DEXCOM INC
10-Ks and 10-Qs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
|
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended
December 31, 2015
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
Commission file number 000-51222
DEXCOM, INC.
(Exact name of Registrant as specified in its charter)
|
Delaware
|
|
33-0857544
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
6340 Sequence Drive
San Diego, California
|
|
92121
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s Telephone Number, including area code: (858) 200-0200
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
|
Common Stock, $0.001 Par Value Per Share
|
|
The NASDAQ Stock Market LLC
(Nasdaq Global Select Market)
|
|
Preferred Stock Purchase Rights, $0.001 Par Value Per Share
|
|
The NASDAQ Stock Market LLC
(Nasdaq Global Select Market)
|
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
ý
No
¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes
¨
No
ý
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
ý
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
ý
No
¨
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definite proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
ý
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “Smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated Filer
ý
Accelerated Filer
¨
Non-accelerated Filer
¨
Smaller reporting company
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
¨
No
ý
As of
June 30, 2015
, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately
$6,284,835,598
based on the closing sales price as reported on the NASDAQ Global Select Market.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|
Class
|
|
Outstanding at February 18, 2016
|
|
Common stock, $0.001 par value per share
|
|
81,740,827 shares
|
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the documents listed below have been incorporated by reference into the indicated parts of this report, as specified in the responses to the item numbers involved.
Designated portions of the Proxy Statement relating to the 2016 Annual Meeting of the Stockholders (the “Proxy Statement”): Part III (Items 9, 10, 11, 12, and 13). Except with respect to information specifically incorporated by reference in the Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.
DexCom, Inc.
Table of Contents
|
|
|
Page
Number
|
|
PART I
|
||
|
ITEM 1.
|
Business
|
|
|
ITEM 1A.
|
Risk Factors
|
|
|
ITEM 1B.
|
Unresolved Staff Comments
|
|
|
ITEM 2.
|
Properties
|
|
|
ITEM 3.
|
Legal Proceedings
|
|
|
ITEM 4.
|
Mine Safety Disclosures
|
|
|
PART II
|
||
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
ITEM 6.
|
Selected Financial Data
|
|
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
|
ITEM 8.
|
Consolidated Financial Statements and Supplementary Data
|
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
|
ITEM 9A.
|
Controls and Procedures
|
|
|
ITEM 9B.
|
Other Information
|
|
|
PART III
|
||
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
|
|
ITEM 11.
|
Executive Compensation
|
|
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
|
|
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
|
ITEM 14.
|
Principal Accounting Fees and Services
|
|
|
PART IV
|
||
|
ITEM 15.
|
Exhibits, Financial Statement Schedules
|
|
Except for historical financial information contained herein, the matters discussed in this Form 10-K may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and subject to the safe harbor created by the Securities Litigation Reform Act of 1995. Such statements include declarations regarding our intent, belief, or current expectations and those of our management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks, uncertainties and other factors, some of which are beyond our control; actual results could differ materially from those indicated by such forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to: (i) that the information is of a preliminary nature and may be subject to further adjustment; (ii) those risks and uncertainties identified under “Risk Factors;” and (iii) the other risks detailed from time-to-time in our reports and registration statements filed with the Securities and Exchange Commission, or SEC. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
|
ITEM 1.
|
BUSINESS
|
Overview
We are a medical device company primarily focused on the design, development and commercialization of continuous glucose monitoring (“CGM”) systems for ambulatory use by people with diabetes and by healthcare providers in the hospital for the treatment of people with and without diabetes. Unless the context requires otherwise, the terms "we," "us," "our," the "company," or "DexCom" refer to DexCom, Inc. and its subsidiaries.
Products
Ambulatory Product Line: SEVEN
®
PLUS, DexCom G4
®
, DexCom G4
®
PLATINUM, DexCom Share
TM
System and DexCom G5
®
Mobile
We received approval from the
Food and Drug Administration ("FDA")
and commercialized our first product in 2006. In 2009 we received approval and began commercializing our third generation system, the DexCom SEVEN PLUS. We no longer market or provide support for the DexCom SEVEN PLUS system. On June 14, 2012, we received
Conformité Européenne Marking (“CE Mark”)
approval for our fourth generation continuous glucose monitoring system, the DexCom G4 system, enabling commercialization of the DexCom G4 system in the European Union, Australia, New Zealand and the countries in Asia and Latin America that recognize the
CE Mark
. On October 5, 2012, we received approval from the
FDA
for the DexCom G4 PLATINUM, which is designed for up to seven days of continuous use by adults with diabetes, and we began commercializing this product in the United States in the fourth quarter of 2012. On February 14, 2013, we received
CE Mark
approval for a pediatric indication for our DexCom G4 system, enabling us to market and sell this system to
persons two years old and older who have diabetes (hereinafter referred to as the "Pediatric Indication")
, and we initiated a limited commercial launch in the second quarter of 2013. In connection with our receipt of
CE Mark
approval for the
Pediatric Indication
, we changed the name of the DexCom G4 system to the DexCom G4 PLATINUM system. On February 3, 2014, we received approval from the
FDA
for a
Pediatric Indication
for the DexCom G4 PLATINUM system in the United States. On June 3, 2014, we received approval from the
FDA
for an expanded indication for the DexCom G4 PLATINUM for professional use. This expanded indication allows healthcare professionals to purchase the DexCom G4 PLATINUM system for use with multiple patients. Healthcare professionals can use the insights gained from a DexCom G4 PLATINUM professional session to adjust therapy and to educate and motivate patients to modify their behavior after viewing the effects that specific foods, exercise, stress, and medications have on their glucose levels. On January 23, 2015, we received approval from the FDA for the DexCom G4 PLATINUM with Share, which is designed for up to seven days of continuous use, and we began commercializing this product in the United States in the first quarter of 2015. The DexCom G4 PLATINUM with Share remote monitoring system uses a secure wireless connection between a patient's receiver and an app on the patient's iPhone
®
, iPod touch
®
, or iPad
®
mobile digital device to transmit glucose information to apps on the mobile devices of up to five designated recipients, or "followers," who can remotely monitor a patient's glucose information and receive alert notifications anywhere they have an Internet or cellular connection. Unless the context requires otherwise, the term "G4 PLATINUM" shall refer to the DexCom G4 and DexCom G4 PLATINUM systems (and all associated indications of use for such systems including without limitation, associated DexCom Share System functionalities) that are commercialized by us in and outside of the United States.
3
As compared to the SEVEN PLUS, the G4 PLATINUM offers:
|
•
|
an improved sensor wire design that allows more scalable manufacturing,
|
|
•
|
a smaller, sleeker receiver that is capable of displaying data in color,
|
|
•
|
a new transmitter design that offers improved communication range with the receiver which allows for improved data capture,
|
|
•
|
additional user interface and algorithm enhancements that are intended to make the user experience more customizable and to make its glucose monitoring function more accurate especially in the hypoglycemic range,
|
the ability to market and sell to an expanded customer population due to the approval by the
FDA
of, and our obtaining a
CE Mark
for, a
Pediatric Indication
.
|
•
|
DexCom Share
remote monitoring capabilities.
|
DexCom SHARE
TM
On October 17, 2014, we received approval from the
FDA
for the DexCom SHARE remote monitoring system. DexCom SHARE enables users of our G4 PLATINUM System to have their sensor glucose information remotely monitored by their family or friends. To use DexCom SHARE, the G4 PLATINUM user docks their G4 PLATINUM Receiver in the DexCom SHARE Cradle and their sensor glucose information is wirelessly transmitted to, and viewed by, such patient’s friends or family through the DexCom SHARE mobile application. DexCom SHARE provides secondary notifications to individuals designated by a G4 PLATINUM System user and does not replace real time continuous glucose monitoring or standard home blood glucose monitoring.
On January 23, 2015, the
FDA
approved a version of the G4 PLATINUM Receiver that includes the DexCom Share System. The G4 PLATINUM Receiver with Share remote monitoring system uses a secure wireless connection via Bluetooth Low Energy between a patient's receiver and a mobile application on the patient's iPhone, iPod touch, or iPad mobile digital device to transmit glucose information to mobile applications on the mobile devices of up to five designated recipients, or "followers," without the need to use the DexCom SHARE Cradle component. The mobile applications that comprise the DexCom Share System were classified by the FDA as Class II, exempt, due to the fact that these mobile applications were secondary displays of the associated G4 PLATINUM Receiver. With the mobile applications classified as Class II, exempt, DexCom must comply with certain general and special controls required by the FDA but does not need prior FDA approval to commercialize changes to the DexCom Share System. We began commercialization of the G4 PLATINUM with Share in the first quarter of 2015 and discontinued the DexCom SHARE Cradle. Effective April 24, 2015, our DexCom Share System also supports the Apple Watch
TM
, allowing the Apple Watch
to utilize DexCom Share System functionality. Effective June 2, 2015, the mobile application for the Share System followers became available for Android devices.
DexCom G5 Mobile
On August 19, 2015, we received approval from the
FDA
for the DexCom G5 Mobile Continuous Glucose Monitoring System (the "G5 Mobile"). The G5 Mobile is designed to allow our transmitter to run the algorithm that has historically operated on the receiver, and to communicate directly to a patient's iPhone, iPod touch, or iPad mobile digital device to utilize DexCom Share System functionality. The G5 Mobile transmitter has a labeled useful life of three months.
We previously received CE Mark approval for, and in September, 2015, we launched the G5 Mobile in certain countries in Europe. In the countries and regions outside of the United States that recognize the CE Mark, the G5 Mobile does not require confirmatory finger sticks when making treatment decisions, although a minimum of two finger sticks a day remain necessary for calibration of the G5 Mobile.
Data from the G5 Mobile can be integrated with DexCom CLARITY
TM
, our next generation cloud-based reporting software, for personalized, easy-to-understand analysis of trends that may improve diabetes management.
Except with respect to the foregoing, the G5 Mobile is equivalent to the G4 PLATINUM System in technical and regulatory respects.
4
In-Hospital Product Line: GlucoClear
®
To address the in-hospital critical care patient population, on November 10, 2008 we entered into a “Manufacturing and Supply Agreement,” a “Quality Agreement,” and a “Collaboration Agreement,” with
Edwards Lifesciences LLC (“Edwards”)
to develop jointly and market a specific glucose monitoring product platform for the in-hospital critical care market. On October 30, 2009, the first generation blood-based in-vivo automated glucose monitoring system, which was branded the GlucoClear, received
CE Mark
approval for use by healthcare providers in the hospital. In January 2013,
Edwards
received
CE Mark
approval for the second generation system. In 2014,
Edwards
announced that it was likely to cease the commercialization of the GlucoClear system. On September 3, 2015, we and
Edwards
entered into a Restatement of License, Termination of Collaboration & Release Agreement (the “Restated Agreement”), terminating each of the “Manufacturing and Supply Agreement” and “Quality Agreement,” and amending in part the “Collaboration Agreement.” Pursuant to the Restated Agreement, DexCom and Edwards agreed to a mutual release of claims, including any activities related to further development obligations or milestone payments. In addition, the Restated Agreement provides Edwards with a fully paid-up, royalty-free license to use certain of DexCom’s intellectual property solely in the field of blood-based glucose monitoring within the hospital environment. Under the Restated Agreement, DexCom reserves the right to market and sell its interstitial continuous glucose monitoring technology in all settings, including within the hospital market. No payments are required by either party in connection with the Restated Agreement.
SweetSpot
Through our acquisition of SweetSpot in 2012, we have a software platform that enables our customers to aggregate and analyze data from certain diabetes devices and to share it with their healthcare providers. In November 2011, SweetSpot received 510(k) clearance from the
FDA
to market to clinics its initial cloud-based data management service, which helps healthcare providers and patients see, understand and use blood glucose meter data to diagnose and manage diabetes. SweetSpot has also developed a data transfer service that is registered with the
FDA
as a
Medical Device Data System
. This data transfer service allows researchers to control the transfer of data from certain diabetes devices to research tools and databases according to their own research workflows. SweetSpot’s software provides an advanced cloud-based platform for uploading, processing and delivering health data and transforms raw output from certain medical devices into useful information for healthcare providers, individuals and researchers.
Sensor Augmented Insulin Pumps
We are leveraging our technology platform to enhance the capabilities of our current products and to develop additional continuous glucose monitoring products. In 2008 and 2015, we entered into development agreements with
Animas Corporation (“Animas”)
, a subsidiary of Johnson & Johnson, and in 2012 and 2015 we entered into development agreements with
Tandem Diabetes Care, Inc. (“Tandem”)
. The purpose of each of these development relationships is to integrate our technology into the insulin pump product offerings of the respective partner, enabling the partner's insulin pump to receive glucose readings from our transmitter and display this information on the pump's screen. The
Animas
insulin pump product augmented with our sensor technology has been branded the Vibe®, and received
CE Mark
approval in May 2011, which allows
Animas
to market the Vibe in the countries that recognize
CE Mark
approvals. In December 2014,
Animas
received
FDA
approval for the VIBE system in the United States and began commercializing this product in 2015. In July 2014,
Tandem
filed their submission for
FDA
approval of their CGM-enabled insulin pump in the United States. In September 2015
Tandem
announced it had received
FDA
approval of its t:slim G4™ Insulin Pump, a touch-screen pump that is integrated with our G4 PLATINUM system and is indicated for use by people 12 years of age or older who use insulin. Tandem began commercializing this product in September 2015.
Future Products
We plan to develop future generations of technologies focused on improved performance and convenience and that will enable intelligent insulin administration. Over the longer term, we plan to develop networked platforms with open architecture, connectivity and transmitters capable of communicating with other devices and software systems. Our product development timelines are highly dependent on our ability to achieve clinical endpoints and regulatory and legal requirements and to overcome technology challenges, and our product development timelines may be delayed due to extended regulatory approval timelines, scheduling issues with patients and investigators, requests from institutional review boards, sensor performance and manufacturing supply constraints, among other factors. In addition, support of these clinical trials requires significant resources from employees involved in the production of our products, including research and development, manufacturing, quality assurance, and clinical and regulatory personnel. Even if our development and clinical trial efforts are successful, the
FDA
may not approve our products, and even if approved, we may not achieve acceptance in the marketplace by physicians and people with diabetes.
5
On August 10, 2015, we entered into a Collaboration and License Agreement (the “Verily Collaboration Agreement”) with Google Life Sciences LLC, now named Verily Life Sciences (“Verily”). Pursuant to the Verily Collaboration Agreement, we and Verily have agreed to jointly develop a series of next-generation continuous glucose monitoring products. The Verily Collaboration Agreement provides us with an exclusive license to use certain intellectual property of Verily related to the development, manufacture and commercialization of the products contemplated under the Verily Collaboration Agreement. The Verily Collaboration Agreement provides for the establishment of a joint steering committee, joint development committee and joint commercialization committee to oversee and coordinate the parties’ activities under the collaboration. We and Verily have agreed to make committee decisions by consensus.
Background
From inception to 2006, we devoted substantially all of our resources to start-up activities, raising capital and research and development, including product design, testing, manufacturing and clinical trials. Since 2006, we have devoted considerable resources to the commercialization of our ambulatory continuous glucose monitoring systems, including the G4 PLATINUM and G5 Mobile, as well as the continued research and clinical development of our technology platform.
The
International Diabetes Federation (“IDF”)
estimates that in 2015, 415 million people around the world had diabetes, and the
Centers for Disease Control (“CDC”)
estimates that in 2012, diabetes affected 29.1 million people in the United States, of which 8.1 million were undiagnosed.
IDF
estimates that by 2040, the worldwide incidence of people suffering from diabetes will reach 642 million. According to the
CDC
's National Vital Statistics Reports for 2010, diabetes was the seventh leading cause of death by disease in the United States. According to the Congressional Diabetes Caucus, diabetes is the leading cause of kidney failure, adult-onset blindness, lower-limb amputations, and significant cause of heart disease and stroke, high blood pressure and nerve damage. According to the
IDF
, there were an estimated 5 million deaths attributable to diabetes globally in 2015 between the ages of 20 and 79 years. The
American Diabetes Association (“ADA”)
Fast Facts, revised in July 2014, states that diabetes is the primary cause of death for more than 69,000 Americans each year, and contributes to the death of more than 234,000 Americans annually. According to an article published in
The New England Journal of Medicine
in November 2014, excess mortality for people with diabetes with ages of less than 30 years is largely explained by acute complications of diabetes.
According to the
CDC
2011 National Diabetes Fact Sheet, in the United States, another individual is diagnosed with diabetes every 17 seconds. As reported by the Congressional Diabetes Caucus website, 1.9 million people will be diagnosed with diabetes this year, approximately 5,082 people per day. In 2012 alone there were about 1.7 million people 20 years or older diagnosed. In addition to those newly diagnosed, the Congressional Diabetes Caucus website reports that every 24 hours there are: 238 amputations in people with diabetes, 120 people who enter end-stage kidney disease programs, and 48 people who go blind.
According to the
ADA
, one in every five healthcare dollars was spent on treating diabetes in 2012, and the direct medical costs and indirect expenditures attributable to diabetes in the United States were an estimated $245 billion, an increase of $71 billion, or approximately 41%, since 2007. Of the $245 billion in overall expenses, the
ADA
estimated that approximately $176 billion were direct costs associated with diabetes care, chronic complications and excess general medical costs, and $69 billion were indirect medical costs. The
ADA
also found that average medical expenditures among people with diagnosed diabetes were 2.3 times higher than for people without diabetes in 2012. According to the
IDF
, expenditures attributable to diabetes were an estimated $673 to $1,197 billion globally in 2015. The
IDF
estimates that expenditures attributable to diabetes will grow to a range of $802 to $1,452 billion globally by 2040.
We believe continuous glucose monitoring has the potential to enable more people with diabetes to achieve and sustain tight glycemic control. The
Diabetes Control and Complications Trial
demonstrated that improving blood glucose control lowers the risk of developing diabetes-related complications by up to 50%. The study also demonstrated that people with Type 1 diabetes achieved sustained benefits with intensive management. Yet, according to an article published in the
Journal of the American Medical Association
in 2004, less than 50% of diabetes patients were meeting
ADA
standards for glucose control (A1c), and only 37% of people with diabetes were achieving their glycemic targets. According to an article published in
The New England Journal of Medicine
in November 2014, in two national registries, only 13% to 15% of people with diabetes met treatment guidelines for good glycemic control, and more than 20% had very poor glycemic control. The
CDC
estimated that as of 2006, 63.4% of all adults with diabetes were monitoring their blood glucose levels on a daily basis, and that 86.7% of insulin-requiring patients with diabetes monitored daily.
Various clinical studies also demonstrate the benefits of continuous glucose monitoring and that continuous glucose monitoring is equally effective in patients who administer insulin through multiple daily injections or through use of continuous subcutaneous insulin infusion pumps. Results of a
Juvenile Diabetes Research Foundation (“JDRF”)
study published in the
New England Journal of Medicine
in 2008, and the extension phase of the study, published in
Diabetes Care
in 2009, demonstrated that continuous glucose monitoring improved A1c levels and reduced incidence of hypoglycemia for patients over the age of 25 and for all patients of all ages who utilized continuous glucose monitoring regularly.
6
Our initial target market in the United States consists of the estimated 30% of people with Type 1 diabetes who utilize insulin pump therapy and the estimated 50% of people with Type 1 diabetes who utilize multiple daily insulin injections. Our broader target market in the United States consists of our initial target market plus an estimated 20% of people with Type 1 diabetes using conventional insulin therapy and the estimated 27% of people with Type 2 diabetes who require insulin. Although our initial focus was within the United States, we have expanded our operations to include Canada, Australia, New Zealand, and portions of Europe, Asia, the Middle East, Latin America and Africa.
Commercial Operations
We have built a direct sales organization in the United States to call on endocrinologists, physicians and diabetes educators who can educate and influence patient adoption of continuous glucose monitoring. The approval by the
FDA
of a
Pediatric Indication
for our G4 PLATINUM system in February 2014 and the approval of a Pediatric Indication associated with our G5 Mobile System in August 2015, allows our sales organization to call on pediatric endocrinologists and pediatricians who can educate and influence adoption of continuous glucose monitoring by parents who have children aged two years or older with diabetes. We believe that focusing efforts on these participants is important given the instrumental role they each play in the decision-making process for diabetes therapy. To complement our direct sales efforts, we have entered into United States and international distribution arrangements that allow distributors to sell our products. We believe our direct, highly specialized and focused sales organization and our domestic and international distribution agreements are sufficient for us to support our sales efforts for at least the next twelve months.
Product revenues are generated from the sale of durable continuous glucose monitoring systems (receivers and transmitters) and disposable sensors through a direct sales force in the United States as well as through distribution arrangements in the United States, Canada, Australia, New Zealand, and in portions of Europe, Asia, Latin America, the Middle East and Africa. The sensor is inserted by the user and is intended to be used continuously for up to seven days, after which it may be replaced with a new disposable sensor. Our transmitter is reusable until it reaches the end of its battery life. Our receiver is reusable. As we establish an installed base of customers using our products, we expect to generate an increasing portion of our revenues through recurring sales of our disposable sensors.
Market Opportunity
Diabetes
Diabetes is a chronic, life-threatening disease for which there is no known cure. The disease is caused by the body’s inability to produce or effectively utilize the hormone insulin. This inability prevents the body from adequately regulating blood glucose levels. Glucose, the primary source of energy for cells, must be maintained at certain concentrations in the blood in order to permit optimal cell function and health. Normally, the pancreas provides control of blood glucose levels by secreting the hormone insulin to decrease blood glucose levels when concentrations are too high. In people with diabetes, the body does not produce sufficient levels of insulin, or fails to utilize insulin effectively, causing blood glucose levels to rise above normal. This condition is called hyperglycemia and often results in chronic long-term complications such as heart disease, limb amputations, loss of kidney function and blindness. When blood glucose levels are high, people with diabetes often administer insulin in an effort to decrease blood glucose levels. Unfortunately, insulin administration can drive blood glucose levels below the normal range, resulting in hypoglycemia. In cases of severe hypoglycemia, people with diabetes risk acute complications, such as loss of consciousness or death. Due to the drastic nature of acute complications associated with hypoglycemia, many people with diabetes are reluctant to reduce blood glucose levels. Consequently, these individuals often remain in a hyperglycemic state, increasing their odds of developing long-term chronic complications.
Diabetes is typically classified into two major groups: Type 1 and Type 2. According to the
ADA
and
JDRF
, respectively, as of 2012 there were an estimated 1.3 million people with Type 1 diabetes in the United States. Type 1 diabetes is an autoimmune disorder that usually develops during childhood and is characterized by an absence of insulin, resulting from destruction of the insulin producing cells of the pancreas. Individuals with Type 1 diabetes must rely on frequent insulin injections in order to regulate and maintain blood glucose levels. According to the ADA, in 2012 there were approximately 29.1 million people with diabetes in the United States, of which approximately 27.8 million people have Type 2 diabetes. Type 2 diabetes is a metabolic disorder which results when the body is unable to produce sufficient amounts of insulin or becomes insulin resistant. Depending on the severity of Type 2 diabetes, individuals may require diet and nutrition management, exercise, oral medications or insulin injections to regulate blood glucose levels. We estimate that approximately 4.7 million Type 2 patients must use insulin to manage their diabetes.
7
There are various subgroups of people with diabetes, including in-hospital patients, who present significant management challenges. According to the
ADA
, diabetes related hospitalizations totaled 43.1 million days in 2012, an increase of 18.8 million days from 2007. Additionally, studies show that many hospital patients without diabetes suffer episodes of hyperglycemia. According to a
Diabetes Care
article, as of 1998, as many as 1.5 million hospitalized patients had significant hyperglycemia without a history of diabetes. A November 2001 article in the
New England Journal of Medicine
summarized a study of over 1,500 hospitalized patients, of which only 13% had diabetes, which concluded that intensive insulin therapy to maintain blood glucose levels within a target range reduced mortality among critically ill patients in the surgical intensive care unit and improved patient outcomes. According to the CDC, as of 2009 there were 5.5 million hospital discharges with diabetes as a listed diagnosis and 688,000 hospital discharges with diabetes listed as the primary diagnosis. More than 40% of all health care expenditures attributed to diabetes come from higher rates of hospital admission and longer average lengths of stay per admission, constituting the single largest contributor to the medical cost of diabetes. Of the projected $475 billion in national expenditures for hospital inpatient care, approximately $124 billion is incurred by people who have diabetes, of which $76 billion is directly attributed to their diabetes.
According to
JDRF
, 40,000 people are diagnosed with Type 1 diabetes each year in the United States and between the years 2001-2009 there was a 21% increase in the prevalence of Type 1 diabetes in people under the age of 20. In addition, according to the National Diabetes Statistics Report in 2009 there were an estimated 18,436 people younger than the age of 20 years old diagnosed with Type 1 diabetes in the United States. Type 2 diabetes is occurring with increasing frequency in young people, with the increase in prevalence related to an increase in obesity amongst children. According to the
CDC
, as of 2012, approximately 17% of children and adolescents aged 2-19 years, or 12.7 million children, in the United States were obese. Childhood obesity has more than doubled in children and quadrupled in adolescents in the past 30 years.
Importance of Glucose Monitoring
Blood glucose levels can be affected by many factors, including the carbohydrate and fat content of meals, exercise, stress, illness or impending illness, hormonal releases, variability in insulin absorption and changes in the effects of insulin in the body. Given the many factors that affect blood glucose levels, maintaining glucose within a normal range is difficult, resulting in frequent and unpredictable excursions above or below normal blood glucose levels. People with diabetes manage their blood glucose levels by administering insulin or ingesting carbohydrates throughout the day in order to maintain blood glucose within normal ranges. People with diabetes frequently overcorrect and fluctuate between hyperglycemic and hypoglycemic states, often multiple times during the same day. As a result, many people with diabetes are routinely outside the normal blood glucose range. People with diabetes are often unaware that their glucose levels are either too high or too low, and their inability to completely control blood glucose levels and the associated serious complications can be frustrating and, at times, overwhelming.
In an attempt to maintain blood glucose levels within the normal range, people with diabetes must first measure their blood glucose levels. Often after measuring their blood glucose levels, people with diabetes make therapeutic adjustments. As adjustments are made, additional blood glucose measurements may be necessary to gauge the individual’s response to the adjustments. More frequent testing of blood glucose levels provides people with diabetes with information that can be used to better understand and manage their diabetes. The
ADA
recommends that most people with Type 1 diabetes test their blood glucose levels at least three or more times per day, and that significantly more frequent testing may be required to reach A1c targets safely without hypoglycemia.
Clinical outcomes data support the notion that an important component of effective diabetes management is frequent monitoring of blood glucose levels. The landmark 1993
DCCT
consisting of patients with Type 1 diabetes, and the 1998 UK Prospective Diabetes Study, consisting of patients with Type 2 diabetes, demonstrated that people with diabetes who intensely managed blood glucose levels delayed the onset and slowed the progression of diabetes-related complications. In the
DCCT
, a major component of intensive management was monitoring blood glucose levels at least four times per day using conventional single-point blood glucose meters. The
DCCT
demonstrated that intensive management reduced the risk of complications by 76% for eye disease, 60% for nerve disease and 50% for kidney disease. However, the
DCCT
also found that intensive management led to a three-fold increase in the frequency of hypoglycemic events. In the December 2005 edition of the
New England Journal of Medicine
, the authors of a peer-reviewed study concluded that intensive diabetes therapy has long-term beneficial effects on the risk of cardiovascular disease in patients with Type 1 diabetes. The study showed that intensive diabetes therapy reduced the risk of cardiovascular disease by 42% and the risk of non-fatal heart attack, stroke or death from cardiovascular disease by 57%.
8
Limitations of Existing Glucose Monitoring Products
Single-point finger stick devices are the most prevalent devices for glucose monitoring. These devices require taking a blood sample with a finger stick, placing a drop of blood on a test strip and inserting the strip into a glucose meter that yields a single point in time blood glucose measurement. We believe that these devices suffer from several limitations, including:
|
•
|
Limited Information.
Even if people with diabetes test several times each day, each measurement represents a single blood glucose value at a single point in time. Given the many factors that can affect blood glucose levels, excursions above and below the normal range often occur between these discrete measurement points in time. Because people with diabetes only have single-point data, they do not gain sufficient information to indicate the direction or rate of change in their blood glucose levels. Without the ability to determine whether their blood glucose level is rising, falling or holding constant, and the rate at which their blood glucose level is changing, the individual’s ability to effectively manage and maintain blood glucose levels within normal ranges is severely limited. Further, people with diabetes cannot test themselves during sleep, when the risk of hypoglycemia is significantly increased. In addition, existing technology generally limits individuals’ ability to store their glucose data in servers or systems independent of the blood glucose meter.
|
The following graph shows the limited information provided by four single-point measurements during a single day using a traditional single-point finger stick device, compared to the data provided by our continuous sensor. The data presented in the graph is from a clinical trial we completed in 2003 with a continuous glucose monitoring system, where the patient was blinded to the continuous glucose data. The continuous data indicates that, even with four finger sticks in one day, the patient’s blood glucose levels were above the target range of 80-140 milligrams per deciliter (“mg/dl”) for a period of 13.5 hours.
Single Day Continuous Data
|
•
|
Inconvenience.
The process of measuring blood glucose levels with single-point finger stick devices can cause significant disruption in the daily activities of people with diabetes and their families. People with diabetes using single-point finger stick devices must stop whatever they are doing several times per day, self-inflict a painful prick and draw blood to measure blood glucose levels. To do so, people with diabetes must always carry a fully supplied kit that may include a spring-loaded needle, or lancet, disposable test strips, cleansing wipes, and the meter, and then safely dispose of the used supplies. This process is inconvenient and may cause uneasiness in social situations.
|
9
|
•
|
Difficulty of Use.
To obtain a sample with single-point finger stick devices, people with diabetes generally prick one of their fingertips or, occasionally, a forearm with a lancet. They then squeeze the area to produce the blood sample and another prick may be required if a sufficient volume of blood is not obtained the first time. The blood sample is then placed on a disposable test strip that is inserted into a blood glucose meter. This task can be difficult for individuals with decreased tactile sensation and visual acuity, which are common complications of diabetes.
|
|
•
|
Pain.
Although the fingertips are rich in blood flow and provide a good site to obtain a blood sample, they are also densely populated with highly sensitive nerve endings. This makes the lancing and subsequent manipulation of the finger to draw blood painful. The pain and discomfort are compounded by the fact that fingers offer limited surface area, so tests are often performed on areas that are sore from prior tests. People with diabetes may also suffer pain when the finger prick site is disturbed during regular activities.
|
We believe a market opportunity exists for a glucose monitoring system that provides continuous glucose information, including trends, and that is convenient and easy to use. Several companies have attempted to address the limitations of single-point finger stick devices by developing continuous glucose monitoring systems.
The DexCom Solution
Our G4 PLATINUM and G5 Mobile systems offer the following advantages to people with diabetes:
|
•
|
Improved Outcomes.
Data published in a peer-reviewed article based on our approval support trial for our first system demonstrated that patients using the system showed statistically significant improvements in maintaining their glucose levels within the target range when compared to patients relying solely on single-point finger stick measurements. Additional peer-review published data has demonstrated that patients with access to seven days of continuous glucose data statistically improved glucose control by further increasing their time spent with glucose levels in the target range, thereby reducing time spent in both hyperglycemic and hypoglycemic ranges. Peer-review published data from our repeated use trial demonstrated a statistically significant reduction in hemoglobin A1c levels, a measure of the average amount of glucose in the blood over the prior three months, in patients using our system compared to patients relying solely on single-point finger stick measurements. Finally, results of a major multicenter clinical trial funded by the
JDRF
demonstrated that patients with Type 1 diabetes who used continuous glucose monitoring devices to help manage their disease experienced significant improvements in glucose control.
|
|
•
|
Access to Real-Time Values, Trend Information and Alerts.
At the push of a button, people with diabetes can view their current glucose value, along with a graphical display of one-, three-, six-, twelve- or twenty-four-hour trend information on our receiver. Without continuous monitoring, the individual is often unaware if his or her glucose is rising, declining or remaining constant. Access to continuous real-time glucose measurements provides people with diabetes information that may aid in attaining better glucose control. Additionally, our G4 PLATINUM and G5 Mobile systems alert people with diabetes when their glucose levels approach inappropriately high or low levels so that they may intervene.
|
|
•
|
Intuitive User Interface.
We have developed a user interface that we believe is intuitive and easy to use. The G4 PLATINUM and G5 Mobile receiver’s compact designs includes user-friendly buttons, an easy-to-read color display, simple navigation tools, audible alerts and graphical display of trend information.
|
|
•
|
Convenience and Comfort.
Our G4 PLATINUM and G5 Mobile systems provide people with diabetes with the benefits of continuous monitoring, without having to perform finger stick tests for every measurement. Additionally, the disposable sensor electrode that is inserted under the skin is a very thin wire, minimizing potential discomfort associated with inserting or wearing the disposable sensor. The external portion of the sensor, including the transmitter, is small, has a low profile and is designed to be easily worn under clothing. The wireless receiver is the size of a small digital music player and can be carried discreetly in a pocket or purse. We believe that convenience is an important factor in achieving widespread adoption of a continuous glucose monitoring system.
|
|
•
|
Connectivity to Others.
Our Share remote monitoring systems enable users of our G4 PLATINUM and G5 Mobile systems to have their sensor glucose information remotely monitored by their family or friends by wirelessly transmitting data through an app on the patient’s smart phone. Up to five designated recipients, or “followers,” can remotely monitor a patient’s glucose information and receive secondary alert notifications from almost anywhere via each follower's smart phone.
|
10
While we believe the G4 PLATINUM and G5 Mobile systems offer these advantages, people with diabetes may not perceive the benefits of continuous glucose monitoring and may be unwilling to change their current treatment regimens. Furthermore, we do not expect that our G4 PLATINUM or G5 Mobile systems will appeal to all types of people with diabetes. The G4 PLATINUM and G5 Mobile systems prompts a person with diabetes to insert a disposable sensor electrode under their skin at least every seven days, although we are aware of reports from the field that some individuals have been able to use sensors for periods longer than seven days. People with diabetes could find this process to be uncomfortable or inconvenient, and may be unwilling to insert a disposable sensor in their body, especially if their current diabetes management involves no more than two finger sticks per day. Additionally, the G4 PLATINUM and G5 Mobile systems (and our predecessor products) are not approved as a replacement device for single-point finger stick devices in the United States, must be calibrated initially using measurements from two single-point finger stick tests, and thereafter at least every 12 hours using single-point finger stick tests, and may be more costly to use.
Our Strategy
Our objective is to become the leading provider of continuous glucose monitoring systems and related products to enable people with diabetes to more effectively and conveniently manage their disease. We also developed and commercialized with
Animas
and
Tandem
products that integrate our continuous glucose monitoring technologies into the insulin pump delivery systems of the respective partners. In addition, we continue to pursue other development partnerships with additional insulin pump companies and other insulin delivery systems. To achieve these objectives, we are pursuing the following business strategies:
|
•
|
Establish our technology platform as the leading approach to continuous glucose monitoring and leverage our development expertise to rapidly bring products to market.
We have developed proprietary core technology and expertise that provides a broad platform for the development of innovative products for continuous glucose monitoring. In addition to our early products, in October 2012, we received approval from the
FDA
for our fourth generation system, the DexCom G4 PLATINUM, and we began commercializing this product in the U.S. in the fourth quarter of 2012. In January 2015, we received approval from the FDA for the DexCom G4 PLATINUM with Share, and we began commercializing this product in the United States in the first quarter of 2015. In August 2015, we received approval from the
FDA
for the G5 Mobile, and we began commercializing this product in the United States and in certain countries in Europe in the third quarter of 2015. We plan to continue to invest in the development of our technology platform and to obtain additional
FDA
approvals for our continuous glucose monitoring systems for both the ambulatory and in-hospital markets as well as for insulin pump delivery systems and closed loop artificial insulin deliver systems that are integrated with our sensors. We expect to continue to provide performance improvements, expanded indications and introduce new products to establish and maintain a leadership position in the market. In the future, we may develop our technology to support applications beyond glucose sensing.
|
|
•
|
Drive the adoption of our ambulatory products through a direct sales and marketing effort.
We have a small direct field sales force to call on endocrinologists, physicians and diabetes educators who can educate and influence patient adoption of continuous glucose monitoring. In addition, the
FDA
’s approval of a
Pediatric Indication
for the G4 PLATINUM and G5 Mobile systems allow our direct field sales force to call on pediatric endocrinologists and pediatricians who can educate and influence parents to adopt continuous glucose monitoring for their children aged two years or older with diabetes. We believe that focusing efforts on these participants is important given the instrumental role they each play in the decision-making process for diabetes therapy. To complement our sales efforts, we have entered into distribution arrangements that allow distributors to sell our G4 PLATINUM and G5 Mobile systems. We currently sell our G4 PLATINUM and G5 Mobile systems only in the United States, Canada, Australia, New Zealand and in portions of Europe, Asia, Latin America, the Middle East and Africa, but plan to expand our sales elsewhere in the future.
|
|
•
|
Drive additional adoption through technology integration partnerships.
We have development agreements with Animas and
Tandem
that have and will develop products that integrate our ambulatory product technology into their pumps, enabling the partner’s insulin pump to receive glucose readings from our transmitter and display this information on the pump’s screen. We believe people with diabetes who have adopted continuous subcutaneous insulin infusion are individuals who more aggressively manage their diabetes and may be more inclined to utilize our continuous glucose monitoring systems.
|
11
|
•
|
Seek broad coverage policies and reimbursement for our products.
Our approved products are not reimbursed by virtue of a national coverage decision by Medicare. As of
February 23, 2016
, the seven largest private third-party payors, in terms of the number of covered lives, have issued coverage policies for the category of continuous glucose monitoring devices. Many of these coverage policies, however, are restrictive in nature and require the policy holder to comply with extensive documentation and other requirements to demonstrate medical necessity under the policy. We have negotiated contracted rates with all seven of those third-party payors for the purchase of our products by their members. We currently employ in-house reimbursement expertise to assist people with diabetes in obtaining reimbursement from private third-party healthcare payors. We also maintain a field-based reimbursement team charged with calling on third-party private payors to obtain coverage decisions and both durable medical equipment contracts and pharmacy benefit contracts.
|
|
•
|
Drive increased utilization and adoption of our products through a cloud-based data repository platform.
We are developing a software platform that enables people with diabetes to aggregate and analyze data from numerous diabetes devices and share the data with their healthcare providers. We believe that by producing reports detailing metrics such as the individual’s glycemic variability that may be shared with physicians and caregivers will lead to better health outcomes, and we expect that as more people with diabetes adopt our system, that utilization of our sensors will increase. The initial step to this platform was the launch, in September 2015, of CLARITY
TM
, our cloud-based reporting software for personalized, easy-to-understand analysis of trends that may improve diabetes management for users of our G5 Mobile systems.
|
|
•
|
Expand the use of our products to other patient care settings and patient demographics.
The
FDA
has approved Pediatric Indications for the G4 PLATINUM and G5 Mobile systems, enabling us to market and sell that system in the United States to persons two years old and older who have diabetes. We believe our sensor technology may also be beneficial to women who develop gestational diabetes during their pregnancy and we intend to seek approval for a pregnancy indication in the future. We believe there is an unmet medical need for continuous glucose monitoring in the hospital setting. According to the
ADA
, diabetes related hospitalizations totaled 43.1 million days in 2012, an increase of 18.8 million days from 2007. In addition, studies show that many hospital patients without diabetes suffer episodes of hyperglycemia. As of 1998, as many as 1.5 million hospitalized patients in the United States had significant hyperglycemia without a history of diabetes. A study of over 1,500 hospitalized patients, of which only 13% had a history of diabetes, concluded that intensive insulin therapy to maintain blood glucose levels reduced mortality among critically ill patients in the surgical intensive care unit and improved patient outcomes. To address this patient population, we entered into an exclusive agreement with
Edwards
to develop jointly and market a specific product platform for the in-hospital critical care glucose monitoring market. This collaboration was substantially modified in 2015, as discussed later in this report.
|
|
•
|
Provide a high level of customer support, service and education.
We support our sales and marketing efforts with a customer service program that includes customer training and support. We provide direct technical support by telephone 24 hours a day in the United States and Canada to customers, endocrinologists, physicians and diabetes educators to promote safe and successful use of our products.
|
|
•
|
Pursue the highest safety and quality levels for our products.
We have established an organization that is highly focused on product quality and customer safety. We have developed in-house engineering, quality assurance, clinical and regulatory expertise, and data analysis capabilities. Additionally, we seek to continue to establish credible and open relationships with regulatory bodies, physician opinion leaders and scientific experts. These capabilities and relationships will assist us in designing products that we believe will meet or exceed expectations for reliable, safe performance.
|
Our Technology Platform
The development of a continuous glucose monitor requires successful coordination and execution of a wide variety of technology disciplines, including biomaterials, membrane systems, electrochemistry, low power microelectronics, telemetry, software, algorithms, implant tools and sealed protective housings. We have developed in-house expertise in each of these disciplines. We believe we have a broad technology platform that will support the development of multiple products for glucose monitoring.
12
Sensor Technology
The key enabling technologies for our sensors include biomaterials, membrane systems, electrochemistry and low power microelectronics. Our membrane technology consists of multiple polymer layers configured to selectively allow the appropriate mix of glucose and oxygen to travel through the membrane and react with a glucose specific enzyme to create an extremely low level electrical signal, measured in pico-amperes. This electrical signal is then translated into glucose values. We believe that the capability to measure very low levels of an electrical signal and to accurately translate those measurements into glucose values is also a unique and distinguishing feature of our technology. We have also developed technology to allow sensitive electronics to be packaged in a small, fully contained, lightweight sealed unit that minimizes inconvenience and discomfort for the user.
Receiver and Transmitter Technology
Our ambulatory glucose monitoring systems use radiofrequency telemetry to wirelessly transmit information from the transmitter, which sits in a pod atop the sensor, to our receiver. We have developed the technology for reliable transmission and reception and have consistently demonstrated a high rate of successful transmissions from sensor to receiver in our clinical trials. Our receiver then processes and displays real-time and trended glucose values, and provides alerts. We have used our extensive database of continuous glucose data from our clinical trials to create software and algorithms for the display of data to customers.
Other Technology Applications
Additionally, we have gained our technology expertise by learning to design implants that can withstand the rigors of functioning within the human body for extended periods of time. In addition to the foreign body response, we have overcome other problems related to operating within the human body, such as device sealing, miniaturization, durability and sensor geometry. We believe that, over time, the expertise gained in overcoming these problems may support the development of additional products beyond glucose monitoring.
Products in Development
We are leveraging our technology platform to enhance the capabilities of our current products (including obtaining expanded indications of use) and to develop additional continuous glucose monitoring products. We plan to develop future generations of technologies focused on improved performance and convenience and that will enable intelligent insulin administration. Over the longer term, we plan to develop networked platforms with open architecture, connectivity and transmitters capable of communicating with other devices. We intend to seek a pregnancy indication for women who develop gestational diabetes during pregnancy in the future.
In 2012 and 2015, we entered into development agreements with
Tandem
. The purpose of this relationship is to integrate our technology into the insulin pump product offerings of
Tandem
, enabling their insulin pumps to receive glucose readings from our transmitter and display this information on the pump’s screen.
Continuous Glucose Monitoring Disposable Sensor & Reusable Transmitter
Our sensor includes a tiny wire-like electrode coated with our sensing membrane system. This disposable sensor comes packaged with an integrated insertion device and is contained in a small plastic housing platform, or pod. The base of the pod has adhesive that attaches it to the skin. The sensor is intended to be easily and reliably inserted by the user by exposing the adhesive, placing the pod against the surface of the skin of the abdomen and pushing down on the insertion device. The insertion device first extends a narrow gauge needle containing the sensor into the subcutaneous tissue and then retracts the needle, leaving behind the sensor in the tissue and the pod adhered to the skin. The user then disposes of the insertion device and snaps the reusable transmitter to the pod. After a stabilization period of a few hours, the user is required to calibrate the receiver with two measurements from a single-point finger stick device and the disposable sensor begins wirelessly transmitting the continuous glucose data at specific intervals to the handheld receiver. Users are prompted by the receiver to calibrate the system twice per day with finger stick measurements throughout the seven day usage period to ensure reliable operation, which calibration may be accomplished by using any
FDA
approved blood glucose meter. Currently, the G4 PLATINUM and G5 Mobile systems are indicated for use as adjunctive devices to complement, not replace, information obtained from standard home blood glucose monitoring devices, although in the future we may seek replacement claim labeling from the
FDA
for the use of future generation sensors as the sole basis for making therapeutic adjustments.
13
The disposable sensor contained in the G4 PLATINUM and G5 Mobile systems are intended to function for up to seven days after which it may be replaced. After seven days, the user simply removes the pod and attached sensor from the skin and discards them while retaining the reusable transmitter. A new sensor and pod can then be inserted and used with the same receiver and transmitter for a subsequent seven day period. We are aware of reports from the field, however, that customers have been able to use sensors for periods longer than seven days.
Handheld Receiver
Our small handheld receiver is carried by the user and wirelessly receives continuous glucose values from the sensor. Proprietary algorithms and software, developed from our extensive database of continuous glucose data from clinical trials, are programmed into the receiver to process the glucose data from the sensor and display it on a user-friendly graphical user interface. With a push of a button, the user can access their current glucose value and one-, three-, six-, twelve- and twenty-four-hour trended data. Additionally, when glucose values are inappropriately high or low, the receiver provides an audible alert or vibrates. The receiver is a self-contained, durable unit with a rechargeable battery.
Sales and Marketing
We have built a direct sales organization to call on endocrinologists, physicians and diabetes educators who can educate and influence patient adoption of continuous glucose monitoring. We believe that focusing efforts on these participants is important given the instrumental role they each play in the decision-making process for diabetes therapy. We employ approximately
107
direct sales personnel and continue to add to our sales and marketing organization as necessary to support the commercialization of our products. We believe that referrals by physicians and diabetes educators, together with self-referrals by customers, have driven and will continue to drive adoption of our G4 PLATINUM and G5 Mobile systems. We directly market our products in the United States primarily to endocrinologists, physicians and diabetes educators. The approval by the
FDA
of Pediatric Indications for our G4 PLATINUM and G5 Mobile systems also allows our direct sales personnel to call on pediatric endocrinologists and pediatricians who can educate and influence adoption of continuous glucose monitoring by parents who have children aged two years or older with diabetes. Although the number of diabetes patients is significant, the number of physicians and educators influencing these patients is relatively small. As of 2008, there were an estimated 4,000 clinical endocrinologists in the United States. As a result, we believe our direct, highly specialized and focused sales organization is sufficient for us to support our sales efforts for the foreseeable future.
We use a variety of marketing tools to drive adoption, ensure continued usage and establish brand loyalty for our continuous glucose monitoring systems by:
|
•
|
creating awareness of the benefits of continuous glucose monitoring and the advantages of our technology with endocrinologists, physicians, diabetes educators and people with diabetes;
|
|
•
|
providing strong and simple educational and training programs to healthcare providers and people with diabetes to ensure easy, safe and effective use of our systems; and
|
|
•
|
maintaining a readily accessible telephone and web-based technical and customer support infrastructure, which includes clinicians, diabetes educators and reimbursement specialists, to help referring physicians, diabetes educators and people with diabetes as necessary.
|
Our sales organization competes with the experienced and well-funded marketing and sales operations of our competitors. We have relatively limited experience developing and managing a direct sales organization and we may be unsuccessful in our attempt to manage and expand the sales force. Developing a direct sales organization is a difficult, expensive and time consuming process. To be successful we must:
|
•
|
recruit and retain adequate numbers of effective sales personnel;
|
|
•
|
effectively train our sales personnel in the benefits of our products;
|
|
•
|
establish and maintain successful sales, marketing, training and education programs that encourage endocrinologists, physicians and diabetes educators to recommend our products to their patients; and
|
|
•
|
manage geographically disbursed operations.
|
14
Competition
The market for blood glucose monitoring devices is intensely competitive, subject to rapid change and significantly affected by new product introductions. Four companies, Roche Diabetes Care, a division of Roche Diagnostics; LifeScan, Inc., a division of Johnson & Johnson; the Diabetes Care division of Abbott Laboratories; and Panasonic Healthcare Holdings’ Ascensia Diabetes Care (formerly Bayer Diabetes Care), currently account for substantially all of the worldwide sales of self-monitored glucose testing systems. These competitors’ products use a meter and disposable test strips to test blood obtained by pricking the finger or, in some cases, the forearm. In addition, other companies are developing or marketing implantable, minimally invasive, or non-invasive glucose testing devices and technologies that could compete with our devices. There are also a number of academic and other institutions involved in various phases of our industry’s technology development.
Several companies have attempted to address the limitations of single-point finger stick devices by developing continuous glucose monitoring systems. To date, in addition to DexCom, we are aware that two other companies,
Medtronic, Inc. ("Medtronic")
and
Abbott Diabetes Care, Inc. ("Abbott")
, have received approval from the
FDA
to market, and actively market, continuous glucose monitors.
Abbott
has discontinued selling its Freestyle Navigator glucose monitoring system in the United States; however,
Abbott
filed a clinical study for home use of the Navigator II system in the United States and in October 2012 they initiated a limited launch of the Navigator II system in Europe. We believe that
Abbott
is also conducting clinical studies on a new glucose monitoring platform and has commercialized this new system in Europe. Except for our SEVEN, SEVEN PLUS, G4 PLATINUM, and G5 Mobile systems, we believe that none of the products that have received
FDA
approval are labeled for more than six days of use. We also believe that none of the
FDA
approved products are labeled for use as a replacement for single-point finger stick devices.
A number of companies, including Roche, are developing next generation real-time continuous glucose monitoring or sensing devices and technologies as well as several other companies that are developing implantable, minimally invasive, or non-invasive continuous glucose monitoring products to measure the patient’s glucose level. The majority of the non-invasive technologies do not pierce the skin, but instead typically analyze signatures reflected back from energy that has been directed into the patient’s skin, tissue or bodily fluids.
Many of our competitors are either publicly traded or are divisions of publicly traded companies, and they enjoy several competitive advantages over us. See Risk Factors - “
We operate in a highly competitive market and face competition from large, well-established medical device manufacturers with significant resources, and, as a result, we may not be able to compete effectively.”
As a result, we may be unable to compete effectively against these companies or their products. We believe that the principal competitive factors in our market include:
|
•
|
safe, reliable and high quality performance of products;
|
|
•
|
cost of products and eligibility for reimbursement;
|
|
•
|
comfort and ease of use;
|
|
•
|
effective sales, marketing and distribution;
|
|
•
|
brand awareness and strong acceptance by healthcare professionals and people with diabetes;
|
|
•
|
customer service and support and comprehensive education for people with diabetes and diabetes care providers;
|
|
•
|
speed of product innovation and time to market;
|
|
•
|
regulatory expertise; and
|
|
•
|
technological leadership and superiority.
|
Manufacturing
We currently manufacture our products at our headquarters in San Diego, California. At
December 31, 2015
, these facilities had more than
8,000
square feet of laboratory space and approximately
18,000
square feet of controlled environment rooms. There are technical challenges to increasing manufacturing capacity, including
FDA
qualification of new manufacturing facilities, equipment design and automation, material procurement, problems with production yields, and quality control and assurance. We have focused significant effort on continual improvement programs in our manufacturing operations intended to improve quality, yields and throughput. We have made progress in manufacturing to enable us to supply adequate amounts of product to support our commercialization efforts, however we cannot guarantee that supply will not be constrained going forward. Additionally, the production of our continuous glucose monitoring systems must occur in a highly controlled and clean environment to minimize particles and other yield- and quality-limiting contaminants. Developing commercial-scale manufacturing facilities has and will continue to require the investment of substantial additional funds and the hiring and retaining of additional management, quality assurance, quality control and technical personnel who have the necessary
15
manufacturing experience. Manufacturing is subject to numerous risks and uncertainties described in detail in “Risk Factors” below.
We manufacture our G4 PLATINUM and G5 Mobile systems with certain components supplied by outside vendors and other components that we manufacture internally. Key components that we manufacture internally include our wire-based sensors for the G4 PLATINUM and G5 Mobile systems. The remaining components and assemblies are purchased from outside vendors. We then assemble, test, package and ship the finished G4 PLATINUM and G5 Mobile systems, which include a reusable transmitter, a receiver, disposable sensors and our mobile applications including functionality related to the DexCom Share System.
We purchase certain components and materials from single sources due to quality considerations, costs or constraints resulting from regulatory requirements. Currently, those single sources are OnCore Manufacturing Services, which manufactures and supplies circuit boards for our receiver and transmitter; ON Semiconductor Corp, which produces the application specific integrated circuits used in our transmitters; DSM PTG, Inc., which manufactures certain polymers used to synthesize our polymeric membranes for our sensors; and The Tech Group, which produces injection molded components. In some cases, agreements with these and other suppliers can be terminated by either party upon short notice. We may not be able to quickly establish additional or replacement suppliers for our single-source components, especially after our products are commercialized, in part because of the
FDA
approval process and because of the custom nature of the parts we designed. Any supply interruption from our vendors or failure to obtain alternate vendors for any of the components would limit our ability to manufacture our systems, and could have a material adverse effect on our business.
Third-Party Reimbursement
As a medical device company, reimbursement from Medicare and private third-party healthcare payors is an important element of our success. Although
the Centers for Medicare and Medicaid (“CMS”)
released 2008
Alpha-Numeric Healthcare Common Procedure Coding System (“HCPCS”)
codes applicable to each of the three components of our continuous glucose monitoring systems, to date, our approved products are not reimbursed by virtue of a national coverage decision by Medicare. It is not known when, if ever, Medicare will adopt a national coverage decision with respect to continuous glucose monitoring devices. Until any such coverage decision is adopted by Medicare, reimbursement of our products will generally be limited to those customers covered by third-party payors that have adopted coverage policies for continuous glucose monitoring devices that include our products. As of
February 23, 2016
, the seven largest private third-party payors, in terms of the number of covered lives, have issued coverage policies for the category of continuous glucose monitoring devices. In addition, we have negotiated contracted rates with all seven of those third-party payors for the purchase of our G4 PLATINUM and G5 Mobile systems by their members. Many of these coverage policies reimburse for our products under durable medical equipment benefits, are restrictive in nature and require the patient to comply with extensive documentation and other requirements to demonstrate medical necessity under the policy. In addition, customers who are insured by payors that do not offer coverage for our devices will have to bear the financial cost of the products. We currently employ in-house reimbursement expertise to assist customers in obtaining reimbursement from private third-party payors. We also maintain a field-based reimbursement team charged with calling on third-party private payors to obtain coverage decisions and contracts. We have had formal meetings and have increased our efforts to create and liberalize coverage policies with third-party payors, including obtaining reimbursement for our products under pharmacy benefits, and expect to continue to do so in fiscal 2016. However, unless government and other third-party payors provide adequate coverage and reimbursement for our products, people with diabetes may not use them on a widespread basis.
Medicare, Medicaid, health maintenance organizations and other third-party payors are increasingly attempting to contain healthcare costs by limiting both coverage and the level of reimbursement of new medical devices, and, as a result, their coverage policies may be restrictive, or they may not cover or provide adequate payment for our products. In order to obtain reimbursement arrangements, we may have to agree to a net sales price lower than the net sales price we might charge in other sales channels. Our revenue may be limited by the continuing efforts of government and third-party payors to contain or reduce the costs of healthcare through various increasingly sophisticated means, such as requiring prospective reimbursement and second opinions, purchasing in groups, or redesigning benefits. Furthermore, we are unable to predict what effect the current or any future healthcare reform will have on our business, or the effect these matters will have on our customers. Our dependence on the commercial success of the G4 PLATINUM and G5 Mobile systems makes us particularly susceptible to any cost containment or reduction efforts. Accordingly, unless government and other third-party payors provide adequate coverage and reimbursement for the G4 PLATINUM and G5 Mobile systems, people without coverage who have diabetes may not use our products.
In some foreign markets, pricing and profitability of medical devices are subject to government control. In the United States, we expect that there will continue to be federal and state proposals for similar controls. Also, the trends toward managed healthcare in the United States and proposed legislation intended to reduce the cost of government insurance programs could
16
significantly influence the purchase of healthcare services and products and may result in lower prices for our products or the exclusion of our products from reimbursement programs.
Intellectual Property
Protection of our intellectual property is a strategic priority for our business. We rely on a combination of patent, copyright and other intellectual property laws, trade secrets, nondisclosure agreements and other measures to protect our proprietary rights. As of February 2016, we had obtained 284 issued U.S. patents, and had 276 additional U.S. patent applications pending. We believe it will take up to five years, and possibly longer, for these pending U.S. patent applications to result in issued patents. As of February 2016, we have 15 international applications filed under the Patent Cooperation Treaty, 31 granted European patents, 49 European patent applications pending, 9 granted Japanese patents, 11 Japanese patent applications pending, 30 registered U.S. trademarks, 19 pending U.S. trademark applications, 12 registered European trademarks, 8 pending European trademark application, and 2 registered Japanese trademarks. We also have 19 registered trademarks and 20 pending applications in a number of countries in Asia, Latin America and the Middle East. In addition, we have Madrid Protocol Trademark registrations in 17 countries and 23 pending applications in each of a number of countries in Asia, Latin America, Europe and the Middle East. Our patents begin expiring in 2017.
Together, our patents and patent applications seek to protect aspects of our core membrane and sensor technologies, and our product concepts for continuous glucose monitoring. We believe that our patent position provides us with sufficient rights to protect our current and proposed commercial products. However, our patent applications may not result in issued patents, and any patents that have been issued or might be issued may not protect our intellectual property rights. Furthermore, our patents may not be upheld. Any patents issued to us may be challenged by third parties as being invalid or unenforceable, or third parties may independently develop similar or competing technology that avoids our patents. The steps we have taken may not prevent the misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. We also face risks associated with intellectual property infringement. See Risk Factors, “
We are subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from shipping affected products, require us to obtain licenses from third parties or to develop non-infringing alternatives, and subject us to substantial monetary damages and injunctive relief. We may also be subject to other claims or suits.”
and “
Our inability to adequately protect our intellectual property could allow our competitors and others to produce products based on our technology, which could substantially impair our ability to compete
.”
We also rely on trade secrets, technical know-how and continuing innovation to develop and maintain our competitive position. We seek to protect our proprietary information and other intellectual property by generally requiring our employees, consultants, contractors, outside scientific collaborators and other advisors to execute non-disclosure and assignment of invention agreements on commencement of their employment or engagement. Agreements with our employees also forbid them from bringing the proprietary rights of third parties to us. We also generally require confidentiality or material transfer agreements from third parties that receive our confidential data or materials. We cannot guaranty that employees and third parties will abide by the confidentiality or assignment terms of these agreements. Despite measures taken to protect our intellectual property, unauthorized parties might copy aspects of our products or obtain and use information that we regard as proprietary.
Government Regulation
Our products are medical devices subject to extensive and ongoing regulation by the
FDA
and regulatory bodies in other countries. The
Federal Food, Drug and Cosmetic Act (“FDCA”)
and the
FDA
’s implementing regulations govern product design and development, pre-clinical and clinical testing, pre-market clearance or approval, establishment registration and product listing, product manufacturing, product labeling, product storage, advertising and promotion, product sales, distribution, recalls and field actions, servicing and post-market clinical surveillance.
17
FDA
Regulation
Unless an exemption applies, each medical device we wish to commercially distribute in the United States will require either prior 510(k) clearance or prior approval from the
FDA
through the
premarket approval, or PMA
process. Our G4 PLATINUM and G5 Mobile systems are classified by the FDA as PMA medical devices. The FDA classifies medical devices into one of three classes. Devices requiring fewer controls because they are deemed to pose lower risk are placed in Class I or II. Class I devices are subject to general controls such as labeling, pre-market notification, and adherence to the FDA ’s Quality System Regulation (“QSR”) . Class II devices are subject to special controls such as performance standards, post-market surveillance, FDA guidelines, or particularized labeling, as well as general controls. Some Class I and Class II devices are exempted by regulation from the pre-market notification (i.e., 510(k) clearance) requirement, and/or the requirement of compliance with substantially all of FDA ’s manufacturing requirements, known as the QSR . As an example, the mobile applications that comprise the DexCom Share System were classified by the FDA as Class II, exempt, due to the fact that these mobile applications were secondary displays of the associated G4 PLATINUM or G5 Mobile Receiver. With the mobile applications classified as Class II exempt, DexCom must comply with certain general and special controls required by the FDA but does not need prior FDA approval to commercialize changes to the mobile applications. Some devices are placed in Class III, which requires approval of a PMA application, if they are deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or certain implantable devices, or to be “not substantially equivalent” either to a previously 510(k) cleared device or to a “preamendment” Class III device in commercial distribution before May 28, 1976 for which PMA applications have not been required.
process. Our G4 PLATINUM and G5 Mobile systems are classified by the FDA as PMA medical devices. The FDA classifies medical devices into one of three classes. Devices requiring fewer controls because they are deemed to pose lower risk are placed in Class I or II. Class I devices are subject to general controls such as labeling, pre-market notification, and adherence to the FDA ’s Quality System Regulation (“QSR”) . Class II devices are subject to special controls such as performance standards, post-market surveillance, FDA guidelines, or particularized labeling, as well as general controls. Some Class I and Class II devices are exempted by regulation from the pre-market notification (i.e., 510(k) clearance) requirement, and/or the requirement of compliance with substantially all of FDA ’s manufacturing requirements, known as the QSR . As an example, the mobile applications that comprise the DexCom Share System were classified by the FDA as Class II, exempt, due to the fact that these mobile applications were secondary displays of the associated G4 PLATINUM or G5 Mobile Receiver. With the mobile applications classified as Class II exempt, DexCom must comply with certain general and special controls required by the FDA but does not need prior FDA approval to commercialize changes to the mobile applications. Some devices are placed in Class III, which requires approval of a PMA application, if they are deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or certain implantable devices, or to be “not substantially equivalent” either to a previously 510(k) cleared device or to a “preamendment” Class III device in commercial distribution before May 28, 1976 for which PMA applications have not been required.
Our G4 PLATINUM and G5 Mobile Systems (excluding associated DexCom Share System functionalities and mobile applications) have been classified as devices requiring
PMA
approval. A
PMA
application must be supported by valid scientific evidence, which typically requires extensive data, including technical, pre-clinical, clinical, manufacturing and labeling data, to demonstrate to the
FDA
’s satisfaction the safety and efficacy of the device. A
PMA
application also must include a complete description of the device and its components, a detailed description of the methods, facilities and controls used to manufacture the device, and proposed labeling. After a
PMA
-application is submitted and found to be sufficiently complete, the
FDA
begins an in-depth review of the submitted information. During this review period, the
FDA
may request additional information or clarification of information already provided. Also during the review period, an advisory panel of experts from outside the
FDA
may be convened to review and evaluate the application and provide recommendations to the
FDA
. In addition, the
FDA
generally will conduct a pre-approval inspection of the manufacturing facility to evaluate compliance with
QSR
, which requires manufacturers to implement and follow design, testing, control, documentation and other quality assurance procedures. In July 2012, the
FDA
completed an inspection of our facilities, and did not identify any observations or require any other types of corrective action. During a routine
FDA
post-approval facility inspection ending on November 7, 2013, the
FDA
made several observations regarding DexCom
MDR
procedures and complaint reportability determinations. DexCom responded to the observations on November 26, 2013. On March 14, 2014, we received the 2014 Warning Letter from the FDA related to administrative deficiencies in filing MDRs. On April 2, 2014, we responded to the 2014 Warning Letter. On April 16, 2015, the FDA initiated an on-site inspection intended to both close out the 2014 Warning Letter and conduct our normal biennial quality system inspection. The FDA completed its inspection with no observations. On May 21, 2015, the FDA issued a letter closing the 2014 Warning Letter.
FDA
review of a
PMA
application generally takes between one and three years, but may take significantly longer. The
FDA
can delay, limit or deny approval of a
PMA
application for many reasons, including:
|
•
|
our systems may not be safe or effective to the
FDA
’s satisfaction;
|
|
•
|
the data from our pre-clinical studies and clinical trials may be insufficient to support approval;
|
|
•
|
the manufacturing process or facilities we use may not meet applicable requirements; and
|
|
•
|
changes in
FDA
approval policies or adoption of new regulations may require additional data.
|
If an
FDA
evaluation of a
PMA
application or manufacturing facilities is favorable, the
FDA
will either issue an approval letter, or approvable letter, which usually contains a number of conditions which must be met in order to secure final approval of the
PMA
. When and if those conditions have been fulfilled to the satisfaction of the
FDA
, the agency will issue a
PMA
approval letter authorizing commercial marketing of a device, subject to the conditions of approval and the limitations established in the approval letter. If the
FDA
’s evaluation of a
PMA
application or manufacturing facilities is not favorable, the
FDA
will deny approval of the
PMA
or issue a not approvable letter. The
FDA
may also determine that additional trials are necessary, in which case the
PMA
approval may be delayed for several months or years while the trials are conducted and data is submitted in an amendment to the
PMA
. The
PMA
process can be expensive, uncertain and lengthy and a number of devices for which
FDA
approval has been sought by other companies have never been approved by the
FDA
for marketing.
18
New
PMA
applications or
PMA
supplements may be required for modifications to the manufacturing process, labeling, device specifications, materials or design of a device that is approved through the
PMA
process.
PMA
supplements often require submission of the same type of information as an initial
PMA
application, except that the supplement is limited to information needed to support any changes from the device covered by the approved
PMA
application and may or may not require as extensive clinical data or the convening of an advisory panel.
Clinical trials are almost always required to support a
PMA
application and are sometimes required for a 510(k) clearance. These trials generally require submission of an application for an
investigational device exemption (“IDE”)
to the
FDA
. The
IDE
application must be supported by appropriate data, such as animal and laboratory testing results, showing that it is safe to test the device in humans and that the testing protocol is scientifically sound. The
IDE
application must be approved in advance by the
FDA
for a specified number of patients, unless the product is deemed a non-significant risk device and eligible for abbreviated
IDE
requirements. Generally, clinical trials for a significant risk device may begin once the
IDE
application is approved by the
FDA
and the study protocol and informed consent are approved by appropriate institutional review boards at the clinical trial sites. The
FDA
’s approval of an
IDE
allows clinical testing to go forward, but does not bind the
FDA
to accept the results of the trial as sufficient to prove the product’s safety and efficacy, even if the trial meets its intended success criteria. All clinical trials must be conducted in accordance with the
FDA
’s
IDE
regulations, which govern investigational device labeling, prohibit promotion, and specify an array of recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. Clinical trials must further comply with the
FDA
’s regulations for institutional review board approval and for informed consent and other human subject protections. Required records and reports are subject to inspection by the
FDA
. The results of clinical testing may be unfavorable or, even if the intended safety and efficacy success criteria are achieved, may not be considered sufficient for the
FDA
to grant approval or clearance of a product. The commencement or completion of any of our clinical trials may be delayed or halted, or be inadequate to support approval of a
PMA
application, for numerous reasons, including, but not limited to, the following:
|
•
|
the
FDA
or other regulatory authorities do not approve a clinical trial protocol or a clinical trial, or place a clinical trial on hold;
|
|
•
|
patients do not enroll in clinical trials at the rate we expect;
|
|
•
|
patients do not comply with trial protocols;
|
|
•
|
patient follow-up is not at the rate we expect;
|
|
•
|
patients experience adverse side effects;
|
|
•
|
patients die during a clinical trial, even though their death may not be related to our products;
|
|
•
|
institutional review boards and third-party clinical investigators may delay or reject our trial protocol;
|
|
•
|
third-party clinical investigators decline to participate in a trial or do not perform a trial on our anticipated schedule or consistent with the clinical trial protocol, good clinical practices or other
FDA
requirements;
|
|
•
|
DexCom or third-party organizations do not perform data collection, monitoring and analysis in a timely or accurate manner or consistent with the clinical trial protocol or investigational or statistical plans;
|
|
•
|
third-party clinical investigators have significant financial interests related to DexCom or the study that the
FDA
deems to make the study results unreliable, or DexCom or investigators fail to disclose such interests;
|
|
•
|
regulatory inspections of our clinical trials or manufacturing facilities, which may, among other things, require us to undertake corrective action or suspend or terminate our clinical trials;
|
|
•
|
changes in governmental regulations or administrative actions applicable to our trial protocols;
|
|
•
|
the interim or final results of the clinical trial are inconclusive or unfavorable as to safety or efficacy; and
|
|
•
|
the
FDA
concludes that our trial design is inadequate to demonstrate safety and efficacy.
|
In November 2011, SweetSpot received 510(k) clearance from the
FDA
to market to clinics a data management service, which helps healthcare providers and patients see, understand and use blood glucose meter data to diagnose and manage diabetes. SweetSpot’s data transfer service is registered with the
FDA
as a
MDDS
and allows researchers to control the transfer of data from certain diabetes devices to research tools and databases according to their own research workflows. Additional functions of, or intended uses for, the SweetSpot software platform will require us to obtain either 510(k) clearance or
PMA
approval from the
FDA
. To obtain 510(k) clearance, we must submit a pre-market notification demonstrating that the software system is substantially equivalent to a previously cleared 510(k) device or a pre-amendment device that was in commercial distribution before May 28, 1976 for which the
FDA
has not yet called for the submission of a
PMA
application. The
FDA
’s 510(k) clearance pathway generally takes from three to twelve months from the date the application is completed, but can take significantly longer. After a medical device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a significant change in its intended use, requires a new 510(k) clearance.
19
After a device is approved and placed in commercial distribution, numerous regulatory requirements apply. These include:
|
•
|
establishment registration and device listing;
|
|
•
|
QSR
, which requires manufacturers to follow design, testing, control, storage, supplier/contractor selection, complaint handling, documentation and other quality assurance procedures;
|
|
•
|
labeling regulations, which prohibit the promotion of products for unapproved or off-label uses or indications and impose other restrictions on labeling, advertising and promotion;
|
|
•
|
medical device reporting regulations, which require that manufacturers report to the
FDA
if a device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur;
|
|
•
|
voluntary and mandatory device recalls to address problems when a device is defective and/or could be a risk to health; and
|
|
•
|
corrections and removal reporting regulations, which require that manufacturers report to the
FDA
field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the
FDCA
that may present a risk to health.
|
Also, the
FDA
may require us to conduct post-market surveillance studies or order us to establish and maintain a system for tracking our products through the chain of distribution to the patient level. The
FDA
and the Food and Drug Branch of the California Department of Health Services enforce regulatory requirements by conducting periodic, unannounced inspections and market surveillance. Inspections may include the manufacturing facilities of our subcontractors.
Failure to comply with applicable regulatory requirements, including those applicable to the conduct of our clinical trials, can result in enforcement action by the
FDA
, which may lead to any of the following sanctions:
|
•
|
warning letters or untitled letters that require corrective action;
|
|
•
|
fines and civil penalties;
|
|
•
|
unanticipated expenditures;
|
|
•
|
delays in approving or refusal to approve our future continuous glucose monitoring systems or other products;
|
|
•
|
FDA
refusal to issue certificates to foreign governments needed to export our products for sale in other countries;
|
|
•
|
suspension or withdrawal of
FDA
approval;
|
|
•
|
product recall or seizure;
|
|
•
|
interruption of production;
|
|
•
|
operating restrictions;
|
|
•
|
injunctions; and
|
|
•
|
criminal prosecution.
|
We and our contract manufacturers, specification developers, and some suppliers of components or device accessories, are also required to manufacture our products in compliance with current
Good Manufacturing Practice (“GMP”)
requirements set forth in the
QSR
. The
QSR
requires a quality system for the design, manufacture, packaging, labeling, storage, installation and servicing of marketed devices, and includes extensive requirements with respect to quality management and organization, device design, buildings, equipment, purchase and handling of components or services, production and process controls, packaging and labeling controls, device evaluation, distribution, installation, complaint handling, servicing, and record keeping. The
FDA
evaluates compliance with the
QSR
through periodic unannounced inspections that may include the manufacturing facilities of our subcontractors. If the
FDA
believes we or any of our contract manufacturers or regulated suppliers are not in compliance with these requirements, it can shut down our manufacturing operations, require recall of our products, refuse to approve new marketing applications, institute legal proceedings to detain or seize products, enjoin future violations, or assess civil and criminal penalties against us or our officers or other employees. Any such action by the
FDA
would have a material adverse effect on our business. We may be unable to comply with all applicable
FDA
regulations.
20
Customer Notification
On February 23, 2016, we issued a customer notification regarding an issue with the audible alarms and alerts associated with our receivers (Dexcom G4 PLATINUM and Dexcom G5 Mobile). The issue with the audible alarms and alerts was identified as a result of our continuous review of complaints received from our customers. A failure of the audible alarms and alerts may cause our customers to not detect a severe hypoglycemic (low glucose) or hyperglycemic (high glucose) event. We are working to implement a solution for the audible alarms and alerts issue identified in the customer notification. The
FDA
is aware of this notification and a copy of this notification is available on the DexCom website at http://www.dexcom.com/notification. In the customer notification we have recommended that customers test the alarms and alerts on their receiver(s) every few days to make sure that the alarms and alerts are functioning properly.
Fraud and Abuse Laws and Other Compliance Requirements
The healthcare industry is subject to various federal and state laws pertaining to healthcare fraud and abuse. Violations of these laws are punishable by criminal and civil sanctions, including, in some instances, exclusion from participation in federal and state healthcare programs, including Medicare and Medicaid.
Anti-kickback Laws.
The federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, receiving, offering or providing remuneration directly or indirectly to induce either the referral of an individual, or the furnishing, recommending, or arranging of a good or service, for which payment may be made under a federal healthcare program such as Medicare and Medicaid. The definition of “remuneration” has been broadly interpreted to include anything of value, including such items as gifts, discounts, the furnishing of supplies or equipment, credit arrangements, waiver of payments, and providing anything at less than its fair market value. The
Department of Health and Human Services ("HHS")
has issued regulations, commonly known as safe harbors, that set forth certain provisions which, if fully met, will assure healthcare providers and other parties that they will not be prosecuted under the federal Anti-Kickback Statute. The failure of a transaction or arrangement to fit precisely within one or more safe harbors does not necessarily mean that it is illegal or that prosecution will be pursued. However, conduct and business arrangements that do not fully satisfy each applicable safe harbor may result in increased scrutiny by government enforcement authorities such as the
HHS
Office of Inspector General.
The penalties for violating the federal Anti-Kickback Statute include imprisonment for up to five years, fines of up to $25,000 per violation and possible exclusion from federal healthcare programs such as Medicare and Medicaid. Many states have adopted prohibitions similar to the federal Anti-Kickback Statute, some of which apply to the referral of patients for healthcare services reimbursed by any source, not only by the Medicare and Medicaid programs.
Federal False Claims Act.
The federal False Claims Act prohibits the knowing filing of a false claim or the knowing use of false statements to obtain payment from the federal government. When an entity is determined to have violated the False Claims Act, it must pay three times the actual damages sustained by the government, plus mandatory civil penalties of between $5,500 and $11,000 for each separate false claim. Suits filed under the False Claims Act, known as “qui tam” actions, can be brought by any individual on behalf of the government and such individuals (known as “relators” or, more commonly, as “whistleblowers”) may share in any amounts paid by the entity to the government in fines or settlement. In addition, certain states have enacted laws modeled after the federal False Claims Act. Qui tam actions have increased significantly in recent years, causing greater numbers of healthcare companies to have to defend a false claim action, pay fines or be excluded from Medicare, Medicaid or other federal or state healthcare programs as a result of an investigation arising out of such action.
HIPAA.
The
Health Insurance Portability and Accountability Act of 1996, as amended by the American Recovery and Reinvestment Act of 2009, or HIPAA
created two new federal crimes: healthcare fraud and false statements relating to healthcare matters. The healthcare fraud statute prohibits knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from government sponsored programs. The false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. A violation of this statute is a felony and may result in fines or imprisonment.
FCPA.
Additionally, the U.S.
Foreign Corrupt Practices Act (“FCPA”)
prohibits U.S. corporations and their representatives from offering, promising, authorizing or making payments to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business abroad. The scope of the
FCPA
would include interactions with certain healthcare professionals in many countries. Our present and future business has been and will continue to be subject to various other U.S. and foreign laws, rules and/or regulations.
Sunshine Act.
Pursuant to the Patient Protection and Affordable Care Act that was signed into law in March 2010, the federal government enacted the Physician Payment Sunshine Act (the “Sunshine Act”). Beginning in 2013 and 2014, we are required to track and publicly report, respectively, gifts and payments made to physicians and teaching hospitals. Many of these requirements are new and uncertain, and failure to comply could result in a range of fines, penalties and/or other sanctions.
21
International Regulation
International sales of medical devices are subject to foreign government regulations, which may vary substantially from country to country. The time required to obtain approval in a foreign country may be longer or shorter than that required for
FDA
approval, and the requirements may differ. There is a trend towards harmonization of quality system standards among the European Union, United States, Canada and various other industrialized countries.
The primary regulatory body in Europe is that of the European Union, which includes most of the major countries in Europe. Other countries, such as Switzerland, have voluntarily adopted laws and regulations that mirror those of the European Union with respect to medical devices. The European Union has adopted numerous directives and standards regulating the design, manufacture, clinical trials, labeling and adverse event reporting for medical devices. Devices that comply with the requirements of a relevant directive will be entitled to bear the CE conformity marking, indicating that the device conforms to the essential requirements of the applicable directives and, accordingly, can be commercially distributed throughout Europe. The method of assessing conformity varies depending on the class of the product, but normally involves a combination of self-assessment by the manufacturer and a third party assessment by a “Notified Body.” This third-party assessment may consist of an audit of the manufacturer’s quality system and specific testing of the manufacturer’s product. An assessment by a Notified Body of one country within the European Union is required in order for a manufacturer to commercially distribute the product throughout the European Union. Outside of the European Union, regulatory approval needs to be sought on a country-by-country basis in order for us to market our products.
Environmental Regulation
Our research and development and clinical processes involve the handling of potentially harmful biological materials as well as hazardous materials. We are subject to federal, state and local laws and regulations governing the use, handling, storage and disposal of hazardous and biological materials and we incur expenses relating to compliance with these laws and regulations. If violations of environmental, health and safety laws occur, we could be held liable for damages, penalties and costs of remedial actions. These expenses or this liability could have a significant negative impact on our financial condition. We may violate environmental, health and safety laws in the future as a result of human error, equipment failure or other causes. Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations. We are subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes to or restrictions on permitting requirements or processes, hazardous or biological material storage or handling might require an unplanned capital investment or relocation. Failure to comply with new or existing laws or regulations could harm our business, financial condition and results of operations.
Advisory Boards and Consultants
We have relied upon the advice of experts in the development and commercialization of our products. Since 2005, we have used experts in various disciplines on a consulting basis as needed to solve problems or accelerate development pathways. We may continue to engage advisors from the academic, consultancy, governmental or other areas to assist us as necessary.
Employees
As of
December 31, 2015
, we had
1,212
full-time employees and
297
contract and temporary employees. Approximately
271
full-time employees are engaged in research and development, clinical, regulatory and quality assurance,
343
in manufacturing and
598
in selling, general and administrative functions. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have never experienced any employment-related work stoppages and consider our employee relations to be good.
Available Information
Our Internet website address is www.dexcom.com. We provide free access to various reports that we file with or furnish to the SEC through our website, as soon as reasonably practicable after they have been filed or furnished. These reports include, but are not limited to, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports. Our SEC reports can be accessed through the investor relations section of our website, or through www.sec.gov. Also available on our website are printable versions of our Audit Committee charter, Compensation Committee charter, Nominating and Corporate Governance Committee charter, and Business Code of Conduct and Ethics. Information on our website does not constitute part of this Annual Report on Form 10-K or other report we file or furnish with the SEC. Stockholders may request copies of these documents from:
DexCom, Inc.
6340 Sequence Drive
San Diego, CA 92121
(858) 200-0200
22
|
ITEM 1A.
|
RISK FACTORS
|
Factors that May Affect our Financial Condition and Results of Operations
Risks Related to Our Business
We have incurred losses since inception and anticipate that we will incur continued losses in the future.
We have incurred net losses in each year since our inception in May 1999, including a net loss of
$57.6 million
for the
twelve
months ended
December 31, 2015
. As of
December 31, 2015
, we had an accumulated deficit of
$555.4 million
. We have financed our operations primarily through private and public offerings of equity securities and debt, and the sales of our products. We have devoted substantial resources to:
|
•
|
research and development relating to our continuous glucose monitoring systems;
|
|
•
|
sales and marketing and manufacturing expenses associated with the commercialization of our G4 PLATINUM and G5 Mobile systems; and
|
|
•
|
expansion of our workforce.
|
We expect our research and development expenses to increase in connection with our clinical trials and other development activities related to our products, including our next generation sensors, transmitters and sensor augmented insulin pump and other collaborations. We also expect that our general and administrative expenses will continue to increase due to the additional operational and regulatory burdens applicable to public healthcare and medical device companies. As a result, we expect we may continue to incur operating losses in the future. These losses, among other things, have had and will continue to have an adverse effect on our stockholders' equity.
If we are unable to continue the development of an adequate sales and marketing organization, or if our direct sales organization is not successful, we may have difficulty achieving market awareness and selling our products.
To achieve commercial success for the G4 PLATINUM and G5 Mobile systems and our future products, we must continue to develop and grow our sales and marketing organization and enter into partnerships or other arrangements to market and sell our products. Developing and managing a direct sales organization is a difficult, expensive and time consuming process. To be successful we must:
|
•
|
recruit and retain adequate numbers of effective and experienced sales personnel;
|
|
•
|
effectively train our sales personnel in the benefits and risks of our products;
|
|
•
|
establish and maintain successful sales, marketing and education programs that educate endocrinologists, physicians and diabetes educators so they can appropriately inform their patients about our products; and
|
|
•
|
manage geographically disbursed sales and marketing operations.
|
We currently employ a direct sales force to market our products in the United States. In the United States, our sales force calls directly on healthcare providers and people with diabetes throughout the country to initiate sales of our products. Our sales organization competes with the experienced, larger and well-funded marketing and sales operations of our competitors. We may not be able to successfully manage our dispersed sales force, or increase our product sales at acceptable rates.
We have also entered into distribution arrangements to leverage existing distributors already engaged in the diabetes marketplace. Our United States distribution partnerships are focused on accessing underrepresented regions and, in some instances, third-party payors that contract exclusively with distributors. Our European and other international distribution partners call directly on healthcare providers to market and sell our products in Canada, Europe, Australia, New Zealand, Asia, the Middle East, Latin America and Africa. Because of the competition for their services, we may be unable to partner with or retain additional qualified distributors. Further, we may not be able to enter into agreements with distributors on commercially reasonable terms, if at all.
23
We may require additional funding to continue the commercialization of our G4 PLATINUM and G5 Mobile systems, or the development and commercialization of our future generation and other continuous glucose monitoring systems, including our sensor augmented insulin pump systems developed in collaboration with
Animas
and
Tandem
and our collaboration with
Verily
(formerly Google Life Sciences).
Our operations have consumed substantial amounts of cash since inception. We expect to continue to spend substantial amounts on commercializing our products, including growth of our manufacturing capacity, and on research and development, including conducting clinical trials for our next generation ambulatory continuous glucose monitoring sensors and systems. For the
twelve
months ended
December 31, 2015
, we generated
$49.0 million
in net cash from operating activities, compared to
$23.6 million
for the same period in
2014
, and as of
December 31, 2015
, we had working capital of
$164.4 million
which included
$115.2 million
in cash, cash equivalents and short-term marketable securities. Although we expect that our cash generated by operations will increase in each of the next several years, we may need additional funds to continue the commercialization of our current products and to develop and commercialize our next generation sensors and systems. Additional financing may not be available on a timely basis on terms acceptable to us, or at all. Any additional financing may be dilutive to stockholders or may require us to grant a lender a security interest in our assets. The amount of funding we may need will depend on many factors, including:
|
•
|
the revenue generated by sales of our products and other future products;
|
|
•
|
the costs, timing and risks of delay of additional regulatory approvals;
|
|
•
|
the expenses we incur in manufacturing, developing, selling and marketing our products;
|
|
•
|
our ability to scale our manufacturing operations to meet demand for our current and any future products;
|
|
•
|
the costs to produce our continuous glucose monitoring systems;
|
|
•
|
the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;
|
|
•
|
the rate of progress and cost of our clinical trials and other development activities;
|
|
•
|
the success of our research and development efforts;
|
|
•
|
the emergence of competing or complementary technological developments;
|
|
•
|
the terms and timing of any collaborative, licensing and other arrangements that we may establish; and
|
|
•
|
the acquisition of businesses, products and technologies, although we currently have no commitments or agreements relating to any of these types of transactions.
|
If adequate funds are not available, we may not be able to commercialize our products at the rate we desire and we may have to delay development or commercialization of our other products or license to third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize. We also may have to reduce sales, marketing, customer support or other resources devoted to our products. Any of these factors could harm our financial condition.
If we are unable to establish adequate sales, marketing and distribution capabilities or enter into and maintain arrangements with third parties to sell, market and distribute our products, our business may be harmed.
We have entered into distribution arrangements to leverage established distributors already engaged in the diabetes marketplace. We have entered into distribution agreements with
Byram
and
Edgepark
, pursuant to which we generated approximately
18%
and
11%
, respectively, of our total revenue during the
twelve
months ended
December 31, 2015
. We cannot guarantee that these relationships will continue or that we will be able to maintain this volume of sales from these relationships in the future. A substantial decrease or loss of these sales could have a material adverse effect on our operating performance. Additionally, to the extent that we enter into additional arrangements with third parties to perform sales, marketing, distribution and billing services in the United States, Europe or other countries, our product margins could be lower than if we directly marketed and sold our products. Furthermore, to the extent that we enter into co-promotion or other marketing and sales arrangements with other companies, any revenue received will depend on the skills and efforts of others, and we cannot predict whether these efforts will be successful. In addition, market acceptance of our products by physicians and people with diabetes in Europe or other countries will largely depend on our ability to demonstrate their relative safety, efficacy, reliability, cost-effectiveness and ease of use. If we are unable to do so, we may not be able to generate product revenue from our sales efforts in Europe or other countries. Finally, if we are unable to establish and maintain adequate sales, marketing and distribution capabilities, independently or with others, we may not be able to generate adequate product revenue and may not become profitable.
24
Although many third-party payors have adopted some form of coverage policy on continuous glucose monitoring devices, our products do not yet have simple broad-based contractual coverage with most third-party payors and we frequently experience administrative challenges in obtaining reimbursement for our customers. If we are unable to obtain adequately broad reimbursement at acceptable prices for our products or any future products from third-party payors, we will be unable to generate significant revenue.
As a medical device company, reimbursement from Medicare and private third-party healthcare payors is an important element of our success. Although
CMS
in 2008 released
HCPCS
codes applicable to each of the three components of our continuous glucose monitoring systems to date, our approved products are not reimbursed by virtue of a national coverage decision by Medicare. It is not known when, if ever, Medicare will adopt a national coverage decision with respect to continuous glucose monitoring devices. Until any such coverage decision is adopted by Medicare, reimbursement of our products will generally be limited to those people with diabetes covered by third-party payors that have adopted policies for continuous glucose monitoring devices allowing for coverage of these devices if certain conditions are met. As of
February 23, 2016
, the seven largest private third-party payors, in terms of the number of covered lives, have issued coverage policies for the category of continuous glucose monitoring devices. In addition, we have negotiated contracted rates with all seven of those third-party payors for the purchase of our products by their members. However, people with diabetes without insurance that covers our products will have to bear the financial cost of them. In the United States, people with diabetes using existing single-point finger stick devices are generally reimbursed all or part of the product cost by Medicare or other third-party payors. The commercial success of our products in both domestic and international markets will substantially depend on whether timely and comprehensive third-party reimbursement is widely available for individuals that use them. While many third-party payors have adopted some form of coverage policy on continuous glucose monitoring devices, typically, though not exclusively, under durable medical equipment benefits, those coverage policies frequently require significant medical documentation in order for policy holders to obtain reimbursement, and as a result, we have difficulty improving the efficiency of our customer service group. In addition, Medicare, Medicaid, health maintenance organizations and other third-party payors are increasingly attempting to contain healthcare costs by limiting both coverage and the level of reimbursement of new medical devices, and, as a result, they may not cover or provide adequate payment for our products. In order to obtain additional reimbursement arrangements, including under pharmacy benefits, we may have to agree to a net sales price lower than the net sales price we might charge in other sales channels. Our revenue may be limited by the continuing efforts of government and third-party payors to contain or reduce the costs of healthcare through various increasingly sophisticated means, such as requiring prospective reimbursement and second opinions, purchasing in groups, or redesigning benefits. Furthermore, we are unable to predict what effect the current or any future healthcare reform will have on our business, or the effect these matters will have on our customers. Our dependence on the commercial success of the G4 PLATINUM and G5 Mobile systems makes us particularly susceptible to any cost containment or reduction efforts. Accordingly, unless government and other third-party payors provide adequate coverage and reimbursement for the G4 PLATINUM and G5 Mobile systems, people without coverage who have diabetes may not use our products.
In some foreign markets, pricing and profitability of medical devices are subject to government control. In the United States, we expect that there will continue to be federal and state proposals for similar controls. Also, the trends toward managed healthcare in the United States and proposed legislation intended to reduce the cost of government insurance programs could significantly influence the purchase of healthcare services and products and may result in lower prices for our products or the exclusion of our products from reimbursement programs.
We may never receive approval or clearance from the
FDA
and other governmental agencies to market our next generation ambulatory system, expanded indications for use of current and future generation ambulatory systems, future
SweetSpot
software platforms, or any other continuous glucose monitoring system or related component under development.
Our continuous glucose monitoring systems are classified by the
FDA
as premarket approval, or
PMA
, medical devices. The
PMA
process requires us to prove the safety and efficacy of our ambulatory system to the
FDA
's satisfaction. This process can be expensive, prolonged and uncertain, requires detailed and comprehensive scientific and human clinical data, and may never result in the
FDA
granting a
PMA
. Any future general ambulatory system or expanded indications for use of current and future generation ambulatory systems will require approval of the applicable regulatory authorities. In addition, we intend to seek either 510(k) clearances or
PMA
approvals for certain changes and modifications to
SweetSpot
's existing software platform, but cannot predict when, if ever, those changes and modifications will be approved.
25
The FDA can refuse to grant a 510(k) clearance or delay, limit or deny approval of a PMA application or supplement for many reasons, including:
|
•
|
the system may not be deemed by the FDA to be substantially equivalent to appropriate predicate devices;
|
|
•
|
the system may not satisfy the FDA's safety or efficacy requirements;
|
|
•
|
the data from pre-clinical studies and clinical trials may be insufficient to support approval;
|
|
•
|
the manufacturing process or facilities used may not meet applicable requirements; and
|
|
•
|
changes in FDA approval policies or adoption of new regulations may require additional data.
|
Even if approved or cleared by the
FDA
or foreign regulatory agencies, future generations of our ambulatory system, expanded indications for use of current and future generation ambulatory systems,
SweetSpot
, or any other continuous glucose monitoring system under development, may not be approved or cleared for the indications that are necessary or desirable for successful commercialization. We may not obtain the necessary regulatory approvals or clearances to market these continuous glucose monitoring systems in the United States or outside of the United States. Any delay in, or failure to receive or maintain, approval or clearance for our products could prevent us from generating revenue from these products or achieving profitability. The uncertain timing of regulatory approvals for future generations of our products could subject our current inventory to excess or obsolescence charges, which could have an adverse effect on our operating results.
If we are unable to successfully complete the pre-clinical studies or clinical trials necessary to support additional
PMA
or 510(k) applications or supplements, we may be unable to commercialize our continuous glucose monitoring systems under development, which could impair our financial position.
To support these and any future additional
PMA
or 510(k) applications or supplements, we together with our partners, must successfully complete pre-clinical studies, bench-testing, and clinical trials that will demonstrate that the product is safe and effective. Product development, including pre-clinical studies and clinical trials, is a long, expensive and uncertain process and is subject to delays and failure at any stage. Furthermore, the data obtained from the studies and trials may be inadequate to support approval of a
PMA
or 510(k) application and the
FDA
may request additional clinical data in support of those applications, which may result in significant additional clinical expenses and may delay product approvals. While we have in the past obtained, and may in the future obtain, an
investigational device exemption (“IDE”)
prior to commencing clinical trials for our products,
FDA
approval of an
IDE
application permitting us to conduct testing does not mean that the
FDA
will consider the data gathered in the trial to be sufficient to support approval of a
PMA
or 510(k) application or supplement, even if the trial's intended safety and efficacy endpoints are achieved. Additionally, since 2009, the
FDA
has significantly increased the scrutiny applied to its oversight of companies subject to its regulations, including 510(k) and
PMA
submissions, by hiring new investigators and increasing the frequency and scope of its inspections of manufacturing facilities. The
FDA
's Center for Devices and Radiological Health is contemplating significant changes to the 510(k) process, which could complicate the product approval process for certain of our and our partner’s products, although we cannot predict the effect of such procedural changes and cannot ascertain if such changes will have a substantive impact on the approval of our products or our partners’ products. If we fail to adequately respond to any changes to the 510(k) submission process and associated matters, our business may be adversely impacted.
Unexpected changes to the
FDA
or foreign regulatory approval processes could also delay or prevent the approval of our products submitted for review. The data contained in our submission, including data drawn from our clinical trials, may not be sufficient to support approval of our products or additional or expanded indications. Medical device company stock prices have declined significantly in certain circumstances where companies have failed to meet expectations in regards to the timing of regulatory approval. If the
FDA
's response causes product approval delays, or is not favorable for any of our products, our stock price could decline substantially.
26
The commencement or completion of any of our clinical trials may be delayed or halted, or be inadequate to support approval of a
PMA
or 510(k) application
or supplement, for numerous reasons, including, but not limited to, the following:
|
•
|
the
FDA
or other regulatory authorities do not approve a clinical trial protocol or a clinical trial, or place a clinical trial on hold;
|
|
•
|
patients do not enroll in clinical trials at the rate we expect;
|
|
•
|
patients do not comply with trial protocols;
|
|
•
|
patient follow-up does not occur at the rate we expect;
|
|
•
|
patients experience adverse side effects;
|
|
•
|
patients die during a clinical trial, even though their death may not be related to our products;
|
|
•
|
institutional review boards (“IRBs”) and third-party clinical investigators may delay or reject our trial protocol;
|
|
•
|
third-party clinical investigators decline to participate in a trial or do not perform a trial on our anticipated schedule or consistent with the investigator agreements, clinical trial protocol, good clinical practices or other
FDA
or IRB requirements;
|
|
•
|
DexCom or third-party organizations do not perform data collection, monitoring and analysis in a timely or accurate manner or consistent with the clinical trial protocol or investigational or statistical plans;
|
|
•
|
third-party clinical investigators have significant financial interests related to DexCom or the study that the
FDA
deems to make the study results unreliable, or DexCom or investigators fail to disclose such interests;
|
|
•
|
regulatory inspections of our clinical trials or manufacturing facilities may, among other things, require us to undertake corrective action or suspend or terminate our clinical trials;
|
|
•
|
changes in governmental regulations, policies or administrative actions applicable to our trial protocols;
|
|
•
|
the interim or final results of the clinical trial are inconclusive or unfavorable as to safety or efficacy; and
|
|
•
|
the
FDA
concludes that our trial design is inadequate to demonstrate safety and efficacy.
|
The results of pre-clinical studies do not necessarily predict future clinical trial results, and prior clinical trial results might not be repeated in subsequent clinical trials. Additionally, the
FDA
may disagree with our interpretation of the data from our pre-clinical studies and clinical trials, or may find the clinical trial design, conduct or results inadequate to prove safety or efficacy, and may require us to pursue additional pre-clinical studies or clinical trials, which could further delay the approval of our products. If we are unable to demonstrate the safety and efficacy of our products in our clinical trials to the
FDA
's satisfaction, we will be unable to obtain regulatory approval to market our products in the United States. In addition, the data we collect from our current clinical trials, our pre-clinical studies and other clinical trials may not be sufficient to support
FDA
approval, even if our endpoints are met.
We may also conduct clinical studies to demonstrate the relative or comparative effectiveness of continuous glucose monitoring devices for the treatment of diabetes. These types of studies, which often require substantial investment and effort, may not show adequate, or any, clinical benefit for the use of continuous glucose monitoring devices.
27
We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could become subject to penalties or be required to make significant changes to our operations.
The healthcare industry generally, and our business specifically, is subject to extensive foreign, federal, state and local laws and regulations, including those relating to:
|
•
|
the pricing of our products and services;
|
|
•
|
the distribution of our products and services;
|
|
•
|
billing for services;
|
|
•
|
financial relationships with physicians and other referral sources;
|
|
•
|
inducements and courtesies given to physicians and other health care providers and patients;
|
|
•
|
labeling products;
|
|
•
|
the characteristics and quality of our products and services;
|
|
•
|
confidentiality, maintenance and security issues associated with medical records and individually identifiable health and other personal information;
|
|
•
|
medical device reporting;
|
|
•
|
prohibitions on kickbacks, also referred to as anti-kickback laws or regulations;
|
|
•
|
any scheme to defraud any healthcare benefit program;
|
|
•
|
physician payment disclosure requirements;
|
|
•
|
personal health information;
|
|
•
|
privacy;
|
|
•
|
data protection;
|
|
•
|
mobile communications;
|
|
•
|
false claims; and
|
|
•
|
professional licensure.
|
These laws and regulations are extremely complex and, in some cases, still evolving. If our operations are found to violate any of the federal, state or local laws and regulations which govern our activities, we may be subject to litigation, government enforcement actions, the applicable penalty associated with the violation, including civil and criminal penalties, damages, fines or curtailment of our operations. The risk of being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management's time and attention from the operation of our business.
The
FDA
, the Office of Inspector General for the Department of Health and Human Services, the Department of Justice, states' attorneys general and other governmental authorities actively enforce the laws and regulations discussed above. In the United States, medical device manufacturers have been the target of numerous government prosecutions and investigations alleging violations of law, including claims asserting impermissible off-label promotion of pharmaceutical products, payments intended to influence the referral of federal or state healthcare business, and submission of false claims for government reimbursement. As part of our compliance program, we have reviewed our sales contracts and marketing materials and practices to reduce the risk of non-compliance with these federal and state laws, and inform employees and marketing representatives of the Anti-Kickback Statute and their obligations thereunder. However, we cannot rule out the possibility that the government or other third parties could interpret these laws differently and challenge our practices under one or more of these laws.
In addition, the laws and regulations impacting or affecting our business may change significantly in the future. Any new laws or regulations may adversely affect our business. A review of our business by courts or regulatory authorities may result in a determination that could adversely affect our operations. Also, the regulatory environment applicable to our business may change in a way that restricts or adversely impacts our operations.
We are not aware of any governmental investigations involving our executives or us. However, any future investigations of our executives, our managers or us could result in significant liabilities or penalties to us, as well as adverse publicity.
28
If our manufacturing capabilities are insufficient to produce an adequate supply of product at appropriate quality levels, our growth could be limited and our business could be harmed.
We currently have limited resources, facilities and experience in commercially manufacturing sufficient quantities of product to meet expected demand. In the past, we have had difficulty scaling our manufacturing operations to provide a sufficient supply of product to support our commercialization efforts. From time to time, we have also experienced brief periods of backorder and, at times, have had to limit the efforts of our sales force to introduce our products to new customers. We have focused significant effort on continual improvement programs in our manufacturing operations intended to improve quality, yields and throughput. We have made progress in manufacturing to enable us to supply adequate amounts of product to support our commercialization efforts; however, we cannot guaranty that supply will not be constrained in the future. In order to produce our products in the quantities we anticipate will be necessary to meet market demand, we will need to increase our manufacturing capacity by a significant factor over the current level. In addition, we will have to modify our manufacturing design, reliability and process if and when our next generation sensor technologies are approved and commercialized. There are technical challenges to increasing manufacturing capacity, including equipment design and automation, materials procurement, manufacturing site expansion, problems with production yields and quality control and assurance. Developing commercial-scale manufacturing facilities will require the investment of substantial additional funds and the hiring and retention of additional management, quality assurance, quality control and technical personnel who have the necessary manufacturing experience. Also, the scaling of manufacturing capacity is subject to numerous risks and uncertainties, and may lead to variability in product quality or reliability, increased construction timelines, as well as resources required to design, install and maintain manufacturing equipment, among others, all of which can lead to unexpected delays in manufacturing output. In addition, any changes to our manufacturing processes may require
FDA
submission and approval and our facilities may have to undergo additional inspections by the
FDA
and corresponding state agencies. We may be unable to adequately maintain, develop and expand our manufacturing process and operations or obtain
FDA
and state agency approval of our facilities in a timely manner or at all. If we are unable to manufacture a sufficient supply of our current products or any future products for which we may receive approval, maintain control over expenses or otherwise adapt to anticipated growth, or if we underestimate growth, we may not have the capability to satisfy market demand and our business will suffer.
Additionally, the production of our products must occur in a highly controlled and clean environment to minimize particles and other yield- and quality-limiting contaminants. Weaknesses in process control or minute impurities in materials may cause a substantial percentage of defective products. If we are not able to maintain stringent quality controls, or if contamination problems arise, our clinical development and commercialization efforts could be delayed, which would harm our business and our results of operations.
In the future, if our products experience a material defect or error, this could result in loss or delay of revenues, delayed market acceptance, damaged reputation, diversion of development resources, legal claims, increased insurance costs or increased service and warranty costs, any of which could harm our business. Such defects or errors could also prompt us to amend certain warning labels or narrow the scope of the use of our products, either of which could hinder our success in the market.
Since our commercial launch in 2006, we have experienced periodic field failures related to our products, including reports of sensor errors, sensor failures, broken sensors, receiver malfunctions and transmitter failures. To comply with the
FDA
's medical device reporting requirements, we have filed reports of all such broken or lodged sensors. Although we believe we have taken and are taking appropriate actions aimed at reducing or eliminating field failures, we cannot guaranty that we will not experience additional failures going forward.
29
Our manufacturing operations depend upon third-party suppliers, making us vulnerable to supply problems and price fluctuations, which could harm our business.
We rely on OnCore Manufacturing Services to manufacture and supply circuit boards for our receiver and transmitter; we rely on ON Semiconductor Corp. to manufacture and supply the application specific integrated circuit that is incorporated into the transmitter; we rely on DSM PTG, Inc. to manufacture certain polymers used to synthesize our polymeric biointerface membranes for our products; and we rely on The Tech Group to supply our injection molded components. Each of these suppliers is a single-source supplier. In some cases, our agreements with these and our other suppliers can be terminated by either party upon short notice. Our contract manufacturers also rely on single-source suppliers to manufacture some of the components used in our products. Our manufacturers and suppliers may encounter problems during manufacturing for a variety of reasons, including failure to follow specific protocols and procedures, failure to comply with applicable regulations, failed
FDA
audit or inspection, equipment malfunction and environmental factors, any of which could delay or impede their ability to meet our demand. If our single-source suppliers shift their manufacturing and assembly sites to other locations, these new sites may require additional
FDA
approval and inspection. Should any such
FDA
approval be delayed, or such inspection requires corrective action, our supply of critical components may be constrained or unavailable. Our reliance on these outside manufacturers and suppliers also subjects us to other risks that could harm our business, including:
|
•
|
we may not be able to obtain adequate supply in a timely manner or on commercially reasonable terms;
|
|
•
|
our products are technologically complex and it is difficult to develop alternative supply sources;
|
|
•
|
we are not a major customer of many of our suppliers, and these suppliers may therefore give other customers' needs higher priority than ours;
|
|
•
|
our suppliers may make errors in manufacturing components that could negatively affect the efficacy or safety of our products or cause delays in shipment of our products;
|
|
•
|
we may have difficulty locating and qualifying alternative suppliers for our single-source supplies;
|
|
•
|
switching components may require product redesign and submission to the
FDA
of a
PMA
supplement or possibly a separate
PMA
, either of which could significantly delay production;
|
|
•
|
our suppliers manufacture products for a range of customers, and fluctuations in demand for the products these suppliers manufacture for others may affect their ability to deliver components to us in a timely manner;
|
|
•
|
our suppliers may make obsolete components that are critical to our products; and
|
|
•
|
our suppliers may encounter financial hardships unrelated to our demand for components, including those related to changes in global economic conditions, which could inhibit their ability to fulfill our orders and meet our requirements.
|
We may not be able to quickly establish additional or replacement suppliers, particularly for our single-source components, in part because of the
FDA
inspection and approval process and because of the custom nature of various parts we design. Any interruption or delay in the supply of components or materials, or our inability to obtain components or materials from alternate sources at acceptable prices in a timely manner, could impair our ability to meet the demand of our customers and cause them to cancel orders or switch to competitive products.
Potential long-term complications from our current or future products or other continuous glucose monitoring systems under development may not be revealed by our clinical experience to date.
Based on our experience, complications from use of our products may include sensor errors, sensor failures, broken sensors, lodged sensors or skin irritation under the adhesive dressing of the sensor. Inflammation or redness, swelling, minor infection, and minor bleeding at the sensor insertion site are also possible risks with an individual's use of our products. However, if unanticipated long-term side-effects result from the use of our products or other glucose monitoring systems under development, we could be subject to liability and the adoption of our systems may become more limited. With respect to our G4 PLATINUM and G5 Mobile systems, our clinical trials have been limited to seven days of continuous use. It is possible that the results from our clinical studies and trials may not be indicative of the clinical results obtained when we examine the patients at later dates. We cannot assure you that repeated, long-term use would not result in unanticipated adverse effects, potentially even after the sensor is removed.
30
If we or our suppliers or distributors fail to comply with ongoing regulatory requirements, or if we experience unanticipated problems with our products, the products could be subject to restrictions or withdrawal from the market.
Any product for which we obtain marketing approval will be subject to continual review and periodic inspections by the
FDA
and other regulatory bodies, which may include inspection of our manufacturing processes, post-approval clinical data and promotional activities for such product. The
FDA
's
MDR
regulations require that we report to the
FDA
any incident in which our product may have caused or contributed to a death or serious injury, or in which our product malfunctioned and, if the malfunction were to recur, it would likely cause or contribute to a death or serious injury. An example of the difficulty of complying with the regulatory requirements associated with the manufacture of our products, on February 23, 2016, we issued a customer notification regarding the audible alarms and alerts associated with our receivers, as discussed earlier in the section entitled “
Business - Customer Notification
.” We and our suppliers are also required to comply with the
FDA
's
Quality System Regulation (“QSR”)
and other regulations, which cover the methods and documentation of the design, testing, production, control, selection and oversight of suppliers or contractors, quality assurance, labeling, packaging, storage, complaint handling, shipping and servicing of our products. The
FDA
enforces the
QSR
through unannounced inspections. We currently manufacture our products at our headquarters facilities in San Diego, California. In these facilities we have more than
8,000
square feet of laboratory space and approximately
18,000
square feet of controlled environment rooms. During a routine
FDA
post-approval facility inspection ending on November 7, 2013, the
FDA
issued a Form 483 with several observations regarding DexCom
MDR
procedures and complaint reportability determinations. DexCom responded to the observations on November 26, 2013. On March 14, 2014, we received the 2014 Warning Letter from the
FDA
related to administrative deficiencies in filing
MDR
s. On April 2, 2014, we responded to the 2014 Warning Letter. On April 16, 2015, the FDA initiated an on-site inspection intended to both close out the 2014 Warning Letter and conduct our normal biennial quality system inspection. The FDA completed its inspection with no observations. On May 21, 2015, the FDA issued a letter closing the 2014 Warning Letter.
Compliance with ongoing regulatory requirements can be complex, expensive and time-consuming. Failure by us or one of our suppliers or distributors to comply with statutes and regulations administered by the
FDA
, competent authorities and other regulatory bodies, or failure to take adequate response to any observations, could result in, among other things, any of the following actions:
|
•
|
warning letters or untitled letters that require corrective action;
|
|
•
|
delays in approving or refusal to approve our continuous glucose monitoring systems;
|
|
•
|
fines and civil penalties;
|
|
•
|
unanticipated expenditures;
|
|
•
|
FDA
refusal to issue certificates to foreign governments needed to export our products for sale in other countries;
|
|
•
|
suspension or withdrawal of approval by the
FDA
or other regulatory bodies;
|
|
•
|
product recall or seizure;
|
|
•
|
interruption of production;
|
|
•
|
interruption of the supply of components from our key component suppliers;
|
|
•
|
operating restrictions;
|
|
•
|
injunctions; and
|
|
•
|
criminal prosecution.
|
The effect of these events can be difficult to quantify. For example, the effects of our February 23, 2016 notification discussed above could differ or vary from our initial estimates. If any of these actions were to occur, it would harm our reputation and cause our product sales and profitability to suffer. In addition, we believe events that could be classified as reportable events pursuant to
MDR
regulations are generally underreported by physicians and users, and any underlying problems could be of a larger magnitude than suggested by the number or types of
MDR
s filed by us. Furthermore, our key component suppliers may not currently be or may not continue to be in compliance with applicable regulatory requirements.
31
Even if regulatory approval or clearance of a product is granted, the approval or clearance may be subject to limitations on the indicated uses for which the product may be marketed or contain requirements for costly post-marketing testing or surveillance to monitor the safety or efficacy of the product. Later discovery of previously unknown problems with our products, including software bugs, unanticipated adverse events or adverse events of unanticipated severity or frequency, manufacturing problems, or failure to comply with regulatory requirements such as the
QSR
,
MDR
reporting, or other post-market requirements may result in restrictions on such products or manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls, fines, suspension of regulatory approvals, product seizures, injunctions or the imposition of civil or criminal penalties. In addition, our distributors have rights to create marketing materials for their sales of our products, and may not adhere to contractual, legal or regulatory limitations that are imposed on their marketing efforts.
We are subject to claims of infringement or misappropriation of the intellectual property rights of others, which could prohibit us from shipping affected products, require us to obtain licenses from third parties or to develop non-infringing alternatives, and subject us to substantial monetary damages and injunctive relief. We may also be subject to other claims or suits.
We have previously been subject to litigation from third parties alleging patent infringement. Other parties could, in the future, assert infringement or misappropriation claims against us with respect to our current or future products. We are aware of numerous patents issued to third parties that may relate to aspects of our business, including the design and manufacture of continuous glucose monitoring sensors and membranes, as well as methods for continuous glucose monitoring. Whether a product infringes a patent involves complex legal and factual issues, the determination of which is often uncertain. Therefore, we cannot be certain that we have not infringed the intellectual property rights of such third parties or others. Our competitors may assert that our continuous glucose monitoring systems or the methods we employ in the use of our systems are covered by U.S. or foreign patents held by them. This risk is exacerbated by the fact that there are numerous issued patents and pending patent applications relating to self-monitored glucose testing systems in the medical technology field. Because patent applications may take years to issue, there may be applications now pending of which we are unaware that may later result in issued patents that our products infringe. There could also be existing patents of which we are unaware that one or more components of our system may inadvertently infringe. As the number of competitors in the market for continuous glucose monitoring systems grows, the possibility of inadvertent patent infringement by us or a patent infringement claim against us increases.
Any infringement or misappropriation claim could cause us to incur significant costs, place significant strain on our financial resources, divert management's attention from our business and harm our reputation. If the relevant patents were upheld as valid and enforceable and we were found to infringe, we could be prohibited from selling our product that is found to infringe unless we could obtain licenses to use the technology covered by the patent or are able to design around the patent. We may be unable to obtain a license on terms acceptable to us, if at all, and we may not be able to redesign our products to avoid infringement. Even if we are able to redesign our products to avoid an infringement claim, we may not receive
FDA
approval for such changes in a timely manner or at all. A court could also order us to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could be substantial and could harm our reputation, business, financial condition and operating results. A court also could enter orders that temporarily, preliminarily or permanently enjoin us and our customers from making, using, selling or offering to sell one or more of our products, or could enter an order mandating that we undertake certain remedial activities. Depending on the nature of the relief ordered by the court, we could become liable for additional damages to third parties.
Any adverse determination in litigation or interference proceedings to which we are or may become a party relating to patents could subject us to significant liabilities to third parties or require us to seek licenses from other third parties. Furthermore, if we are found to willfully infringe third-party patents, we could, in addition to other penalties, be required to pay treble damages and/or attorneys' fees for the prevailing party. Although patent and intellectual property disputes in the medical device area have often been settled through licensing or similar arrangements, costs associated with such arrangements may be substantial and would likely include ongoing royalties. We may be unable to obtain necessary licenses on satisfactory terms. If we do not obtain necessary licenses, we may not be able to redesign our products to avoid infringement and any redesign may not receive
FDA
approval in a timely manner if at all. Adverse determinations in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing and selling our products, which would have a significant adverse impact on our business.
In addition, from time to time, we are subject to various claims and suits arising out of the ordinary course of business, including commercial or employment related matters. Although individually we do not expect these claims or suits to have a material adverse effect on DexCom, in the aggregate they may divert significant time and resources from our staff.
32
Our inability to adequately protect our intellectual property could allow our competitors and others to produce products based on our technology, which could substantially impair our ability to compete.
Our success and our ability to compete depend, in part, upon our ability to maintain the proprietary nature of our technologies. We rely on a combination of patent, copyright and trademark law, and trade secrets and nondisclosure agreements to protect our intellectual property. However, such methods may not be adequate to protect us or permit us to gain or maintain a competitive advantage. Our patent applications may not issue as patents in a form that will be advantageous to us, or at all. Our issued patents, and those that may issue in the future, may be challenged, invalidated or circumvented, which could limit our ability to stop competitors from marketing related products. In addition, there are numerous recent changes to the patent laws and proposed changes to the rules of the United States Patent and Trademark Office, which may have a significant impact on our ability to protect our technology and enforce our intellectual property rights. For example, in September 2011, the
United States
enacted sweeping changes to the
United States
patent system under the Leahy-Smith America Invents Act, including changes that would transition the
United States
from a “first-to-invent” system to a “first-to-file” system and alter the processes for challenging issued patents. These changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.
To protect our proprietary rights, we may in the future need to assert claims of infringement against third parties. The outcome of litigation to enforce our intellectual property rights in patents, copyrights, trade secrets or trademarks is highly unpredictable, could result in substantial costs and diversion of resources, and could have a material adverse effect on our financial condition and results of operations regardless of the final outcome of such litigation. In the event of an adverse judgment, a court could hold that some or all of our asserted intellectual property rights are not infringed, invalid or unenforceable, and could award attorney fees.
Despite our efforts to safeguard our unpatented and unregistered intellectual property rights, we may not succeed in doing so or the steps taken by us in this regard may not be adequate to detect or deter misappropriation of our technology or to prevent an unauthorized third party from copying or otherwise obtaining and using our products, technology or other information that we regard as proprietary. In addition, third parties may be able to design around our patents. Furthermore, the laws of foreign countries may not protect our proprietary rights to the same extent as the laws of the United States.
33
We operate in a highly competitive market and face competition from large, well-established medical device manufacturers with significant resources, and, as a result, we may not be able to compete effectively.
The market for glucose monitoring devices is intensely competitive, subject to rapid change and significantly affected by new product introductions and other market activities of industry participants. In selling the G4 PLATINUM and G5 Mobile systems, we compete directly with Roche Diabetes Care, a division of Roche Diagnostics; LifeScan, Inc., a division of Johnson & Johnson; the Diabetes Care division of Abbott Laboratories, and Panasonic Healthcare Holdings’ Ascensia Diabetes Care (formerly Bayer Diabetes Care), each of which manufactures and markets products for the single-point finger stick device market. Collectively, these companies currently account for substantially all of the worldwide sales of self-monitored glucose testing systems. Several companies are developing or marketing short-term continuous glucose monitoring products that will compete directly with our products. To date, in addition to us, two other companies,
Medtronic, Inc. ("Medtronic")
and
Abbott Diabetes Care, Inc. ("Abbott")
, have received approval from the
FDA
to market, and actively market, continuous glucose monitors.
Abbott
has discontinued selling its Freestyle Navigator glucose monitoring system in the United States; however,
Abbott
filed a clinical study for home use of the Navigator II system in the United States and in October 2012 Abbott initiated a limited launch of the Navigator II system in Europe. We believe that
Abbott
is also conducting clinical studies on a new glucose monitoring platform and has commercialized this new system in Europe. We also believe Abbott has submitted a professional use version of this new system to the FDA for review. In addition, we believe that Roche and others, are developing invasive and non-invasive continuous glucose monitoring systems. Also, Medtronic, and other third parties, have developed, or are developing, insulin pumps augmented with continuous glucose monitoring systems that provide, among other things, the ability to suspend insulin administration while the user's glucose levels are low. Most of the companies developing or marketing competing devices are publicly traded or divisions of publicly traded companies, and these companies possess several competitive advantages, including:
|
•
|
significantly greater name recognition;
|
|
•
|
established relations with healthcare professionals, customers and third-party payors;
|
|
•
|
established distribution networks;
|
|
•
|
additional lines of products, and the ability to offer rebates or bundle products to offer higher discounts or incentives to gain a competitive advantage;
|
|
•
|
greater experience in conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products and marketing approved products;
|
|
•
|
the ability to integrate multiple products to provide additional features beyond continuous glucose monitoring; and
|
|
•
|
greater financial and human resources for product development, sales and marketing, and patent litigation.
|
As a result, we may not be able to compete effectively against these companies or their products, which may adversely impact our business.
We enter into collaborations with third parties that may not result in the development of commercially viable products or the generation of significant future revenues.
In the ordinary course of our business, we enter into collaborative arrangements to develop new products and to pursue new markets, such as our agreements with
Animas
and
Tandem
, to integrate our continuous glucose monitoring technology into their respective insulin delivery systems, and our agreement with
Verily
to develop a series of next-generation continuous glucose monitoring products. We have also entered into an OUS Commercialization Agreement, as amended, with
Animas
pursuant to which
Animas
retains the right to develop and market outside the United States an ambulatory insulin pump that is combined with our continuous glucose monitoring technology which has been branded the Vibe. In May 2011, we, together with
Animas
, received
CE Mark
certification for the Vibe, allowing it to be marketed in the countries that recognize
CE Mark
approval.
Animas
received
FDA
approval for the Vibe system in December 2014. On September 9, 2015
Tandem
received FDA approval for its sensor augmented insulin delivery system, the t:slim G4™ Insulin Pump.
We also previously entered into collaborative agreements with Insulet and Roche neither of which resulted in the successful development of a commercially viable product nor is anticipated to result in significant additional future revenues.
34
Many of the companies that we collaborate with are also competitors or potential competitors who may decide to terminate our collaborative arrangement. In the event of such a termination, we may be required to devote additional resources to product development and commercialization, we may need to cancel some development programs and we may face increased competition. Additionally, similar to the agreements with Roche, collaborations may not result in the development of products that achieve commercial success and could be terminated prior to developing any products. Former collaborators may use the experience and insights they develop in the course of their collaborations with us to initiate or accelerate their development of products that compete with our products, which may create competitive disadvantages for us. Accordingly, we cannot assure you that any of our collaborations will result in the successful development of a commercially viable product or result in significant additional future revenues.
In addition, our development timelines are highly dependent on our ability to achieve clinical endpoints and regulatory requirements and to overcome technology challenges, and may be delayed due to scheduling issues with patients and investigators, requests from institutional review boards, product performance and manufacturing supply constraints, among other factors. In addition, support of these clinical trials requires significant resources from employees involved in the production of our products, including research and development, manufacturing, quality assurance, and clinical and regulatory personnel. Even if our development and clinical trial efforts succeed, the
FDA
may not approve the combined products or may require additional product testing and clinical trials before approving the combined products, which would result in product launch delays and additional expense. If approved by the
FDA
, the combined products may not achieve acceptance in the marketplace by physicians and people with diabetes.
To date, no continuous glucose monitoring system has received
FDA
clearance as a replacement for single-point finger stick devices, and our current and future generation products may never be approved for that indication.
Our products do not eliminate the need for single-point finger stick devices and our future products may not be approved for that indication. No precedent for
FDA
approval of continuous glucose monitoring systems as a replacement for single-point finger stick devices has been established. Accordingly, there is no established study design or agreement regarding performance requirements or measurements in clinical trials for continuous glucose monitoring systems. If any of our competitors were to obtain replacement claim labeling for a continuous glucose monitoring system, our products may fail to compete effectively against that system and our business would suffer.
Technological breakthroughs by us or our competitors could materially impact sales of current or future generations of our products.
The glucose monitoring market is subject to rapid technological change and product innovation. Our products are based on our proprietary technology, but a number of companies and medical researchers are pursuing new technologies for the monitoring of glucose levels.
FDA
approval of a commercially viable continuous glucose monitor or sensor produced by one of our competitors could significantly reduce market acceptance of our systems. Several of our competitors are in various stages of developing continuous glucose monitors or sensors, including non-invasive and invasive devices, and the
FDA
has approved several of these competing products. In addition, the National Institutes of Health and other supporters of diabetes research are continually seeking ways to prevent, cure or improve treatment of diabetes. Therefore, our products may be rendered obsolete by technological breakthroughs in diabetes monitoring, treatment, prevention or cure.
In addition, in the periods leading up to the launch of new or upgraded versions of our continuous glucose monitoring products, our customers’ anticipation of the release of those products may cause them to cancel, change or delay current period purchases of our current products, which could have a material adverse effect on our business operations, financial condition and results of operations in current periods.
We face the risk of product liability claims and may not be able to maintain or obtain insurance.
Our business exposes us to the risk of product liability claims that is inherent in the testing, manufacturing and marketing of medical devices, including those which may arise from the misuse (including system hacking or other unauthorized access by third parties to our systems) or malfunction of, or design flaws in, our products. We may be subject to product liability claims if our products cause, or merely appear to have caused, an injury. Claims may be made by customers, healthcare providers or others selling our products. The risk of product liability claims may increase if our products obtain approved labeling in the United States that allows for our patients to make diabetes treatment decisions. The risk of claims may also increase if our products are subject to a product recall or seizure. An example of the difficulty of complying with the regulatory requirements associated with the manufacture of our products, on February 23, 2016, we issued a customer notification regarding the audible alarms and alerts associated with our receivers, as discussed earlier in the section entitled “
Business - Customer Notification
.”
35
Although we have product liability and clinical trial liability insurance that we believe is appropriate, this insurance is subject to deductibles and coverage limitations. Our current product liability insurance may not continue to be available to us on acceptable terms, if at all, and, if available, the coverage may not be adequate to protect us against any future product liability claims. Further, if additional products are approved for marketing, we may seek additional insurance coverage. If we are unable to obtain insurance at an acceptable cost or on acceptable terms with adequate coverage or otherwise protect against potential product liability claims, we will be exposed to significant liabilities, which may harm our business. A product liability claim, recall or other claim with respect to uninsured liabilities or for amounts in excess of insured liabilities could result in significant costs and significant harm to our business.
We may be subject to claims against us even if the apparent injury is due to the actions of others or misuse of the device. Our customers, either on their own or following the advice of their physicians, may use our products in a manner not described in the products' labeling and that differs from the manner in which it was used in clinical studies and approved by the
FDA
. For example, our current systems are designed to be used by an individual continuously for up to seven days, but the individual might be able to circumvent the safeguards designed into the systems and use the products for longer than seven days. Off-label use of products by customers is common, and any such off-label use of our products could subject us to additional liability. The CE Mark for our G5 Mobile system includes an indication that allows patients to make diabetes treatment decisions based on the information generated by such systems, although it still requires finger stick calibrations twice per day. In addition, the FDA or other regulatory agencies may in the future approve similar diabetes treatment indications. We expect that such diabetes treatment indications could expose us to additional liability. These liabilities could prevent or interfere with our product commercialization efforts. Defending a suit, regardless of merit, could be costly, could divert management attention and might result in adverse publicity, which could result in the withdrawal of, or inability to recruit, clinical trial volunteers or result in reduced acceptance of our products in the market.
We may be subject to fines, penalties and injunctions if we are determined to be promoting the use of our products for unapproved off-label uses.
Although we believe our promotional materials and training methods are conducted in compliance with
FDA
and other regulations, if the
FDA
determines that our promotional materials or training constitutes promotion of an unapproved use, the
FDA
could request that we modify our training or promotional materials or subject us to regulatory enforcement actions, including the issuance of a warning letter, injunction, seizure, civil fine and criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider promotional or training materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement.
If we are found to have violated laws protecting the use and confidentiality of patient health information, we could be subject to civil or criminal penalties, which could increase our liabilities and harm our reputation or our business.
There are a number of federal and state laws protecting the use and confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information. These laws include state medical privacy laws, breach notification laws and federal and state consumer protection laws. The Department of Health and Human Services has promulgated regulations implementing the privacy and electronic security requirements set forth in the Administrative Simplification provisions of
HIPAA
. These privacy rules protect medical records and other personal health information by limiting their use and disclosure, giving individuals the right to access, amend and seek accounting of their own health information and limiting most use and disclosures of health information to the minimum amount reasonably necessary to accomplish the intended purpose. We are also subject to laws and regulations in foreign countries covering data privacy and other protection of health and employee information that may be more onerous than corresponding U.S. laws, including in particular the laws of Europe. If we are found to be in violation of the privacy rules under
HIPAA
or other laws, we could be subject to civil or criminal penalties, which could increase our liabilities, harm our reputation and have a material adverse effect on our business, financial condition and results of operations.
36
The majority of our operations are conducted at four facilities in San Diego, California. Any disruption at these facilities could increase our expenses.
We take precautions to safeguard our facilities, which include manufacturing protocols, insurance, health and safety protocols, and off-site storage of computer data. However, a natural disaster, such as a fire, flood, earthquake, an act of terrorism, cyber attack or other disruptive event could cause substantial delays in our operations, damage or destroy our manufacturing equipment, inventory, or records and cause us to incur additional expenses. Earthquakes are of particular significance since our primary manufacturing facilities in California are located in an earthquake-prone area. In the event our existing manufacturing facilities or equipment are affected by man-made or natural disasters, we may be unable to manufacture products for sale or meet customer demands or sales projections. If our manufacturing operations were curtailed or ceased, it would seriously harm our business. The insurance we maintain against fires, floods, earthquakes and other natural disasters and similar events may not be adequate to cover our losses in any particular case. We are currently pursuing plans to establish a second facility outside of California to mitigate these risks.
Failure to protect our information technology infrastructure against cyber-based attacks, network security breaches, service interruptions, or data corruption could significantly disrupt our operations and adversely affect our business and operating results.
We rely on information technology and telephone networks and systems, including the Internet, to process and transmit sensitive electronic information and to manage or support a variety of business processes and activities, including sales, billing, customer service, procurement and supply chain, manufacturing, and distribution. We use enterprise information technology systems to record, process, and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal, and tax requirements. Our information technology systems, some of which are managed by third-parties, may be susceptible to damage, disruptions or shutdowns due to computer viruses, attacks by computer hackers, failures during the process of upgrading or replacing software, databases or components thereof, power outages, hardware failures, telecommunication failures, user errors or catastrophic events. Although we have developed systems and processes that are designed to protect customer information and prevent data loss and other security breaches, including systems and processes designed to reduce the impact of a security breach at a third party vendor, such measures cannot provide absolute security. If our systems are breached or suffer severe damage, disruption or shutdown and we are unable to effectively resolve the issues in a timely manner, our business and operating results may significantly suffer and we may be subject to litigation, government enforcement actions or potential liability. Security breaches could also cause us to incur significant remediation costs, result in product development delays, disrupt key business operations and divert attention of management and key information technology resources.
If our efforts to protect the security of information about our patients are unsuccessful, we could become subject to costly government enforcement actions and private litigation and our sales and reputation could suffer.
The nature of our business involves the receipt and storage of information about our patients. We have implemented programs to detect and alert us to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. We believe that companies have been increasingly subject to a wide variety of security incidents, cyber-attacks and other attempts to gain unauthorized access. These threats can come from a variety of sources, ranging in sophistication from an individual hacker to malfeasance by employees, consultants or other service providers to state-sponsored attacks. Cyber threats may be generic, or they may be custom-crafted against our information systems. Over the past year, cyber-attacks have become more prevalent and much harder to detect and defend against. Our network and storage applications may be vulnerable to cyber-attack, malicious intrusion, malfeasance, loss of data privacy or other significant disruption and may be subject to unauthorized access by hackers, employees, consultants or other service providers. In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deceiving our employees, contractors and temporary staff. If we experience significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be exposed to government enforcement actions and private litigation. In addition, our patients could further lose confidence in our ability to protect their information, which could cause them to discontinue using our products or purchasing from us altogether.
37
Our products may not continue to achieve market acceptance.
We expect that sales of our G4 PLATINUM system, which consists of a handheld receiver, reusable transmitter and disposable sensor, and our G5 Mobile system which consists of a handheld receiver, reusable transmitter, disposable sensors and a smartphone application that securely identifies, receives, deciphers and displays information transmitted by the transmitter, will account for substantially all of our product revenue for the foreseeable future. If and when we receive FDA approval for and begin commercialization of our next generation continuous glucose monitoring systems and sensors, we expect most patients will migrate onto those systems. Notwithstanding our prior experience in selling our products, we might be unable to successfully expand the commercialization of our products on a wide scale for a number of reasons, including:
|
•
|
the FDA approval of our G5 Mobile system in the United States in August 2015 and the approval to sell our G5 Mobile system in the countries that recognize our CE Mark means that we have relatively limited experience selling our G5 Mobile system;
|
|
•
|
the approval for a Pediatric Indication of our G5 Mobile system in the United States, and the countries that recognize our CE Mark means that we have limited experience selling and marketing the G5 Mobile system to persons aged two to 17 years or their legal guardians;
|
|
•
|
widespread market acceptance of our products by physicians and people with diabetes will largely depend on our ability to demonstrate their relative safety, efficacy, reliability, cost-effectiveness and ease of use;
|
|
•
|
the limited size of our sales force;
|
|
•
|
we may not have sufficient financial or other resources to adequately expand the commercialization efforts for our products;
|
|
•
|
our FDA and other regulatory submissions may be delayed, or approved with limited product labeling;
|
|
•
|
we may not be able to manufacture our products in commercial quantities or at an acceptable cost;
|
|
•
|
people with diabetes do not generally receive broad reimbursement from third-party payors for their purchase of our products since many payors require that a policy holder meet specific medical criteria to qualify for reimbursement, which may reduce widespread use of our products;
|
|
•
|
the uncertainties associated with establishing and qualifying new manufacturing facilities;
|
|
•
|
except for the G5 Mobile under the CE Mark, our systems are not labeled as a replacement for the information that is obtained from single-point finger stick devices;
|
|
•
|
people with diabetes will need to incur the costs of our systems in addition to single-point finger stick devices;
|
|
•
|
the relative immaturity of the continuous glucose monitoring market internationally, and the general absence of international reimbursement of continuous glucose monitoring devices by third-party payors and government healthcare providers outside the United States;
|
|
•
|
the introduction and market acceptance of competing products and technologies;
|
|
•
|
our inability to obtain sufficient quantities of supplies at appropriate quality levels from our single-source and other key suppliers;
|
|
•
|
our inability to manufacture products that perform in accordance with expectations of consumers; and
|
|
•
|
rapid technological change may make our technology and our products obsolete.
|
Our G4 PLATINUM and G5 Mobile systems are more invasive than current self-monitored glucose testing systems, including single-point finger stick devices, and people with diabetes may be unwilling to insert a sensor in their body, especially if their current diabetes management involves no more than two finger sticks per day. Moreover, people with diabetes may not perceive the benefits of continuous glucose monitoring and may be unwilling to change their current treatment regimens. In addition, physicians tend to be slow to change their medical treatment practices because of perceived liability risks arising from the use of new products. Physicians may not recommend or prescribe our products until (i) there is more long-term clinical evidence to convince them to alter their existing treatment methods, (ii) there are additional recommendations from prominent physicians that our products are effective in monitoring glucose levels and (iii) reimbursement or insurance coverage is more widely available. We cannot predict when, if ever, physicians and people with diabetes may adopt more widespread use of continuous glucose monitoring systems, including our systems. If our systems do not achieve an adequate level of acceptance by people with diabetes, physicians and healthcare payors, we may not generate significant product revenue and we may not become profitable.
38
Current uncertainty in global economic and political conditions makes it particularly difficult to predict product demand and other related matters and makes it more likely that our actual results could differ materially from expectations.
Our operations and performance depend on worldwide economic and political conditions, which have been adversely impacted by continued global economic uncertainty, political instability and military hostilities in multiple geographies, concerns over the downgrade of U.S. sovereign debt and continued sovereign debt, monetary and financial uncertainties in Europe and other foreign countries. These conditions have and may continue to make it difficult for our customers and potential customers to afford our products, and could cause our customers to stop using our products or to use them less frequently. If that were to occur, we may experience a decrease in revenue and our performance may be negatively impacted. In addition, the pressure on consumers to absorb more of their own health care costs has resulted in some cases in higher deductibles and limits on durable medical equipment, which may cause seasonality in purchasing patterns. Furthermore, during economic uncertainty, our customers have experienced job losses and may continue to experience issues gaining timely access to sufficient health insurance or credit, which could result in their unwillingness to purchase products or an impairment of their ability to make timely payments to us. We cannot predict the reoccurrence of any economic slowdown or the strength or sustainability of the economic recovery, worldwide, in the United States, or in our industry. These and other economic factors could have a material adverse effect on our financial condition and operating results.
We depend on clinical investigators and clinical sites to enroll patients in our clinical trials and other third parties to manage the trials and to perform related data collection and analysis, and, as a result, we may face costs and delays that are outside of our control.
We rely on clinical investigators and clinical sites to enroll patients in our clinical trials and other third parties to manage the trial and to perform related data collection and analysis. However, we may not be able to control the amount and timing of resources that clinical sites may devote to our clinical trials. If these clinical investigators and clinical sites fail to enroll a sufficient number of patients in our clinical trials or fail to ensure compliance by patients with clinical protocols or fail to comply with regulatory requirements, we will be unable to complete these trials, which could prevent us from obtaining regulatory approvals for our products. Our agreements with clinical investigators and clinical sites for clinical testing place substantial responsibilities on these parties and, if these parties fail to perform as expected, our trials could be delayed or terminated. If these clinical investigators, clinical sites or other third parties do not carry out their contractual duties or obligations or fail to meet expected deadlines, or if the quality or accuracy of the clinical data they obtain is compromised due to their failure to adhere to our clinical protocols, regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated, or the clinical data may be rejected by the FDA, and we may be unable to obtain regulatory approval for, or successfully commercialize, our products.
Healthcare reforms, changes in healthcare policies and changes to third-party reimbursements for our products may affect demand for our products.
Comprehensive healthcare legislation, signed into law in March 2010, imposes stringent compliance, recordkeeping, and reporting requirements on companies in various sectors of the life sciences industry, with which we may need to comply, and enhanced penalties for non-compliance with the new healthcare regulations. The impact of this legislation remains unclear, and costs of compliance with this legislation, or any future amendments thereto, could result in certain risks and expenses that we may have to assume.
Other political and regulatory influences are also subjecting our industry to significant changes, and we cannot predict whether new regulations will emerge at the federal or state level, or abroad. The U.S. government may in the future consider healthcare policies and proposals intended to curb rising healthcare costs, including those that could significantly affect reimbursement for healthcare products such as our systems. These policies have included, and may in the future include: basing reimbursement policies and rates on clinical outcomes, the comparative effectiveness and costs of different treatment technologies and modalities; imposing price controls and taxes on medical device providers; and other measures. Future significant changes in the healthcare systems in the United States or elsewhere could also have a negative impact on the demand for our current and future products. These include changes that may reduce reimbursement rates for our products and changes that may be proposed or implemented by the current or future U.S. Presidential administration or Congress.
In addition, the comprehensive healthcare reform legislation included an annual excise tax on the sale of medical devices equal to 2.3% of the price of the device starting on January 1, 2013, which does not include, under Internal Revenue Service (“IRS”) guidance, our existing systems as they are medical devices deemed to be generally purchased by the general public at retail under such legislation.
The Protecting Americans from Tax Hikes Act of 2015
was enacted on December 18, 2015, which provides a two-year moratorium on the medical device excise tax.
39
As a result, as of
December 31, 2015
, we believed that our current ambulatory products were exempt from the excise tax, except for our G4 PLATINUM system for professional use which is subject to the excise tax. The current tax liability related to our G4 PLATINUM system for professional use is immaterial, but may become material in the future. Notwithstanding our belief, if the IRS were to determine that this tax applies to any of our current or future products, our future operating results could be harmed, which in turn could cause the price of our stock to decline. In addition, because of the uncertainty surrounding these issues, the impact of this tax has not been reflected in our forward guidance.
We may be liable for contamination or other harm caused by materials that we handle, and changes in environmental regulations could cause us to incur additional expense.
Our research and development and clinical processes involve the handling of potentially harmful biological materials as well as hazardous materials. We are subject to federal, state and local laws and regulations governing the use, handling, storage and disposal of hazardous and biological materials and we incur expenses relating to compliance with these laws and regulations. If violations of environmental, health and safety laws occur, we could be held liable for damages, penalties and costs of remedial actions. These expenses or this liability could have a significant negative impact on our financial condition. We may violate environmental, health and safety laws in the future as a result of human error, equipment failure or other causes. Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations. We are subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes to or restrictions on permitting requirements or processes, hazardous or biological material storage or handling might require an unplanned capital investment or relocation. Failure to comply with new or existing laws or regulations could harm our business, financial condition and results of operations.
Failure to obtain regulatory approval in foreign jurisdictions will prevent us from marketing our products abroad.
We conduct limited commercial and marketing efforts in Canada, Europe, Australia, New Zealand, the Middle East, Latin America, Asia and Africa with respect to our continuous glucose monitoring systems and may seek to market our products in other regions in the future. Outside the United States, we can market a product only if we receive a marketing authorization and, in some cases, pricing approval, from the appropriate regulatory authorities. The approval procedure varies among countries and can involve additional testing, and the time required to obtain approval may differ from that required to obtain
FDA
approval. The foreign regulatory approval process may include all of the risks associated with obtaining
FDA
approval in addition to other risks. We may not obtain foreign regulatory approvals on a timely basis, if at all. Approval by the
FDA
does not ensure approval by regulatory authorities in other countries, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or by the
FDA
. In addition, in order to obtain the approval of our products in certain foreign jurisdictions, we may need to obtain a Certificate to Foreign Government from the
FDA
. The
FDA
may refuse to issue a Certificate to Foreign Government in certain instances, including without limitation, during the pendency of any outstanding warning letter. As a result, we may not be able to file for regulatory approvals and may not receive necessary approvals to commercialize our products in any market outside the United States on a timely basis, or at all.
Our success will depend on our ability to attract and retain our personnel.
We are highly dependent on our senior management, especially Terry Gregg, our Executive Chairman, Kevin Sayer, our President and Chief Executive Officer, Steven R. Pacelli, our Executive Vice President of Strategy and Corporate Development, Jorge Valdes, our Executive Vice President and Chief Technical Officer, Andrew K. Balo, our Executive Vice President of Clinical, Regulatory, and Quality, and Richard Doubleday, our Executive Vice President and Chief Commercial Officer. Our success will depend on our ability to retain our current management and to attract and retain qualified personnel in the future, including sales persons, scientists, clinicians, engineers and other highly skilled personnel. Competition for senior management personnel, as well as sales persons, scientists, clinicians and engineers, is intense and we may not be able to retain our personnel. The loss of the services of members of our senior management, scientists, clinicians or engineers could prevent the implementation and completion of our objectives, including the commercialization of our current products and the development and introduction of additional products. The loss of a member of our senior management or our professional staff would require the remaining executive officers to divert immediate and substantial attention to seeking a replacement. Each of our officers may terminate their employment at any time without notice and without cause or good reason. Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees.
40
We expect to continue to expand our operations and grow our research and development, manufacturing, sales and marketing, product development and administrative operations. We expect this expansion to place a significant strain on our management and it will require hiring a significant number of qualified personnel. Accordingly, recruiting and retaining such personnel will be critical to our success. There is intense competition from other companies and research and academic institutions for qualified personnel in the areas of our activities. If we fail to identify, attract, retain and motivate these skilled personnel, we may be unable to continue our development and commercialization activities.
We may face risks associated with acquisitions of companies, products and technologies and our business could be harmed if we are unable to address these risks.
If we are presented with appropriate opportunities, we could acquire or make other investments in complementary companies, products or technologies. In March 2012, we acquired
SweetSpot
. We may not realize the anticipated benefit of the acquisition of
SweetSpot
or any future acquisition, or the realization of the anticipated benefits may require greater expenditures than anticipated by us. We will likely face risks, uncertainties and disruptions associated with the integration process, including difficulties in the integration of the operations and services of any acquired company, integration of acquired technology with our products, diversion of our management's attention from other business concerns, the potential loss of key employees or customers of the acquired businesses and impairment charges if future acquisitions are not as successful as we originally anticipate. If we fail to successfully integrate other companies, products or technologies that we acquire, our business could be harmed. Furthermore, we may have to incur debt or issue equity securities to pay for any additional future acquisitions or investments, the issuance of which could be dilutive to our existing shareholders. In addition, our operating results may suffer because of acquisition-related costs or amortization expenses or charges relating to acquired intangible assets.
Compliance with regulations relating to public company corporate governance matters and reporting is time consuming and expensive.
Many laws and regulations, notably those adopted in connection with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, new SEC regulations and The NASDAQ Stock Market listing rules, impose obligations on public companies, such as ours, which have increased the scope, complexity and cost of corporate governance, reporting and disclosure practices. Compliance with these laws and regulations, including enhanced new disclosures, has required and will continue to require substantial management time and oversight and the incurrence of significant accounting and legal costs. The effects of new laws and regulations remain unclear and will likely require substantial management time and oversight and require us to incur significant additional accounting and legal costs. Additionally, changes to existing accounting rules or standards, such as the potential requirement that U.S. registrants prepare financial statements in accordance with International Financial Reporting Standards, may adversely impact our reported financial results and business, and may require us to incur greater accounting fees.
If we are unable to successfully maintain effective internal control over financial reporting, investors may lose confidence in our reported financial information and our stock price and our business may be adversely impacted.
As a public company, we are required to maintain internal control over financial reporting and our management is required to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year. If we are not successful in maintaining effective internal control over financial reporting, there could be inaccuracies or omissions in the consolidated financial information we are required to file with the SEC. Additionally, even if there are no inaccuracies or omissions, we will be required to publicly disclose the conclusion of our management that our internal control over financial reporting or disclosure controls and procedures are not effective. These events could cause investors to lose confidence in our reported financial information, adversely impact our stock price, result in increased costs to remediate any deficiencies, attract regulatory scrutiny or lawsuits that could be costly to resolve and distract management’s attention, limit our ability to access the capital markets or cause our stock to be delisted from The NASDAQ Global Select Market or any other securities exchange on which it is then listed.
Valuation of share-based payments, which we are required to perform for purposes of recording compensation expense under authoritative guidance for share-based payment, involves assumptions that are subject to change and difficult to predict.
We record compensation expense in the consolidated statement of operations for share-based payments, such as employee stock options, restricted stock units and employee stock purchase plan shares, using the fair value method. The requirements of the authoritative guidance for share-based payment have and will continue to have a material effect on our future financial results reported under
U.S. GAAP
and make it difficult for us to accurately predict the impact on our future financial results.
41
For instance, estimating the fair value of share-based payments is highly dependent on assumptions regarding the future exercise behavior of our employees and changes in our stock price. The actual values realized upon the exercise, expiration, early termination or forfeiture of share-based payments might be significantly different than our estimates of the fair values of those awards as determined at the date of grant. If there are errors in our input assumptions for our valuations models, we may inaccurately calculate actual or estimated compensation expense for share-based payments.
The authoritative guidance for share-based payment could also adversely impact our ability to provide accurate guidance on our future financial results as assumptions that are used to estimate the fair value of share-based payments are based on estimates and judgments that may differ from period to period. We may also be unable to accurately predict the amount and timing of the recognition of tax benefits associated with share-based payments as they are highly dependent on the exercise behavior of our employees and the price of our stock relative to the exercise price of each outstanding stock option.
For those reasons, among others, the authoritative guidance for share-based payment may create variability and uncertainty in the share-based compensation expense we will record in future periods, which could adversely impact our stock price and increase our expected stock price volatility as compared to prior periods.
Changes in financial accounting standards or practices or existing taxation rules or practices may cause adverse unexpected revenue and/or expense fluctuations and affect our reported results of operations.
A change in accounting standards or practices or a change in existing taxation rules or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and taxation rules and varying interpretations of accounting pronouncements and taxation practice have occurred and may occur in the future. The method in which we market and sell our products may have an impact on the manner in which we recognize revenue. In addition, changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. Additionally, changes to existing accounting rules or standards, such as the potential requirement that U.S. registrants prepare financial statements in accordance with International Financial Reporting Standards, may adversely impact our reported financial results and business, and may further require us to incur greater accounting fees.
The SEC ”conflict minerals” rule has caused us to incur additional expenses, could limit the supply and increase the cost of certain metals used in manufacturing our products, and could make us less competitive in our target markets.
We are required to disclose the origin, source and chain of custody of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured. The requirement mandates companies to obtain sourcing data from suppliers, engage in supply chain due diligence, and file annually with the SEC a specialized disclosure report on Form SD covering the prior calendar year. The rule could limit our ability to source at competitive prices and to secure sufficient quantities of certain minerals used in the manufacture of our products, specifically tantalum, tin, gold and tungsten, as the number of suppliers that provide conflict-free minerals may be limited. In addition, we have incurred, and may continue to incur, material costs associated with complying with the rule, such as costs related to the determination of the origin, source and chain of custody of the minerals used in our products, the adoption of conflict minerals-related governance policies, processes and controls, and possible changes to products or sources of supply as a result of such activities. Within our supply chain, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the data collection and due diligence procedures that we implement, which may harm our reputation. Furthermore, we may encounter challenges in satisfying those customers that require that all of the components of our products be certified as conflict free, and if we cannot satisfy these customers, they may choose a competitor’s products. We continue to investigate the presence of conflict materials within our supply chain.
Risks Related to Our Common Stock
Our stock price is highly volatile and investing in our stock involves a high degree of risk, which could result in substantial losses for investors.
Historically, the market price of our common stock, like the securities of many other medical products companies, fluctuates and could continue to be volatile in the future. From January 1, 2015 through
February 23, 2016
, the closing price of our common stock on the NASDAQ Global Select Market was as high as $101.91 per share and as low as $53.38 per share.
42
The market price of our common stock is influenced by many factors that are beyond our control, including the following:
|
•
|
securities analyst coverage or lack of coverage of our common stock or changes in their estimates of our financial performance;
|
|
•
|
variations in quarterly operating results;
|
|
•
|
future sales of our common stock by our stockholders;
|
|
•
|
investor perception of us and our industry;
|
|
•
|
announcements by us or our competitors of significant agreements, acquisitions or capital commitments;
|
|
•
|
changes in market valuation or earnings of our competitors;
|
|
•
|
general economic conditions;
|
|
•
|
regulatory actions;
|
|
•
|
legislation and political conditions; and
|
|
•
|
terrorist acts.
|
Please also refer to the factors described above in this “Risk Factors” section. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated and disproportionate to the operating performance of companies in our industry. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.
Further, securities class action litigation has often been brought against public companies that experience periods of volatility in the market prices of their securities. Securities class action litigation could result in substantial costs and a diversion of our management's attention and resources.
If our financial performance fails to meet the expectations of investors and public market analysts, the market price of our common stock could decline.
Our revenues and operating results may fluctuate significantly from quarter to quarter. We believe that period-to-period comparisons of our operating results may not be meaningful and should not be relied on as an indication of our future performance. If quarterly revenues or operating results fall below the expectations of investors or public market analysts, the trading price of our common stock could decline substantially. Factors that might cause quarterly fluctuations in our operating results include:
|
•
|
our inability to manufacture an adequate supply of product at appropriate quality levels and acceptable costs;
|
|
•
|
possible delays in our research and development programs or in the completion of any clinical trials;
|
|
•
|
a lack of acceptance of our products in the marketplace by physicians and people with diabetes;
|
|
•
|
the inability of customers to receive reimbursements from third-party payors;
|
|
•
|
failures to comply with regulatory requirements, which could lead to withdrawal of products from the market;
|
|
•
|
our failure to continue the commercialization of any of our continuous glucose monitoring systems;
|
|
•
|
competition;
|
|
•
|
inadequate financial and other resources; and
|
|
•
|
global and political economic conditions, political instability and military hostilities.
|
The fall in our common stock trading price that occurred in early February 2016, is an example of these risks.
Failure to comply with covenants in our loan agreement with Silicon Valley Bank and Oxford Finance LLC could result in our inability to borrow additional funds and adversely impact our business.
We have entered into a loan and security agreement with the Silicon Valley Bank and Oxford Finance LLC to fund our business operations. This loan and security agreement imposes numerous financial and other restrictive covenants on our operations, including covenants relating to our general profitability and our liquidity. As of
December 31, 2015
, we were in compliance with the covenants imposed by the loan and security agreement. If we violate these or any other covenants, any outstanding amounts under these agreements could become due and payable prior to their stated maturity dates, each lender could proceed against any collateral in our operating accounts and our ability to borrow funds in the future may be restricted or eliminated. These restrictions may also limit our ability to borrow additional funds and pursue other business opportunities or strategies that we would otherwise consider to be in our best interests.
43
The issuance of shares by us in the future or sales of shares by our stockholders may cause the market price of our common stock to drop significantly, even if our business is performing well.
This issuance of shares by us in the future or sales of shares by our stockholders may cause the market price of our common stock to decline, perhaps significantly, even if our business is performing well. The market price of our common stock could also decline if there is a perception that sales of our shares are likely to occur in the future. This might also make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Also, we may issue securities in connection with future financings and acquisitions, and those shares could dilute the holdings of other stockholders.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future and the terms of our loan and security agreement restrict our ability to declare or pay any dividends. As a result, stockholders may only receive a return on their investment in our common stock if the market price of our common stock increases.
Anti-takeover effects of our charter documents and Delaware law could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock.
In addition, there are provisions in our certificate of incorporation and bylaws, as well as provisions in the Delaware General Corporation Law, that may discourage, delay or prevent a change of control that might otherwise be beneficial to stockholders. For example:
|
•
|
our Board of Directors may, without stockholder approval, issue shares of preferred stock with special voting or economic rights;
|
|
•
|
our stockholders do not have cumulative voting rights and, therefore, each of our directors can only be elected by holders of a majority of our outstanding common stock;
|
|
•
|
a special meeting of stockholders may only be called by a majority of our Board of Directors, the Chairman of our Board of Directors, or our Chief Executive Officer;
|
|
•
|
our stockholders may not take action by written consent;
|
|
•
|
our Board of Directors is divided into three classes, only one of which is elected each year; and
|
|
•
|
we require advance notice for nominations for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
None.
|
ITEM 2.
|
PROPERTIES
|
The following table summarizes the facilities we lease as of
December 31, 2015
, including the location and size of each principal facility, and their designated use.
|
Location
|
Approximate Square Feet
|
Operation
|
Lease Expiration Dates
|
|
|
San Diego, CA
|
327,000
|
|
Laboratory, Manufacturing, Research and Development, Warehouse, General and Administrative, Sales and Marketing
|
2022*
|
|
Portland, OR
|
4,100
|
|
Research and Development, General and Administrative
|
2017
|
|
Fort Lauderdale, FL
|
3,500
|
|
Research and Development
|
2015
|
|
Stockholm, Sweden
|
300
|
|
Sales
|
2017
|
* not including renewals that would be at our option to extend the term of this lease for two additional five-year terms.
On February 1, 2016, we leased an additional
132,600
square feet of office space in San Diego, CA through January 2022. For additional detail see Note 10 “Subsequent Events” in the Notes to our Consolidated Financial Statements in this Form 10-K.
44
We believe our facilities are adequate for our current and near-term needs, and that we will be able to locate additional facilities as needed.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
We are subject to various claims, complaints and legal actions that arise from time to time in the normal course of business. In addition, from time to time, we may bring claims or initiate lawsuits against various third parties with respect to matters arising out of the ordinary course of our business, including commercial and employment related matters. We do not believe we are party to any currently pending legal proceedings, the outcome of which could have a material adverse effect on our operations or financial position. There can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
Not applicable.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
DexCom’s common stock is traded on the NASDAQ Global Select Market under the symbol “DXCM.” As of
February 18, 2016
, there were approximately 51 stockholders of record, excluding stockholders whose shares were held in nominee or street name by brokers. We have not paid any cash dividends, do not currently have plans to do so in the foreseeable future and the terms of our loan and security agreement restrict our ability to declare or pay any dividends.
The following table sets forth the high and low intraday sales price per share for DexCom’s common stock for the periods indicated:
|
High
|
Low
|
|||||||
|
Year Ended December 31, 2015
|
||||||||
|
First Quarter
|
$
|
64.64
|
|
$
|
53.30
|
|
||
|
Second Quarter
|
$
|
80.57
|
|
$
|
60.80
|
|
||
|
Third Quarter
|
$
|
103.29
|
|
$
|
76.46
|
|
||
|
Fourth Quarter
|
$
|
89.44
|
|
$
|
70.29
|
|
||
|
|
High
|
Low
|
||||||
|
Year Ended December 31, 2014
|
||||||||
|
First Quarter
|
$
|
49.83
|
|
$
|
34.13
|
|
||
|
Second Quarter
|
$
|
42.46
|
|
$
|
28.09
|
|
||
|
Third Quarter
|
$
|
46.37
|
|
$
|
34.67
|
|
||
|
Fourth Quarter
|
$
|
58.32
|
|
$
|
38.77
|
|
||
Neither we nor any affiliated purchaser repurchased any of our equity securities in fiscal year
2015
.
The information required by this Item concerning shares reserved for issuance under our equity compensation plans is incorporated by reference to information set forth in the Proxy Statement.
45
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
The consolidated statements of operations data for the years ended
December 31,
2015
,
2014
, and
2013
and the consolidated balance sheet data as of
December 31,
2015
and
2014
have been derived from our audited consolidated financial statements included elsewhere in this Annual Report. The statements of operations data for the years ended
December 31,
2012
and
2011
and the consolidated balance sheet data as of
December 31,
2013
,
2012
and
2011
have been derived from our audited financial statements not included in this Annual Report. The following selected financial data should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and consolidated financial statements and related notes to those statements included elsewhere in this Annual Report.
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
2014
|
2013
|
2012
|
2011
|
|||||||||||||||
|
|
(in millions, except per share data)
|
|||||||||||||||||||
|
Consolidated Statements of Operations Data:
|
||||||||||||||||||||
|
Product revenue
|
$
|
400.7
|
|
$
|
257.1
|
|
$
|
157.1
|
|
$
|
93.0
|
|
$
|
65.9
|
|
|||||
|
Development grant and other revenue
|
1.3
|
|
2.1
|
|
2.9
|
|
6.9
|
|
10.4
|
|
||||||||||
|
Total revenue
|
402.0
|
|
259.2
|
|
160.0
|
|
99.9
|
|
76.3
|
|
||||||||||
|
Product cost of sales
|
123.6
|
|
82.3
|
|
58.1
|
|
48.3
|
|
36.6
|
|
||||||||||
|
Development and other cost of sales
|
—
|
|
0.6
|
|
1.8
|
|
5.0
|
|
3.8
|
|
||||||||||
|
Total cost of sales
|
123.6
|
|
82.9
|
|
59.9
|
|
53.3
|
|
40.4
|
|
||||||||||
|
Gross profit
|
278.4
|
|
176.3
|
|
100.1
|
|
46.6
|
|
35.9
|
|
||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
Research and development
|
137.5
|
|
69.4
|
|
44.8
|
|
38.3
|
|
29.6
|
|
||||||||||
|
Selling, general and administrative
|
198.0
|
|
128.4
|
|
84.2
|
|
64.0
|
|
51.1
|
|
||||||||||
|
Total operating expenses
|
335.5
|
|
197.8
|
|
129.0
|
|
102.3
|
|
80.7
|
|
||||||||||
|
Operating loss
|
(57.1
|
)
|
(21.5
|
)
|
(28.9
|
)
|
(55.7
|
)
|
(44.8
|
)
|
||||||||||
|
Interest and other income
|
—
|
|
—
|
|
—
|
|
0.1
|
|
0.1
|
|
||||||||||
|
Interest expense
|
(0.4
|
)
|
(0.8
|
)
|
(0.9
|
)
|
(0.2
|
)
|
—
|
|
||||||||||
|
Loss before income taxes
|
(57.5
|
)
|
(22.3
|
)
|
(29.8
|
)
|
(55.8
|
)
|
(44.7
|
)
|
||||||||||
|
Income tax expense (benefit)
|
0.1
|
|
0.1
|
|
—
|
|
(1.3
|
)
|
—
|
|
||||||||||
|
Net loss
|
$
|
(57.6
|
)
|
$
|
(22.4
|
)
|
$
|
(29.8
|
)
|
$
|
(54.5
|
)
|
$
|
(44.7
|
)
|
|||||
|
Basic and diluted net loss per share attributable to common stockholders
(1)
|
$
|
(0.72
|
)
|
$
|
(0.30
|
)
|
$
|
(0.42
|
)
|
$
|
(0.79
|
)
|
$
|
(0.68
|
)
|
|||||
|
Shares used to compute basic and diluted net loss per share attributable to common stockholders
(1)
|
79.8
|
|
75.2
|
|
71.1
|
|
68.7
|
|
65.6
|
|
||||||||||
|
|
As of December 31,
|
|||||||||||||||||||
|
|
2015
|
2014
|
2013
|
2012
|
2011
|
|||||||||||||||
|
|
(in millions)
|
|||||||||||||||||||
|
Consolidated Balance Sheet Data:
|
||||||||||||||||||||
|
Cash, cash equivalents, and short-term marketable securities
|
$
|
115.2
|
|
$
|
83.6
|
|
$
|
54.6
|
|
$
|
48.7
|
|
$
|
82.0
|
|
|||||
|
Working capital
|
164.4
|
|
105.3
|
|
61.0
|
|
58.1
|
|
89.8
|
|
||||||||||
|
Total assets
|
292.0
|
|
184.6
|
|
122.5
|
|
106.0
|
|
120.5
|
|
||||||||||
|
Long term obligations
|
3.9
|
|
3.8
|
|
6.3
|
|
9.5
|
|
1.3
|
|
||||||||||
|
Total stockholders’ equity
|
221.2
|
|
140.2
|
|
84.1
|
|
77.0
|
|
104.5
|
|
||||||||||
|
(1)
|
See Note 2 of the notes to our consolidated financial statements for a description of the method used to compute basic and diluted net loss per share attributable to common stockholders.
|
46
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document, including the following Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that are not purely historical regarding DexCom's or its management's intentions, beliefs, expectations and strategies for the future. These forward-looking statements fall within the meaning of the federal securities laws that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements are made as of the date of this report, deal with future events, are subject to various risks and uncertainties, and actual results could differ materially from those anticipated in those forward looking statements. The risks and uncertainties that could cause actual results to differ materially are more fully described under “Risk Factors” and elsewhere in this report, and our other reports filed with the SEC. Except as required by law, we assume no obligation to update any of the forward-looking statements after the date of this report or to conform these forward-looking statements to actual results.
Overview
We are a medical device company primarily focused on the design, development and commercialization of continuous glucose monitoring (“CGM”) systems for ambulatory use by people with diabetes and for use by healthcare providers for the treatment of people with and without diabetes. Unless the context requires otherwise, the terms "we," "us," "our," the "company," or "DexCom" refer to DexCom, Inc. and its subsidiaries.
From inception to 2006, we devoted substantially all of our resources to start-up activities, raising capital and research and development, including product design, testing, manufacturing and clinical trials. Since 2006, we have devoted considerable resources to the commercialization of our ambulatory continuous glucose monitoring systems, including the SEVEN PLUS, G4 PLATINUM and G5 Mobile, as well as the continued research and clinical development of our technology platform.
As of
December 31, 2015
, we generated
$1.1 billion
of product and development grant and other (non-product) revenue, and we have incurred net losses in each year since our inception in May 1999. As of
December 31, 2015
, we had an accumulated deficit of
$555.4 million
. We expect our losses to continue as we proceed with our commercialization and research and development activities. We have financed our operations primarily through offerings of equity securities and debt, and the sales of our products.
Financial Operations
Revenue
We sell our durable systems and disposable units through a direct sales force in the United States and through distribution arrangements in the United States, Canada, Australia, New Zealand, and in portions of Europe, Asia, the Middle East, Latin America and Africa. We have contracts with
certain distributors who stock our products, and we refer to these distributors as Stocking Distributors
, whereby the distributors fulfill orders for our product from their inventory. We also have contracts with certain distributors that do not stock our products, but rather
products are shipped directly to the customer by us on behalf of our distributor, and we refer to these distributors as Drop-Ship Distributors
. We expect that revenues we generate from the sales of our products will fluctuate from quarter to quarter. Between 2008 and 2015, we entered into joint development and collaboration agreements with
Animas
and
Tandem
, as well as other third parties under agreements that have since expired or been terminated, under which we recognized development grant and other revenue received pursuant to each agreement ratably over the term of the development period. We recognize development milestones associated with each agreement as revenue upon achievement of each milestone if the milestone is considered substantive.
Cost of Sales
Product cost of sales includes direct labor and materials costs related to each product sold or produced, including assembly, test labor and scrap, as well as factory overhead supporting our manufacturing operations. Factory overhead includes facilities, material procurement and control, manufacturing engineering, quality assurance, supervision and management. These costs are primarily salary, fringe benefits, share-based compensation, facility expense, supplies and purchased services. A portion of our costs are currently fixed due to our moderate level of production volumes compared to our potential capacity. All of our manufacturing costs are included in product cost of sales. Development and other cost of sales consists primarily of salaries, fringe benefits, facility expense, and supplies directly attributable to our development or service contracts.
47
Research and Development
Our research and development expenses primarily consist of engineering and research expenses related to our continuous glucose monitoring technology, clinical trials, regulatory expenses, quality assurance programs, materials and products for clinical trials. Research and development expenses are primarily related to employee compensation, including salary, fringe benefits, share-based compensation, and temporary employee expenses. We also incur significant expenses to operate our clinical trials including clinical site reimbursement, clinical trial product and associated travel expenses. Our research and development expenses also include fees for design services, contractors and development materials.
Selling, General and Administrative
Our selling, general and administrative expenses primarily consist of salary, fringe benefits and share-based compensation for our executive, financial, sales, marketing and administrative functions. Other significant expenses include trade show expenses, sales samples, insurance, professional fees for our outside legal counsel and independent auditors, litigation expenses, patent application expenses and consulting expenses.
Results of Operations
Fiscal year ended
December 31, 2015
Compared to
December 31, 2014
Revenue, Cost of Sales and Gross Profit
Product revenues
increased
$143.6 million
to
$400.7 million
for the
twelve months
ended
December 31, 2015
compared to
$257.1 million
for the
twelve months
ended
December 31, 2014
based primarily on increased sales volume of our disposable sensors due to the continued growth of our installed base of customers using our G4 PLATINUM and G5 Mobile systems and durable systems to both new and existing customers. Revenue attributable to our disposable sensors and durable systems was approximately 70% and 30%, respectively, of total product revenue, for each of the
twelve months
ended
December 31, 2015
and
2014
. There were no sales of the SEVEN PLUS, during the
twelve months
ended
December 31, 2015
. Sales of the SEVEN PLUS represented less than 1% of our revenues for the
twelve months
ended
December 31, 2014
.
Product cost of sales
increased
$41.3 million
to
$123.6 million
for the
twelve months
ended
December 31, 2015
compared to
$82.3 million
for the
twelve months
ended
December 31, 2014
primarily due to increased sales volume. The product gross profit of
$277.1 million
for the
twelve months
ended
December 31, 2015
increased
$102.3 million
compared to
$174.8 million
for the same period in
2014
, primarily due to increased revenue. In conjunction with the
FDA
approval and launch of the G4 PLATINUM with Share during the first quarter of 2015, the product gross profit for the
twelve months
ended
December 31, 2015
included $2.0 million in additional excess and obsolete inventory.
Revenue from products shipped to our
Drop-Ship Distributors
’ customers was
$39.0 million
, or
10%
, of our total revenues for the
twelve months
ended
December 31, 2015
compared to
$31.8 million
, or
12%
, of our total revenues for the
twelve months
ended
December 31, 2014
. Revenue from products shipped to
Stocking Distributors
was
$244.0 million
, or
61%
, of our total revenues for the
twelve months
ended
December 31, 2015
compared to
$143.2 million
, or
55%
, of our total revenues for the
twelve months
ended
December 31, 2014
.
Development grant and other revenues
decreased
$0.8 million
to
$1.3 million
for the
twelve months
ended
December 31, 2015
compared to
$2.1 million
for the
twelve months
ended
December 31, 2014
. We did not incur any development and other cost of sales during the
twelve months
ended
December 31, 2015
. Development and other cost of sales was
$0.6 million
during the
twelve months
ended
December 31, 2014
. The
decrease
in development grant and other revenues during the
twelve months
ended
December 31, 2015
was primarily due to the completion of development activities with
Edwards
. The decrease in costs associated with development was primarily due to fewer development obligations during the period with respect to our collaboration and development arrangements.
Research and Development.
Research and development expense
increased
$68.1 million
to
$137.5 million
for the
twelve months
ended
December 31, 2015
, compared to
$69.4 million
for the
twelve months
ended
December 31, 2014
. The
increase
was primarily due to the upfront fee related to
Verily Collaboration Agreement
costs, additional headcount and costs to support development of future products. Significant elements of the
increase
in research and development costs included $36.5 million in non-cash expense associated with the issuance of
404,591
shares in August 2015 related to the
Verily Collaboration Agreement
, $
12.4 million
in additional salaries, bonus and payroll related costs, and
$11.5 million
in additional share-based compensation costs driven by the higher grant date fair value of awards as a result of our increased stock price.
Selling, General and Administrative.
Selling, general and administrative expense
increased
$69.6 million
to
$198.0 million
for the
twelve months
ended
December 31, 2015
, compared to
$128.4 million
for the
twelve months
ended
December 31, 2014
. The
increase
was primarily due to
higher
headcount related selling costs, marketing campaigns and information technology infrastructure costs to support revenue growth and the continued commercialization of our products.
48
Significant elements of the
increase
in selling, general, and administrative expenses included $
17.6 million
in additional share-based compensation costs driven by the higher grant date fair value of awards as a result of our increased stock price, $
16.3 million
in additional salaries, bonus, and payroll related costs, $
10.0 million
in additional marketing costs, and $
2.8 million
in additional facilities costs.
Interest Expense.
Interest expense was
$0.4 million
and
$0.8 million
for the
twelve months
ended
December 31, 2015
and
2014
, respectively, and is related to our Loan Agreement.
Income Tax Expense.
Income tax expense was $0.1 million for each of the
twelve months
ended
December 31, 2015
December 31, 2014
. Income tax expense is primarily related to state minimum taxes and foreign income taxes related to our subsidiary in Sweden.
Fiscal year ended December 31, 2014 Compared to December 31, 2013
Revenue, Cost of Sales and Gross Profit
Product revenue increased $100.0 million to $257.1 million for the twelve months ended December 31, 2014, compared to $157.1 million for the twelve months ended December 31, 2013 based primarily on increased sales volume of our durable systems and disposable sensors, due to the continued growth of our installed base of customers using our G4 PLATINUM system. Revenue attributable to our disposable sensors and durable systems was approximately 70% and 30%, respectively, of total product revenue, for each of the
twelve months
ended
December 31, 2014
and 2013. Sales of the SEVEN PLUS represented less than 1% of our revenues for the
twelve months
ended
December 31, 2014
and approximately 9% of our revenues for the twelve months ended December 31, 2013.
Product cost of sales increased $24.2 million to $82.3 million for the twelve months ended December 31, 2014 compared to $58.1 million for the twelve months ended December 31, 2013 primarily due to increased sales volume. The product gross profit of $174.8 million for the twelve months ended December 31, 2014 increased $75.8 million compared to $99.0 million for the same period in 2013, primarily due to increased revenue and the greater sales mix of our higher margin G4 PLATINUM system compared to our SEVEN PLUS system.
Revenue from products shipped to our Drop-Ship Distributors’ customers was $31.8 million, or 12%, of our total revenues for the twelve months ended December 31, 2014, compared to $23.4 million, or 15%, of our total revenues for the twelve months ended December 31, 2013. Revenue from the shipment of products to Stocking Distributors was $143.2 million, or 55%, of our total revenues for the twelve months ended December 31, 2014, compared to $70.5 million, or 44%, of our total revenues for the twelve months ended December 31, 2013.
Development grant and other revenues decreased $0.8 million to $2.1 million for the twelve months ended December 31, 2014, compared to $2.9 million for the twelve months ended December 31, 2013. Development and other cost of sales decreased $1.2 million to $0.6 million for the twelve months ended December 31, 2014, compared to $1.8 million for the twelve months ended December 31, 2013. The decrease in development grant and other revenues during the twelve months ended December 31, 2014 was primarily due to the termination of a Research and Development Agreement with Roche Diagnostics Operations, Inc. in February 2013 and the completion of development activities under the Collaboration Agreement with Edwards, partially offset by the $1.0 million milestone received in July 2014 from Tandem related to their regulatory submission to the FDA of a CGM- enabled insulin pump. The decrease in costs associated with development was primarily due to fewer development obligations during the period with respect to our collaboration and development arrangements.
Research and Development.
Research and development expense increased $24.6 million to $69.4 million for the twelve months ended December 31, 2014, compared to $44.8 million for the twelve months ended December 31, 2013. The increase was primarily due to additional non-cash share-based compensation costs and additional headcount and consulting costs to support development of future products. Significant elements of the increase in research and development costs included $8.5 million in additional share-based compensation, $8.2 million in additional consulting costs, and $6.2 million in additional salaries, bonus and payroll related costs, partially offset by $2.8 million in lower non-cash charges related to fair value adjustments of the SweetSpot acquisition contingent consideration resulting from updates to assumed probability of achievement of milestones and adjustments to the discount periods.
Selling, General and Administrative.
Selling, general and administrative expense increased $44.2 million to $128.4 million for the twelve months ended December 31, 2014, compared to $84.2 million for the twelve months ended December 31, 2013. The increase was primarily due to higher headcount related selling costs and information technology infrastructure costs to support revenue growth and the continued commercialization of our products. Significant elements of the increase in selling, general, and administrative expenses included $15.0 million in additional share-based compensation costs, $10.7 million in additional salaries, bonus, and payroll related costs, $4.6 million in additional sales commissions, and $1.5 million in additional temporary labor costs.
49
Interest Expense.
Interest expense was $0.8 million and $0.9 million for the twelve months ended December 31, 2014 and 2013, respectively, and is related to our Loan Agreement.
Income Tax Expense/Benefit.
Income tax expense was $0.1 million for the twelve months ended December 31, 2014, compared to a benefit of $12,000 for the twelve months ended December 31, 2013. The increase in income tax expense was due to increases in state minimum taxes and foreign income taxes related to our subsidiary in Sweden.
Liquidity and Capital Resources
We have incurred losses since our inception in May 1999. As of
December 31, 2015
, we had an accumulated deficit of
$555.4 million
and had working capital of
$164.4 million
. Our cash, cash equivalents and short-term marketable securities totaled
$115.2 million
. To date, we have funded our operations primarily through offerings of equity securities and debt, and the sales of our products.
In July 2013, we were awarded the Helmsley Grant from the Helmsley Trust to accelerate the development of our
Gen 6 Sensor
. The funding was milestone based and was contingent upon our meeting specific development milestones related to the Gen 6 Sensor over a period of several years. All such milestones have now been met. Upon the successful commercialization of the
Gen 6 Sensor
, we are obligated to either (1) make royalty payments of up to $2.0 million per year for four years, or (2) at our sole election, make a one-time $6.0 million royalty payment. As of
December 31, 2015
, we have received the full
$4.0 million
of the Helmsley Grant funds.
Cash Flow Summary
|
(In millions)
|
Years Ended December 31,
|
Change
|
|||||||||||||||||
|
2015
|
2014
|
2013
|
2015 vs 2014
|
2014 vs 2013
|
|||||||||||||||
|
Net cash provided by operating activities
|
$
|
49.0
|
|
$
|
23.6
|
|
$
|
2.4
|
|
$
|
25.4
|
|
$
|
21.2
|
|
||||
|
Net cash provided by (used in) investing activities
|
$
|
(51.5
|
)
|
$
|
(16.8
|
)
|
$
|
20.9
|
|
$
|
(34.7
|
)
|
$
|
(37.7
|
)
|
||||
|
Net cash provided by financing activities
|
$
|
16.8
|
|
$
|
21.8
|
|
$
|
11.8
|
|
$
|
(5.0
|
)
|
$
|
10.0
|
|
||||
Net Cash Provided by Operating Activities
.
The increase in cash
provided by
operations for the twelve months ended December 31, 2015, compared to the twelve months ended December 31, 2014 was primarily due to
$72.2 million
in higher non-cash charges primarily comprised of share-based compensation and the issuance of shares associated with the
Verily Collaboration Agreement
, partially offset by
$35.2 million
in higher net loss, and an additional
$11.6 million
cash outflow from changes in operating assets and liabilities. The main drivers in the change in operating assets and liabilities included increases in accounts receivable, inventory, and accounts payable and accrued liabilities, all as a result of our growth.
The increase in cash provided by operations for the twelve months ended December 31, 2014, compared to the twelve months ended December 31, 2013 was primarily due to $23.8 million in higher non-cash charges primarily comprised of share-based compensation and $7.4 million in lower net loss, partially offset by an additional $10.0 million cash outflow from changes in operating assets and liabilities. The main drivers in the change in operating assets and liabilities included increases in accounts receivable, inventory, and accounts payable and accrued liabilities, all as a result of our growth.
Net Cash Used in/Provided by Investing Activities.
The change in cash
used in
investing activities for the twelve months ended December 31, 2015, compared to the twelve months ended December 31, 2014 was primarily due to a
$31.4 million
increase in cash used to purchase short-term marketable securities and by the use of
$33.3 million
to purchase equipment to support manufacturing improvements and information technology infrastructure for the
twelve
months ended
December 31, 2015
, compared to
$16.2 million
for the
twelve months
ended
December 31, 2014
, partially offset by a
$14.3 million
increase in proceeds from the maturity of short-term marketable securities.
The change in cash used in investing activities for the twelve months ended December 31, 2014, compared to the twelve months ended December 31, 2013 was primarily due to a $31.9 million decrease in proceeds from the maturity of short-term marketable securities and by the use of $16.2 million to purchase equipment to support manufacturing improvements and information technology infrastructure for the twelve months ended December 31, 2014, compared to $7.9 million for the twelve months ended December 31, 2013, partially offset by a $2.5 million decrease in cash used to purchase short-term marketable securities.
For the
twelve months ended
December 31,
2015
,
2014
and
2013
, we invested
$33.3 million
,
$16.2 million
and
$7.9 million
, respectively, to purchase equipment to support manufacturing improvements and information technology infrastructure.
50
Net Cash Provided by Financing Activities
.
The change in cash
provided by
financing activities for the twelve months ended December 31, 2015, compared to the twelve months ended December 31, 2014 was due to a
$4.9 million
decrease in proceeds from the issuance of common stock pursuant to the exercise of then-outstanding stock options.
The change in cash
provided by
financing activities for the twelve months ended December 31, 2014, compared to the twelve months ended December 31, 2013 was due to a $12.0 million increase in proceeds from the issuance of common stock pursuant to the exercise of then-outstanding stock options, partially offset by the repayment of long-term debt of $2.2 million for the twelve months ended December 31, 2014.
Operating Capital and Capital Expenditure Requirements
We anticipate that we will continue to incur net losses as we incur expenses and expand the commercialization of our approved products, develop additional continuous glucose monitoring products, and expand our marketing, manufacturing and corporate infrastructure.
We believe that our cash, cash equivalents, short-term marketable securities balances, and projected cash contributions from our commercial operations will be sufficient to meet our anticipated cash requirements with respect to the continued scale-up of our commercialization activities, research and development activities, including clinical trials, the expansion of our marketing, manufacturing and corporate infrastructure, and to meet our other anticipated cash needs through at least
December 31, 2016
. If our available cash, cash equivalents and short-term marketable securities are insufficient to satisfy our liquidity requirements, or if we develop additional products or new markets for our existing products, we may seek to sell additional equity or debt securities or obtain an additional credit facility. The sale of additional equity and debt securities may result in additional dilution to our stockholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. We may require additional capital beyond our currently forecasted amounts. Any such required additional capital may not be available on reasonable terms, if at all. Additionally, we cannot guaranty that we will be successful in obtaining additional cash contributions from future partnership arrangements. Our ability to transition to, and maintain profitable operations is dependent upon achieving a level of revenues adequate to support our cost structure. If events or circumstances occur such that we do not meet our operating plan as expected, or if we are unable to obtain additional financing, we may be required to reduce planned increases in compensation related expenses or other operating expenses related to research, development, and commercialization activities, which could have an adverse impact on our ability to achieve our intended business objectives.
Because of the numerous risks and uncertainties associated with the development of continuous glucose monitoring technologies, we are unable to estimate the exact amounts of capital outlays and operating expenditures associated with our current and anticipated clinical trials. Our future funding requirements will depend on many factors, including, but not limited to:
|
•
|
the revenue generated by sales of our approved products and other future products;
|
|
•
|
the expenses we incur in manufacturing, developing, selling and marketing our products;
|
|
•
|
the quality levels of our products and services;
|
|
•
|
the third-party reimbursement of our products for our customers;
|
|
•
|
our ability to efficiently scale our manufacturing operations to meet demand for our current and any future products;
|
|
•
|
the costs, timing and risks of delays of additional regulatory approvals;
|
|
•
|
the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;
|
|
•
|
the rate of progress and cost of our clinical trials and other development activities;
|
|
•
|
the success of our research and development efforts;
|
|
•
|
the emergence of competing or complementary technological developments;
|
|
•
|
the terms and timing of any collaborative, licensing and other arrangements that we may establish; and
|
|
•
|
the acquisition of businesses, products and technologies and our ability to integrate and manage any acquired businesses, products and technologies, including without limitation, SweetSpot.
|
Contractual Obligations
In November 2012, we entered into a loan and security agreement (the “Loan Agreement”) that provided for (i) a
$15.0 million
revolving line of credit and (ii) a total term loan of up to
$20.0 million
(the "Term Loan"), in both cases, to be used for general corporate purposes. The borrowings under the Loan Agreement are collateralized by a first priority security interest in substantially all of our assets with a negative pledge on our intellectual property.
51
The revolving line of credit expired as of November 2015 with no amounts drawn or outstanding. In accordance with the Loan Agreement,
$7.0 million
was advanced under the Term Loan at the funding date in November 2012 and the remaining
$13.0 million
in additional funds expired unused. The Term Loan bears a fixed interest rate equal to the three-year treasury rate at the time of advance plus
6.94%
and requires payment of interest only for the first year and amortized payments of interest and principal thereafter through the maturity date of
November 2016
.
Under the office lease agreement, as amended (the "Office Lease"), with John Hancock Life Insurance Company (U.S.A.) (the "Landlord") we lease approximately 219,000 square feet of space in the locations at 6340 Sequence Drive, 6310 Sequence Drive and 6290 Sequence Drive. The amended lease term extends through March 2022 and we have an option to renew the lease upon the expiration of the initial term for
two
additional
five
-year terms by giving notice to the Landlord prior to the end of the initial term of the lease and any extension period, if applicable. Provided we are not in default under the Office Lease and the Office Lease is still in effect, we generally have the right to terminate the lease starting at the 55
th
month of the Office Lease. In September 2015, we received
$1.8 million
of tenant improvement allowance associated with the Office Lease, which was recorded as a deferred rent obligation and will be amortized over the term of the lease and reflected as a reduction to rent expense. Leasehold improvements associated with the tenant improvement allowance are included in "Property and equipment, net" in our consolidated balance sheet. We have also entered into other operating lease agreements, primarily for office and warehouse space, that expire at various times through March 2022.
As of
December 31, 2015
, we are required to make total future monthly payments, excluding real estate taxes and operating costs, for all of our real estate obligations for the period from
January 2016
through September 2023 totaling
$31.5 million
.
On February 1, 2016, we entered into a sublease (the "Sublease") with Entropic Communications, LLC with respect to facilities in the building at 6350 Sequence Drive. Under the Sublease, we leased approximately
132,600
square feet of space in the 6350 building. The lease term extends through January 2022. Rent payable under the Sublease will be approximately
$14.6 million
. For additional detail see Note 10 “Subsequent Events” in the Notes to our Consolidated Financial Statements in this Form 10-K.
We are party to various purchase arrangements related to components used in manufacturing and research and development activities. As of
December 31, 2015
, we had purchase commitments with certain vendors totaling approximately
$49.3 million
due within one year. There are no material purchase commitments due beyond one year.
The following table summarizes our outstanding contractual obligations as of
December 31, 2015
and the effect those obligations are expected to have on our liquidity and cash flows in future periods (in millions):
|
Contractual Obligations:
|
Total
|
Less
than
1 Year
|
1-3
Years
|
3-5
Years
|
More
than
5 Years
|
|||||||||||||||
|
Operating leases
|
$
|
31.5
|
|
$
|
4.8
|
|
$
|
9.6
|
|
$
|
10.6
|
|
$
|
6.5
|
|
|||||
|
Long-term debt
|
2.3
|
|
$
|
2.3
|
|
—
|
|
—
|
|
—
|
|
|||||||||
|
Purchase commitments
|
49.3
|
|
49.3
|
|
—
|
|
—
|
|
—
|
|
||||||||||
|
Total
|
$
|
83.1
|
|
$
|
56.4
|
|
$
|
9.6
|
|
$
|
10.6
|
|
$
|
6.5
|
|
|||||
Off-Balance Sheet Arrangements
We have not engaged in any off-balance sheet activities.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which we have prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported revenue and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are more fully described in Note 1 to our consolidated financial statements included in this Annual Report on Form 10-K, we believe that the following accounting policies and estimates are most critical to a full understanding and evaluation of our reported financial results.
52
Revenue Recognition
We sell our durable systems and disposable units through a direct sales force in the United States and through distribution arrangements in the United States, Canada, Australia, New Zealand, and in portions of Europe, Asia, the Middle East, Latin America and Africa. Components are individually priced and can be purchased separately or together. We receive payment directly from customers who use our products, as well as from distributors, organizations and third-party payors. Our durable system includes a reusable transmitter, a receiver, a power cord and a USB cable. Disposable sensors for use with the durable system are sold separately in packages of four. We provide free of charge software and mobile applications for use with our durable systems and disposable sensors. The initial durable system price is generally not dependent upon the purchase of any amount of disposable sensors.
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue on product sales is generally recognized upon shipment, which is when title and the risk of loss have been transferred to the customer and there are no other post shipment obligations. With respect to customers who directly pay for products, the products are generally paid for at the time of shipment using a customer’s credit card and do not include customer acceptance provisions. We recognize revenue from contracted insurance payors based on the contracted rate. For non-contracted insurance payors, we obtain prior authorization from the payor and recognize revenue based on the estimated collectible amount and historical experience. We also receive a prescription or statement of medical necessity and, for insurance reimbursement customers, an assignment of benefits prior to shipment.
We provide a “
30
-day money back guarantee” program whereby customers who purchase a durable system and a package of four disposable sensors may return the durable system for any reason within thirty days of purchase and receive a full refund of the purchase price of the durable system. We accrue for estimated returns, refunds and rebates, including pharmacy rebates, by reducing revenues and establishing a liability account at the time of shipment based on historical experience. Returns have historically been immaterial. Allowances for rebates include contracted discounts with commercial payors and are amounts owed after the final dispensing of the product by a distributor or retail pharmacy to a pharmacy benefit plan participant and are based upon contractual agreements with private sector benefit providers. The allowance for rebates is based on contractual discount rates, expected utilization under each contract and our estimate of the amount of inventory in the distribution channel that will become subject to such rebates. Our estimates for expected utilization for rebates are based on historical rebate claims and to a lesser extent third party market research data. Rebates are generally invoiced and paid monthly or quarterly in arrears so that our accrual consists of an estimate of the amount expected to be incurred for the current month's or quarter’s activity, plus an accrual for unpaid rebates from prior periods, and an accrual for inventory in the distribution channel.
We have entered into distribution agreements with
Edgepark
,
Byram
and other distributors that allow the distributors to sell our durable systems and disposable units. We have contracts with certain distributors who stock our products, and we refer to these distributors as
Stocking Distributors
, whereby the
Stocking Distributors
fulfill orders for our product from their inventory. We also have contracts with certain distributors that do not stock our products, but rather products are shipped directly to the customer by us on behalf of our distributor, and we refer to these distributors as Drop-Ship Distributors. Revenue is recognized based on contracted prices and invoices are either paid by check following the issuance of a purchase order or letter of credit, or they are paid by wire at the time of placing the order. Terms of distributor orders are generally Freight on Board (“
FOB
”) shipping point (or Free Carrier (“
FCA
”) shipping point for international orders). Distributors do not have rights of return per their distribution agreement outside of our standard warranty. The distributors typically have a limited time frame to notify us of any missing, damaged, defective or non-conforming products. For any such products, we shall either, at our option, replace the portion of defective or non-conforming product at no additional cost to the distributor or cancel the order and refund any portion of the price paid to us at that time for the sale in question.
Share-Based Compensation
Share-based compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized, for awards that are ultimately expected to vest, primarily on a straight-line basis over the requisite service period of the individual grants, which typically equals the vesting period. The fair value of our
Restricted Stock Units (“RSUs”)
is based on the market price of our common stock on the date of grant. We are also required to estimate at grant the likelihood that the award will ultimately vest (the “pre-vesting forfeiture rate”), and to revise the estimate, if necessary, in future periods if the actual forfeiture rate differs. We determine the pre-vesting forfeiture rate of an award based on our historical pre-vesting award forfeiture experience, giving consideration to company-specific events impacting historical pre-vesting award forfeiture experience that are unlikely to occur in the future as well as anticipated future events that may impact forfeiture rates. We use our historical data to estimate pre-vesting forfeitures and record stock-based compensation expense only for those awards that are expected to vest.
53
We recorded
$82.7 million
,
$50.0 million
and
$24.6 million
in share-based compensation expense during the
twelve
months ended
December 31, 2015
,
2014
and
2013
, respectively. At
December 31, 2015
, unrecognized estimated compensation costs related to unvested restricted stock units totaled
$151.8 million
and are expected to be recognized through
2019
.
Inventory
Inventory is valued at the lower of cost or market value on a part-by-part basis that approximates first in, first out. We make adjustments to reduce the cost of inventory to its net realizable value, if required, for estimated excess, obsolete and potential scrapped inventories. Factors influencing these adjustments include inventories on hand and on order compared to estimated future usage and sales for existing and new products, as well as judgments regarding quality control testing data, and assumptions about the likelihood of scrap and obsolescence. Once written down the adjustments are considered permanent and are not reversed until the related inventory is sold or disposed.
Our products require customized products and components that currently are available from a limited number of sources. We purchase certain components and materials from single sources due to quality considerations, costs or constraints resulting from regulatory requirements.
Warranty Accrual
Estimated warranty costs associated with a product are recorded at the time of shipment. We estimate future warranty costs by analyzing historical warranty experience for the timing and amount of returned product, and these estimates are evaluated on at least a quarterly basis to determine the continued appropriateness of such assumptions.
Recent Accounting Guidance
In May 2014, the Financial Accounting Standards Board ("FASB") issued authoritative guidance for Revenue from Contracts with Customers, to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The guidance defines a five step process to achieve this core principle and it is possible when the five step process is applied, more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The updated standard permits the use of either the retrospective or cumulative effect transition method and is effective for us in our first quarter of fiscal 2018. Early adoption is not permitted. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
In July 2015, the FASB issued guidance to change the subsequent measurement of inventory from lower of cost or market to lower of cost and net realizable value. The guidance requires that inventory accounted for under the first-in, first-out (FIFO) or average cost methods be measured at the lower of cost and net realizable value, where net realizable value represents the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for us beginning in the first quarter of fiscal 2018. Earlier application is permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the effect this guidance will have on our consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the current guidance in ASC Topic 740, Income Taxes, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. We have elected to early adopt effective December 31, 2015 with our deferred tax assets and deferred tax liabilities presented as noncurrent in the consolidated balance sheet and related disclosures for the year ended December 31, 2015.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Interest Rate Risk
The primary objective of our investment activities is to preserve our capital for the purpose of funding operations while at the same time maximizing the income we receive from our investments without significantly increasing risk. To achieve these objectives, our investment policy allows us to maintain a portfolio of cash equivalents and short-term investments in a variety
54
of securities, including money market funds, U.S. Treasury debt and corporate debt securities. Due to the short-term nature of our investments, we believe that we have no material exposure to interest rate risk.
Foreign Currency Risk
To date we have recorded no product sales in other than U.S. dollars. We have only limited business transactions in foreign currencies. We do not currently engage in hedging or similar transactions to reduce our foreign currency risks. We believe we have no material exposure to risk from changes in foreign currency exchange rates at this time. We will continue to monitor and evaluate our internal processes relating to foreign currency exchange, including the potential use of hedging strategies.
|
ITEM 8.
|
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
The information required is set forth under “Report of Independent Registered Public Accounting Firm,” “Consolidated Balance Sheets,” “Consolidated Statements of Operations,” “Consolidated Statements of Comprehensive Loss,” “Consolidated Statements of Stockholders’ Equity,” “Consolidated Statements of Cash Flows” and “Notes to Consolidated Financial Statements” on pages F-2 to F-25 of this annual report.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Not applicable.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
Evaluation of Disclosure Controls and Procedures
Regulations under the Securities Exchange Act of 1934 require public companies to maintain “disclosure controls and procedures,” which are defined to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and timely communicated to management, including our Chief Executive Officer and Chief Financial Officer, recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our management, including our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation as of the end of the period covered by this report of the effectiveness of our disclosure controls and procedures. Based on their evaluation as of
December 31, 2015
, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date for this purpose.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.
Our management, with the participation of the Chief Executive and Chief Financial Officers, assessed the effectiveness of our internal control over financial reporting as of
December 31, 2015
. In making this assessment, our management used the criteria set forth by the 2013 Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this assessment, our management, with the participation of the Chief Executive and Chief Financial Officers, believes that, as of
December 31, 2015
, our internal control over financial reporting is effective based on those criteria. The effectiveness of our internal control over financial reporting as of
December 31, 2015
has been audited by Ernst & Young LLP an independent Public Registered Accounting firm, as stated in their report which is included herein.
The certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act have been filed as Exhibits 31.01 and 31.02 to this report.
55
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Limitation on Effectiveness of Controls
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. The design of any control system is based, in part, upon the benefits of the control system relative to its costs. Control systems can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. In addition, over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these and other inherent limitations of control systems, we cannot guaranty that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
DexCom, Inc.
We have audited DexCom, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). DexCom, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, DexCom, Inc. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2015
, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of DexCom, Inc. as of
December 31, 2015
and December 31, 2014, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2015
of DexCom, Inc. and our report dated
February 23, 2016
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
San Diego, California
February 23, 2016
56
|
ITEM 9B.
|
OTHER INFORMATION
|
None.
57
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
The information concerning our directors required by this Item is incorporated by reference to the section in our Proxy Statement entitled “Proposal No. 1—Election of Directors.”
The information concerning our executive officers required by this Item is incorporated by reference to the section in our Proxy Statement entitled “Executive Officers.”
The information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 required by this Item is incorporated by reference to the section in our Proxy Statement entitled “Section 16(a) Beneficial Ownership Reporting Compliance.”
We have adopted a written code of ethics for financial employees that applies to our principal executive officer, principal financial officer, principal accounting officer, controller and other employees of the finance department designated by our Chief Financial Officer. This code of ethics, titled the “Code of Conduct and Ethics for Chief Executive Officer and Senior Finance Personnel,” is publicly available on our Internet website at
http://investor.shareholder.com/dexcom/governance.cfm
. The information contained on our Internet website is not incorporated by reference into this Report on Form 10-K.
The information concerning the audit committee of the Board of Directors required by this Item is incorporated by reference to information set forth in the Proxy Statement.
The information concerning material changes to the procedures by which stockholders may recommend nominees to the Board of Directors required by this Item is incorporated by reference to information set forth in the Proxy Statement.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
The information required by this Item concerning executive compensation and our Compensation Committee is incorporated by reference to information set forth in the Proxy Statement.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
The information required by this Item is incorporated by reference to information set forth in the Proxy Statement under the headings “Principal Stockholders and Stock Ownership by Management” and “Equity Compensation Plan Information.”
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
The information required by this Item with respect to director independence is incorporated by reference to information set forth in the Proxy Statement.
The information concerning certain relationships and related transactions required by the Item is incorporated by reference to the section in our Proxy Statement entitled “Certain Transactions.”
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
The information concerning principal accountant fees and services required by this Item is incorporated by reference to the section in our Proxy Statement entitled “Ratification of Selection of Independent Registered Public Accounting Firm.”
58
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
(a)
|
The following documents are filed as part of this Annual Report:
|
1. Financial Statements. The financial statements in Part II, Item 8 of this Annual Report are incorporated by reference.
2. Financial Statement Schedules.
For the three fiscal years ended
December 31, 2015
—Schedule II Valuation and Qualifying Accounts, the financial statements in Part II, Item 8 of this Annual Report are incorporated by reference.
Schedules not listed above have been omitted because information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
3. Exhibits.
|
Exhibit
Number
|
Exhibit Description
|
Incorporated by Reference
|
Exhibit
Number
|
Provided
Herewith
|
||||||||||
|
Form
|
File No.
|
Date of
First Filing
|
||||||||||||
|
3.01
|
|
Registrant’s Restated Certificate of Incorporation.
|
S-1/A
|
333-122454
|
March 3, 2005
|
3.03
|
|
|||||||
|
3.02
|
|
Registrant’s Amended and Restated Bylaws.
|
8-K
|
000-51222
|
November 25, 2014
|
3.01
|
|
|||||||
|
4.01
|
|
Form of Specimen Certificate for Registrant’s common stock.
|
S-1/A
|
333-122454
|
March 24, 2005
|
4.01
|
|
|||||||
|
10.01
|
|
Form of Indemnity Agreement between Registrant and each of its directors and executive officers.
|
S-1
|
333-122454
|
February 1, 2005
|
10.01
|
|
|||||||
|
10.02
|
|
1999 Stock Option Plan and related agreements.*
|
S-1
|
333-122454
|
February 1, 2005
|
10.02
|
|
|||||||
|
10.03
|
|
2005 Equity Incentive Plan and forms of stock option agreement and stock option exercise agreements.*
|
S-1/A
|
000-51222
|
March 24, 2005
|
10.03
|
|
|||||||
|
10.04
|
|
2005 Employee Stock Purchase Plan and form of subscription agreement.*
|
S-1/A
|
000-51222
|
March 24, 2005
|
10.04
|
|
|||||||
|
10.05
|
|
Offer letter between DexCom, Inc. and Jorge Valdes dated October 16, 2005.*
|
10-K
|
000-51222
|
February 27, 2006
|
10.14
|
|
|||||||
|
10.06
|
|
Office Lease Agreement, dated March 31, 2006, between DexCom, Inc. and Kilroy Realty, L.P.
|
8-K
|
000-51222
|
April 7, 2006
|
99.01
|
|
|||||||
|
10.07
|
|
Offer letter between DexCom, Inc. and Steven R. Pacelli dated April 10, 2006.*
|
8-K
|
000-51222
|
April 13, 2006
|
99.01
|
|
|||||||
59
|
Exhibit
Number
|
Exhibit Description
|
Incorporated by Reference
|
Exhibit
Number
|
Provided
Herewith
|
||||||||||
|
Form
|
File No.
|
Date of
First Filing
|
||||||||||||
|
10.09
|
|
Amended and Restated Joint Development Agreement, dated January 12, 2009, between DexCom, Inc. and Animas Corporation.**
|
8-K/A
|
000-51222
|
January 28, 2009
|
10.1
|
|
|||||||
|
10.10
|
|
OUS Commercialization Agreement, dated January 12, 2009, between DexCom, Inc. and Animas Corporation.**
|
8-K/A
|
000-51222
|
January 28, 2009
|
10.2
|
|
|||||||
|
10.11
|
|
Form of Amended and Restated Executive Change of Control & Severance Agreement.*
|
10-K
|
000-51222
|
March 5, 2009
|
10.20
|
|
|||||||
|
10.12
|
|
Amended and Restated Offer Letter Agreement dated December 19, 2008 between DexCom, Inc. and Terrance H. Gregg.*
|
10-K
|
000-51222
|
March 5, 2009
|
10.21
|
|
|||||||
|
10.14
|
|
Non-Exclusive Distribution Agreement, between RGH Enterprises, Inc. and DexCom, Inc., dated April 30, 2008.**
|
10-Q
|
000-51222
|
August 3, 2009
|
10.23
|
|
|||||||
|
10.15
|
|
Letter of Amendment of the Amended and Restated Joint Development Agreement, between Animas Corporation and DexCom, Inc., dated July 30, 2009.**
|
10-Q
|
000-51222
|
November 4, 2009
|
10.24
|
|
|||||||
|
10.16
|
|
Amendment No. 1 to the Commercialization Agreements, between Animas Corporation and DexCom, Inc., dated July 30, 2009.**
|
10-Q
|
000-51222
|
November 4, 2009
|
10.25
|
|
|||||||
|
10.17
|
|
Amended and Restated Development, Manufacturing, Licensing and Supply Agreement, between DSM PTG, Inc. and DexCom, Inc., dated February 19, 2010.**
|
10-K
|
000-51222
|
March 9, 2010
|
10.25
|
|
|||||||
|
10.18
|
|
Form of Restricted Stock Unit Award Agreement.
|
10-Q
|
000-51222
|
May 5, 2010
|
10.26
|
|
|||||||
|
10.19
|
|
First Amendment to Office Lease between DexCom, Inc. and Kilroy Realty, L.P., dated August 18, 2010.
|
10-Q
|
000-51222
|
November 4, 2010
|
10.27
|
|
|||||||
|
10.20
|
|
2005 Equity Incentive Plan, as amended.*
|
10-Q
|
000-51222
|
May 3, 2011
|
10.25
|
|
|||||||
|
10.21
|
|
Amendment Number One to Non-Exclusive Distribution Agreement, between RGH Enterprises, Inc. and DexCom, Inc., dated March 29, 2011.**
|
10-Q/A
|
000-51222
|
July 1, 2011
|
10.26
|
|
|||||||
|
10.22
|
|
Amendment No. 2 to the OUS Commercialization Agreement, between Animas Corporation and DexCom, Inc., dated June 7, 2011.**
|
10-Q
|
000-51222
|
August 3, 2011
|
10.27
|
|
|||||||
|
10.23
|
|
Offer letter between DexCom, Inc. and Kevin Sayer dated May 3, 2011.*
|
10-Q
|
000-51222
|
August 3, 2011
|
10.28
|
|
|||||||
|
10.24
|
|
Research and Development Agreement, between Roche Diagnostics Operations, Inc. and DexCom, Inc. dated November 1, 2011.**
|
10-K
|
000-51222
|
February 23, 2012
|
10.26
|
|
|||||||
|
10.25
|
|
Loan and Security Agreement by and among Silicon Valley Bank, Oxford Finance LLC, DexCom, Inc. and SweetSpot Diabetes Care, Inc. dated November 1, 2012.
|
10-K
|
000-51222
|
February 21, 2013
|
10.26
|
|
|||||||
60
|
Exhibit
Number
|
Exhibit Description
|
Incorporated by Reference
|
Exhibit
Number
|
Provided
Herewith
|
||||||||||
|
Form
|
File No.
|
Date of
First Filing
|
||||||||||||
|
10.26
|
|
Amendment Number Two to Non-Exclusive Distribution Agreement between RGH Enterprises, Inc. and DexCom, Inc., dated March 28, 2013.**
|
10-Q
|
000-51222
|
May 1, 2013
|
10.27
|
|
|||||||
|
10.27
|
|
Amendment Number Three to Non-Exclusive Distribution Agreement between RGH Enterprises, Inc. and DexCom, Inc., dated December 4, 2013.**
|
10-K
|
000-51222
|
February 20, 2014
|
10.28
|
|
|||||||
|
10.28
|
|
Non-Exclusive Distribution Agreement between Dexcom, Inc. and Diabetes Specialty Center, LLC dated October 12, 2009, as amended on September 30, 2010, October 11, 2011, November 14, 2012 and November 1, 2013.**
|
10-K
|
000-51222
|
February 20, 2014
|
10.29
|
|
|||||||
|
10.29
|
|
First Amendment to Loan and Security Agreement by and among Silicon Valley Bank, Oxford Finance LLC, DexCom, Inc. and SweetSpot Diabetes Care, Inc. dated August 6, 2013.
|
10-Q
|
000-51222
|
March 31, 2014
|
10.30
|
|
|||||||
|
10.30
|
|
Settlement and License Agreement by and among Abbott Diabetes Care, Inc. and DexCom, Inc., dated July 2, 2014.
|
10-Q
|
000-51222
|
August 6, 2014
|
10.31
|
|
|||||||
|
10.31
|
|
Amendment No. 5 to Non-Exclusive Distribution Agreement between DexCom, Inc. and Diabetes Specialty Center, LLC, dated March 14, 2014.
|
10-Q
|
000-51222
|
August 6, 2014
|
10.32
|
|
|||||||
|
10.32
|
|
Second Amendment to Office Lease between DexCom, Inc. and Kilroy Realty, L.P., dated October 1, 2014.
|
10-K
|
000-51222
|
February 25, 2015
|
10.32
|
|
|||||||
|
10.33
|
|
2015 Equity Incentive Plan
|
DEF 14A
|
000-51222
|
April 13, 2015
|
Appendix A
|
|
|||||||
|
10.34
|
|
Form of Restricted Stock Unit Award Agreement
|
8-K
|
000-51222
|
June 2, 2015
|
10.2
|
|
|||||||
|
10.33
|
|
2015 Employee Stock Purchase Plan
|
DEF 14A
|
000-51222
|
April 13, 2015
|
Appendix A
|
|
|||||||
|
10.34
|
|
Form of Subscription Agreement under 2015 Employee Stock Purchase Plan
|
8-K
|
000-51222
|
June 2, 2015
|
10.2
|
|
|||||||
|
10.35
|
|
Collaboration and License Agreement between DexCom Inc., and Google Life Sciences, LLC dated August 10, 2015**
|
10-Q
|
000-51222
|
November 4, 2015
|
10.32
|
|
|||||||
|
21.01
|
|
List of Subsidiaries.
|
X
|
|||||||||||
|
23.01
|
|
Consent of Independent Registered Public Accounting Firm.
|
X
|
|||||||||||
|
24.01
|
|
Power of Attorney. (See page 63 of this Form 10-K).
|
X
|
|||||||||||
|
31.01
|
|
Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
|
X
|
|||||||||||
|
31.02
|
|
Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
|
X
|
|||||||||||
|
32.01
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).***
|
X
|
|||||||||||
61
|
Exhibit
Number
|
Exhibit Description
|
Incorporated by Reference
|
Exhibit
Number
|
Provided
Herewith
|
||||||||||
|
Form
|
File No.
|
Date of
First Filing
|
||||||||||||
|
32.02
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).***
|
X
|
|||||||||||
|
101.INS
|
|
XBRL Instance Document
|
X
|
|||||||||||
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
X
|
|||||||||||
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
X
|
|||||||||||
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
X
|
|||||||||||
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
X
|
|||||||||||
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
X
|
|||||||||||
|
*
|
Represents a management contract or compensatory plan.
|
|
**
|
Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and were filed separately with the Securities and Exchange Commission.
|
|
***
|
This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that DexCom specifically incorporates it by reference.
|
62
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
|
||||
|
Dated: February 23, 2016
|
|
|
By:
|
|
/
S
/ J
ESS
R
OPER
|
|
|
|
|
|
Jess Roper,
Senior Vice President & Chief Financial Officer
|
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin Sayer and Jess Roper, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K and to file same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
/S/ KEVIN SAYER
|
|
President, Chief Executive Officer, and Director (Principal Executive Officer)
|
February 23, 2016
|
|
|
Kevin Sayer
|
||||
|
/S/ JESS ROPER
|
|
Senior Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)
|
February 23, 2016
|
|
|
Jess Roper
|
||||
|
/S/ TERRANCE GREGG
|
|
Executive Chairman of the Board of Directors
|
February 23, 2016
|
|
|
Terrance Gregg
|
||||
|
/S/ MARK FOLETTA
|
|
Lead Independent Director
|
February 23, 2016
|
|
|
Mark Foletta
|
||||
|
/S/ STEVE ALTMAN
|
|
Director
|
February 23, 2016
|
|
|
Steve Altman
|
||||
|
/S/ NICHOLAS AUGUSTINOS
|
|
Director
|
February 23, 2016
|
|
|
Nicholas Augustinos
|
||||
|
/S/ BARBARA KAHN
|
Director
|
February 23, 2016
|
||
|
Barbara Kahn
|
||||
|
/S/ JONATHAN LORD
|
|
Director
|
February 23, 2016
|
|
|
Jonathan Lord, M.D.
|
||||
|
/S/ JAY SKYLER
|
|
Director
|
February 23, 2016
|
|
|
Jay Skyler, M.D.
|
||||
|
/S/ ERIC TOPOL
|
|
Director
|
February 23, 2016
|
|
|
Eric Topol, M.D.
|
||||
63
DEXCOM, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
Report of Independent Registered Public Accounting Firm
|
|
|
F-2
|
|
|
Consolidated Balance Sheets
|
|
|
F-3
|
|
|
Consolidated Statements of Operations
|
|
|
F-4
|
|
|
Consolidated Statements of Comprehensive Loss
|
|
|
F-5
|
|
|
Consolidated Statements of Stockholders’ Equity
|
|
|
F-6
|
|
|
Consolidated Statements of Cash Flows
|
|
|
F-7
|
|
|
Notes to Consolidated Financial Statements
|
|
|
F-8
|
|
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
DexCom, Inc.
We have audited the accompanying consolidated balance sheets of DexCom, Inc. as of December 31, 2015 and December 31, 2014, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of DexCom, Inc. at December 31, 2015 and December 31, 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), DexCom, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated
February 23, 2016
expressed an unqualified opinion thereon.
|
/s/ Ernst & Young LLP
|
San Diego, California
February 23, 2016
F-2
DexCom, Inc.
(In millions—except par value data)
|
As of December 31,
|
|||||||
|
2015
|
2014
|
||||||
|
Assets
|
|||||||
|
Current assets:
|
|||||||
|
Cash and cash equivalents
|
$
|
86.1
|
|
$
|
71.8
|
|
|
|
Short-term marketable securities, available-for-sale
|
29.1
|
|
11.8
|
|
|||
|
Accounts receivable, net
|
74.1
|
|
42.4
|
|
|||
|
Inventory
|
35.2
|
|
16.0
|
|
|||
|
Prepaid and other current assets
|
6.8
|
|
3.9
|
|
|||
|
Total current assets
|
231.3
|
|
145.9
|
|
|||
|
Property and equipment, net
|
54.7
|
|
31.2
|
|
|||
|
Restricted cash
|
—
|
|
1.0
|
|
|||
|
Intangible assets, net
|
2.2
|
|
2.7
|
|
|||
|
Goodwill
|
3.7
|
|
3.2
|
|
|||
|
Other assets
|
0.1
|
|
0.6
|
|
|||
|
Total assets
|
$
|
292.0
|
|
$
|
184.6
|
|
|
|
Liabilities and stockholders’ equity
|
|||||||
|
Current liabilities:
|
|||||||
|
Accounts payable and accrued liabilities
|
$
|
38.9
|
|
$
|
20.4
|
|
|
|
Accrued payroll and related expenses
|
24.9
|
|
17.2
|
|
|||
|
Current portion of long-term debt
|
2.3
|
|
2.3
|
|
|||
|
Current portion of deferred revenue
|
0.8
|
|
0.7
|
|
|||
|
Total current liabilities
|
66.9
|
|
40.6
|
|
|||
|
Other liabilities
|
3.9
|
|
1.5
|
|
|||
|
Long-term debt, net of current portion
|
—
|
|
2.3
|
|
|||
|
Total liabilities
|
70.8
|
|
44.4
|
|
|||
|
Commitments and contingencies (Note 4)
|
|
|
|||||
|
Stockholders’ equity:
|
|||||||
|
Preferred stock, $0.001 par value, 5.0 shares authorized; no shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively
|
—
|
|
—
|
|
|||
|
Common stock, $0.001 par value, 100.0 authorized; 82.0 and 81.7 issued and outstanding, respectively, at December 31, 2015; and 77.6 and 77.3 shares issued and outstanding, respectively, at December 31, 2014
|
0.1
|
|
0.1
|
|
|||
|
Additional paid-in capital
|
776.8
|
|
638.0
|
|
|||
|
Accumulated other comprehensive loss
|
(0.3
|
)
|
(0.1
|
)
|
|||
|
Accumulated deficit
|
(555.4
|
)
|
(497.8
|
)
|
|||
|
Total stockholders’ equity
|
221.2
|
|
140.2
|
|
|||
|
Total liabilities and stockholders’ equity
|
$
|
292.0
|
|
$
|
184.6
|
|
|
See accompanying notes
F-3
DexCom, Inc.
(In millions—except per share data)
|
Years Ended December 31,
|
|||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
Product revenue
|
$
|
400.7
|
|
$
|
257.1
|
|
$
|
157.1
|
|
||
|
Development grant and other revenue
|
1.3
|
|
2.1
|
|
2.9
|
|
|||||
|
Total revenue
|
402.0
|
|
259.2
|
|
160.0
|
|
|||||
|
Product cost of sales
|
123.6
|
|
82.3
|
|
58.1
|
|
|||||
|
Development and other cost of sales
|
—
|
|
0.6
|
|
1.8
|
|
|||||
|
Total cost of sales
|
123.6
|
|
82.9
|
|
59.9
|
|
|||||
|
Gross profit
|
278.4
|
|
176.3
|
|
100.1
|
|
|||||
|
Operating expenses
|
|||||||||||
|
Research and development
|
137.5
|
|
69.4
|
|
44.8
|
|
|||||
|
Selling, general and administrative
|
198.0
|
|
128.4
|
|
84.2
|
|
|||||
|
Total operating expenses
|
335.5
|
|
197.8
|
|
129.0
|
|
|||||
|
Operating loss
|
(57.1
|
)
|
(21.5
|
)
|
(28.9
|
)
|
|||||
|
Interest expense
|
(0.4
|
)
|
(0.8
|
)
|
(0.9
|
)
|
|||||
|
Loss before income taxes
|
(57.5
|
)
|
(22.3
|
)
|
(29.8
|
)
|
|||||
|
Income tax expense
|
0.1
|
|
0.1
|
|
—
|
|
|||||
|
Net loss
|
$
|
(57.6
|
)
|
$
|
(22.4
|
)
|
$
|
(29.8
|
)
|
||
|
Basic and diluted net loss per share
|
$
|
(0.72
|
)
|
$
|
(0.30
|
)
|
$
|
(0.42
|
)
|
||
|
Shares used to compute basic and diluted net loss per share
|
79.8
|
|
75.2
|
|
71.1
|
|
|||||
See accompanying notes
F-4
DexCom, Inc.
Consolidated Statements of Comprehensive Loss
(In millions)
|
Years Ended December 31,
|
||||||||||||
|
|
2015
|
2014
|
2013
|
|||||||||
|
Net loss
|
$
|
(57.6
|
)
|
$
|
(22.4
|
)
|
$
|
(29.8
|
)
|
|||
|
Unrealized gain (loss) on short-term available-for-sale marketable securities
|
—
|
|
—
|
|
—
|
|
||||||
|
Foreign currency translation gain (loss)
|
(0.2
|
)
|
—
|
|
—
|
|
||||||
|
Comprehensive loss
|
$
|
(57.8
|
)
|
$
|
(22.4
|
)
|
$
|
(29.8
|
)
|
|||
See accompanying notes
F-5
DexCom, Inc.
Consolidated Statements of Stockholders' Equity
(In millions)
|
|
Common stock
|
Additional
paid-in
capital
|
Accumulated
other
comprehensive
income (loss)
|
Accumulated
deficit
|
Total
stockholders’
equity
|
||||||||||||||||||
|
Shares
|
Amount
|
||||||||||||||||||||||
|
Balance at December 31, 2012
|
69.5
|
|
$
|
0.1
|
|
$
|
522.6
|
|
$
|
(0.1
|
)
|
$
|
(445.6
|
)
|
$
|
77.0
|
|
||||||
|
Issuance of common stock under equity incentive plans
|
2.8
|
|
—
|
|
10.2
|
|
—
|
|
—
|
|
10.2
|
|
|||||||||||
|
Issuance of common stock for Employee Stock Purchase Plan
|
0.2
|
|
—
|
|
1.9
|
|
—
|
|
—
|
|
1.9
|
|
|||||||||||
|
Share-based compensation for employee stock option and award grants
|
—
|
|
—
|
|
24.8
|
|
—
|
|
—
|
|
24.8
|
|
|||||||||||
|
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(29.8
|
)
|
(29.8
|
)
|
|||||||||||
|
Balance at December 31, 2013
|
72.5
|
|
0.1
|
|
559.5
|
|
(0.1
|
)
|
(475.4
|
)
|
84.1
|
|
|||||||||||
|
Issuance of common stock under equity incentive plans
|
4.6
|
|
—
|
|
21.4
|
|
—
|
|
—
|
|
21.4
|
|
|||||||||||
|
Issuance of common stock for Employee Stock Purchase Plan
|
0.1
|
|
—
|
|
2.6
|
|
—
|
|
—
|
|
2.6
|
|
|||||||||||
|
Issuance of common stock for contingent consideration settlement
|
0.1
|
|
—
|
|
4.0
|
|
—
|
|
—
|
|
4.0
|
|
|||||||||||
|
Share-based compensation for employee stock option and award grants
|
—
|
|
—
|
|
50.5
|
|
—
|
|
—
|
|
50.5
|
|
|||||||||||
|
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(22.4
|
)
|
(22.4
|
)
|
|||||||||||
|
Balance at December 31, 2014
|
77.3
|
|
0.1
|
|
638.0
|
|
(0.1
|
)
|
(497.8
|
)
|
140.2
|
|
|||||||||||
|
Issuance of common stock under equity incentive plans
|
3.9
|
|
—
|
|
15.3
|
|
—
|
|
—
|
|
15.3
|
|
|||||||||||
|
Issuance of common stock for Employee Stock Purchase Plan
|
0.1
|
|
—
|
|
3.8
|
|
—
|
|
—
|
|
3.8
|
|
|||||||||||
|
Issuance of common stock related to Verily Collaboration Agreement
|
0.4
|
|
—
|
|
36.5
|
|
—
|
|
—
|
|
36.5
|
|
|||||||||||
|
Share-based compensation for employee stock option and award grants
|
—
|
|
—
|
|
83.2
|
|
—
|
|
—
|
|
83.2
|
|
|||||||||||
|
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(57.6
|
)
|
(57.6
|
)
|
|||||||||||
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
(0.2
|
)
|
—
|
|
(0.2
|
)
|
|||||||||||
|
Balance at December 31, 2015
|
81.7
|
|
$
|
0.1
|
|
$
|
776.8
|
|
$
|
(0.3
|
)
|
$
|
(555.4
|
)
|
$
|
221.2
|
|
||||||
See accompanying notes
F-6
DexCom, Inc.
(In millions)
|
Years Ended December 31,
|
|||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
Operating activities
|
|||||||||||
|
Net loss
|
$
|
(57.6
|
)
|
$
|
(22.4
|
)
|
$
|
(29.8
|
)
|
||
|
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
|
|||||||||||
|
Depreciation and amortization
|
10.8
|
|
8.4
|
|
7.0
|
|
|||||
|
Share-based compensation
|
82.7
|
|
50.0
|
|
24.6
|
|
|||||
|
Non-cash research and development charge through issuance of common stock
|
36.5
|
|
—
|
|
—
|
|
|||||
|
Accretion and amortization related to marketable securities, net
|
0.3
|
|
0.1
|
|
0.3
|
|
|||||
|
Amortization of debt issuance costs
|
0.2
|
|
0.3
|
|
0.4
|
|
|||||
|
Change in fair value of contingent consideration
|
—
|
|
(0.2
|
)
|
2.5
|
|
|||||
|
Other non-cash expenses
|
0.5
|
|
0.2
|
|
0.2
|
|
|||||
|
Changes in operating assets and liabilities:
|
|||||||||||
|
Accounts receivable
|
(31.7
|
)
|
(16.3
|
)
|
(6.5
|
)
|
|||||
|
Inventory
|
(19.2
|
)
|
(7.0
|
)
|
(1.6
|
)
|
|||||
|
Prepaid and other assets
|
(2.5
|
)
|
(0.4
|
)
|
(1.4
|
)
|
|||||
|
Restricted cash
|
1.0
|
|
—
|
|
—
|
|
|||||
|
Accounts payable and accrued liabilities
|
17.8
|
|
8.3
|
|
2.4
|
|
|||||
|
Accrued payroll and related expenses
|
7.7
|
|
2.2
|
|
5.8
|
|
|||||
|
Deferred revenue
|
0.1
|
|
—
|
|
(1.2
|
)
|
|||||
|
Deferred rent and other liabilities
|
2.4
|
|
0.4
|
|
(0.3
|
)
|
|||||
|
Net cash provided by operating activities
|
49.0
|
|
23.6
|
|
2.4
|
|
|||||
|
Investing activities
|
|||||||||||
|
Purchase of available-for-sale marketable securities
|
(45.2
|
)
|
(13.8
|
)
|
(16.3
|
)
|
|||||
|
Proceeds from the maturity of available-for-sale marketable securities
|
27.5
|
|
13.2
|
|
45.1
|
|
|||||
|
Purchase of property and equipment
|
(33.3
|
)
|
(16.2
|
)
|
(7.9
|
)
|
|||||
|
Acquisitions, net of cash acquired
|
(0.5
|
)
|
—
|
|
—
|
|
|||||
|
Net cash provided by (used in) investing activities
|
(51.5
|
)
|
(16.8
|
)
|
20.9
|
|
|||||
|
Financing activities
|
|||||||||||
|
Net proceeds from issuance of common stock
|
19.1
|
|
24.0
|
|
12.0
|
|
|||||
|
Repayment of long-term debt
|
(2.3
|
)
|
(2.2
|
)
|
(0.2
|
)
|
|||||
|
Net cash provided by financing activities
|
16.8
|
|
21.8
|
|
11.8
|
|
|||||
|
Increase in cash and cash equivalents
|
14.3
|
|
28.6
|
|
35.1
|
|
|||||
|
Cash and cash equivalents, beginning of period
|
71.8
|
|
43.2
|
|
8.1
|
|
|||||
|
Cash and cash equivalents, ending of period
|
$
|
86.1
|
|
$
|
71.8
|
|
$
|
43.2
|
|
||
|
Supplemental disclosure of cash flow information
|
|||||||||||
|
Cash paid during the year for interest
|
$
|
0.3
|
|
$
|
0.4
|
|
$
|
0.5
|
|
||
|
Issuance of common stock in connection with contingent consideration settlement
|
$
|
—
|
|
$
|
4.0
|
|
$
|
—
|
|
||
See accompanying notes
F-7
DexCom, Inc.
Notes to Consolidated Financial Statements
December 31, 2015
1. Organization and Summary of Significant Accounting Policies
Organization and Business
DexCom, Inc. is a medical device company focused on the design, development and commercialization of continuous glucose monitoring (“CGM”) systems for ambulatory use by people with diabetes and by healthcare providers in the hospital for the treatment of people with and without diabetes. Unless the context requires otherwise, the terms “we,” “us,” “our,” the “company,” or “DexCom” refer to DexCom, Inc. and its subsidiaries.
Basis of Presentation
We have incurred operating losses since our inception and have an accumulated deficit of
$555.4 million
at
December 31, 2015
. As of
December 31, 2015
, we had available cash, cash equivalents and short-term marketable securities totaling
$115.2 million
and working capital of
$164.4 million
. Our ability to transition to, and maintain, profitable operations is dependent upon achieving a level of revenues adequate to support our cost structure. If events or circumstances occur such that we do not meet our operating plan as expected, we may be required to reduce planned increases in compensation expenses and other operating expenses needed to support the growth of our business which could have an adverse impact on our ability to achieve our intended business objectives. We believe our working capital resources will be sufficient to fund our operations through at least
December 31, 2016
.
Principles of Consolidation
The consolidated financial statements include the accounts of DexCom and our wholly owned subsidiaries, DexCom AB, and SweetSpot Diabetes Care, Inc. (“SweetSpot”). All significant intercompany balances and transactions have been eliminated in consolidation.
Segment Reporting and Geographic Information
An operating segment is identified as a component of a business that has discrete financial information available, and one for which the chief operating decision maker must decide the level of resource allocation. In addition, the guidance for segment reporting indicates certain quantitative thresholds. The operations of SweetSpot, our subsidiary, does not meet the definition of an operating segment and are currently not material, but may become material in the future.
We currently consider our operations to be, and manage our business globally within,
one
reportable segment, which is consistent with how our President and Chief Executive Officer, who is our chief operating decision maker, reviews our business, makes investment and resource allocation decisions and assesses operating performance.
We sell our products through a direct sales force in the United States and through distribution arrangements in the United States, Canada, Australia, New Zealand, and in portions of Europe, Asia, the Middle East, Latin America, and Africa. DexCom, Inc. is domiciled in the United States.
During the years ended
2015
,
2014
and
2013
, no individual country, outside of our country of domicile, generated revenue that represented more than
10%
of our total revenue. Product revenue is designated based on the geographic location to which we deliver the product. Development grant and other revenue is attributed to countries based upon the location of the headquarters of our customer or their billing address. During fiscal
2015
and
2014
, total revenues attributable to the United States and outside of the United States were as follows:
|
Years Ended December 31,
|
|||||||||||||
|
2015
|
2014
|
||||||||||||
|
Amount
|
%
of Total |
Amount
|
%
of Total |
||||||||||
|
(In millions, except percentages)
|
|||||||||||||
|
Revenues:
|
|||||||||||||
|
United States
|
$
|
347.4
|
|
86
|
%
|
$
|
224.2
|
|
86
|
%
|
|||
|
Outside of the United States
|
54.6
|
|
14
|
%
|
35.0
|
|
14
|
%
|
|||||
|
Total
|
$
|
402.0
|
|
100
|
%
|
$
|
259.2
|
|
100
|
%
|
|||
F-8
Revenue attributed to countries outside of the United States for fiscal
2013
did not exceed
10%
of our total revenue. Substantially all of our long-lived assets are located in the United States.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Significant estimates include excess or obsolete inventories, valuation of inventory, warranty accruals, allowance for bad debt, refunds and rebates, including pharmacy rebates and sharebased compensation expense.
Cash and Cash Equivalents
We invest our excess cash in bank deposits, money market accounts, and debt securities. We consider all highly liquid investments with a maturity of
90
days or less at the time of purchase to be cash equivalents.
Accounts Receivable
We grant credit to various customers in the normal course of business. We maintain an allowance for doubtful accounts for potential credit losses. Uncollectible accounts are written-off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a customer account is uncollectible. Generally, receivable balances greater than one year past due are deemed uncollectible.
Letters of Credit
At
December 31,
2015
and
2014
, we had irrevocable letters of credit outstanding with a commercial bank for approximately
$0.7 million
and
$0.7 million
, respectively, securing our facility leases. The letters of credit are secured by cash equivalents. The letter of credit as of
December 31,
2014
was also secured by an equal amount of restricted cash which has been separately disclosed in the accompanying consolidated balance sheets.
Concentration of Credit Risk
Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investment securities, and accounts receivable. We limit our exposure to credit loss by placing our cash with high credit quality financial institutions. We have established guidelines relative to diversification of our cash and investment securities and their maturities that are intended to secure safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates and changes in our operations and financial position. The following table summarizes customers who accounted for
10%
or more of net accounts receivable:
|
|
December 31,
|
|||
|
|
2015
|
2014
|
||
|
Customer A
|
23%
|
23%
|
||
|
Customer B
|
13%
|
12%
|
||
Impairment of Long-Lived Assets
We record impairment losses on long-lived assets used in operations when events and circumstances indicate that assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. We have not experienced any material impairment losses on assets used in operations.
Share-Based Compensation
Share-based compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized, for awards that are ultimately expected to vest, primarily on a straight-line basis over the requisite service period of the individual grants, which typically equals the vesting period. The fair value of our
RSUs
is based on the market price of our common stock on the date of grant. We are also required to estimate at grant the likelihood that the award will ultimately vest (the “pre-vesting forfeiture rate”), and to revise the estimate, if necessary, in future periods if the actual forfeiture rate differs. We determine the pre-vesting forfeiture rate of an award based on our historical pre-vesting award forfeiture experience, giving consideration to company-specific events impacting historical pre-vesting award forfeiture experience that are unlikely to occur in the future as well as anticipated future events that may impact forfeiture rates. We use our historical data to estimate pre-vesting forfeitures and record stock-based compensation expense only for those awards that are expected to vest.
F-9
Revenue Recognition
We sell our durable systems and disposable units through a direct sales force in the United States and through distribution arrangements in the
United States
,
Canada
,
Australia
,
New Zealand
, and in portions of
Europe
,
Asia
, the
Middle East
,
Latin America
and
Africa
. Components are individually priced and can be purchased separately or together. We receive payment directly from customers who use our products, as well as from distributors, organizations and third-party payors. Our durable system includes a reusable transmitter, a receiver, a power cord and a USB cable. Disposable sensors for use with the durable system are sold separately in packages of four. We provide free of charge software and mobile applications for use with our durable systems and disposable sensors. The initial durable system price is generally not dependent upon the purchase of any amount of disposable sensors.
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. Revenue on product sales is generally recognized upon shipment, which is when title and the risk of loss have been transferred to the customer and there are no other post shipment obligations. With respect to customers who directly pay for products, the products are generally paid for at the time of shipment using a customer’s credit card and do not include customer acceptance provisions. We recognize revenue from contracted insurance payors based on the contracted rate. For non-contracted insurance payors, we obtain prior authorization from the payor and recognize revenue based on the estimated collectible amount and historical experience. We also receive a prescription or statement of medical necessity and, for insurance reimbursement customers, an assignment of benefits prior to shipment.
We provide a “
30
-day money back guarantee” program whereby customers who purchase a durable system and a package of four disposable sensors may return the durable system for any reason within thirty days of purchase and receive a full refund of the purchase price of the durable system. We accrue for estimated returns, refunds and rebates, including pharmacy rebates, by reducing revenues and establishing a liability account at the time of shipment based on historical experience. Returns have historically been immaterial. Allowances for rebates include contracted discounts with commercial payors and are amounts owed after the final dispensing of the product by a distributor or retail pharmacy to a pharmacy benefit plan participant and are based upon contractual agreements with private sector benefit providers. The allowance for rebates is based on contractual discount rates, expected utilization under each contract and our estimate of the amount of inventory in the distribution channel that will become subject to such rebates. Our estimates for expected utilization for rebates are based on historical rebate claims and to a lesser extent third party market research data. Rebates are generally invoiced and paid monthly or quarterly in arrears so that our accrual consists of an estimate of the amount expected to be incurred for the current month's or quarter’s activity, plus an accrual for unpaid rebates from prior periods, and an accrual for inventory in the distribution channel.
We have entered into distribution agreements with
Byram
,
Edgepark
and other distributors that allow the distributors to sell our durable systems and disposable units. We have contracts with certain distributors who stock our products, and we refer to these distributors as
Stocking Distributors
, whereby the
Stocking Distributors
fulfill orders for our product from their inventory. We also have contracts with certain distributors that do not stock our products, but rather products are shipped directly to the customer by us on behalf of our distributor, and we refer to these distributors as Drop-Ship Distributors. Revenue is recognized based on contracted prices and invoices are either paid by check following the issuance of a purchase order or letter of credit, or they are paid by wire at the time of placing the order. Terms of distributor orders are generally
FOB
(or Free Carrier (“
FCA
”) shipping point for international orders). Distributors do not have rights of return per their distribution agreement outside of our standard warranty. The distributors typically have a limited time frame to notify us of any missing, damaged, defective or non-conforming products. For any such products, we shall either, at our option, replace the portion of defective or non-conforming product at no additional cost to the distributor or cancel the order and refund any portion of the price paid to us at that time for the sale in question.
One of our distributors,
Byram
, accounted for
$74.1 million
,
$46.1 million
and
$24.3 million
in gross revenue, which represents
18%
,
18%
and
15%
of our total revenues for the
twelve months ended
December 31,
2015
,
2014
and
2013
, respectively. Another one of our distributors,
Edgepark
, accounted for
$42.6 million
,
$28.1 million
and
$23.1 million
in gross revenue, which represents
11%
,
11%
and
14%
of our total revenues for the
twelve months ended
December 31,
2015
,
2014
and
2013
, respectively.
Warranty Accrual
Estimated warranty costs associated with a product are recorded at the time of shipment. We estimate future warranty costs by analyzing historical warranty experience for the timing and amount of returned product, and these estimates are evaluated on at least a quarterly basis to determine the continued appropriateness of such assumptions.
F-10
Research and Development
All costs of research and development are expensed as incurred. Research and development expenses primarily include salaries, bonus and payroll related costs, clinical trials, regulatory expenses, quality assurance programs, part components, share-based compensation, and fees paid to consultants.
Foreign Currency
The financial statements of our subsidiary in Sweden, whose functional currency is the Swedish Krona, are translated into U.S. dollars for financial reporting purposes. Assets and liabilities are translated at period-end exchange rates, and revenue and expense transactions are translated at average exchange rates for the period. Cumulative translation adjustments are recognized as part of comprehensive income and are included in accumulated other comprehensive loss in the consolidated balance sheet. Gains and losses on transactions denominated in other than the functional currency are reflected in operations. To date the results of operations of this subsidiary and related translation adjustments have not been material in our consolidated results.
Comprehensive Loss
We report all components of comprehensive loss, including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net loss and comprehensive loss, including unrealized gains and losses on marketable securities and foreign currency translation adjustments, are reported, net of their related tax effect, to arrive at comprehensive loss.
Inventory
Inventory is valued at the lower of cost or market value on a part-by-part basis that approximates first in, first out. We make adjustments to reduce the cost of inventory to its net realizable value, if required, for estimated excess, obsolete and potential scrapped inventories. Factors influencing these adjustments include inventories on hand and on order compared to estimated future usage and sales for existing and new products, as well as judgments regarding quality control testing data, and assumptions about the likelihood of scrap and obsolescence. Once written down the adjustments are considered permanent and are not reversed until the related inventory is sold or disposed.
Our products require customized products and components that currently are available from a limited number of sources. We purchase certain components and materials from single sources due to quality considerations, costs or constraints resulting from regulatory requirements.
Deferred Rent
Rent expense is recorded on a straight-line basis over the term of the lease. The difference between rent expense accrued and amounts paid under the lease agreement is recorded as deferred rent in the accompanying consolidated balance sheets.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized, which requires significant judgment. We establish a valuation allowance against our net deferred tax assets to reduce them to the amount expected to be realized. The realization of deferred tax assets is dependent, in part, upon future taxable income. In assessing whether our deferred tax assets will be realized, we consider all available evidence, both positive and negative. Such evidence includes historical earnings, future reversals of existing taxable temporary differences, estimates of future taxable income, and the feasibility of ongoing tax planning strategies.
We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
F-11
We file income tax returns in the United States, Sweden and in various state jurisdictions with varying statutes of limitations. Due to net operating losses incurred, our income tax returns from inception to date are subject to examination by taxing authorities. Our policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. As of
December 31, 2015
, we had no interest or penalties accrued for uncertain tax positions.
Marketable Securities
We have classified our marketable securities with remaining maturity at purchase of more than three months and remaining maturities of one year or less as short-term available-for-sale marketable securities. Marketable securities with remaining maturities of greater than one year are also classified as short-term available-for-sale marketable securities as such marketable securities represent the investment of cash that is available for current operations. We carry our marketable securities at fair value with unrealized gains and losses, if any, reported as a separate component of stockholders' equity and included in comprehensive loss. Realized gains and losses are calculated using the specific identification method and recorded as interest income. We invest in various types of securities, including debt securities in government-sponsored entities, corporate debt securities, U.S. Treasury securities and commercial paper. We do not generally intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.
Fair Value Measurements
The fair value hierarchy described by the authoritative guidance for fair value measurements is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value and include the following:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
We carry our marketable securities at fair value. The carrying amounts of financial instruments, such as cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities, are carried at cost, which approximate the related fair values due to the short-term maturities of these instruments. For additional detail see Note 6 “Fair Value Measurements.”
Property and Equipment
Property and equipment is stated at cost and depreciated over the estimated useful lives of the assets, generally
three
years for computer equipment,
four
years for machinery and equipment, and
five
years for furniture and fixtures, using the straight-line method. Leasehold improvements are stated at cost and amortized over the shorter of the estimated useful lives of the assets or the remaining lease term.
Goodwill and Intangible Assets
Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. The change in the carrying value of goodwill during the twelve months ended December 31, 2015 resulted from an acquisition of a small privately held engineering consulting company with
10
full time employees to complement our research and development activities, which closed in April 2015.
Our identifiable intangible assets are comprised of acquired technologies, customer relationships, covenants not-to-compete, in-process research and development and trade names. The cost of identifiable intangible assets with finite lives is generally amortized on a straight-line basis over the assets’ respective estimated useful lives.
We test goodwill and intangible assets with indefinite lives for impairment on an annual basis. Also, between annual tests we test for impairment if events and circumstances indicate it is more likely than not that the fair value is less than the carrying value. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business and an adverse action or assessment by a regulator.
Recent Accounting Guidance
F-12
In May 2014, the Financial Accounting Standards Board ("FASB") issued authoritative guidance for Revenue from Contracts with Customers, to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the guidance is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The guidance defines a five step process to achieve this core principle and it is possible when the five step process is applied, more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The updated standard permits the use of either the retrospective or cumulative effect transition method and is effective for us in our first quarter of fiscal 2018. Early adoption is not permitted. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
In July 2015, the FASB issued guidance to change the subsequent measurement of inventory from lower of cost or market to lower of cost and net realizable value. The guidance requires that inventory accounted for under the first-in, first-out (FIFO) or average cost methods be measured at the lower of cost and net realizable value, where net realizable value represents the estimated selling price of inventory in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is effective for us beginning in the first quarter of fiscal 2018. Earlier application is permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the effect this guidance will have on our consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the current guidance in ASC Topic 740, Income Taxes, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. We have elected to early adopt prospectively beginning in the year ended December 31, 2015 with our deferred tax assets and deferred tax liabilities presented as noncurrent in the consolidated balance sheet and related disclosures for the year ended December 31, 2015.
2. Net Loss Per Common Share
Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, outstanding options and unvested
RSUs
settleable in shares of common stock are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive.
Historical outstanding anti-dilutive securities not included in diluted net loss per share attributable to common stockholders calculation (in millions):
|
Years Ended December 31,
|
||||||||
|
|
2015
|
|
2014
|
2013
|
||||
|
Options outstanding to purchase common stock
|
1.3
|
|
3.1
|
|
5.8
|
|
||
|
Unvested restricted stock units
|
4.1
|
|
4.2
|
|
3.6
|
|
||
|
Total
|
5.4
|
|
7.3
|
|
9.4
|
|
||
F-13
3. Financial Statement Details (in millions)
Short Term Marketable Securities, Available-for-Sale
Short term marketable securities, consisting solely of debt securities were as follows:
|
|
December 31, 2015
|
||||||||||||||
|
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Estimated
Market
Value
|
|||||||||||
|
U.S. government agencies
|
$
|
22.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
22.1
|
|
|||
|
Corporate debt
|
4.9
|
|
—
|
|
—
|
|
4.9
|
|
|||||||
|
Commercial paper
|
2.1
|
|
—
|
|
—
|
|
2.1
|
|
|||||||
|
Total
|
$
|
29.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
29.1
|
|
|||
|
|
December 31, 2014
|
||||||||||||||
|
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Estimated
Market
Value
|
|||||||||||
|
U.S. government agencies
|
$
|
9.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
9.1
|
|
|||
|
Corporate debt
|
2.3
|
|
—
|
|
—
|
|
2.3
|
|
|||||||
|
Commercial paper
|
0.4
|
|
—
|
|
—
|
|
0.4
|
|
|||||||
|
Total
|
$
|
11.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
11.8
|
|
|||
Accounts Receivable
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
Accounts receivable
|
$
|
82.0
|
|
$
|
46.8
|
|
|
|
Less allowance for doubtful accounts, sales returns and discounts
|
(7.9
|
)
|
(4.4
|
)
|
|||
|
Total
|
$
|
74.1
|
|
$
|
42.4
|
|
|
Inventory
|
December 31,
|
|||||||
|
2015
|
2014
|
||||||
|
Raw materials
|
$
|
16.0
|
|
$
|
7.6
|
|
|
|
Work-in-process
|
2.6
|
|
1.0
|
|
|||
|
Finished goods
|
16.6
|
|
7.4
|
|
|||
|
Total
|
$
|
35.2
|
|
$
|
16.0
|
|
|
Property and Equipment
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
Furniture and fixtures
|
$
|
3.7
|
|
$
|
3.9
|
|
|
|
Computer equipment
|
21.0
|
|
18.9
|
|
|||
|
Machinery and equipment
|
47.2
|
|
26.5
|
|
|||
|
Leasehold improvements
|
21.0
|
|
14.7
|
|
|||
|
Total
|
92.9
|
|
64.0
|
|
|||
|
Accumulated depreciation and amortization
|
(38.2
|
)
|
(32.8
|
)
|
|||
|
Property and equipment, net
|
$
|
54.7
|
|
$
|
31.2
|
|
|
Depreciation and amortization expense related to property and equipment for the
twelve months ended
December 31,
2015
,
2014
, and
2013
was
$10.2 million
,
$7.8 million
, and
$6.4 million
, respectively.
F-14
Goodwill and Intangible Assets
Goodwill and intangible assets as of
December 31, 2015
consisted of the following (in millions, except months):
|
Weighted-Average
Amortization
Period
(in months)
|
Gross
Amount
|
Accumulated
Amortization
|
Intangible Assets, net
|
|||||||||||
|
Intangible assets subject to amortization
|
||||||||||||||
|
Developed technology
|
109
|
$
|
3.2
|
|
$
|
(1.5
|
)
|
$
|
1.7
|
|
||||
|
Customer-related intangible
|
70
|
0.6
|
|
(0.4
|
)
|
0.2
|
|
|||||||
|
Covenants not-to-compete
|
70
|
0.2
|
|
(0.1
|
)
|
0.1
|
|
|||||||
|
In-process research and development
|
51
|
0.2
|
|
(0.1
|
)
|
0.1
|
|
|||||||
|
Total
|
$
|
4.2
|
|
$
|
(2.1
|
)
|
$
|
2.1
|
|
|||||
|
Intangible assets not subject to amortization
|
||||||||||||||
|
Trademarks and trade names
|
0.1
|
|
||||||||||||
|
Goodwill
|
3.7
|
|
||||||||||||
|
Total
|
$
|
3.8
|
|
|||||||||||
Goodwill and intangible assets as of
December 31, 2014
consisted of the following (in millions, except months):
|
Weighted-Average
Amortization
Period
(in months)
|
Gross
Amount
|
Accumulated
Amortization
|
Intangible Assets, net
|
|||||||||||
|
Intangible assets subject to amortization
|
||||||||||||||
|
Developed technology
|
109
|
$
|
3.2
|
|
$
|
(1.2
|
)
|
$
|
2.0
|
|
||||
|
Customer-related intangible
|
70
|
0.6
|
|
(0.3
|
)
|
0.3
|
|
|||||||
|
Covenants not-to-compete
|
70
|
0.2
|
|
(0.1
|
)
|
0.1
|
|
|||||||
|
Total
|
$
|
4.0
|
|
$
|
(1.6
|
)
|
$
|
2.4
|
|
|||||
|
Intangible assets not subject to amortization
|
||||||||||||||
|
In-process research and development
|
0.2
|
|
||||||||||||
|
Trademarks and trade names
|
0.1
|
|
||||||||||||
|
Goodwill
|
3.2
|
|
||||||||||||
|
Total
|
$
|
3.5
|
|
|||||||||||
Total expense related to amortization of intangible assets for the
twelve months ended
December 31,
2015
,
2014
, and
2013
was
$0.5 million
,
$0.6 million
, and
$0.6 million
, respectively. In the fourth quarter of
2014
, we recorded an impairment charge of
$0.2
million, included in the "Research and development" line item of the Consolidated Statement of Operations related to our Covenant not-to-compete intangible asset as a result of the SweetSpot settlement agreement entered into on November 3, 2014.
The following table sets forth the total future amortization expense related to intangible assets subject to amortization as of
December 31, 2015
:
|
Fiscal Year Ending
|
|||
|
2016
|
$
|
0.5
|
|
|
2017
|
0.5
|
|
|
|
2018
|
0.3
|
|
|
|
2019
|
0.3
|
|
|
|
2020
|
0.3
|
|
|
|
Thereafter through 2021
|
0.2
|
|
|
|
Total
|
$
|
2.1
|
|
|
|
|||
F-15
Accounts Payable and Accrued Liabilities
|
December 31,
|
|||||||
|
2015
|
2014
|
||||||
|
Accounts payable trade
|
$
|
19.0
|
|
$
|
9.9
|
|
|
|
Accrued tax, audit, and legal fees
|
2.1
|
|
1.6
|
|
|||
|
Clinical trials
|
0.7
|
|
0.4
|
|
|||
|
Accrued other including warranty
|
17.1
|
|
8.5
|
|
|||
|
Total
|
$
|
38.9
|
|
$
|
20.4
|
|
|
Accrued Payroll and Related Expenses
|
|
December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
Accrued paid time off
|
$
|
4.4
|
|
$
|
3.2
|
|
|
|
Accrued wages, bonus and taxes
|
18.4
|
|
12.5
|
|
|||
|
Other accrued employee benefits
|
2.1
|
|
1.5
|
|
|||
|
Total
|
$
|
24.9
|
|
$
|
17.2
|
|
|
Accrued Warranty
Warranty costs are reflected in the consolidated statements of operations as product cost of sales. A reconciliation of our accrued warranty costs for the
twelve
months ended
December 31, 2015
and
2014
were as follows:
|
|
Years Ended December 31,
|
||||||
|
|
2015
|
2014
|
|||||
|
Beginning balance
|
$
|
1.3
|
|
$
|
0.9
|
|
|
|
Charges to costs and expenses
|
9.0
|
|
5.2
|
|
|||
|
Costs incurred
|
(7.0
|
)
|
(4.8
|
)
|
|||
|
Ending balance
|
$
|
3.3
|
|
$
|
1.3
|
|
|
4. Commitments and Contingencies
In November 2012, we entered into a loan and security agreement (the “Loan Agreement”) that provides for (i) a
$15.0 million
revolving line of credit and (ii) a total term loan of up to
$20.0 million
(the "Term Loan"), in both cases, to be used for general corporate purposes. The borrowings under the Loan Agreement are collateralized by a first priority security interest in substantially all of our assets with a negative pledge on our intellectual property. The revolving line of credit expired as of November 2015 with no amounts drawn or outstanding. In accordance with the Loan Agreement,
$7.0 million
was advanced under the Term Loan at the funding date in November 2012 and the remaining
$13.0 million
in additional funds
expired unused.
The Term Loan bears a fixed interest rate equal to the three-year treasury rate at the time of advance plus
6.94%
and requires payment of interest only for the first year and amortized payments of interest and principal thereafter through the maturity date of
November 2016
. The aggregate debt issuance costs and fees incurred with respect to the issuance of the Loan Agreement were
$1.1 million
. These costs have been capitalized as debt issuance costs on our consolidated balance sheet as other assets. Fees related to the revolving line of credit were amortized through the maturity date of November 2015. Issuance costs and fees related to the term loan are being amortized through the maturity date of November 2016 using the effective interest method. As of
December 31, 2015
, the remaining unamortized issuance costs and fees are insignificant. Principal repayment obligations under the Loan Agreement as of
December 31, 2015
were
$2.3 million
.
Leases
Under the office lease agreement, as amended (the "Office Lease"), with John Hancock Life Insurance Company (U.S.A.) (the "Landlord") we lease approximately
219,000
square feet of space in the locations at 6340 Sequence Drive, 6310 Sequence Drive and 6290 Sequence Drive. The amended lease term extends through March 2022 and we have an option to renew the lease upon the expiration of the initial term for
two
additional
five
-year terms by giving notice to the Landlord prior
F-16
to the end of the initial term of the lease and any extension period, if applicable. Provided we are not in default under the Office Lease and the Office Lease is still in effect, we generally have the right to terminate the lease starting at the 55
th
month of the Office Lease. In September 2015, we received
$1.8 million
of tenant improvement allowance associated with the Office Lease, which was recorded as a deferred rent obligation and will be amortized over the term of the lease and reflected as a reduction to rent expense. Leasehold improvements associated with the tenant improvement allowance are included in Property and equipment, net in our consolidated balance sheet. We have also entered into other operating lease agreements, primarily for office and warehouse space, that expire at various times through March 2022. These facility leases have annual rental increases ranging from approximately
2.5%
to
4%
. The difference between the straight-line expense over the term of the lease and actual amounts paid are recorded as deferred rent.
Rental obligations, excluding real estate taxes, operating costs, and tenant improvement allowances, under all lease agreements as of
December 31, 2015
were as follows (in millions):
|
Fiscal Year Ending
|
|||
|
2016
|
$
|
4.8
|
|
|
2017
|
4.4
|
|
|
|
2018
|
5.2
|
|
|
|
2019
|
5.3
|
|
|
|
2020
|
5.3
|
|
|
|
Thereafter
|
6.5
|
|
|
|
Total
|
$
|
31.5
|
|
Total rent expense for the
twelve months ended
December 31,
2015
,
2014
and
2013
was
$5.6 million
,
$3.6 million
and
$3.0 million
, respectively.
Litigation
From time to time, we are subject to various claims and suits arising out of the ordinary course of business, including commercial and employment related matters. In addition, from time to time, we may bring claims or initiate lawsuits against various third parties with respect to matters arising out of the ordinary course of our business, including commercial and employment related matters. We do not expect that the resolution of these matters would, or will, have a material adverse effect or material impact on our consolidated financial position.
Purchase Commitments
We are party to various purchase arrangements related to our manufacturing and development activities including materials used in our CGM systems. As of
December 31, 2015
, we had purchase commitments with vendors totaling
$49.3 million
due within
one
year. There are no material purchase commitments due beyond one year.
5. Development and Other Agreements
Collaboration with Google Life Sciences
On August 10, 2015, we entered into a
Collaboration and License Agreement
(the “
Verily Collaboration Agreement
”) with
Google Life Sciences LLC
, now renamed Verily Life Sciences (“
Verily
”). Pursuant to the
Verily Collaboration Agreement
, we and
Verily
have agreed to jointly develop a series of next-generation continuous glucose monitoring products. The
Verily Collaboration Agreement
provides us with an exclusive license to use certain intellectual property of
Verily
related to the development, manufacture and commercialization of the products contemplated under the
Verily Collaboration Agreement
. The
Verily Collaboration Agreement
provides for the establishment of a joint steering committee, joint development committee and joint commercialization committee to oversee and coordinate the parties’ activities under the collaboration. We and
Verily
have agreed to make committee decisions by consensus.
The terms of
Verily Collaboration Agreement
required that we pay an upfront fee of
$35.0 million
in either cash or shares of our common stock at our sole election, with the number of shares calculated based on the volume weighted average trading price during a period of
twenty
consecutive trading days ending prior to the date of the
Verily Collaboration Agreement
. In addition, we will pay
Verily
up to
$65.0 million
in additional milestones upon achievement of various development and regulatory objectives, which payments may be paid in cash or shares of our common stock at our sole election, calculated based on the volume weighted average trading price during a period of twenty consecutive trading days ending on the trading day prior to the date on which the applicable objective has been achieved.
F-17
On August 27, 2015, we filed a Registration Statement on Form S-3 with the SEC and issued
404,591
shares of our common stock to
Verily
in connection with the
$35.0 million
upfront payment. We recorded
$36.5 million
in research and development expense in our consolidated statement of operations for the
twelve months ended
months ended
December 31, 2015
related to the issuance of the
404,591
shares of our common stock, based on our stock price of
$90.29
per share as of the date of
Verily Collaboration Agreement
.
In addition,
Verily
is eligible to receive tiered royalty payments associated with the commercialization of the products contemplated under the
Verily Collaboration Agreement
, which are subject to regulatory approval. Unless we attain annual product sales subject to the
Verily Collaboration Agreement
in excess of
$750.0 million
, there will be
no
royalty paid by us to
Verily
. Above this range, and upon marketing approval of the initial product contemplated by the
Verily Collaboration Agreement
, or upon commercialization of any other DexCom product that incorporates
Verily
intellectual property, we will pay to
Verily
a royalty percentage starting in the high single digits and declining to the mid-single digits based on our annual aggregate product sales.
The
Verily Collaboration Agreement
shall be terminable by either party (a) upon uncured material breach of the
Verily Collaboration Agreement
by the other party, (b) if the second product contemplated by the
Verily Collaboration Agreement
has not been submitted to the
FDA
for approval by a specified date and (c) if the annual net sales for the products developed with
Verily
under the
Verily Collaboration Agreement
are less than a specified aggregate dollar amount. Additionally, we have the right to terminate the
Verily Collaboration Agreement
upon the expiration of the last to expire patent that covers a product developed under the
Verily Collaboration Agreement
.
Edwards Lifesciences LLC
On November 10, 2008, we entered into a Collaboration Agreement with
Edwards Lifesciences LLC (“Edwards”)
. The Collaboration Agreement was amended by the parties on May 5, 2009 (as amended, the “Collaboration Agreement”). In accordance with the Collaboration Agreement, the parties also entered into a Manufacturing and Supply Agreement and Quality Agreement, each dated as of November 10, 2008 (the “Manufacturing and Supply Agreement” and “Quality Agreement,” respectively). Pursuant to the Collaboration Agreement, the parties agreed to develop jointly and to market an in-hospital automatic blood glucose monitoring system ("In-Hospital Product"). On September 3, 2015, we and Edwards entered into a Restatement of License, Termination of Collaboration & Release Agreement (the “Restated Agreement”) terminating each of the Manufacturing and Supply Agreement and Quality Agreement, and amending in part the Collaboration Agreement. Pursuant to the Restated Agreement, we and Edwards agreed to a mutual release of claims, including any activities related to further development obligations or milestone payments. In addition, the Restated Agreement provides Edwards with a fully paid-up, royalty-free license to use certain of our intellectual property solely in the field of blood-based glucose monitoring within the hospital environment. Under the Restated Agreement, we reserve the right to market and sell our interstitial continuous glucose monitoring technology in all settings, including within the hospital market. No payments are required by either party in connection with the Restated Agreement.
Tandem Diabetes Care, Inc.
On February 1, 2012, we entered into a
non-exclusive Development and Commercialization Agreement (the “Tandem Agreement”)
with
Tandem Diabetes Care, Inc. (“Tandem”)
to integrate a future generation of our continuous glucose monitoring technology with
Tandem
’s t:slim
™
insulin delivery system in the United States. On January 4, 2013, the
Tandem Agreement
was amended to allow for the integration of our G4 PLATINUM systems with
Tandem
's t:slim insulin delivery system in the United States.
We received an initial payment of
$1.0 million
as a result of the execution of the
Tandem Agreement
, which was fully recognized in development grant and other revenue as of December 31, 2014. During the year ended
December 31, 2013
we recognized
$0.5 million
related to the initial consideration received. In July 2014, we received an additional
$1.0 million
milestone payment related to the regulatory submission by
Tandem
of their
CGM
enabled insulin pump. In September 2015, we received the final
$1.0 million
milestone payment related to the regulatory approval of
Tandem
's
CGM
enabled insulin pump, which was recognized in development grant and other revenue for the
twelve months ended
December 31, 2015
. Under the terms of the
Tandem Agreement
, we are entitled to receive up to
$1.0 million
to offset certain development, clinical and regulatory expenses. Each of the milestones related to the
Tandem Agreement
is considered to be substantive.
In September 2015, the
Tandem Agreement
was amended to eliminate Tandem’s obligation to pay DexCom a royalty of
$100
for each Tandem t:slim G4 integrated pump system sold and instead to reallocate
$100
for each Tandem t:slim G4 integrated pump system to incremental marketing activities for such pump systems, or marketing activities to support other jointly funded development projects.
F-18
The Leona M. and Harry B Helmsley Charitable Trust
In July 2013, we were awarded a
$4.0 million
grant (the "Helmsley Grant") from the Leona M. and Harry B. Helmsley Charitable Trust (the "Helmsley Trust") to accelerate the development of the sixth generation of our advanced glucose-sensing technologies (the "
Gen 6 Sensor
"). The funding is milestone-based and is contingent upon our meeting specific development milestones related to the development of the
Gen 6 Sensor
over a period of several years. Upon successful commercialization of our
Gen 6 Sensor
, we are obligated to either (1) make royalty payments based on a percentage of product sales of up to
$2.0 million
per year for
four
years, or (2) at our sole election, make a one-time
$6.0 million
royalty payment.
The Helmsley Grant funds will offset research and development expense as incurred and earned. During the years ended
2015
,
2014
and
2013
,
$1.0 million
,
$2.5 million
and
$0.5 million
of the Helmsley Grant was received and earned.
6. Fair Value Measurements
We base the fair value of our Level 1 financial instruments that are in active markets using quoted market prices for identical instruments.
We obtain the fair value of our Level 2 financial instruments, which are not in active markets, from a primary professional pricing source using quoted market prices for identical or comparable instruments, rather than direct observations of quoted prices in active markets. Fair value obtained from this professional pricing source can also be based on pricing models whereby all significant observable inputs, including maturity dates, issue dates, settlement date, benchmark yields, reported trades, broker-dealer quotes, issue spreads, benchmark securities, bids, offers or other market related data, are observable or can be derived from, or corroborated by, observable market data for substantially the full term of the asset.
We validate the quoted market prices provided by our primary pricing service by comparing the fair values of our Level 2 marketable securities portfolio balance provided by our primary pricing service against the fair values of our Level 2 marketable securities portfolio balance provided by our investment managers.
The following table represents our fair value hierarchy for our financial assets (cash equivalents and marketable securities) measured at fair value on a recurring basis as of
December 31, 2015
(in millions):
|
|
Fair Value Measurements Using
|
||||||||||||||
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
|
Cash equivalents
|
$
|
—
|
|
$
|
32.1
|
|
$
|
—
|
|
$
|
32.1
|
|
|||
|
Marketable securities, available for sale
|
|||||||||||||||
|
U.S. government agencies
|
—
|
|
22.1
|
|
—
|
|
22.1
|
|
|||||||
|
Corporate debt
|
—
|
|
4.9
|
|
—
|
|
4.9
|
|
|||||||
|
Commercial paper
|
—
|
|
2.1
|
|
—
|
|
2.1
|
|
|||||||
|
Total marketable securities, available for sale
|
$
|
—
|
|
$
|
29.1
|
|
$
|
—
|
|
$
|
29.1
|
|
|||
The following table represents our fair value hierarchy for our financial assets (cash equivalents, marketable securities and restricted cash) measured at fair value on a recurring basis as of
December 31, 2014
(in millions):
|
|
Fair Value Measurements Using
|
||||||||||||||
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||
|
Cash equivalents
|
$
|
—
|
|
$
|
54.3
|
|
$
|
—
|
|
$
|
54.3
|
|
|||
|
Marketable securities, available for sale
|
|||||||||||||||
|
U.S. government agencies
|
—
|
|
9.1
|
|
—
|
|
9.1
|
|
|||||||
|
Corporate debt
|
—
|
|
2.3
|
|
—
|
|
2.3
|
|
|||||||
|
Commercial paper
|
—
|
|
0.4
|
|
—
|
|
0.4
|
|
|||||||
|
Total marketable securities, available for sale
|
$
|
—
|
|
$
|
11.8
|
|
$
|
—
|
|
$
|
11.8
|
|
|||
|
Restricted cash
|
$
|
1.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1.0
|
|
|||
Our restricted cash balance as of December 31, 2014 included certificates of deposit.
F-19
There were no transfers between Level 1 and Level 2 securities during the years ended
December 31, 2015
and
December 31, 2014
.
7. Income Taxes
We have recorded a net tax expense of
$0.1 million
for the years ended
December 31,
2015
and
2014
, respectively, and a net tax benefit of
$12,000
for the year ended
December 31, 2013
. The tax expense for the years ended
December 31,
2015
and
2014
were primarily related to foreign income taxes and state minimum taxes.
At
December 31, 2015
, we had federal and state tax net operating loss carryforwards of approximately
$675.1 million
and
$424.3 million
, respectively. The federal and state tax loss carryforwards will begin to expire in
2019
and
2016
, respectively, unless previously utilized. California net operating loss carryforwards of
$39.6 million
and
$14.1 million
will expire in 2016 and 2017, respectively. California net operating loss carryforwards of
$321.8 million
will expire from 2028 through 2035. Arizona net operating loss carryforwards of
$0.7 million
will expire in 2016.
We also had federal and state research and development tax credit carryforwards of approximately
$18.5 million
and
$20.5 million
, respectively. The federal research and development tax credit will begin to expire in
2019
, unless previously utilized. The state research and development tax credit will carryforward indefinitely until utilized.
Utilization of net operating losses and credit carryforwards are subject to an annual limitation due to ownership change limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. An ownership change limitation occurred as a result of the stock offering completed in February 2009. The limitation will likely result in approximately
$2.1 million
of U.S. income tax credits that will expire unused. The related deferred tax assets have been removed from the components of our deferred tax assets as summarized below. The tax benefits related to the remaining federal and state net operating losses and tax credit carryforwards may be further limited or lost if future cumulative changes in ownership exceed
50%
within any
three
-year period.
Significant components of our deferred tax assets as of
December 31,
2015
and
2014
are shown below (in millions). A valuation allowance of approximately
$196.4 million
has been established as of
December 31, 2015
to offset the deferred tax assets, as realization of such assets is uncertain. We maintain a deferred tax liability related to indefinite lived intangible assets that is not netted against deferred tax assets, as reversal of the taxable temporary difference cannot serve as a source of income for realization of the deferred tax assets, because the deferred tax liability will not reverse until the asset is sold or written down due to impairment.
|
December 31,
|
||||||||
|
|
2015
|
2014
|
||||||
|
Deferred tax assets:
|
||||||||
|
Net operating loss carryforwards
|
$
|
127.6
|
|
$
|
132.2
|
|
||
|
Capitalized research and development expenses
|
17.0
|
|
5.0
|
|
||||
|
Tax credits
|
19.1
|
|
9.0
|
|
||||
|
Share-based compensation
|
20.8
|
|
15.5
|
|
||||
|
Fixed and intangible assets
|
(1.3
|
)
|
1.2
|
|
||||
|
Other, net
|
13.9
|
|
7.0
|
|
||||
|
Total gross deferred tax assets
|
197.1
|
|
169.9
|
|
||||
|
Less: valuation allowance
|
(196.4
|
)
|
(169.0
|
)
|
||||
|
Deferred tax liability related to acquired intangibles assets
|
(0.8
|
)
|
(1.0
|
)
|
||||
|
Net deferred tax liability
|
$
|
(0.1
|
)
|
$
|
(0.1
|
)
|
||
We recognize windfall tax benefits associated with the exercise of share-based compensation directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from windfall tax benefits occurring from January 1, 2006 onward. At
December 31, 2015
, deferred tax assets do not include
$131.9 million
of excess tax benefits from share-based compensation.
As discussed in Note 1, we have elected to early adopt ASU 2015-17 prospectively beginning in the year ended December 31, 2015 with our deferred tax assets and deferred tax liabilities presented as noncurrent in the consolidated balance sheet for the year ended December 31, 2015.
F-20
The reconciliation between our effective tax rate on income (loss) from continuing operations and the statutory rate is as follows:
|
|
December 31,
|
||||||||
|
|
2015
|
2014
|
2013
|
||||||
|
Income taxes at statutory rates
|
35.00
|
%
|
35.00
|
%
|
35.00
|
%
|
|||
|
State income tax, net of federal benefit
|
1.72
|
%
|
(1.56
|
)%
|
2.70
|
%
|
|||
|
Permanent items
|
(0.55
|
)%
|
(0.80
|
)%
|
(3.64
|
)%
|
|||
|
Research and development credits
|
17.40
|
%
|
7.50
|
%
|
6.17
|
%
|
|||
|
Stock and officers compensation
|
(5.37
|
)%
|
(15.93
|
)%
|
(2.23
|
)%
|
|||
|
Rate change
|
(0.30
|
)%
|
(1.66
|
)%
|
7.11
|
%
|
|||
|
Other
|
(0.36
|
)%
|
(3.97
|
)%
|
0.08
|
%
|
|||
|
Change in valuation allowance
|
(47.73
|
)%
|
(19.24
|
)%
|
(45.15
|
)%
|
|||
|
Income taxes at effective rates
|
(0.19
|
)%
|
(0.66
|
)%
|
0.04
|
%
|
|||
The following table summarizes the activity related to our gross unrecognized tax benefits (in millions):
|
Balance at January 1, 2013
|
$
|
4.8
|
|
|
Increases related to prior year tax positions
|
0.5
|
|
|
|
Increases related to current year tax positions
|
0.9
|
|
|
|
Balance at December 31, 2013
|
6.2
|
|
|
|
Increases related to current year tax positions
|
1.4
|
|
|
|
Balance at December 31, 2014
|
7.6
|
|
|
|
Increases related to prior year tax positions
|
2.6
|
|
|
|
Increases related to current year tax positions
|
5.4
|
|
|
|
Balance at December 31, 2015
|
$
|
15.6
|
|
Due to the valuation allowance recorded against our deferred tax assets,
none
of the total unrecognized tax benefits as of
December 31, 2015
would reduce our annual effective tax rate if recognized. Interest and penalties are classified as a component of income tax expense and were not material for all the periods presented. Due to net operating losses incurred, tax years from 1999 and forward remain open to examination by the major taxing jurisdictions to which we are subject. We do not expect any changes to our unrecognized tax benefits over the next twelve months.
As of
December 31, 2015
, U.S. income taxes have not been provided on approximately
$0.5 million
of accumulated undistributed earnings of our foreign subsidiary in Sweden, as we currently intend to indefinitely reinvest these earnings in our foreign operations. It is not practicable to estimate the amount of tax that might be payable if some or all of such earnings were to be remitted.
8. Employee Benefit Plans
401(k) Plan
We have a defined contribution 401(k) retirement plan (the “401(k) Plan”) covering substantially all employees that meet certain age requirements. Employees may contribute up to
90%
of their compensation per year (subject to a maximum limit by federal tax law). Under the 401(k) Plan, we may elect to match a discretionary percentage of contributions. No such matching contributions have been made to the 401(k) Plan since its inception.
F-21
Employee Stock Purchase Plan
In May 2015, we adopted a new ESPP, the 2015 Employee Stock Purchase Plan (the “2015 ESPP”) which replaced our 2005 ESPP and permits our eligible employees to purchase shares of common stock, at semi-annual intervals, through periodic payroll deductions. Payroll deductions may not exceed
10%
of the participant’s cash compensation subject to certain limitations, and the purchase price will not be less than
85%
of the lower of the fair market value of the stock at either the beginning of the applicable Offering Period or the Purchase Date. Under our 2015 ESPP, each Offering Period is
twelve
months, with new Offering Periods commencing every
six
months on the dates of March 1 and September 1 of each year. Each Offering Period consists of
two
(2)
six
month purchase periods (each a “Purchase Period”) during which payroll deductions of the participants are accumulated under the
ESPP
. The last business day of each Purchase Period is referred to as the “Purchase Date.” Purchase Dates are every
six
months on the dates of February 28 or February 29 and August 31. Under our 2005 ESPP, the Offering Periods commence on February 1 and August 1 of each year with Purchase dates on January 31 and July 31.
During the years ended
2015
,
2014
and
2013
we issued
115,848
,
135,057
and
199,661
, respectively, shares of common stock under the 2005
ESPP
.
Equity Incentive Plans
In May 2015, we adopted the
2015 Equity Incentive Plan (the “2015 Plan”)
, which replaced the
2005 Equity Incentive Plan
and provides for the grant of incentive and nonstatutory stock options, restricted stock, stock bonuses, stock appreciation rights, and restricted stock units to employees, directors or consultants of the Company. The total number of shares reserved for issuance pursuant to the
2015 Plan
as of the date of adoption was
4.0 million
and forfeited shares under the
2005 Equity Incentive Plan
subsequent to May 28, 2015 are returned to the share reserve under the
2015 Plan
and will be available for future awards. Stockholder approval is required to increase the maximum number of securities that may be issued under the
2015 Plan
. Options generally vest over
three
or
four
years and expire
ten
years from the date of grant. In addition, incentive stock options may not be granted at a price less than the
100%
of the fair market value on the date of grant.
A summary of our stock option activity, and related information for the year ended
December 31, 2015
is as follows (in millions except weighted-average exercise price and weighted-average remaining contractual term):
|
Number of
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term
(years)
|
Aggregate
Intrinsic
Value
|
|||||||||
|
Outstanding at December 31, 2014
|
3.1
|
|
$
|
7.95
|
|
|||||||
|
Exercised
|
(1.8
|
)
|
8.22
|
|
||||||||
|
Forfeited
|
—
|
|
—
|
|
||||||||
|
Outstanding at December 31, 2015
|
1.3
|
|
$
|
7.56
|
|
2.96
|
$
|
94.5
|
|
|||
|
Exercisable at December 31, 2015
|
1.3
|
|
$
|
7.56
|
|
2.96
|
$
|
94.5
|
|
|||
The total intrinsic value of options exercised as of the date of exercise and total fair value of options vested was as follows (in millions):
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
Intrinsic value of options exercised
|
$
|
125.8
|
|
$
|
99.0
|
|
$
|
29.8
|
|
||
|
Fair value of options vested
|
$
|
—
|
|
$
|
0.4
|
|
$
|
1.3
|
|
||
We define in-the-money options at
December 31, 2015
as options that had exercise prices that were lower than the
$81.90
closing market price of our common stock at that date. The aggregate intrinsic value of options outstanding at
December 31, 2015
is calculated as the difference between the exercise price of the underlying options and the market price of our common stock for the
1.3 million
options that were in-the-money at that date. There were
1.3 million
in-the-money options exercisable at
December 31, 2015
.
Valuation and expense information
F-22
The following table summarizes share-based compensation expense related to employee stock options, restricted stock units and employee stock purchases for the years ended
December 31, 2015
,
2014
and
2013
(in millions):
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
2014
|
2013
|
||||||||
|
Cost of sales
|
$
|
8.1
|
|
$
|
4.5
|
|
$
|
2.6
|
|
||
|
Research and development
|
28.5
|
|
17.0
|
|
8.5
|
|
|||||
|
Selling, general and administrative
|
46.1
|
|
28.5
|
|
13.5
|
|
|||||
|
Share-based compensation expense included in operating expenses
|
$
|
82.7
|
|
$
|
50.0
|
|
$
|
24.6
|
|
||
At
December 31, 2015
, unrecognized estimated compensation costs related to unvested restricted stock units totaled
$151.8 million
and are expected to be recognized through
2019
.
We estimate the fair value of each option grant and ESPP purchase rights on the date of grant using the Black-Scholes option pricing model with the below assumptions. We did not have any option grants during the years ended
2015
,
2014
and
2013
.
ESPP:
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
2014
|
2013
|
|||||
|
Risk free interest rate
|
0.15 – 0.25
|
|
0.10 – 0.12
|
|
0.13 – 0.17
|
|
||
|
Dividend yield
|
—
|
%
|
—
|
%
|
—
|
%
|
||
|
Expected volatility of the Company’s stock
|
0.30 – 0.44
|
|
0.41 – 0.50
|
|
0.30 – 0.39
|
|
||
|
Expected life (in years)
|
1
|
|
1
|
|
1
|
|
||
Restricted Stock Units (RSUs)
RSU awards typically vest annually over
three
or
four
years, and vesting is subject to continued employment. The
RSUs
had a weighted-average grant date fair value of
$63.63
,
$46.19
and
$17.29
per share for the years ended
December 31, 2015
,
2014
and
2013
, respectively. The total fair value of
RSUs
vested was
$60.0 million
,
$27.0 million
and
$17.5 million
for the years ended
2015
,
2014
and
2013
, respectively.
The following table sets forth a summary of our RSU activity as of and for the year ended
December 31, 2015
(in millions except weighted average grant date fair value):
|
Shares
|
Weighted
Average
Grant Date
Fair Value
|
Aggregate
Intrinsic Value
|
||||||||
|
Nonvested at December 31, 2014
|
4.2
|
|
$
|
33.35
|
|
|||||
|
Granted
|
2.1
|
|
63.63
|
|
||||||
|
Vested
|
(2.0
|
)
|
29.48
|
|
||||||
|
Forfeited
|
(0.2
|
)
|
32.62
|
|
||||||
|
Nonvested at December 31, 2015
|
4.1
|
|
$
|
50.60
|
|
$
|
339.0
|
|
||
F-23
Reserved Shares
We have reserved shares of common stock for future issuance as follows (in millions)
|
|
December 31,
|
||||
|
|
2015
|
2014
|
|||
|
Stock options and awards under our plans:
|
|||||
|
Stock options granted and outstanding
|
1.3
|
|
3.1
|
|
|
|
Unvested restricted stock units
|
4.1
|
|
4.2
|
|
|
|
Reserved for future grant
|
3.7
|
|
0.3
|
|
|
|
Employee Stock Purchase Plan
|
1.5
|
|
2.5
|
|
|
|
Total
|
10.6
|
|
10.1
|
|
|
9. Quarterly Financial Information (Unaudited)
The following is a summary of the quarterly results of operations for the years ended
December 31,
2015
and
2014
(in millions except per share data):
|
|
For the Three Months Ended
|
|||||||||||||||
|
|
December 31
|
September 30
|
June 30
|
March 31
|
||||||||||||
|
Year ended December 31, 2015
|
||||||||||||||||
|
Revenues
|
$
|
130.8
|
|
$
|
105.2
|
|
$
|
93.2
|
|
$
|
72.8
|
|
||||
|
Gross profit
|
91.2
|
|
74.7
|
|
66.0
|
|
46.5
|
|
||||||||
|
Total operating expenses
|
89.6
|
|
117.1
|
|
69.6
|
|
59.2
|
|
||||||||
|
Net income (loss)
|
1.5
|
|
(42.5
|
)
|
(3.7
|
)
|
(12.9
|
)
|
||||||||
|
Basic net income (loss) per share (a)
|
$
|
0.02
|
|
$
|
(0.53
|
)
|
$
|
(0.05
|
)
|
$
|
(0.17
|
)
|
||||
|
Diluted net income (loss) per share (a)
|
$
|
0.02
|
|
$
|
(0.53
|
)
|
$
|
(0.05
|
)
|
$
|
(0.17
|
)
|
||||
|
Year ended December 31, 2014
|
||||||||||||||||
|
Revenues
|
$
|
84.3
|
|
$
|
69.0
|
|
$
|
58.8
|
|
$
|
47.1
|
|
||||
|
Gross profit
|
59.4
|
|
47.2
|
|
39.9
|
|
29.8
|
|
||||||||
|
Total operating expenses
|
57.8
|
|
52.2
|
|
45.7
|
|
42.1
|
|
||||||||
|
Net income (loss)
|
1.3
|
|
(5.2
|
)
|
(6.0
|
)
|
(12.5
|
)
|
||||||||
|
Basic net income (loss) per share (a)
|
$
|
0.02
|
|
$
|
(0.07
|
)
|
$
|
(0.08
|
)
|
$
|
(0.17
|
)
|
||||
|
Diluted net income (loss) per share (a)
|
$
|
0.02
|
|
$
|
(0.08
|
)
|
$
|
(0.09
|
)
|
$
|
(0.17
|
)
|
||||
(a) Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.
10. Subsequent Events
On February 1, 2016, we entered into a Sublease (the “Sublease”) with Entropic Communications, LLC with respect to facilities in the building at 6350 Sequence Drive in San Diego, California (the “6350 Building”).
Under the Sublease, we have leased approximately
132,600
square feet of space in the 6350 Building. The lease term extends through January 2022. Rent payable by us under the Sublease will be as follows (in millions):
F-24
|
Fiscal Year Ending
|
Total Annual Base Rent
|
|||
|
2016
|
$
|
0.8
|
|
|
|
2017
|
1.5
|
|
||
|
2018
|
2.2
|
|
||
|
2019
|
2.9
|
|
||
|
2020
|
3.4
|
|
||
|
Thereafter
|
3.8
|
|
||
|
Total
|
$
|
14.6
|
|
|
In addition, under the Sublease, we are obligated to pay a share of the real estate taxes and operating costs for the 6350 Building and were required to provide a security deposit of
$0.3 million
. The total obligation for rent under the life of the lease is
$14.6 million
, excluding real estate taxes and operating costs.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended
December 31,
2015
,
2014
and
2013
(in millions)
|
Allowance for doubtful accounts
|
|||
|
Balance December 31, 2012
|
$
|
1.2
|
|
|
Provision for doubtful accounts
|
2.7
|
|
|
|
Write-off and adjustments
|
(1.4
|
)
|
|
|
Recoveries
|
0.1
|
|
|
|
Balance December 31, 2013
|
$
|
2.6
|
|
|
Allowance for doubtful accounts
|
|||
|
Balance December 31, 2013
|
$
|
2.6
|
|
|
Provision for doubtful accounts
|
4.0
|
|
|
|
Write-off and adjustments
|
(2.6
|
)
|
|
|
Recoveries
|
0.3
|
|
|
|
Balance December 31, 2014
|
$
|
4.3
|
|
|
Allowance for doubtful accounts
|
|||
|
Balance December 31, 2014
|
$
|
4.3
|
|
|
Provision for doubtful accounts
|
7.8
|
|
|
|
Write-off and adjustments
|
(4.5
|
)
|
|
|
Recoveries
|
0.2
|
|
|
|
Balance December 31, 2015
|
$
|
7.8
|
|
F-25
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Consolidated Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules