Omnicell, Inc.
OMNICELL, Inc (Form: 8-K, Received: 10/25/2012 16:39:12)

 

 

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):  October 25, 2012

 

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)

 

1201 Charleston 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))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition

 

On October 25, 2012, Omnicell, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2012.  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

 

Number

 

Description of Document

99.1

 

Press release entitled “Omnicell Announces Third Quarter 2012 Results” dated October 25, 2012.

 

2



 

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.

 

 

Dated:  October 25, 2012

By:

/s/ Dan S. Johnston

 

 

Dan S. Johnston

 

 

Vice President and

 

 

General Counsel

 

3



 

EXHIBIT INDEX

 

Number

 

Description of Document

99.1

 

Press release entitled “Omnicell Announces Third Quarter 2012 Results” dated October 25, 2012.

 

4


Exhibit 99.1

 

 

Contact:

 

Rob Seim

Omnicell, Inc.

Chief Financial Officer

1201 Charleston Road

800-850-6664, ext. 6478

Mountain View, CA 94043

rob.seim@omnicell.com

 

 

Omnicell Announces Record Revenue and Profit in Third Quarter 2012

 

MOUNTAIN VIEW, Calif. — October 25, 2012 — Omnicell, Inc. (NASDAQ: OMCL), a leading provider of medication and supply management solutions to healthcare systems, today announced results for its quarter ended September 30, 2012, which includes the third quarter results of Omnicell’s acquisition of MTS Medication Technologies, Inc. (“MTS”) in May 2012.

 

GAAP results: Revenue for the third quarter of 2012 was $84.3 million, up $8.9 million or 11.9% from the second quarter of 2012, and up $19.9 million or 30.9% from the third quarter of 2011. Revenue for the nine months ended September 30, 2012 was $223.9 million, up $41.3 million or 22.6% from the nine months ended September 30, 2011.

 

Third quarter 2012 net income as reported in accordance with U.S. generally accepted accounting principles (GAAP) was $6.9 million, or $0.20 per diluted share. This compares to net income of $1.4 million, or $0.04 per diluted share, in the second quarter of 2012 and net income of $3.0 million, or $0.09 per diluted share, in the third quarter of 2011. For the nine months ended September 30, 2012, net income was $10.6 million, or $0.31 per diluted share. This compares to net income of $6.3 million, or $0.18 per diluted share, for the nine months ended September 30, 2011.

 

Non-GAAP results: Non-GAAP net income was $9.9 million for the third quarter of 2012, or $0.29 per diluted share. Non-GAAP net income for the third quarter excludes $2.4 million in stock-based compensation expense and the $0.7 million after-tax effect of amortization expense for all intangible assets acquired in connection with the acquisition of MTS completed in May 2012, as well as all earlier Omnicell acquisitions. This compares to non-GAAP net income of $6.7 million, or $0.20 per diluted share, for the second quarter of 2012, which excluded $2.2 million in stock-based compensation expense and the $3.2 million after-tax effect of MTS acquisition costs and amortization expense for all intangible assets acquired in connection with the acquisition as well as all earlier Omnicell acquisitions. Third quarter 2012 results compare to non-GAAP net income of $5.4 million, or $0.16 per diluted share, for the third quarter of 2011, which excluded $2.4 million of stock-based compensation expense.

 

For the nine months ended September 30, 2012, non-GAAP net income was $21.2 million, or $0.62 per diluted share. This excluded $6.8 million in stock-based compensation expense and the $3.8 million after-tax effect of acquisition costs and amortization expense for all intangible assets acquired in connection with the MTS acquisition as well as all earlier Omnicell acquisitions.

 

For the nine months ended September 30, 2011, non-GAAP net income was $14.1 million, or $0.41 per diluted share, excluding $7.3 million in stock-based compensation expense and a $1.0 million pre-tax settlement expense for litigation claims.

 

“Our performance in the third quarter of 2012 demonstrates that our three-part strategy of expanding in the U.S., making selective acquisitions, and achieving targeted international expansion is driving growth in revenue and profits,” said Randall Lipps, Omnicell president, chairman and CEO. “We continue to see strong competitive conversion momentum in our Acute Care business and the profit generated by our Non-Acute Care segment, following the acquisition of MTS, is ahead of our earlier projections, as multi-medication adherence packaging is entering new markets outside the U.S.”

 

“I am particularly pleased that we achieved record operating margin in the third quarter meeting our goal earlier than projected, even while continuing to invest in our product line and market strategies,” Mr. Lipps added.

 

Omnicell Conference Call Information

 

Omnicell will hold a conference call today at 2:30 p.m. PT to discuss third 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 47024941. Internet users can access the conference call at http://ir.omnicell.com/events.cfm. A replay of the call will be available today at approximately 3:30 p.m. PT and will be available until 8:59 p.m. PT on November 1. The replay access numbers are 1-855-859-2056 within the U.S. and 1-404-537-3406 for all other locations, conference code # 47024941.

 



 

About Omnicell

 

Omnicell, Inc. (NASDAQ: OMCL) is a leading provider of automation and business information solutions enabling hospitals and other healthcare organizations to streamline the medication administration process and manage costly medical supplies for increased operational efficiency and enhanced patient safety. Through seamless integration with a customer’s existing IT infrastructure, Omnicell solutions empower healthcare facilities to achieve comprehensive automation of medication and supply management from the arrival at the loading dock to the patient’s bedside. Omnicell also provides healthcare facilities with business analytics software designed to improve medication diversion detection and regulatory compliance.

 

Since 1992, more than 2,600 hospital customers worldwide have utilized Omnicell’s medication automation, supply chain, and analytics solutions to enable them to increase patient safety, improve efficiency and address changing healthcare regulations while providing effective control of costs, charge capture for payer reimbursement and inventory management of medications and supplies.

 

MTS Medication Technologies, Inc., a wholly-owned Omnicell subsidiary, is a leader in medication adherence packaging systems designed to improve medication dispensing and administration. MTS enables approximately 6,000 institutional and retail pharmacies worldwide to maintain high accuracy and quality standards while optimizing productivity and controlling costs. The MTS product line includes more than 20 packaging machines and 50 types of consumable products.

 

For more information about Omnicell, please visit www.omnicell.com. Visit www.mts-mt.com for more information about MTS.

 

Forward-Looking Statements

 

To the extent any statements contained in this release deal with information that is not historical, these statements are necessarily forward-looking. 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. The risk factors are described in the Company’s Securities and Exchange Commission (SEC) filings and include, without limitation, our ability to successfully integrate MTS and avoid disruptions in our business, the potential failure to realize the anticipated benefits of the MTS acquisition, unfavorable general economic and market conditions, risks to growth and acceptance of our products and services and to growth of the clinical automation and workflow automation market generally, the potential of increasing competition, potential regulatory changes, and the ability of the company to improve sales productivity to grow product backlog, retain key personnel, to cut expenses, to manage future changes in revenue levels, to develop new products and integrate acquired companies, products or intellectual property in a timely and cost-effective manner. Prospective investors are cautioned not to place undue reliance on forward-looking statements.

 

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). Our management evaluates and makes operating decisions using various performance measures. In addition to Omnicell’s GAAP results, we also consider 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 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)  Stock-based compensation expense impact of Accounting Standards Codification (ASC) 718 . We recognize equity plan-related compensation expenses, which represent the fair value of all share-based payments to employees, including grants of employee stock options, as required under ASC 718, “Stock Compensation” as non-GAAP adjustments in each period.

 

b) Litigation settlement (net of tax).  We recorded an accrual in the first quarter of 2011 for settlement of litigation claims for $1.0 million ($0.6 million net of the $0.4 million income tax effect). This charge is not expected to be recurring and, as such, the financial impact is excluded from our non-GAAP results.

 

c) Acquisition-related transaction and integration expenses . In connection with our acquisition of MTS, we recorded $4.9 million of acquisition transaction and integration costs ($2.9 million net of the $2.0 million tax effect) in the second quarter of 2012. This charge is not expected to be recurring and, as such, the financial impact is excluded from our non-GAAP results.

 

d) Intangible assets amortization from business acquisitions. Beginning in the second quarter of 2012 (without revising prior periods), we are also excluding from our non-GAAP results the amortization expense resulting from the MTS acquisition as well as earlier Omnicell acquisitions. This impacts the second quarter and third quarter non-GAAP results by $0.5 million ($0.3 million net of the $0.2 million tax effect) and $1.1 million ($0.7 million net of the $0.4 million tax effect), respectively. The September 30, 2012 year-to-date non-GAAP results are affected by $1.6 million ($1.0 million net of $0.6 million tax effect). These non-cash charges, as considered by management, are not reflecting the core cash-generating performance of the business and therefore are excluded from our non-GAAP results.

 

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 option grants.

 

We believe that the presentation of these non-GAAP financial measures is warranted for several reasons:

 

1) 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;

 

2) 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;

 

3) 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; and

 

4) 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 related to ASC 718 is excluded from our non-GAAP financial measures:

 



 

i)  While share-based compensation calculated in accordance with 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 stock-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 stock compensation expense. In addition, we are excluding the transaction and integration costs from the May 2012 MTS acquisition from the results for the nine months ended September 30, 2012.

 

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:

 

· 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.

 

· 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.

 



 

Omnicell, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data, unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

September 30,
2012

 

September 30,
2011

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

67,446

 

$

59,269

 

$

49,790

 

$

175,239

 

$

138,583

 

Services and other revenues

 

16,885

 

16,115

 

14,649

 

48,619

 

44,021

 

Total revenue

 

84,331

 

75,384

 

64,439

 

223,858

 

182,604

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

30,636

 

28,600

 

22,429

 

79,532

 

59,995

 

Cost of services and other revenues

 

7,608

 

7,408

 

7,562

 

23,114

 

22,704

 

Total cost of revenues

 

38,244

 

36,008

 

29,991

 

102,646

 

82,699

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

46,087

 

39,376

 

34,448

 

121,212

 

99,905

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

5,545

 

5,499

 

6,019

 

17,538

 

16,139

 

Selling, general, and administrative

 

29,316

 

31,446

 

23,635

 

86,382

 

73,713

 

Total operating expenses

 

34,861

 

36,945

 

29,654

 

103,920

 

89,852

 

Income from operations

 

11,226

 

2,431

 

4,794

 

17,292

 

10,053

 

Other income and (expense), net

 

34

 

(73

)

(191

)

57

 

(66

)

Income before provision for income taxes

 

11,260

 

2,358

 

4,603

 

17,349

 

9,987

 

Provision for income taxes

 

4,340

 

983

 

1,609

 

6,703

 

3,736

 

Net income

 

$

6,920

 

$

1,375

 

$

2,994

 

$

10,646

 

$

6,251

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.21

 

$

0.04

 

$

0.09

 

$

0.32

 

$

0.19

 

Diluted

 

$

0.20

 

$

0.04

 

$

0.09

 

$

0.31

 

$

0.18

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

33,193

 

33,390

 

33,209

 

33,316

 

33,132

 

Diluted

 

34,068

 

34,316

 

34,219

 

34,241

 

34,100

 

 



 

Omnicell, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

(unaudited)

 

(1)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

54,818

 

$

191,762

 

Short-term investments

 

 

8,107

 

Accounts receivable, net

 

53,109

 

38,661

 

Inventories

 

26,400

 

18,107

 

Prepaid expenses

 

13,948

 

10,495

 

Deferred tax assets

 

11,197

 

10,352

 

Other current assets

 

7,046

 

6,107

 

Total current assets

 

166,518

 

283,591

 

 

 

 

 

 

 

Property and equipment, net

 

32,185

 

17,306

 

Non-current net investment in sales-type leases

 

10,628

 

8,785

 

Goodwill

 

112,683

 

28,543

 

Other intangible assets

 

86,234

 

4,231

 

Non-current deferred tax assets

 

 

11,677

 

Other assets

 

13,754

 

9,716

 

Total assets

 

$

422,002

 

$

363,849

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

18,635

 

$

11,000

 

Accrued compensation

 

8,130

 

7,328

 

Accrued liabilities

 

12,206

 

8,901

 

Deferred service revenue

 

19,994

 

19,191

 

Deferred gross profit

 

19,587

 

14,210

 

Total current liabilities

 

78,552

 

60,630

 

 

 

 

 

 

 

Non-current deferred service revenue

 

19,649

 

18,966

 

Non-current deferred tax liabilities

 

21,575

 

 

Other long-term liabilities

 

5,713

 

1,339

 

Total liabilities

 

125,489

 

80,935

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Total stockholders’ equity

 

296,513

 

282,914

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

422,002

 

$

363,849

 

 


(1)  Information derived from our December 31, 2011 audited Consolidated Financial Statements.

 



 

Omnicell, Inc.

Reconciliation of GAAP to Non-GAAP

(In thousands, except per share data, unaudited)

 

 

 

Three Months Ended

 

 

 

September 30, 2012

 

June 30, 2012

 

September 30, 2011

 

 

 

Net
income

 

Net income
per share-
diluted

 

Net
income

 

Net income
per share-
diluted

 

Net
income

 

Net income
per share-
diluted

 

GAAP

 

$

6,920

 

$

0.20

 

$

1,375

 

$

0.04

 

$

2,994

 

$

0.09

 

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Business acquisition costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction and integration costs for acquisitions (a)

 

 

 

 

4,855

 

 

 

 

 

 

Amortization of intangible assets acquired by acquisition (b)

 

1,057

 

 

 

558

 

 

 

 

 

 

Subtotal pretax adjustments

 

1,057

 

 

 

5,413

 

 

 

 

 

 

Income tax effect of non-GAAP adjustments (c) 

 

(407

)

 

 

(2,256

)

 

 

 

 

 

Subtotal after-tax adjustments

 

650

 

 

 

3,157

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASC 718 share-based compensation adjustment (d)

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

275

 

 

 

233

 

 

 

358

 

 

 

Operating expenses

 

2,086

 

 

 

1,980

 

 

 

2,053

 

 

 

Total after-tax adjustments

 

3,011

 

0.09

 

5,370

 

0.16

 

2,411

 

0.07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

$

9,931

 

$

0.29

 

$

6,745

 

$

0.20

 

$

5,405

 

$

0.16

 

 


(a)  This adjustment is for the incurrence of transaction and integration costs related to our acquisition of MTS in May 2012.

 

(b) Beginning with the second quarter of 2012, we are recognizing the amortization expense resulting from all intangible assets recorded from business acquisitions as a non-GAAP adjustment, including MTS and prior acquisitions.

 

(c)  Tax effects are calculated using the effective tax rates for the respective periods presented.

 

(d) This adjustment reflects the accounting impact of non-cash stock-based compensation expense related to the impact of ASC 718 for the periods shown.

 



 

Omnicell, Inc.

Reconciliation of GAAP to Non-GAAP

(In thousands, except per share data, unaudited)

 

 

 

Nine Months Ended

 

 

September 30, 2012

 

September 30, 2011

 

 

 

Net
income

 

Net income
per share-
diluted

 

Net
income

 

Net income
per share-
diluted

 

GAAP

 

$

10,646

 

$

0.31

 

$

6,251

 

$

0.18

 

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

 

Business acquisition costs

 

 

 

 

 

 

 

 

 

Transaction and integration costs for acquisitions (a)

 

4,855

 

 

 

 

 

 

 

Amortization of intangible assets acquired by acquisition (b)

 

1,615

 

 

 

 

 

 

 

Litigation settlement (c)

 

 

 

 

1,000

 

 

 

Subtotal pretax adjustments

 

6,470

 

 

 

1,000

 

 

 

Income tax effect of non-GAAP adjustments (d)

 

(2,663

)

 

 

(380

)

 

 

Subtotal after-tax adjustments

 

3,807

 

 

 

620

 

 

 

 

 

 

 

 

 

 

 

 

 

ASC 718 share-based compensation adjustment (e)

 

 

 

 

 

 

 

 

 

Gross profit

 

776

 

 

 

1,108

 

 

 

Operating expenses

 

6,005

 

 

 

6,146

 

 

 

Total after tax adjustments

 

10,588

 

0.31

 

7,874

 

0.23

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

$

21,234

 

$

0.62

 

$

14,125

 

$

0.41

 

 


(a)  This adjustment is for the incurrence of transaction and integration costs related to our acquisition of MTS in May 2012.

 

(b) Beginning with the second quarter of 2012, we are recognizing the amortization expense resulting from all intangible assets recorded from business acquisitions as a non-GAAP adjustment, including MTS and prior acquisitions.

 

(c) This adjustment is for the accrual of a $1.0 million pre-tax settlement in operating expenses ($0.6 million, net of tax effect of $0.4 million) in the first quarter of 2011.

 

(d)  Tax effects are calculated using the effective tax rates for the respective periods presented.

 

(e) This adjustment reflects the accounting impact of non-cash stock-based compensation expense related to the impact of ASC 718 for the periods shown.

 



 

Omnicell, Inc.

Calculation of Adjusted EBITDA (1)

(In thousands, unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,
2012

 

June 30,
2012

 

September 30,
2011

 

September 30,
2012

 

September 30,
2011

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

6,920

 

$

1,375

 

$

2,994

 

$

10,646

 

$

6,251

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

ASC 718 stock compensation expense

 

2,361

 

2,213

 

2,411

 

6,781

 

7,254

 

Transaction and integration costs for acquisitions, pre-tax

 

 

4,855

 

 

4,855

 

 

Litigation settlement, pre-tax

 

 

 

 

 

1,000

 

Interest

 

9

 

(24

)

(34

)

(46

)

(184

)

Depreciation and amortization expense

 

3,913

 

2,998

 

2,027

 

9,246

 

5,821

 

Income tax expense

 

4,340

 

983

 

1,609

 

6,703

 

3,736

 

Non-GAAP adjusted EBITDA (1)

 

$

17,543

 

$

12,400

 

$

9,007

 

$

38,185

 

$

23,878

 

 


(1) Defined as earnings before interest income and expense, taxes, depreciation and amortization, and non-cash expenses, including stock compensation expense, per ASC 718, as well excluding certain non-GAAP adjustments. The non-GAAP adjustments for the three months ended June 30, 2012 and the nine months ended September 30, 2012 also exclude transaction and integration costs for MTS, acquired in May 2012. The non-GAAP adjustments for the three months ended June 30, 2012 and the nine months ended September 30, 2012 also exclude transaction and integration costs for MTS, acquired in May 2012. The non-GAAP adjustments for the nine months ended September 30, 2011 also exclude first quarter 2011 expense for a pre-tax litigation settlement.