608 $ 47.83 5.8 $ 131,946 Vested and expected to vest at March 31, 2021 and thereafter 3,598 $ 64.01 7.4 $ 237,072 |
Summary of Restricted Stock Unit Activity | Summaries of the restricted stock activity under the 2009 Plan are presented below for the three months ended March 31, 2021: Number of Weighted-Average Weighted-Average Aggregate (In thousands, except per share data) Restricted stock units Outstanding at December 31, 2020 580 $ 72.87 1.6 $ 69,670 Granted (Awarded) 96 129.97 Vested (Released) (37) 72.71 Forfeited (17) 70.59 Outstanding and unvested at March 31, 2021 622 $ 81.79 1.6 $ 80,723 |
Summary of Restricted Stock Awards Activity | Number of Weighted-Average (In thousands, except per share data) Restricted stock awards Outstanding at December 31, 2020 21 $ 68.11 Granted (Awarded) — — Vested (Released) — — Outstanding and unvested at March 31, 2021 21 $ 68.11 |
Summary of Performance-Based Restricted Stock Activity | A summary of the performance-based restricted stock activity under the 2009 Plan is presented below for the three months ended March 31, 2021: Number of Weighted-Average (In thousands, except per share data) Outstanding at December 31, 2020 155 $ 74.26 Granted 51 156.79 Vested (17) 82.35 Forfeited (6) 63.20 Outstanding and unvested at March 31, 2021 183 $ 96.94 |
Ordinary Shares Reserved for Future Issuance Under Equity Incentive Plans | The Company had the following ordinary shares reserved for future issuance under its equity incentive plans as of March 31, 2021: Number of Shares (In thousands) Share options outstanding 3,820 Non-vested restricted stock awards 826 Shares authorized for future issuance 872 ESPP shares available for future issuance 1,050 Total shares reserved for future issuance 6,568 |
Restructuring Expenses (Tables)
Restructuring Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Total Restructuring Expense Recognized in the Condensed Consolidated Statements of Operations | The following table summarizes the total restructuring expense recognized in the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020: Three Months Ended March 31, 2021 2020 (In thousands) Cost of product and service revenues $ 389 $ 75 Research and development 105 798 Selling, general, and administrative 1,526 2,732 Total restructuring expense $ 2,020 $ 3,605 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands | Oct. 01, 2020USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Intangible Assets [Line Items] | |||
Goodwill | $ 499,065 | $ 499,309 | |
304B Link Business | |||
Intangible Assets [Line Items] | |||
Purchase price paid | $ 225,000 | ||
Goodwill | 161,117 | ||
Goodwill expected to be deductible for tax purposes | $ 93,900 | ||
304B Link Business | Discount Rate | |||
Intangible Assets [Line Items] | |||
Measurement input used in estimating the fair values of intangible assets | 0.140 | ||
304B Link Business | Acquired Technology | Royalty Rate | |||
Intangible Assets [Line Items] | |||
Measurement input used in estimating the fair values of intangible assets | 0.100 | ||
304B Link Business | Trade Names | Royalty Rate | |||
Intangible Assets [Line Items] | |||
Measurement input used in estimating the fair values of intangible assets | 0.005 |
Business Combinations - Prelimi
Business Combinations - Preliminary Allocation of the Purchase Price to the Assets Acquired and the Liabilities Assumed By the Company (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 01, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 499,065 | $ 499,309 | |
304B Link Business | |||
Business Acquisition [Line Items] | |||
Accounts receivable and unbilled receivables | $ 8,197 | ||
Prepaid expenses | 232 | ||
Other current assets | 22,747 | ||
Total current assets | 31,176 | ||
Property and equipment | 531 | ||
Operating lease right-of-use assets | 3,138 | ||
Goodwill | 161,117 | ||
Intangible assets | 62,800 | ||
Total assets | 258,762 | ||
Accounts payable | 568 | ||
Accrued liabilities | 23,787 | ||
Long-term deferred tax liabilities | 6,818 | ||
Long-term operating lease liabilities | 2,589 | ||
Total liabilities | 33,762 | ||
Total purchase price | $ 225,000 |
Business Combinations - Summary
Business Combinations - Summary of Identifiable Intangible Assets Acquired (Details) $ in Thousands | Oct. 01, 2020USD ($) |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Fair value | $ 62,800 |
304B Link Business | Customer relationships | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Fair value | $ 53,000 |
Useful life | 21 years |
304B Link Business | Acquired technology | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Fair value | $ 9,000 |
Useful life | 5 years |
304B Link Business | Trade names | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Fair value | $ 200 |
Useful life | 1 year |
304B Link Business | Non-compete agreements | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |
Fair value | $ 600 |
Useful life | 3 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Financial Information (Details) - 304B Link Business $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Pro forma revenues | $ 238,647 |
Pro forma net income | $ 10,694 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue Recognition [Abstract] | |||
Fees to GPOs | $ 3,400 | $ 2,900 | |
Short-term deferred revenues, net | 119,588 | $ 100,053 | |
Deferred cost of sales | 20,800 | 21,000 | |
Deferred revenues recognized | 47,300 | ||
Short-term deferred revenues, gross | 121,100 | ||
Long-term deferred revenues | $ 7,887 | $ 5,673 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues by Revenue Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Revenues | $ 251,843 | $ 229,686 |
Connected devices, software licenses, and other | ||
Revenue from External Customer [Line Items] | ||
Revenues | 159,718 | 147,347 |
Technical services | ||
Revenue from External Customer [Line Items] | ||
Revenues | 50,860 | 49,519 |
Consumables | ||
Revenue from External Customer [Line Items] | ||
Revenues | 18,407 | 22,726 |
SaaS, subscription software, and technology-enabled services | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 22,858 | $ 10,094 |
Revenues - Disaggregation of _2
Revenues - Disaggregation of Revenues by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from External Customer [Line Items] | ||
Revenues | $ 251,843 | $ 229,686 |
United States | ||
Revenue from External Customer [Line Items] | ||
Revenues | 224,276 | 207,734 |
Rest of world | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 27,567 | $ 21,952 |
Revenues - Contract Asset and L
Revenues - Contract Asset and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue Recognition [Abstract] | ||
Short-term unbilled receivables, net | $ 12,184 | $ 13,895 |
Long-term unbilled receivables, net | 14,856 | 17,205 |
Total contract assets | 27,040 | 31,100 |
Short-term deferred revenues, net | 119,588 | 100,053 |
Long-term deferred revenues | 7,887 | 5,673 |
Total contract liabilities | $ 127,475 | $ 105,726 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income | $ 14,127 | $ 11,311 |
Weighted-average shares outstanding — basic (in shares) | 42,962 | 42,357 |
Weighted-average shares outstanding — diluted (in shares) | 46,367 | 43,621 |
Net income per share - basic (in dollars per share) | $ 0.33 | $ 0.27 |
Net income per share - diluted (in dollars per share) | $ 0.30 | $ 0.26 |
Restricted Stock Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of dilutive securities (in shares) | 1,980 | 1,264 |
Anti-dilutive weighted-average shares (in shares) | 287 | 1,744 |
Convertible Senior Notes and Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of dilutive securities (in shares) | 1,425 | 0 |
Anti-dilutive weighted-average shares (in shares) | 5,908 | 0 |
Cash and Cash Equivalents and_2
Cash and Cash Equivalents and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 25, 2020 | Mar. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash and cash equivalents | $ 548,055 | $ 485,928 | $ 104,080 | |
Cash equivalents | 502,300 | 447,200 | ||
Convertible Senior Notes | Convertible Debt | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of long-term debt | 816,800 | |||
Carrying value of debt | $ 472,347 | $ 467,201 | $ 461,800 |
Balance Sheet Components - Bala
Balance Sheet Components - Balance Sheet Details (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Inventories: | |||
Raw materials | $ 30,331 | $ 28,205 | |
Work in process | 6,961 | 7,973 | |
Finished goods | 58,916 | 60,120 | |
Total inventories | 96,208 | 96,298 | |
Other current assets: | |||
Funds held for customers, including restricted cash | 17,228 | 18,164 | |
Net investment in sales-type leases, current portion | 10,222 | 10,246 | |
Prepaid income taxes | 7,071 | 10,095 | |
Other current assets | 2,435 | 2,539 | |
Total other current assets | 36,956 | 41,044 | |
Other long-term assets: | |||
Capitalized software, net | 95,632 | 94,027 | |
Unbilled receivables, net | 14,856 | 17,205 | |
Deferred debt issuance costs | 3,979 | 4,253 | |
Other long-term assets | 3,976 | 3,804 | |
Total other long-term assets | 118,443 | 119,289 | |
Accrued liabilities: | |||
Operating lease liabilities, current portion | 12,236 | 12,197 | |
Customer fund liabilities | 17,228 | 18,164 | |
Advance payments from customers | 7,426 | 6,981 | |
Rebates and lease buyouts | 24,838 | 21,815 | |
Group purchasing organization fees | 4,802 | 4,412 | |
Taxes payable | 3,544 | 3,520 | |
Other accrued liabilities | 14,001 | 13,222 | |
Total accrued liabilities | $ 84,075 | $ 80,311 | |
Location of current operating lease liabilities in the Condensed Consolidated Balance Sheets | Total accrued liabilities | Total accrued liabilities | |
Cash and Cash Equivalents [Line Items] | |||
Restricted cash | $ 1,361 | $ 0 | |
Other Current Assets | |||
Cash and Cash Equivalents [Line Items] | |||
Restricted cash | $ 1,400 | $ 4,000 |
Balance Sheet Components - Accu
Balance Sheet Components - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 967,503 | $ 845,254 |
Ending balance | 1,011,011 | 878,500 |
Foreign currency translation adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (5,522) | (9,446) |
Other comprehensive loss | (621) | (4,694) |
Ending balance | $ (6,143) | $ (14,140) |
Property and Equipment - Proper
Property and Equipment - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 171,529 | $ 165,374 |
Accumulated depreciation and amortization | (110,991) | (106,301) |
Total property and equipment, net | 60,538 | 59,073 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 85,724 | 81,034 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,422 | 7,498 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,025 | 19,517 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 51,992 | 50,230 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,366 | $ 7,095 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 4.8 | $ 4.3 |
Property and Equipment - Summar
Property and Equipment - Summary of Geographic Information for Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 60,538 | $ 59,073 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 55,227 | 53,203 |
Rest of world | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 5,311 | $ 5,870 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill Rollforward | |
Beginning balance | $ 499,309 |
Additions | 0 |
Foreign currency exchange rate fluctuations | (244) |
Ending balance | $ 499,065 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets [Line Items] | ||
Gross carrying amount | $ 286,417 | $ 286,448 |
Accumulated amortization | (123,806) | (117,482) |
Foreign currency exchange rate fluctuations | (795) | (755) |
Net carrying amount | 161,816 | 168,211 |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | 187,889 | 187,889 |
Accumulated amortization | (67,464) | (64,254) |
Foreign currency exchange rate fluctuations | (816) | (777) |
Net carrying amount | $ 119,609 | $ 122,858 |
Customer relationships | Minimum | ||
Intangible Assets [Line Items] | ||
Useful life (in years) | 10 years | 10 years |
Customer relationships | Maximum | ||
Intangible Assets [Line Items] | ||
Useful life (in years) | 30 years | 30 years |
Acquired technology | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | $ 86,029 | $ 86,029 |
Accumulated amortization | (47,600) | (44,851) |
Foreign currency exchange rate fluctuations | 6 | 6 |
Net carrying amount | $ 38,435 | $ 41,184 |
Acquired technology | Minimum | ||
Intangible Assets [Line Items] | ||
Useful life (in years) | 5 years | 5 years |
Acquired technology | Maximum | ||
Intangible Assets [Line Items] | ||
Useful life (in years) | 20 years | 20 years |
Backlog | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,150 | $ 1,150 |
Accumulated amortization | (1,150) | (1,078) |
Foreign currency exchange rate fluctuations | 0 | 0 |
Net carrying amount | $ 0 | $ 72 |
Useful life (in years) | 4 years | 4 years |
Trade names | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | $ 7,850 | $ 7,850 |
Accumulated amortization | (5,985) | (5,794) |
Foreign currency exchange rate fluctuations | 14 | 14 |
Net carrying amount | $ 1,879 | $ 2,070 |
Trade names | Minimum | ||
Intangible Assets [Line Items] | ||
Useful life (in years) | 1 year | 1 year |
Trade names | Maximum | ||
Intangible Assets [Line Items] | ||
Useful life (in years) | 12 years | 12 years |
Patents | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,899 | $ 2,930 |
Accumulated amortization | (1,507) | (1,455) |
Foreign currency exchange rate fluctuations | 1 | 2 |
Net carrying amount | $ 1,393 | $ 1,477 |
Patents | Minimum | ||
Intangible Assets [Line Items] | ||
Useful life (in years) | 2 years | 2 years |
Patents | Maximum | ||
Intangible Assets [Line Items] | ||
Useful life (in years) | 20 years | 20 years |
Non-compete agreements | ||
Intangible Assets [Line Items] | ||
Gross carrying amount | $ 600 | $ 600 |
Accumulated amortization | (100) | (50) |
Foreign currency exchange rate fluctuations | 0 | 0 |
Net carrying amount | $ 500 | $ 550 |
Useful life (in years) | 3 years | 3 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense of intangible assets | $ 6.3 | $ 4.5 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining nine months of 2021 | $ 17,675 | |
2022 | 21,167 | |
2023 | 19,145 | |
2024 | 12,856 | |
2025 | 11,586 | |
Thereafter | 79,387 | |
Net carrying amount | $ 161,816 | $ 168,211 |
Debt and Credit Agreement - Nar
Debt and Credit Agreement - Narrative (Details) | Sep. 22, 2020USD ($) | Nov. 15, 2019USD ($) | Nov. 30, 2019USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||
Amortization of debt issuance costs | $ 849,000 | $ 241,000 | ||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs incurred and capitalized | 0 | |||||
Amortization of debt issuance costs | 300,000 | $ 200,000 | ||||
Line of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs incurred and capitalized | $ 600,000 | $ 2,300,000 | ||||
Line of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee rate on undrawn commitments | 0.15% | |||||
Line of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee rate on undrawn commitments | 0.30% | |||||
Line of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 1.00% | |||||
Line of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 1.25% | |||||
Line of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 2.00% | |||||
Line of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Federal Funds | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 0.50% | |||||
Line of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | LIBOR Plus 1.00% | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 0.25% | |||||
Line of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | LIBOR Plus 1.00% | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable interest rate | 1.00% | |||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding balance | $ 0 | $ 0 | ||||
Line of Credit | Revolving Credit Facility | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | ||||||
Debt Instrument [Line Items] | ||||||
Term of debt instrument | 5 years | |||||
Maximum borrowing capacity | $ 500,000,000 | |||||
Line of Credit | Revolving Credit Facility | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Calendar Quarters Up To and Including March 31, 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Maximum secured net leverage ratio | 3.50 | |||||
Line of Credit | Revolving Credit Facility | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Calendar Quarters After March 31, 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Maximum secured net leverage ratio | 3 | |||||
Line of Credit | Letter of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 15,000,000 | |||||
Line of Credit | Swing Line Loan | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 25,000,000 | |||||
Line of Credit | Incremental Loan Facility | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 250,000,000 |
Debt and Credit Agreement - Cha
Debt and Credit Agreement - Changes in the Balance of Deferred Debt Issuance Costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Change In Debt Issuance Costs, Net [Roll Forward] | |
Balance | $ 4,253 |
Balance | 3,979 |
Line of Credit | |
Change In Debt Issuance Costs, Net [Roll Forward] | |
Balance | 4,253 |
Additions | 0 |
Amortization | (274) |
Balance | $ 3,979 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) | Sep. 25, 2020USD ($)day$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||
Purchase of convertible note hedge | $ 100,600,000 | ||
Proceeds from sale of warrants | 51,300,000 | ||
Convertible Note Hedge | |||
Debt Instrument [Line Items] | |||
Deferred tax asset related to the convertible note hedge transaction | $ 25,800,000 | ||
Convertible Note Hedge Rights | |||
Debt Instrument [Line Items] | |||
Options and warrants to purchase shares (in shares) | shares | 5,900,000 | ||
Strike price (in dollars per share) | $ / shares | $ 97.32 | ||
Warrant | |||
Debt Instrument [Line Items] | |||
Options and warrants to purchase shares (in shares) | shares | 5,900,000 | ||
Strike price (in dollars per share) | $ / shares | $ 141.56 | ||
Convertible Senior Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.25% | ||
Aggregate principal amount | $ 575,000,000 | ||
Additional principal amount subject to purchasers' option | 75,000,000 | ||
Proceeds from issuance of convertible senior notes, net of issuance costs | 559,700,000 | ||
Debt issuance costs incurred and capitalized | $ 15,300,000 | ||
Conversion ratio | 0.0102751 | ||
Conversion price (in dollars per share) | $ / shares | $ 97.32 | ||
Repurchase price as a percent of principal amount | 100.00% | ||
Aggregate principal amount of Notes that must be outstanding and not subject to redemption if the Company redeems less than all of the Notes | $ 150,000,000 | ||
Carrying value of debt | 461,800,000 | $ 472,347,000 | $ 467,201,000 |
Equity component of convertible senior notes | $ 72,700,000 | $ 72,732,000 | $ 72,732,000 |
Effective interest rate | 4.18% | ||
Remaining life of debt discount and issuance cost accretion | 4 years 6 months | ||
Maximum number of shares issuable upon conversion (in shares) | shares | 8,100,000 | ||
Excess principal amount over the if-converted value | $ 192,300,000 | ||
Convertible Senior Notes | Convertible Debt | Period 1 | |||
Debt Instrument [Line Items] | |||
Threshold trading days | day | 20 | ||
Threshold consecutive trading days | day | 30 | ||
Threshold percentage of stock price trigger | 130.00% | ||
Convertible Senior Notes | Convertible Debt | Period 2 | |||
Debt Instrument [Line Items] | |||
Threshold trading days | day | 5 | ||
Threshold consecutive trading days | day | 10 | ||
Threshold percentage of stock price trigger | 98.00% |
Convertible Senior Notes - Conv
Convertible Senior Notes - Convertible Debt Balances (Details) - Convertible Debt - Convertible Senior Notes - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 25, 2020 |
Liability: | |||
Principal amount | $ 575,000 | $ 575,000 | |
Unamortized discount | (91,173) | (95,744) | |
Unamortized debt issuance costs | (11,480) | (12,055) | |
Convertible senior notes, liability component | 472,347 | 467,201 | $ 461,800 |
Convertible senior notes, equity component | $ 72,732 | $ 72,732 | $ 72,700 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of the Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amortization of discount on convertible senior notes | $ 4,571 | $ 0 |
Amortization of debt issuance costs | 849 | $ 241 |
Convertible Senior Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Contractual coupon interest | 359 | |
Amortization of discount on convertible senior notes | 4,571 | |
Amortization of debt issuance costs | $ 575 |
Lessor Leases - Narrative (Deta
Lessor Leases - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Lease Receivable | Customer Concentration Risk | |
Lessor, Lease, Description [Line Items] | |
Concentration risk percentage | 66.00% |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Term of sales-type leases | 1 year |
Term of operating leases | 1 year |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Term of sales-type leases | 5 years |
Term of operating leases | 7 years |
Lessor Leases - Income Recogniz
Lessor Leases - Income Recognized from Sales-Type Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Sales-type lease revenues | $ 5,963 | $ 6,392 |
Cost of sales-type lease revenues | (2,366) | (2,569) |
Selling profit on sales-type lease revenues | 3,597 | 3,823 |
Interest income on sales-type lease receivables | $ 497 | $ 461 |
Lessor Leases - Components of S
Lessor Leases - Components of Sales-Type Lease Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Net minimum lease payments to be received | $ 34,256 | $ 35,331 |
Less: Unearned interest income portion | (2,779) | (2,929) |
Net investment in sales-type leases | 31,477 | 32,402 |
Less: Current portion | (10,222) | (10,246) |
Long-term investment in sales-type leases, net | $ 21,255 | $ 22,156 |
Lessor Leases - Maturity Schedu
Lessor Leases - Maturity Schedule of Future Minimum Lease Payments under Sales-Type Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remaining nine months of 2021 | $ 8,485 | |
2022 | 10,002 | |
2023 | 7,629 | |
2024 | 4,826 | |
2025 | 2,907 | |
Thereafter | 407 | |
Net minimum lease payments to be received | 34,256 | $ 35,331 |
Present value adjustment | (2,779) | $ (2,929) |
Total net investment in sales-type leases | $ 31,477 |
Lessor Leases - Income Recogn_2
Lessor Leases - Income Recognized from Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Rental income | $ 2,611 | $ 2,977 |
Lessee Leases - Narrative (Deta
Lessee Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 3.7 | $ 3.6 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Term of operating leases | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Term of operating leases | 12 years |
Lessee Leases - Maturity Schedu
Lessee Leases - Maturity Schedule of Future Minimum Lease Payments under Operating Leases and the Reconciliation to the Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Remaining nine months of 2021 | $ 11,305 | |
2022 | 14,088 | |
2023 | 10,199 | |
2024 | 8,847 | |
2025 | 6,413 | |
Thereafter | 17,293 | |
Total operating lease payments | 68,145 | |
Present value adjustment | (10,474) | |
Total operating lease liabilities | 57,671 | |
Current portion of operating lease liabilities | 12,236 | $ 12,197 |
Long-term portion of operating lease liabilities | $ 45,435 | $ 48,897 |
Location of current operating lease liabilities in the Condensed Consolidated Balance Sheets | Accrued liabilities | Accrued liabilities |
Lessee Leases - Supplemental Ca
Lessee Leases - Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 3,972 | $ 3,735 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 541 | $ 792 |
Lessee Leases - Weighted-Averag
Lessee Leases - Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 5 years 9 months 18 days | 5 years 10 months 24 days |
Weighted-average discount rate | 5.80% | 5.80% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Non-cancelable purchase commitments | $ 82.8 |
Non-cancelable purchase commitments expected to be paid within the year | $ 78.8 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Annual effective tax rate | 26.70% | 26.60% | |
Discrete tax benefit | $ 1,208 | $ (18) | |
Unrecognized tax benefits | 17,700 | $ 18,200 | |
Accrued interest and penalties | 1,100 | $ 1,400 | |
Equity Compensation | |||
Income Tax Contingency [Line Items] | |||
Discrete tax benefit | $ 4,100 | $ 2,800 |
Employee Benefits and Share-B_3
Employee Benefits and Share-Based Compensation - Shared-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 11,772 | $ 10,659 |
Cost of product and service revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 1,937 | 1,770 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 1,700 | 1,768 |
Selling, general, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 8,135 | $ 7,121 |
Employee Benefits and Share-B_4
Employee Benefits and Share-Based Compensation - Assumptions Used to Value Stock Options Granted (Details) - Stock Options | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 4 years 10 months 24 days | 4 years 8 months 12 days |
Expected volatility, % | 30.10% | 33.60% |
Risk-free interest rate, % | 0.60% | 1.40% |
Estimated forfeiture rate, % | 7.90% | 5.70% |
Dividend yield, % | 0.00% | 0.00% |
Employee Benefits and Share-B_5
Employee Benefits and Share-Based Compensation - Assumptions Used to Value ESPP Shares Granted (Details) - ESPP shares available for future issuance - 1997 Plan | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (minimum) | 27.40% | 30.40% |
Expected volatility (maximum) | 53.50% | 39.90% |
Risk-free interest rate (minimum) | 0.10% | 1.40% |
Risk-free interest rate (maximum) | 2.60% | 2.70% |
Dividend yield, % | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 6 months | 6 months |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life | 2 years | 2 years |
Employee Benefits and Share-B_6
Employee Benefits and Share-Based Compensation - Summary of Share Option Activity (Details) - Stock Options - 2009 Plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 3,932 | |
Granted (in shares) | 150 | |
Exercised (in shares) | (196) | |
Expired (in shares) | (6) | |
Forfeited (in shares) | (60) | |
Outstanding at end of period (in shares) | 3,820 | 3,932 |
Exercisable at end of period (in shares) | 1,608 | |
Vested and expected to vest at end of period (in shares) | 3,598 | |
Weighted-Average Exercise Price | ||
Outstanding beginning balance (in dollars per share) | $ 62.50 | |
Granted (in dollars per share) | 125.80 | |
Exercised (in dollars per share) | 58.49 | |
Expired (in dollars per share) | 78.32 | |
Forfeited (in dollars per share) | 72.27 | |
Outstanding ending balance (in dollars per share) | 65.02 | $ 62.50 |
Exercisable at end of period (in dollars per share) | 47.83 | |
Vested and expected to vest at end of period (in dollars per share) | $ 64.01 | |
Weighted-Average Remaining Years | ||
Outstanding | 7 years 6 months | 7 years 9 months 18 days |
Exercisable | 5 years 9 months 18 days | |
Vested and expected to vest | 7 years 4 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 247,796 | $ 226,160 |
Exercisable | 131,946 | |
Vested and expected to vest | $ 237,072 |
Employee Benefits and Share-B_7
Employee Benefits and Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Aug. 02, 2016 | Nov. 04, 2014 | |
2016 and 2014 Share Repurchase Programs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Remaining value of shares authorized for repurchase under stock repurchase programs | $ 54,900,000 | |||
Number of shares repurchased (in shares) | 0 | 0 | ||
The 2016 Repurchase Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Value of shares authorized for repurchase under stock repurchase programs | $ 50,000,000 | |||
2014 Share Repurchase Program | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Value of shares authorized for repurchase under stock repurchase programs | $ 50,000,000 | |||
2009 Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average fair value of options granted (in dollars per share) | $ 33.89 | $ 26.31 | ||
Intrinsic value of options exercised | $ 14,000,000 | $ 9,900,000 | ||
Unrecognized compensation cost of unvested stock options | $ 49,100,000 | |||
Weighted average period of compensation cost not yet recognized (in years) | 2 years 8 months 12 days | |||
2009 Plan | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period of compensation cost not yet recognized (in years) | 3 years | |||
Unrecognized compensation cost | $ 44,800,000 | |||
2009 Plan | RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period of compensation cost not yet recognized (in years) | 2 months 12 days | |||
Unrecognized compensation cost | $ 200,000 | |||
2009 Plan | PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period of compensation cost not yet recognized (in years) | 1 year 6 months | |||
Unrecognized compensation cost | $ 10,400,000 | |||
1997 Plan | ESPP shares available for future issuance | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period of compensation cost not yet recognized (in years) | 1 year 6 months | |||
Shares purchased under ESPP (in shares) | 156,000 | 217,000 | ||
Weighted-average price of shares purchased (in dollars per share) | $ 59.75 | $ 43.51 | ||
Unrecognized compensation cost | $ 4,400,000 |
Employee Benefits and Share-B_8
Employee Benefits and Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - RSUs - 2009 Plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 580 | |
Granted (Awarded) (in shares) | 96 | |
Vested (Released) (in shares) | (37) | |
Forfeited (in shares) | (17) | |
Outstanding and unvested at end of period (in shares) | 622 | 580 |
Weighted-Average Grant Date Fair Value | ||
Outstanding and unvested (in dollars per share) | $ 72.87 | |
Granted (Awarded) (in dollars per share) | 129.97 | |
Vested (Released) (in dollars per share) | 72.71 | |
Forfeited (in dollars per share) | 70.59 | |
Outstanding and unvested (in dollars per share) | $ 81.79 | $ 72.87 |
Weighted-Average Remaining Years | ||
Outstanding and unvested | 1 year 7 months 6 days | 1 year 7 months 6 days |
Aggregate Intrinsic Value | ||
Outstanding and unvested | $ 80,723 | $ 69,670 |
Employee Benefits and Share-B_9
Employee Benefits and Share-Based Compensation - Summary of Restricted Stock Award Activity (Details) - RSAs - 2009 Plan shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 21 |
Granted (Awarded) (in shares) | shares | 0 |
Vested (Released) (in shares) | shares | 0 |
Outstanding and unvested at end of period (in shares) | shares | 21 |
Weighted-Average Grant Date Fair Value | |
Outstanding and unvested (in dollars per share) | $ / shares | $ 68.11 |
Granted (Awarded) (in dollars per share) | $ / shares | 0 |
Vested (Released) (in dollars per share) | $ / shares | 0 |
Outstanding and unvested (in dollars per share) | $ / shares | $ 68.11 |
Employee Benefits and Share-_10
Employee Benefits and Share-Based Compensation - Summary of Performance-Based Restricted Stock Activity (Details) - Performance-Based Restricted Stock - 2009 Plan shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 155 |
Granted (Awarded) (in shares) | shares | 51 |
Vested (Released) (in shares) | shares | (17) |
Forfeited (in shares) | shares | (6) |
Outstanding and unvested at end of period (in shares) | shares | 183 |
Weighted-Average Grant Date Fair Value | |
Outstanding and unvested (in dollars per share) | $ / shares | $ 74.26 |
Granted (Awarded) (in dollars per share) | $ / shares | 156.79 |
Vested (Released) (in dollars per share) | $ / shares | 82.35 |
Forfeited (in dollars per share) | $ / shares | 63.20 |
Outstanding and unvested (in dollars per share) | $ / shares | $ 96.94 |
Employee Benefits and Share-_11
Employee Benefits and Share-Based Compensation - Summary of Shares Reserved for Future Issuance Under Equity Incentive Plans (Details) shares in Thousands | Mar. 31, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 6,568 |
Share options outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 3,820 |
Non-vested restricted stock awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 826 |
Shares authorized for future issuance | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 872 |
ESPP shares available for future issuance | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 1,050 |
Equity Offerings - Narrative (D
Equity Offerings - Narrative (Details) | Nov. 03, 2017USD ($) |
Distribution Agreement | |
Subsidiary, Sale of Stock [Line Items] | |
Maximum aggregate offering price | $ 125,000,000 |
Restructuring Expenses - Narrat
Restructuring Expenses - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring expenses | $ 2,020 | $ 3,605 |
Unpaid balance related to restructuring plan | $ 1,200 |
Restructuring Expenses - Total
Restructuring Expenses - Total Restructuring Expense Recognized in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expenses | $ 2,020 | $ 3,605 |
Cost of product and service revenues | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expenses | 389 | 75 |
Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expenses | 105 | 798 |
Selling, general, and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expenses | $ 1,526 | $ 2,732 |
Uncategorized Items - omcl-2021
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201613Member |