8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

July 30, 2009

Date of Report (Date of earliest event reported)

GENOPTIX, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33753	33-0840570
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1811 Aston Avenue

Carlsbad, CA 92008

(Address of principal executive offices, including zip code)

(760) 268-6200

Registrant’s telephone number, including area code

N/A

(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(b))

¨ 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 July 30, 2009, Genoptix, Inc., a Delaware corporation, issued a press release announcing, among other things, its financial results as of and for the quarter ended June 30, 2009. A copy of the press release is attached as Exhibit 99.1 to this current report.

The information in this Item 2.02 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, whether filed before or after the date hereof, and regardless of any general incorporation language in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Genoptix, Inc. dated July 30, 2009.

SIGNATURE

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.

		GENOPTIX, INC.
Date:	July 30, 2009	/s/    Christian V. Kuhlen
		Christian V. Kuhlen, M.D., Esq.
		Vice President, General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Genoptix, Inc. dated July 30, 2009.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Genoptix Contacts:
Marcy Graham	Joleen Schultz
Sr. Director, Investor Relations	Principal
Genoptix, Inc.	Mentus
760-930-7150	858-455-5500 ext 215
investorrelations@genoptix.com	jschultz@mentus.com

GENOPTIX REPORTS CONTINUED STRONG GROWTH FOR THE SECOND QUARTER AND FIRST HALF OF 2009

Company Reports Record Revenues of $45.3 Million For The Quarter

CARLSBAD, Calif. – July 30, 2009 - Genoptix, Inc. (NASDAQ: GXDX), a specialized laboratory services provider, today reported revenues of $45.3 million for the second quarter of 2009, which includes a $3.7 million benefit from changes in accounting estimates resulting primarily from strong cash collections related to prior periods. Second quarter revenue increased 62.8% over revenues of $27.8 million for the comparable period in 2008, which included a $864 thousand benefit from changes in accounting estimates resulting primarily from cash collections related to prior periods.

“This has been another season of continued growth and record operating performance as we managed more than 14,200 patient cases in the second quarter, an increase of 52.3% from the number of cases managed during the same period in 2008,” said Tina S. Nova, Ph.D., President and CEO of Genoptix. “Our unique physician-directed approach to testing and diagnosis is driving increased demand for our services as we continue to expand our customer base. By the end of June we were servicing approximately 1,250 community physicians across the country.”

Gross profit for the second quarter of 2009 was $28.5 million, or 63.0% of revenues, up from $16.6 million, or 59.7% of revenues, for the second quarter of 2008. Operating income for the second quarter of 2009 was $13.4 million, or 29.6% of revenues, compared to operating income of $5.2 million, or 18.6% of revenues, for the same period in 2008.

Net income was $7.9 million for the second quarter of 2009, on a tax rate of 43.1%, compared to net income of $5.6 million for the second quarter of 2008, when taxed at a rate of 5.1%. Diluted earnings per share, or EPS, for the second quarter of 2009 was $0.44 based on 17.8 million weighted average common shares outstanding. This compares to EPS of $0.32 for the second quarter of 2008, which would have been reduced by approximately $0.13 if taxed at the current rate.

As of June 30, 2009, the Company’s total cash, cash equivalents and investment securities were $126.7 million. Cash generated from operations was $14.3 million for the second quarter of 2009, with bad debt expense at approximately 3% of total revenues and days sales outstanding of 54 days, consistent with the comparable prior year period.

First Half 2009 Results

Revenues for the first half of 2009 totaled $84.5 million, including a $5.1 million benefit from changes in accounting estimates resulting primarily from strong cash collections related to prior years. This is an increase of 68.6% over revenues of $50.1 million for the comparable period in 2008, which included a $1.3 million benefit from changes in accounting estimates resulting primarily from cash collections related to prior years.

Gross profit for the first half of 2009 was $52.3 million, or 61.9% of revenues, up from $29.7 million, or 59.3% of revenues, for the first half of 2008. Operating income for the first half of 2009 was $23.6 million, or 27.9% of revenues, compared to operating income of $9.3 million, or 18.6% of revenues, for the same period in 2008.

Net income was $13.8 million for the first half of 2009, on a tax rate of 43.6%. This compares to net income of $10.6 million for the first half of 2008, when taxed at a rate of 3.7%. EPS for the first half of 2009 was $0.77 based on 17.9 million weighted average common shares outstanding. This compares to EPS of $0.60 based on 17.5 million weighted average common shares outstanding for the first half of 2008, which would have been reduced by approximately $0.25 if taxed at the current rate.

For the first half of 2009, cash generated from operations was $19.6 million, while purchases of capital equipment for the same period totaled $2.3 million.

“Our performance in the second quarter was the product of exceptional execution, as we balanced the use of organizational resources with our commitment to providing the highest level of service to our customers,” said Sam Riccitelli, Genoptix EVP and COO. “We effectively managed our operational and financial growth throughout the quarter while maintaining a constant level of sales representatives and Cartesian hematopathologists. We ended the second quarter with 26 hematopathologists on staff, later adding four more and increasing the current size of the Cartesian Medical Group to 30 physicians, keeping us on track toward our goal of housing approximately 37 physicians by year-end. Additionally, we will add new sales representatives in the coming quarters, bringing us closer to our goal of approximately 85 representatives by the end of 2009.”

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2009 Performance Outlook

Recognizing the strength of our collection efforts and financial results in the second quarter, Genoptix expects revenues for the full-year 2009 of between $175 and $180 million, an increase from previous estimates of approximately $170 to $175 million. Total year gross margins are expected to be in the high-fiftieth percentile.

Operating margins for 2009 are expected to be in the mid-twentieth percentile, while net income is expected to be approximately $25 million, up from prior estimates of $22 million. Diluted EPS for the full-year 2009 is now expected to be between $1.40 and $1.45 on approximately 18.1 million shares, increasing from a prior range of $1.20 to $1.25. This assumes a tax rate of approximately 44%, down slightly from initial estimations of 45%.

Based on continued infrastructure expansion and implementation of its strategic plan, the Company projects capital expenditures of $8.5 million for the full-year 2009, which includes approximately $4.5 million in maintenance capital. A planned laboratory expansion will begin later this year and is expected to cost approximately $4 million in 2009 and an additional $4 million in the first quarter of 2010.

Conference Call Information

A conference call will take place on Thursday, July 30, 2009, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time), hosted by President and CEO, Tina S. Nova, Ph.D., and other members of senior management. To access the live conference call via phone, dial 866-770-7129 in the U.S. or Canada and 617-213-8067 for international callers. Please specify to the operator that you would like to join the “Genoptix Second Quarter 2009 Earnings Conference Call.” The participant code for the call is 62327967. If you are unable to listen to the live webcast, a replay of the call will be available through Thursday, August 6, 2009. Interested parties can access the rebroadcast by dialing 1-888-286-8010 or 1-617-801-6888 internationally and entering the reservation number 95869060.

The conference call will also be webcast live on the “Investors” section of the Genoptix website at www.genoptix.com. Please connect to the Genoptix website several minutes prior to the start of the webcast to ensure adequate time for any software download that may be necessary. If you are unable to listen to the live webcast, a replay will be available through Thursday, August 27, 2009.

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About Genoptix, Inc.

Genoptix is a specialized laboratory service provider focused on delivering personalized and comprehensive diagnostic services to community-based hematologists and oncologists. Genoptix is headquartered in Carlsbad, California.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this press release regarding the Company’s business that are not historical facts may be considered “forward-looking statements,” including statements regarding the value of the Company’s services, the Company’s ability to provide high quality services and facilitate personalized medicine, the success of the Company’s business model, improving case volumes, increasing revenues, customer adoption and growth, the Company’s capacity to manage and support future growth and ability to expand its business, hire additional personnel and consistently provide specialized, personalized and comprehensive diagnostic services, the Company’s growth prospects and ability to capture additional market share in the U.S., estimated effective tax rates and the Company’s financial guidance for 2009. Forward-looking statements are based on management’s current preliminary expectations and are subject to risks and uncertainties, which may cause the Company’s results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ from the results predicted include, without limitation, commercial and governmental reimbursement decisions, compliance and regulatory risks, financial risks, the Company’s ability to hire personnel and manage its growth and the competitive landscape within our industry. These and other risks and uncertainties are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and most recent Quarterly Report on Form 10-Q and subsequent filings with the United States Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they were made, or to reflect the occurrence of unanticipated events.

[Financial tables follow]

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GENOPTIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2009		2008		2009		2008
Revenues	$	45,298	$	27,825	$	84,487	$	50,123
Cost of revenues		16,772		11,206		32,201		20,381
Gross profit		28,526		16,619		52,286		29,742
Operating expenses:
Sales and marketing		7,331		5,170		14,321		9,431
General and administrative		7,491		5,918		13,881		10,306
Research and development		287		354		527		671
Total operating expenses		15,109		11,442		28,729		20,408
Income from operations		13,417		5,177		23,557		9,334
Interest and other income		433		694		934		1,653
Income before income taxes		13,850		5,871		24,491		10,987
Income tax expense		5,976		300		10,675		409
Net income	$	7,874	$	5,571	$	13,816	$	10,578
Net income per share:
Basic	$	0.47	$	0.34	$	0.82	$	0.65
Diluted	$	0.44	$	0.32	$	0.77	$	0.60
Shares used to compute net income per share:
Basic		16,891		16,337		16,819		16,235
Diluted		17,826		17,512		17,850		17,507

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GENOPTIX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30, 2009			December 31, 2008
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	20,984		$	38,108
Short-term investment securities		101,685			64,830
Accounts receivable, net		21,398			15,604
Deferred tax asset		4,735			4,707
Other current assets		2,186			2,179
Total current assets		150,988			125,428
Property and equipment, net		12,205			12,189
Long-term investment security		3,775			3,775
Long-term deferred tax asset		2,400			2,510
Restricted cash		270			360
Other long-term assets		371			183
Total assets	$	170,009		$	144,445
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	6,502		$	6,580
Accrued compensation		5,197			3,006
Income tax payable		571			—
Deferred revenues		2,009			365
Deferred rent		281			241
Total current liabilities		14,560			10,192
Long-term deferred rent		1,808			1,955
Other long-term liabilities		315			79
Stockholders’ equity:
Preferred stock		—			—
Common stock		17			17
Additional paid-in capital		150,747			143,616
Accumulated other comprehensive loss		(614	)		(774	)
Accumulated earnings (deficit)		3,176			(10,640	)
Total stockholders’ equity		153,326			132,219
Total liabilities and stockholders’ equity	$	170,009		$	144,445

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GENOPTIX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Six Months Ended June 30,
	2009			2008
Operating activities:
Net income	$	13,816		$	10,578
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,666			497
Provision for doubtful accounts		2,230			1,458
Stock-based compensation expense		4,761			3,208
Excess tax benefits from stock-based compensation awards		(1,585	)		(80	)
Amortization of premium (discount) on investment securities, net		78			(15	)
Deferred taxes		(29	)		—
Loss (gain) on sale of property and equipment		6			(19	)
Changes in operating assets and liabilities:
Accounts receivable		(8,024	)		(5,519	)
Other current and long-term assets		(159	)		(368	)
Accounts payable and accrued expenses		559			1,557
Accrued compensation		2,191			1,821
Income taxes		2,414			(160	)
Deferred revenues		1,644			(27	)
Deferred rent		7			14
Net cash provided by operating activities		19,575			12,945
Investing activities:
Purchase of property and equipment		(2,347	)		(2,646	)
Proceeds from sales of property and equipment		—			20
Purchase of investment securities		(80,620	)		(60,781	)
Proceeds from sales and maturities of investment securities		43,958			50,600
Purchase of intangibles		(150	)		—
Release of restricted cash		90			—
Net cash used in investing activities		(39,069	)		(12,807	)
Financing activities:
Proceeds from issuance of common stock, net		1,175			1,109
Excess tax benefits from stock-based compensation awards		1,585			80
Repurchase of restricted stock for payment of taxes		(390	)		—
Costs paid in connection with public offerings		—			(763	)
Proceeds from exercise of warrants		—			35
Net cash provided by financing activities		2,370			461
Net (decrease) increase in cash and cash equivalents		(17,124	)		599
Cash and cash equivalents at beginning of period		38,108			50,624
Cash and cash equivalents at end of period	$	20,984		$	51,223
Supplemental information:
Income taxes paid	$	8,292		$	569
Non-cash investing and financing activities:
Unrealized gain (loss) on investment securities, net	$	271		$	(191	)
Change in accrued purchases of property and equipment	$	(560	)	$	702

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