Omnicell, Inc.
OMNICELL, Inc (Form: 8-K, Received: 10/31/2013 16:12:05)

 

 

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 31 , 2013

 

OMNICELL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-33043

 

94-3166458

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(IRS Employer Identification Number)

 

590 East Middlefield Road

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

 

(650) 251-6100

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

 

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

 

o             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02 Results of Operations and Financial Condition

 

On October 31, 2013, Omnicell, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2013.  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 2013 Results” dated October 31, 2013.

 

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 31, 2013

 

 

 

 

 

/s/ Dan S. Johnston

 

 

Dan S. Johnston

 

 

Executive Vice President and

 

 

General Counsel

 

3



 

EXHIBIT INDEX

 

Number

 

Description of Document

99.1

 

Press release entitled “Omnicell Announces Third Quarter 2013 Results” dated October 31, 2013.

 

4


Exhibit 99.1

 

 

Contact:

 

Rob Seim

Omnicell, Inc.

Chief Financial Officer

590 East Middlefield Road

800-850-6664, ext. 6478

Mountain View, CA 94043

rob.seim@omnicell.com

 

 

Omnicell Announces Third Quarter 2013 Results

 

Results include record revenues and profit larger than expectations

 

MOUNTAIN VIEW, Calif. — October 31, 2013 — 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, 2013.

 

GAAP results: Revenue for the third quarter of 2013 was $94.0 million, up $0.4 million or 0.4% from the second quarter of 2013, and up $9.7 million or 11.5% from the third quarter of 2012. Revenue for the nine months ended September 30, 2013 was $274.8 million, up $51.0 million or 22.8% from the nine months ended September 30, 2012.

 

Third quarter 2013 net income as reported in accordance with U.S. generally accepted accounting principles (GAAP) was $7.8 million, or $0.21 per diluted share. This compares to net income of $6.0 million, or $0.17 per diluted share, in the second quarter of 2013 and net income of $6.9 million, or $0.20 per diluted share, in the third quarter of 2012. For the nine months ended September 30, 2013, net income was $17.2 million, or $0.48 per diluted share. This compares to net income of $10.6 million, or $0.31 per diluted share, for the nine months ended September 30, 2012.

 

Non-GAAP results: Non-GAAP net income was $11.3 million for the third quarter of 2013, or $0.31 per diluted share. Non-GAAP net income for the third quarter excludes $2.8 million of stock-based compensation expense and $1.1 million ($0.8 million net of the $0.3 million tax effect) of amortization expense for all intangible assets associated with acquisitions made by Omnicell in 2012 and earlier. This compares to non-GAAP net income of $9.9 million, or $0.29 per diluted share for the third quarter of 2012, excluding $2.4 million of stock-based compensation expense and $1.1 million ($0.7 million net of the $0.4 million tax effect) of amortization expense for all intangible assets acquired in connection with acquisitions made by Omnicell in 2012 and earlier.  Third quarter 2013 results compare to non-GAAP net income of $9.4 million, or $0.27 per diluted share for the second quarter of 2013. Non-GAAP net income for the second quarter excluded $2.7 million of stock-based compensation expense and $1.1 million ($0.7 million net of the $0.4 million tax effect) of amortization expense for all intangible assets associated with acquisitions made by Omnicell in 2012 and earlier.

 

For the nine months ended September 30, 2013, non-GAAP net income was $28.1 million, or $0.79 per diluted share. Non-GAAP net income for the nine months ended September 30, 2013 excludes $8.4 million of stock-based compensation expense and $3.2 million ($2.1 million net of the $1.1 million tax effect) of amortization expense for all intangible assets associated with acquisitions made by Omnicell in 2012 and earlier.  For the nine months ended September 30, 2012, non-GAAP net income was $21.2 million, or $0.62 per diluted share. Non-GAAP net income for the nine months ended September 30, 2012 excludes $6.8 million of stock-based compensation expense, $4.9 million of acquisition transaction and integration costs ($2.9 million net of the $2.0 million tax effect), and $1.6 million ($1.0 million net of the $0.6 million tax effect) of amortization expense for all intangible assets associated with acquisitions made by Omnicell in 2012 and earlier.

 



 

“I’m pleased that Omnicell remains on pace with 2013 growth and profit projections,” said Randall Lipps, Omnicell President, Chairman and CEO.

 

“Our three-leg strategy for expansion into new markets, clearly differentiated products, and targeted acquisition of new technology continues to propel Omnicell growth and position us well competitively. This quarter results, which include our highest revenue ever, record non-GAAP earnings, and a record volume of new orders, demonstrate the value of our solution in the evolving healthcare landscape.”

 

Omnicell Conference Call Information

 

Omnicell will hold a conference call today at 1:30 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 86848569. 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 4:30 p.m. PT and will be available until 12:00 p.m. PT on November 14. The replay access numbers are 1-855-859-2056 within the U.S. and 1-404-537-3406 for all other locations, Conference ID # is 86848569.

 



 

About Omnicell

 

For over 20 years, the mission of Omnicell (NASDAQ: OMCL) has been creating new efficiencies to help improve patient care, anywhere it is delivered. Omnicell is a leading supplier of comprehensive automation and business analytics software solutions for patient-centric medication and supply management across the entire healthcare continuum, from the acute care hospital setting to post-acute skilled nursing and long-term care facilities to the home.

 

Since 1992, more than 2,600 Acute Care customers worldwide have utilized Omnicell’s medication automation, supply chain and analytics solutions to enable them to increase operational efficiency, reduce errors, deliver actionable intelligence and improve patient safety. Omnicell Non-Acute Care solutions, including its MTS Medication Technologies brand, provide innovative medication adherence packaging solutions that can help reduce costly hospital readmissions and enable approximately 6,000 institutional and retail pharmacies worldwide to maintain high accuracy and quality standards in medication dispensing and administration while optimizing productivity and controlling costs.

 

For more information about Omnicell, please visit www.omnicell.com.

 

Forward-Looking Statements

 

To the extent any statements contained in this release deal with information that is not historical, these statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. As such, they are subject to the occurrence of many events outside Omnicell’s control and are subject to various risk factors that could cause actual results to differ materially from those expressed or implied in any forward-looking statement. Such statements include, but are not limited to Omnicell’s growth and the success of Omnicell’s strategy. Risks that contribute to the uncertain nature of the forward-looking statements include our ability to take advantage of the growth opportunities in medication management across the spectrum of healthcare settings from long term care to home care, unfavorable general economic and market conditions, risks to growth and acceptance of our products and services, including competitive conversions, 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 and to develop new products and integrate acquired companies. These and other risks and uncertainties are described more fully in Omnicell’s most recent filings with the Securities and Exchange Commission. Prospective investors are cautioned not to place undue reliance on forward-looking statements. All forward-looking statements contained in this press release speak only as of the date on which they were made. Omnicell undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

 

Use of Non-GAAP Financial Information

 

This press release contains financial measures that are not calculated in accordance with 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)  Reorganization costs . During the nine months ended September 30, 2013, we recorded $0.7 million of reorganization costs related to our Non-Acute Care segment ($0.4 million net of the $0.3 million 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-related 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. We excluded from our non-GAAP results the amortization expense resulting from the MTS acquisition as well as earlier Omnicell acquisitions. This impacts the third quarter of fiscal 2013 non-GAAP results by $1.1 million ($0.8 million net of $0.3 million tax effect) and September 30, 2013 year-to-date non-GAAP results by $3.2 million ($2.1 million net of $1.1 million tax effect). This impacted September 30, 2012 third quarter results by $1.1 million ($0.7 million net of $0.4 million tax effect) and September 30, 2012 year-to-date results by $1.6 million ($1.0 million net of the $0.6 million tax effect).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.

 

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, as well as excluding certain non-GAAP adjustments.

 

As stated above, we present non-GAAP financial measures because we consider them to be important supplemental measures of performance. However, non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for Omnicell’s GAAP results. In the future, we expect to incur expenses similar to certain of the non-GAAP adjustments described above and expect to continue reporting non-GAAP financial measures excluding such items. Some of the limitations in relying on non-GAAP financial measures are:

 

· 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,
2013

 

June 30,
2013

 

September 30,
2012

 

September 30,
2013

 

September 30,
2012

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

75,508

 

$

75,581

 

$

67,446

 

$

220,325

 

$

175,239

 

Services and other revenues

 

18,531

 

18,105

 

16,885

 

54,510

 

48,619

 

Total revenue

 

94,039

 

93,686

 

84,331

 

274,835

 

223,858

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

33,977

 

36,286

 

30,636

 

103,810

 

79,532

 

Cost of services and other revenues

 

8,022

 

8,032

 

7,608

 

24,250

 

23,114

 

Total cost of revenues

 

41,999

 

44,318

 

38,244

 

128,060

 

102,646

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

52,040

 

49,368

 

46,087

 

146,775

 

121,212

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

6,561

 

7,150

 

5,545

 

21,665

 

17,538

 

Selling, general, and administrative

 

34,762

 

32,859

 

29,316

 

100,866

 

86,382

 

Total operating expenses

 

41,323

 

40,009

 

34,861

 

122,531

 

103,920

 

Income from operations

 

10,717

 

9,359

 

11,226

 

24,244

 

17,292

 

Other income and (expense), net

 

25

 

63

 

34

 

(134

)

57

 

Income before provision for income taxes

 

10,742

 

9,422

 

11,260

 

24,110

 

17,349

 

Provision for income taxes

 

2,987

 

3,406

 

4,340

 

6,954

 

6,703

 

Net income

 

$

7,755

 

$

6,016

 

$

6,920

 

$

17,156

 

$

10,646

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.22

 

$

0.17

 

$

0.21

 

$

0.50

 

$

0.32

 

Diluted

 

$

0.21

 

$

0.17

 

$

0.20

 

$

0.48

 

$

0.31

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

35,133

 

34,450

 

33,193

 

34,499

 

33,316

 

Diluted

 

36,190

 

35,374

 

34,068

 

35,466

 

34,241

 

 



 

Omnicell, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

(unaudited)

 

(1)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

116,190

 

$

62,313

 

Accounts receivable, net

 

63,999

 

55,116

 

Inventories

 

30,705

 

26,903

 

Prepaid expenses

 

16,234

 

15,392

 

Deferred tax assets

 

11,860

 

11,860

 

Other current assets

 

8,052

 

9,172

 

Total current assets

 

247,040

 

180,756

 

 

 

 

 

 

 

Property and equipment, net

 

33,492

 

34,107

 

Non-current net investment in sales-type leases

 

12,398

 

13,228

 

Goodwill

 

111,343

 

111,407

 

Other intangible assets

 

82,530

 

85,550

 

Non-current deferred tax assets

 

1,293

 

993

 

Other assets

 

17,069

 

15,778

 

Total assets

 

$

505,165

 

$

441,819

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

24,717

 

$

18,255

 

Accrued compensation

 

12,876

 

11,613

 

Accrued liabilities

 

13,200

 

11,988

 

Deferred service revenue

 

22,247

 

20,449

 

Deferred gross profit

 

25,206

 

20,772

 

Total current liabilities

 

98,246

 

83,077

 

 

 

 

 

 

 

Non-current deferred service revenue

 

17,657

 

19,892

 

Non-current deferred tax liabilities

 

26,053

 

26,491

 

Other long-term liabilities

 

5,423

 

4,809

 

Total liabilities

 

147,379

 

134,269

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Total stockholders’ equity

 

357,786

 

307,550

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

505,165

 

$

441,819

 

 


(1)          Information derived from our December 31, 2012 audited Consolidated Financial Statements.

 



 

Omnicell, Inc.

Reconciliation of GAAP to Non-GAAP

(In thousands, except per share data, unaudited)

 

 

 

Three months ended

 

 

 

September 30, 2013

 

June 31, 2013

 

September 30, 2012

 

 

 

Net
income

 

Net income
per share-
diluted

 

Net
income

 

Net income
per share-
diluted

 

Net
income

 

Net income
per share-
diluted

 

GAAP

 

$

7,755

 

$

0.21

 

$

6,016

 

$

0.17

 

$

6,920

 

$

0.20

 

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets acquired by acquisition

 

1,060

 

 

 

1,060

 

 

 

1,057

 

 

 

Subtotal pretax adjustments

 

1,060

 

 

 

1,060

 

 

 

1,057

 

 

 

Income tax effect of non-GAAP adjustments (a) 

 

(295

)

 

 

(382

)

 

 

(407

)

 

 

Subtotal after-tax adjustments

 

765

 

 

 

678

 

 

 

650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASC 718 share-based compensation adjustment (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

325

 

 

 

325

 

 

 

275

 

 

 

Operating expenses

 

2,485

 

 

 

2,362

 

 

 

2,086

 

 

 

Total after-tax adjustments

 

3,575

 

0.10

 

3,365

 

0.10

 

3,011

 

0.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

$

11,330

 

$

0.31

 

$

9,381

 

$

0.27

 

$

9,931

 

$

0.29

 

 


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

 

(b)          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, 2013

 

September 30, 2012

 

 

 

Net
income

 

Net income
per share-
diluted

 

Net
income

 

Net income
per share-
diluted

 

GAAP

 

$

17,156

 

$

0.48

 

$

10,646

 

$

0.31

 

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

 

Business acquisition costs

 

 

 

 

 

 

 

 

 

Reorganization costs (a)

 

732

 

 

 

 

 

 

Transaction and integration costs for acquisitions (b) 

 

 

 

 

4,855

 

 

 

Amortization of intangible assets acquired by acquisition (c)

 

3,180

 

 

 

1,615

 

 

 

Subtotal pretax adjustments

 

3,912

 

 

 

6,470

 

 

 

Income tax effect of non-GAAP adjustments (d)

 

(1,395

)

 

 

(2,663

)

 

 

Subtotal after-tax adjustments

 

2,517

 

 

 

3,807

 

 

 

 

 

 

 

 

 

 

 

 

 

ASC 718 share-based compensation adjustment (e)

 

 

 

 

 

 

 

 

 

Gross profit

 

954

 

 

 

776

 

 

 

Operating expenses

 

7,469

 

 

 

6,005

 

 

 

Total after tax adjustments

 

10,940

 

0.31

 

10,588

 

0.31

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

$

28,096

 

$

0.79

 

$

21,234

 

$

0.62

 

 


(a)          This adjustment is for reorganization costs related to our Non-Acute Care segment for the nine months ended September 30, 2013.

 

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

 

(c)           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.

 

(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,
2013

 

June 30,
2013

 

September 30,
2012

 

September 30,
2013

 

September 30,
2012

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

7,755

 

$

6,016

 

$

6,920

 

$

17,156

 

$

10,646

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

ASC 718 stock compensation expense

 

2,810

 

2,687

 

2,361

 

8,423

 

6,781

 

Reorganization costs

 

 

 

 

732

 

 

Transaction and integration costs for acquisitions, pre-tax

 

 

 

 

 

4,855

 

Interest

 

(14

)

(7

)

9

 

85

 

(46

)

Depreciation and amortization expense

 

4,488

 

4,773

 

3,913

 

13,732

 

9,246

 

Income tax expense

 

2,987

 

3,406

 

4,340

 

6,954

 

6,703

 

Non-GAAP adjusted EBITDA (1)

 

$

18,025

 

$

16,875

 

$

17,543

 

$

47,081

 

$

38,185

 

 


(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 as excluding certain non-GAAP adjustments. The non-GAAP adjustments for the nine months ended September 30, 2012 exclude transaction and integration costs for MTS, acquired in May 2012.