Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 4220 North Freeway | |
Entity Address, City or Town | Fort Worth | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76137 | |
City Area Code | 877 | |
Local Phone Number | 415-9990 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | OMCL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,080,618 | |
Entity Central Index Key | 0000926326 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 340,413 | $ 330,362 |
Accounts receivable and unbilled receivables, net of allowances of $5,373 and $5,153, respectively | 322,073 | 299,469 |
Inventories | 141,156 | 147,549 |
Prepaid expenses | 27,963 | 27,070 |
Other current assets | 103,364 | 77,362 |
Total current assets | 934,969 | 881,812 |
Property and equipment, net | 98,373 | 93,961 |
Long-term investment in sales-type leases, net | 32,744 | 32,924 |
Operating lease right-of-use assets | 28,228 | 38,052 |
Goodwill | 734,895 | 734,274 |
Intangible assets, net | 234,689 | 242,906 |
Long-term deferred tax assets | 29,562 | 22,329 |
Prepaid commissions | 56,909 | 59,483 |
Other long-term assets | 100,469 | 105,017 |
Total assets | 2,250,838 | 2,210,758 |
Current liabilities: | ||
Accounts payable | 63,407 | 63,389 |
Accrued compensation | 48,284 | 73,455 |
Accrued liabilities | 198,979 | 172,655 |
Deferred revenues, net | 143,298 | 118,947 |
Total current liabilities | 453,968 | 428,446 |
Long-term deferred revenues | 42,438 | 37,385 |
Long-term deferred tax liabilities | 1,558 | 2,095 |
Long-term operating lease liabilities | 36,855 | 39,405 |
Other long-term liabilities | 6,136 | 6,719 |
Convertible senior notes, net | 567,342 | 566,571 |
Total liabilities | 1,108,297 | 1,080,621 |
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; 55,352 and 55,030 shares issued; 45,069 and 44,747 shares outstanding, respectively | 55 | 55 |
Treasury stock at cost, 10,283 shares outstanding, respectively | (290,319) | (290,319) |
Additional paid-in capital | 1,072,685 | 1,046,760 |
Retained earnings | 375,728 | 390,728 |
Accumulated other comprehensive loss | (15,608) | (17,087) |
Total stockholders’ equity | 1,142,541 | 1,130,137 |
Total liabilities and stockholders’ equity | $ 2,250,838 | $ 2,210,758 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses on accounts receivable and unbilled receivables | $ 5,373 | $ 5,153 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000 | 5,000 |
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 | 100,000 |
Common Stock, shares issued (in shares) | 55,352 | 55,030 |
Common stock, shares outstanding (in shares) | 45,069 | 44,747 |
Treasury stock, shares outstanding (in shares) | 10,283 | 10,283 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | $ 290,629 | $ 318,828 |
Cost of revenues | 165,600 | 168,781 |
Gross profit | 125,029 | 150,047 |
Operating expenses: | ||
Research and development | 22,878 | 25,030 |
Selling, general, and administrative | 125,114 | 119,933 |
Total operating expenses | 147,992 | 144,963 |
Income (loss) from operations | (22,963) | 5,084 |
Interest and other income (expense), net | 1,781 | (114) |
Income (loss) before benefit from income taxes | (21,182) | 4,970 |
Benefit from income taxes | (6,182) | (3,243) |
Net income (loss) | $ (15,000) | $ 8,213 |
Net income (loss) per share: | ||
Basic (in dollars per share) | $ (0.33) | $ 0.19 |
Diluted (in dollars per share) | $ (0.33) | $ 0.17 |
Weighted-average shares outstanding: | ||
Basic (in shares) | 44,887 | 44,249 |
Diluted (in shares) | 44,887 | 47,918 |
Product revenues | ||
Revenues | $ 185,715 | $ 225,875 |
Cost of revenues | 109,527 | 118,338 |
Services and other revenues | ||
Revenues | 104,914 | 92,953 |
Cost of revenues | $ 56,073 | $ 50,443 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (15,000) | $ 8,213 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 1,479 | (2,555) |
Other comprehensive income (loss) | 1,479 | (2,555) |
Comprehensive income (loss) | $ (13,521) | $ 5,658 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Cumulative effect of a change in accounting principle related to convertible debt | Common Stock | Treasury Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative effect of a change in accounting principle related to convertible debt | Retained Earnings | Retained Earnings Cumulative effect of a change in accounting principle related to convertible debt | Accumulated Other Comprehensive Income (Loss) |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 54,073,000 | ||||||||
Balance at beginning of period at Dec. 31, 2021 | $ 1,146,689 | $ (56,233) | $ 54 | $ (238,109) | $ 1,024,580 | $ (72,742) | $ 368,571 | $ 16,509 | $ (8,407) |
Balance at beginning of period, Treasury stock (in shares) at Dec. 31, 2021 | (9,894,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 8,213 | 8,213 | |||||||
Other comprehensive income (loss) | (2,555) | (2,555) | |||||||
Share-based compensation | 16,208 | 16,208 | |||||||
Issuance of common stock under employee stock plans (in shares) | 384,000 | ||||||||
Issuance of common stock under employee stock plans | 18,951 | 18,951 | |||||||
Tax payments related to restricted stock units | (4,322) | (4,322) | |||||||
Stock repurchases (in shares) | (389,000) | ||||||||
Stock repurchases | (52,210) | $ (52,210) | |||||||
Balance at end of period (in shares) at Mar. 31, 2022 | 54,457,000 | ||||||||
Balance at end of period at Mar. 31, 2022 | $ 1,074,741 | $ 54 | $ (290,319) | 982,675 | 393,293 | (10,962) | |||
Balance at end of period, Treasury stock (in shares) at Mar. 31, 2022 | (10,283,000) | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 44,747,000 | 55,030,000 | |||||||
Balance at beginning of period at Dec. 31, 2022 | $ 1,130,137 | $ 55 | $ (290,319) | 1,046,760 | 390,728 | (17,087) | |||
Balance at beginning of period, Treasury stock (in shares) at Dec. 31, 2022 | (10,283,000) | (10,283,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | $ (15,000) | (15,000) | |||||||
Other comprehensive income (loss) | 1,479 | 1,479 | |||||||
Share-based compensation | 15,180 | 15,180 | |||||||
Issuance of common stock under employee stock plans (in shares) | 322,000 | ||||||||
Issuance of common stock under employee stock plans | 12,114 | 12,114 | |||||||
Tax payments related to restricted stock units | $ (1,369) | (1,369) | |||||||
Balance at end of period (in shares) at Mar. 31, 2023 | 45,069,000 | 55,352,000 | |||||||
Balance at end of period at Mar. 31, 2023 | $ 1,142,541 | $ 55 | $ (290,319) | $ 1,072,685 | $ 375,728 | $ (15,608) | |||
Balance at end of period, Treasury stock (in shares) at Mar. 31, 2023 | (10,283,000) | (10,283,000) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Activities | ||
Net income (loss) | $ (15,000) | $ 8,213 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 21,974 | 21,124 |
Loss on disposal of property and equipment | 802 | 0 |
Share-based compensation expense | 14,042 | 16,208 |
Deferred income taxes | (7,770) | (4,858) |
Amortization of operating lease right-of-use assets | 2,248 | 3,307 |
Impairment and abandonment of operating lease right-of-use assets related to facilities | 7,815 | 1,753 |
Amortization of debt issuance costs | 1,045 | 1,038 |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled receivables | (22,156) | (49,994) |
Inventories | 6,760 | (17,320) |
Prepaid expenses | (873) | (1,712) |
Other current assets | 34 | 7,950 |
Investment in sales-type leases | 613 | (1,097) |
Prepaid commissions | 2,574 | 4,152 |
Other long-term assets | 628 | 2,240 |
Accounts payable | 20 | 312 |
Accrued compensation | (25,171) | (23,859) |
Accrued liabilities | (689) | 769 |
Deferred revenues | 29,135 | 19,786 |
Operating lease liabilities | (2,678) | (3,521) |
Other long-term liabilities | (583) | (487) |
Net cash provided by (used in) operating activities | 12,770 | (15,996) |
Investing Activities | ||
External-use software development costs | (3,499) | (3,852) |
Purchases of property and equipment | (10,141) | (11,489) |
Business acquisition, net of cash acquired | 0 | (3,392) |
Net cash used in investing activities | (13,640) | (18,733) |
Financing Activities | ||
Proceeds from issuances under stock-based compensation plans | 12,114 | 18,951 |
Employees’ taxes paid related to restricted stock units | (1,369) | (4,322) |
Change in customer funds, net | (6,883) | 5,462 |
Stock repurchases | 0 | (52,210) |
Net cash provided by (used in) financing activities | 3,862 | (32,119) |
Effect of exchange rate changes on cash and cash equivalents | 176 | (411) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 3,168 | (67,259) |
Cash, cash equivalents, and restricted cash at beginning of period | 352,835 | 355,620 |
Cash, cash equivalents, and restricted cash at end of period | 356,003 | 288,361 |
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets: | ||
Cash and cash equivalents | 340,413 | 265,008 |
Restricted cash included in other current assets | 15,590 | 23,353 |
Cash, cash equivalents, and restricted cash at end of period | 356,003 | 288,361 |
Supplemental disclosure of non-cash investing activities | ||
Unpaid purchases of property and equipment | $ 1,321 | $ 703 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 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” refer to Omnicell, Inc. and its subsidiaries, collectively. 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, 2023 and December 31, 2022, and the results of operations, comprehensive income (loss), and cash flows for the three months ended March 31, 2023 and 2022. 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, 2022, filed with the SEC on March 1, 2023, except as discussed in the section entitled “Recently Adopted Authoritative Guidance” below. The Company’s results of operations, comprehensive income (loss), and cash flows for the three months ended March 31, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023, 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. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s Condensed Consolidated Financial Statements and accompanying Notes. These estimates are based on historical experience and various other assumptions that management believes 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, 2023, 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 October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The update addresses diversity in practice by requiring that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company adopted ASU 2021-08 beginning January 1, 2023 and will apply the guidance prospectively to acquisitions occurring on or after the adoption date. Recently Issued Authoritative Guidance There was no 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. |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2023 | |
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. Solutions in this category include, but are not limited to, XT Series automated dispensing systems and products related to the Central Pharmacy Dispensing Service and IV Compounding Service. 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, are designed to improve patient engagement and adherence to prescriptions. 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. Advanced 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 ® , Specialty Pharmacy Services, 340B solutions, Inventory Optimization Service, other software solutions, and services related to the Central Pharmacy Dispensing Service and IV Compounding Service. 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 Consumables Point in time, as transfer of control occurs, generally upon shipment to or receipt by customer Product Technical services Over time, as services are provided, typically ratably over the service term Service Advanced 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 fully or partially owned 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 $3.1 million and $4.5 million for the three months ended March 31, 2023 and 2022, respectively. Disaggregation of Revenues The following table summarizes the Company’s revenues disaggregated by revenue type for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Connected devices, software licenses, and other $ 165,147 $ 208,078 Consumables 20,568 17,797 Technical services 53,357 49,169 Advanced Services 51,557 43,784 Total revenues $ 290,629 $ 318,828 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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) United States $ 255,943 $ 287,577 Rest of world (1) 34,686 31,251 Total revenues $ 290,629 $ 318,828 _________________________________________________ (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) $ 23,258 $ 25,763 Long-term unbilled receivables, net (2) 13,491 14,744 Total contract assets $ 36,749 $ 40,507 Short-term deferred revenues, net $ 143,298 $ 118,947 Long-term deferred revenues 42,438 37,385 Total contract liabilities $ 185,736 $ 156,332 _________________________________________________ (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 $143.3 million and $118.9 million include deferred revenues from product sales and service contracts, net of deferred cost of sales of $15.6 million and $15.8 million, as of March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2023, the Company recognized revenues of $55.5 million that were included in the corresponding gross short-term deferred revenues balance of $134.7 million as of December 31, 2022. Long-term deferred revenues include deferred revenues from product sales and service contracts of $42.4 million and $37.4 million as of March 31, 2023 and December 31, 2022, respectively. Deferred revenues from product sales primarily relate to delivered and invoiced products, pending installation and acceptance. Deferred revenues from service contracts primarily relate to services that have been invoiced, where services have not yet been provided. Short-term deferred revenues are expected to be recognized within the next twelve months. Long-term deferred revenues substantially consist of deferred revenues on long-term service contracts which have been invoiced and are expected to be recognized as revenue beyond twelve months, generally not more than ten years. The Company generally invoices customers for products upon shipment. Invoicing associated with the service portion of agreements is generally periodic and is billed on a monthly, quarterly, or annual basis, and in certain circumstances, multiple years are billed at one time. In addition, the Company has remaining performance obligations associated with contracts for which the associated products have been accepted or associated services have started, where invoicing has not yet occurred and therefore are not reflected in deferred revenue. These remaining performance obligations are comprised of the non-variable portions of technical services and Advanced Services provided under non-cancellable contracts with minimum commitments. Remaining performance obligations which are not included in deferred revenues are $199.2 million as of March 31, 2023. Remaining performance obligations are expected to be recognized ratably over the remaining term of the contract, which is generally not more than ten years. Remaining performance obligations do not include product obligations, services where the associated product has not been accepted, services which have not yet started, variable portions of services, and certain other obligations. 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, 2023 and 2022. Also, there were no customers that accounted for more than 10% of the Company’s accounts receivable balance as of March 31, 2023 and December 31, 2022. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The basic and diluted net income (loss) per share calculations for the three months ended March 31, 2023 and 2022 were as follows: Three Months Ended March 31, 2023 2022 (In thousands, except per share data) Net income (loss) $ (15,000) $ 8,213 Weighted-average shares outstanding – basic 44,887 44,249 Effect of dilutive securities from stock award plans — 1,646 Effect of convertible senior notes — 1,918 Effect of warrants — 105 Weighted-average shares outstanding – diluted 44,887 47,918 Net income (loss) per share – basic $ (0.33) $ 0.19 Net income (loss) per share – diluted $ (0.33) $ 0.17 Anti-dilutive weighted-average shares related to stock award plans 3,634 336 Anti-dilutive weighted-average shares related to convertible senior notes and warrants 11,816 — |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash and Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash and Fair Value of Financial Instruments | Cash, Cash Equivalents, and Restricted Cash and Fair Value of Financial Instruments Cash and cash equivalents of $340.4 million and $330.4 million, and restricted cash (inclusive of cash equivalents) of $15.6 million and $22.5 million, as of March 31, 2023 and December 31, 2022, respectively, consisted of bank accounts and highly-liquid U.S. Government money market funds held in sweep and asset management accounts with financial institutions of high credit quality. The following table reflects the Company’s cash equivalents and restricted cash equivalents, which consisted of money market funds held in sweep and asset management accounts: March 31, December 31, (In thousands) Cash equivalents (1) $ 321,230 $ 300,969 Restricted cash equivalents (2) 13,873 — Total cash equivalents and restricted cash equivalents $ 335,103 $ 300,969 _________________________________________________ (1) Included in cash and cash equivalents in the Condensed Consolidated Balance Sheets. (2) Included in other current assets in the Condensed Consolidated Balance Sheets. 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, 2023 and December 31, 2022, the fair value of the convertible senior notes was $528.4 million and $501.4 million, respectively, compared to their carrying values of $567.3 million and $566.6 million, respectively, which are net of unamortized debt issuance costs. Refer to Note 9, Debt and Credit Agreement, for further information regarding the Company’s credit facility and Note 10, Convertible Senior Notes, |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Balance sheet details as of March 31, 2023 and December 31, 2022 are presented in the tables below: March 31, December 31, (In thousands) Inventories: Raw materials $ 67,154 $ 75,854 Work in process 10,772 9,280 Finished goods 63,230 62,415 Total inventories $ 141,156 $ 147,549 Other current assets: Funds held for customers, including restricted cash (1) $ 83,172 $ 56,703 Net investment in sales-type leases, current portion 11,053 11,486 Prepaid income taxes 112 1,702 Other current assets 9,027 7,471 Total other current assets $ 103,364 $ 77,362 Other long-term assets: External-use software development costs, net $ 77,114 $ 80,760 Unbilled receivables, net 13,491 14,744 Deferred debt issuance costs 1,784 2,058 Other long-term assets 8,080 7,455 Total other long-term assets $ 100,469 $ 105,017 Accrued liabilities: Operating lease liabilities, current portion $ 10,875 $ 10,761 Customer fund liabilities 83,172 56,703 Advance payments from customers 11,753 11,556 Rebate liabilities 47,432 42,802 Group purchasing organization fees 5,790 7,723 Taxes payable 9,549 9,642 Other accrued liabilities 30,408 33,468 Total accrued liabilities $ 198,979 $ 172,655 _________________________________________________ (1) Includes restricted cash of $15.6 million and $22.5 million as of March 31, 2023 and December 31, 2022, respectively. The following table summarizes the changes in accumulated balances of other comprehensive income (loss), which consisted of foreign currency translation adjustments, for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Beginning balance $ (17,087) $ (8,407) Other comprehensive income (loss) 1,479 (2,555) Ending balance $ (15,608) $ (10,962) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The following table represents the property and equipment balances as of March 31, 2023 and December 31, 2022: March 31, December 31, (In thousands) Equipment $ 94,546 $ 91,391 Furniture and fixtures 4,989 5,154 Leasehold improvements 18,828 19,510 Purchased software and internal-use software development costs 85,283 76,327 Construction in progress 26,861 28,223 Property and equipment, gross 230,507 220,605 Accumulated depreciation and amortization (132,134) (126,644) Total property and equipment, net $ 98,373 $ 93,961 Depreciation and amortization expense of property and equipment was $6.3 million and $5.3 million for the three months ended March 31, 2023 and 2022, 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, 2023 and December 31, 2022: March 31, December 31, (In thousands) United States $ 94,472 $ 89,989 Rest of world (1) 3,901 3,972 Total property and equipment, net $ 98,373 $ 93,961 _________________________________________________ (1) No individual country represented more than 10% of total property and equipment, net. |
External-Use Software Developme
External-Use Software Development Costs | 3 Months Ended |
Mar. 31, 2023 | |
Research and Development [Abstract] | |
External-Use Software Development Costs | External-Use Software Development Costs The carrying amounts of external-use software development costs as of March 31, 2023 and December 31, 2022 were as follows: March 31, December 31, (In thousands) Gross carrying amount $ 228,766 $ 225,004 Accumulated amortization (151,652) (144,244) External-use software development costs, net (1) $ 77,114 $ 80,760 _________________________________________________ (1) Included in other long-term assets in the Condensed Consolidated Balance Sheets. The Company recorded $7.4 million and $6.7 million to cost of revenues for amortization of external-use software development costs for the three months ended March 31, 2023 and 2022, respectively. The estimated future amortization expenses for external-use software development costs were as follows: March 31, (In thousands) Remaining nine months of 2023 $ 21,435 2024 23,544 2025 16,156 2026 10,617 2027 4,662 Thereafter 700 Total $ 77,114 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
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: (In thousands) Balance as of December 31, 2022 $ 734,274 Foreign currency exchange rate fluctuations 621 Balance as of March 31, 2023 $ 734,895 Intangible Assets, Net The carrying amounts and useful lives of intangible assets as of March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 Gross carrying Accumulated Foreign currency exchange Net carrying Useful life (In thousands, except for years) Customer relationships $ 311,089 $ (104,149) $ (1,432) $ 205,508 4 - 30 Acquired technology 92,066 (67,033) — 25,033 4 - 20 Backlog 1,800 (1,125) — 675 2 Trade names 9,200 (6,895) — 2,305 5 - 12 Patents 2,430 (1,362) — 1,068 2 - 20 Non-compete agreements 600 (500) — 100 3 Total intangibles assets, net $ 417,185 $ (181,064) $ (1,432) $ 234,689 December 31, 2022 Gross carrying Accumulated Foreign currency exchange Net carrying Useful life (In thousands, except for years) Customer relationships $ 311,089 $ (99,177) $ (1,514) $ 210,398 4 - 30 Acquired technology 92,066 (64,299) — 27,767 4 - 20 Backlog 1,800 (900) — 900 2 Trade names 9,200 (6,633) — 2,567 5 - 12 Patents 2,430 (1,306) — 1,124 2 - 20 Non-compete agreements 600 (450) — 150 3 Total intangibles assets, net $ 417,185 $ (172,765) $ (1,514) $ 242,906 Amortization expense of intangible assets was $8.3 million and $9.1 million for the three months ended March 31, 2023 and 2022, respectively. The estimated future amortization expenses for amortizable intangible assets were as follows: March 31, (In thousands) Remaining nine months of 2023 $ 23,238 2024 23,059 2025 21,043 2026 18,065 2027 16,796 Thereafter 132,488 Total $ 234,689 |
Debt and Credit Agreement
Debt and Credit Agreement | 3 Months Ended |
Mar. 31, 2023 | |
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 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. On September 22, 2020, the parties entered into a first 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 availability of funds under the Revolving Credit Facility can be subject to reduction in order to maintain compliance with the financial covenants under the A&R Credit Agreement. On March 29, 2023, the parties entered into a second amendment to the A&R Credit Agreement to remove and replace the interest rate benchmark based on the London interbank offered rate (“LIBOR”) and related LIBOR-based mechanics applicable to borrowings under the A&R Credit Agreement with an interest rate benchmark based on the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York (including a customary credit spread adjustment of 0.10% per annum) and related SOFR-based mechanics. The replacement of LIBOR did not, and the Company does not anticipate that it will, materially impact its liquidity or financial position. Following the second amendment to the A&R Credit Agreement, loans under the Revolving Credit Facility bear interest, at the Company’s option, at a rate equal to either (a) the Adjusted Term SOFR (as defined in the A&R Credit Agreement), 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) Adjusted Term SOFR for a one month tenor 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. 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 compliance with all covenants as of March 31, 2023. As of March 31, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, none of the conditional conversion features of the Notes were triggered, and therefore, the Notes are not convertible during the second quarter of 2023, commencing on April 1, 2023, and were not convertible during the first quarter of 2023, commencing on January 1, 2023, respectively. Accordingly, the Company classified the Notes as a long-term liability in its Condensed Consolidated Financial Statements as of both March 31, 2023 and December 31, 2022. Whether the Notes will be convertible following the second fiscal quarter of 2023 will depend on the satisfaction of the conversion conditions in the future. Under the original terms of the Indenture, upon conversion, the Company could satisfy its conversion obligation by paying or delivering cash, shares of its common stock, or a combination thereof, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. On December 13, 2021, the Company irrevocably elected to fix its settlement method to a combination of cash and shares of the Company’s common stock with the specified cash amount per $1,000 principal amount of Notes of at least $1,000. As a result, for Notes converted on or after December 13, 2021, a converting noteholder will receive (i) up to $1,000 in cash per $1,000 principal amount of Notes and (ii) cash and/or shares of the Company’s common stock, at the Company’s option for any conversion consideration in excess of $1,000. In addition, the Company continues to have the ability to set the specified cash amount per $1,000 principal amount of Notes above $1,000. 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 could 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, 2023, 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 of 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. The debt issuance costs associated with the Notes are being amortized to interest expense over the term of the Notes using an effective interest rate of 0.80%. As of March 31, 2023, the remaining life of the Notes and the related issuance cost accretion is approximately 2.5 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 5.9 million shares. As of March 31, 2023, the if-converted value of the Notes did not exceed the principal amount. The Notes consisted of the following balances reported in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022: March 31, December 31, (In thousands) Principal amount $ 575,000 $ 575,000 Unamortized debt issuance costs (7,658) (8,429) Convertible senior notes, net $ 567,342 $ 566,571 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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Contractual coupon interest $ 359 $ 359 Amortization of debt issuance costs $ 771 $ 764 Convertible Note Hedge and Warrant Transactions In connection with the issuance of the Notes in September 2020, 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. The convertible note hedge consists of an option for the Company to purchase up to approximately 5.9 million shares of the Company’s common stock, which is equal to the number of shares of the Company’s common stock underlying the Notes, at an initial strike price of approximately $97.32 per share. The convertible note hedge will expire upon the maturity of the Notes, if not earlier exercised or terminated. The cost of the convertible note hedge was approximately $100.6 million and was accounted for as an equity instrument, which was recorded in additional paid-in capital in the Condensed Consolidated Balance Sheets. The Company recorded a deferred tax asset of $25.8 million at issuance related to the convertible note hedge transaction. The convertible note hedge is expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes. Separately from the convertible note hedge, the Company entered into warrant transactions to sell to the option counterparties warrants to acquire, subject to customary anti-dilution adjustments, up to approximately 5.9 million shares of its common stock in the aggregate at an initial strike price of $141.56 per share. The warrants require net share or net cash settlement upon the Company’s election. The Company received aggregate proceeds of approximately $51.3 million for the issuance of the warrants, which was recorded in additional paid-in capital at issuance in the Condensed Consolidated Balance Sheets. The warrants could separately have a dilutive effect to the Company’s common stock to the extent that the market price per share of its common stock exceeds the strike price of the warrants. |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2023 | |
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 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. On September 22, 2020, the parties entered into a first 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 availability of funds under the Revolving Credit Facility can be subject to reduction in order to maintain compliance with the financial covenants under the A&R Credit Agreement. On March 29, 2023, the parties entered into a second amendment to the A&R Credit Agreement to remove and replace the interest rate benchmark based on the London interbank offered rate (“LIBOR”) and related LIBOR-based mechanics applicable to borrowings under the A&R Credit Agreement with an interest rate benchmark based on the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York (including a customary credit spread adjustment of 0.10% per annum) and related SOFR-based mechanics. The replacement of LIBOR did not, and the Company does not anticipate that it will, materially impact its liquidity or financial position. Following the second amendment to the A&R Credit Agreement, loans under the Revolving Credit Facility bear interest, at the Company’s option, at a rate equal to either (a) the Adjusted Term SOFR (as defined in the A&R Credit Agreement), 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) Adjusted Term SOFR for a one month tenor 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. 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 compliance with all covenants as of March 31, 2023. As of March 31, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, none of the conditional conversion features of the Notes were triggered, and therefore, the Notes are not convertible during the second quarter of 2023, commencing on April 1, 2023, and were not convertible during the first quarter of 2023, commencing on January 1, 2023, respectively. Accordingly, the Company classified the Notes as a long-term liability in its Condensed Consolidated Financial Statements as of both March 31, 2023 and December 31, 2022. Whether the Notes will be convertible following the second fiscal quarter of 2023 will depend on the satisfaction of the conversion conditions in the future. Under the original terms of the Indenture, upon conversion, the Company could satisfy its conversion obligation by paying or delivering cash, shares of its common stock, or a combination thereof, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. On December 13, 2021, the Company irrevocably elected to fix its settlement method to a combination of cash and shares of the Company’s common stock with the specified cash amount per $1,000 principal amount of Notes of at least $1,000. As a result, for Notes converted on or after December 13, 2021, a converting noteholder will receive (i) up to $1,000 in cash per $1,000 principal amount of Notes and (ii) cash and/or shares of the Company’s common stock, at the Company’s option for any conversion consideration in excess of $1,000. In addition, the Company continues to have the ability to set the specified cash amount per $1,000 principal amount of Notes above $1,000. 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 could 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, 2023, 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 of 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. The debt issuance costs associated with the Notes are being amortized to interest expense over the term of the Notes using an effective interest rate of 0.80%. As of March 31, 2023, the remaining life of the Notes and the related issuance cost accretion is approximately 2.5 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 5.9 million shares. As of March 31, 2023, the if-converted value of the Notes did not exceed the principal amount. The Notes consisted of the following balances reported in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022: March 31, December 31, (In thousands) Principal amount $ 575,000 $ 575,000 Unamortized debt issuance costs (7,658) (8,429) Convertible senior notes, net $ 567,342 $ 566,571 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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Contractual coupon interest $ 359 $ 359 Amortization of debt issuance costs $ 771 $ 764 Convertible Note Hedge and Warrant Transactions In connection with the issuance of the Notes in September 2020, 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. The convertible note hedge consists of an option for the Company to purchase up to approximately 5.9 million shares of the Company’s common stock, which is equal to the number of shares of the Company’s common stock underlying the Notes, at an initial strike price of approximately $97.32 per share. The convertible note hedge will expire upon the maturity of the Notes, if not earlier exercised or terminated. The cost of the convertible note hedge was approximately $100.6 million and was accounted for as an equity instrument, which was recorded in additional paid-in capital in the Condensed Consolidated Balance Sheets. The Company recorded a deferred tax asset of $25.8 million at issuance related to the convertible note hedge transaction. The convertible note hedge is expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes. Separately from the convertible note hedge, the Company entered into warrant transactions to sell to the option counterparties warrants to acquire, subject to customary anti-dilution adjustments, up to approximately 5.9 million shares of its common stock in the aggregate at an initial strike price of $141.56 per share. The warrants require net share or net cash settlement upon the Company’s election. The Company received aggregate proceeds of approximately $51.3 million for the issuance of the warrants, which was recorded in additional paid-in capital at issuance in the Condensed Consolidated Balance Sheets. The warrants could separately have a dilutive effect to the Company’s common stock to the extent that the market price per share of its common stock exceeds the strike price of the warrants. |
Lessor Leases
Lessor Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lessor Leases | Lessor Leases Sales-Type Leases The Company enters into multi-year, sales-type lease agreements, with the majority of such leases 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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Sales-type lease revenues $ 5,716 $ 6,505 Cost of sales-type lease revenues (2,662) (3,078) Selling profit on sales-type lease revenues $ 3,054 $ 3,427 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, 2023 and December 31, 2022: March 31, December 31, (In thousands) Net minimum lease payments to be received $ 50,356 $ 50,755 Less: Unearned interest income portion (6,559) (6,345) Net investment in sales-type leases 43,797 44,410 Less: Current portion (1) (11,053) (11,486) Long-term investment in sales-type leases, net $ 32,744 $ 32,924 _________________________________________________ (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 2023 $ 9,810 2024 10,710 2025 8,707 2026 7,073 2027 5,627 Thereafter 8,429 Total future minimum sales-type lease payments 50,356 Present value adjustment (6,559) Total net investment in sales-type leases $ 43,797 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 The following table represents the Company’s income recognized from operating leases for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Rental income $ 2,259 $ 2,472 |
Lessor Leases | Lessor Leases Sales-Type Leases The Company enters into multi-year, sales-type lease agreements, with the majority of such leases 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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Sales-type lease revenues $ 5,716 $ 6,505 Cost of sales-type lease revenues (2,662) (3,078) Selling profit on sales-type lease revenues $ 3,054 $ 3,427 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, 2023 and December 31, 2022: March 31, December 31, (In thousands) Net minimum lease payments to be received $ 50,356 $ 50,755 Less: Unearned interest income portion (6,559) (6,345) Net investment in sales-type leases 43,797 44,410 Less: Current portion (1) (11,053) (11,486) Long-term investment in sales-type leases, net $ 32,744 $ 32,924 _________________________________________________ (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 2023 $ 9,810 2024 10,710 2025 8,707 2026 7,073 2027 5,627 Thereafter 8,429 Total future minimum sales-type lease payments 50,356 Present value adjustment (6,559) Total net investment in sales-type leases $ 43,797 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 The following table represents the Company’s income recognized from operating leases for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Rental income $ 2,259 $ 2,472 |
Lessee Leases
Lessee Leases | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 $ 10,005 2024 12,223 2025 9,417 2026 8,794 2027 7,167 Thereafter 7,135 Total operating lease payments 54,741 Present value adjustment (7,011) Total operating lease liabilities (1) $ 47,730 _________________________________________________ (1) Amount consists of a current and long-term portion of operating lease liabilities of $10.9 million and $36.9 million, respectively. The current portion of the operating lease liabilities is included in accrued liabilities Operating lease costs were $3.0 million and $4.1 million for the three months ended March 31, 2023 and 2022, respectively. Short-term lease costs and variable lease costs were not material for the three months ended March 31, 2023 and 2022. During the three months ended March 31, 2023 and 2022, the Company recorded impairment and abandonment charges to operating lease right-of-use assets of $7.8 million and $1.8 million, respectively, in connection with restructuring activities to reduce its real estate footprint and for optimization of certain leased facilities. The impairment and abandonment charges were recorded to selling, general, and administrative expenses on the Company’s Condensed Consolidated Statements of Operations. Refer to Note 16, Restructuring Expenses, for additional information regarding the Company’s restructuring activities. The following table summarizes supplemental cash flow information related to the Company’s operating leases for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities $ 3,358 $ 4,193 Right-of-use assets obtained in exchange for new lease liabilities $ 189 $ 497 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, 2023 and December 31, 2022: March 31, December 31, Weighted-average remaining lease term, years 4.8 5.0 Weighted-average discount rate, % 5.7 % 5.7 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023, the Company had non-cancelable purchase commitments of $122.2 million, of which $110.0 million are expected to be paid within the year ending December 31, 2023. Ransomware Incident During the three months ended March 31, 2023, the Company did not incur any material expenses related to the previously disclosed ransomware incident. As of March 31, 2023, the Company has incurred $13.6 million of cumulative expenses related to the ransomware incident since it was detected, partially offset by $11.1 million of insurance recoveries, of which $9.6 million have been received as of March 31, 2023. Expenses included costs to investigate and remediate the ransomware incident, as well as legal and other professional services, all of which were expensed as incurred. 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, which was fully briefed, but the Court had not heard oral argument on the motion. The parties entered into a settlement agreement on January 25, 2022, (the “Settlement Agreement”). On February 1, 2022, the Court granted preliminary approval of the settlement. Following preliminary approval, plaintiff conducted discovery to identify class members and to determine the class size. Pursuant to the terms of the Settlement Agreement, and following class size discovery, the parties participated in non-binding mediation on November 21, 2022. A settlement was reached at the mediation and the parties executed an addendum to the Settlement Agreement (the “Addendum”) reflecting the changes to the original settlement terms. On November 30, 2022, the Court granted preliminary approval of the settlement contemplated by the Settlement Agreement, as amended by the Addendum. The Addendum required Omnicell to make a total settlement payment of $4.3 million. On April 6, 2023, the Court granted final approval of the settlement, including the Addendum, and entered judgment in the matter dismissing all claims against Omnicell with prejudice. The Company made its final required settlement payment installment on or before the April 21, 2023 due date. 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. Outside of the matter discussed above, the Company has not recorded any material accrual for contingent liabilities associated with its current legal proceedings based on its belief that any potential material loss, while reasonably possible, is not probable. Furthermore, any possible range of loss in these matters cannot be reasonably estimated at this time. The Company believes that it has valid defenses with respect to 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 legal proceedings or because of the diversion of management’s attention and the creation of significant expenses, regardless of outcome. The Company is not a party to any legal proceedings that management believes may have a material impact on the Company’s financial position or results of operations. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
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 36.8% and 26.4% for the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2023, the Company recognized a discrete income tax expense related to equity compensation of $1.6 million. For the three months ended March 31, 2022, the Company recognized a net discrete income tax benefit of $4.6 million, primarily due to a $4.4 million tax benefit from equity compensation. The 2023 annual effective tax rate before discrete items differed from the statutory rate of 21% primarily due to the favorable benefit of the research and development credits, state income taxes, and foreign-derived intangible income (“FDII”) deduction, partially offset by unfavorable impact of non-deductible compensation and equity charges, and Global Intangible Low-Taxed Income (“GILTI”) tax inclusion. The 2022 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 GILTI tax inclusion, partially offset by the favorable impact of research and development credits and an FDII deduction. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”), was signed into law and introduced a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022 and levies a 1% excise tax on net stock repurchases after December 31, 2022. These provisions did not have an impact on the Company’s provision for income taxes for the three months ended March 31, 2023. As of March 31, 2023 and December 31, 2022, the Company had gross unrecognized tax benefits of $9.7 million and $9.3 million, respectively. The Company recognizes interest and penalties related to uncertain tax positions in interest and other income (expense), net in the Condensed Consolidated Statements of Operations. Accrued interest and penalties are included within other long-term liabilities on the Condensed Consolidated Balance Sheets. As of both March 31, 2023 and December 31, 2022, the amount of accrued interest and penalties was $0.2 million. 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 examinations by taxing authorities, including major jurisdictions such as the United States, Germany, Italy, France, and the United Kingdom. With few exceptions, as of March 31, 2023, the Company was no longer subject to U.S., state, and foreign tax examinations for years before 2019, 2018, and 2018, respectively. Although the Company believes it has adequately provided for unrecognized tax benefits, 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, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Employee Benefits and Share-Based Compensation | Employee Benefits and Share-Based Compensation 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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Cost of product and service revenues $ 2,008 $ 2,244 Research and development 1,606 2,264 Selling, general, and administrative 10,428 11,700 Total share-based compensation expense $ 14,042 $ 16,208 During the three months ended March 31, 2023, the Company capitalized approximately $1.1 million of non-cash share-based compensation expense to internal-use and external-use software development costs related to internal labor. The Company did not capitalize any material share-based compensation expense to inventory during the three months ended March 31, 2023 and 2022, or any material share-based compensation expense to internal-use and external-use software development costs during the three months ended March 31, 2022. Employee Stock Purchase Plan (“ESPP”) The following assumptions were used to value shares under the ESPP for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Expected life, years 0.5 - 2.0 0.5 - 2.0 Expected volatility, % 31.7% - 63.9% 28.8% - 45.6% Risk-free interest rate, % 0.1% - 5.1% 0.1% - 1.5% Dividend yield, % — % — % For the three months ended March 31, 2023 and 2022, employees purchased approximately 209,000 and 175,000 shares of common stock, respectively, under the ESPP at a weighted-average price of $46.96 and $66.81, respectively. As of March 31, 2023, the unrecognized compensation cost related to the shares to be purchased under the ESPP was approximately $4.1 million and is expected to be recognized over a weighted-average period of 1.5 years. Stock Options The following assumptions were used to value stock options granted pursuant to the Company’s 2009 Equity Incentive Plan, as amended, (the “2009 Plan”) for the three months ended March 31, 2023. There were no stock options granted during the three months ended March 31, 2022. Three Months Ended March 31, 2023 Expected life, years 3.2 Expected volatility, % 44.8 % Risk-free interest rate, % 3.7 % Estimated forfeiture rate, % 10.0 % Dividend yield, % — % The following table summarizes the stock option activity under the 2009 Plan during the three months ended March 31, 2023: Number of Weighted-Average Weighted-Average Aggregate (In thousands, except per share data) Outstanding at December 31, 2022 2,434 $ 68.65 6.1 $ 7,887 Granted 200 55.60 Exercised (65) 35.74 Expired (12) 75.27 Forfeited (41) 80.43 Outstanding at March 31, 2023 2,516 $ 68.24 5.7 $ 13,054 Exercisable at March 31, 2023 1,899 $ 65.73 5.5 $ 12,440 Vested and expected to vest at March 31, 2023 and thereafter 2,466 $ 68.12 5.7 $ 12,986 The weighted-average fair value per share of options granted during the three months ended March 31, 2023 was $19.48. The intrinsic value of options exercised during the three months ended March 31, 2023 and 2022 was $1.3 million and $12.7 million, respectively. As of March 31, 2023, total unrecognized compensation cost related to unvested stock options was $16.2 million, which is expected to be recognized over a weighted-average vesting period of 1.3 years. Restricted Stock Units (“RSUs”) The following table summarizes the RSU activity under the 2009 Plan during the three months ended March 31, 2023: Number of Weighted-Average Weighted-Average Aggregate (In thousands, except per share data) Outstanding at December 31, 2022 1,117 $ 115.75 1.6 $ 56,297 Granted (Awarded) 74 55.41 Vested (Released) (63) 128.15 Forfeited (116) 117.91 Outstanding and unvested at March 31, 2023 1,012 $ 110.36 1.5 $ 59,372 As of March 31, 2023, total unrecognized compensation cost related to RSUs was $95.8 million, which is expected to be recognized over the remaining weighted-average vesting period of 2.9 years. Restricted Stock Awards (“RSAs”) The following table summarizes the RSA activity under the 2009 Plan during the three months ended March 31, 2023: Number of Weighted-Average (In thousands, except per share data) Outstanding at December 31, 2022 13 $ 109.39 Granted (Awarded) — — Vested (Released) — — Outstanding and unvested at March 31, 2023 13 $ 109.39 As of March 31, 2023, 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 Stock Unit Awards (“PSUs”) The following table summarizes the PSU activity under the 2009 Plan during the three months ended March 31, 2023: Number of Weighted-Average (In thousands, except per share data) Outstanding at December 31, 2022 135 $ 147.42 Granted — — Vested (10) 164.48 Forfeited (63) 153.89 Outstanding and unvested at March 31, 2023 62 $ 138.00 As of March 31, 2023, total unrecognized compensation cost related to PSUs was approximately $3.4 million, which is expected to be recognized over the remaining weighted-average vesting period of 0.8 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, 2023: Number of Shares (In thousands) Stock options outstanding 2,516 Non-vested restricted stock awards 1,087 Shares authorized for future issuance 1,433 ESPP shares available for future issuance 394 Total shares reserved for future issuance 5,430 Stock Repurchase Programs 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”). During the first quarter of 2022, the 2014 Repurchase Program was completed, and as of March 31, 2023, the maximum dollar value of shares that may yet be purchased under the 2016 Repurchase Program was $2.7 million. The 2016 Repurchase Program does not obligate the Company to repurchase any specific number of shares, and the Company may terminate or suspend the 2016 Repurchase Program at any time. |
Restructuring Expenses
Restructuring Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Expenses | Restructuring Expenses During the first quarter of 2022, the Company initiated certain domestic and international restructuring initiatives, in order to enhance and streamline certain engineering functions for its domestic operations, and to realign its international sales organization to better serve its customers in various international markets. During the three months ended March 31, 2022, the Company incurred $3.5 million of employee severance costs and related expenses in connection with this restructuring plan. As of March 31, 2023, there was no material unpaid balance related to this restructuring plan. On November 23, 2022, the Company committed to a plan to reduce the Company’s headcount (the “Plan”), as part of the Company’s expense containment efforts being implemented due to ongoing macroeconomic headwinds. During the first quarter of 2023, as a result of continued exploration of expense containment measures, the Company committed to further reduce its headcount across many of its functions, and also committed to reduce its real estate footprint to align with its broader hybrid work strategy and in an effort to further reduce costs. During the three months ended March 31, 2023, the Company incurred $5.3 million of employee severance costs and related expenses in connection with the Plan. As of March 31, 2023, the Company has incurred $22.8 million of cumulative restructuring expense related to employee severance costs and related expenses since the inception of the Plan. As of March 31, 2023 and December 31, 2022, the unpaid balance related to the Plan was $8.1 million and $18.2 million, respectively. Refer to Note 12, Lessee Leases , for information regarding the Company’s restructuring activities for the reduction of its real estate footprint and optimization of certain leased facilities. The following table summarizes the total employee-related restructuring expense recognized in the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Cost of product and service revenues $ 144 $ 156 Research and development 485 1,594 Selling, general, and administrative 4,685 1,777 Total restructuring expense $ 5,314 $ 3,527 |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022, and the results of operations, comprehensive income (loss), and cash flows for the three months ended March 31, 2023 and 2022. 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, 2022, filed with the SEC on March 1, 2023, except as discussed in the section entitled “Recently Adopted Authoritative Guidance” below. The Company’s results of operations, comprehensive income (loss), and cash flows for the three months ended March 31, 2023 are not necessarily indicative of results that may be expected for the year ending December 31, 2023, 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s Condensed Consolidated Financial Statements and accompanying Notes. These estimates are based on historical experience and various other assumptions that management believes 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, 2023, 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 October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The update addresses diversity in practice by requiring that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company adopted ASU 2021-08 beginning January 1, 2023 and will apply the guidance prospectively to acquisitions occurring on or after the adoption date. Recently Issued Authoritative Guidance There was no 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. |
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. Solutions in this category include, but are not limited to, XT Series automated dispensing systems and products related to the Central Pharmacy Dispensing Service and IV Compounding Service. 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, are designed to improve patient engagement and adherence to prescriptions. 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. Advanced 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 ® , Specialty Pharmacy Services, 340B solutions, Inventory Optimization Service, other software solutions, and services related to the Central Pharmacy Dispensing Service and IV Compounding Service. 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 Consumables Point in time, as transfer of control occurs, generally upon shipment to or receipt by customer Product Technical services Over time, as services are provided, typically ratably over the service term Service Advanced Services Over time, as services are provided Service |
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. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Consumables Point in time, as transfer of control occurs, generally upon shipment to or receipt by customer Product Technical services Over time, as services are provided, typically ratably over the service term Service Advanced 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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Connected devices, software licenses, and other $ 165,147 $ 208,078 Consumables 20,568 17,797 Technical services 53,357 49,169 Advanced Services 51,557 43,784 Total revenues $ 290,629 $ 318,828 |
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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) United States $ 255,943 $ 287,577 Rest of world (1) 34,686 31,251 Total revenues $ 290,629 $ 318,828 _________________________________________________ (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) $ 23,258 $ 25,763 Long-term unbilled receivables, net (2) 13,491 14,744 Total contract assets $ 36,749 $ 40,507 Short-term deferred revenues, net $ 143,298 $ 118,947 Long-term deferred revenues 42,438 37,385 Total contract liabilities $ 185,736 $ 156,332 _________________________________________________ (1) Included in accounts receivable and unbilled receivables in the Condensed Consolidated Balance Sheets. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The basic and diluted net income (loss) per share calculations for the three months ended March 31, 2023 and 2022 were as follows: Three Months Ended March 31, 2023 2022 (In thousands, except per share data) Net income (loss) $ (15,000) $ 8,213 Weighted-average shares outstanding – basic 44,887 44,249 Effect of dilutive securities from stock award plans — 1,646 Effect of convertible senior notes — 1,918 Effect of warrants — 105 Weighted-average shares outstanding – diluted 44,887 47,918 Net income (loss) per share – basic $ (0.33) $ 0.19 Net income (loss) per share – diluted $ (0.33) $ 0.17 Anti-dilutive weighted-average shares related to stock award plans 3,634 336 Anti-dilutive weighted-average shares related to convertible senior notes and warrants 11,816 — |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash and Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table reflects the Company’s cash equivalents and restricted cash equivalents, which consisted of money market funds held in sweep and asset management accounts: March 31, December 31, (In thousands) Cash equivalents (1) $ 321,230 $ 300,969 Restricted cash equivalents (2) 13,873 — Total cash equivalents and restricted cash equivalents $ 335,103 $ 300,969 _________________________________________________ (1) Included in cash and cash equivalents in the Condensed Consolidated Balance Sheets. |
Schedule of Restricted Cash Equivalents | The following table reflects the Company’s cash equivalents and restricted cash equivalents, which consisted of money market funds held in sweep and asset management accounts: March 31, December 31, (In thousands) Cash equivalents (1) $ 321,230 $ 300,969 Restricted cash equivalents (2) 13,873 — Total cash equivalents and restricted cash equivalents $ 335,103 $ 300,969 _________________________________________________ (1) Included in cash and cash equivalents in the Condensed Consolidated Balance Sheets. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance sheet details as of March 31, 2023 and December 31, 2022 are presented in the tables below: March 31, December 31, (In thousands) Inventories: Raw materials $ 67,154 $ 75,854 Work in process 10,772 9,280 Finished goods 63,230 62,415 Total inventories $ 141,156 $ 147,549 Other current assets: Funds held for customers, including restricted cash (1) $ 83,172 $ 56,703 Net investment in sales-type leases, current portion 11,053 11,486 Prepaid income taxes 112 1,702 Other current assets 9,027 7,471 Total other current assets $ 103,364 $ 77,362 Other long-term assets: External-use software development costs, net $ 77,114 $ 80,760 Unbilled receivables, net 13,491 14,744 Deferred debt issuance costs 1,784 2,058 Other long-term assets 8,080 7,455 Total other long-term assets $ 100,469 $ 105,017 Accrued liabilities: Operating lease liabilities, current portion $ 10,875 $ 10,761 Customer fund liabilities 83,172 56,703 Advance payments from customers 11,753 11,556 Rebate liabilities 47,432 42,802 Group purchasing organization fees 5,790 7,723 Taxes payable 9,549 9,642 Other accrued liabilities 30,408 33,468 Total accrued liabilities $ 198,979 $ 172,655 _________________________________________________ (1) Includes restricted cash of $15.6 million and $22.5 million as of March 31, 2023 and December 31, 2022, respectively. |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated balances of other comprehensive income (loss), which consisted of foreign currency translation adjustments, for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Beginning balance $ (17,087) $ (8,407) Other comprehensive income (loss) 1,479 (2,555) Ending balance $ (15,608) $ (10,962) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Balances | The following table represents the property and equipment balances as of March 31, 2023 and December 31, 2022: March 31, December 31, (In thousands) Equipment $ 94,546 $ 91,391 Furniture and fixtures 4,989 5,154 Leasehold improvements 18,828 19,510 Purchased software and internal-use software development costs 85,283 76,327 Construction in progress 26,861 28,223 Property and equipment, gross 230,507 220,605 Accumulated depreciation and amortization (132,134) (126,644) Total property and equipment, net $ 98,373 $ 93,961 |
Summary of Geographic Information for Property and Equipment, Net | The following table summarizes the geographic information for property and equipment, net, as of March 31, 2023 and December 31, 2022: March 31, December 31, (In thousands) United States $ 94,472 $ 89,989 Rest of world (1) 3,901 3,972 Total property and equipment, net $ 98,373 $ 93,961 _________________________________________________ (1) No individual country represented more than 10% of total property and equipment, net. |
External-Use Software Develop_2
External-Use Software Development Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Research and Development [Abstract] | |
Schedule of Capitalized Computer Software | The carrying amounts of external-use software development costs as of March 31, 2023 and December 31, 2022 were as follows: March 31, December 31, (In thousands) Gross carrying amount $ 228,766 $ 225,004 Accumulated amortization (151,652) (144,244) External-use software development costs, net (1) $ 77,114 $ 80,760 _________________________________________________ (1) Included in other long-term assets in the Condensed Consolidated Balance Sheets. |
Schedule of Future Amortization Expenses For Capitalized Software Development Costs | The estimated future amortization expenses for external-use software development costs were as follows: March 31, (In thousands) Remaining nine months of 2023 $ 21,435 2024 23,544 2025 16,156 2026 10,617 2027 4,662 Thereafter 700 Total $ 77,114 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The following table represents changes in the carrying amount of goodwill: (In thousands) Balance as of December 31, 2022 $ 734,274 Foreign currency exchange rate fluctuations 621 Balance as of March 31, 2023 $ 734,895 |
Carrying Amounts and Useful Lives of Intangible Assets | The carrying amounts and useful lives of intangible assets as of March 31, 2023 and December 31, 2022 were as follows: March 31, 2023 Gross carrying Accumulated Foreign currency exchange Net carrying Useful life (In thousands, except for years) Customer relationships $ 311,089 $ (104,149) $ (1,432) $ 205,508 4 - 30 Acquired technology 92,066 (67,033) — 25,033 4 - 20 Backlog 1,800 (1,125) — 675 2 Trade names 9,200 (6,895) — 2,305 5 - 12 Patents 2,430 (1,362) — 1,068 2 - 20 Non-compete agreements 600 (500) — 100 3 Total intangibles assets, net $ 417,185 $ (181,064) $ (1,432) $ 234,689 December 31, 2022 Gross carrying Accumulated Foreign currency exchange Net carrying Useful life (In thousands, except for years) Customer relationships $ 311,089 $ (99,177) $ (1,514) $ 210,398 4 - 30 Acquired technology 92,066 (64,299) — 27,767 4 - 20 Backlog 1,800 (900) — 900 2 Trade names 9,200 (6,633) — 2,567 5 - 12 Patents 2,430 (1,306) — 1,124 2 - 20 Non-compete agreements 600 (450) — 150 3 Total intangibles assets, net $ 417,185 $ (172,765) $ (1,514) $ 242,906 |
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 2023 $ 23,238 2024 23,059 2025 21,043 2026 18,065 2027 16,796 Thereafter 132,488 Total $ 234,689 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Debt Balances | The Notes consisted of the following balances reported in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022: March 31, December 31, (In thousands) Principal amount $ 575,000 $ 575,000 Unamortized debt issuance costs (7,658) (8,429) Convertible senior notes, net $ 567,342 $ 566,571 |
Summary of 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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Contractual coupon interest $ 359 $ 359 Amortization of debt issuance costs $ 771 $ 764 |
Lessor Leases (Tables)
Lessor Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Sales-type lease revenues $ 5,716 $ 6,505 Cost of sales-type lease revenues (2,662) (3,078) Selling profit on sales-type lease revenues $ 3,054 $ 3,427 |
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, 2023 and December 31, 2022: March 31, December 31, (In thousands) Net minimum lease payments to be received $ 50,356 $ 50,755 Less: Unearned interest income portion (6,559) (6,345) Net investment in sales-type leases 43,797 44,410 Less: Current portion (1) (11,053) (11,486) Long-term investment in sales-type leases, net $ 32,744 $ 32,924 _________________________________________________ (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 2023 $ 9,810 2024 10,710 2025 8,707 2026 7,073 2027 5,627 Thereafter 8,429 Total future minimum sales-type lease payments 50,356 Present value adjustment (6,559) Total net investment in sales-type leases $ 43,797 |
Income Recognized from Operating Leases | The following table represents the Company’s income recognized from operating leases for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Rental income $ 2,259 $ 2,472 |
Lessee Leases (Tables)
Lessee Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 $ 10,005 2024 12,223 2025 9,417 2026 8,794 2027 7,167 Thereafter 7,135 Total operating lease payments 54,741 Present value adjustment (7,011) Total operating lease liabilities (1) $ 47,730 _________________________________________________ (1) Amount consists of a current and long-term portion of operating lease liabilities of $10.9 million and $36.9 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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities $ 3,358 $ 4,193 Right-of-use assets obtained in exchange for new lease liabilities $ 189 $ 497 |
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, 2023 and December 31, 2022: March 31, December 31, Weighted-average remaining lease term, years 4.8 5.0 Weighted-average discount rate, % 5.7 % 5.7 % |
Employee Benefits and Share-B_2
Employee Benefits and Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Cost of product and service revenues $ 2,008 $ 2,244 Research and development 1,606 2,264 Selling, general, and administrative 10,428 11,700 Total share-based compensation expense $ 14,042 $ 16,208 |
Assumptions Used to Value ESPP Shares | The following assumptions were used to value shares under the ESPP for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Expected life, years 0.5 - 2.0 0.5 - 2.0 Expected volatility, % 31.7% - 63.9% 28.8% - 45.6% Risk-free interest rate, % 0.1% - 5.1% 0.1% - 1.5% Dividend yield, % — % — % |
Assumptions Used to Value Stock Options Granted | The following assumptions were used to value stock options granted pursuant to the Company’s 2009 Equity Incentive Plan, as amended, (the “2009 Plan”) for the three months ended March 31, 2023. There were no stock options granted during the three months ended March 31, 2022. Three Months Ended March 31, 2023 Expected life, years 3.2 Expected volatility, % 44.8 % Risk-free interest rate, % 3.7 % Estimated forfeiture rate, % 10.0 % Dividend yield, % — % |
Summary of Share Option Activity | The following table summarizes the stock option activity under the 2009 Plan during the three months ended March 31, 2023: Number of Weighted-Average Weighted-Average Aggregate (In thousands, except per share data) Outstanding at December 31, 2022 2,434 $ 68.65 6.1 $ 7,887 Granted 200 55.60 Exercised (65) 35.74 Expired (12) 75.27 Forfeited (41) 80.43 Outstanding at March 31, 2023 2,516 $ 68.24 5.7 $ 13,054 Exercisable at March 31, 2023 1,899 $ 65.73 5.5 $ 12,440 Vested and expected to vest at March 31, 2023 and thereafter 2,466 $ 68.12 5.7 $ 12,986 |
Summary of Restricted Stock Unit Activity | The following table summarizes the RSU activity under the 2009 Plan during the three months ended March 31, 2023: Number of Weighted-Average Weighted-Average Aggregate (In thousands, except per share data) Outstanding at December 31, 2022 1,117 $ 115.75 1.6 $ 56,297 Granted (Awarded) 74 55.41 Vested (Released) (63) 128.15 Forfeited (116) 117.91 Outstanding and unvested at March 31, 2023 1,012 $ 110.36 1.5 $ 59,372 |
Summary of Restricted Stock Awards Activity | The following table summarizes the RSA activity under the 2009 Plan during the three months ended March 31, 2023: Number of Weighted-Average (In thousands, except per share data) Outstanding at December 31, 2022 13 $ 109.39 Granted (Awarded) — — Vested (Released) — — Outstanding and unvested at March 31, 2023 13 $ 109.39 |
Summary of Performance-Based Restricted Stock Activity | The following table summarizes the PSU activity under the 2009 Plan during the three months ended March 31, 2023: Number of Weighted-Average (In thousands, except per share data) Outstanding at December 31, 2022 135 $ 147.42 Granted — — Vested (10) 164.48 Forfeited (63) 153.89 Outstanding and unvested at March 31, 2023 62 $ 138.00 |
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, 2023: Number of Shares (In thousands) Stock options outstanding 2,516 Non-vested restricted stock awards 1,087 Shares authorized for future issuance 1,433 ESPP shares available for future issuance 394 Total shares reserved for future issuance 5,430 |
Restructuring Expenses (Tables)
Restructuring Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Total Restructuring Expense Recognized in the Condensed Consolidated Statements of Operations | The following table summarizes the total employee-related restructuring expense recognized in the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (In thousands) Cost of product and service revenues $ 144 $ 156 Research and development 485 1,594 Selling, general, and administrative 4,685 1,777 Total restructuring expense $ 5,314 $ 3,527 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue Recognition [Abstract] | |||
Fees to GPOs | $ 3,100 | $ 4,500 | |
Short-term deferred revenues, net | 143,298 | $ 118,947 | |
Deferred cost of sales | 15,600 | 15,800 | |
Deferred revenues recognized | 55,500 | ||
Short-term deferred revenues, gross | 134,700 | ||
Long-term deferred revenues | $ 42,438 | $ 37,385 | |
Deferred revenue, period | 10 years | ||
Remaining performance obligation | $ 199,200 | ||
Remaining performance obligation, excluding contract with customer, period | 10 years |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues by Revenue Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from External Customer [Line Items] | ||
Revenues | $ 290,629 | $ 318,828 |
Connected devices, software licenses, and other | ||
Revenue from External Customer [Line Items] | ||
Revenues | 165,147 | 208,078 |
Consumables | ||
Revenue from External Customer [Line Items] | ||
Revenues | 20,568 | 17,797 |
Technical services | ||
Revenue from External Customer [Line Items] | ||
Revenues | 53,357 | 49,169 |
Advanced Services | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 51,557 | $ 43,784 |
Revenues - Disaggregation of _2
Revenues - Disaggregation of Revenues by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from External Customer [Line Items] | ||
Revenues | $ 290,629 | $ 318,828 |
United States | ||
Revenue from External Customer [Line Items] | ||
Revenues | 255,943 | 287,577 |
Rest of world | ||
Revenue from External Customer [Line Items] | ||
Revenues | $ 34,686 | $ 31,251 |
Revenues - Contract Asset and L
Revenues - Contract Asset and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue Recognition [Abstract] | ||
Short-term unbilled receivables, net | $ 23,258 | $ 25,763 |
Long-term unbilled receivables, net | 13,491 | 14,744 |
Total contract assets | 36,749 | 40,507 |
Short-term deferred revenues, net | 143,298 | 118,947 |
Long-term deferred revenues | 42,438 | 37,385 |
Total contract liabilities | $ 185,736 | $ 156,332 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income (loss) | $ (15,000) | $ 8,213 |
Weighted-average shares outstanding – basic (in shares) | 44,887 | 44,249 |
Weighted-average shares outstanding — diluted (in shares) | 44,887 | 47,918 |
Net income (loss) per share – basic (in dollars per share) | $ (0.33) | $ 0.19 |
Net income (loss) per share – diluted (in dollars per share) | $ (0.33) | $ 0.17 |
Restricted Stock Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of dilutive securities (in shares) | 0 | 1,646 |
Anti-dilutive weighted-average shares (in shares) | 3,634 | 336 |
Convertible Senior Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of dilutive securities (in shares) | 0 | 1,918 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of dilutive securities (in shares) | 0 | 105 |
Convertible Senior Notes and Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive weighted-average shares (in shares) | 11,816 | 0 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash and Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | $ 340,413 | $ 330,362 | $ 265,008 |
Restricted cash | 15,590 | 22,500 | $ 23,353 |
Convertible Senior Notes | Convertible Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of long-term debt | 528,400 | 501,400 | |
Long-term debt | $ 567,342 | $ 566,571 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash and Fair Value of Financial Instruments - Schedule of Cash Equivalents and Restricted Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Cash equivalents | $ 321,230 | $ 300,969 |
Restricted cash equivalents | 13,873 | 0 |
Total cash equivalents and restricted cash equivalents | $ 335,103 | $ 300,969 |
Balance Sheet Components - Bala
Balance Sheet Components - Balance Sheet Components (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Inventories: | |||
Raw materials | $ 67,154 | $ 75,854 | |
Work in process | 10,772 | 9,280 | |
Finished goods | 63,230 | 62,415 | |
Total inventories | $ 141,156 | $ 147,549 | |
Other current assets: | |||
Restricted Cash, Statement of Financial Position [Extensible Enumeration] | Total other current assets | Total other current assets | |
Funds held for customers, including restricted cash | $ 83,172 | $ 56,703 | |
Net investment in sales-type leases, current portion | 11,053 | 11,486 | |
Prepaid income taxes | 112 | 1,702 | |
Other current assets | 9,027 | 7,471 | |
Total other current assets | 103,364 | 77,362 | |
Other long-term assets: | |||
External-use software development costs, net | 77,114 | 80,760 | |
Unbilled receivables, net | 13,491 | 14,744 | |
Deferred debt issuance costs | 1,784 | 2,058 | |
Other long-term assets | 8,080 | 7,455 | |
Total other long-term assets | $ 100,469 | $ 105,017 | |
Accrued liabilities: | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued liabilities | Total accrued liabilities | |
Operating lease liabilities, current portion | $ 10,875 | $ 10,761 | |
Customer fund liabilities | 83,172 | 56,703 | |
Advance payments from customers | 11,753 | 11,556 | |
Rebate liabilities | 47,432 | 42,802 | |
Group purchasing organization fees | 5,790 | 7,723 | |
Taxes payable | 9,549 | 9,642 | |
Other accrued liabilities | 30,408 | 33,468 | |
Total accrued liabilities | 198,979 | 172,655 | |
Restricted cash | $ 15,590 | $ 22,500 | $ 23,353 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 1,130,137 | $ 1,146,689 |
Other comprehensive income (loss) | 1,479 | (2,555) |
Balance at end of period | 1,142,541 | 1,074,741 |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (17,087) | (8,407) |
Other comprehensive income (loss) | 1,479 | (2,555) |
Balance at end of period | $ (15,608) | $ (10,962) |
Property and Equipment - Proper
Property and Equipment - Property, Plant and Equipment Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 230,507 | $ 220,605 |
Accumulated depreciation and amortization | (132,134) | (126,644) |
Total property and equipment, net | 98,373 | 93,961 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 94,546 | 91,391 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,989 | 5,154 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,828 | 19,510 |
Purchased software and internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 85,283 | 76,327 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 26,861 | $ 28,223 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 6.3 | $ 5.3 |
Property and Equipment - Summar
Property and Equipment - Summary of Geographic Information for Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 98,373 | $ 93,961 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 94,472 | 89,989 |
Rest of world | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 3,901 | $ 3,972 |
External-Use Software Develop_3
External-Use Software Development Costs - Schedule of Capitalized Computer Software (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Research and Development [Abstract] | ||
Gross carrying amount | $ 228,766 | $ 225,004 |
Accumulated amortization | (151,652) | (144,244) |
Capitalized software development costs for external use, net | $ 77,114 | $ 80,760 |
External-Use Software Develop_4
External-Use Software Development Costs - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Research and Development [Abstract] | ||
Amortization of capitalized software development costs | $ 7.4 | $ 6.7 |
External-Use Software Develop_5
External-Use Software Development Costs - Schedule of Future Amortization Expenses For Capitalized Software Development Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Research and Development [Abstract] | ||
Remaining nine months of 2023 | $ 21,435 | |
2024 | 23,544 | |
2025 | 16,156 | |
2026 | 10,617 | |
2027 | 4,662 | |
Thereafter | 700 | |
Capitalized software development costs for external use, net | $ 77,114 | $ 80,760 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 734,274 |
Foreign currency exchange rate fluctuations | 621 |
Balance at end of period | $ 734,895 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Carrying Amounts and Useful Lives of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 417,185 | $ 417,185 |
Accumulated amortization | (181,064) | (172,765) |
Foreign currency exchange rate fluctuations | (1,432) | (1,514) |
Net carrying amount | 234,689 | 242,906 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 311,089 | 311,089 |
Accumulated amortization | (104,149) | (99,177) |
Foreign currency exchange rate fluctuations | (1,432) | (1,514) |
Net carrying amount | $ 205,508 | $ 210,398 |
Customer relationships | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 4 years | 4 years |
Customer relationships | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 30 years | 30 years |
Acquired technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 92,066 | $ 92,066 |
Accumulated amortization | (67,033) | (64,299) |
Foreign currency exchange rate fluctuations | 0 | 0 |
Net carrying amount | $ 25,033 | $ 27,767 |
Acquired technology | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 4 years | 4 years |
Acquired technology | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 20 years | 20 years |
Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,800 | $ 1,800 |
Accumulated amortization | (1,125) | (900) |
Foreign currency exchange rate fluctuations | 0 | 0 |
Net carrying amount | $ 675 | $ 900 |
Useful life | 2 years | 2 years |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 9,200 | $ 9,200 |
Accumulated amortization | (6,895) | (6,633) |
Foreign currency exchange rate fluctuations | 0 | 0 |
Net carrying amount | $ 2,305 | $ 2,567 |
Trade names | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 5 years | 5 years |
Trade names | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 12 years | 12 years |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,430 | $ 2,430 |
Accumulated amortization | (1,362) | (1,306) |
Foreign currency exchange rate fluctuations | 0 | 0 |
Net carrying amount | $ 1,068 | $ 1,124 |
Patents | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 2 years | 2 years |
Patents | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 20 years | 20 years |
Non-compete agreements | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 600 | $ 600 |
Accumulated amortization | (500) | (450) |
Foreign currency exchange rate fluctuations | 0 | 0 |
Net carrying amount | $ 100 | $ 150 |
Useful life | 3 years | 3 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense of intangible assets | $ 8.3 | $ 9.1 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining nine months of 2023 | $ 23,238 | |
2024 | 23,059 | |
2025 | 21,043 | |
2026 | 18,065 | |
2027 | 16,796 | |
Thereafter | 132,488 | |
Net carrying amount | $ 234,689 | $ 242,906 |
Debt and Credit Agreement (Deta
Debt and Credit Agreement (Details) - Line of Credit | Mar. 29, 2023 | Nov. 15, 2019 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 22, 2020 |
Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Minimum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee rate on undrawn commitments | 0.15% | ||||
Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Maximum | |||||
Debt Instrument [Line Items] | |||||
Commitment fee rate on undrawn commitments | 0.30% | ||||
Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Spread on variable interest rate | 0.10% | ||||
Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Applicable Margin | Minimum | |||||
Debt Instrument [Line Items] | |||||
Spread on variable interest rate | 1.25% | ||||
Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Applicable Margin | Maximum | |||||
Debt Instrument [Line Items] | |||||
Spread on variable interest rate | 2% | ||||
Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | Federal Funds | |||||
Debt Instrument [Line Items] | |||||
Spread on variable interest rate | 0.50% | ||||
Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | One Month Adjusted Term Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Spread on variable interest rate | 1% | ||||
Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | One Month Secured Overnight Financing Rate (SOFR) Applicable Margin | Minimum | |||||
Debt Instrument [Line Items] | |||||
Spread on variable interest rate | 0.25% | ||||
Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | One Month Secured Overnight Financing Rate (SOFR) Applicable Margin | Maximum | |||||
Debt Instrument [Line Items] | |||||
Spread on variable interest rate | 1% | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Long-term line of credit | $ 0 | $ 0 | |||
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 | ||||
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 | ||||
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 | ||||
Incremental Loan Facility | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 250,000,000 | ||||
Letter of Credit | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 15,000,000 | ||||
Swing Line Loan | Wells Fargo Securities, Citizens Bank and JP Morgan Chase Bank | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) | 3 Months Ended | ||
Sep. 25, 2020 USD ($) day $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
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 | ||
Warrants | |||
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 | |||
Debt Instrument [Line Items] | |||
Debt instrument, convertible, principal amount of notes, minimum | $ 1,000 | ||
Debt instrument, convertible, maximum cash | 1,000 | ||
Debt instrument, convertible, consideration in excess, amount | 1,000 | ||
Convertible Senior Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Interest rate | 0.25% | ||
Principal amount | $ 575,000,000 | $ 575,000,000 | $ 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% | ||
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 | ||
Effective interest rate | 0.80% | ||
Remaining life of debt discount and issuance cost accretion | 2 years 6 months | ||
Maximum number of shares issuable upon conversion (in shares) | shares | 5,900,000 | ||
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% | ||
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% |
Convertible Senior Notes - Conv
Convertible Senior Notes - Convertible Debt Balances (Details) - Convertible Debt - Convertible Senior Notes - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 25, 2020 |
Debt Instrument [Line Items] | |||
Principal amount | $ 575,000,000 | $ 575,000,000 | $ 575,000,000 |
Unamortized debt issuance costs | (7,658,000) | (8,429,000) | |
Convertible senior notes, net | $ 567,342,000 | $ 566,571,000 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $ 1,045 | $ 1,038 |
Convertible Senior Notes | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Contractual coupon interest | 359 | 359 |
Amortization of debt issuance costs | $ 771 | $ 764 |
Lessor Leases - Narrative (Deta
Lessor Leases - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Lease Receivable | Customer Concentration Risk | U.S. Government Hospitals | |
Lessor, Lease, Description [Line Items] | |
Concentration risk percentage | 31% |
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, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Sales-type lease revenues | $ 5,716 | $ 6,505 |
Cost of sales-type lease revenues | (2,662) | (3,078) |
Selling profit on sales-type lease revenues | $ 3,054 | $ 3,427 |
Lessor Leases - Components of S
Lessor Leases - Components of Sales-Type Lease Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Net minimum lease payments to be received | $ 50,356 | $ 50,755 |
Less: Unearned interest income portion | (6,559) | (6,345) |
Net investment in sales-type leases | 43,797 | 44,410 |
Less: Current portion | (11,053) | (11,486) |
Long-term investment in sales-type leases, net | $ 32,744 | $ 32,924 |
Lessor Leases - Maturity Schedu
Lessor Leases - Maturity Schedule of Future Minimum Lease Payments under Sales-Type Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remaining nine months of 2023 | $ 9,810 | |
2024 | 10,710 | |
2025 | 8,707 | |
2026 | 7,073 | |
2027 | 5,627 | |
Thereafter | 8,429 | |
Net minimum lease payments to be received | 50,356 | $ 50,755 |
Present value adjustment | (6,559) | $ (6,345) |
Total net investment in sales-type leases | $ 43,797 |
Lessor Leases - Income Recogn_2
Lessor Leases - Income Recognized from Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Rental income | $ 2,259 | $ 2,472 |
Lessee Leases - Narrative (Deta
Lessee Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | $ 3,000 | $ 4,100 |
Impairment and abandonment of operating lease right-of-use assets related to facilities | $ 7,815 | $ 1,753 |
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, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remaining nine months of 2023 | $ 10,005 | |
2024 | 12,223 | |
2025 | 9,417 | |
2026 | 8,794 | |
2027 | 7,167 | |
Thereafter | 7,135 | |
Total operating lease payments | 54,741 | |
Present value adjustment | (7,011) | |
Total operating lease liabilities | 47,730 | |
Current portion of operating lease liabilities | 10,875 | $ 10,761 |
Long-term portion of operating lease liabilities | $ 36,855 | $ 39,405 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | 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, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 3,358 | $ 4,193 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 189 | $ 497 |
Lessee Leases - Weighted-Averag
Lessee Leases - Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate (Details) | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term | 4 years 9 months 18 days | 5 years |
Weighted-average discount rate | 5.70% | 5.70% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Apr. 21, 2023 | Mar. 31, 2023 |
Subsequent Event [Line Items] | ||
Non-cancelable purchase commitments | $ 122.2 | |
Non-cancelable purchase commitments expected to be paid within the year | 110 | |
Loss contingency, expense incurred to date | 13.6 | |
Loss contingency, cumulative expected insurance recoveries | 11.1 | |
Loss contingency, cumulative insurance recoveries received | $ 9.6 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Payments for legal settlements | $ 4.3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Annual effective tax rate | 36.80% | 26.40% | |
Discrete income tax expense (benefit) | $ 1.6 | $ (4.4) | |
Net discrete income tax benefit | $ 4.6 | ||
Unrecognized tax benefits | 9.7 | $ 9.3 | |
Accrued interest and penalties | $ 0.2 | $ 0.2 |
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, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 14,042 | $ 16,208 |
Cost of product and service revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 2,008 | 2,244 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | 1,606 | 2,264 |
Selling, general, and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 10,428 | $ 11,700 |
Employee Benefits and Share-B_4
Employee Benefits and Share-Based Compensation - Assumptions Used to Value ESPP Shares (Details) - ESPP shares available for future issuance - 1997 Plan | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility (minimum) | 31.70% | 28.80% |
Expected volatility (maximum) | 63.90% | 45.60% |
Risk-free interest rate (minimum) | 0.10% | 0.10% |
Risk-free interest rate (maximum) | 5.10% | 1.50% |
Dividend yield | 0% | 0% |
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_5
Employee Benefits and Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Aug. 02, 2016 | Nov. 04, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based payment arrangement, amount capitalized | $ 1,100,000 | |||
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 (up to) | $ 50,000,000 | |||
Remaining value of shares authorized for repurchase under stock repurchase programs | $ 2,700,000 | |||
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 (up to) | $ 50,000,000 | |||
2016 and 2014 Share Repurchase Programs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares repurchased (in shares) | 0 | 389,300 | ||
Average price of repurchased shares (in dollars per share) | $ 134.11 | |||
Aggregate purchase price of treasury stock | $ 52,200,000 | |||
1997 Plan | ESPP shares available for future issuance | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares purchased under ESPP (in shares) | 209,000 | 175,000 | ||
Weighted-average price of shares purchased (in dollars per share) | $ 46.96 | $ 66.81 | ||
Unrecognized compensation cost | $ 4,100,000 | |||
Weighted average period of compensation cost not yet recognized | 1 year 6 months | |||
2009 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted (in shares) | 200,000 | 0 | ||
Weighted-average fair value of options granted (in dollars per share) | $ 19.48 | |||
Intrinsic value of options exercised | $ 1,300,000 | $ 12,700,000 | ||
Unrecognized compensation cost of unvested stock options | $ 16,200,000 | |||
2009 Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period of compensation cost not yet recognized | 1 year 3 months 18 days | |||
2009 Plan | RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period of compensation cost not yet recognized | 2 years 10 months 24 days | |||
Unrecognized compensation cost | $ 95,800,000 | |||
2009 Plan | RSAs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period of compensation cost not yet recognized | 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 | 9 months 18 days | |||
Unrecognized compensation cost | $ 3,400,000 |
Employee Benefits and Share-B_6
Employee Benefits and Share-Based Compensation - Assumptions Used to Value Stock Options Granted (Details) - Stock Options | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life | 3 years 2 months 12 days |
Expected volatility | 44.80% |
Risk-free interest rate | 3.70% |
Estimated forfeiture rate | 10% |
Dividend yield | 0% |
Employee Benefits and Share-B_7
Employee Benefits and Share-Based Compensation - Summary of Share Option Activity (Details) - 2009 Plan - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Number of Shares | |||
Outstanding at beginning of period (in shares) | 2,434,000 | ||
Granted (in shares) | 200,000 | 0 | |
Exercised (in shares) | (65,000) | ||
Expired (in shares) | (12,000) | ||
Forfeited (in shares) | (41,000) | ||
Outstanding at end of period (in shares) | 2,516,000 | 2,434,000 | |
Exercisable at end of period (in shares) | 1,899,000 | ||
Vested and expected to vest at end of period (in shares) | 2,466,000 | ||
Weighted-Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 68.65 | ||
Granted (in dollars per share) | 55.60 | ||
Exercised (in dollars per share) | 35.74 | ||
Expired (in dollars per share) | 75.27 | ||
Forfeited (in dollars per share) | 80.43 | ||
Outstanding at end of period (in dollars per share) | 68.24 | $ 68.65 | |
Exercisable at end of period (in dollars per share) | 65.73 | ||
Vested and expected to vest at end of period (in dollars per share) | $ 68.12 | ||
Weighted-Average Remaining Years | |||
Outstanding | 5 years 8 months 12 days | 6 years 1 month 6 days | |
Exercisable | 5 years 6 months | ||
Vested and expected to vest | 5 years 8 months 12 days | ||
Aggregate Intrinsic Value | |||
Outstanding | $ 13,054 | $ 7,887 | |
Exercisable | 12,440 | ||
Vested and expected to vest | $ 12,986 |
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, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 1,117 | |
Granted (Awarded) (in shares) | 74 | |
Vested (Released) (in shares) | (63) | |
Forfeited (in shares) | (116) | |
Outstanding and unvested at end of period (in shares) | 1,012 | 1,117 |
Weighted-Average Grant Date Fair Value | ||
Outstanding at beginning of period (in dollars per share) | $ 115.75 | |
Granted (Awarded) (in dollars per share) | 55.41 | |
Vested (Released) (in dollars per share) | 128.15 | |
Forfeited (in dollars per share) | 117.91 | |
Outstanding and unvested at end of period (in dollars per share) | $ 110.36 | $ 115.75 |
Weighted-Average Remaining Years | ||
Outstanding and unvested | 1 year 6 months | 1 year 7 months 6 days |
Aggregate Intrinsic Value | ||
Outstanding and unvested | $ 59,372 | $ 56,297 |
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, 2023 $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 13 |
Granted (Awarded) (in shares) | shares | 0 |
Vested (Released) (in shares) | shares | 0 |
Outstanding and unvested at end of period (in shares) | shares | 13 |
Weighted-Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 109.39 |
Granted (Awarded) (in dollars per share) | $ / shares | 0 |
Vested (Released) (in dollars per share) | $ / shares | 0 |
Outstanding and unvested at end of period (in dollars per share) | $ / shares | $ 109.39 |
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, 2023 $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 135 |
Granted (Awarded) (in shares) | shares | 0 |
Vested (Released) (in shares) | shares | (10) |
Forfeited (in shares) | shares | (63) |
Outstanding and unvested at end of period (in shares) | shares | 62 |
Weighted-Average Grant Date Fair Value | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 147.42 |
Granted (Awarded) (in dollars per share) | $ / shares | 0 |
Vested (Released) (in dollars per share) | $ / shares | 164.48 |
Forfeited (in dollars per share) | $ / shares | 153.89 |
Outstanding and unvested at end of period (in dollars per share) | $ / shares | $ 138 |
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, 2023 shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 5,430 |
Stock options outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 2,516 |
Non-vested restricted stock awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 1,087 |
Shares authorized for future issuance | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 1,433 |
ESPP shares available for future issuance | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares reserved for future issuance (in shares) | 394 |
Restructuring Expenses - Narrat
Restructuring Expenses - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | $ 5,314,000 | $ 3,527,000 | |
Q1 2022 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | $ 3,500,000 | ||
Unpaid balance related to restructuring plan | 0 | ||
Q4 2022/Q1 2023 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | 5,300,000 | ||
Restructuring and related cost, cost incurred to date | 22,800,000 | ||
Unpaid balance related to restructuring plan | $ 8,100,000 | $ 18,200,000 |
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, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expenses | $ 5,314 | $ 3,527 |
Cost of product and service revenues | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expenses | 144 | 156 |
Research and development | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expenses | 485 | 1,594 |
Selling, general, and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expenses | $ 4,685 | $ 1,777 |