8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 9, 2023

DEXCOM, INC.

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

Delaware	000-51222	33-0857544
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

6340 Sequence Drive, San Diego, CA 92121

(Address of Principal Executive Offices, Including Zip Code)

(858) 200-0200

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address, and Former Fiscal Year, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share	DXCM	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

In connection with remarks to be made at the J.P. Morgan 41st Annual Healthcare Conference on Monday, January 9, 2023, beginning at 10:30 a.m. (Eastern Time), DexCom, Inc. (“Dexcom”) Chairman, President and Chief Executive Officer Kevin Sayer will report that preliminary, unaudited revenue for the fourth quarter ended December 31, 2022 is expected to be at least $815 million, an increase of 17% over the fourth quarter of 2021. For fiscal year 2022, total preliminary, unaudited revenue is expected to be approximately $2.91 billion, an increase of more than 19% over 2021.

Finally, Mr. Sayer will provide Dexcom’s initial financial outlook for fiscal year 2023, including an anticipated range for total revenue of approximately $3.35 billion to $3.49 billion.

The fourth quarter and fiscal year 2022 preliminary unaudited financial results contained in Mr. Sayer’s presentation and in this Current Report on Form 8-K are subject to finalization in connection with the preparation of Dexcom’s Annual Report on Form 10-K for the twelve months ended December 31, 2022. This Current Report on Form 8-K contains, and Mr. Sayer’s presentation on January 9, 2023 will contain, forward-looking statements concerning Dexcom’s or its management’s intentions, beliefs, expectations and strategies for the future, including those related to Dexcom’s preliminary, unaudited revenue for the fourth quarter and the full fiscal year 2022, estimated total revenue for fiscal 2023, Non-GAAP Gross Profit Margin and Non-GAAP Operating Margin, for fiscal year 2023, as well as expected growth rates as compared to the year ended December 31, 2021. Because such statements deal with future events, they are subject to various risks and uncertainties. The risks and uncertainties that may cause actual results to differ materially from Dexcom’s current expectations are more fully described in Dexcom’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the Securities and Exchange Commission on February 14, 2022, its most recent Quarterly Report on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on October 27, 2022, and its other reports, each as filed with the Securities and Exchange Commission. All forward-looking statements and reasons why results might differ included in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K, based on information currently available to Dexcom. Should one or more of these risks or uncertainties materialize, or should any of Dexcom’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Dexcom undertakes no obligation to publicly update or revise any forward-looking statements or reasons why results might differ.

In connection with Mr. Sayer’s presentation, on January 9, 2023, Dexcom issued a press release announcing preliminary, unaudited revenue for the fourth quarter of 2022 and fiscal year 2022, initial financial outlook for fiscal year 2023, and certain other information, which is attached here as Exhibit 99.1.

The information in this Item 2.02, including Exhibit 99.1 hereto, is furnished shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of Dexcom under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Number	Description
99.1	Press release dated January 9, 2023 announcing the financial results for the quarter ended December 31, 2022 and certain other information
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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

DEXCOM, INC.
By:	/s/ JEREME M. SYLVAIN Jereme M. Sylvain Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Date:	January 9, 2023

EX-99.1

Exhibit 99.1

Dexcom Reports Preliminary, Unaudited Revenue for the Fourth Quarter and Fiscal Year 2022 and Initial 2023 Outlook

SAN DIEGO, CA - (BUSINESS WIRE-January 9, 2023) - DexCom, Inc. (Nasdaq: DXCM), the leader in real-time continuous glucose monitoring (“CGM”), today reported that it expects preliminary, unaudited revenue for the fourth quarter ended December 31, 2022 to be at least $815 million, an increase of 17% over the fourth quarter of 2021 on a reported basis and 20% on an organic1 basis. U.S. revenue is expected to be approximately $606 million, representing growth of 17% over the fourth quarter of 2021. International revenue is expected to be approximately $209 million, an increase of 15% over the fourth quarter of 2021 on a reported basis and 26% on an organic1 basis.

For fiscal 2022, total preliminary, unaudited revenue is expected to be approximately $2.91 billion, an increase of 19% over 2021 on both a reported and organic basis.

“Dexcom once again delivered strong performance in 2022, highlighted by significant growth in our global customer base and key regulatory clearances of our next-generation G7 CGM system,” said Kevin Sayer, Dexcom’s chairman, president and CEO. “We are excited to hit the ground running in 2023, building upon the CGM access expansion that we have driven over the past year to bring our leading sensor technology and a greater quality of care to many more people with diabetes around the world.”

2023 Outlook

For 2023, Dexcom currently anticipates total revenue of approximately $3.35 billion to $3.49 billion, representing expected growth of approximately 15% to 20% over 2022. This outlook considers sensor volume growth driven by increasing CGM awareness for people with diabetes, the launch of the Dexcom G7 CGM system in the U.S. and its continued rollout in international markets, further international expansion, and overall market dynamics.

In addition, Dexcom currently estimates 2023 Non-GAAP Gross Profit Margin and Non-GAAP Operating Margin to be at the following levels:

–Non-GAAP Gross Profit Margin of 62 – 63%

–Non-GAAP Operating Margin of approximately 16.5%

Fourth Quarter 2022 Financial Results Conference Call

Dexcom will report its audited full fourth quarter and fiscal 2022 financial results on Thursday, February 9, 2023 after the close of market. Management is currently scheduled to host a conference call at 4:30 p.m. (Eastern Time) that day. More details will be provided later.

About DexCom, Inc.

DexCom, Inc. empowers people to take real-time control of diabetes through innovative continuous glucose monitoring (CGM) systems. Headquartered in San Diego, California, and with operations across Europe and select parts of Asia/Oceania, Dexcom has emerged as a leader of diabetes care technology. By listening to the needs of users, caregivers, and providers, Dexcom simplifies and improves diabetes management around the world. For more information about Dexcom CGM, visit www.dexcom.com.

1Excludes non-CGM revenue acquired in the trailing twelve months, as well as the impact of foreign exchange.

Statement Regarding Use of Non-GAAP Financial Measures

This press release includes non-GAAP financial measures. We have not reconciled our Non-GAAP Gross Profit Margin and Non-GAAP Operating Margin estimates for fiscal year 2023 because certain items that impact these figures are uncertain or out of our control and cannot be reasonably predicted. Accordingly, a reconciliation of Non-GAAP Gross Profit Margin and Non-GAAP Operating Margin is not available without unreasonable effort.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements that are not purely historical regarding Dexcom’s or its management’s intentions, beliefs, expectations and strategies for the future, including those related to Dexcom’s preliminary, unaudited revenue for the fourth quarter of and the full fiscal year 2022, and estimated total revenue, Non-GAAP Gross Profit Margin, and Non-GAAP Operating Margin for fiscal 2023, as well as expected growth rates as compared to the year ended December 31, 2021. All forward-looking statements included in this press release are made as of the date of this release, based on information currently available to Dexcom, 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 may cause actual results to differ materially from Dexcom’s current expectations are more fully described in Dexcom’s most recent Quarterly Report on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on October 27, 2022, and its other reports, each as filed with the Securities and Exchange Commission. Except as required by law, Dexcom assumes no obligation to update any such forward-looking statement after the date of this report or to conform these forward-looking statements to actual results.

FOR MORE INFORMATION:

Sean Christensen

Vice President, Finance and Investor Relations

(858) 203-6657

www.dexcom.com

XML

Cover Page	Jan. 09, 2023
Cover [Abstract]
Document Period End Date	Jan. 09, 2023
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001093557
Entity Registrant Name	DEXCOM, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-51222
Entity Tax Identification Number	33-0857544
Entity Address, Address Line One	6340 Sequence Drive
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	200-0200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 Par Value Per Share
Trading Symbol	DXCM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false