FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS
This quarterly report on Form 10-Q contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933 (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"). The forward-looking
statements are contained throughout this report, including in the sections
entitled "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Forward-looking statements include, but
are not limited to, statements about:
•our expectations about the continuing impact of the ongoing COVID-19 pandemic
(including efforts to contain the spread of the pandemic) on our workforce and
operations, as well as the continuing impacts on our customers and suppliers,
and the anticipated continuing effects of the pandemic and associated
containment measures on our business, financial condition, liquidity, and
results of operations;
•our expectations regarding our future sales pipeline and product bookings;
•the extent and timing of future revenues, including the amounts of our current
backlog;
•the size or growth of our market or market share;
•our beliefs about drivers of demand for our solutions, market opportunities in
certain product categories, and continued expansion in these product categories,
as well as our belief that our technology, services, and solutions within these
categories position us well to address the needs of retail, acute, and
post-acute pharmacy providers;
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•our ability to acquire companies, businesses, products, or technologies on
commercially reasonable terms and integrate such acquisitions effectively;
•our goal of advancing our platform with new product introductions annually;
•our ability to deliver on the autonomous pharmacy vision, as well as our plan
to integrate our current offerings and technologies on a cloud infrastructure
and invest in broadening our solutions across certain key areas as we execute on
this vision;
•continued investment in the autonomous pharmacy vision, our beliefs about the
anticipated benefits of such investments, and our expectations regarding
continued growth in subscription and cloud-based offerings as we execute on this
vision;
•our belief that our solutions and vision for fully autonomous medication
management are strongly aligned with long-term trends in the healthcare market
and well-positioned to address the evolving needs of the healthcare
institutions;
•planned new products and services;
•the bookings, revenue, and margin opportunities presented by new products,
emerging markets, and international markets;
•our ability to align our cost structure and headcount with our current business
expectations;
•the outcome of any legal proceedings to which we are a party;
•the bookings, revenues, non-GAAP EBITDA, non-GAAP operating margin, or non-GAAP
earnings per share goals we may set;
•our projected target long-term revenues and revenue growth rates, long-term
non-GAAP operating margin targets, long-term non-GAAP EBITDA margin targets, and
free cash flow conversion;
•our ability to protect our intellectual property and operate our business
without infringing, misappropriating, or otherwise violating the intellectual
property rights of others;
•the expected impacts of new accounting standards or changes to existing
accounting standards;
•our expected future uses of cash, including our expected uses for the remaining
proceeds of our convertible senior notes, and the sufficiency of our sources of
funding; 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," "seeks,"
"may," "plans," "potential," "predicts," "projects," "should," "will," "would,"
and variations of these terms and similar expressions. Forward-looking
statements are based on our current expectations and assumptions and are subject
to known and unknown risks and uncertainties, which may cause our actual
results, performance, or achievements to be materially different from those
expressed or implied in the forward-looking statements.
Such risks and uncertainties include those described throughout this quarterly
report, including in Part II - Item 1A. "Risk Factors" and Part I - Item 2.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" below. Given these risks and uncertainties, you should not place
undue reliance on these forward-looking statements. You should carefully read
this quarterly report and the documents that we reference in this quarterly
report and have filed as exhibits, as well as other documents we file from time
to time with the U.S. Securities and Exchange Commission ("SEC"), with the
understanding that our actual future results may be materially different from
what we expect. The forward-looking statements in this quarterly report
represent our estimates and assumptions only as of the date of this quarterly
report. 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 expressed or implied in any forward-looking
statements, even if new information becomes available in the future.
All references in this report to "Omnicell," "our," "us," "we," or "the Company"
collectively refer to Omnicell, Inc., a Delaware corporation, and its
subsidiaries. The term "Omnicell, Inc." refers only to Omnicell, Inc., excluding
its subsidiaries.
We own various registered and unregistered trademarks and service marks used in
our business, some of which appear in this report. The most important of these
marks include Omnicell® and the Omnicell logo. This report may also
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                                    OVERVIEW
Our Business
We are a leader in transforming the pharmacy care delivery model. Our medication
management automation solutions and adherence tools empower healthcare systems
and pharmacies to focus on clinical care, rather than administrative tasks. Our
solutions support the vision of a fully autonomous pharmacy, a roadmap designed
to improve operational efficiencies through a fully automated, medication
management infrastructure. Our vision is to transform the pharmacy care delivery
model through automation designed to replace manual, error-prone processes,
combined with a single, cloud-based platform and advanced services offerings. We
believe our connected devices, products, and solutions will help our customers
harness the power of data and analytics, and deliver improved patient outcomes.
Over 7,000 facilities worldwide use our automation and analytics solutions which
are designed to improve pharmacy workflows, increase operational efficiency,
reduce medication errors, deliver actionable intelligence, and improve patient
safety. More than 50,000 institutional and retail pharmacies across North
America and the United Kingdom leverage our innovative medication adherence and
population health solutions to improve patient engagement, and adherence to
prescriptions and vaccine scheduling, helping to reduce costly hospital
readmissions. We sell our product and consumable solutions together with related
service offerings. Revenues generated in the United States represented 89% and
90% of our total revenues for the three months ended March 31, 2021 and 2020,
respectively.
Over the past several years, our business has expanded from a single-point
solution to a platform of products and services that will help to further
advance the vision of the autonomous pharmacy. This has resulted in larger deal
sizes across multiple products, services, and implementations for customers and,
we believe, more comprehensive, valuable, and enduring relationships.
We utilize product bookings as an indicator of the success of our business.
Product bookings generally consist of all firm orders other than for technical
services and other less significant items, as evidenced generally by a
non-cancelable contract and purchase order for equipment and software products,
and by a purchase order for consumables. A majority of our connected devices and
software license product bookings are installable within twelve months of
booking, and are recorded as revenue upon customer acceptance of the
installation or receipt of goods. Revenues from software-as-a-service ("SaaS"),
subscription software, and technology-enabled services product bookings are
recorded over the contractual term.
In addition to product solution sales, we provide services to our customers. We
provide installation planning and consulting as part of most product sales which
is generally included in the initial price of the solution. To help assure the
maximum availability of our systems, our customers typically purchase
maintenance and support contracts in increments of one to five years. As a
result of the growth of our installed base of customers and expanded service
offerings, our service revenues have also grown.
The following table summarizes each revenue category:

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