8-K

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): August 5, 2015

DexCom, Inc.

(Exact Name of the Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

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)

(858) 200-0200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, If Changed Since Last Report)

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 (see General Instruction A.2. below):

¨ 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.

On August 5, 2015, DexCom, Inc. (“DexCom”) issued a press release announcing its financial results for the quarter ended June 30, 2015 and certain other information. This press release has been furnished as Exhibit 99.01 to this report and is incorporated herein by this reference.

The information in this Item 2.02, including Exhibit 99.01 hereto, is furnished pursuant to Item 2.02 of Form 8-K, and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of DexCom under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Number	Description
99.01	Press release dated August 5, 2015 announcing the financial results for the quarter ended June 30, 2015 and certain other information.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DEXCOM, INC.
By:	/s/  Steven R. Pacelli Steven R. Pacelli Executive Vice President, Strategy and Corporate Development

Date: August 5, 2015

Exhibit Index

Number	Description
99.01	Press release dated August 5, 2015 announcing the financial results for the quarter ended June 30, 2015 and certain other information.

EX-99.01

Exhibit 99.01

DexCom, Inc. Reports Second Quarter2015 Financial Results

SAN DIEGO, CA - (BUSINESS WIRE-August 5, 2015) - DexCom, Inc. (Nasdaq: DXCM) today reported its unaudited financial results as of and for the quarter ended June 30, 2015.

Total revenue grew to $93.2 million for the second quarter of 2015, an increase of 59% from the same quarter in 2014. Total gross profit totaled $66.0 million for the three months ended June 30, 2015, compared to a total gross profit of $39.9 million for the three months ended June 30, 2014. The Company reported a net loss of $3.7 million, or $0.05 per share for the three months ended June 30, 2015, compared to a net loss of $6.0 million, or $0.08 per share ($0.09 on a diluted basis) for the three months ended June 30, 2014. The net loss of $3.7 million for the three months ended June 30, 2015 included $23.4 million in non-cash expenses, comprised primarily of share-based compensation, depreciation and amortization, compared to the net loss of $6.0 million for the three months ended June 30, 2014, which included $14.2 million in non-cash expenses.

Total cost of sales increased$8.3 million to $27.2 million for the second quarter of 2015 compared to$18.9 million for the same quarter in 2014, primarily due to increased volume of product sales. Research and development expense increased$9.6 million to $24.4 million for the second quarter of 2015 compared to $14.8 million for the second quarter of 2014. Changes in research and development expense included additional payroll costs and $2.7 million in additional non-cash share-based compensation. Selling, general and administrative expense increased by $14.3 million to $45.2 million for the second quarter of 2015 compared to $30.9 million for the second quarter of 2014, with the change primarily due to additional payroll and marketing costs, and $4.2 million in additional non-cash share-based compensation. As of June 30, 2015, the Company had $97.5 million in cash and marketable securities.

Conference Call

Management will hold a conference call today starting at 4:30 p.m. (Eastern Time). The conference call will be concurrently webcast. The link to the webcast will be available on the DexCom, Inc. website at www.dexcom.com by navigating to "Our Company," then "Investor Relations," and then "Events and Webcasts," and will be archived for future reference. To listen to the conference call, please dial (888) 895-5271 (US/Canada) or (847) 619-6547 (International) and use the confirmation number "40074746" approximately five minutes prior to the start time.

About DexCom, Inc.

DexCom, Inc., headquartered in San Diego, California, is developing and marketing continuous glucose monitoring systems for ambulatory use by people with diabetes and by healthcare providers in the hospital.

Cautionary Statement Regarding Forward Looking Statements

DexCom is a medical device company with a limited operating history. Successful commercialization of the company’s products is subject to numerous risks and uncertainties, including a lack of acceptance in the marketplace by physicians and people with diabetes, the inability to manufacture products in commercial quantities at an acceptable cost, possible delays in the company’s development programs, the inability of people with diabetes to receive reimbursement from third-party payors and inadequate financial and other resources. These risks and uncertainties, in addition to other risks, are more fully described in the company’s quarterly report on Form 10-Q for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on August 5, 2015.

FOR MORE INFORMATION:

Steven R. Pacelli

Executive Vice President, Strategy and Corporate Development

(858) 200-0200

www.dexcom.com

DexCom, Inc.

Consolidated Balance Sheets

(In millions—except par value data)

	June 30, 2015			December 31, 2014
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	67.7		$	71.8
Short-term marketable securities, available-for-sale	29.8			11.8
Accounts receivable, net	45.5			42.4
Inventory	22.4			16.0
Prepaid and other current assets	5.0			3.9
Total current assets	170.4			145.9
Restricted cash	0.7			1.0
Property and equipment, net	40.6			31.2
Intangible assets, net	2.5			2.7
Goodwill	3.7			3.2
Other assets	0.5			0.6
Total assets	$	218.4		$	184.6
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	24.0		$	20.4
Accrued payroll and related expenses	17.0			17.2
Current portion of long-term debt	2.4			2.3
Current portion of deferred revenue	0.8			0.7
Total current liabilities	44.2			40.6
Other liabilities	2.4			1.5
Long-term debt, net of current portion	1.1			2.3
Total liabilities	47.7			44.4
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, 5.0 shares authorized; no shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively	—			—
Common stock, $0.001 par value, 100.0 authorized; 80.3 and 80.0 issued and outstanding, respectively, at June 30, 2015; and 77.6 and 77.3 shares issued and outstanding, respectively, at December 31, 2014	0.1			0.1
Additional paid-in capital	685.3			638.0
Accumulated other comprehensive loss	(0.3		)	(0.1		)
Accumulated deficit	(514.4		)	(497.8		)
Total stockholders’ equity	170.7			140.2
Total liabilities and stockholders’ equity	$	218.4		$	184.6

DexCom, Inc.

Consolidated Statements of Operations

(In millions—except per share data)

(Unaudited)

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Product revenue	$	92.9		$	58.2		$	165.7		$	104.9
Development grant and other revenue	0.3			0.6			0.3			1.0
Total revenue	93.2			58.8			166.0			105.9
Product cost of sales	27.2			18.7			53.5			35.6
Development and other cost of sales	—			0.2			—			0.6
Total cost of sales	27.2			18.9			53.5			36.2
Gross profit	66.0			39.9			112.5			69.7
Operating expenses
Research and development	24.4			14.8			44.2			29.3
Selling, general and administrative	45.2			30.9			84.6			58.5
Total operating expenses	69.6			45.7			128.8			87.8
Operating loss	(3.6		)	(5.8		)	(16.3		)	(18.1		)
Interest expense	(0.1		)	(0.2		)	(0.3		)	(0.4		)
Net loss	$	(3.7	)	$	(6.0	)	$	(16.6	)	$	(18.5	)
Basic net loss per share	$	(0.05	)	$	(0.08	)	$	(0.21	)	$	(0.25	)
Shares used to compute basic net loss per share	79.6			75.0			78.7			74.2
Diluted net loss per share	$	(0.05	)	$	(0.09	)	$	(0.21	)	$	(0.25	)
Shares used to compute diluted net loss per share	79.6			75.3			78.7			74.2