Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 10-Q

 

(Mark One)

 

x                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2011

 

OR

 

o                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                    to                    

 

Commission File Number 000-33043

 


 

Omnicell, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

94-3166458

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

 

1201 Charleston Road

Mountain View, CA 94043

(650) 251-6100

(Address, including zip code, of registrant’s principal executive
offices and registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

The number of shares of Registrant’s common stock (par value $0.001) outstanding as of October 26, 2011 was 33,218,378.

 

 

 



Table of Contents

 

OMNICELL, INC.

 

FORM 10-Q

 

Table of Contents

 

 

 

Page
number

PART I—FINANCIAL INFORMATION

3

Item 1.

Financial Statements:

3

 

Condensed Consolidated Balance Sheets as of September 30, 2011 (unaudited) and December 31, 2010

3

 

Unaudited Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2011 and 2010

4

 

Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010

5

 

Notes to Unaudited Condensed Consolidated Financial Statements

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

29

Item 4.

Controls and Procedures

29

 

 

 

PART II—OTHER INFORMATION

30

Item 1.

Legal Proceedings

30

Item 1A.

Risk Factors

30

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

41

Item 3.

Defaults Upon Senior Securities

41

Item 4.

(Removed and Reserved)

41

Item 5.

Other Information

41

Item 6.

Exhibits

42

 

 

 

SIGNATURES

43

INDEX TO EXHIBITS

44

 

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Table of Contents

 

PART 1 — FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

OMNICELL, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

 

 

(unaudited)

 

(1)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

179,303

 

$

175,635

 

Short-term investments

 

8,101

 

8,074

 

Accounts receivable, net of allowances of $512 and $497 at September 30, 2011 and December 31, 2010, respectively

 

45,987

 

42,732

 

Inventories

 

17,056

 

9,785

 

Prepaid expenses

 

10,643

 

11,959

 

Deferred tax assets

 

13,052

 

13,052

 

Other current assets

 

6,518

 

7,266

 

Total current assets

 

280,660

 

268,503

 

 

 

 

 

 

 

Property and equipment, net

 

16,890

 

14,351

 

Non-current net investment in sales-type leases

 

8,821

 

9,224

 

Goodwill

 

28,543

 

28,543

 

Other intangible assets

 

4,318

 

4,672

 

Non-current deferred tax assets

 

9,836

 

9,566

 

Other assets

 

9,442

 

8,365

 

Total assets

 

$

358,510

 

$

343,224

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

14,422

 

$

13,242

 

Accrued compensation

 

7,062

 

7,731

 

Accrued liabilities

 

7,792

 

8,684

 

Deferred service revenue

 

19,637

 

16,788

 

Deferred gross profit

 

12,161

 

11,719

 

Total current liabilities

 

61,074

 

58,164

 

 

 

 

 

 

 

Long-term deferred service revenue

 

18,447

 

19,171

 

Other long-term liabilities

 

1,014

 

675

 

Total liabilities

 

80,535

 

78,010

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Total stockholders’ equity

 

277,975

 

265,214

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

358,510

 

$

343,224

 

 


(1)  Information derived from our December 31, 2010 audited Consolidated Financial Statements.

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

 

OMNICELL, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Revenues:

 

 

 

 

 

 

 

 

 

Product revenues

 

$

49,790

 

$

43,241

 

$

138,583

 

$

127,559

 

Services and other revenues

 

14,649

 

13,045

 

44,021

 

37,580

 

Total revenues

 

64,439

 

56,286

 

182,604

 

165,139

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

22,429

 

19,449

 

59,995

 

57,723

 

Cost of services and other revenues

 

7,562

 

6,698

 

22,704

 

20,823

 

Restructuring charges

 

 

39

 

 

39

 

Total cost of revenues

 

29,991

 

26,186

 

82,699

 

78,585

 

Gross profit

 

34,448

 

30,100

 

99,905

 

86,554

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

6,019

 

6,089

 

16,139

 

15,604

 

Selling, general and administrative

 

23,635

 

19,851

 

73,713

 

61,789

 

Restructuring and asset impairment charges

 

 

1,157

 

 

1,157

 

Total operating expenses

 

29,654

 

27,097

 

89,852

 

78,550

 

Income from operations

 

4,794

 

3,003

 

10,053

 

8,004

 

Interest and other income (expense), net

 

(191

)

159

 

(66

)

286

 

Income before provision for income taxes

 

4,603

 

3,162

 

9,987

 

8,290

 

Provision for income taxes

 

1,609

 

1,886

 

3,736

 

4,070

 

Net income

 

$

2,994

 

$

1,276

 

$

6,251

 

$

4,220

 

 

 

 

 

 

 

 

 

 

 

Net income per share-basic

 

$

0.09

 

$

0.04

 

$

0.19

 

$

0.13

 

Net income per share-diluted

 

$

0.09

 

$

0.04

 

$

0.18

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

33,209

 

32,822

 

33,132

 

32,534

 

Diluted

 

34,219

 

33,540

 

34,100

 

33,383

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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OMNICELL, INC.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

Nine Months
Ended September 30,

 

 

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

6,251

 

$

4,220

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

5,820

 

6,493

 

Loss on disposal of fixed assets

 

 

147

 

Gain on legal settlement

 

 

(2,439

)

Provision for (recovery of) receivable allowance

 

(527

)

(674

)

Share-based compensation expense

 

7,254

 

6,452

 

Income tax benefits from employee stock plans

 

3,208

 

2,365

 

Excess tax benefits from employee stock plans

 

(3,553

)

(4,473

)

Provision for excess and obsolete inventories

 

564

 

646

 

Foreign currency remeasurement loss

 

140

 

6

 

Deferred income taxes

 

(270

)

1,577

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(3,286

)

(4,139

)

Inventories

 

(7,835

)

511

 

Prepaid expenses

 

1,316

 

(2,419

)

Other current assets

 

(953

)

320

 

Net investment in sales-type leases

 

917

 

1,007

 

Other assets

 

759

 

744

 

Accounts payable

 

1,180

 

3,312

 

Accrued compensation

 

(669

)

(1,513

)

Accrued liabilities

 

308

 

(1,714

)

Deferred service revenue

 

3,224

 

1,016

 

Deferred gross profit

 

442

 

(1,168

)

Other long-term liabilities

 

339

 

291

 

Net cash provided by operating activities

 

14,629

 

10,568

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of short-term investments

 

(8,097

)

 

Maturities of short-term investments

 

8,143

 

 

Acquisition of intangible assets and intellectual property

 

(136

)

(168

)

Software development for external use

 

(3,523

)

(1,612

)

Purchases of property and equipment

 

(6,808

)

(4,755

)

Business acquisition, net of cash acquired

 

 

(5,703

)

Net cash used in investing activities

 

(10,421

)

(12,238

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of common stock under employee stock purchase and stock option plans

 

6,607

 

6,598

 

Stock repurchases

 

(10,560

)

 

Excess tax benefits from employee stock plans

 

3,553

 

4,473

 

Net cash (used in) provided by financing activities

 

(400

)

11,071

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(140

)

(6

)

Net increase in cash and cash equivalents

 

3,668

 

9,395

 

Cash and cash equivalents at beginning of period

 

175,635

 

169,230

 

Cash and cash equivalents at end of period

 

$

179,303

 

$

178,625

 

Supplemental disclosure of non-cash operating activity:

 

 

 

 

 

Satisfaction of acquired legal contingency with indemnification asset (Note 2)

 

$

(1,200

)

$

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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OMNICELL, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1. Organization and Summary of Significant Accounting Policies

 

Description of the Company. Omnicell, Inc. (“Omnicell,” “our,” “us,” “we,” or the “Company”) was incorporated in California in 1992 under the name Omnicell Technologies, Inc. and reincorporated in Delaware in 2001 as Omnicell, Inc. Our major products are medication and supply dispensing systems, with related services, which are sold in our principal market, the healthcare industry. Our market is located primarily in the United States.

 

Basis of Presentation.  These interim condensed consolidated financial statements are unaudited but reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the financial position of Omnicell and its subsidiaries as of September 30, 2011, the results of operations for the three months and nine months ended September 30, 2011 and 2010 and the statement of cash flows for the nine months ended September 30, 2011 and 2010.  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 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 our Annual Report on Form 10-K for the year ended December 31, 2010.

 

Our results of operations and cash flows for the three months and nine months ended September 30, 2011 are not necessarily indicative of results that may be expected for the year ending December 31, 2011, or for any future period.

 

Use of estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Principles of consolidation. The condensed consolidated financial statements include the accounts of our wholly-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

In 2010, we completed an acquisition of Pandora Data Systems, Inc. (“Pandora”). The consolidated financial statements include the results of operations from this business combination from September 29, 2010, the date of acquisition. Additional disclosure related to the acquisition is provided in Note 2, “Acquisition.”

 

Reclassifications.  Certain reclassifications have been made to the prior year consolidated statement of cash flows to conform to the current period presentation, including software development for external use as investing cash flows instead of operating cash flows and reclassification of foreign currency measurement gains (losses). None of these reclassifications are material to the consolidated financial statements.

 

Fair value of financial instruments. We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820,  Fair Value Measurements and Disclosures.

 

ASC 820 describes three levels of inputs that may be used to measure fair value, as follows:

 

Level 1 inputs, which include quoted prices in active markets for identical assets or liabilities;

 

Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and

 

Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.

 

At September 30, 2011 and December 31, 2010, our financial assets utilizing Level 1 inputs included cash equivalents. For these items, quoted market prices are readily available and fair value approximates carrying value. At December 31, 2010 and again at September 30, 2011, we had a short-term investment in California revenue anticipation notes, the valuation inputs of which were classified as Level 2. We do not currently have any material financial instruments utilizing Level 3 inputs.

 

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Classification of marketable securities. Marketable securities for which we have the intent and ability to hold to maturity are classified as Held-to-maturity and are carried at their amortized cost, including accrued interest. At December, 31, 2010, we held $8.1 million of non-U.S. Government securities which were classified as Held-to-maturity short-term investments, and which matured on June 28, 2011. At September 30, 2011, we held $8.1 million non-U.S. Government securities classified as Available-for-sale short-term investments. We do not hold securities for purposes of trading. However, securities held as investments for the indefinite future, pending future spending requirements, are classified as Available-for-sale and are carried at their fair value, with any unrealized gain or loss recorded to other comprehensive income until realized. At September 30, 2011 and December 31, 2010 we held $166.3 million and $150.0 million, respectively, of money market mutual funds classified as Available-for-sale cash equivalents.

 

Revenue recognition. We earn revenues from sales of our medication and supply dispensing systems, with related services, which are sold in our principal market, which is the healthcare industry. Our market is primarily located in the United States. Our customer arrangements typically include one or more of the following deliverables:

 

·                  Products Software-enabled equipment that manages and regulates the storage and dispensing of pharmaceuticals and other medical supplies.

·                  Software — Additional software applications that enable incremental functionality of our equipment.

·                  Installation — Installation of equipment as integrated systems at customers’ sites.

·                  Post-installation technical support — Phone support, on-site service, parts and access to unspecified software upgrades and enhancements, if and when available.

·                  Professional services — Other customer services, such as training and consulting.

 

We recognize revenue when the earnings process is complete, based upon our evaluation of whether the following four criteria have been met:

 

·                  Persuasive evidence of an arrangement exists.  We use signed customer contracts and signed customer purchase orders as evidence of an arrangement for leases and sales. For service engagements, we use a signed services agreement and a statement of work to evidence an arrangement.

 

·                  Delivery has occurred.  Equipment and software product delivery is deemed to occur upon successful installation and receipt of a signed and dated customer confirmation of installation letter, providing evidence that we have delivered what a customer ordered. In instances of a customer self-installed installation, product delivery is deemed to have occurred upon receipt of a signed and dated customer confirmation letter. If a sale does not require installation, we recognize revenue on delivery of products to the customer, including transfer of title and risk of loss, assuming all other revenue criteria are met. We recognize revenue from sales of products to distributors upon delivery, assuming all other revenue criteria are met since we do not allow for rights of return or refund. Assuming all other revenue criteria are met, we recognize revenue for support services ratably over the related support services contract period. We recognize revenue on training and professional services as they are performed.

 

·                  Fee is fixed or determinable.  We assess whether a fee is fixed or determinable at the outset of the arrangement based on the payment terms associated with the transaction. We have established a history of collecting under the original contract without providing concessions on payments, products or services.

 

·                  Collection is probable.  We assess the probability of collecting from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If, in our judgment, collection of a fee is not probable, we defer the revenue until the uncertainty is removed, which generally means revenue is recognized upon our receipt of cash payment assuming all other revenue criteria are met. Our historical experience has been that collection from our customers is generally probable.

 

In arrangements with multiple deliverables, assuming all other revenue criteria are met, we recognize revenue for individual delivered items if they have value to the customer on a standalone basis. Effective for new or modified arrangements entered into beginning on January 1, 2011, the date we adopted the new revenue recognition guidance for arrangements with multiple deliverables on a prospective basis, we allocate arrangement consideration at the inception of the arrangement to all deliverables using the relative selling price method. This method requires us to determine the selling price at which each deliverable could be sold if it were sold regularly on a standalone basis. When available, we use vendor-specific objective evidence (“VSOE”) of fair value as the selling price. VSOE represents the price charged for a deliverable when it is sold separately or for a deliverable not yet being sold separately,

 

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the price established by management with the relevant authority. We consider VSOE to exist when approximately 80% or more of our standalone sales of an item are priced within a reasonably narrow pricing range (plus or minus 15% of the median rates). We have established VSOE of fair value for our post-installation technical support services and professional services. When VSOE of fair value is not available, third-party evidence (“TPE”) of fair value for similar products and services is acceptable; however, our offerings and market strategy differ from those of our competitors, such that we cannot obtain sufficient comparable information about third parties’ prices. If neither VSOE nor TPE are available, we use our best estimates of selling prices (“BESP”). We determine BESP considering factors such as market conditions, sales channels, internal costs and product margin objectives and pricing practices. We regularly review and update our VSOE, TPE and BESP information and obtain formal approval by appropriate levels of management.

 

The relative selling price method allocates total arrangement consideration proportionally to each deliverable on the basis of its estimated selling price. In addition, the amount recognized for any delivered items cannot exceed that which is not contingent upon delivery of any remaining items in the arrangement.

 

We also use the residual method of allocating the arrangement consideration in certain circumstances. We use the residual method to allocate total arrangement consideration between delivered and undelivered items for any arrangements entered into prior to January 1, 2011 and not subsequently materially-modified. The use of the residual method is required by software revenue recognition rules that applied to sales of most of our products and services until the adoption of the new revenue recognition guidance. We also use the residual method to allocate revenue between the software products that enable incremental equipment functionality and thus are not deemed to deliver its essential functionality, and the related post-installation technical support, as these products and services continue to be accounted for under software revenue recognition rules. Under the residual method, the amount allocated to the undelivered elements equals VSOE of fair value of these elements. Any remaining amounts are attributed to the delivered items and are recognized when those items are delivered.

 

The adoption of the new revenue recognition guidance did not result in changes in what we identify as the individual deliverables to which revenue is allocated, or the timing of revenue recognition related to these individual deliverables. The change in the allocation method from residual to relative selling price did not have a material impact on our financial statements during the three months or the nine months ended September 30, 2011.  In addition, there is a time lag between when we receive a signed customer purchase order or contract and when we install the products, sometimes as long as one year or more, primarily due to the installation cycles and timing preferences of our customers. As a result, less than half of the revenue we recognized during the nine months ended September 30, 2011 was subject to the new revenue recognition guidance. In future periods, we anticipate the cumulative impact of the adoption may increase, as additional arrangements become subject to the new revenue recognition guidance. However, the specific adjustments for any future quarter are not predictable, as they depend on the timing of our backlog shipments and installations and the nature of the orders we receive from new customers.

 

A portion of our sales are made through multi-year lease agreements. Under sales-type leases, we recognize revenue for our hardware and software products net of lease execution costs such as post-installation product maintenance and technical support, at the net present value of the lease payment stream once our installation obligations have been met. We optimize cash flows by selling a majority of our non-U.S. government leases to third-party leasing finance companies on a non-recourse basis. We have no obligation to the leasing company once the lease has been sold. Some of our sales-type leases, mostly those relating to U.S. government hospitals, are retained in-house. Interest income in these leases is recognized in product revenue using the interest method.

 

Accounts receivable, net and net investment in sales type leases. We actively manage our accounts receivable to minimize credit risk. We typically sell to customers for which there is a history of successful collection. New customers are subject to a credit review process, which evaluates the customers’ financial position and ability to pay. We continually monitor and evaluate the collectability of our trade receivables based on a combination of factors. We record specific allowances for doubtful accounts when we become aware of a specific customer’s impaired ability to meet its financial obligation to us, such as in the case of bankruptcy filings or deterioration of financial position.

 

Uncollectible amounts are charged off against trade receivables and the allowance for doubtful accounts when we make a final determination there is no reasonable expectation of recovery. Estimates are used in determining our allowances for all other customers based on factors such as current trends, the length of time the receivables are past due and historical collection experience. While we believe that our allowance for doubtful accounts receivable is adequate and that the judgment applied is appropriate, such estimated amounts could differ materially from what will actually be uncollectible in the future.

 

The retained in-house leases discussed above are considered financing receivables. Our credit policies and evaluation of credit risk and write-off policies are applied alike to trade receivables and the net-investment in sales-type leases. For both, an account is generally past due after thirty days. The financing receivables also have customer-specific reserves for accounts identified for specific impairment and a non-specific reserve applied to the remaining population, based on factors such as current trends, the length of time the receivables are past due and historical collection experience. The retained in-house leases are not stratified by portfolio or class. Financing receivables which are reserved are generally transferred to cash-basis accounting so that revenue is recognized only as cash is received. However, the cash basis accounts continue to accrue interest.

 

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Sales of accounts receivable. We record the sale of our accounts receivables as “true sales” in accordance with accounting guidance for transfers and servicing of financial assets. During the three months ended September 30, 2011 and 2010, we transferred non-recourse accounts receivable totaling $9.0 million and $14.0 million, respectively, which approximated fair value, to third-party leasing companies.  During the nine months ended September 30, 2011 and 2010, we transferred non-recourse accounts receivable totaling $32.2 million and $40.2 million, respectively, which approximated fair value, to third-party leasing companies.  At September 30, 2011 and December 31, 2010, accounts receivable included $2.5 million and $0.3 million, respectively, due from third-party leasing companies for transferred non-recourse accounts receivable.

 

Concentration in revenues and in accounts receivable. There were no customers accounting for 10% or more of revenues in the three months ended September 30, 2011 and 2010.  Additionally, there were no customers accounting for 10% or more of revenues in the nine months ended September 30, 2011 and 2010. There were no customers accounting for 10% or more of accounts receivable at September 30, 2011 and at December 31, 2010.

 

Accounting policy for shipping costs. Outbound freight billed to customers is recorded as product revenue. The related shipping and handling cost is expensed as part of selling, general and administrative expense. Such shipping and handling expenses totaled $0.7 million and $0.5 million for the three months ended September 30, 2011 and 2010, respectively. Shipping and handling expenses for the nine months ended September 30, 2011 and 2010 were $2.1 million and $1.5 million, respectively.

 

Dependence on suppliers. We have a significant supply agreement with a supplier for construction and supply of several sub-assemblies and inventory management of sub-assemblies used in our hardware products.  There are no minimum purchase requirements. The contract may be terminated by either the supplier or by us without cause and at any time upon delivery of two months’ notice.  Purchases from this supplier for the three months ended September 30, 2011and 2010 were approximately $4.9 million and $5.2 million, respectively. Purchases from this supplier for the nine months ended September 30, 2011 and 2010 were approximately $16.1 million and $14.1 million, respectively.

 

Income Taxes. We record a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with GAAP, the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which those tax assets and liabilities are expected to be realized or settled. In the event that we determine all or part of the net deferred tax assets are not realizable in the future, we will record a valuation allowance that would be charged to earnings in the period such determination is made.

 

In accordance with ASC 740, Tax Provisions, we recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on our financial condition and operating results.

 

Total comprehensive income. Total comprehensive income was immaterially different from net income for the three months and nine months ended September 30, 2011 and 2010. The only difference included in total comprehensive income for each period was the tax-effected unrealized gain on Available-for-sale securities for the holding period September 22, 2011 to September 30, 2011.

 

Segment Information. We manage our business on the basis of one reportable segment. Our products and technologies share similar distribution channels and customers and are sold primarily to hospitals and healthcare facilities to improve patient safety and care and enhance operational efficiency. Our single operating segment is medication and supply dispensing systems. Substantially all of our long-lived assets are located in the United States. For the three months and nine months ended September 30, 2011 and 2010, our revenues and gross profits were generated entirely from medication and supply dispensing systems.

 

Recently Issued Accounting Pronouncements. In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Fair Value Measurement, which amends the fair value guidance in ASC 820, thereby completing the joint project to achieve substantially converged fair value measurement and disclosure requirements for U.S. GAAP and International Financial Reporting Standards (“IFRS”). The new guidance changes some fair value measurement principles (such as extending the Level 1 prohibition of blockage discounts to Levels 2 and 3 in the fair value hierarchy) and expands disclosure requirements, primarily for Level 3 measurements. This update will be effective for us the first quarter of 2012, applied prospectively with no early adoption permitted. We do not anticipate it will have any significant impact on our financial position, operating results or cash flows.

 

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In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. This ASU prohibits equity statement presentation of other comprehensive income, requiring instead either a single continuous operating statement or two separate, but consecutive, statements of net income and other comprehensive income. The new guidance does not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. Also, the earnings-per-share computation based on net income does not change. This update will be effective for us the first quarter of 2012, applied retrospectively with early adoption permitted.  As of November 2011, FASB was considering deferral of some aspects of this ASU. As ASU 2011-05 is only a presentation standard, its adoption will not have any significant impact on our financial position, operating results or cash flows.

 

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment, giving entities the option to determine qualitatively whether they can bypass the two-step goodwill impairment test in ASC 350-20, Intangibles, Goodwill and Other. Under the new guidance, if an entity chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, it would then perform Step 1 of the annual goodwill impairment test and, if necessary, proceed to Step 2. Otherwise, no further evaluation would be necessary. The entity may choose each reporting period for which reporting units, if any, the qualitative assessment will be made. This update will be effective for us for any 2012 goodwill impairment tests, with early adoption permitted. We do not anticipate it will have any significant impact on our financial position, operating results or cash flows, as we currently apply the existing Step 1 test for our single-reporting unit business.

 

Note 2. Acquisition

 

On September 29, 2010, we completed the acquisition of all of the outstanding capital stock of Pandora, a provider of analytical software for medication diversion detection and regulatory compliance, for $6.0 million in cash. Pandora solutions are installed in over 700 acute care hospitals in the United States and interface with all major medication management systems in the market.

 

In connection with the acquisition, we recorded $3.6 million of goodwill, equal to the excess of the fair value of the purchase consideration over the fair values of the net tangible and intangible assets acquired, which is tax-deductible over a fifteen-year period. The following table summarizes the fair value acquisition accounting for Pandora on the September 29, 2010 purchase date (in thousands):

 

 

 

Fair Values

 

 

 

Acquired

 

 

 

 

 

Cash

 

$

297

 

Accounts receivable

 

416

 

Indemnification asset

 

1,000

 

Intangibles

 

2,420

 

Goodwill

 

3,561

 

Deferred tax asset

 

108

 

Total assets

 

7,802

 

 

 

 

 

Accrued compensation/other

 

292

 

Deferred service revenue

 

510

 

Litigation contingency

 

1,000

 

Total liabilities

 

1,802

 

 

 

 

 

Net assets acquired

 

$

6,000

 

 

 

 

 

Cash consideration, fair value

 

$

6,000

 

 

The $0.4 million fair value of accounts receivable consists of gross contractual commitments from customers less the amount not expected to be collected. The $0.5 million of deferred service revenue represents the fair value, using estimated discounted cash flows, of acquired remaining performance obligations under service contracts.

 

Additionally, an acquired legal contingency related to a contractual dispute between Pandora and a third party resulted in a liability accrual of $1.0 million, measured under ASC 450, Contingencies, guidance.  An indemnification asset of $1.0 million was also recorded, since the former shareholders of Pandora had agreed to indemnify Omnicell against losses related to the litigation and a portion of the purchase price was placed in escrow to secure the indemnification obligations of the former Pandora shareholders.

 

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This lawsuit was settled on February 17, 2011 for $1.2 million, the settlement amount of which was paid entirely from the selling shareholders’ escrow account. As this is considered a new development, rather than evidence of conditions existing at the September 29, 2010 acquisition date, the disclosure of this dispute in the original purchase price allocation was not adjusted. However, as a recognized subsequent event, on our balance sheet as of December 31, 2010 we recorded the updated $1.2 million values for the acquired legal contingency and the indemnification asset. Furthermore, during the three months ended March 31, 2011, the $1.2 million asset and $1.2 million liability were reversed after settlement from the seller’s escrow account. There was no impact on net income for either 2010 or 2011.

 

The fair values and useful lives for the identified intangible assets in the table below were determined by management, with assistance of valuation specialists. No residual values were assumed for the acquired intangible assets.

 

 

 

Fair Value (in thousands)

 

Useful Life (years)

 

Trade name

 

$

90

 

3

 

Customer relationships

 

1,290

 

16

 

Non-compete agreements

 

60

 

3

 

Acquired technology

 

980

 

7

 

Finite-lived intangibles acquired

 

$

2,420

 

 

 

 

 

 

 

 

 

Weighted average life of intangibles

 

 

 

11.5

 

 

Operating results of Pandora have been combined with our operating results from the date of acquisition. Pro forma combined operating results for Omnicell and Pandora have been omitted since the results of operations of Pandora were not material.

 

Note 3.  Net Income Per Share

 

Basic net income per share is computed by dividing net income for the period by the weighted average number of shares outstanding during the period, less shares subject to repurchase. Diluted net income per share is computed by dividing net income  for the period by the weighted average number of shares less shares subject to repurchase plus, if dilutive, potential common stock outstanding during the period. Potential common stock includes the effect of outstanding dilutive stock options, restricted stock awards and restricted stock units computed using the treasury stock method. Since their impact is anti-dilutive, the total number of shares excluded from the calculations of diluted net income per share for the nine months ended September 30, 2011 and 2010 were 2,089,739 and 2,019,161, respectively.

 

The calculation of basic and diluted net income per share is as follows (in thousands, except per share amounts):

 

 

 

Three Months Ended
September 30.

 

Nine Months Ended
September 30.

 

 

 

2011

 

2010

 

2011

 

2010

 

Basic:

 

 

 

 

 

 

 

 

 

Net income

 

$

2,994

 

$

1,276

 

$

6,251

 

$

4,220

 

Weighted average shares outstanding — basic

 

33,209

 

32,822

 

33,132

 

32,534

 

Net income per share — basic

 

$

0.09

 

$

0.04

 

$

0.19

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

Net income

 

$

2,994

 

$

1,276

 

$

6,251

 

$

4,220

 

Weighted average shares outstanding — basic

 

33,209

 

32,822

 

33,132

 

32,534

 

Add: Dilutive effect of employee stock plans

 

1,010

 

718

 

968

 

849

 

Weighted average shares outstanding — diluted

 

34,219

 

33,540

 

34,100

 

33,383

 

Net income per share — diluted

 

$

0.09

 

$

0.04

 

$

0.18

 

$

0.13

 

 

Note 4.  Cash and Cash Equivalents, Short-term Investments and Fair Value of Financial Instruments

 

Cash and cash equivalents and short-term investments consist of the following significant investment asset classes, with disclosure of amortized cost, gross unrealized gains and losses, and fair value as of September 30, 2011 and December 31, 2010 (in thousands):

 

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September 30, 2011

 

 

 

 

 

Amortized
Cost

 

Unrealized
Gains

 

Unrealized
Losses

 

Fair Value

 

Cash / Cash
Equivalents

 

Short-term
Investments

 

Security
Classification (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

13,039

 

$

 

$

 

$

13,039

 

$

13,039

 

$

 

N/A

 

Money market funds

 

166,264

 

 

 

166,264

 

166,264

 

 

Available for sale

 

Non-U.S. Government securities

 

8,098

 

3

 

 

8,101

 

 

8,101

 

Available for sale

 

Total cash, cash equivalents and short-term investments

 

$

187,401

 

$

3

 

$

 

$

187,404

 

$

179,303

 

$

8,101

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

Amortized
Cost

 

Unrealized
Gains

 

Unrealized
Losses

 

Fair Value

 

Cash / Cash
Equivalents

 

Short-term
Investments

 

Security
Classification (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

25,593

 

$

 

$

 

$

25,593

 

$

25,593

 

$

 

N/A

 

Money market funds

 

150,042

 

 

 

150,042

 

150,042

 

 

Available for sale

 

Non-U.S. government securities

 

8,074

 

 

12

 

 

8,086

 

 

 

8,074

 

Held-to-maturity

 

Total cash, cash equivalents and short-term investments

 

$

183,709

 

$

12

 

$

 

$

183,721

 

$

175,635

 

$

8,074

 

 

 

 


(1)           For Available-for-sale securities, fair value is the asset’s carrying value, equal to the amortized cost plus any unrealized gains/losses. For Held-to-maturity securities, the amortized cost is the asset’s carrying value (since there are no other-than-temporary impairments) and the fair value gains/losses are not only unrealized, but also unrecorded.

 

The money market fund is a daily-traded cash equivalent with price of $1.00, making it a Level 1 asset class, and its carrying cost closely approximates fair value. As the demand deposit (cash) balances vary with the timing of collections and payments, the money market fund can cover any surplus or deficit, and thus is considered Available-for-sale.

 

The short term investments purchased in November 2010 were comprised of California revenue anticipation notes, which matured in June 2011. In previous periods, these were recorded at their carrying cost as Held-to-maturity as we had both the ability and intent to keep these investments until they mature.  The notes were considered a Level 2 asset class, because their pricing is drawn from multiple market-related inputs, but in general not from same-day, same-security trades.

 

The short term investments purchased in September 2011 are comprised of California revenue anticipation notes, which mature in June 2012. As this is the initial investment in a broader portfolio strategy for yield management, these are considered Available-for-sale.  The notes are considered a Level 2 asset class, because their pricing is drawn from multiple market-related inputs, but in general not from same-day, same-security trades.

 

The following table displays the financial assets measured at fair value, on a recurring basis, with money market funds recorded within cash and cash equivalents and non-U.S Government securities in short-term investments (in thousands):

 

 

 

Quoted Prices in Active
Markets for Identical
Instruments

(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total Fair
Value

 

At September 30, 2011

 

 

 

 

 

 

 

 

 

Money market funds

 

$

166,264

 

$

 

 

$

166,264

 

Non U.S. Government securities

 

 

8,101

 

 

8,101

 

Total

 

$

166,264

 

$

8,101

 

 

$

174,365

 

At December 31, 2010

 

 

 

 

 

 

 

 

 

Money market funds

 

$

150,042

 

 

 

$

150,042

 

Total

 

$

150,042

 

 

 

$

150,042

 

 

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Current assets and current liabilities are recorded at amortized cost, which approximates fair value due to the short maturities implied.

 

The following table displays the financial assets measured at carrying cost, recorded in Short-term investments, for which disclosure of fair value is required on a recurring basis (in thousands):

 

 

 

Quoted Prices in Active
Markets for Identical
Instruments

(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs

(Level 3)

 

Total Fair
Value

 

At December 31, 2010

 

 

 

 

 

 

 

 

 

Non-U.S. Government securities

 

 

$

8,086

 

 

$

8,086

 

Total

 

 

$

8,086

 

 

$

8,086

 

 

Note 5. Inventories

 

Inventories consist of the following (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Raw materials

 

$

7,772

 

$

4,252

 

Work in process

 

92

 

153

 

Finished goods

 

9,192

 

5,380

 

Total

 

$

17,056

 

$

9,785

 

 

Note 6. Property and Equipment

 

Property and equipment consist of the following (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Equipment

 

$

24,286

 

$

20,045

 

Furniture and fixtures

 

1,800

 

1,681

 

Leasehold improvements

 

3,686

 

3,182

 

Purchased software

 

19,595

 

18,095

 

Capital in process

 

2,284

 

1,689

 

 

 

51,651

 

44,692

 

Accumulated depreciation and amortization

 

(34,761

)

(30,341

)

Property and equipment, net

 

$

16,890

 

$

14,351

 

 

Depreciation and amortization of property and equipment totaled approximately $1.5 million and $1.5 million for the three months ended September 30, 2011 and 2010, respectively. Depreciation and amortization of property and equipment totaled approximately $4.3 million and $4.3 million for the nine months ended September 30, 2011 and 2010, respectively.

 

Note 7. Net Investment in Sales-Type Leases

 

Our sales-type leases are for terms generally ranging up to five years. Sales-type lease receivables are collateralized by the underlying equipment. The components of our net investment in sales-type leases are as follows (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Net minimum lease payments to be received

 

$

15,472

 

$

16,284

 

Less unearned interest income portion

 

1,636

 

1,843

 

Net investment in sales-type leases

 

13,835

 

14,441

 

Less current portion(1)

 

5,014

 

5,217

 

Non-current net investment in sales-type leases(2)

 

$

8,821

 

$

9,224

 

 

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The minimum lease payments under sales-type leases as of September 30, 2011 were as follows (in thousands):

 

2011 (remaining three months)

 

$

1,580

 

2012

 

5,502

 

2013

 

3,649

 

2014

 

2,601

 

2015

 

1,594

 

Thereafter

 

546

 

Total

 

$

15,472

 

 


(1)     A component of other current assets. This amount is net of allowance for doubtful accounts of $0.2 million as of September 30, 2011 and $0.1 million as of December 31, 2010.

 

(2)     Net of allowance for doubtful accounts of $0.2 million as of September 30, 2011 and $0.3 million as of December 31, 2010.

 

The following table summarizes the credit losses and recorded investment in sales-type leases, excluding unearned interest, as of September 30, 2011 and December 31, 2010 (in thousands):

 

 

 

Allowance for Credit Losses

 

Recorded Investment
in Sales-type Leases
Gross

 

Recorded Investment
in Sales-type Leases
Net

 

Credit loss disclosure for September 30, 2011:

 

 

 

 

 

 

 

Accounts individually evaluated for impairment

 

$

210

 

$

210

 

$

 

Accounts collectively evaluated for impairment

 

112

 

13,947

 

13,835

 

Ending balances: September 30, 2011

 

$

322

 

$

14,157

 

$

13,835

 

Credit loss disclosure for December 31, 2010:

 

 

 

 

 

 

 

Accounts individually evaluated for impairment

 

$

283

 

$

283

 

$

 

Accounts collectively evaluated for impairment

 

128

 

14,569

 

14,441

 

Ending balances: December 31, 2010

 

$

411

 

$

14,852

 

$

14,441

 

 

The following table summarizes the activity for the allowance for credit losses account for the investment in sales-type leases for the three months and nine months ended September 30, 2011 (in thousands):

 

 

 

Three Months Ended
September 30, 2011

 

Nine Months Ended
September 30, 2011

 

Allowance for credit losses, beginning of period

 

$

353

 

$

411

 

Current period provision (reversal)

 

(7

)

(16

)

Recoveries of amounts previously charged off

 

(24

)

(73

)

Allowance for credit losses at September 30, 2011

 

$

322

 

$

322

 

 

Note 8. Goodwill and Other Intangible Assets

 

Under ASC 350, “Intangibles — Goodwill and Other,” goodwill and intangible assets with an indefinite life are not subject to amortization.  Rather, we evaluate these assets for impairment at least annually or more frequently if events or changes in circumstances suggest that the carrying amount may not be recoverable.

 

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Goodwill and other intangible assets consist of the following (in thousands):

 

 

 

September 30, 2011

 

December 31, 2010

 

 

 

 

 

Gross

 

 

 

Net

 

Gross

 

 

 

Net

 

 

 

 

 

Carrying

 

Accumulated

 

Carrying

 

Carrying

 

Accumulated

 

Carrying

 

Amortization

 

 

 

Amount

 

Amortization

 

Amount

 

Amount

 

Amortization

 

Amount

 

Life

 

Finite-lived intangibles:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

4,230

 

$

1,479

 

$

2,751

 

$

4,230

 

$

1,142

 

$

3,088

 

5-16 years

 

Acquired technology

 

980

 

140

 

840

 

980

 

35

 

945

 

3-7 years

 

Patents

 

790

 

163

 

627

 

654

 

152

 

502

 

20 years

 

Trade name

 

90

 

30

 

60

 

90

 

8

 

82

 

3 years

 

Non-compete agreements

 

60

 

20

 

40

 

60

 

5

 

55

 

3 years

 

Total finite-lived intangibles

 

6,150

 

1,832

 

4,318

 

6,014

 

1,342

 

4,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

28,543

 

 

28,543

 

28,543

 

 

28,543

 

Indefinite

 

Net intangibles and goodwill

 

$

34,693

 

$

1,832

 

$

32,861

 

$

34,557

 

$

1,342

 

$

33,215

 

 

 

 

Amortization expense totaled $0.2 million and $0.6 million for the three months ended September 30, 2011 and 2010, respectively. Amortization expense totaled $0.5 million and $1.7 million for the nine months ended September 30, 2011 and 2010, respectively.  Estimated annual expected amortization expense of the finite-lived intangible assets at September 30, 2011 is as follows (in thousands):

 

2011 (remaining three months)

 

$

163

 

2012

 

653

 

2013

 

641

 

2014

 

601

 

2015

 

579

 

2016

 

229

 

Thereafter

 

1,452

 

Total

 

$

4,318

 

 

Note 9. Accrued Liabilities

 

Accrued liabilities consist of the following (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Accrued Group Purchasing Organization (GPO) fees

 

$

2,081

 

$

2,272

 

Rebates and lease buyouts

 

1,636

 

1,923

 

Advance payments from customers

 

1,463

 

1,978

 

Share repurchases settled following period

 

1,226

 

 

Pre-acquisition contingency

 

 

1,200

 

Other

 

1,386

 

1,311

 

Total

 

$

7,792

 

$

8,684

 

 

Note 10. Deferred Gross Profit

 

Deferred gross profit consists of the following (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Sales of medication and supply dispensing systems, which have been delivered and invoiced but not yet installed

 

$

23,164

 

$

18,739

 

Cost of revenues, excluding installation costs

 

(11,003

)

(7,020

)

Deferred gross profit

 

$

12,161

 

$

11,719

 

 

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Note 11. Commitments

 

At September, 30, 2011, the minimum payments under our operating leases for each of the five succeeding fiscal years are as follows (in thousands):

 

2011 (remaining three months)

 

$

887

 

2012

 

1,888

 

2013

 

582

 

2014

 

356

 

2015

 

178

 

Total

 

$

3,891

 

 

Commitments under operating leases relate primarily to leasehold property and office equipment.

 

Please refer to Note 16 “Subsequent event” for discussion of our recently executed lease and future relocation plans, which were not part of the above presented commitments at September 30, 2011.

 

We purchase components from a variety of suppliers and use contract manufacturers to provide manufacturing services for our products. During the normal course of business, we issue purchase orders with estimates of our requirements several months ahead of the delivery dates. Our near-term commitments to our contract manufacturers and suppliers totaled $6.1 million as of September 30, 2011.

 

Note 12. Contingencies

 

Legal Proceedings

 

Medacist Solutions Group, LLC.  On July 8, 2009, Medacist Solutions Group LLC filed a complaint against Omnicell in U.S. District Court in the Southern District of New York, entitled Medacist Solutions Group LLC v. Omnicell, Inc., case number 09 CV 6128, alleging infringement of Medacist’s U.S. Patent Number 6,842,736. The complaint also, among other claims, alleges that Omnicell breached the terms of a nondisclosure agreement it had entered into with Medacist, and that Omnicell misappropriated Medacist’s trade secrets and confidential information in violation of the NDA. Medacist sought unspecified monetary damages and an injunction against the Company’s infringement of the specified patent and/or misuse of any of Medacist’s trade secrets pursuant to the NDA or in violation of California code.

 

On October 20, 2010, Omnicell filed a declaratory judgment complaint against Medacist Solutions Group, LLC in the U.S. District Court in the Northern District of California, entitled Omnicell, Inc. and Pandora Data Systems, Inc. v. Medacist Solutions Group, LLC, Case Number 10-cv-4746 (the “California Action”).  Pandora Data Systems, Inc. had entered into a Settlement and License Agreement with Medacist in October 2008 (the “Settlement Agreement”) pursuant to which, among other things, Medacist granted to Pandora a non-exclusive license to Medacist’s U.S. Patent Number 6,842,736.  We sought an order declaring that Omnicell, as now-owner of Pandora Data Systems, Inc., was entitled to certain rights and benefits under the license.  On November 12, 2010, Medacist filed a motion to dismiss the California Action, or in the alternative, to transfer venue to the U.S. District Court for the District of Connecticut.  On February 10, 2011, the Court granted Medacist’s motion and dismissed the California Action without prejudice.  On February 14, 2011, Omnicell and Pandora filed a notice of appeal regarding dismissal of the California Action with the U.S. Court of Appeals for the Ninth Circuit (the “California Appeal”).  Also on November 12, 2010, Medacist filed a motion in the U.S. District Court in the District of Connecticut to reopen a litigation entitled Medacist Solutions Group, LLC v. Pandora Data Systems, Inc., Case Number 3:07-CV-00692(JCH) (the “Connecticut Litigation”), which had been dismissed and administratively closed since October 29, 2008.  Medacist sought, among other things, relief from the Stipulation of Dismissal entered on October 29, 2008 dismissing the Connecticut Litigation for the limited purpose of interpreting and enforcing the Settlement Agreement, the entry of a temporary restraining order and preliminary and permanent injunctions prohibiting breaches of the Settlement Agreement, a finding that Pandora breached the Settlement Agreement and an award of monetary damages resulting from Pandora’s alleged breaches.

 

On May 19, 2011, we entered into a final settlement agreement with Medacist, pursuant to which we agreed to pay Medacist $1.0 million in exchange for a fully-paid, perpetual license to Medacist’s patented technology and the parties agreed to dismiss all pending lawsuits and fully release each other from all claims.  In addition, we agreed that a license transfer fee payment of $0.5 million would be made to Medacist in the event certain change-in-control conditions are met. The $1.0 million loss for this settlement was accrued during the three months ended March 31, 2011 and recorded within selling, general and administrative expenses, and was paid during the quarter ended June 30, 2011.

 

Note 13. Stockholders’ Equity

 

Treasury Stock

 

During 2008, our Board of Directors authorized stock repurchase programs for the repurchase of up to $90.0 million of our common stock. All repurchased shares were recorded as treasury stock and were accounted for under the cost method. No repurchased shares have been retired. The timing, price and volume of the repurchases have been based on market conditions, relevant securities laws and other factors. The stock repurchase program does not obligate us to repurchase any specific number of shares, and we may terminate or suspend the repurchase program at any time.

 

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During the three months ended September 30, 2011 we repurchased 182,784 shares at an average cost of $14.01 per share, including commissions, through the stock repurchase program.  During the nine months ended September 30, 2011 we repurchased 741,959 shares at an average cost of $14.23 per share, including commissions, through the stock repurchase program.   We repurchased none in both the three months and nine months ended September 30, 2010.

 

From the inception of the program in February 2008 through September 30, 2011, we repurchased a total of 4,808,255 shares at an average cost of $15.73 per share through open market purchases. As of September 30, 2011 we had $14.4 million of remaining authorized funds to repurchase additional shares under the stock repurchase programs.

 

Note 14. Stock Option Plans and Share-Based Compensation

 

Stock Option Plans

 

At September 30, 2011, a total of 2,818,935 shares of common stock was reserved for future issuance under our 2009 Equity Incentive Plan (the “2009 Plan”).  At September 30, 2011, $5.9 million of total unrecognized compensation cost related to non-vested stock options was expected to be recognized over a weighted average period of 2.5 years.

 

A summary of aggregate option activity for the nine months ended September 30, 2011 is presented below:

 

Options:

 

Number of Shares

 

Weighted-
Average
Exercise Price

 

 

 

(in thousands)

 

 

 

Outstanding at December 31, 2010

 

4,740

 

$

12.86

 

Granted

 

287

 

$

14.53

 

Exercised

 

(318

)

$

8.05

 

Forfeited

 

(58

)

$

13.71

 

Expired

 

(35

)

$

20.70

 

Outstanding at September 30, 2011

 

4,616

 

$

13.23

 

Exercisable at September 30, 2011

 

3,560

 

$

13.40

 

 

Restricted Stock and Time-based Restricted Stock Units

 

The non-employee members of our Board of Directors are granted restricted stock on the day of our annual meeting of stockholders and such shares of restricted stock vest on the date of the subsequent year’s annual meeting of stockholders, provided such non-employee director remains a director on such date.  Restricted stock units (“RSUs”) are granted to certain of our employees and generally vest over a period of four years and are expensed ratably on a straight-line basis over the vesting period.  The fair value of both restricted stock and RSUs granted pursuant to our stock option plans is the product of the number of shares granted and the grant date fair value of our common stock.  Our unrecognized compensation cost related to non-vested restricted stock at September 30, 2011 was approximately $0.6 million and is expected to be recognized over a weighted-average period of 0.7 years. Expected future compensation expense relating to RSUs outstanding on September 30, 2011 is $3.5 million over a weighted-average period of 2.3 years.

 

A summary of activity of both restricted stock and RSUs for the nine months ended September 30, 2011 is presented below:

 

 

 

Restricted Stock

 

Restricted Stock Units

 

 

 

 

 

Weighted -

 

 

 

Weighted -

 

 

 

 

 

Average

 

 

 

Average

 

 

 

 

 

Grant Date

 

 

 

Grant Date

 

 

 

Number of

 

Fair Value Per

 

Number of

 

Fair Value Per

 

 

 

Shares

 

Share

 

Shares

 

Share

 

 

 

(in thousands)

 

 

 

(in thousands)

 

 

 

Non-vested, December 31, 2010

 

77

 

$

12.91

 

308

 

$

12.98

 

Granted

 

68

 

$

14.71

 

87

 

$

14.22

 

Vested

 

(77

)

$

12.91

 

(85

)

$

14.77

 

Forfeited

 

 

 

 

(8

)

$

12.85

 

Non-vested, September 30, 2011

 

68

 

$

14.71

 

302

 

$

12.64

 

 

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Performance-based Restricted Stock Units

 

In 2011, we began incorporating performance-based restricted stock units (“PSUs”) as an element of our executive compensation plans. For the executive officers, the 2011 grants totaled 100,000 stock options, 50,000 time-based RSUs and 100,000 PSUs. Our unrecognized compensation cost related to non-vested performance-based restricted stock units at September 30, 2011 was approximately $0.6 million and is expected to be recognized over a weighted-average period of 1.5 years.

 

Vesting for the PSU awards is based on the percentile placement of our total shareholder return among the companies listed in the NASDAQ Healthcare Index (the “Index”) and time-based vesting.  We calculate total shareholder return based on the one year annualized rates of return reflecting price appreciation plus reinvestment of dividends. Stock price appreciation is calculated based on the average closing prices of the applicable company’s common stock for the 20 trading days ending on the last trading day of the year prior to the date of grant as compared to the average closing prices for the 20 trading days ended on the last trading day of the year of grant. The following table shows the percent of PSUs eligible for further time-based vesting based on our percentile placement:

 

Percentile Placement of
Our Total Shareholder
Return

 

% of PSUs Eligible for Time-
Based Vesting

 

Below the 35th percentile

 

0%

 

At least the 35th percentile, but below the 50th percentile

 

50%

 

At least the 50th percentile, but below the 65th percentile

 

100%

 

At least the 65th percentile, but below the 75th percentile

 

110% to 119%(1)

 

At or above the 75th percentile

 

120%

 

 


(1)                                  The actual percentage of PSUs eligible for further time-based vesting is based on straight-line interpolation, where, for example, if the ranking is the 70th percentile, then the vesting percentage is 115%.

 

After the last trading day of 2011, the Compensation Committee of our Board of Directors will determine the percentile rank of the company’s total shareholder return and the number of PSU awards eligible for further time-based vesting.  The eligible PSU awards will vest as follows: 25% of the eligible awards will vest immediately with the remaining eligible awards vesting in equal increments, semi-annually, over the subsequent three year period. Vesting is contingent upon continued service. Depending on our market-based performance, the 100,000 PSUs awarded in 2011 could result in actual shares released of none, 50,000, 100,000 or linear interpolation between 110,000 and 120,000 shares, with 120,000 shares as the maximum result for market performance at or above the 75th percentile in the industry.

 

The fair value of a PSU award is the average of trial-specific values of the award over each of one million Monte Carlo trials. Each trial-specific value is the market value of the award at the end of the one-year performance period discounted back to the grant date. The market value of the award for each trial at the end of the performance period is the product of (a) the per share value of Omnicell stock at the end of the performance period and (b) the number of shares that vest. The number of shares that vest at the end of the performance period depends on the percentile ranking of the total shareholder return for Omnicell stock over the performance period relative to the total shareholder return of each of the other companies in the Index as shown in the table above.

 

A summary of activity of the PSUs for the nine months ended September 30, 2011 is presented below:

 

 

 

 

 

Weighted -

 

 

 

 

 

Average

 

 

 

 

 

Grant Date

 

 

 

 

 

Fair Value Per

 

Performance-based Stock Units

 

Number of Shares

 

Share

 

 

 

(in thousands)

 

 

 

Non-vested, December 31, 2010

 

 

 

Granted

 

100

 

$

11.15

 

Vested

 

 

 

Forfeited

 

 

 

Non-vested, September 30, 2011

 

100

 

$

11.15

 

 

Employee Stock Purchase Plan

 

We have an Employee Stock Purchase Plan (“ESPP”), under which employees can purchase shares of our common stock based on a percentage of their compensation, but not greater than 15% of their earnings, up to a maximum of $25,000 of fair value per year. The purchase price per share must be equal to the lower of 85% of the fair value of the common stock at the beginning of a 24-month offering period or the end of each six-month purchasing period. As of September 30, 2011, 3,404,995 shares had been issued

 

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under the ESPP.  As of September 30, 2011 there were a total of 1,926,560 shares reserved for future issuance under the ESPP.  During the three months and nine months ended September 30, 2011, 166,762 and 445, 965 shares of common stock, respectively, were purchased under the ESPP.

 

Share-based Compensation

 

We account for share-based awards granted to employees and directors including employee stock option awards, restricted stock, PSUs and RSUs issued pursuant to the 2009 Plan and employee stock purchases made under our ESPP using the estimated grant date fair value method of accounting in accordance with ASC 718, Stock Compensation.

 

The impact on our results for share-based compensation for the three months and nine months ended September 30, 2011 and 2010 was as follows (in thousands):

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Cost of product and service revenues

 

$

358

 

$

293

 

$

1,108

 

$

993

 

Research and development expenses

 

333

 

159

 

1,005

 

537

 

Selling, general and administrative expenses

 

1,720

 

1,746

 

5,141

 

4,922

 

Total share-based compensation expenses

 

$

2,411

 

$

2,198

 

$

7,254

 

$

6,452

 

 

We value options and ESPP shares using the Black-Scholes-Merton option-pricing model. Restricted stock and time-based RSUs are valued at the grant date fair value of the underlying common shares. The PSUs are valued via Monte Carlo simulation, as described above.

 

Note 15. Restructuring and Impairment

 

During the third quarter of 2010, we implemented a restructuring plan to close our offices in Bangalore, India and The Woodlands, Texas, and consolidate the activities of these two locations with our Mountain View, California and Nashville, Tennessee operations in an effort to increase the efficiency of operations and promote collaboration among our engineering teams.  We substantially completed this consolidation by September 30, 2010.

 

The $1.2 million of third quarter 2010 restructuring/impairment charges were recorded primarily in operating expenses, consisting of $0.3 million in severance for departing employees, $0.5 million relocation benefits for transferring employees, $0.2 million of exit and disposal costs related to the closed facilities, and $0.2 million for impairment of leasehold improvements and certain service tax reimbursement claims. The majority of the $0.2 million remaining restructuring accrued liabilities at December 31, 2010 were paid by September 30, 2011, except for the final legal/administrative exit costs for the India operation.

 

Note 16. Subsequent Event

 

In October 2011, we entered into a lease agreement for approximately 100,000 square feet of office space. Pursuant to the lease agreement, the landlord will construct a single, three-story building of rentable space located at 590 Middlefield Road in Mountain View, California which we will subsequently lease. The term of the lease agreement is for a period of 120 months, expected to commence November 2012, with a base lease commitment of approximately $40.0 million. We have two options to extend the term of the lease agreement at market rates; both extensions are for an additional 60 month term.

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements. The forward looking statements are contained principally in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 

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·                       the extent and timing of future revenues, including the amounts of our current backlog, which represent firm orders that have not completed installation and therefore have not been recognized as revenue;

 

·                       the size and/or growth of our market or market-share;

 

·                       the opportunity presented by new products or emerging markets;

 

·                       our expectations regarding our future backlog levels;

 

·                       the operating margins or earnings per share goals we may set;

 

·                       our ability to align our cost structure and headcount with our current business expectations;

 

·                       our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

 

·                       our ability to conduct acquisitions for strategic value, and successfully integrate each one into our operations; and

 

·                       our ability to generate cash from operations and our estimates regarding the sufficiency of our cash resources.

 

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “will,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events, are based on assumptions, and are subject to risks and uncertainties. We discuss many of these risks in this Quarterly Report on Form 10-Q in greater detail in Part II — Section 1A. “Risk Factors” below.  Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q.  You should also read our Annual Report on Form 10-K and the documents that we reference in the Annual Report on Form 10-K and have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we expect.  All references in this report to “Omnicell, Inc.,” “Omnicell,” “our,” “us,” “we” or the “Company” collectively refer to Omnicell, Inc., a Delaware corporation, and its subsidiaries.

 

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

 

Overview

 

We were incorporated in California in 1992 under the name Omnicell Technologies, Inc. and reincorporated in Delaware in 2001 as Omnicell, Inc. We are a leading provider of automated solutions for hospital medication and supply management. Our healthcare automation solutions are designed to enable healthcare facilities to acquire, manage, dispense and administer medications and medical-surgical supplies, and are intended to enhance patient safety, reduce medication errors, improve workflow and increase operational efficiency. When used in combination, our products and services provide healthcare facilities with a comprehensive solution designed to enhance patient safety and improve operational efficiency. Over 2,500 hospitals utilize one or more of our products, of which more than 1,600 hospitals in the United States have installed our automated hardware/software solutions for controlling, dispensing, acquiring, verifying and tracking medications and medical and surgical supplies.

 

We sell our medication dispensing and supply automation systems, and generate the substantial majority of our revenue, in the United States.  However, we expect our revenue from our international operations to increase in future periods as we continue to grow our international business.  Our sales force is organized by geographic region in the United States and Canada. We also sell through distributors in Asia, Australia, Europe, and South America.  We have not sold in the past, and have no future plans to sell our products either directly or indirectly to customers located in countries that are identified as state sponsors of terrorism by the U.S. Department of State, and are subject to economic sanctions and export controls.

 

We operate in one business segment, the design, manufacturing, selling and servicing of medication and supply dispensing systems. Our management team evaluates our performance based on company-wide, consolidated results.  In general, we recognize revenue when our medication dispensing and supply automation systems are installed. Installation generally takes place two weeks to twelve months after our systems are ordered. The installation process at our customers’ sites includes internal procedures associated with large capital expenditures and additional time associated with adopting new technologies. Given the length of time necessary for

 

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our customers to plan for and complete their acceptance of the installation of our systems, our focus is on shipping products based on the installation dates requested by our customers and working at our customer’s pace. The amount of revenue recognized in future periods may depend on, among other things, the terms and timing of lease contract renewals, additional product sales and the size of such transactions. We believe that future revenue will be affected by the competitiveness of our products and services.

 

Operating Environment During the Three Months and Nine Months Ended September 30, 2011

 

Our revenues have grown year-over-year for both product and services, with overall revenue growth of 14.5%, comparing $64.4 million for the third quarter of 2011 with $56.3 million for the third quarter of 2010. Overall revenue growth was 10.6% for the nine month period ending September 30, 2011 at $182.6 million as compared to $165.1 million for the same period in 2010. Product revenue growth is reflective of installations as allowed for by our customers’ schedules while service revenue growth reflects a growing installed base.  Our profitability improved with both product margins and service margins showing gains for the nine month period ended September 30, 2011 over the prior year period. Product and service margins were virtually unchanged for the three months ended September 30, 2011 over the prior year quarter.

 

We believe our solutions are attractive relative to our competition.  In particular:

 

·                       We have continued to differentiate ourselves through a strategy intended to create the best customer experience in healthcare;

 

·                       We have delivered industry-leading products with differentiated product features that are designed to appeal to nurses and pharmacists such as our recently announced G4 platform, the Savvy™ Mobile Medication System, SinglePointe™, Tissue Center System and Anywhere RN™; and

 

·                       The market environment of increased patient safety awareness and increased regulatory control has driven our solutions to be a high priority in customers’ capital budgets.

 

We maintain a development staff with expertise in hospital logistics and computerized automated solutions that allows us to deliver new innovations to the market.  Our ability to grow revenue and maintain positive cash flow is dependent on our ability to continue to receive orders from customers, the volume of installations we are able to complete, our ability to meet customers’ needs and provide a quality installation experience and our flexibility in manpower allocations among customers to complete installations on a timely basis.

 

During the third quarter of 2011, we achieved higher performance in total revenues and net income compared to the second quarter of 2011. Product revenue increased by $3.6 million or 7.7%, while service revenue decreased slightly, by $0.1 million.  Overall gross margins for the third quarter of 2011 declined to 53.5% from 55.4% in the prior quarter. Product gross margins declined to 55.0% on revenue of $49.8 million as compared with 57.3% on revenue of $46.2 million in the second quarter of 2011.  Service gross margins also declined, to 48.4% on revenue of $14.7 million as compared to 49.5% margins on $14.8 million in revenue in the prior quarter.  The initial supply of our new computer console for the G4 platform was produced in our factory in California to assure a smooth transition and quick correction of any initial production issues.  Consequently, we carried inventories of components and finished goods normally carried by our suppliers.  That early production carried a higher cost than products supplied through our normal manufacturing partners in China, which contributed to a decrease in gross margin to 53.4% between the second and third quarters. We have now transitioned the bulk of our production to China, and expect to see product gross margins increase again as the California-based production is consumed.

 

Cash, cash equivalents and short-term investments increased during the third quarter of 2011from $181.3 million to $187.4 million, with a $3.2 million sequential quarter improvement in operating cash flow deriving primarily from stabilization of gross inventories after the preceding six months of inventory growth in support of our transition to our G4 platform.  Additionally, settlements for share repurchases required $1.3 million of cash during the three months ended September 30, 2011.

 

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We regularly review our estimates and assumptions, which are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of certain assets and liabilities that are not readily apparent from other

 

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sources. Actual results may differ from these estimates and assumptions. We believe that the following critical accounting policies are affected by significant judgments and estimates used in the preparation of our condensed consolidated financial statements:

 

·   Revenue recognition;

·   Provision for allowances;

·   Valuation and impairment of goodwill, other intangible assets and other long lived assets;

·   Inventory;

·   Valuation of share-based awards; and

·   Accounting for income taxes.

 

During the nine months ended September 30, 2011, there were no significant changes in our critical accounting policies and estimates, except for the initial adoption of revised revenue recognition guidance for multiple element deliverables, as described below.

 

Revenue recognition. We earn revenues from sales of our medication and supply dispensing systems, with related services, which are sold in our principal market, which is the healthcare industry. Our market is primarily located in the United States. Our customer arrangements typically include one or more of the following deliverables:

 

·                  Products — Software-enabled equipment that manages and regulates the storage and dispensing of pharmaceuticals and other medical supplies.

·                  Software — Additional software applications that enable incremental functionality of our equipment.

·                  Installation — Installation of equipment as integrated systems at customers’ sites.

·                  Post-installation technical support — Phone support, on-site service, parts and access to unspecified software upgrades and enhancements, if and when available.

·                  Professional services — Other customer services such as training and consulting.

 

We recognize revenue when the earnings process is complete, based upon our evaluation of whether the following four criteria have been met:

 

·                  Persuasive evidence of an arrangement exists.  We use signed customer contracts and signed customer purchase orders as evidence of an arrangement for leases and sales. For service engagements, we use a signed services agreement and a statement of work to evidence an arrangement.

 

·                  Delivery has occurred.  Equipment and software product delivery is deemed to occur upon successful installation and receipt of a signed and dated customer confirmation of installation letter, providing evidence that we have delivered what the customer ordered. In instances of a customer self-installed installation, product delivery is deemed to have occurred upon receipt of a signed and dated customer confirmation letter. If a sale does not require installation, we recognize revenue on delivery of products to the customer, including transfer of title and risk of loss assuming all other revenue criteria are met. We recognize revenue from sales of products to distributors upon delivery assuming all other revenue criteria are met since we do not allow for rights of return or refund. Assuming all other revenue criteria are met, we recognize revenue for support services ratably over the related support services contract period. We recognize revenue on training and professional services as they are performed.

 

·                  Fee is fixed or determinable.  We assess whether a fee is fixed or determinable at the outset of the arrangement based on the payment terms associated with the transaction. We have established a history of collecting under the original contract without providing concessions on payments, products or services.

 

·                  Collection is probable.  We assess the probability of collecting from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If, in our judgment, collection of a fee is not probable, we defer the revenue until the uncertainty is removed, which generally means revenue is recognized upon our receipt of cash payment assuming all other revenue criteria are met. Our historical experience has been that collection from our customers is generally probable.

 

In arrangements with multiple deliverables, assuming all other revenue criteria are met, we recognize revenue for individual delivered items if they have value to the customer on a standalone basis. Effective for new or modified arrangements entered into beginning on January 1, 2011, the date we adopted the new revenue recognition guidance for arrangements with multiple deliverables on a prospective basis, we allocate arrangement consideration at the inception of the arrangement to all deliverables using the relative selling price method. This method requires us to determine the selling price at which each deliverable could be sold if it were sold

 

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regularly on a standalone basis. When available, we use vendor-specific objective evidence (“VSOE”) of fair value as the selling price. VSOE represents the price charged for a deliverable when it is sold separately or for a deliverable not yet being sold separately, the price established by management with the relevant authority. We consider VSOE to exist when approximately 80% or more of our standalone sales of an item are priced within a reasonably narrow pricing range (plus or minus 15% of the median rates). We have established VSOE of fair value for our post-installation technical support services and professional services. When VSOE of fair value is not available, third-party evidence (“TPE”) of fair value for similar products and services is acceptable; however, our offerings and market strategy differ from those of our competitors, such that we cannot obtain sufficient comparable information about third parties’ prices. If neither VSOE nor TPE are available, we use our best estimates of selling prices (“BESP”). We determine BESP considering factors such as market conditions, sales channels, internal costs and product margin objectives and pricing practices. We regularly review and update our VSOE, TPE and BESP information and obtain formal approval by appropriate levels of management.

 

The relative selling price method allocates total arrangement consideration proportionally to each deliverable on the basis of its estimated selling price. In addition, the amount recognized for any delivered items cannot exceed that which is not contingent upon delivery of any remaining items in the arrangement.

 

We also use the residual method of allocating the arrangement consideration in certain circumstances. We use the residual method to allocate total arrangement consideration between delivered and undelivered items for any arrangements entered into prior to January 1, 2011 and not subsequently materially-modified. The use of the residual method is required by software revenue recognition rules that applied to sales of most of our products and services until the adoption of the new revenue recognition guidance. We also use the residual method to allocate revenue between the software products that enable incremental equipment functionality and thus are not deemed to deliver its essential functionality, and the related post-installation technical support, as these products and services continue to be accounted for under software revenue recognition rules. Under the residual method, the amount allocated to the undelivered elements equals VSOE of fair value of these elements. Any remaining amounts are attributed to the delivered items and are recognized when those items are delivered.

 

The adoption of the new revenue recognition guidance did not result in changes in what we identify as the individual deliverables to which revenue is allocated, or the timing of revenue recognition related to these individual deliverables. The change in the allocation method from residual to relative selling price did not have a material impact on our financial statements during the three months or the nine months ended September 30, 2011.  In addition, there is a time lag between when we receive a signed customer purchase order or contract and when we install the products, sometimes as long as one year or more, primarily due to the installation cycles and timing preferences of our customers. As a result, less than half of the revenue we recognized during the nine months ended September 30, 2011 was subject to the new revenue recognition guidance. In the future periods, we anticipate the cumulative impact of the adoption may increase, as additional arrangements become subject to the new revenue recognition guidance. However, the specific adjustments for any future quarter are not predictable, as they depend on the timing of our backlog shipments and installations and the nature of the orders we receive from new customers.

 

A portion of our sales are made through multi-year lease agreements. We recognize product-related revenue under sales-type leases, net of lease execution costs such as post-installation product maintenance and technical support, at the net present value of the lease payment stream once our installation obligations have been met. We optimize cash flows by selling a majority of our non-U.S. government leases to third-party leasing finance companies on a non-recourse basis. We have no obligation to the leasing company once the lease has been sold. Some of our sales-type leases, mostly those relating to U.S. government hospitals, are retained in-house. Interest income in these leases is recognized in product revenue using the interest method.

 

Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2010 for a more complete discussion of our critical accounting policies and estimates.

 

Material Weakness in Internal Control Over Financial Reporting

 

Based on management’s evaluation of our disclosure controls and procedures as of September 30, 2011, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures as of September 30, 2011 were not effective at the reasonable assurance level.  Our remediation efforts commenced in connection with the identified material weakness described below have not yet been completed, and therefore we continue to have such material weakness which was evaluated in the same manner at December 31, 2010 and set forth in our Annual Report on Form 10-K for the year ended December 31, 2010.

 

As of December 31, 2010, our management had concluded that our internal control over financial reporting was not effective in providing reasonable assurance that a material misstatement of our interim or annual financial statements would be prevented or detected on a timely basis. That 2010 evaluation concluded that we have a material weakness related to accounting for income taxes. Specifically, our processes, procedures and controls related to the preparation and review of the annual tax provision were not

 

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effective to ensure that amounts recorded for the tax provision and the related current and deferred income tax asset and liability accounts were accurate and determined in accordance with U.S. generally accepted accounting principles. Additionally, we did not maintain effective controls over the review and analysis of supporting work papers for such tax balances.

 

Our management has committed to the following corrective actions for the current fiscal year:

 

·                  Re-assessing the relationship with our third-party consultant to ensure that there is an adequate level of review of the tax provision performed by the consultant and an appropriate level of oversight and validation by our management;

 

·                  Ensuring our internal review processes are carefully executed and monitored to properly account for changes to the underlying supporting documentation; and

 

·                  Implementing and utilizing income tax software to ensure a comprehensive reconciliation of all balance sheet tax accounts to our financial reporting system.

 

During the nine months ended September 30, 2011, we took the following remediation steps:

 

·                  We engaged our third-party tax consultant to enhance the tax provision review process.   These enhancements include the tax consultant’s detailed review of the income tax provision, regular discussions with our management and consultation, as necessary, with our independent registered public accounting firm.

 

·                  We commenced a search for a Senior Tax Manager.

 

·                  We continued the implementation of certain tax software packages.

 

Notwithstanding the above-mentioned material weakness, we believe that the consolidated financial statements included in this report fairly represent our consolidated financial position as of September 30, 2011, our consolidated results of operations for the three months and nine months ended September 30, 2011 and our cash flows for the nine months ended September 30, 2011.

 

Recent Accounting Pronouncements

 

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement, which amends the fair value guidance in ASC 820, thereby completing the joint project to achieve substantially converged fair value measurement and disclosure requirements for U.S. GAAP and IFRS. The new guidance changes some fair value measurement principles (such as extending the Level 1 prohibition of blockage discounts to Levels 2 and 3 in the fair value hierarchy) and expands disclosure requirements, primarily for Level 3 measurements.  This update will be effective for us the first quarter of 2012, applied prospectively with no early adoption permitted. We do not anticipate it will have any significant impact on our financial position, operating results or cash flows.

 

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. This ASU prohibits equity statement presentation of other comprehensive income, requiring instead either a single continuous operating statement or two separate, but consecutive, statements of net income and other comprehensive income. The new guidance does not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. Also, the earnings-per-share computation based on net income does not change. This update will be effective for us the first quarter of 2012, applied retrospectively with early adoption permitted.  As of November 2011, FASB was considering deferral of some aspects of this ASU. As ASU 2011-05 is only a presentation standard, its adoption will not have any significant impact on our financial position, operating results or cash flows.

 

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment, giving entities the option to determine qualitatively whether they can bypass the two-step goodwill impairment test in ASC 350-20, Intangibles, Goodwill and Other. Under the new guidance, if an entity chooses to perform a qualitative assessment and determines that it is more likely than not (more than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, it would then perform Step 1 of the annual goodwill impairment test and, if necessary, proceed to Step 2. Otherwise, no further evaluation would be necessary. The entity may choose each reporting period for which reporting units, if any, the qualitative assessment will be made. This update will be effective for us for any 2012 goodwill impairment tests, with early adoption permitted. We do not anticipate it will have any significant impact on our financial position, operating results or cash flows, as we currently apply the existing Step 1 test for our single-reporting unit business.

 

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Results of Operations

 

The table below shows the components of our results of operations as percentages of total revenues for the three months and nine months ended September 30, 2011 and 2010:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

(in thousands, except percentages)

 

(in thousands, except percentages)

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

$

 

% of
Revenue

 

$

 

% of
Revenue

 

$

 

% of
Revenue

 

$

 

% of
Revenue

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenue

 

$

49,790

 

77.3

%

$

43,241

 

76.8

%

$

138,583

 

75.9

%

$

127,559

 

77.2

%

Service and other revenues

 

14,649

 

22.7

%

13,045

 

23.2

%

44,021

 

24.1

%

37,580

 

22.8

%

Total revenues

 

64,439

 

100.0

%

56,286

 

100.0

%

182,604

 

100.0

%

165,139

 

100.0

%

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

22,429

 

34.8

%

19,449

 

34.5

%

59,995

 

32.9

%

57,723

 

35.0

%

Cost of service and other revenues

 

7,562

 

11.8

%

6,698

 

11.9

%

22,704

 

12.4

%

20,823

 

12.6

%

Restructuring charges

 

 

%

39

 

0.1

%

 

%

39

 

%

Total cost of revenues

 

29,991

 

46.6

%

26,186

 

46.5

%

82,699

 

45.3

%

78,585

 

47.6

%

Gross profit

 

34,448

 

53.4

%

30,100

 

53.5

%

99,905

 

54.7

%

86,554

 

52.4

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

6,019

 

9.3

%

6,089

 

10.8

%

16,139

 

8.8

%

15,604

 

9.4

%

Selling, general and administrative

 

23,635

 

36.7

%

19,851

 

35.3

%

73,713

 

40.4

%

61,789

 

37.4

%

Restructuring /asset impairment charges

 

 

%

1,157

 

2.0

%

 

%

1,157

 

0.7

%

Total operating expenses

 

29,654

 

46.0

%

27,097

 

48.1

%

89,852

 

49.2

%

78,550

 

47.5

%

Income from operations

 

4,794

 

7.4

%

3,003

 

5.4

%

10,053

 

5.5

%

8,004

 

4.9

%

Interest and other income (expense)

 

(191

)

(0.3

)%

159

 

0.3

%

(66

)

%

286

 

0.2

%

Income before provision for income taxes

 

4,603

 

7.1

%

3,162

 

5.7

%

9,987

 

5.5

%

8,290

 

5.1

%

Provision for income taxes

 

1,609

 

2.5

%

1,886

 

3.4

%

3,736

 

2.1

%

4,070

 

2.5

%

Net income

 

$

2,994

 

4.6

%

$

1,276

 

2.3

%

$

6,251

 

3.4

%

$

4,220

 

2.6

%

 

Product Revenues, Cost of Product Revenues and Gross Profit

 

The table below shows our product revenues, cost of product revenues and gross profit for the three months and nine months ended September 30, 2011 and 2010 and the percentage changes between those periods:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

% Change

 

2011

 

2010

 

% Change

 

 

 

(in thousands)

 

 

 

(in thousands)

 

 

 

Product revenues

 

$

49,790

 

$

43,241

 

15.1

%

$

138,583

 

$

127,559

 

8.6

%

Cost of product revenues

 

22,429

 

19,449

 

15.3

%

59,995

 

57,723

 

3.9

%

Gross profit

 

$

27,361

 

$

23,792

 

15.0

%

$

78,588

 

$

69,836

 

12.5

%

 

Product revenues increased by $6.5 million, or 15.1% in the three months ended September 30, 2011 as compared to the same period in 2010.  Product revenues increased by $11.0 million, or 8.6% in the nine months ended September 30, 2011 as compared to the same period in 2010.  Our ability to grow revenue is dependent on our ability to continue to receive orders from customers, the volume of installations we are able to complete, our ability to meet customer needs and provide a quality installation experience and our flexibility in manpower allocations among customers to complete installations on a timely basis.  The timing of our product revenues is primarily dependent on when our customers’ schedules allow for installations. Timing of installations, as well as increased sales to customers, in part due to revenues generated from our G4 cabinet console platform, resulted in increased revenue in the three and nine months ended September 30, 2011.

 

Cost of product revenues increased by $3.0 million, or 15.3% in the three months ended September 30, 2011 as compared to the same period in 2010, and increased by $2.3 million, or 3.9% in the nine months ended September 30, 2011 as compared to the same period in 2010.   The increase for both the three month and nine month comparisons was primarily a function of revenue growth. Cost of product revenues was also unfavorably impacted by product mix and higher product costs related to the manufacturing cost of the new G4 cabinet console platform released on May 2, 2011. The early production units of the G4 cabinet console were at a higher

 

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product cost than our previous generation product. This is due to initial production line ramp up and longer production cycles to validate the manufacturability and quality of the new console. The majority of the higher production line cost was absorbed in the three months ended September 30, 2011, and our future cost of product revenues are expected to be more reflective of the previous product.

 

Gross profit on product revenue increased by $3.6 million, or 15.0% in the three months ended September 30, 2011 as compared to the same period in 2010.   Gross profit on product revenue increased by $8.8 million, or 12.5% in the nine months ended September 30, 2011 as compared to the same period in 2010. The increases for both periods were the result of the increase in revenue and the higher initial costs of the new G4 cabinet console detailed above.

 

We expect total revenues in 2011 to increase approximately 10% compared to 2010, but we do not foresee any significant changes in the percentage of total revenues represented by product revenue or our gross margin beyond normal fluctuations caused by changes in product mix.

 

Service and Other Revenues, Cost of Service and Other Revenues and Gross Profit

 

The table below shows our service and other revenues, cost of service and other revenues and gross profit for the three months and nine months ended September 30, 2011 and 2010 and the percentage change between those periods:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

% Change

 

2011

 

2010

 

% Change

 

 

 

(in thousands)

 

 

 

(in thousands)

 

 

 

Service and other revenues

 

$

14,649

 

$

13,045

 

12.3

%

$

44,021

 

$

37,580

 

17.1

%

Cost of service and other revenues

 

7,562

 

6,698

 

12.9

%

22,704

 

20,823

 

9.0

%

Restructuring charges

 

 

39

 

(100.0

)%

 

39

 

(100.0

)%

Gross profit

 

$

7,087

 

$

6,308

 

12.3

%

$

21,317

 

$

16,718

 

27.5

%

 

Service and other revenues include revenues from service and maintenance contracts, rentals of automation systems, training and professional services.  Service and other revenues increased by $1.6 million, or 12.3% in the three months ended September 30, 2011 as compared to the same period in 2010.  The increase in service and other revenues was primarily the result of an expansion in our installed base of automation systems and a resulting increase in the number of support service contracts.   Service and other revenues increased by $6.4 million, or 17.1% in the nine months ended September 30, 2011 as compared to the same period in 2010.  The increase in service and other revenues was primarily the result of an expansion in our installed base of automation systems, higher professional service revenues, growth in analytical services and support and higher month-to-month rentals.

 

Cost of service and other revenues increased by $0.9 million, or 12.9% in the three months ended September 30, 2011 as compared to the same period in 2010.  Cost of service and other revenues increased by $1.9 million, or 9.0% in the nine months ended September 30, 2011 as compared to the same period in 2010.  This increase was primarily due to an increase in service support headcount and spare parts expense in support of the expanded service base.

 

Gross profit on service and other revenues increased by $0.8 million, or 12.3% in the three months ended September 30, 2011 as compared to the same period in 2010.  Gross profit on service and other revenues increased by $4.6 million, or 27.5% in the nine months ended September 30, 2011 as compared to the same period in 2010.  This increase was due to increased revenues from an expanded installed base without a significant and proportional growth in service cost.

 

We expect our gross profit on service and other revenues to remain consistent for the remainder of 2011.

 

Operating Expenses

 

The table below shows our operating expenses for the three months and nine months ended September 30, 2011 and 2010 and the percentage changes between those periods:

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

% Change

 

2011

 

2010

 

% Change

 

 

 

(in thousands)

 

 

 

(in thousands)

 

 

 

Research and development

 

$

6,019

 

$

6,089

 

(1.1

)%

$

16,139

 

$

15,604

 

3.4

%

Selling, general and administrative

 

23,635

 

19,851

 

19.1

%

73,713

 

61,789

 

19.3

%

Restructuring / asset impairment charges

 

 

1,157

 

(100.0

)%

 

1,157

 

(100.0

)%

Total operating expenses

 

$

29,654

 

$

27,097

 

9.4

%

$

89,852

 

$

78,550

 

14.4

%

 

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Table of Contents

 

Research and Development.  Research and development expenses decreased by $0.1 million, or 1.1% in the three months ended September 30, 2011 as compared to the same period in 2010.  Research and development expenses represented 9.3% and 10.8% of total revenues in the three months ended September 30, 2011 and 2010, respectively. The decrease was due primarily to a $0.8 million increase in compensation costs related to increased staffing, offset by decreased spending of $0.4 million and $0.3 million for outside services and prototypes, respectively, and a $0.2 million decrease reflecting higher labor capitalized for software development in the current period. The capitalization of software development costs increased from $0.2 million for the third quarter of 2010 to $0.4 million for the third quarter of 2011, due to modestly higher beta testing of new products in the current period.

 

Research and development expenses increased $0.5 million, or 3.4% in the nine months ended September 30, 2011 as compared to the corresponding period in 2010.  Research and development represented 8.8% and 9.4% of total revenues in the nine months ended September 30, 2011 and 2010, respectively.  The increase was due primarily to a $2.3 million increase in compensation costs related to increased staffing, $0.3 million from the year ago period’s favorable timing effect on expenses due to a reduction in accrued vacation and $0.3 million in other increases.  These increases were offset by decreased spending of $0.5 million for outside services and a $1.9 million decrease reflecting higher labor capitalized for software development in the current period.  The capitalization of software development costs increased from $1.6 million for the nine months ended September 30, 2010 to $3.5 million for the nine months ended September 30, 2011, due to the higher level of beta testing that preceded several new product introductions in the third quarter of 2011.

 

We expect gross research and development expenses to increase slightly as a percentage of