UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 2.02 Results of Operations and Financial Condition.
On February 28, 2023, Omnicell, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2022. 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. A slide presentation, dated February 28, 2023, is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The slide presentation provides information that may be referred to by the Company on its conference call with investors scheduled to occur on February 28, 2023 in connection with the Company’s release of results for the fiscal year and fourth quarter 2022.
The information contained in Item 2.02 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto are being furnished and 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 they 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 2.05 Costs Associated with Exit or Disposal Activities.
As previously disclosed, on November 23, 2022, the Company committed to a plan to reduce the Company’s headcount (the “Plan”), as part of the Company’s expense containment efforts being implemented due to ongoing macroeconomic headwinds.
As a result of continued exploration of expense containment measures, on February 28, 2023, the Company committed to further reduce its headcount, as part of the Plan. The Company expects to further reduce its workforce across many of its functions affecting approximately 60 additional employees. As part of the Plan, on February 28, 2023, the Company also committed to reduce its real estate footprint to align with its broader hybrid work strategy and in an effort to further reduce costs. The Company expects to reduce its real estate square footage by the end of the second quarter of fiscal 2023.
The Company estimates that the additional headcount reductions and office closures will result in additional incremental nonrecurring restructuring and related charges of approximately $13.0 million in 2023.
As a result of these additional actions, the Company now expects total nonrecurring restructuring and related charges in connection with the Plan of $30.5 million, which the Company incurred $17.5 million of charges in the quarter ended December 31, 2022 and expects to incur $13.0 million of charges by the end of the second quarter of fiscal 2023. The estimated nonrecurring restructuring and related charges consist of (i) approximately $23.5 million of cash-based charges related to the reduction in headcount, consisting primarily of employee severance and benefits costs, for which the Company incurred $17.5 million of charges in the quarter ended December 31, 2022 and expects to incur $6.0 million of charges in the quarter ended March 31, 2023, and (ii) approximately $7.0 million of non-cash charges related to the office closures, which the company expects to incur by the end of the second quarter of fiscal 2023 consisting primarily of impairment of operating lease right-of-use assets. The Company now expects the Plan, including related cash payments, to be substantially complete by the end of the second quarter of fiscal 2023.
The Company currently estimates that the Plan, along other expense containment efforts, will result in annualized savings of approximately $50 million from operating expenses, excluding the expected volume-based reductions within cost of revenues, in 2023. However, the Company expects that much of the annualized savings will be offset by the impact of year-over-year inflation in employee salaries and increased performance-based compensation, as well as investments in research and development.
The estimates of the charges and costs that the Company expects to incur and the annualized savings the Company expects to achieve, in connection with the foregoing, and the timing thereof, are subject to a number of assumptions and actual results may differ materially. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur as a result of or in connection with the implementation of the Plan.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements related to the expected timing of completion of the Plan, and the expected costs, related charges, and savings under the Plan. Words such as “expects,” “estimate,” “will,” "likely," "anticipates,” “intend,” “may,” “plan,” “potential,” “believe,” “forecast,” “guidance,” “outlook,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the Company’s current plans, assumptions, beliefs, and expectations. Forward-looking statements are subject to the occurrence of many events outside the Company’s control. Actual results and the timing of events may differ materially from those contemplated by such forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk that the restructuring costs may be greater than anticipated or that the savings may be less than anticipated; the risk that the Company’s efforts may have an adverse impact on the Company’s internal programs, and Omnicell’s ability to recruit and retain skilled and motivated personnel and may be distracting to management; and other risks and uncertainties further described in the “Risk Factors” section of Omnicell’s most recent Annual Report on Form 10-K, as well as in Omnicell’s other reports filed with or furnished to the United States Securities and Exchange Commission (“SEC”), available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained herein speak only as of the date hereof. Omnicell assumes no obligation to update any such statements publicly, or to update the reasons actual results could differ materially from those expressed or implied in any forward-looking statements, whether as a result of changed circumstances, new information, future events, or otherwise, except as required by law.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Departure
On February 28, 2023, the Company announced that Peter J. Kuipers will step down from his role as Executive Vice President, Chief Financial Officer, effective July 1, 2023. Pending his departure, Mr. Kuipers will continue to serve as Executive Vice President, Chief Financial Officer while the Company searches for a new Chief Financial Officer and will assist with the transition of his role and responsibilities.
In connection with Mr. Kuipers’ departure, it is expected that the Company and Mr. Kuipers will enter into a separation agreement, the material terms of which have not been finalized as of the date of this Current Report on Form 8-K.
The departure of Mr. Kuipers is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices (financial reporting, accounting or otherwise).
The Company would like to thank Mr. Kuipers for his contributions to the Company throughout his employment, and for playing an important role in the Company’s growth.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Exhibit Description | |
99.1 | Press release entitled “Omnicell Announces Fiscal Year and Fourth Quarter 2022 Results” dated February 28, 2023 | |
99.2 | Slide presentation for Earnings Release dated February 28, 2023 | |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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: February 28, 2023 | /s/ Peter J. Kuipers |
Peter J. Kuipers | |
Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Contact: | ||
Kathleen Nemeth | Omnicell, Inc. | |
Senior Vice President, Investor Relations | 2625 Augustine Drive, Suite 301 | |
650-435-3318 | Santa Clara, CA 95054 | |
Kathleen.Nemeth@Omnicell.com |
Omnicell Announces Fiscal Year and Fourth Quarter 2022 Results
2022 Total Bookings of $1.054 billion
Full Year 2022 GAAP Revenues of $1.296 and non-GAAP Revenues of $1.297 billion
Ended Year with Over 150 Long-Term, Sole-Source Agreements with the Top 300 U.S. Health Systems
Year End 2022 Backlog of $1.215 billion
Chief Financial Officer to Step Down effective July 1, 2023
SANTA CLARA, Calif. -- February 28, 2023 -- Omnicell, Inc. (NASDAQ:OMCL) (“Omnicell,” “we,” “our,” “us,” “management,” or the “Company”), a leading provider of medication management solutions and adherence tools for healthcare systems and pharmacies, today announced results for fiscal year and fourth quarter ended December 31, 2022.
“Omnicell delivered results generally exceeding our revised outlook for the fourth quarter and full year 2022 in the face of continued headwinds and macroeconomic uncertainty” said Randall Lipps, Founder, Chairman, President and Chief Executive Officer of Omnicell. “Omnicell has strong customer relationships, unique expertise within medication management, and compelling Advanced Services offerings that we believe are helping our customers meet critical care needs, improve patient outcomes and realize return on their investments – and we think our long-term opportunities remain robust as we continue to transform the pharmacy care delivery model. We will continue to manage our business in a way that we believe is prudent, while we focus on integrating our recent acquisitions and strengthening our operational efficiencies. We remain confident in our strategy and our ability to drive long-term value creation for all of our stakeholders.”
Omnicell also announced today that Peter J. Kuipers will step down from his role as Executive Vice President, Chief Financial Officer, effective July 1, 2023. Pending his departure, Mr. Kuipers will continue to serve as Executive Vice President, Chief Financial Officer while the Company searches for a new Chief Financial Officer and will assist with the transition of his role and responsibilities. The Company has commenced a national search for his successor, and Peter will help to assist in a smooth transition. The Company would like to thank Mr. Kuipers for his contributions to the Company throughout his employment, and for playing an important role in the Company’s growth.
Randall Lipps added “I would like to thank Peter for his contributions to Omnicell over the last seven years. Peter has played an important role in scaling the company from nearly $500 million in annual revenue to $1.3 billion in 2022. Peter also made significant contributions leading our international operations. I wish Peter the best as he transitions to the next chapter in his career.”
GAAP Results
Total GAAP revenues for the fourth quarter of 2022 were $298 million, down $13 million, or 4%, from the fourth quarter of 2021. The decrease in GAAP revenues reflects ongoing macroeconomic challenges and health systems capital budget freezes and delays, as well as ongoing customer labor shortages.
Total GAAP revenues for the year ended December 31, 2022 were $1.296 billion, up $164 million, or 14%, from the year ended December 31, 2021.
GAAP net loss for the fourth quarter 2022 was $28 million, or $0.64 per diluted share. This compares to GAAP net income of $14 million, or $0.28 per diluted share, for the fourth quarter of 2021.
GAAP net income for the year ended December 31, 2022 was $6 million, or $0.12 per diluted share. This compares to GAAP net income of $78 million, or $1.62 per diluted share, for the year ended December 31, 2021.
Non-GAAP Results
Total non-GAAP revenues for the fourth quarter of 2022 were $298 million, down $14 million, or 4%, from the fourth quarter of 2021. The decrease in non-GAAP revenues reflects ongoing macroeconomic challenges and health systems capital budget freezes and delays, as well as ongoing customer labor shortages.
Total non-GAAP revenues for the year ended December 31, 2022 were $1.297 billion, up $164 million, or 14%, from the year ended December 31, 2021.
Total non-GAAP net income for the fourth quarter of 2022 was $15 million, or $0.33 per diluted share. This compares to non-GAAP net income of $44 million, or $0.92 per diluted share, for the fourth quarter of 2021.
Total non-GAAP net income for the year ended December 31, 2022 was $136 million, or $3.00 per diluted share. This compares to non-GAAP net income of $175 million, or $3.81 per diluted share, for the year ended December 31, 2021.
Total non-GAAP EBITDA for the fourth quarter of 2022 was $26 million. This compares to non-GAAP EBITDA of $52 million for the fourth quarter of 2021.
Total non-GAAP EBITDA for the year ended December 31, 2022 was $193 million. This compares to non-GAAP EBITDA of $230 million for the year ended December 31, 2021.
Bookings and Backlog
Total bookings (1) for the year ended December 31, 2022 were $1.054 billion compared to $1.217 billion for the year ended December 31, 2021, or a decrease of 13% year-over-year, primarily driven by reduced demand for connected devices, partially offset by strong demand for Advanced Services offerings and the impact of acquisitions.
Total backlog (2) for the years ended December 31, 2022 and 2021 was as follows:
December 31, | ||||||||
2022 | 2021 | |||||||
(In thousands) | ||||||||
Total backlog | $ | 1,215,462 | $ | 1,253,801 | ||||
By type: | ||||||||
Product backlog | $ | 796,967 | $ | 976,734 | ||||
Advanced Services backlog (3) | $ | 418,495 | $ | 277,067 | ||||
By duration and type: | ||||||||
Short-term product backlog | $ | 503,303 | $ | 744,303 | ||||
Long-term product backlog | $ | 293,664 | $ | 232,431 | ||||
Short-term Advanced Services backlog (3) | $ | 49,567 | $ | 36,925 | ||||
Long-term Advanced Services backlog (3) | $ | 368,928 | $ | 240,142 |
(1) | We define bookings generally as: (i) the value of non-cancelable contracts for our connected devices, software products, and Advanced Services (although, for those Advanced Services contracts without a minimum commitment, bookings only include the amount of revenue that has been recognized once the services have been provided); and (ii) for our consumables, the value of orders placed through our Omnicell Storefront online platform or through written or telephonic orders. We typically exclude technical services and other less significant items ancillary to our products and services, such as freight revenue from bookings. We utilize bookings as an indicator of the success of our business. |
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(2) | Backlog is the dollar amount of bookings that have not yet been recognized as revenue. Bookings for those Advanced Services contracts without a minimum commitment are not included in backlog. A majority of our connected devices and software license products are installable and recognized as revenues within twelve months of booking, while service revenues from Advanced Services are recorded over the contractual term. We consider backlog that is expected to be converted to revenues in more than twelve months to be long-term backlog. We believe a majority of long-term product backlog will be convertible into revenues in 12-24 months. Long-term Advanced Services backlog typically represents multi-year subscription agreements (usually with contractual terms of 2-7 years, some of which have not yet been implemented) that will be converted to revenue ratably over the contractual term. Due to industry practice that allows customers to change order configurations with limited advance notice prior to shipment and as customer installation schedules may change, backlog as of any particular date may not necessarily indicate the timing of future revenue. However, we do believe that backlog is an indication of a customer’s willingness to install our solutions and revenue we expect to generate over time. |
(3) | Includes only the value of Advanced Services non-cancelable contracts with minimum commitments. |
Balance Sheet
As of December 31, 2022, Omnicell’s balance sheet reflected cash and cash equivalents of $330 million, total debt (net of unamortized debt issuance costs) of $567 million, and total assets of $2.21 billion. Cash flows provided by operating activities in the fourth quarter of 2022 totaled $82 million. This compares to cash flows provided by operating activities totaling $60 million in the fourth quarter of 2021.
As of December 31, 2022, the Company had $500 million of availability under its revolving credit facility.
Business Highlights
• | With the launch of Specialty Pharmacy Services in 2022, along with new technology advancements in IV compounding robotics and Inventory Optimization, Omnicell’s Advanced Services are designed to deliver a comprehensive offering that is expected to drive enhanced clinical and business outcomes for our customers across all settings of care. |
• | Market demand for our Advanced Services offerings appeared to continue to gain momentum in 2022, with health systems using these technologies to help enable them to achieve significant benefits and improved outcomes for their pharmacy care. |
• | Recognizing our belief that a combination of technology, expertise and intelligence are key to supporting safe medication management, Omnicell has entered into a strategic alliance with Long Island University (“LIU”) to launch a center for innovative medication management. This immersive experience, which is expected to open this Spring, is intended to help expand technological and analytical expertise for LIU Pharmacy students and support the continuing transformation of the pharmacy care delivery model. |
• | Continuous improvement for our environmental, social, and corporate governance (“ESG”) program: Omnicell was ranked in the 4th percentile for the healthcare IT services subindustry for ESG risk management (4) and was ranked in the highest score range relative to global peers for Corporate Governance (5). |
(4) Sustainalytics ESG Risk Rating Report published on 1/24/2023.
(5) MSCI report published on 02/14/2023.
2023 Guidance
For the full year 2023, the Company expects bookings to be between $1.000 billion and $1.100 billion. The Company expects full year 2023 total revenues to be between $1.150 billion and $1.190 billion. The Company expects full year 2023 product revenues to be between $740 million and $760 million, and full year 2023 service revenues to be between $410 million and $430 million. The Company expects full year 2023 technical services revenues to be between $210 million and $220 million, and full year 2023 Advanced Services revenues to be between $200 million and $210 million. The Company expects full year 2023 non-GAAP EBITDA to be between $120 million and $135 million. The Company expects full year 2023 non-GAAP earnings per share to be between $1.55 and $1.80 per share.
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For the first quarter of 2023, the Company expects total revenues to be between $273 million and $283 million. The Company expects first quarter 2023 product revenues to be between $179 million and $184 million, and first quarter 2023 service revenues to be between $94 million and $99 million. The Company expects first quarter 2023 non-GAAP EBITDA to be between $6 million and $12 million. The Company expects first quarter 2023 non-GAAP earnings per share to be between $0.04 and $0.14 per share.
The table below summarizes Omnicell’s 2023 guidance outlined above.
Q1 2023 | 2023 | |||
Bookings | Not provided | $1.000 billion - $1.100 billion | ||
Total Revenues | $273 million - $283 million | $1.150 billion - $1.190 billion | ||
Product Revenues | $179 million - $184 million | $740 million - $760 million | ||
Service Revenues | $94 million - $99 million | $410 million - $430 million | ||
Technical Services Revenues | Not provided | $210 million - $220 million | ||
Advanced Services Revenues | Not provided | $200 million - $210 million | ||
Non-GAAP EBITDA | $6 million - $12 million | $120 million - $135 million | ||
Non-GAAP Earnings Per Share | $0.04 - $0.14 | $1.55 - $1.80 |
The Company does not provide guidance for GAAP net income or GAAP earnings per share, nor a reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures on a forward-looking basis because it is unable to predict certain items contained in the GAAP measures without unreasonable efforts. These forward-looking non-GAAP financial measures do not include certain items, which may be significant, including, but not limited to, unusual gains and losses, costs associated with future restructurings, acquisition-related expenses, and certain tax and litigation outcomes.
Omnicell Conference Call Information
Omnicell will hold a conference call today, Tuesday, February 28, 2023 at 4:30 p.m. ET to discuss fourth quarter and year end 2022 financial results. The conference call can be monitored by dialing 1-888-550-5424 within the U.S. or 1-646-960-0819 for all other locations. A link to the live and archived webcast will also be available on the Investor Relations section of Omnicell’s website at https://ir.omnicell.com/events-and-presentations/.
About Omnicell
Since 1992, Omnicell has been committed to transforming the pharmacy care delivery model to dramatically improve outcomes and lower costs. Through the industry vision of the Autonomous Pharmacy, a combination of automation, intelligence, and technology-enabled services, powered by a cloud data platform, Omnicell supports more efficient ways to manage medications across all care settings. Healthcare facilities worldwide use Omnicell automation and analytics solutions to help increase operational efficiency, reduce medication errors, deliver actionable intelligence, and improve patient safety. Institutional and retail pharmacies across North America and the United Kingdom leverage Omnicell’s innovative medication adherence and population health solutions to improve patient engagement and adherence to prescriptions, helping to reduce costly hospital readmissions.
To learn more, visit www.omnicell.com. From time to time, Omnicell may use the Company’s investor relations website and other online social media channels, including its Twitter handle www.twitter.com/omnicell, LinkedIn page www.linkedin.com/company/omnicell, and Facebook page www.facebook.com/omnicellinc, to disclose material non-public information and comply with its disclosure obligations under Regulation Fair Disclosure (“Reg FD”).
OMNICELL and the Omnicell logo are registered trademarks of Omnicell, Inc. or one of its subsidiaries.
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Forward-Looking Statements
To the extent any statements contained in this press 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. Without limiting the foregoing, statements including the words “expect,” “intend,” “may,” “will,” “should,” “would,” “could,” “plan,” “potential,” “anticipate,” “believe,” “forecast,” “guidance,” “outlook,” “goals,” “target,” “estimate,” “seek,” “predict,” “project,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to the occurrence of many events outside Omnicell’s control. Such statements include, but are not limited to, Omnicell’s projected bookings, revenues, including product, service, technical services and Advance Services revenues, respectively, non-GAAP EBITDA, and non-GAAP earnings per share; expectations regarding transitioning to selling more products and services on a subscription basis; and statements about Omnicell’s strategy, plans, objectives, goals, vision, planned investments, products and services and the expected benefits. Actual results and other events may differ significantly from those contemplated by forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, (i) unfavorable general economic and market conditions, including the impact and duration of inflationary pressures, (ii) ability to realize the benefits of our expense containment efforts, (iii) Omnicell’s ability to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions, (iv) reduction in demand in the capital equipment market or reduction in the demand for or adoption of our solutions, systems, or services, (v) delays in installations of our medication management solutions or our more complex medication packaging systems, (vi) risks related to Omnicell’s investments in new business strategies or initiatives, including its transition to selling more products and services on a subscription basis, and its ability to acquire companies, businesses, or technologies and successfully integrate such acquisitions, (vii) risks related to failing to maintain expected service levels when providing our Advanced Services or retaining our Advanced Services customers, (viii) Omnicell’s ability to meet the demands of, or maintain relationships with, its institutional, retail, and specialty pharmacy customers, (ix) continued and increased competition from current and future competitors in the medication management automation solutions market and the medication adherence solutions market, (x) changes to the 340B Program, (xi) Omnicell’s substantial debt, which could impair its financial flexibility and access to capital, (xii) risks presented by government regulations, legislative changes, fraud and anti-kickback statues, products liability claims, the outcome of legal proceedings, and other legal obligations related to healthcare, privacy, data protection, and information security, including any potential governmental investigations and enforcement actions, litigation, fines and penalties, exposure to indemnification obligations or other liabilities, and adverse publicity as a result of the previously disclosed ransomware incident, (xiii) risks related to the ongoing COVID-19 pandemic (including new variants of the virus), (xiv) any disruption in Omnicell’s information technology systems and breaches of data security or cyber-attacks on its systems or solutions, including the previously disclosed ransomware incident and any potential adverse legal, reputational, and financial effects that may result from it and/or additional cybersecurity incidents, as well as the effectiveness of business continuity plans during any future cybersecurity incidents, (xv) risks associated with operating in foreign countries, (xvi) Omnicell’s ability to recruit and retain skilled and motivated personnel, (xvii) Omnicell’s ability to protect its intellectual property, (xviii) risks related to the availability and sources of raw materials and components or price fluctuations, shortages, or interruptions of supply, (xix) Omnicell’s dependence on a limited number of suppliers for certain components, equipment, and raw materials, as well as technologies provided by third-party vendors, and (xx) other risks and uncertainties further described in the “Risk Factors” section of Omnicell’s most recent Annual Report on Form 10-K, as well as in Omnicell’s other reports filed with or furnished to the United States Securities and Exchange Commission (“SEC”), available at www.sec.gov. Forward-looking statements should be considered in light of these risks and uncertainties. Investors and others 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 of this press release. Omnicell assumes no obligation to update any such statements publicly, or to update the reasons actual results could differ materially from those expressed or implied in any forward-looking statements, whether as a result of changed circumstances, new information, future events, or otherwise, except as required by law.
Use of Non-GAAP Financial Information
This press release contains financial measures that are not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). 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 gross margin, non-GAAP operating expenses, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share, non-GAAP diluted shares, non-GAAP EBITDA, non-GAAP EBITDA margin, and non-GAAP free cash flow. These non-GAAP results and metrics should not be considered as an alternative to revenues, gross profit, operating expenses, income from operations, net income, net income per diluted share, diluted shares, net cash provided by operating activities, or any other performance measure derived in accordance with GAAP. We present these non-GAAP results and metrics because management considers them to be important supplemental measures of Omnicell’s performance and refers to such measures when analyzing Omnicell’s strategy and operations.
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Our non-GAAP revenues, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share, non-GAAP EBITDA, and non-GAAP EBITDA margin 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 such period that directly drive operating income in such 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 believe we should invest in research and development, fund infrastructure growth, and evaluate the effectiveness of marketing strategies. In calculating the above non-GAAP results: non-GAAP revenues excludes from its GAAP equivalent item a) below; non-GAAP gross profit and non-GAAP gross margin exclude from their GAAP equivalents items a), b), c), f), and g) below; non-GAAP operating expenses excludes from its GAAP equivalents items b), c), d), e), f), g), and j) below; non-GAAP income from operations and non-GAAP operating margin exclude from their GAAP equivalents items a), b), c), d), e), f), g), and j) below; and non-GAAP net income and non-GAAP net income per diluted share exclude from their GAAP equivalents items a) through k) below. Non-GAAP EBITDA is defined as earnings before interest income and expense, taxes, depreciation, amortization, and share-based compensation, as well as excluding certain other non-GAAP adjustments. Non-GAAP EBITDA and non-GAAP EBITDA margin exclude from their GAAP equivalents items a), b), d), e), f), g), h), i), and j) below:
a) | Acquisition accounting impact related to deferred revenues. In connection with the recent acquisition of FDS Amplicare, we recorded a fair value adjustment to acquired deferred revenues as part of the purchase accounting in accordance with GAAP. The adjustment represents revenues that would have been recognized in the normal course of business by FDS Amplicare if the acquisition had not occurred, but was not recognized due to GAAP purchase accounting requirements. The non-GAAP adjustment to our revenues is intended to include the full amounts of such revenues. We believe the adjustment to these revenues is useful as a measure of the ongoing performance of our business. |
b) | Share-based compensation expense. We excluded from our non-GAAP results the expense related to equity-based compensation plans as it represents expenses that do not require cash settlement from Omnicell. |
c) | 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. |
d) | Acquisition-related expenses. We excluded from our non-GAAP results the expenses related to recent acquisitions, including amortization of representations and warranties insurance. These expenses are unrelated to our ongoing operations, vary in size and frequency, and are subject to significant fluctuations from period to period due to varying levels of acquisition activity. We believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of less acquisitive peer companies. |
e) | Impairment and abandonment of operating lease right-of-use assets related to facilities. We excluded from our non-GAAP results the impairment and abandonment of operating lease right-of-use assets incurred in connection with restructuring activities for optimization of certain leased facilities. 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. |
f) | Ransomware-related expenses, net of insurance recoveries. We excluded from our non-GAAP results the net expenses related to the previously disclosed ransomware incident identified by the Company on May 4, 2022. Expenses include costs to investigate and remediate the ransomware incident, as well as legal and other professional services, and are presented net of expected insurance recoveries. These expenses are unrelated to our ongoing operations and would not have otherwise been incurred by us in the normal 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 to the financial results of peer companies. |
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g) | Severance-related expenses. We excluded from our non-GAAP results the expenses related to restructuring events. These expenses are unrelated to our ongoing operations, vary in size and frequency, and are subject to significant fluctuations from period to period due to varying levels of restructuring activity. We believe that excluding these expenses provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to the financial results of peer companies. |
h) | Amortization of debt issuance costs. Debt issuance costs represent costs associated with the issuance of term loan and revolving credit facilities, as well as the issuance of convertible senior notes. The costs include underwriting fees, original issue discount, ticking fees, and legal fees. These non-cash expenses are not considered by management to reflect the core cash-generating performance of the business and therefore are excluded from our non-GAAP results. |
i) | Amortization of discount on convertible senior notes. We excluded from our non-GAAP results the amortization of the imputed discount on our convertible senior notes. Under GAAP (prior to the adoption of Accounting Standards Update 2020-06, effective January 1, 2022), certain convertible debt instruments that may be settled in cash upon conversion were required to be bifurcated into separate liability and equity components in a manner that reflects the issuer’s assumed non-convertible debt borrowing rate. For GAAP purposes, we were required to recognize the imputed interest expense on the difference between our assumed non-convertible debt borrowing rate and the coupon rate on our convertible senior notes. 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. |
j) | Certain litigation costs. We excluded non-recurring charges and benefits, including litigation expenses and settlements, related to litigation matters that are outside of the ordinary course of our business or that are not representative of those that we historically have incurred. 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 to the financial results of peer companies. |
k) | Tax impact of IP restructuring. We excluded from our non-GAAP results the tax impact related to the release of a net uncertain tax benefit as a result of effective settlement with the tax authorities related to prior IP restructuring. This impact is unrelated to our ongoing operations, and we do not expect it to occur in the ordinary course of business. We believe that excluding this impact provides more meaningful comparisons of the financial results to our historical operations and forward-looking guidance, and to 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 non-GAAP revenues, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP income from operations, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per diluted share, non-GAAP EBITDA, and non-GAAP EBITDA margin 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. |
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 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 also use non-GAAP financial measures to supplement their GAAP results (although these companies may calculate non-GAAP financial measures differently than Omnicell does), thus enhancing the perspective of investors who wish to utilize such comparisons in their analysis of our performance. |
7
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 Standards 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. |
Non-GAAP diluted shares is defined as our GAAP diluted shares, excluding the impact of dilutive convertible senior notes for which the Company is economically hedged through its anti-dilutive convertible note hedge transaction. We believe non-GAAP diluted shares is a useful non-GAAP metric because it provides insight into the offsetting economic effect of the hedge transaction against potential conversion of the convertible senior notes.
Non-GAAP free cash flow is defined as net cash provided by operating activities less cash used for software development for external use and purchases of property and equipment. We believe free cash flow is important to enable investors to better understand and evaluate our ongoing operating results and allows for greater transparency in the review and understanding of our overall financial, operational, and economic performance, because free cash flow takes into account certain capital expenditures and cash used for software development necessary to operate our business.
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 equity incentive plans 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. |
c) | A limitation of the utility of free cash flow as a measure of financial performance is that it does not represent the total increase or decrease in Omnicell’s cash balance for the period. |
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 as well as in Omnicell’s other reports filed with or furnished to the SEC.
8
Omnicell, Inc.
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Revenues: | ||||||||||||||||
Product revenues | $ | 196,976 | $ | 223,506 | $ | 903,222 | $ | 812,512 | ||||||||
Services and other revenues | 100,698 | 87,528 | 392,725 | 319,506 | ||||||||||||
Total revenues | 297,674 | 311,034 | 1,295,947 | 1,132,018 | ||||||||||||
Cost of revenues: | ||||||||||||||||
Cost of product revenues | 119,451 | 119,258 | 493,626 | 422,855 | ||||||||||||
Cost of services and other revenues | 56,470 | 42,483 | 213,334 | 154,510 | ||||||||||||
Total cost of revenues | 175,921 | 161,741 | 706,960 | 577,365 | ||||||||||||
Gross profit | 121,753 | 149,293 | 588,987 | 554,653 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development | 28,413 | 21,946 | 104,969 | 75,716 | ||||||||||||
Selling, general, and administrative | 131,697 | 115,758 | 486,341 | 389,430 | ||||||||||||
Total operating expenses | 160,110 | 137,704 | 591,310 | 465,146 | ||||||||||||
Income (loss) from operations | (38,357 | ) | 11,589 | (2,323 | ) | 89,507 | ||||||||||
Interest and other income (expense), net | 2,843 | (4,785 | ) | (130 | ) | (23,500 | ) | |||||||||
Income (loss) before provision for income taxes | (35,514 | ) | 6,804 | (2,453 | ) | 66,007 | ||||||||||
Benefit from income taxes | (7,106 | ) | (7,177 | ) | (8,101 | ) | (11,842 | ) | ||||||||
Net income (loss) | $ | (28,408 | ) | $ | 13,981 | $ | 5,648 | $ | 77,849 | |||||||
Net income (loss) per share: | ||||||||||||||||
Basic | $ | (0.64 | ) | $ | 0.32 | $ | 0.13 | $ | 1.79 | |||||||
Diluted | $ | (0.64 | ) | $ | 0.28 | $ | 0.12 | $ | 1.62 | |||||||
Weighted-average shares outstanding: | ||||||||||||||||
Basic | 44,678 | 44,015 | 44,398 | 43,475 | ||||||||||||
Diluted | 44,678 | 49,849 | 45,891 | 47,943 |
9
Omnicell, Inc.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)
December 31, | ||||||||
2022 | 2021 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 330,362 | $ | 349,051 | ||||
Accounts receivable and unbilled receivables, net | 299,469 | 240,894 | ||||||
Inventories | 147,549 | 119,924 | ||||||
Prepaid expenses | 27,070 | 22,499 | ||||||
Other current assets | 77,362 | 48,334 | ||||||
Total current assets | 881,812 | 780,702 | ||||||
Property and equipment, net | 93,961 | 71,141 | ||||||
Long-term investment in sales-type leases, net | 32,924 | 18,391 | ||||||
Operating lease right-of-use assets | 38,052 | 48,549 | ||||||
Goodwill | 734,274 | 738,900 | ||||||
Intangible assets, net | 242,906 | 277,616 | ||||||
Long-term deferred tax assets | 22,329 | 15,883 | ||||||
Prepaid commissions | 59,483 | 63,795 | ||||||
Other long-term assets | 105,017 | 127,519 | ||||||
Total assets | $ | 2,210,758 | $ | 2,142,496 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 63,389 | $ | 71,513 | ||||
Accrued compensation | 73,455 | 71,130 | ||||||
Accrued liabilities | 172,655 | 133,167 | ||||||
Deferred revenues, net | 118,947 | 112,196 | ||||||
Convertible senior notes, net | — | 488,152 | ||||||
Total current liabilities | 428,446 | 876,158 | ||||||
Long-term deferred revenues | 37,385 | 20,194 | ||||||
Long-term deferred tax liabilities | 2,095 | 51,705 | ||||||
Long-term operating lease liabilities | 39,405 | 39,911 | ||||||
Other long-term liabilities | 6,719 | 7,839 | ||||||
Convertible senior notes, net | 566,571 | — | ||||||
Total liabilities | 1,080,621 | 995,807 | ||||||
Total stockholders’ equity | 1,130,137 | 1,146,689 | ||||||
Total liabilities and stockholders’ equity | $ | 2,210,758 | $ | 2,142,496 |
10
Omnicell, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
Year Ended December 31, | ||||||||
2022 | 2021 | |||||||
Operating Activities | ||||||||
Net income | $ | 5,648 | $ | 77,849 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 86,931 | 72,990 | ||||||
Loss on disposal of property and equipment | 678 | 433 | ||||||
Share-based compensation expense | 68,247 | 53,160 | ||||||
Deferred income taxes | (37,316 | ) | (3,272 | ) | ||||
Amortization of operating lease right-of-use assets | 12,238 | 11,941 | ||||||
Impairment and abandonment of operating lease right-of-use assets related to facilities | 9,382 | — | ||||||
Impairment of externally and internally developed capitalized software, net | 1,275 | — | ||||||
Amortization of debt issuance costs | 4,164 | 3,440 | ||||||
Amortization of discount on convertible senior notes | — | 18,608 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable and unbilled receivables | (60,357 | ) | (40,973 | ) | ||||
Inventories | (30,115 | ) | (25,695 | ) | ||||
Prepaid expenses | (4,671 | ) | (5,678 | ) | ||||
Other current assets | 6,360 | 2,801 | ||||||
Investment in sales-type leases | (15,354 | ) | 3,346 | |||||
Prepaid commissions | 4,312 | (6,876 | ) | |||||
Other long-term assets | 5,027 | (3,258 | ) | |||||
Accounts payable | (7,754 | ) | 29,084 | |||||
Accrued compensation | 2,446 | 12,312 | ||||||
Accrued liabilities | 16,651 | 34,859 | ||||||
Deferred revenues | 24,469 | 24,179 | ||||||
Operating lease liabilities | (13,781 | ) | (12,503 | ) | ||||
Other long-term liabilities | (699 | ) | (14,938 | ) | ||||
Net cash provided by operating activities | 77,781 | 231,809 | ||||||
Investing Activities | ||||||||
Software development for external use | (13,204 | ) | (29,368 | ) | ||||
Purchases of property and equipment | (47,536 | ) | (28,967 | ) | ||||
Business acquisitions, net of cash acquired | (3,392 | ) | (354,163 | ) | ||||
Purchase price adjustments from business acquisitions | 5,463 | — | ||||||
Net cash used in investing activities | (58,669 | ) | (412,498 | ) | ||||
Financing Activities | ||||||||
Proceeds from issuances under stock-based compensation plans | 40,182 | 67,348 | ||||||
Employees’ taxes paid related to restricted stock units | (13,506 | ) | (16,286 | ) | ||||
Stock repurchases | (52,210 | ) | — | |||||
Change in customer funds, net | 4,581 | (3,699 | ) | |||||
Net cash provided by (used in) financing activities | (20,953 | ) | 47,363 | |||||
Effect of exchange rate changes on cash and cash equivalents | (944 | ) | (974 | ) | ||||
Net decrease in cash, cash equivalents, and restricted cash | (2,785 | ) | (134,300 | ) | ||||
Cash, cash equivalents, and restricted cash at beginning of period | 355,620 | 489,920 | ||||||
Cash, cash equivalents, and restricted cash at end of period | $ | 352,835 | $ | 355,620 | ||||
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets: | ||||||||
Cash and cash equivalents | $ | 330,362 | $ | 349,051 | ||||
Restricted cash included in other current assets | 22,473 | 6,569 | ||||||
Cash, cash equivalents, and restricted cash at end of period | $ | 352,835 | $ | 355,620 |
11
Omnicell, Inc.
Reconciliation of GAAP to Non-GAAP
(Unaudited, in thousands, except per share data and percentage)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Reconciliation of GAAP revenues to non-GAAP revenues: | ||||||||||||||||
GAAP revenues | $ | 297,674 | $ | 311,034 | $ | 1,295,947 | $ | 1,132,018 | ||||||||
Acquisition accounting impact related to deferred revenues | 40 | 685 | 903 | 780 | ||||||||||||
Non-GAAP revenues | $ | 297,714 | $ | 311,719 | $ | 1,296,850 | $ | 1,132,798 | ||||||||
Reconciliation of GAAP gross profit to non-GAAP gross profit: | ||||||||||||||||
GAAP gross profit | $ | 121,753 | $ | 149,293 | $ | 588,987 | $ | 554,653 | ||||||||
GAAP gross margin | 40.9 | % | 48.0 | % | 45.4 | % | 49.0 | % | ||||||||
Share-based compensation expense | 2,460 | 2,104 | 9,067 | 7,994 | ||||||||||||
Amortization of acquired intangibles | 3,115 | 3,228 | 13,204 | 11,438 | ||||||||||||
Acquisition accounting impact related to deferred revenues | 40 | 685 | 903 | 780 | ||||||||||||
Ransomware-related expenses, net of insurance recoveries | — | — | 317 | — | ||||||||||||
Severance-related expenses | 7,418 | — | 8,018 | 389 | ||||||||||||
Non-GAAP gross profit | $ | 134,786 | $ | 155,310 | $ | 620,496 | $ | 575,254 | ||||||||
Non-GAAP gross margin | 45.3 | % | 49.8 | % | 47.8 | % | 50.8 | % | ||||||||
Reconciliation of GAAP operating expenses to non-GAAP operating expenses: | ||||||||||||||||
GAAP operating expenses | $ | 160,110 | $ | 137,704 | $ | 591,310 | $ | 465,146 | ||||||||
GAAP operating expenses % to total revenues | 53.8 | % | 44.3 | % | 45.6 | % | 41.1 | % | ||||||||
Share-based compensation expense | (15,056 | ) | (12,579 | ) | (59,180 | ) | (45,166 | ) | ||||||||
Amortization of acquired intangibles | (5,319 | ) | (4,560 | ) | (21,873 | ) | (14,900 | ) | ||||||||
Acquisition-related expenses | (246 | ) | (4,392 | ) | (2,155 | ) | (11,150 | ) | ||||||||
Impairment and abandonment of operating lease right-of-use assets related to facilities | (3,992 | ) | — | (9,382 | ) | — | ||||||||||
Ransomware-related expenses, net of insurance recoveries | (73 | ) | — | (2,157 | ) | — | ||||||||||
Severance-related and other expenses (a) | (11,364 | ) | (350 | ) | (16,785 | ) | (2,932 | ) | ||||||||
Non-GAAP operating expenses | $ | 124,060 | $ | 115,823 | $ | 479,778 | $ | 390,998 | ||||||||
Non-GAAP operating expenses as a % of total non-GAAP revenues | 41.7 | % | 37.2 | % | 37.0 | % | 34.5 | % | ||||||||
Reconciliation of GAAP income (loss) from operations to non-GAAP income from operations: | ||||||||||||||||
GAAP income (loss) from operations | $ | (38,357 | ) | $ | 11,589 | $ | (2,323 | ) | $ | 89,507 | ||||||
GAAP operating income (loss) % to total revenues | (12.9 | )% | 3.7 | % | (0.2 | )% | 7.9 | % | ||||||||
Share-based compensation expense | 17,516 | 14,683 | 68,247 | 53,160 | ||||||||||||
Amortization of acquired intangibles | 8,434 | 7,788 | 35,077 | 26,338 | ||||||||||||
Acquisition accounting impact related to deferred revenues | 40 | 685 | 903 | 780 | ||||||||||||
Acquisition-related expenses | 246 | 4,392 | 2,155 | 11,150 | ||||||||||||
Impairment and abandonment of operating lease right-of-use assets related to facilities | 3,992 | — | 9,382 | — | ||||||||||||
Ransomware-related expenses, net of insurance recoveries | 73 | — | 2,474 | — | ||||||||||||
Severance-related and other expenses (a) | 18,782 | 350 | 24,803 | 3,321 | ||||||||||||
Non-GAAP income from operations | $ | 10,726 | $ | 39,487 | $ | 140,718 | $ | 184,256 | ||||||||
Non-GAAP operating margin (non-GAAP operating income as a % of total non-GAAP revenues) | 3.6 | % | 12.7 | % | 10.9 | % | 16.3 | % |
12
Omnicell, Inc.
Reconciliation of GAAP to Non-GAAP
(Unaudited, in thousands, except per share data and percentage)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Reconciliation of GAAP net income (loss) to non-GAAP net income: | ||||||||||||||||
GAAP net income (loss) | $ | (28,408 | ) | $ | 13,981 | $ | 5,648 | $ | 77,849 | |||||||
Tax impact of IP restructuring | — | — | — | (6,202 | ) | |||||||||||
Share-based compensation expense | 17,516 | 14,683 | 68,247 | 53,160 | ||||||||||||
Amortization of acquired intangibles | 8,434 | 7,788 | 35,077 | 26,338 | ||||||||||||
Acquisition accounting impact related to deferred revenues | 40 | 685 | 903 | 780 | ||||||||||||
Acquisition-related expenses | 246 | 4,392 | 2,155 | 11,150 | ||||||||||||
Impairment and abandonment of operating lease right-of-use assets related to facilities | 3,992 | — | 9,382 | — | ||||||||||||
Ransomware-related expenses, net of insurance recoveries | 73 | — | 2,474 | — | ||||||||||||
Severance-related and other expenses (a) | 18,782 | 350 | 24,803 | 3,321 | ||||||||||||
Amortization of debt issuance costs | 1,043 | 870 | 4,164 | 3,440 | ||||||||||||
Amortization of discount on convertible senior notes | — | 4,734 | — | 18,608 | ||||||||||||
Tax effect of the adjustments above (b) | (6,848 | ) | (3,949 | ) | (16,582 | ) | (13,360 | ) | ||||||||
Non-GAAP net income | $ | 14,870 | $ | 43,534 | $ | 136,271 | $ | 175,084 | ||||||||
Reconciliation of GAAP net income (loss) per share - diluted to non-GAAP net income per share - diluted: | ||||||||||||||||
Shares - diluted GAAP | 44,678 | 49,849 | 45,891 | 47,943 | ||||||||||||
Shares - diluted non-GAAP (c) | 44,993 | 47,256 | 45,417 | 45,899 | ||||||||||||
GAAP net income (loss) per share - diluted | $ | (0.64 | ) | $ | 0.28 | $ | 0.12 | $ | 1.62 | |||||||
Tax impact of IP restructuring | — | — | — | (0.14 | ) | |||||||||||
Share-based compensation expense | 0.39 | 0.31 | 1.51 | 1.16 | ||||||||||||
Amortization of acquired intangibles | 0.19 | 0.16 | 0.77 | 0.58 | ||||||||||||
Acquisition accounting impact related to deferred revenues | 0.00 | 0.01 | 0.02 | 0.02 | ||||||||||||
Acquisition-related expenses | 0.01 | 0.09 | 0.05 | 0.24 | ||||||||||||
Impairment and abandonment of operating lease right-of-use assets related to facilities | 0.09 | — | 0.21 | — | ||||||||||||
Ransomware-related expenses, net of insurance recoveries | 0.00 | — | 0.05 | — | ||||||||||||
Severance-related and other expenses | 0.42 | 0.01 | 0.55 | 0.07 | ||||||||||||
Amortization of debt issuance costs | 0.02 | 0.02 | 0.09 | 0.07 | ||||||||||||
Amortization of discount on convertible senior notes | — | 0.10 | — | 0.41 | ||||||||||||
Non-GAAP dilutive shares impact from convertible note hedge transaction (c) | — | 0.02 | 0.00 | 0.07 | ||||||||||||
Tax effect of the adjustments above (b) | (0.15 | ) | (0.08 | ) | (0.37 | ) | (0.29 | ) | ||||||||
Non-GAAP net income per share - diluted | $ | 0.33 | $ | 0.92 | $ | 3.00 | $ | 3.81 | ||||||||
Reconciliation of GAAP net income (loss) to non-GAAP EBITDA (d): | ||||||||||||||||
GAAP net income (loss) | $ | (28,408 | ) | $ | 13,981 | $ | 5,648 | $ | 77,849 | |||||||
Share-based compensation expense | 17,516 | 14,683 | 68,247 | 53,160 | ||||||||||||
Interest (income) and expense, net | (2,410 | ) | (359 | ) | (3,721 | ) | 161 | |||||||||
Depreciation and amortization expense | 22,088 | 19,850 | 86,931 | 72,990 | ||||||||||||
Acquisition accounting impact related to deferred revenues | 40 | 685 | 903 | 780 | ||||||||||||
Acquisition-related expenses | 246 | 4,392 | 2,155 | 11,150 | ||||||||||||
Impairment and abandonment of operating lease right-of-use assets related to facilities | 3,992 | — | 9,382 | — | ||||||||||||
Ransomware-related expenses, net of insurance recoveries | 73 | — | 2,474 | — | ||||||||||||
Severance-related and other expenses (a) | 18,782 | 350 | 24,803 | 3,321 | ||||||||||||
Amortization of debt issuance costs | 1,043 | 870 | 4,164 | 3,440 | ||||||||||||
Amortization of discount on convertible senior notes | — | 4,734 | — | 18,608 | ||||||||||||
Benefit from income taxes | (7,106 | ) | (7,177 | ) | (8,101 | ) | (11,842 | ) | ||||||||
Non-GAAP EBITDA | $ | 25,856 | $ | 52,009 | $ | 192,885 | $ | 229,617 | ||||||||
Non-GAAP EBITDA margin (non-GAAP EBITDA as a % of total non-GAAP revenues) | 8.7 | % | 16.7 | % | 14.9 | % | 20.3 | % |
13
(a) | For the three months and year ended December 31, 2022, other expenses included approximately $1.3 million and $2.0 million of certain litigation costs, respectively. For the three months and year ended December 31, 2021, other expenses included approximately $0.3 million and $1.3 million of certain litigation costs, respectively. |
(b) | Tax effects calculated for all adjustments except share-based compensation expense, using an estimated annual effective tax rate of 21% for both fiscal years 2022 and 2021. |
(c) | For the year ended December 31, 2022, non-GAAP diluted shares exclude approximately 0.5 million shares related to the impact of dilutive convertible senior notes for which the Company is economically hedged through its anti-dilutive convertible note hedge transaction. For the three months and year ended December 31, 2021, non-GAAP diluted shares exclude approximately 2.6 million and 2.0 million shares, respectively. |
(d) | Defined as earnings before interest income and expense, taxes, depreciation, amortization, and share-based compensation, as well as excluding certain other non-GAAP adjustments. |
14
Omnicell, Inc.
Reconciliation of GAAP to Non-GAAP
(Unaudited, in thousands)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Reconciliation of GAAP net cash provided by operating activities to non-GAAP free cash flow: | ||||||||||||||||
GAAP net cash provided by operating activities | $ | 82,153 | $ | 59,632 | $ | 77,781 | $ | 231,809 | ||||||||
Software development for external use | (3,556 | ) | (5,227 | ) | (13,204 | ) | (29,368 | ) | ||||||||
Purchases of property and equipment | (13,675 | ) | (11,075 | ) | (47,536 | ) | (28,967 | ) | ||||||||
Non-GAAP free cash flow | $ | 64,922 | $ | 43,330 | $ | 17,041 | $ | 173,474 |
15
Exhibit 99.2
February 28, 2023 Investor Relations
© 2023 Omnicell, Inc. Forward - Looking Statements 2 This presentation contains “forward - looking statements” within the meaning of federal securities laws. These forward - looking sta tements include statements with respect to 2023 guidance, strategic and growth opportunities, other expectations and other non - historical information. Without limiting the foregoing, statements including the words “expect,” “intend,” “may,” “will,” “should,” “would,” “could,” “p lan,” “potential,” “anticipate,” “believe,” “forecast,” “guidance,” “outlook,” “goals,” “target,” “estimate,” “seek,” “predict,” “project,” and sim ilar expressions are intended to identify forward - looking statements. Forward - looking statements are subject to the occurrence of many events outside Omnicell’s control and are subject to various risks and uncer tai nties, including those described below. Among other things, there can be no assurance that Omnicell’s actual results will not differ, perhaps substantially, from the targets and expectations contained in this present ati on. Such statements also include, but are not limited to, Omnicell’s projected bookings, revenues, including product, service, te chn ical services and Advanced Services revenues, respectively, non - GAAP EBITDA, non - GAAP earnings per share, and estimated total addressable market; planned new products and services and the related expected benefi ts; and statements about Omnicell’s strategy, objectives, and vision, including its corporate responsibility (innovation, environment, social and governance) goals and strategies. Actual results and other events may dif fer significantly from those contemplated by forward - looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, (i) unfavorable general economic and market conditions, including the impact and duration of inflationary pressures, (ii) ability to realize the benefits of our expense containment efforts, (iii) Omnicell’s ab ility to take advantage of growth opportunities and develop and commercialize new solutions and enhance existing solutions, (iv) reduction in demand in the capital equipment market or reduction in the demand for or adopti on of our solutions, systems, or services, (v) delays in installations of our medication management solutions or our more complex medication packaging systems, (vi) risks related to Omnicell’s investments in new bu sin ess strategies or initiatives, including its transition to selling more products and services on a subscription basis, and its ability to acquire companies, businesses, or technologies and successfully integrate such ac qui sitions, (vii) risks related to failing to maintain expected service levels when providing our Advanced Services or retaining our Advanced Services customers, (viii) Omnicell’s ability to meet the demands of, or maintain re lationships with, its institutional, retail, and specialty pharmacy customers (ix) continued and increased competition from current and future competitors in the medication management automation solutions market and the me dic ation adherence solutions market, (x) changes to the 340B Program, (xi) Omnicell’s substantial debt, which could impair its financial flexibility and access to capital, (xii),risks presented by government reg ula tions, legislative changes, fraud and anti - kickback statues, products liability claims, the outcome of legal proceedings, and other legal obligations related to healthcare, privacy, data protection, and information security, inc lud ing any potential governmental investigations and enforcement actions, litigation, fines and penalties, exposure to indemnification obligations or other liabilities, and adverse publicity as a result of the previously dis closed ransomware incident, (xiii) risks related to the ongoing COVID - 19 pandemic (including new variants of the virus), (xiv) any disruption in Omnicell’s information technology systems and breaches of data security or cy ber - attacks on its systems or solutions, including the previously disclosed ransomware incident and any potential adverse legal, reputational, and financial effects that may result from it and/or additional cybersecurity inc idents, as well as the effectiveness of business continuity plans during any future cybersecurity incidents, (xv) risks associated with operating in foreign countries, (xvi) Omnicell’s ability to recruit and retain skilled and motivated personnel, (xvii) Omnicell’s ability to protect its intellectual property, (xviii) risks related to the availability and sources of raw materials and components or price fluctuations, shortages, or interruptions of supply, (x ix) Omnicell’s dependence on a limited number of suppliers for certain components, equipment, and raw materials, as well as technologies provided by third - party vendors, and (xx) other risks and uncertainties further descr ibed in the “Risk Factors” section of Omnicell’s most recent Annual Report on Form 10 - K, as well as in Omnicell’s other reports filed with or furnished to the United States Securities and Exchange Commission (“SEC”), ava ilable at www.sec.gov. Forward - looking statements should be considered in light of these risks and uncertainties. Investors and others are cautioned not to place undue reliance on forward - looking statements. All forwa rd - looking statements contained in this presentation speak only as of the date of this presentation. Omnicell assumes no obligation to update any such statements publicly, or to update the reasons actual results cou ld differ materially from those expressed or implied in any forward - looking statements, whether as a result of changed circumstances, new information, future events, or otherwise, except as required by law. Non - GAAP Financial Information This presentation contains financial measures that are not calculated in accordance with U.S. generally accepted accounting p rin ciples (“GAAP”), including 2022 total non - GAAP revenue, non - GAAP gross margin, non - GAAP operating expense, non - GAAP EBITDA, and non - GAAP earnings per share, 2017 and 2022 liquidity and 2017 and 2022 net debt/EBITDA, guidance with respect to 2023 non - GAAP EBITDA and non - GAAP earnings per share . Reconciliations of the 2017 and 2022 non - GAAP financial measures to the most directly comparable GAAP measures are included in t he Appendix to this presentation. Our 2023 guidance for non - GAAP EBITDA and non - GAAP earnings per share , exclude certain items, which include, but are not limited to, unusual gains and losses, costs associated with future restru ctu rings, acquisition - related expenses, and certain tax and litigation outcomes. These excluded items may be significant. We do not provide a reconciliation of forward - looking non - GAAP guidance or targets to the com parable GAAP measures 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 coul d b e confusing or misleading to investors. These items may also have a material impact on GAAP earnings per share and net income in future periods. As such, these forward - looking non - GAAP financial measures are limited in t heir utility for evaluating our future operating results in accordance with GAAP. OMNICELL, the Omnicell logo, and ENLIVENHEALTH are registered trademarks of Omnicell, Inc. or one its subsidiaries.
© 2023 Omnicell, Inc. Our Mission Our Vision Deliver the most compelling automation and services that accelerate pharmacy perfection. Be the clinician’s most trusted partner for medication management. We are dedicated to continuously deliver innovative technology that helps our customers improve patient care, for everyone . 3
© 2023 Omnicell, Inc. Our Strategy Fundamentally transform the pharmacy care delivery model by delivering a set of services that touch the entire continuum of care, built on a single cloud platform. 4
© 2023 Omnicell, Inc. Category creator transforming the pharmacy care delivery model Leading strategic partner to health systems in large and growing market segments with $90 Billion+ Total Addressable Market (TAM) 1 Resilient, long - term revenue growth accelerated by strong bookings, backlog and upgrade cycles Demonstrated track record of growth built on a platform of intelligent infrastructure, spanning medication management across the continuum of care Omnicell: Compelling Growth Opportunities 5 1. Represents estimated cumulative TAM over 10 years as of 5/31/2022 and includes the United States, UK&I, Germany, France, Spai n, Kingdom of Saudi Arabia and Australia/New Zealand. Leveraging our market - leading installed base to drive recurring revenue growth in Advanced Services 1 2 3 4
© 2023 Omnicell, Inc. The Autonomous Pharmacy Framework – an Industry Vision 6 1
© 2023 Omnicell, Inc. Central Pharmacy Dispensing Service Specialty Pharmacy Services EnlivenHealth ® Point of Care IV Compounding Central Distribution Inventory Management Retail Home Connected Intelligent Infrastructure Inpatient Outpatient IV Compounding Service Point of Care Inventory Optimization Service Our Comprehensive Solutions Fundamentally Deliver Better Healthcare Value 1 7
© 2023 Omnicell, Inc. 8 Leader in Large and Growing Segments 1. Represents estimated cumulative TAM over 10 years as of 5/31/2022 and includes the United States, UK&I, Germany, France, Spai n, Kingdom of Saudi Arabia and Australia/New Zealand. Omnicell is growing its leadership position across a potential $90 Billion+ TAM Estimated TAM Opportunity 1 $ 19 Billion Point of Care $32 Billion Central Pharmacy $90 Billion+ TOTAL TAM $22 Billion Retail $19 Billion Specialty Pharmacy Services 2
© 2023 Omnicell, Inc. Multiple Growth Drivers Revenue Growth Drivers Deep Customer Relationships & Robust Backlog • More than 150 of the top 300 U.S. health systems 1 in long - term sole - source agreements • Over 50,000 retail pharmacies and 75% of U.S. pharmacy patients interact with Omnicell solutions • Robust backlog of $1.215 Billion as of 12/31/2022 • Customers increasingly turning to Omnicell for our platform - based approach to medication management • Expansion opportunities within existing customer base • Advanced Services expand our TAM • Continued opportunities for competitive conversions 9 1. As of 12/31/22 and as defined by Definitive Healthcare. 3
Advanced Services Accelerating Recurring Revenue Growth 10 Advanced Services (% of Total Revenue) Leveraging established channels and strong customer relationships Strong demand driven by increasing provider digitization and need to evolve medication supply chain Omnicell’s cloud - based services designed to enable better outcomes Subscription - based, recurring revenue streams Advanced Services expand our TAM NOTE: Includes Central Pharmacy Dispensing Service (service portion), IV Compounding Service (service portion), EnlivenHealth so lutions, Specialty Pharmacy Services, 340B solutions, Inventory Optimization Service, and other software solutions. © 2023 Omnicell, Inc. 3 6% 20 20 14% 202 2 2021 10% Targeting 18% of total revenue for 2023 202 3 E 18%
© 2023 Omnicell, Inc. SaaS and Software Subscriptions Model YEAR 1 YEAR 2 YEAR 3 YEAR 4 – 5 YEAR 1 YEAR 2 YEAR 3 YEAR 4 – 7 Advanced Services Business Model — Customer Example End of year 7 Net sales type lease balance: $0 Transition to Advanced Services business model anticipated to provide: 1) Increased value to customers 2) Higher revenue versus previous model 3) Highly visible, recurring revenue & cash flow Cash Received Cash Received Cash Received Cash Received Cash Received Cash Received Cash Received Cash Received Net Sales Type Lease Run Down Net Sales Type Lease Run Down Net Sales Type Lease Run Down Net Sales Type Lease Run Down Recurring Advanced Services Revenue Recurring Advanced Services Revenue Recurring Advanced Services Revenue Recurring Advanced Services Revenue Recurring Advanced Services Revenue Product Revenue Recurring Advanced Services Revenue Recurring Advanced Services Revenue Recurring Advanced Services Revenue Tech - Enabled Services Model (IVCS and CPDS) 11 3
© 2023 Omnicell, Inc. Strong Balance Sheet Free cash flow projected to grow slower than EBITDA as Omnicell reinvests in the transformation to Advanced Services Liquidity and capital structure support growth strategy $32M $1,016M $554M $330M $2,211M $1,130M Cash and Cash Equivalents Total Assets Total Equity $210M $313M 1.9x $567M $830M 1.2x Total Debt Liquidity Net Debt / EBITDA As of December 31, 2017 As of December 31, 2022 1 2 12 1. Liquidity = Revolver Availability + Cash and Cash Equivalents 2. Net Debt / EBITDA = (Total Debt - Cash and Cash Equivalents) / Non - GAAP EBITDA See Appendix for a reconciliation of 2017 and 2022 Net Debt / EBITDA and 2017 and 2022 Liquidity to their most directly compa rab le GAAP financial measures. 4
© 2023 Omnicell, Inc. Backlog 1 ($Million) 13 1. Backlog is the dollar amount of bookings that have not yet been recognized as revenue. We consider backlog that is expected t o b e converted to revenues in more than twelve months to be long - term backlog. We believe a majority of long - term product backlog will be convertible into revenues in 12 - 24 months. Long - term Advanced Services backlog typically represents multi - year subscription agreements (usually with contractual terms of 2 - 7 years, some of which have not yet been implemented) that will be converted to revenue ratably over the contractual term. 2. Includes only the value of Advanced Services non - cancelable contracts with minimum commitments. By type: As of December 31, 2022 As of December 31, 2021 Product Backlog $797 $977 Advanced Services Backlog 2 $418 $277 Total Backlog $1,215 $1,254 By duration and type: As of December 31, 2022 As of December 31, 2021 Short - Term Product Backlog $503 $745 Long - Term Product Backlog $294 $232 Short - Term Advanced Services Backlog 2 $49 $37 Long - Term Advanced Services Backlog 2 $369 $240 Total Backlog $1,215 $1,254
© 2023 Omnicell, Inc. Total Year Revenue Composition 14 1. Connected Devices, Software Licenses, and other include, but are not limited to, XT Series automated dispensing systems and p rod ucts related to Central Pharmacy Dispensing Service and IV Compounding Service. 2. Includes Central Pharmacy Dispensing Service (service portion), IV Compounding Service (service portion), EnlivenHealth solut ion s, Specialty Pharmacy Services, 340B solutions, Inventory Optimization Service, and other software solutions. GAAP ($Million) Recurring vs Non Recurring Category Actual TY - 2020 Year over Year (YoY) Change (%) Actual TY - 2021 YoY Change (%) Actual TY - 2022 YoY Change (%) Guide TY - 2023 YoY Change (%) (Mid - Point) Connected Devices, Software Licenses, & Other 1 Non Recurring Product $560 (2%) $739 32% $828 12% $740 - $760 (17%) Consumables Recurring Product $76 (12%) $73 (3%) $75 3% Technical Services Recurring Service $202 4% $207 2% $207 0% $210 - $220 4% Advanced Services 2 Recurring Service $54 24% $113 109% $186 65% $200 - $210 10% Total Revenue $892 ( - 1%) $1,132 27% $1,296 14% $1,150 - $1,190 (10%) Advanced Services % of Total Revenue 6% 10% 14% 18% Recurring % of Total Revenue 37% 35% 36%
© 2023 Omnicell, Inc. 2022 Financial Snapshot 15 Non - GAAP 4Q - 2022 TY - 2022 Results YoY Change (%) Results YoY Change (%) Total Revenues $298 Million - 4% $1,297 Million +14% Gross Margin % 45.3% - 450bps 47.8% - 300bps Operating Expenses $124 Million +7% $480 Million +23% EBITDA $26 Million - 50% $193 Million - 16% Diluted Earnings Per Share $0.33 - 64% $3.00 - 21% See Appendix for a reconciliation of 4Q - 2022 and TY - 2022 Non - GAAP Total Revenue, 4Q - 2022 and TY - 2022 Non - GAAP Gross Margin, 4Q - 2 022 and TY - 2022 Non - GAAP Operating Expenses, 4Q - 2022 and TY - 2022 Non - GAAP EBITDA and 4Q - 2022 and TY - 2022 Non - GAAP Earnings Per Share to their most directly comparable GAAP financial measures.
© 2023 Omnicell, Inc. 2023 Financial Guidance 16 Q1 - 2023 TY - 2023 Bookings 1 Not Provided $1.000 - $1.100 Billion Total Revenues $ 273 - $283 Million $1.150 - $1.190 B illion Product Revenues $179 - $184 Million $740 - $760 Million Service Revenues $94 - $99 Million $410 - $430 Million Technical Services Revenues Not Provided $210 - $220 Million Advanced Services Revenues Not Provided $200 - $210 Million Non - GAAP EBITDA $6 - $12 Million $120 - $135 Million Non - GAAP EPS $0.04 - $0.14 $1.55 - $1.80 Long - Term Value Creation Opportunities L eadership position in the digital transformation of healthcare with $90 Billion+ TAM 2 Emerging and scaling of Advanced Services offerings Platform adoption, expansion, market share gains, and upgrade cycles supporting growth Strong balance sheet should enable transformation to new business model with expected higher gross margins, EBITDA, and free cash flows We do not provide a reconciliation of forward - looking non - GAAP guidance to the comparable GAAP measures as these items are inher ently uncertain and difficult to estimate and cannot be predicted without unreasonable effort. 1. We define bookings generally as: 1) the value of non - cancelable contracts for our connected devices, software products, and Adva nced Services (although, for those Advanced Services contracts without a minimum commitment, bookings only includes the amount of revenue that has been recognized once the services have been provided); and 2) for our c ons umables, the value of orders placed through our Omnicell Storefront online platform or through written or telephonic orders. We typically exclude technical services and other less significant items ancillary to our products and ser vices, such as freight revenue from bookings. 2. Represents estimated cumulative TAM over 10 years as of 5/31/2022 and includes the United States, UK&I, Germany, France, Spai n, Kingdom of Saudi Arabia and Australia/New Zealand.
© 2023 Omnicell, Inc. 17 A Better Way: Our Environmental, Social and Governance (ESG) Strategy Innovation Accelerating for Perfection Design, and deliver, our products to minimize environmental footprint while maximizing patient outcomes Environment Innovating for Energy Efficiency Actively contribute to realize 1.5 Celsius future by 2030 Social Every Voice Counts Create a culture of inclusivity, engagement, and well - being to be an employer of choice Governance Doing the Right Thing Identify, prevent, and mitigate risk to Omnicell to create, preserve, and realize value
© 2023 Omnicell, Inc. A Better Way: ESG Strategy 18 Roadmap designed to create enduring long - term value for all of our stakeholders Significance of ESG Strategy to Omnicell Corporate Responsibility (CR), and the ESG strategy fostered within, is fundamental to our mission, vision, and values. Create a Competitive Advantage: Our robust ESG program is designed to improve Omnicell's reputation and competitive advantage in the marketplace. We believe our ESG program is a credible, authentic “differentiator” from our competition. Prepare Omnicell for Upcoming Regulation: The regulatory landscape is shifting towards mandatory reporting and disclosure on ESG and climate - related risks to organizations. Measuring ESG progress and reporting should help prepare Omnicell to be compliant with future disclosure and reporting requirements. Inform ESG Ratings and Rankings: ESG ratings and rankings, that are derived from publicly disclosed ESG progress, are crucial to many in the investor community and potentially increase Omnicell's opportunity to be held in portfolio's that are ESG focused. Enhance Resiliency with Relevant Goals & Targets: We strategically align our ESG and Innovation goals to address the risks we believe are most material to our organization. Year over year improvement towards these public goals and targets is expected to increase Omnicell’s adaptability within a continuously changing business landscape. ESG Program Recognitions & Awards 2022 Source: Transparency Global Press Release, dated 04/05/2022 Source: Frost & Sullivan Institute Press Release, dated 09/30/2022
© 2023 Omnicell, Inc. 19 A Better Way: Our ESG Strategy in Action 1. Sustainalytics ESG Risk Rating Report published on 1/24/2023. 2. MSCI report published on 02/14/2023. 44% of Board are women or racially / ethnically diverse #1 position amongst peer table for lowest ESG risk according to Sustainalytics 1 7.3 MSCI governance score 2 ; in highest scoring range relative to global peers #2 in the Healthcare IT Services subindustry for ESG risk management according to Sustainalytics 1 Innovation • Zero safety defects for all new product releases in 2022 • Developing plans to minimize environmental footprint for 100% of new products by 2023 • Exploring opportunities to incorporate innovative processes and materials – such as recycled materials – and reducing material waste in our product design Environment • Decreased Scope 1 & 2 emissions in 2021 by 6% from 2019 • Conducted a Scope 1 & 2 climate risk assessment in 2022 • Goal to establish Scope 3 reduction targets by 2026 Social • Built five - year People Strategy for talent development • Enhanced employee benefits to support colleagues both at and outside of work • Establishing employee resource groups, including several focused on women in technology Governance • Recent Board refreshment with 2 new Directors added in last 3 years • Regularly evaluate Board composition • Lead Independent Director with clear responsibilities • Strengthening company's cybersecurity program
© 2023 Omnicell, Inc. We Expect that Omnicell is Positioned to Win Based on Our Belief that: 20 1. Represents estimated cumulative TAM over 10 years as of 5/31/2022 and includes the United States, UK&I, Germany, France, Spai n, Kingdom of Saudi Arabia and Australia/New Zealand.. Omnicell has the right solutions and the right business model to solve the medication management problem that the healthcare system is facing Omnicell is positioned as the leading strategic partner to health systems in large and growing market segments with $90 Billion+ TAM 1 Omnicell is scaling Advanced Services to capitalize on the many growth opportunities ahead — with Advanced Services growth continuing to drive recurring revenue growth With a track record of strong financial performance and disciplined execution, Omnicell is poised to drive profitable growth Executing on our vision to deliver the most compelling automation and services that accelerate pharmacy perfection
Appendix
© 2023 Omnicell, Inc. 22 Omnicell, Inc. Reconciliation of GAAP to Non-GAAP (Unaudited, in thousands, except per share data and percentage) 2022 2021 2022 2021 297,674$ 311,034$ 1,295,947$ 1,132,018$ Acquisition accounting impact related to deferred revenues 40 685 903 780 297,714$ 311,719$ 1,296,850$ 1,132,798$ 121,753$ 149,293$ 588,987$ 554,653$ 40.9% 48.0% 45.4% 49.0% Share-based compensation expense 2,460 2,104 9,067 7,994 Amortization of acquired intangibles 3,115 3,228 13,204 11,438 Acquisition accounting impact related to deferred revenues 40 685 903 780 Ransomware-related expenses, net of insurance recoveries - - 317 - Severance-related expenses 7,418 - 8,018 389 134,786$ 155,310$ 620,496$ 575,254$ 45.3% 49.8% 47.8% 50.8% 160,110$ 137,704$ 591,310$ 465,146$ 53.8% 44.3% 45.6% 41.1% Share-based compensation expense (15,056) (12,579) (59,180) (45,166) Amortization of acquired intangibles (5,319) (4,560) (21,873) (14,900) Acquisition-related expenses (246) (4,392) (2,155) (11,150) Impairment and abandonment of operating lease right-of-use assets related to facilities (3,992) - (9,382) - Ransomware-related expenses, net of insurance recoveries (73) - (2,157) - Severance-related and other expenses (11,364) (350) (16,785) (2,932) 124,060$ 115,823$ 479,778$ 390,998$ 41.7% 37.2% 37.0% 34.5% (28,408)$ 13,981$ 5,648$ 77,849$ Tax reform benefit impact - - - - Tax impact of IP restructuring - - - (6,202) Share-based compensation expense 17,516 14,683 68,247 53,160 Amortization of acquired intangibles 8,434 7,788 35,077 26,338 Acquisition accounting impact related to deferred revenues 40 685 903 780 Acquisition-related expenses 246 4,392 2,155 11,150 Impairment and abandonment of operating lease right-of-use assets related to facilities 3,992 - 9,382 - Ransomware-related expenses, net of insurance recoveries 73 - 2,474 - Severance-related and other expenses 18,782 350 24,803 3,321 Amortization of debt issuance costs 1,043 870 4,164 3,440 Amortization of discount on convertible senior notes - 4,734 - 18,608 Tax effect of the adjustments above (a) (6,848) (3,949) (16,582) (13,360) 14,870$ 43,534$ 136,271$ 175,084$ GAAP gross margin Three Months Ended December 31, Year Ended December 31, Reconciliation of GAAP revenues to non-GAAP revenues: GAAP revenues Non-GAAP revenues Reconciliation of GAAP gross profit to non-GAAP gross profit: GAAP gross profit Non-GAAP gross profit Non-GAAP gross margin Reconciliation of GAAP operating expenses to non-GAAP operating expenses: GAAP operating expenses GAAP operating expenses % to total revenue Non-GAAP operating expenses Non-GAAP operating expenses as a % of total non-GAAP revenues Reconciliation of GAAP net income (loss) to non-GAAP net income: GAAP net income (loss) Adjustments: Non-GAAP net income (a)Tax effects calculated for all adjustments except share-based compensation expense, using an estimated annual effective tax rate of 21% for fiscal years 2022 and 2021.
© 2023 Omnicell, Inc. 23 (a) Tax effects calculated for all adjustments except share-based compensation expense, using an estimated annual effective tax rate of 21% for fiscal years 2022 and 2021. (b) For the year ended December 31, 2022, non-GAAP diluted shares exclude approximately 0.5 million shares related to the impact of dilutive convertible senior notes for which the Company is economically hedged through its anti-dilutive convertible note hedge transaction. For the three months and year ended December 31, 2021, non-GAAP diluted shares exclude approximately 2.6 million and 2.0 million shares, respectively. (c) Defined as earnings before interest income and expense, taxes, depreciation, amortization, and share-based compensation, as well as excluding certain other non-GAAP adjustments. 2022 2021 2022 2021 44,678 49,849 45,891 47,943 44,993 47,256 45,417 45,899 (0.64)$ 0.28$ 0.12$ 1.62$ Tax reform benefit impact - - - - Tax impact of IP restructuring - - - (0.14) Share-based compensation expense 0.39 0.31 1.51 1.16 Amortization of acquired intangibles 0.19 0.16 0.77 0.58 Acquisition accounting impact related to deferred revenues 0.00 0.01 0.02 0.02 Acquisition-related expenses 0.01 0.09 0.05 0.24 Impairment and abandonment of operating lease right-of-use assets related to facilities 0.09 - 0.21 - Ransomware-related expenses, net of insurance recoveries 0.00 - 0.05 - Severance-related and other expenses 0.42 0.01 0.55 0.07 Amortization of debt issuance costs 0.02 0.02 0.09 0.07 Amortization of discount on convertible senior notes - 0.10 - 0.41 Non-GAAP dilutive shares impact from convertible note hedge transaction (b) - 0.02 0.00 0.07 Tax effect of the adjustments above (a) (0.15) (0.08) (0.37) (0.29) 0.33$ 0.92$ 3.00$ 3.81$ (28,408)$ 13,981$ 5,648$ 77,849$ Share-based compensation expense 17,516 14,683 68,247 53,160 Interest (income) and expense, net (2,410) (359) (3,721) 161 Depreciation and amortization expense 22,088 19,850 86,931 72,990 Acquisition accounting impact related to deferred revenues 40 685 903 780 Acquisition-related expenses 246 4,392 2,155 11,150 Impairment and abandonment of operating lease right-of-use assets related to facilities 3,992 - 9,382 - Ransomware-related expenses, net of insurance recoveries 73 - 2,474 - Severance-related and other expenses 18,782 350 24,803 3,321 Amortization of debt issuance costs 1,043 870 4,164 3,440 Amortization of discount on convertible senior notes - 4,734 - 18,608 Benefit from income taxes (7,106) (7,177) (8,101) (11,842) 25,856$ 52,009$ 192,885$ 229,617$ 8.7% 16.7% 14.9% 20.3% Non-GAAP EBITDA Non-GAAP EBITDA margin (non-GAAP EBITDA as a % of total non-GAAP revenues) Shares - diluted GAAP Shares - diluted Non-GAAP (b) GAAP net income (loss) per share - diluted Non-GAAP net income per share - diluted Reconciliation of GAAP net income (loss) to non-GAAP EBITDA (c) : GAAP net income (loss) Reconciliation of GAAP net income (loss) per share - diluted to non-GAAP net income per share - diluted: Omnicell, Inc. Reconciliation of GAAP to Non-GAAP (Unaudited, in thousands, except per share data and percentage) Three Months Ended December 31, Year Ended December 31,
© 2023 Omnicell, Inc. 24 Omnicell, Inc. Reconciliation of GAAP to Non-GAAP (Unaudited, in thousands, except per share data and percentage) 2017 (a) 30,518$ Share-based compensation expense 21,857 Interest (income) and expense, net 6,072 Depreciation and amortization expense 51,511 Acquisition accounting impact related to deferred revenues 1,252 Acquisition-related expenses 1,715 Severance-related and other expenses 4,752 Benefit from income taxes (26,006) 91,671$ 12.8% _________________________________________________ (a) As adjusted for full retrospective adoption of ASC 606. (b) Defined as earnings before interest income and expense, taxes, depreciation, amortization, and share-based compensation, as well as excluding certain other non-GAAP adjustments. December 31, Non-GAAP EBITDA Non-GAAP EBITDA margin (non-GAAP EBITDA as a % of total non-GAAP revenues) Reconciliation of GAAP net income (loss) to non-GAAP EBITDA (b) : GAAP net income (loss) Year Ended December 31, 2022 Revolver availability 500,000 Cash and cash equivalents 330,362 Liquidity 830,362 Year Ended December 31, 2017 Revolver availability 280,500 Cash and cash equivalents 32,424 Liquidity 312,924 Year Ended December 31, 2022 Convertible senior notes, net 566,571 Cash and cash equivalents (330,362) Net debt 236,209 Net debt/Non-GAAP EBITDA 1.2 Year Ended December 31, 2017 Long-term debt, current portion, net 15,208 Long-term debt, net 194,917 Total debt, net 210,125 Cash and cash equivalents (32,424) Net debt 177,701 Net debt/Non-GAAP EBITDA 1.9
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