000-51222
|
|
33-0857544
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
|
|
|
6340 Sequence Drive, San Diego, CA
|
|
92121
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
¨
|
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)
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
ITEM 2.02.
|
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
|
ITEM 5.02.
|
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
|
ITEM 7.01.
|
REGULATION FD DISCLOSURE.
|
ITEM 9.01.
|
FINANCIAL STATEMENTS AND EXHIBITS.
|
|
|
|
Number
|
|
Description
|
|
|
|
10.1
|
|
Offer Letter for Quentin S. Blackford dated July 28, 2017
|
99.01
|
|
Press release dated August 1, 2017 announcing the financial results for the three months ended June 30, 2017 and certain other information.
|
|
|
|
DEXCOM, INC.
|
||
|
|
|
By:
|
|
/s/ Steven R. Pacelli
Steven R. Pacelli
Executive Vice President, Strategy and Corporate Development
|
|
|
|
Number
|
|
Description
|
|
|
|
10.1
|
|
Offer Letter for Quentin S. Blackford dated July 28, 2017
|
99.01
|
|
Press release dated August 1, 2017 announcing the financial results for the three months ended June 30, 2017 and certain other information.
|
Accepted and Agreed:
|
|
/s/ Quentin Blackford
|
Signature
|
|
Quentin Blackford
|
Name
|
|
July 28, 2017
|
Date
|
|
September 1, 2017
|
Start Date
|
•
|
Revenue grew
24%
over the second quarter of 2016 to
$170.6 million
|
•
|
International revenue grew 69% over the
second
quarter of 2016
|
•
|
Gross profit of
$117.5 million
or
69%
of revenue
|
•
|
GAAP net income of
$2.9 million
, or
$0.03
per share
|
•
|
Non-GAAP net loss of
$14.2 million
, or
$0.16
per share
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
|
(Unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
395.9
|
|
|
$
|
94.5
|
|
Short-term marketable securities, available-for-sale
|
100.7
|
|
|
29.2
|
|
||
Accounts receivable, net
|
101.7
|
|
|
101.7
|
|
||
Inventory
|
42.8
|
|
|
45.4
|
|
||
Prepaid and other current assets
|
15.7
|
|
|
9.2
|
|
||
Total current assets
|
656.8
|
|
|
280.0
|
|
||
Property and equipment, net
|
125.0
|
|
|
109.4
|
|
||
Goodwill
|
11.9
|
|
|
11.3
|
|
||
Other assets
|
1.9
|
|
|
2.1
|
|
||
Total assets
|
$
|
795.6
|
|
|
$
|
402.8
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
72.2
|
|
|
$
|
68.1
|
|
Accrued payroll and related expenses
|
31.4
|
|
|
33.4
|
|
||
Current portion of deferred revenue
|
1.5
|
|
|
0.9
|
|
||
Total current liabilities
|
105.1
|
|
|
102.4
|
|
||
Other liabilities
|
16.3
|
|
|
16.6
|
|
||
Long term senior convertible notes
|
320.5
|
|
|
—
|
|
||
Total liabilities
|
441.9
|
|
|
119.0
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 5.0 shares authorized; no shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 200.0 authorized; 86.8 and 86.5 issued and outstanding,
respectively, at June 30, 2017. Common stock, $0.001 par value, 100.0 authorized; 84.9 and 84.6 shares issued and outstanding, respectively, at December 31, 2016.
|
0.1
|
|
|
0.1
|
|
||
Additional paid-in capital
|
1,015.6
|
|
|
905.7
|
|
||
Accumulated other comprehensive loss
|
(1.6
|
)
|
|
(1.0
|
)
|
||
Accumulated deficit
|
(660.4
|
)
|
|
(621.0
|
)
|
||
Total stockholders’ equity
|
353.7
|
|
|
283.8
|
|
||
Total liabilities and stockholders’ equity
|
$
|
795.6
|
|
|
$
|
402.8
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
170.6
|
|
|
$
|
137.3
|
|
|
$
|
312.9
|
|
|
$
|
253.5
|
|
Cost of sales
|
53.1
|
|
|
51.8
|
|
|
101.3
|
|
|
92.9
|
|
||||
Gross profit
|
117.5
|
|
|
85.5
|
|
|
211.6
|
|
|
160.6
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Research and development
|
45.3
|
|
|
36.3
|
|
|
93.4
|
|
|
68.5
|
|
||||
Selling, general and administrative
|
85.8
|
|
|
69.3
|
|
|
172.2
|
|
|
131.4
|
|
||||
Total operating expenses
|
131.1
|
|
|
105.6
|
|
|
265.6
|
|
|
199.9
|
|
||||
Operating loss
|
(13.6
|
)
|
|
(20.1
|
)
|
|
(54.0
|
)
|
|
(39.3
|
)
|
||||
Other income
|
1.8
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
||||
Interest income
|
0.5
|
|
|
0.1
|
|
|
0.7
|
|
|
0.2
|
|
||||
Interest expense
|
(3.1
|
)
|
|
(0.1
|
)
|
|
(3.6
|
)
|
|
(0.2
|
)
|
||||
Loss before income taxes
|
(14.4
|
)
|
|
(20.1
|
)
|
|
(54.7
|
)
|
|
(39.3
|
)
|
||||
Income tax expense (benefit)
|
(17.3
|
)
|
|
0.1
|
|
|
(15.9
|
)
|
|
0.1
|
|
||||
Net income (loss)
|
$
|
2.9
|
|
|
$
|
(20.2
|
)
|
|
$
|
(38.8
|
)
|
|
$
|
(39.4
|
)
|
Basic and diluted net income (loss) per share
|
$
|
0.03
|
|
|
$
|
(0.24
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.48
|
)
|
Shares used to compute basic net income (loss) per share
|
86.4
|
|
|
83.6
|
|
|
85.8
|
|
|
82.8
|
|
||||
Shares used to compute dilutive net income (loss) per share
|
87.4
|
|
|
83.6
|
|
|
85.8
|
|
|
82.8
|
|
|
Three Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
US revenue
|
$
|
140.8
|
|
|
$
|
119.7
|
|
Year over year growth
|
18
|
%
|
|
48
|
%
|
||
% of total revenue
|
83
|
%
|
|
87
|
%
|
||
|
|
|
|
||||
OUS revenue
|
$
|
29.7
|
|
|
$
|
17.6
|
|
Year over year growth
|
69
|
%
|
|
42
|
%
|
||
% of total revenue
|
17
|
%
|
|
13
|
%
|
||
|
|
|
|
||||
Total revenue
|
$
|
170.6
|
|
|
$
|
137.3
|
|
Year over year growth
|
24
|
%
|
|
47
|
%
|
|
Three Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Sensor revenue
|
$
|
120.7
|
|
|
$
|
95.0
|
|
Year over year growth
|
27
|
%
|
|
47
|
%
|
||
% of total revenue
|
71
|
%
|
|
69
|
%
|
||
|
|
|
|
||||
Transmitter revenue
|
$
|
34.7
|
|
|
$
|
28.3
|
|
Year over year growth
|
23
|
%
|
|
69
|
%
|
||
% of total revenue
|
20
|
%
|
|
21
|
%
|
||
|
|
|
|
||||
Receiver revenue
|
$
|
14.0
|
|
|
$
|
13.1
|
|
Year over year growth
|
7
|
%
|
|
25
|
%
|
||
% of total revenue
|
8
|
%
|
|
10
|
%
|
||
|
|
|
|
||||
Other revenue
(1)
|
$
|
1.2
|
|
|
$
|
0.9
|
|
|
|
|
|
||||
Total revenue
|
$
|
170.6
|
|
|
$
|
137.3
|
|
Year over year growth
|
24
|
%
|
|
47
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
GAAP net income (loss)
|
$
|
2.9
|
|
|
$
|
(20.2
|
)
|
|
$
|
(38.8
|
)
|
|
$
|
(39.4
|
)
|
Deferred tax benefit on senior convertible notes
(1)
|
(17.1
|
)
|
|
—
|
|
|
(17.1
|
)
|
|
—
|
|
||||
Non-GAAP net loss
|
$
|
(14.2
|
)
|
|
$
|
(20.2
|
)
|
|
$
|
(55.9
|
)
|
|
$
|
(39.4
|
)
|
|
|
|
|
|
|
|
|
||||||||
GAAP basic and diluted net income (loss) per share
|
$
|
0.03
|
|
|
$
|
(0.24
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.48
|
)
|
Deferred tax benefit on senior convertible notes
(1)
|
(0.20
|
)
|
|
—
|
|
|
(0.20
|
)
|
|
—
|
|
||||
Non-GAAP basic and diluted net loss per share
(2)
|
$
|
(0.16
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(0.48
|
)
|
|
|
|
|
|
|
|
|
||||||||
Shares used to compute net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
86.4
|
|
|
83.6
|
|
|
85.8
|
|
|
82.8
|
|
||||
Diluted
|
87.4
|
|
|
83.6
|
|
|
85.8
|
|
|
82.8
|
|