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0000926326false00009263262023-05-022023-05-02


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):  May 2, 2023

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

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

4220 North Freeway
Fort Worth, TX 76137
(Address of principal executive offices, including zip code)

(877) 415-9990
(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.001 par value OMCL NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02 Results of Operations and Financial Condition.
On May 2, 2023, Omnicell, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. 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 contained in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 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 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.
Exhibit Number Exhibit Description
99.1
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: May 2, 2023
/s/ Peter J. Kuipers
Peter J. Kuipers,
Executive Vice President and Chief Financial Officer




EX-99.1 2 exhibit991q1-23.htm EX-99.1 Document

Exhibit 99.1
omnicell-logoxrxhzxgrnxrgb.jpg
Contact:
Kathleen Nemeth Omnicell, Inc.
Senior Vice President, Investor Relations 4220 North Freeway
650-435-3318 Fort Worth, TX 76137
Kathleen.Nemeth@Omnicell.com


Omnicell Announces First Quarter 2023 Results
Total GAAP revenues of $291 million
GAAP net loss per diluted share of $0.33
Non-GAAP net income per diluted share of $0.39

FORT WORTH, Texas -- May 2, 2023 -- Omnicell, Inc. (NASDAQ:OMCL) (“Omnicell,” “we,” “our,” “us,” “management,” or the “Company”), a leader in transforming the pharmacy care delivery model, today announced results for its first quarter ended March 31, 2023.
“We are pleased with the financial performance this quarter,” said Randall Lipps, chairman, president, chief executive officer, and founder of Omnicell. “As our customers continue to navigate post-pandemic challenges, we believe delivering solutions that are designed to support optimized clinical and business outcomes are more important than ever. We remain confident that we are well-positioned to continue executing on our strategy and to drive long-term value for our stockholders and our healthcare partners and their patients.”
Financial Results
Total GAAP revenues for the first quarter of 2023 were $291 million, down $28 million, or 9%, from the first quarter of 2022. The year-over-year decrease in total GAAP revenues reflects lower point-of-care revenues as a result of ongoing health systems capital budget constraints.
Total GAAP net loss for the first quarter of 2023 was $15 million, or $0.33 per diluted share. This compares to GAAP net income of $8 million, or $0.17 per diluted share, for the first quarter of 2022.
Total non-GAAP net income for the first quarter of 2023 was $17 million, or $0.39 per diluted share. This compares to non-GAAP net income of $38 million, or $0.83 per diluted share, for the first quarter of 2022.
Total non-GAAP EBITDA for the first quarter of 2023 was $27 million. This compares to non-GAAP EBITDA of $50 million for the first quarter of 2022.
Balance Sheet
As of March 31, 2023, Omnicell’s balance sheet reflected cash and cash equivalents of $340 million, total debt (net of unamortized debt issuance costs) of $567 million, and total assets of $2.25 billion. Cash flows provided by operating activities in the first quarter of 2023 totaled $13 million. This compares to cash flows used in operating activities totaling $16 million in the first quarter of 2022.
As of March 31, 2023, the Company had $500 million of availability under its revolving credit facility, which availability is subject to reduction in order to maintain compliance with certain financial covenants under the revolving credit facility.
Business Highlights
•Strategic Alliance with Long Island University (LIU): Omnicell has co-launched the Center for Innovative Medication Management (CIMM) with LIU, an immersive pharmacy technology and analytics laboratory designed to provide LIU pharmacy students hands-on experience with innovative technology designed to support various functions within medication management. The CIMM will also be used by Omnicell to train Advanced Services operational teams, who will go on to support the Company’s technology at customer sites.
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•Publication of Omnicell’s 2022 ESG Report: In April 2023, Omnicell published its third annual ESG Report. The report highlights our continued commitment in the areas of Environmental, Social, Governance, and Innovation (ESG&I) by detailing our ESG&I initiatives and progress throughout 2022 toward our public goals and targets. As we strive to build a healthier world, we remain dedicated to furthering our ESG journey through purposeful action.
2023 Guidance
The Company’s full year 2023 guidance is unchanged. 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.
For the second quarter of 2023, the Company expects total revenues to be between $278 million and $288 million. The Company expects second quarter 2023 product revenues to be between $181 million and $186 million, and second quarter 2023 service revenues to be between $97 million and $102 million. The Company expects second quarter 2023 non-GAAP EBITDA to be between $22 million and $28 million. The Company expects second quarter 2023 non-GAAP earnings per share to be between $0.25 and $0.35 per share.
The table below summarizes Omnicell’s second quarter and full year 2023 guidance outlined above.
Q2 2023 2023
Bookings Not provided $1.000 billion - $1.100 billion
Total Revenues $278 million - $288 million $1.150 billion - $1.190 billion
Product Revenues $181 million - $186 million $740 million - $760 million
Service Revenues $97 million - $102 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 $22 million - $28 million $120 million - $135 million
Non-GAAP Earnings Per Share $0.25 - $0.35 $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, May 2, 2023 at 4:30 p.m. ET to discuss first quarter 2023 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 http://ir.omnicell.com/events-and-presentations/.
__________________________________________________
About Omnicell
Since 1992, Omnicell has been committed to transforming the pharmacy care delivery model in an effort to optimize financial and clinical outcomes across all settings of care. Through a comprehensive portfolio of automation and advanced services, Omnicell is uniquely positioned to address evolving healthcare challenges, connect settings of care, and streamline the medication management process. Healthcare facilities worldwide partner with Omnicell to help increase operational efficiency, reduce medication errors, improve patient safety, and enhance patient engagement and adherence, helping to reduce costly hospital readmissions. To learn more, visit omnicell.com.
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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.
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 Advanced Services revenues, 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) risks related to climate change, legal, regulatory or market measures to address climate change and related emphasis on ESG matters by various stakeholders, (xi) changes to the 340B Program, (xii) Omnicell’s substantial debt, which could impair its financial flexibility and access to capital, (xiii) 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, (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.
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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.
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), and f) below; non-GAAP operating expenses excludes from its GAAP equivalents items b), c), d), e), and f) below; non-GAAP income from operations and non-GAAP operating margin exclude from their GAAP equivalents items a), b), c), d), e), and f) below; and non-GAAP net income and non-GAAP net income per diluted share exclude from their GAAP equivalents items a) through g) 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), and g) below:
a)Acquisition accounting impact related to deferred revenues. In connection with the acquisition of FDS Amplicare on September 9, 2021, 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 and other assets related to facilities. We excluded from our non-GAAP results the impairment and abandonment of certain operating lease right-of-use assets, as well as property and equipment, 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)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.
g)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.
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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.
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.
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. 
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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.
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Omnicell, Inc.
Condensed Consolidated Statements of Operations
(Unaudited, in thousands, except per share data)
Three Months Ended March 31,
2023 2022
Revenues:
Product revenues $ 185,715  $ 225,875 
Services and other revenues 104,914  92,953 
Total revenues 290,629  318,828 
Cost of revenues:
Cost of product revenues 109,527  118,338 
Cost of services and other revenues 56,073  50,443 
Total cost of revenues 165,600  168,781 
Gross profit
125,029  150,047 
Operating expenses:
Research and development 22,878  25,030 
Selling, general, and administrative 125,114  119,933 
Total operating expenses 147,992  144,963 
Income (loss) from operations (22,963) 5,084 
Interest and other income (expense), net 1,781  (114)
Income (loss) before benefit from income taxes (21,182) 4,970 
Benefit from income taxes (6,182) (3,243)
Net income (loss) $ (15,000) $ 8,213 
Net income (loss) per share:
Basic $ (0.33) $ 0.19 
Diluted $ (0.33) $ 0.17 
Weighted-average shares outstanding:
Basic 44,887  44,249 
Diluted 44,887  47,918 
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Omnicell, Inc.
Condensed Consolidated Balance Sheets
(Unaudited, in thousands)
March 31,
2023
December 31,
2022
ASSETS
Current assets:
Cash and cash equivalents $ 340,413  $ 330,362 
Accounts receivable and unbilled receivables, net 322,073  299,469 
Inventories 141,156  147,549 
Prepaid expenses 27,963  27,070 
Other current assets 103,364  77,362 
Total current assets 934,969  881,812 
Property and equipment, net
98,373  93,961 
Long-term investment in sales-type leases, net
32,744  32,924 
Operating lease right-of-use assets
28,228  38,052 
Goodwill
734,895  734,274 
Intangible assets, net
234,689  242,906 
Long-term deferred tax assets
29,562  22,329 
Prepaid commissions
56,909  59,483 
Other long-term assets
100,469  105,017 
Total assets $ 2,250,838  $ 2,210,758 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 63,407  $ 63,389 
Accrued compensation 48,284  73,455 
Accrued liabilities 198,979  172,655 
Deferred revenues, net 143,298  118,947 
Total current liabilities 453,968  428,446 
Long-term deferred revenues
42,438  37,385 
Long-term deferred tax liabilities 1,558  2,095 
Long-term operating lease liabilities
36,855  39,405 
Other long-term liabilities
6,136  6,719 
Convertible senior notes, net 567,342  566,571 
Total liabilities 1,108,297  1,080,621 
Total stockholders’ equity 1,142,541  1,130,137 
Total liabilities and stockholders’ equity $ 2,250,838  $ 2,210,758 
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Omnicell, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited, in thousands)
Three Months Ended March 31,
2023 2022
Operating Activities
Net income (loss) $ (15,000) $ 8,213 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 21,974  21,124 
Loss on disposal of property and equipment 802  — 
Share-based compensation expense 14,042  16,208 
Deferred income taxes (7,770) (4,858)
Amortization of operating lease right-of-use assets 2,248  3,307 
Impairment and abandonment of operating lease right-of-use assets related to facilities 7,815  1,753 
Amortization of debt issuance costs 1,045  1,038 
Changes in operating assets and liabilities:
Accounts receivable and unbilled receivables (22,156) (49,994)
Inventories 6,760  (17,320)
Prepaid expenses (873) (1,712)
Other current assets 34  7,950 
Investment in sales-type leases 613  (1,097)
Prepaid commissions 2,574  4,152 
Other long-term assets 628  2,240 
Accounts payable 20  312 
Accrued compensation (25,171) (23,859)
Accrued liabilities (689) 769 
Deferred revenues 29,135  19,786 
Operating lease liabilities (2,678) (3,521)
Other long-term liabilities (583) (487)
Net cash provided by (used in) operating activities 12,770  (15,996)
Investing Activities
External-use software development costs (3,499) (3,852)
Purchases of property and equipment (10,141) (11,489)
Business acquisition, net of cash acquired —  (3,392)
Net cash used in investing activities (13,640) (18,733)
Financing Activities
Proceeds from issuances under stock-based compensation plans 12,114  18,951 
Employees’ taxes paid related to restricted stock units (1,369) (4,322)
Change in customer funds, net (6,883) 5,462 
Stock repurchases —  (52,210)
Net cash provided by (used in) financing activities 3,862  (32,119)
Effect of exchange rate changes on cash and cash equivalents 176  (411)
Net increase (decrease) in cash, cash equivalents, and restricted cash 3,168  (67,259)
Cash, cash equivalents, and restricted cash at beginning of period 352,835  355,620 
Cash, cash equivalents, and restricted cash at end of period $ 356,003  $ 288,361 
Reconciliation of cash, cash equivalents, and restricted cash to the Condensed Consolidated Balance Sheets:
Cash and cash equivalents $ 340,413  $ 265,008 
Restricted cash included in other current assets 15,590  23,353 
Cash, cash equivalents, and restricted cash at end of period $ 356,003  $ 288,361 
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Omnicell, Inc.
Reconciliation of GAAP to Non-GAAP
(Unaudited, in thousands, except per share data and percentage)
Three Months Ended March 31,
2023 2022
Reconciliation of GAAP revenues to non-GAAP revenues:
GAAP revenues $ 290,629  $ 318,828 
Acquisition accounting impact related to deferred revenues —  378 
Non-GAAP revenues $ 290,629  $ 319,206 
Reconciliation of GAAP gross profit to non-GAAP gross profit:
GAAP gross profit $ 125,029  $ 150,047 
GAAP gross margin 43.0% 47.1%
Share-based compensation expense 2,008  2,244 
Amortization of acquired intangibles 3,025  3,314 
Acquisition accounting impact related to deferred revenues —  378 
Severance-related expenses 144  156 
Non-GAAP gross profit $ 130,206  $ 156,139 
Non-GAAP gross margin 44.8% 48.9%
Reconciliation of GAAP operating expenses to non-GAAP operating expenses:
GAAP operating expenses $ 147,992  $ 144,963 
GAAP operating expenses % to total revenues 50.9% 45.5%
Share-based compensation expense (12,034) (13,964)
Amortization of acquired intangibles (5,217) (5,739)
Acquisition-related expenses (246) (1,395)
Impairment and abandonment of operating lease right-of-use and other assets related to facilities (a)
(8,420) (1,753)
Severance-related expenses (5,170) (3,371)
Non-GAAP operating expenses $ 116,905  $ 118,741 
Non-GAAP operating expenses as a % of total non-GAAP revenues 40.2% 37.2%
Reconciliation of GAAP income (loss) from operations to non-GAAP income from operations:
GAAP income (loss) from operations $ (22,963) $ 5,084 
GAAP operating income (loss) % to total revenues (7.9)% 1.6%
Share-based compensation expense 14,042  16,208 
Amortization of acquired intangibles 8,242  9,053 
Acquisition accounting impact related to deferred revenues —  378 
Acquisition-related expenses 246  1,395 
Impairment and abandonment of operating lease right-of-use and other assets related to facilities (a)
8,420  1,753 
Severance-related expenses 5,314  3,527 
Non-GAAP income from operations $ 13,301  $ 37,398 
Non-GAAP operating margin (non-GAAP operating income as a % of total non-GAAP revenues) 4.6% 11.7%
10


Omnicell, Inc.
Reconciliation of GAAP to Non-GAAP
(Unaudited, in thousands, except per share data and percentage)
Three Months Ended March 31,
2023 2022
Reconciliation of GAAP net income (loss) to non-GAAP net income:
GAAP net income (loss) $ (15,000) $ 8,213 
Share-based compensation expense 14,042  16,208 
Amortization of acquired intangibles 8,242  9,053 
Acquisition accounting impact related to deferred revenues —  378 
Acquisition-related expenses
246  1,395 
Impairment and abandonment of operating lease right-of-use and other assets related to facilities (a)
8,420  1,753 
Severance-related expenses
5,314  3,527 
Amortization of debt issuance costs 1,045  1,038 
Tax effect of the adjustments above (b)
(4,886) (3,601)
Non-GAAP net income $ 17,423  $ 37,964 
Reconciliation of GAAP net income (loss) per share - diluted to non-GAAP net income per share - diluted:
Shares - diluted GAAP 44,887  47,918 
Shares - diluted non-GAAP (c)
45,120  46,000 
GAAP net income (loss) per share - diluted $ (0.33) $ 0.17 
Share-based compensation expense 0.31  0.35 
Amortization of acquired intangibles 0.18  0.20 
Acquisition accounting impact related to deferred revenues —  0.01 
Acquisition-related expenses 0.01  0.03 
Impairment and abandonment of operating lease right-of-use and other assets related to facilities 0.19  0.04 
Severance-related expenses 0.12  0.08 
Amortization of debt issuance costs 0.02  0.02 
Non-GAAP dilutive shares impact from convertible note hedge transaction (c)
—  0.01 
Tax effect of the adjustments above (b)
(0.11) (0.08)
Non-GAAP net income per share - diluted $ 0.39  $ 0.83 
Reconciliation of GAAP net income (loss) to non-GAAP EBITDA(d):
GAAP net income (loss) $ (15,000) $ 8,213 
Share-based compensation expense 14,042  16,208 
Interest (income) and expense, net (3,074) (33)
Depreciation and amortization expense 21,974  21,124 
Acquisition accounting impact related to deferred revenues —  378 
Acquisition-related expenses 246  1,395 
Impairment and abandonment of operating lease right-of-use and other assets related to facilities (a)
8,420  1,753 
Severance-related expenses
5,314  3,527 
Amortization of debt issuance costs 1,045  1,038 
Benefit from income taxes (6,182) (3,243)
Non-GAAP EBITDA $ 26,785  $ 50,360 
Non-GAAP EBITDA margin (non-GAAP EBITDA as a % of total non-GAAP revenues) 9.2% 15.8%
_________________________________________________
(a)For the three months ended March 31, 2023, impairment charges of other assets were approximately $0.6 million related to property and equipment in connection with restructuring activities for optimization of certain leased facilities.
(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 2023 and 2022.
(c)For the three months ended March 31, 2022, non-GAAP diluted shares excluded approximately 1.9 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.
(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.
11


Omnicell, Inc.
Reconciliation of GAAP to Non-GAAP
(Unaudited, in thousands)
Three Months Ended March 31,
2023 2022
Reconciliation of GAAP net cash provided by (used in) operating activities to non-GAAP free cash flow:
GAAP net cash provided by (used in) operating activities $ 12,770  $ (15,996)
External-use software development costs (3,499) (3,852)
Purchases of property and equipment (10,141) (11,489)
Non-GAAP free cash flow $ (870) $ (31,337)
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