0000926326-19-000011.txt : 20190425 0000926326-19-000011.hdr.sgml : 20190425 20190425160345 ACCESSION NUMBER: 0000926326-19-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190425 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190425 DATE AS OF CHANGE: 20190425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICELL, Inc CENTRAL INDEX KEY: 0000926326 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 943166458 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33043 FILM NUMBER: 19767407 BUSINESS ADDRESS: STREET 1: 590 E. MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 6502516100 MAIL ADDRESS: STREET 1: 590 E. MIDDLEFIELD ROAD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: OMNICELL INC /CA/ DATE OF NAME CHANGE: 20010625 FORMER COMPANY: FORMER CONFORMED NAME: OMNICELL COM /CA/ DATE OF NAME CHANGE: 20000419 FORMER COMPANY: FORMER CONFORMED NAME: OMNICELL TECHNOLOGIES INC DATE OF NAME CHANGE: 19960807 8-K 1 q120198-k.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 25, 2019

OMNICELL, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
000-33043
 
94-3166458
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(IRS Employer Identification Number)

590 East Middlefield Road
Mountain View, CA 94043
(Address of principal executive offices, including zip code)

(650) 251-6100
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b– 2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
 
Emerging growth company
 o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 
 o








Item 2.02 Results of Operations and Financial Condition

On April 25, 2019, Omnicell, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2019. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


 







SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
OMNICELL,  INC.
Date: April 25, 2019
/s/ Peter J. Kuipers
 
Peter J. Kuipers,
 
Executive Vice President and Chief Financial Officer



 



EX-99.1 2 exhibit991q119.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

exhibit991q414logoa01a08.jpg

Contact:
 
 
Peter Kuipers
 
Omnicell, Inc.
Chief Financial Officer
 
590 East Middlefield Road
800-850-6664
 
Mountain View, CA 94043
Peter.Kuipers@Omnicell.com
 
 


Omnicell Reports Results for First Quarter 2019

GAAP and non-GAAP revenues of $202.5 million, up 10.9% year-over-year
GAAP net income per diluted share of $0.08, up 14.3% year-over-year
Non-GAAP net income per diluted share of $0.61, up 110.3% year-over-year

MOUNTAIN VIEW, Calif. -- April 25, 2019 -- Omnicell, Inc. (NASDAQ: OMCL), a leading provider of medication and supply management solutions to healthcare systems, today announced results for its first quarter ended March 31, 2019.
GAAP Results
GAAP revenues for the first quarter of 2019 were $202.5 million, up $19.9 million, or 10.9% from the first quarter of 2018.
First quarter 2019 GAAP net income as reported was $3.3 million, or $0.08 per diluted share. This compares to GAAP net income of $2.7 million, or $0.07 per diluted share, for the first quarter of 2018.
Non-GAAP Results
Non-GAAP revenues for the first quarter of 2019 were $202.5 million, up $19.9 million, or 10.9%, from the first quarter of 2018.
Non-GAAP net income for the first quarter of 2019 was $25.8 million, or $0.61 per diluted share. This compares to non-GAAP net income of $11.5 million, or $0.29 per diluted share, for the first quarter of 2018.
Non-GAAP net income for each period excludes, when applicable, the effect of share-based compensation expense, amortization expense of acquired intangible assets, acquisition-related expenses, fair value adjustments related to business acquisitions, restructuring and severance-related expenses, tax reform and restructuring income tax benefits and expenses, contingent gains, and amortization of debt issuance cost.
“We believe that customers and the market are embracing our Autonomous Pharmacy vision and the impact that advanced automation, data intelligence, and expert services will have on patient care,” said Randall A. Lipps, chairman, president, chief executive officer, and founder of Omnicell. “Our solutions are designed to drive improvement in patient and provider outcomes in a variety of healthcare settings across the continuum of care, with medication management automation becoming central to their success.”
2019 Guidance
For the second quarter of 2019, the Company expects non-GAAP total revenues to be between $211 million and $217 million. The Company expects non-GAAP product revenues to be between $153 million and $158 million, and non-GAAP service revenues to be between $58 million and $59 million. The Company expects second quarter 2019 non-GAAP earnings to be between $0.61 and $0.66 per share.
For the year 2019, the Company expects product bookings to be between $745 million and $780 million. The Company expects non-GAAP total revenues to be between $880 million and $900 million. The Company expects non-GAAP product revenues to be

1



between $652 million and $668 million, and non-GAAP service revenues to be between $228 million and $232 million. The Company expects 2019 non-GAAP earnings to be between $2.62 and $2.82 per share.
The table below summarizes 2019 guidance outlined above.
 
Q2'19
2019
Product Bookings
Not provided
$745 million - $780 million
Non-GAAP Total Revenues
$211 million - $217 million
$880 million - $900 million
Non-GAAP Product Revenues
$153 million - $158 million
$652 million - $668 million
Non-GAAP Service Revenues
$58 million - $59 million
$228 million - $232 million
Non-GAAP EPS
$0.61 - $0.66
$2.62 - $2.82
Omnicell Conference Call Information
Omnicell will hold a conference call today, Thursday, April 25, 2019 at 1:30 p.m. PT to discuss first quarter financial results. The conference call can be monitored by dialing 1-800-696-5518 within the U.S. or 1-706-758-4883 for all other locations. The Conference ID # is 1788166. Internet users can access the conference call at http://ir.omnicell.com/communications/events-presentations. A replay of the call will be available today at approximately 4:30 p.m. PT and will be available until 11:59 p.m. PT on May 24, 2019. The replay access numbers are 1-855-859-2056 within the U.S. and 1-404-537-3406 for all other locations, Conference ID # is 1788166.
 
About Omnicell
Since 1992, Omnicell has been inspired to create safer and more efficient ways to manage medications across all care settings. Through our industry-leading medication management platform that spans the continuum of care, Omnicell is developing a vision for a fully automated infrastructure, powered by a cloud data platform that supports improved patient care, fewer errors, enhanced safety, and new opportunities for growth.
Omnicell’s vision for the Autonomous Pharmacy integrates a comprehensive set of solutions across three key areas: Automation solutions designed to digitize and streamline workflows; Intelligence that provides actionable insights to better understand medication usage and improve pharmacy supply chain management; and Work - expert services that serve as an extension of pharmacy operations to support improved efficiency, regulatory compliance, and patient outcomes.
Over 5,500 facilities worldwide use Omnicell automation and analytics solutions to help increase operational efficiency, reduce medication errors, deliver actionable intelligence, and improve patient safety. More than 40,000 institutional and retail pharmacies across North America and the United Kingdom leverage Omnicell's innovative medication adherence solutions designed to improve patient engagement and adherence to prescriptions, helping to reduce costly hospital readmissions.
For more information about Omnicell, Inc. please visit www.omnicell.com.
Omnicell and the Omnicell logo are registered trademarks of Omnicell, Inc. in the United States and other countries.
Forward-Looking Statements
To the extent any statements contained in this release deal with information that is not historical, these statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. As such, they are subject to the occurrence of many events outside Omnicell’s control and are subject to various risk factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statement. Such statements include, but are not limited to, Omnicell’s projected bookings, revenues and earnings per share; pipeline; new products and solutions yet to be generally available; and new sales opportunities. Risks that contribute to the uncertain nature of the forward-looking statements include (i) Omnicell's ability to take advantage of the growth opportunities in medication management across the spectrum of healthcare settings from hospital to home, (ii) Omnicell's ability to develop and commercialize new products, including the XR2 Automated Central Pharmacy System and the IVX Workflow semi-automated workflow solution, and enhance existing products, (iii) Omnicell's ability to deliver on our vision of the Autonomous Pharmacy and the impact that advanced automation, data intelligence, and expert services will have on patient care, (iv) unfavorable general economic and market conditions, (v) risks to growth and acceptance of Omnicell's products and services, including competitive conversions, (vi) growth of the clinical automation and workflow automation market generally, (vii) potential of increasing competition, (viii) potential regulatory changes, (ix) Omnicell's ability to improve sales productivity to grow product bookings, and (x) Omnicell's ability to acquire companies, businesses, or technologies and successfully integrate such acquisitions. These and other risks and uncertainties are described more fully in Omnicell’s most

2



recent filings with the Securities and Exchange Commission (“SEC”). Prospective investors are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date on which they were made. Omnicell undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Use of Non-GAAP Financial Information
This press release contains financial measures that are not calculated in accordance with GAAP. Our management evaluates and makes operating decisions using various performance measures. In addition to Omnicell’s GAAP results, we also consider non-GAAP revenues, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP net income, and non-GAAP net income per diluted share. Additionally, we calculate adjusted EBITDA (another non-GAAP measure) by means of adjustments to GAAP net income. These non-GAAP results should not be considered as an alternative to gross profit, operating expenses, net income, net income per diluted share, or any other performance measure derived in accordance with GAAP. We present these non-GAAP results because we consider them to be important supplemental measures of Omnicell’s performance.
Our non-GAAP revenues, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP net income, and non-GAAP net income per diluted share are exclusive of certain items to facilitate management’s review of the comparability of Omnicell’s core operating results on a period-to-period basis because such items are not related to Omnicell’s ongoing core operating results as viewed by management. We define our “core operating results” as those revenues recorded in a particular period and the expenses incurred within that period that directly drive operating income in that period. Management uses these non-GAAP financial measures in making operating decisions because, in addition to meaningful supplemental information regarding operating performance, the measures give us a better understanding of how we should invest in research and development, fund infrastructure growth, and evaluate the effectiveness of marketing strategies. In calculating the above non-GAAP results, management specifically adjusted for the following excluded items:
a)
Share-based compensation expense. We excluded from our non-GAAP results the expense related to equity-based compensation plans as they represent expenses that do not require cash settlement from Omnicell.
b)
Amortization of acquired intangible assets. We excluded from our non-GAAP results the intangible assets amortization expense resulting from our past acquisitions. These non-cash charges are not considered by management to reflect the core cash-generating performance of the business and therefore are excluded from our non-GAAP results.
c)
Amortization of debt issuance cost. Debt issuance cost represents costs associated with the issuance of Term Loan and Revolving Line of Credit facilities. The cost includes underwriting fees, original issue discount, ticking fee, and legal fees. This non-cash expense is not considered by management to reflect the core cash-generating performance of the business and therefore is excluded from our non-GAAP results.
d)
Severance and other related expenses. We excluded from our non-GAAP results the expenses which are related to restructuring events. These expenses are unrelated to our ongoing operations, and we do not expect them to occur in the ordinary course of business. We believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and the financial results of peer companies.
e)
Tax impact from restructuring activity. We excluded from our non-GAAP results the tax impacts related to restructuring activity. These impacts are unrelated to our ongoing operations, and we do not expect them to occur in the ordinary course of business. We believe that excluding these impacts provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and the financial results of peer companies.
f)
Tax impact from intellectual property (“IP”) restructuring. We excluded from our non-GAAP results the tax impacts related to IP restructuring. These impacts are unrelated to our ongoing operations, and we do not expect them to occur in the ordinary course of business. We believe that excluding these impacts provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and the financial results of peer companies.
Management adjusts for the above items because management believes that, in general, these items possess one or more of the following characteristics: their magnitude and timing is largely outside of Omnicell’s control; they are unrelated to the ongoing operation of the business in the ordinary course; they are unusual and we do not expect them to occur in the ordinary course of business; or they are non-operational, or non-cash expenses involving stock compensation plans or other items.
We believe that the presentation of these non-GAAP financial measures is warranted for several reasons: 
a)
Such non-GAAP financial measures provide an additional analytical tool for understanding Omnicell’s financial performance by excluding the impact of items which may obscure trends in the core operating results of the business. 

3



b)
Since we have historically reported non-GAAP results to the investment community, we believe the inclusion of non-GAAP numbers provides consistency and enhances investors’ ability to compare our performance across financial reporting periods.
c)
These non-GAAP financial measures are employed by Omnicell’s management in its own evaluation of performance and are utilized in financial and operational decision making processes, such as budget planning and forecasting.
d)
These non-GAAP financial measures facilitate comparisons to the operating results of other companies in our industry, which use similar financial measures to supplement their GAAP results, thus enhancing the perspective of investors who wish to utilize such comparisons in their analysis of our performance.
Set forth below are additional reasons why share-based compensation expense is excluded from our non-GAAP financial measures:
i)
While share-based compensation calculated in accordance with Accounting Standard Codification (“ASC”) 718 constitutes an ongoing and recurring expense of Omnicell, it is not an expense that requires cash settlement by Omnicell. We therefore exclude these charges for purposes of evaluating core operating results. Thus, our non-GAAP measurements are presented exclusive of share-based compensation expense to assist management and investors in evaluating our core operating results. 
ii)
We present ASC 718 share-based payment compensation expense in our reconciliation of non-GAAP financial measures on a pre-tax basis because the exact tax differences related to the timing and deductibility of share-based compensation under ASC 718 are dependent upon the trading price of Omnicell’s common stock and the timing and exercise by employees of their stock options. As a result of these timing and market uncertainties, the tax effect related to share-based compensation expense would be inconsistent in amount and frequency and is therefore excluded from our non-GAAP results. 
Our adjusted EBITDA calculation is defined as earnings before interest income and expense, taxes, depreciation and amortization, and non-cash expenses, including ASC 718 share-based compensation expense, as well as certain non-GAAP adjustments.
As stated above, we present non-GAAP financial measures because we consider them to be important supplemental measures of performance. However, non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for Omnicell’s GAAP results. In the future, we expect to incur expenses similar to certain of the non-GAAP adjustments described above and expect to continue reporting non-GAAP financial measures excluding such items. Some of the limitations in relying on non-GAAP financial measures are: 
a)
Omnicell’s stock option and stock purchase plans are important components of incentive compensation arrangements and will be reflected as expenses in Omnicell’s GAAP results for the foreseeable future under ASC 718. 
b)
Other companies, including companies in Omnicell’s industry, may calculate non-GAAP financial measures differently than Omnicell, limiting their usefulness as a comparative measure.
Pursuant to the requirements of SEC Regulation G, a detailed reconciliation between Omnicell’s non-GAAP and GAAP financial results is set forth in the financial tables at the end of this press release. Investors are advised to carefully review and consider this information strictly as a supplement to the GAAP results that are contained in this press release and in Omnicell’s SEC filings.
Our 2019 guidance for non-GAAP earnings per share, as well as certain projections to be discussed in the conference call noted above, exclude “certain items,” which include but are not limited to: unusual gains and losses; costs associated with future restructurings; acquisition-related expenses; and certain tax and litigation outcomes. We do not provide a reconciliation of non-GAAP earnings per share guidance to the comparable GAAP measure as these items are inherently uncertain and difficult to estimate, and cannot be predicted without unreasonable effort. We believe such a reconciliation would imply a degree of precision that could be confusing to investors. These items may also have a material impact on GAAP earnings per share in future periods.

4




Omnicell, Inc.
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)

 
Three months ended March 31,
 
2019
 
2018 (a)
Revenues:
 
 
 
Product revenues
$
145,610

 
$
130,659

Services and other revenues
56,907

 
51,960

Total revenues
202,517

 
182,619

Cost of revenues:
 
 
 
Cost of product revenues
78,811

 
75,417

Cost of services and other revenues
26,589

 
24,747

Total cost of revenues
105,400

 
100,164

Gross profit
97,117

 
82,455

Operating expenses:
 
 
 
Research and development
16,078

 
16,537

Selling, general, and administrative
68,278

 
65,285

Total operating expenses
84,356

 
81,822

Income from operations
12,761

 
633

Interest and other income (expense), net
(1,410
)
 
(2,729
)
Income (loss) before provision for income taxes
11,351

 
(2,096
)
Provision for (benefit from) income taxes
8,067

 
(4,816
)
Net income
$
3,284

 
$
2,720

Net income per share:
 
 
 
Basic
$
0.08

 
$
0.07

Diluted
$
0.08

 
$
0.07

Weighted-average shares outstanding:
 
 
 
Basic
40,692

 
38,635

Diluted
42,281

 
39,691

(a) 
Includes a $0.6 million reclassification from services and other revenues to product revenues to conform with current-period presentation.

5




Omnicell, Inc.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)
 
March 31,
2019
 
December 31,
2018
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
77,244

 
$
67,192

Accounts receivable and unbilled receivables, net
203,489

 
196,238

Inventories
103,909

 
100,868

Prepaid expenses
17,048

 
20,700

Other current assets
12,017

 
12,136

Total current assets
413,707

 
397,134

Property and equipment, net
52,039

 
51,500

Long-term investment in sales-type leases, net
19,469

 
17,082

Operating lease right-of-use assets
63,851

 

Goodwill
336,119

 
335,887

Intangible assets, net
138,893

 
143,686

Long-term deferred tax assets
32,043

 
15,197

Prepaid commissions
43,669

 
46,143

Other long-term assets
77,270

 
74,613

Total assets
$
1,177,060

 
$
1,081,242

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
Accounts payable
$
38,466

 
$
38,038

Accrued compensation
29,056

 
41,660

Accrued liabilities
52,996

 
43,047

Deferred revenues, net
90,104

 
81,835

Total current liabilities
210,622

 
204,580

Long-term deferred revenues
10,302

 
10,582

Long-term deferred tax liabilities
61,405

 
41,484

Long-term operating lease liabilities
57,470

 

Other long-term liabilities
9,786

 
9,562

Long-term debt, net
96,990

 
135,417

Total liabilities
446,575

 
401,625

Total stockholders’ equity
730,485

 
679,617

Total liabilities and stockholders’ equity
$
1,177,060

 
$
1,081,242


6



Omnicell, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
 
Three months ended March 31,
 
2019
 
2018
Operating Activities
 
 
 
Net income
$
3,284

 
$
2,720

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation and amortization
12,637

 
12,310

Loss on disposal of fixed assets
355

 

Share-based compensation expense
8,410

 
6,528

Deferred income taxes
3,075

 
(5,128
)
Amortization of operating lease right-of-use assets
2,602

 

Amortization of debt financing fees
573

 
573

Changes in operating assets and liabilities:
 
 
 
Accounts receivable and unbilled receivables
(7,251
)
 
(632
)
Inventories
(2,936
)
 
(6,881
)
Prepaid expenses
3,652

 
(769
)
Other current assets
373

 
(997
)
Investment in sales-type leases
(2,641
)
 
(1,491
)
Prepaid commissions
2,474

 
1,796

Other long-term assets
5,206

 
(1,673
)
Accounts payable
(233
)
 
(9,416
)
Accrued compensation
(12,604
)
 
2,391

Accrued liabilities
127

 
4,276

Deferred revenues
7,989

 
15,118

Operating lease liabilities
(2,669
)
 

Other long-term liabilities
4,074

 
131

Net cash provided by operating activities
26,497

 
18,856

Investing Activities
 
 
 
Software development for external use
(11,717
)
 
(5,272
)
Purchases of property and equipment
(4,980
)
 
(9,268
)
Net cash used in investing activities
(16,697
)
 
(14,540
)
Financing Activities
 
 
 
Repayment of debt and revolving credit facility
(39,000
)
 
(2,500
)
At the market offering, net of offering costs
20,216

 

Proceeds from issuances under stock-based compensation plans
20,526

 
9,541

Employees’ taxes paid related to restricted stock units
(1,920
)
 
(1,300
)
Net cash provided by (used in) financing activities
(178
)
 
5,741

Effect of exchange rate changes on cash and cash equivalents
430

 
1,292

Net increase in cash and cash equivalents
10,052

 
11,349

Cash and cash equivalents at beginning of period
67,192

 
32,424

Cash and cash equivalents at end of period
$
77,244

 
$
43,773


7



Omnicell, Inc.
Reconciliation of GAAP to Non-GAAP
(Unaudited, in thousands, except per share data and percentage)
 
Three months ended
 
March 31,
2019
 
March 31,
2018
 
 
 
 
Reconciliation of GAAP revenues to non-GAAP revenues:
 
 
 
GAAP revenues
$
202,517

 
$
182,619

Non-GAAP revenues
$
202,517

 
$
182,619

 
 
 
 
Reconciliation of GAAP gross profit to non-GAAP gross profit:
 
GAAP gross profit
$
97,117

 
$
82,455

GAAP gross margin
48.0%
 
45.2%
Share-based compensation expense
1,462

 
1,019

Amortization of acquired intangibles
2,066

 
2,791

Non-GAAP gross profit
$
100,645

 
$
86,265

Non-GAAP gross margin
49.7%
 
47.2%
 
 
 
 
Reconciliation of GAAP operating expenses to non-GAAP operating expenses:
GAAP operating expenses
$
84,356

 
$
81,822

GAAP operating expenses % to total revenues
41.7%
 
44.8%
Share-based compensation expense
(6,948
)
 
(5,509
)
Amortization of acquired intangibles
(2,716
)
 
(3,238
)
Severance and other expenses
(286
)
 
(1,512
)
Non-GAAP operating expenses
$
74,406

 
$
71,563

Non-GAAP operating expenses % to total non-GAAP revenues
36.7%
 
39.2%
 
 
 
 
Reconciliation of GAAP income from operations to non-GAAP income from operations:
GAAP income from operations
$
12,761

 
$
633

GAAP operating income % to total revenues
6.3%
 
0.3%
Share-based compensation expense
8,410

 
6,528

Amortization of acquired intangibles
4,782

 
6,029

Severance and other expenses
286

 
1,512

Non-GAAP income from operations
$
26,239

 
$
14,702

Non-GAAP operating income % to total non-GAAP revenues
13.0%
 
8.1%

8



Omnicell, Inc.
Reconciliation of GAAP to Non-GAAP
(Unaudited, in thousands, except per share data and percentage)
 
Three months ended
 
March 31,
2019
 
March 31,
2018
Reconciliation of GAAP net income to non-GAAP net income:
GAAP net income
$
3,284

 
$
2,720

Tax benefit for restructuring activity

 
(4,205
)
Tax impact of IP restructuring
9,624

 

Share-based compensation expense
8,410

 
6,528

Amortization of acquired intangibles
4,782

 
6,029

Severance and other expenses(a)
859

 
2,085

Tax effect of the adjustments above(b)
(1,184
)
 
(1,703
)
Non-GAAP net income
$
25,775

 
$
11,454

 
 
 
 
Reconciliation of GAAP net income per share - diluted to non-GAAP net income per share - diluted:
Shares - diluted GAAP
42,281

 
39,691

 
 
 
 
Shares - diluted Non-GAAP
42,281

 
39,691

 
 
 
 
GAAP net income per share - diluted
$
0.08

 
$
0.07

Tax benefit for restructuring activity

 
(0.10
)
Tax impact of IP restructuring
0.23

 

Share-based compensation expense
0.20

 
0.16

Amortization of acquired intangibles
0.11

 
0.15

Severance and other expenses
0.02

 
0.05

Tax effect of the adjustments above(b)
(0.03
)
 
(0.04
)
Non-GAAP net income per share - diluted
$
0.61

 
$
0.29

 
 
 
 
Reconciliation of GAAP net income to non-GAAP Adjusted EBITDA(c):
GAAP net income
$
3,284

 
$
2,720

Share-based compensation expense
8,410

 
6,528

Interest (income) and expense, net
706

 
1,772

Depreciation and amortization expense
12,637

 
12,310

Severance and other expenses
859

 
2,085

Income tax expense (benefit)
8,067

 
(4,816
)
Non-GAAP adjusted EBITDA
$
33,963

 
$
20,599

(a) 
For the three months ended March 31, 2019, other expenses include $0.4 million and $0.2 million of amortization of debt issuance costs related to prior acquisitions and credit facilities amendments, respectively, and $0.3 million of IP restructuring costs. For the three months ended March 31, 2018, other expenses include $0.4 million and $0.2 million of amortization of debt issuance costs related to prior acquisitions and credit facilities amendments, respectively.
(b) 
Tax effects calculated for all adjustments except tax benefits and expenses, and share-based compensation expense, using an estimated annual effective tax rate of 21% for both fiscal years 2019 and 2018.
(c) 
Defined as earnings before interest income and expense, taxes, depreciation and amortization, share-based compensation, as well as excluding certain non-GAAP adjustments.

9
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