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8-K - 8-K - OMNICELL, Inca12-15583_28k.htm

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 Second Quarter 2012 Results

 

MOUNTAIN VIEW, Calif. — August 1, 2012— Omnicell, Inc. (NASDAQ: OMCL), a leading provider of medication and supply management solutions to healthcare systems, today announced results for its quarter ended June 30, 2012, which includes the results of Omnicell’s acquisition of MTS Medication Technologies, Inc. (“MTS”) in May 2012.

 

GAAP results: Revenue for the second quarter of 2012 was $75.4 million, up $11.2 million or 17.5% from the first quarter of 2012, and up $14.4 million or 23.6% from the second quarter of 2011. Revenue for the six months ended June 30, 2012 was $139.5 million, up $21.4 million or 18.1% from the six months ended June 30, 2011.

 

Second quarter 2012 net income as reported in accordance with U.S. generally accepted accounting principles (GAAP) was $1.4 million, or $0.04 per diluted share. This compares to net income of $2.4 million, or $0.07 per diluted share, in the first quarter of 2012 and net income of $2.6 million, or $0.08 per diluted share, in the second quarter of 2011. For the six months ended June 30, 2012, net income was $3.7 million, or $0.11 per diluted share. This compares to net income of $3.3 million, or $0.10 per diluted share, for the six months ended June 30, 2011.

 

Non-GAAP results: Non-GAAP net income was $6.7 million for the second quarter of 2012, or $0.20 per diluted share. Non-GAAP net income for the second quarter excludes $2.2 million in stock-based compensation expense. It also excludes the $3.2 million after-tax effect of MTS acquisition costs and the amortization expense for all intangible assets acquired in connection with the acquisition. This compares to non-GAAP net income of $4.6 million, or $0.13 per diluted share, for the first quarter of 2012, which excluded $2.2 million in stock-based compensation expense. Second quarter 2012 results compare to non-GAAP net income of $5.0 million, or $0.15 per diluted share, for the second quarter of 2011, which excluded $2.5 million of stock-based compensation expense.

 

For the six months ended June 30, 2012, non-GAAP net income was $11.3 million, or $0.33 per diluted share. This excluded $4.4 million in stock-based compensation expense. It also excludes the $3.2 million after-tax effect of MTS acquisition costs and the amortization expense for all intangible assets acquired in connection with the acquisition. For the six months ended June 30, 2011, non-GAAP net income was $8.7 million, or $0.26 per diluted share, excluding $4.8 million in stock-based compensation expense and a $1.0 million pre-tax settlement expense for litigation claims.

 

“I’m happy to report that in this milestone period, which included the closing of the MTS acquisition and achieving our seventh consecutive annual top KLAS ranking for our automated medication dispensing system, Omnicell second quarter financial results exceeded our expectations,” said Randall Lipps, Omnicell president, chairman and CEO. “The MTS contributions to our business are ahead of projections, the integration is right on track, and our customers have reacted positively as they recognize Omnicell is uniquely positioned to provide the tools to manage medications for their patients wherever they are being treated.”

 

Omnicell Conference Call Information

 

Omnicell will hold a conference call today at 5:30 a.m. PT to discuss first quarter financial results. The conference call can be monitored by dialing 1-800-696-5518 within the U.S. or 1-706-758-4883 for all other locations. The Conference ID # is 13771768. 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 6:30 a.m. PT and will be available until 8:59 p.m. PT on August 8. The replay access numbers are 1-855-859-2056 within the U.S. and 1-404-537-3406 for all other locations, conference code # 13771768.

 



 

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, the 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, in the second quarter of 2012, we recorded $4.9 million of acquisition transaction and integration costs ($2.9 million net of the $2.0 million tax effect). 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 year-to-date non-GAAP results by $0.5 million ($0.3 million net of the $0.2 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 three months and six months ended June 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

 

Six Months Ended

 

 

 

June 30,
2012

 

March 31,
2012

 

June 30,
2011

 

June 30,
2012

 

June 30,
2011

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

59,269

 

$

48,524

 

$

46,218

 

$

107,793

 

$

88,793

 

Services and other revenues

 

16,115

 

15,619

 

14,787

 

31,734

 

29,372

 

Total revenue

 

75,384

 

64,143

 

61,005

 

139,527

 

118,165

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

28,600

 

20,296

 

19,730

 

48,896

 

37,566

 

Cost of services and other revenues

 

7,408

 

8,098

 

7,468

 

15,506

 

15,142

 

Total cost of revenues

 

36,008

 

28,394

 

27,198

 

64,402

 

52,708

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

39,376

 

35,749

 

33,807

 

75,125

 

65,457

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

5,499

 

6,494

 

5,280

 

11,993

 

10,120

 

Selling, general, and administrative

 

31,446

 

25,620

 

24,297

 

57,066

 

50,078

 

Total operating expenses

 

36,945

 

32,114

 

29,577

 

69,059

 

60,198

 

Income from operations

 

2,431

 

3,635

 

4,230

 

6,066

 

5,259

 

Other income and (expense), net

 

(73

)

96

 

71

 

23

 

125

 

Income before provision for income taxes

 

2,358

 

3,731

 

4,301

 

6,089

 

5,384

 

Provision for income taxes

 

983

 

1,380

 

1,714

 

2,363

 

2,127

 

Net income

 

$

1,375

 

$

2,351

 

$

2,587

 

$

3,726

 

$

3,257

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

$

0.07

 

$

0.08

 

$

0.11

 

$

0.10

 

Diluted

 

$

0.04

 

$

0.07

 

$

0.08

 

$

0.11

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

33,390

 

33,365

 

33,003

 

33,377

 

33,093

 

Diluted

 

34,316

 

34,341

 

33,981

 

34,329

 

34,039

 

 



 

Omnicell, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

 

 

 

June 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

(unaudited)

 

(1)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

54,071

 

$

191,762

 

Short-term investments

 

 

8,107

 

Accounts receivable, net

 

46,390

 

38,661

 

Inventories

 

25,170

 

18,107

 

Prepaid expenses

 

11,609

 

10,495

 

Deferred tax assets

 

11,197

 

10,352

 

Other current assets

 

7,164

 

6,107

 

Total current assets

 

155,601

 

283,591

 

 

 

 

 

 

 

Property and equipment, net

 

28,965

 

17,306

 

Non-current net investment in sales-type leases

 

9,826

 

8,785

 

Goodwill

 

112,083

 

28,543

 

Other intangible assets

 

87,242

 

4,231

 

Non-current deferred tax assets

 

12,574

 

11,677

 

Other assets

 

9,959

 

9,716

 

Total assets

 

$

416,250

 

$

363,849

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

15,687

 

$

11,000

 

Accrued compensation

 

13,323

 

7,328

 

Accrued liabilities

 

9,956

 

8,901

 

Deferred service revenue

 

19,791

 

19,191

 

Deferred gross profit

 

14,478

 

14,210

 

Total current liabilities

 

73,235

 

60,630

 

 

 

 

 

 

 

Non-current deferred service revenue

 

18,471

 

18,966

 

Non-current deferred tax liabilities

 

33,747

 

 

Other long-term liabilities

 

3,277

 

1,339

 

Total liabilities

 

128,730

 

80,935

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Total stockholders’ equity

 

287,520

 

282,914

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

416,250

 

$

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

 

 

 

June 30, 2012

 

March 31, 2012

 

June 30, 2011

 

 

 

Net
income

 

Net income
per share-
diluted

 

Net
income

 

Net income
per share-
diluted

 

Net
income

 

Net income
per share-
diluted

 

GAAP

 

$

1,375

 

$

0.04

 

$

2,351

 

$

0.07

 

$

2,587

 

$

0.08

 

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Business acquisition costs

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction and integration costs for acquisitions (a)

 

4,855

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets acquired by acquisition (b)

 

558

 

 

 

 

 

 

 

 

 

 

 

Subtotal pretax adjustments

 

5,413

 

 

 

 

 

 

 

 

 

Income tax effect of non-GAAP adjustments (c) 

 

(2,256

)

 

 

 

 

 

 

 

 

 

 

Subtotal after-tax adjustments

 

3,157

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASC 718 share-based compensation adjustment (d)

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

233

 

 

 

268

 

 

 

383

 

 

 

Operating expenses

 

1,980

 

 

 

1,939

 

 

 

2,068

 

 

 

Total after-tax adjustments

 

5,370

 

0.16

 

2,207

 

0.06

 

2,451

 

0.07

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

$

6,745

 

$

0.20

 

$

4,558

 

$

0.13

 

$

5,038

 

$

0.15

 

 


(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 second quarter 2012 effective tax rate.

 

(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)

 

 

 

Six months ended

 

 

 

June 30, 2012

 

June 30, 2011

 

 

 

Net
income

 

Net income
per share-
diluted

 

Net
income

 

Net income
per share-
diluted

 

GAAP

 

$

3,726

 

$

0.11

 

$

3,257

 

$

0.10

 

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

 

Business acquisition costs

 

 

 

 

 

 

 

 

 

Transaction and integration costs for acquisitions (a)

 

4,855

 

 

 

 

 

 

 

Amortization of intangible assets acquired by acquisition (b)

 

558

 

 

 

 

 

 

 

Litigation settlement (c)

 

 

 

 

1,000

 

 

 

Subtotal pretax adjustments

 

5,413

 

 

 

1,000

 

 

 

Income tax effect of non-GAAP adjustments (d)

 

(2,256

)

 

 

(380

)

 

 

Subtotal after-tax adjustments

 

3,157

 

 

 

620

 

 

 

 

 

 

 

 

 

 

 

 

 

ASC 718 share-based compensation adjustment (e)

 

 

 

 

 

 

 

 

 

Gross profit

 

501

 

 

 

750

 

 

 

Operating expenses

 

3,919

 

 

 

4,093

 

 

 

Total after tax adjustments

 

7,577

 

0.22

 

5,463

 

0.16

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

$

11,303

 

$

0.33

 

$

8,720

 

$

0.26

 

 


(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 second quarter 2012 effective tax rate.

 

(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

 

Six months ended

 

 

 

June 30,
2012

 

March 31,
2012

 

June 30,
2011

 

June 30,
2012

 

June 30,
2011

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

1,375

 

$

2,351

 

$

2,587

 

$

3,726

 

$

3,257

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

ASC 718 stock compensation expense

 

2,213

 

2,207

 

2,451

 

4,420

 

4,843

 

Transaction and integration costs for acquisitions, pre-tax

 

4,855

 

 

 

4,885

 

 

Litigation settlement, pre-tax

 

 

 

 

 

1,000

 

Interest

 

(24

)

(31

)

(75

)

(55

)

(150

)

Depreciation and amortization expense

 

2,998

 

2,335

 

1,942

 

5,333

 

3,794

 

Income tax expense

 

983

 

1,380

 

1,714

 

2,363

 

2,127

 

Non-GAAP adjusted EBITDA (1)

 

$

12,400

 

$

8,242

 

$

8,619

 

$

20,672

 

$

14,871

 

 


(1) Defined as earnings before interest income and expense, taxes, depreciation and amortization, and non-cash expenses, including stock compensation expense, per ASC 71, as well excluding certain non-GAAP adjustments. The non-GAAP adjustments for the three months and six months ended June 30, 2012 also exclude transaction and integration costs for MTS, acquired in May 2012. The non-GAAP adjustments for the six months ended June 30, 2011 also exclude first quarter 2011 expense for a pre-tax litigation settlement.