Item 2.02 Results of Operations and Financial Condition.
On February 28, 2023, Omnicell, Inc. (the "Company") issued a press release
announcing its financial results for the quarter and year ended December 31,
2022. The full text of the press release issued in connection with the
announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference. A slide presentation, dated February 28,
2023, is attached as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated herein by reference. The slide presentation provides information
that may be referred to by the Company on its conference call with investors
scheduled to occur on February 28, 2023 in connection with the Company's release
of results for the fiscal year and fourth quarter 2022.
The information contained in Item 2.02 of this Current Report on Form 8-K and
Exhibits 99.1 and 99.2 attached hereto are being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Item 2.05 Costs Associated with Exit or Disposal Activities.
As previously disclosed, on November 23, 2022, the Company committed to a plan
to reduce the Company's headcount (the "Plan"), as part of the Company's expense
containment efforts being implemented due to ongoing macroeconomic headwinds.
As a result of continued exploration of expense containment measures, on
February 28, 2023, the Company committed to further reduce its headcount,as part
of the Plan. The Company expects to further reduce its workforce across many of
its functions affecting approximately 60 additional employees. As part of the
Plan, on February 28, 2023, the Company also committed to reduce its real estate
footprint to align with its broader hybrid work strategy and in an effort to
further reduce costs. The Company expects to reduce its real estate square
footage by the end of the second quarter of fiscal 2023.
The Company estimates that the additional headcount reductions and office
closures will result in additional incremental nonrecurring restructuring and
related charges of approximately $13.0 million in 2023.
As a result of these additional actions, the Company now expects total
nonrecurring restructuring and related charges in connection with the Plan of
$30.5 million, which the Company incurred $17.5 million of charges in the
quarter ended December 31, 2022 and expects to incur $13.0 million of charges by
the end of the second quarter of fiscal 2023. The estimated nonrecurring
restructuring and related charges consist of (i) approximately $23.5 million of
cash-based charges related to the reduction in headcount, consisting primarily
of employee severance and benefits costs, for which the Company incurred $17.5
million of charges in the quarter ended December 31, 2022 and expects to incur
$6.0 million of charges in the quarter ended March 31, 2023, and
(ii) approximately $7.0 million of non-cash charges related to the office
closures, which the company expects to incur by the end of the second quarter of
fiscal 2023 consisting primarily of impairment of operating lease right-of-use
assets. The Company now expects the Plan, including related cash payments, to be
substantially complete by the end of the second quarter of fiscal 2023.
The Company currently estimates that the Plan, along other expense containment
efforts, will result in annualized savings of approximately $50 million from
operating expenses, excluding the expected volume-based reductions within cost
of revenues, in 2023. However, the Company expects that much of the annualized
savings will be offset by the impact of year-over-year inflation in employee
salaries and increased performance-based compensation, as well as investments in
research and development.
The estimates of the charges and costs that the Company expects to incur and the
annualized savings the Company expects to achieve, in connection with the
foregoing, and the timing thereof, are subject to a number of assumptions and
actual results may differ materially. In addition, the Company may incur other
charges or cash expenditures not currently contemplated due to unanticipated
events that may occur as a result of or in connection with the implementation of
the Plan.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including,
but not limited to, statements related to the expected timing of completion of
the Plan, and the expected costs, related charges, and savings under the Plan.
Words such as "expects," "estimate," "will," "likely," "anticipates," "intend,"
"may," "plan," "potential," "believe," "forecast," "guidance," "outlook," and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements are based upon the Company's current plans,
assumptions, beliefs, and expectations. Forward-looking statements are subject
to the occurrence of many events outside the Company's control. Actual results
and the timing of events may differ materially from those contemplated by such
forward-looking statements due to numerous factors that involve substantial
known and unknown risks and uncertainties. These risks and uncertainties
include, among other things, the risk that the restructuring costs may be
greater than anticipated or that the savings may be less than anticipated; the
risk that the Company's efforts may have an adverse impact on the Company's
internal programs, and Omnicell's ability to recruit and retain skilled and
motivated personnel and may be distracting to management; and other risks and
uncertainties further described in the "Risk Factors" section of Omnicell's most
recent Annual Report on Form 10-K, as well as in Omnicell's other reports filed
with or furnished to the United States Securities and Exchange Commission
("SEC"), available at www.sec.gov. Forward-looking statements should be
considered in light of these risks and uncertainties. Investors and others are
cautioned not to place undue reliance on forward-looking statements. All
forward-looking statements contained herein speak only as of the date hereof.
Omnicell assumes no obligation to update any such statements publicly, or to
update the reasons actual results could differ materially from those expressed
or implied in any forward-looking statements, whether as a result of changed
circumstances, new information, future events, or otherwise, except as required
by law.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Departure
On February 28, 2023, the Company announced that Peter J. Kuipers will step down
from his role as Executive Vice President, Chief Financial Officer, effective
July 1, 2023. Pending his departure, Mr. Kuipers will continue to serve as
Executive Vice President, Chief Financial Officer while the Company searches for
a new Chief Financial Officer and will assist with the transition of his role
and responsibilities.
In connection with Mr. Kuipers' departure, it is expected that the Company and
Mr. Kuipers will enter into a separation agreement, the material terms of which
have not been finalized as of the date of this Current Report on Form 8-K.
The departure of Mr. Kuipers is not due to any disagreement with the Company on
any matter relating to the Company's operations, policies or practices
(financial reporting, accounting or otherwise).
The Company would like to thank Mr. Kuipers for his contributions to the Company
throughout his employment, and for playing an important role in the Company's
growth.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Exhibit Description
99.1 Press release entitled "Omnicell Announces Fiscal Year and Fourth
Quarter 2022 Results" dated February 28, 2023
99.2 Slide presentation for Earnings Release dated February 28, 2023
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document)© Edgar Online, source Glimpses
OMNICELL, INC. 
