Vocera Communications, Inc. (NYSE: VCRA), a recognized leader in
clinical communication and workflow solutions, today reported total
revenue of $65.8 million for the fourth quarter of 2021, an
increase of 16% compared to the fourth quarter of 2020.
Fourth quarter of 2021 financial highlights include:
- Total revenue of $65.8 million, up 16% compared to $56.6
million last year
- GAAP net loss of $(0.7) million compared to a GAAP net income
of $0.1 million last year
- Adjusted EBITDA of $16.2 million compared to $13.1 million last
year
- Full-year revenue was $234.2 million, up 18%
year-over-year
- Full-year bookings were $277.3 million, up 19%
year-over-year
- Deferred revenue and backlog combined of $246.1 million as of
December 31, 2021, an increase of 42% over last year
Fourth Quarter 2021 Results
(in thousands)
Three months ended December
31,
2021
2020
% change
Product revenue
Device
$
20,294
$
21,291
(4.7
)%
Software
13,988
8,965
56.0
%
Total product
$
34,282
$
30,256
13.3
%
Service revenue
Subscription and support
$
25,577
$
21,082
21.3
%
Professional services and training
5,910
5,247
12.6
%
Total service
31,487
26,329
19.6
%
Total revenue
$
65,769
$
56,585
16.2
%
GAAP gross margin for the fourth quarter of 2021 was 68.0%,
compared to 68.1% in the fourth quarter of 2020.
Three months ended December
31,
2021
2020
Gross margin
Product
74.3
%
74.9
%
Service
61.2
%
60.4
%
Total gross margin
68.0
%
68.1
%
Non-GAAP gross margin
Product
78.0
%
76.2
%
Service
64.6
%
63.6
%
Total non-GAAP gross margin
71.6
%
70.4
%
GAAP net loss for the fourth quarter of 2021 was $(0.7) million,
or $(0.02) per share, compared to GAAP net income of $0.1 million,
or $0.00 per share in the fourth quarter of 2020.
Three months ended December
31,
(in thousands except per share
amounts)
2021
2020
Net (loss) income
$
(657
)
$
121
Net (loss) income per share
$
(0.02
)
$
0.00
Non-GAAP net income
$
11,501
$
9,724
Non-GAAP diluted net income per share
$
0.29
$
0.28
Adjusted EBITDA
$
16,242
$
13,077
Deferred revenue at December 31, 2021 was $84.0 million compared
to $64.7 million at December 31, 2020. Cash, cash equivalents and
short-term investments were $332.4 million at December 31, 2021
compared to $230.2 million at December 31, 2020.
Non-GAAP Income Tax Expense
Starting April 1, 2021, Vocera Communications, Inc. (“Vocera” or
the “Company”) changed the calculation of its non-GAAP provision
for income taxes in accordance with the SEC guidance of non-GAAP
financial measures and has applied such change to all periods
presented. The Company’s current and deferred income tax expense is
commensurate with the non-GAAP measure of profitability using a
non-GAAP tax rate of 20% for the three and twelve months ended
December 31, 2021 and 2020. The Company uses annual projected tax
rate in its computation of the non-GAAP income tax provision, and
excludes the direct impact of stock-based compensation, intangible
amortization expenses and acquisition related expenses. The
projected rate considers other factors such as our current
operating structure, existing tax positions in various
jurisdictions, and key legislation in major jurisdictions where we
operate.
The change will not affect the company’s non-GAAP income before
income taxes, actual cash tax payments, or cash flows, but will
result in higher non-GAAP provision for income taxes. The Company,
however, does not expect to pay substantial taxes on a GAAP basis
in the U.S. and certain other foreign jurisdictions for the
foreseeable future due to its net operating loss carryforward
balances.
Transaction with Stryker
Under the terms of the previously announced Agreement and Plan
of Merger, dated as of January 6, 2022 (together with any
amendments and supplements thereto, the “merger agreement”) among
Stryker Corporation (“Stryker”), Voice Merger Sub Corp. and the
Company, Stryker, through a wholly owned subsidiary, commenced a
cash tender offer to purchase all outstanding shares of common
stock of Vocera for $79.25 per share. The tender offer is scheduled
to expire at one minute after 11:59 p.m. Eastern time, on February
22, 2022, unless extended in accordance with the terms of the
merger agreement. The tender offer is subject to various
conditions, including a minimum tender of at least a majority of
outstanding shares of Vocera common stock and other customary
conditions. The transaction is expected to close in the first
quarter of 2022. Upon closing of the transaction, Vocera’s common
stock will no longer be listed on any public market. In light of
the transactions contemplated by the merger agreement, Vocera will
not be hosting an earnings conference call to discuss these
results, and the Company will not be providing financial guidance
for 2022.
Forward-Looking Statements
Statements in this press release that are not strictly
historical in nature are forward-looking statements within the
meaning of the U.S. federal securities laws. These forward-looking
statements are based on limited information currently available to
us and our management’s expectations, which are inherently subject
to change and involve a number of risks and uncertainties.
Actual events or results may differ materially from those in any
forward-looking statement due to various factors, including but not
limited to, risks associated with uncertainties as to the
completion of the tender offer and subsequent merger; uncertainties
as to how many of our stockholders will tender their shares in the
tender offer; the risk that competing offers or acquisition
proposals will be made; the possibility that various conditions to
the consummation of the merger and the tender offer contemplated
thereby may not be satisfied or waived; the effects of disruption
from the merger on our business and the fact that the announcement
and pendency of the transactions may make it more difficult to
establish or maintain relationships with employees, suppliers and
other business partners; our ability to achieve and maintain
profitability; the demand for our various solutions in the
healthcare and other markets; our lengthy and unpredictable sales
cycle; our ability to offer high-quality services and support for
our solutions; our ability to acquire the sole and limited source
hardware and software components for our solutions; our ability to
obtain the required capacity and product quality from our contract
manufacturers; the effects on government and commercial hospital
customers of the federal budget and budgetary uncertainty; changes
in healthcare insurance coverage and consumers’ utilization of
healthcare and hospital services; potential impacts of the COVID-19
pandemic on our operations, changes in regulations in the U.S. and
other countries; our ability to achieve anticipated strategic or
financial benefits from our acquisitions; our ability to develop
and introduce new solutions and features to existing solutions and
to manage our growth; the impact of tax law reform on us or our
customers; and the other factors described in our most recently
filed Quarterly Report on Form 10-Q, as well as our other filings
with the Securities and Exchange Commission (SEC). Our filings with
the SEC are available on the Investors section of the Company’s web
site at www.vocera.com. The financial and other information
contained in this press release should be read in conjunction with
the financial statements and notes thereto included in our filings
with the SEC. Our operating results for any historical period,
including the fourth quarter of 2021, are not necessarily
indicative of our operating results for any future periods. This
press release speaks only as of its date. We assume no obligation
to update the information in this press release, to revise any
forward-looking statements, or to update the reasons therefor.
Actual events or results could differ materially from those
anticipated in forward-looking statements.
Important Information and Where to Find It
The tender offer for the outstanding shares of common stock of
Vocera referenced in this press release commenced on January 25,
2022. This communication is for informational purposes only, is not
a recommendation and is neither an offer to purchase nor a
solicitation of an offer to sell shares of common stock of Vocera
or any other securities. Stryker has filed with the SEC a Tender
Offer Statement on Schedule TO, and Vocera has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D 9. VOCERA
STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AND ANY AMENDMENTS THERETO,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ
CAREFULLY AND IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE TENDER OFFER. Vocera stockholders and other
investors can obtain the Tender Offer Statement, the
Solicitation/Recommendation Statement and other filed documents for
free at the SEC’s web site at www.sec.gov. Copies of the documents
filed with the SEC by Stryker are available free of charge on
Stryker’s website, www.stryker.com, or by contacting Stryker’s
investor relations department at preston.wells@stryker.com. Copies
of the documents filed with the SEC by Vocera are available free of
charge on Vocera’s web site, investors.vocera.com, or by contacting
Vocera’s investor relations department at sdooley@vocera.com. In
addition, Vocera stockholders may obtain free copies of the tender
offer materials by contacting Innisfree M&A Incorporated, the
information agent for the tender offer, toll free at (877)
825-8906.
Computational Guidance on Earnings Per Share
Estimates
Accounting principles require that EPS be computed based on the
weighted average shares outstanding (“basic”), and also assuming
the issuance of potentially issuable shares (such as those subject
to stock options, convertible notes, etc.) if those potentially
issuable shares would reduce EPS (“diluted”).
The number of shares related to options and similar instruments
included in diluted EPS is based on the “Treasury Stock Method”
prescribed in Financial Accounting Standards Board (“FASB”) ASC
Topic 260, Earnings Per Share (“FASB ASC Topic 260”). This method
assumes a theoretical repurchase of shares using the proceeds of
the respective stock option exercise at a price equal to the
issuer’s average stock price during the related earnings period.
Accordingly, the number of shares includable in the calculation of
diluted EPS in respect of stock options and similar instruments is
dependent on this average stock price and will increase as the
average stock price increases.
Starting January 1, 2021, the number of shares included in the
calculation of diluted EPS in respect of convertible senior notes
is based on the “If Converted” method prescribed in FASB ASC Topic
260. This method assumes the conversion or exchange of these
securities for shares of common stock. In determining if
convertible securities are dilutive, the interest savings (net of
tax) subsequent to an assumed conversion are added back to net
earnings. The shares related to a convertible security are included
in diluted EPS only if EPS as otherwise calculated is greater than
the interest savings, net of tax, divided by the shares issuable
upon exercise or conversion of the instrument. Accordingly, the
calculation of diluted EPS for these instruments is dependent on
the level of net earnings.
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 the Company’s results
and makes operating decisions using various GAAP and non-GAAP
measures. In addition to our GAAP results, we also consider
non-GAAP gross margin, non-GAAP gross margin for products and for
services, non-GAAP net income/(loss), non-GAAP diluted
income/(loss) per share, non-GAAP operating expenses, non-GAAP
other expense, net and non-GAAP provision for (benefit from) income
taxes. We also present Adjusted EBITDA, a non-GAAP measure that we
reconcile to net income/(loss). These non-GAAP measures should not
be considered as a substitute for the corresponding financial
measure derived in accordance with GAAP. We present the non-GAAP
measures because we consider them to be important supplemental
information for our investors for analyzing our performance, core
operating results and trends. Investors are encouraged to review
the reconciliation of non-GAAP financial measures to their most
directly comparable GAAP measures included with this press
release.
Our non-GAAP gross margins, non-GAAP net income/(loss), non-GAAP
diluted income/(loss) per share, non-GAAP operating expenses,
non-GAAP other expense, net, non-GAAP provision for (benefit from)
income taxes, and Adjusted EBITDA are exclusive of certain items to
facilitate management’s review of the comparability of our core
operating results on a period-to-period basis because such items
are not related to our 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. 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 and restricted stock units as non-GAAP
adjustments in each period.
b) Amortization of acquired intangibles. We acquired certain
companies in 2021, 2020, and 2016, and recorded intangible assets
related to these acquisitions. The amortization of these acquired
intangible assets is excluded from non-GAAP net income because it
is not related to ongoing controllable management decisions and
because it is non-cash in nature.
c) Acquisition related expenses. In addition to the amortization
of acquired intangibles mentioned above, we also adjust for certain
acquisition-related expenses that we may incur including (i)
professional service fees and (ii) transition costs. Professional
service fees include third party costs related to the acquisition,
such as due diligence costs, accounting fees, legal fees, valuation
services and commissions, if any. Transition costs include
retention payments and other transitional employee costs treated as
compensation expense. We consider such costs and adjustments as
highly variable in amount and frequency, being significantly
impacted by the timing and size of any acquisitions. By excluding
acquisition-related costs and adjustments from our non-GAAP
measures, management can better focus on the organic continuing
operations of our baseline and acquired businesses.
d) Income tax effects. Starting April 1, 2021, we changed the
calculation of our non-GAAP provision for income taxes in
accordance with the SEC guidance of non-GAAP financial measures.
The Company’s current and deferred income tax expense is
commensurate with the non-GAAP measure of profitability using a
non-GAAP tax rate of 20% for the three and twelve months ended
December 31, 2021 and 2020. We use the annual projected tax rate in
computation of the non-GAAP income tax provision, and exclude the
direct impact of stock-based compensation, intangible amortization
expenses and acquisition related expenses. The projected rate
considers other factors such as our current operating structure,
existing tax positions in various jurisdictions, and key
legislation in major jurisdictions where we operate.
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 are largely
outside of the Company’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 award grants.
We believe that the presentation of these non-GAAP financial
measures is warranted for several reasons:
a) Such non-GAAP financial measures provide an additional
analytical tool for understanding our financial performance by
excluding the impact of items which may obscure trends in the core
operating results of the business;
b) These non-GAAP financial measures facilitate comparisons to
the operating results of other companies commonly compared to us,
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;
and
c) These non-GAAP financial measures are employed by our
management in their own evaluation of performance and are utilized
in financial and operational decision-making processes, such as
budget planning and forecasting.
Set forth below are additional reasons why share-based
compensation expense is excluded from our non-GAAP financial
measures:
a) While share-based compensation constitutes one of our ongoing
and recurring expenses, it is not an expense that requires cash
settlement by us. 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.
b) We present 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 are dependent upon the
trading price of our 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.
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 our 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:
- Our stock options, restricted stock units, performance based
restricted stock units, and stock purchase plans are important
components of incentive compensation arrangements and will be
reflected as expenses in our GAAP results for the foreseeable
future; and
- Other companies may calculate non-GAAP financial measures
differently than us, limiting their usefulness as a comparative
measure.
Pursuant to the requirements of SEC Regulation G, a detailed
reconciliation between our non-GAAP and GAAP financial results is
set forth in the financial tables referred to above, and linked to,
this press release. Investors are advised to carefully review and
consider this information strictly as a supplement to the GAAP
results for the respective periods.
About Vocera:
The mission of Vocera Communications, Inc. is to improve the
lives of healthcare professionals, patients, and families. Founded
in 2000, Vocera provides clinical communication and workflow
solutions that help protect and connect team members, increase
operational efficiency, enhance quality of care and safety, and
humanize the healthcare experience. More than 2,300 facilities
worldwide, including nearly 1,900 hospitals and healthcare
facilities, have selected Vocera solutions to enable their
workforce to communicate and collaborate with co-workers and engage
with patients and families. Mobile workers can choose the right
device for their role or task, including smartphones or one of the
company’s wearable communication devices, and use voice commands to
easily reach people by name, role, or group. The hands-free Vocera
Smartbadge was named to TIME’s list of the 100 Best Inventions of
2020. Vocera solutions can integrate with more than 150 clinical
and operational systems, including electronic health records, nurse
call systems, ventilators, physiological monitors, and more. In
addition to healthcare, Vocera solutions are found in aged care
facilities, veterinary hospitals, schools, luxury hotels, retail
stores, power facilities, and more. Visit www.vocera.com to learn
more and follow @VoceraComm on Twitter.
Vocera® and the Vocera logo are trademarks of Vocera
Communications, Inc. registered in the United States and other
jurisdictions. All other trademarks appearing in this release are
the property of their respective owners.
Vocera Communications,
Inc.
Condensed Consolidated
Statements of Operations
(In Thousands, Except Per
Share Amounts)
(Unaudited)
Three months ended December
31,
Year ended December
31,
2021
2020
2021
2020
Revenue
Product
$
34,282
$
30,256
$
118,170
$
100,567
Service
31,487
26,329
116,015
97,853
Total revenue
65,769
56,585
234,185
198,420
Cost of revenue
Product
8,817
7,592
31,675
28,805
Service
12,217
10,435
47,657
40,998
Total cost of revenue
21,034
18,027
79,332
69,803
Gross profit
44,735
38,558
154,853
128,617
Operating expenses
Research and development
11,200
10,880
45,850
38,820
Sales and marketing
19,324
17,242
74,551
65,494
General and administrative
14,036
7,604
38,537
28,382
Total operating expenses
44,560
35,726
158,938
132,696
Income (loss) from operations
175
2,832
(4,085
)
(4,079
)
Interest income
164
491
1,032
3,169
Interest expense
(815
)
(2,404
)
(3,198
)
(9,354
)
Other income (expense), net
1
(523
)
(1,550
)
(640
)
(Loss) income before income taxes
(475
)
396
(7,801
)
(10,904
)
(Provision for) benefit from income
taxes
(182
)
(275
)
(694
)
1,248
Net (loss) income
$
(657
)
$
121
$
(8,495
)
$
(9,656
)
(Loss) income per share
Basic
$
(0.02
)
$
0.00
$
(0.25
)
$
(0.30
)
Diluted
$
(0.02
)
$
0.00
$
(0.25
)
$
(0.30
)
Weighted average shares used to compute
net (loss) income per share
Basic
34,853
32,570
34,295
32,215
Diluted
34,853
34,670
34,295
32,215
Vocera Communications,
Inc.
Condensed Consolidated Balance
Sheets
(In Thousands)
(Unaudited)
December 31,
2021
December 31,
2020
Assets
Current assets
Cash and cash equivalents
$
96,304
$
34,976
Short-term investments
236,089
195,227
Accounts receivable, net of allowance
48,213
45,653
Other receivables
7,188
6,170
Inventories
7,165
10,159
Prepaid expenses and other current
assets
4,783
6,317
Total current assets
399,742
298,502
Property and equipment, net
7,789
8,103
Intangible assets, net
19,671
12,788
Goodwill
94,883
69,168
Deferred commissions
16,596
12,293
Other long-term assets
17,379
5,967
Total assets
$
556,060
$
406,821
Liabilities and stockholders' equity
Current liabilities
Accounts payable
$
5,330
$
3,127
Accrued payroll and other current
liabilities
29,946
23,195
Deferred revenue, current
73,223
54,785
Convertible senior notes, net
40,411
—
Total current liabilities
148,910
81,107
Deferred revenue, long-term
10,732
9,948
Convertible senior notes, net
218,635
124,376
Other long-term liabilities
15,686
10,374
Total liabilities
393,963
225,805
Stockholders' equity
162,097
181,016
Total liabilities and stockholders’
equity
$
556,060
$
406,821
Vocera Communications,
Inc.
Three months ended December
31, 2021
Stock
Acquisition
(In thousands)
GAAP
compensation
Intangible
related
Total
Non-GAAP
2021
expense (a)
amortization (b)
expense (c)
adjustments
2021
Reconciliation of GAAP Gross Profit to
Non-GAAP Gross Profit (Unaudited)
Revenue
Product
$
34,282
$
—
$
—
$
—
$
—
$
34,282
Service
31,487
—
—
—
—
31,487
Total revenue
65,769
—
—
—
—
65,769
Cost of revenue
Product
8,817
252
1,011
—
1,263
7,554
Service
12,217
1,080
—
—
1,080
11,137
Total cost of revenue
21,034
1,332
1,011
—
2,343
18,691
Gross profit
$
44,735
$
1,332
$
1,011
$
—
$
2,343
$
47,078
Stock
Acquisition
(In thousands)
GAAP
compensation
Intangible
related
Total
Non-GAAP
2021
expense (a)
amortization (b)
expense (c)
adjustments
2021
Reconciliation of GAAP Operating
Expenses to Non-GAAP Operating Expenses (Unaudited)
Research and development
$
11,200
$
1,240
$
—
$
(505
)
$
735
$
10,465
Sales and marketing
19,324
2,878
591
(310
)
3,159
16,165
General and administrative
14,036
3,218
—
5,523
8,741
5,295
Total operating expenses
$
44,560
$
7,336
$
591
$
4,708
$
12,635
$
31,925
(a)
This adjustment reflects the accounting
impact of non-cash stock-based compensation expense.
(b)
This adjustment reflects the accounting
impact of acquisitions in 2021, 2020, and 2016 in non-cash
expense.
(c)
This adjustment reflects the costs
associated with business acquisitions.
Vocera Communications,
Inc.
Three months ended December
31, 2020
Stock
Acquisition
(In thousands)
GAAP
compensation
Intangible
Restructuring
related
Total
Non-GAAP
2020
expense (a)
amortization (b)
expense (c)
expense (d)
adjustments
2020
Reconciliation of GAAP Gross Profit to
Non-GAAP Gross Profit (Unaudited)
Revenue
Product
$
30,256
$
—
$
—
$
—
$
—
$
—
$
30,256
Service
26,329
—
—
—
—
—
26,329
Total revenue
56,585
—
—
—
—
—
56,585
Cost of revenue
Product
7,592
180
226
—
—
406
7,186
Service
10,435
852
—
—
—
852
9,583
Total cost of revenue
18,027
1,032
226
—
—
1,258
16,769
Gross profit
$
38,558
$
1,032
$
226
$
—
$
—
$
1,258
$
39,816
Stock
Acquisition
(In thousands)
GAAP
compensation
Intangible
Restructuring
related
Total
Non-GAAP
2020
expense (a)
amortization (b)
expense (c)
expense (d)
adjustments
2020
Reconciliation of GAAP Operating
Expenses to Non-GAAP Operating Expenses (Unaudited)
Research and development
$
10,880
$
1,145
$
—
$
—
$
445
$
1,590
$
9,290
Sales and marketing
17,242
2,076
493
—
296
2,865
14,377
General and administrative
7,604
2,586
39
405
71
3,101
4,503
Total operating expenses
$
35,726
$
5,807
$
532
$
405
$
812
$
7,556
$
28,170
(a)
This adjustment reflects the accounting
impact of non-cash stock-based compensation expense.
(b)
This adjustment reflects the accounting
impact of acquisitions in 2020, 2016, and 2014 in non-cash
expense.
(c)
This adjustment reflects costs associated
with 2020 exit and disposal activities.
(d)
This adjustment reflects the costs
associated with business acquisitions.
Vocera Communications,
Inc.
Year ended December 31,
2021
Stock
Intangible
Acquisition
(In thousands)
GAAP
compensation
amortization
related
Total
Non-GAAP
2021
expense (a)
(b)
expense (c)
adjustments
2021
Reconciliation of GAAP Gross Profit to
Non-GAAP Gross Profit (Unaudited)
Revenue
Product
$
118,170
$
—
$
—
$
—
$
—
$
118,170
Service
116,015
—
—
—
—
116,015
Total revenue
234,185
—
—
—
—
234,185
Cost of revenue
Product
31,675
922
3,079
—
4,001
27,674
Service
47,657
4,300
—
166
4,466
43,191
Total cost of revenue
79,332
5,222
3,079
166
8,467
70,865
Gross profit
$
154,853
$
5,222
$
3,079
$
166
$
8,467
$
163,320
Stock
Intangible
Acquisition
(In thousands)
GAAP
compensation
amortization
related
Total
Non-GAAP
2021
expense (a)
(b)
expense (c)
adjustments
2021
Reconciliation of GAAP Operating
Expenses to Non-GAAP Operating Expenses (Unaudited)
Research and development
$
45,850
$
4,695
$
—
$
588
$
5,283
$
40,567
Sales and marketing
74,551
10,510
2,221
496
13,227
61,324
General and administrative
38,537
10,829
78
7,353
18,260
20,277
Total operating expenses
$
158,938
$
26,034
$
2,299
$
8,437
$
36,770
$
122,168
(a)
This adjustment reflects the accounting
impact of non-cash stock-based compensation expense.
(b)
This adjustment reflects the accounting
impact of acquisitions in 2021, 2020, and 2016 in non-cash
expense.
(c)
This adjustment reflects the costs
associated with business acquisitions.
Vocera Communications,
Inc.
Year ended December 31,
2020
Stock
Intangible
Acquisition
(In thousands)
GAAP
compensation
amortization
Restructuring
related
Total
Non-GAAP
2020
expense (a)
(b)
expense (c)
expense (d)
adjustments
2020
Reconciliation of GAAP Gross Profit to
Non-GAAP Gross Profit (Unaudited)
Revenue
Product
$
100,567
$
—
$
—
$
—
$
—
$
—
$
100,567
Service
97,853
—
—
—
—
—
97,853
Total revenue
198,420
—
—
—
—
—
198,420
Cost of revenue
Product
28,805
690
351
—
—
1,041
27,764
Service
40,998
3,471
—
—
—
3,471
37,527
Total cost of revenue
69,803
4,161
351
—
—
4,512
65,291
Gross profit
$
128,617
$
4,161
$
351
—
$
—
$
4,512
$
133,129
Stock
Intangible
Acquisition
(In thousands)
GAAP
compensation
amortization
Restructuring
related
Total
Non-GAAP
2020
expense (a)
(b)
expense (c)
expense (d)
adjustments
2020
Reconciliation of GAAP Operating
Expenses to Non-GAAP Operating Expenses (Unaudited)
Research and development
$
38,820
$
4,180
$
—
$
—
$
667
$
4,847
$
33,973
Sales and marketing
65,494
7,934
1,405
—
444
9,783
55,711
General and administrative
28,382
9,450
157
405
556
10,568
17,814
Total operating expenses
$
132,696
$
21,564
$
1,562
$
405
$
1,667
$
25,198
$
107,498
(a)
This adjustment reflects the accounting
impact of non-cash stock-based compensation expense.
(b)
This adjustment reflects the accounting
impact of acquisitions in 2020, 2016, and 2014 in non-cash
expense.
(c)
This adjustment reflects costs associated
with 2020 exit and disposal activities.
(d)
This adjustment reflects the costs
associated with business acquisitions.
Vocera Communications,
Inc.
Non-GAAP Net income and net
income per share and Adjusted EBITDA
(In thousands, except per
share amounts)
(Unaudited)
Three months ended December
31,
Year ended December
31,
2021
2020
2021
2020
GAAP net (loss) income
$
(657
)
$
121
$
(8,495
)
$
(9,656
)
Add back:
Stock compensation expense
8,668
6,839
31,256
25,725
Restructuring expense
—
405
—
405
Acquisition related expenses
4,708
812
8,603
1,667
Other (income) expense, net (a)
(127
)
789
845
797
Release of deferred tax valuation
allowance
—
—
—
(2,056
)
Interest income
(161
)
(485
)
(1,016
)
(3,140
)
Interest expense
815
2,404
3,198
9,354
Depreciation and amortization expense
2,814
1,917
10,246
6,387
Provision for income taxes (b)
182
275
694
808
Non-GAAP adjusted EBITDA
$
16,242
$
13,077
$
45,331
$
30,291
GAAP net (loss) income
$
(657
)
$
121
$
(8,495
)
$
(9,656
)
Add back:
Stock compensation expense
8,668
6,839
31,256
25,725
Intangible amortization
1,602
758
5,378
1,913
Restructuring expense
—
405
—
405
Acquisition related expenses
4,708
812
8,603
1,667
Other (income) expense, net (a)
(127
)
789
845
797
Provision for income taxes (b)
(2,693
)
(1,725
)
(6,962
)
(5,169
)
Non-GAAP net income
$
11,501
$
9,724
$
30,625
$
18,795
Add interest expense of convertible senior
notes, net of tax
652
—
2,558
—
Numerator for non-GAAP diluted EPS
calculation
$
12,153
$
9,724
$
33,183
$
18,795
Non-GAAP net income per share
Basic
$
0.33
$
0.30
$
0.89
$
0.58
Diluted
$
0.29
$
0.28
$
0.82
$
0.57
Weighted average shares used to compute
non-GAAP net income per share
Basic
34,853
32,570
34,295
32,215
Diluted
41,244
34,670
40,654
33,184
(a) This adjustment reflects the accounting impact of the
quarterly valuation reassessment and discretionary payment of
contingent consideration resulting from the 2020 acquisition of
$(0.1) million and $(1.2) million for the three and twelve months
ended December 31, 2021, respectively and the induced conversion
expense from repurchasing our 2023 Notes of $2.1 million for the
twelve months ended December 31, 2021.
(b) Starting April 1, 2021, the Company changed the calculation
of its non-GAAP provision for income taxes in accordance with the
SEC guidance of non-GAAP financial measures. The Company’s current
and deferred income tax expense is commensurate with the non-GAAP
measure of profitability using a non-GAAP tax rate of 20% for the
three and twelve months ended December 31, 2021 and 2020. The
Company uses annual projected tax rate in its computation of the
non-GAAP income tax provision, and excludes the direct impact of
stock-based compensation, intangible amortization expenses and
acquisition related expenses.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220210005861/en/
Investors: Sue Dooley Vocera Communications, Inc.
408.882.5971 investorrelations@vocera.com
Media: Shanna Hearon Vocera Communications, Inc.
669.999.3368 shearon@vocera.com
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