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8-K - 8-K - ILLUMINA, INC.a1q138-k.htm



Illumina Reports Strong Start to Fiscal Year 2013

San Diego, Calif., April 22, 2013 -- Illumina, Inc. (NASDAQ:ILMN) today announced its financial results for the first quarter of 2013.

First quarter 2013 results:
Revenue of $331 million, a 21% increase compared to $273 million in the first quarter of 2012
GAAP net loss for the quarter of $23 million, or $0.18 per diluted share due to a charge of $106.9 million related to the Syntrix Biosystems, Inc. litigation; this compared to net income of $26 million, or $0.20 per diluted share, for the first quarter of 2012
Non-GAAP net income for the quarter of $63 million, or $0.46 per diluted share, compared to non-GAAP net income of $48 million, or $0.36 per diluted share, for the first quarter of 2012 (see the table entitled “Itemized Reconciliation Between GAAP and Non-GAAP Net Income (Loss)” for a reconciliation of these GAAP and non-GAAP financial measures)
Cash flow from operations of $88 million and free cash flow of $66 million for the quarter

Gross margin in the first quarter of 2013 was 66.3% compared to 66.4% in the prior year period. Excluding the effect of non-cash charges associated with stock compensation, amortization of acquired intangible assets, amortization of inventory revaluation costs and legal contingencies, non-GAAP gross margin was 69.2% for the first quarter of 2013 compared to 69.0% in the prior year period.

Research and development (R&D) expenses for the first quarter of 2013 were $61.5 million compared to $48.8 million in the first quarter of 2012. R&D expenses included $8.0 million and $7.4 million of non-cash stock compensation expense in the first quarters of 2013 and 2012, respectively. Excluding these charges and contingent compensation expense, R&D expenses as a percentage of revenue were 16.0% compared to 14.9% in the prior year period.

Selling, general and administrative (SG&A) expenses for the first quarter of 2013 were $85.1 million compared to $68.0 million for the first quarter of 2012. SG&A expenses included $14.6 million and $13.8 million of non-cash stock compensation expense in the first quarters of 2013 and 2012, respectively. Excluding these charges, contingent compensation expense, and amortization of acquired intangible assets, SG&A expenses as a percentage of revenue were 19.9% compared to 18.9% in the prior year period.

Legal contingency expenses for the first quarter of 2013 were $106.9 million as a result of a jury decision, announced on March 14, 2013, in the patent litigation brought by Syntrix Biosystems, Inc. Legal contingency expenses were $2.2 million in the first quarter of 2012. Illumina continues to believe that Syntrix’s claims are without merit and intends to file post-trial motions asking the court to vacate the jury’s finding and to rule as a matter of law that the BeadChip does not infringe Syntrix’s patent.

Depreciation and amortization expenses were $20.5 million and capital expenditures were $21.4 million during the first quarter of 2013. The Company ended the quarter with $1.07 billion in cash, cash equivalents and short-term investments, compared to $1.35 billion as of December 30, 2012.

“We are pleased with our first quarter results,” said Illumina’s President and Chief Executive Officer Jay Flatley. “Our business demonstrated strong growth across the entire portfolio, which resulted in record revenue, and we made significant progress on furthering our reproductive health strategy with the closing of the Verinata acquisition. We are now focused on continuing to deliver on our 2013 strategic initiatives for strong long-term growth.”

Updates since our last earnings release:

Completed the acquisition of Verinata Health, Inc., a leading provider of non-invasive tests for the early identification of fetal chromosomal abnormalities
Announced an unfavorable jury finding in patent litigation with Syntrix Biosystems, Inc regarding Illumina’s BeadChip array product
Announced a favorable ruling in patent litigation against Life Technologies
Announced that iCOGS custom array was used to identify genetic variants related to breast, ovarian and prostate cancer as part of the Collaborative Oncological Gene-Environment Study (COGS)
Launched TruSight Tumor content set for NGS-based somatic variant detection in solid tumors
Announced an agreement with Kindstar Global to facilitate adoption of Illumina technologies in Asia
Named Charles Dadswell, formerly bioMerieux’s General Counsel for North and Latin America and Corporate Director of Global Intellectual Property, as General Counsel
Repurchased $25 million of common stock under our previously announced share repurchase program

Quarterly conference call information

The conference call will begin at 2:00 pm Pacific Time (5:00 pm Eastern Time) on Monday, April 22, 2013. Interested parties may listen to the call by dialing 888.679.8033 (passcode: 58226131), or, if outside North America, by dialing +1.617.213.4846 (passcode: 58226131). Individuals may access the live teleconference in the Investor Relations section of Illumina’s web site under the “Company” tab at www.illumina.com.

A replay of the conference call will be available from 4:00 pm Pacific Time (7:00 pm Eastern Time) on April 22, 2013 through April 29, 2013 by dialing 888.286.8010 (passcode: 31374623), or if outside North America, by dialing +1.617.801.6888 (passcode: 31374623).

Statement regarding use of non-GAAP financial measures






The Company reports non-GAAP results for diluted net income per share, net income, gross margins, operating expenses, operating margins, other income (expense), and free cash flow in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

The Company’s financial measures under GAAP include substantial charges related to legal contingencies, stock compensation expense, non-cash interest expense associated with the Company’s convertible debt instruments that may be settled in cash, amortization expense related to acquired intangible assets, costs related to unsolicited tender offer for the Company’s stock, gains related to cost-method investments, contingent compensation expense, acquisition related expense, headquarter relocation expense, amortization of inventory revaluation costs, and restructuring charges. Per share amounts also include the double dilution associated with the accounting treatment of the Company’s 0.625% convertible senior notes outstanding and the corresponding call option overlay. Management believes that presentation of operating results that excludes these items and per share double dilution provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also believes that this supplemental non-GAAP information is therefore useful to investors in analyzing and assessing the Company’s past and future operating performance.

The Company encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand its business. Reconciliations between GAAP and non-GAAP results are presented in the tables of this release.

Use of forward-looking statements

This release contains projections, information about our financial outlook, earnings guidance, and other forward-looking statements that involve risks and uncertainties. These forward-looking statements are based on our expectations as of the date of this release and may differ materially from actual future events or results. Among the important factors that could cause actual results to differ materially from those in any forward-looking statements are (i) our ability to develop and commercialize further our sequencing, array, PCR, and consumables technologies and to deploy new products and applications, and expand the markets, for our technology platforms; (ii) our ability to manufacture robust instrumentation and consumables; (iii) our expectations and beliefs regarding future conduct and growth of the business and the markets in which we operate; (iv) challenges inherent in developing, manufacturing, and launching new products and services; and (v) our ability to maintain our revenue and profitability during periods of research funding reduction or uncertainty and adverse economic and business conditions, including as a result of slowing economic growth in the United States or worldwide, together with other factors detailed in our filings with the Securities and Exchange Commission, including our most recent filings on Forms 10-K and 10-Q, or in information disclosed in public conference calls, the date and time of which are released beforehand. We undertake





no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.

About Illumina

Illumina (www.illumina.com) is a leading developer, manufacturer, and marketer of life science tools and integrated systems for the analysis of genetic variation and function. We provide innovative sequencing and array-based solutions for genotyping, copy number variation analysis, methylation studies, gene expression profiling, and low-multiplex analysis of DNA, RNA, and protein. We also provide tools and services that are fueling advances in consumer genomics and diagnostics. Our technology and products accelerate genetic analysis research and its applications, paving the way for molecular medicine and ultimately transforming healthcare.

# # #

Investors:
Rebecca Chambers
Investor Relations
858-255-5243
rchambers@illumina.com
or
Media:
Jennifer Temple
Public Relations
858-882-6822
PR@illumina.com






Illumina, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
 
 
 
 
 
March 31,
2013
 
December 30,
2012
ASSETS
(unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
443,082

 
$
433,981

Short-term investments
624,388

 
916,223

Accounts receivable, net
210,831

 
214,975

Inventory
167,959

 
158,718

Deferred tax assets, current portion
73,988

 
30,451

Prepaid expenses and other current assets
30,525

 
32,700

Total current assets
1,550,773

 
1,787,048

Property and equipment, net
186,792

 
166,167

Goodwill
604,493

 
369,327

Intangible assets, net
307,214

 
130,196

Deferred tax assets, long-term portion
21,646

 
40,183

Other assets
73,270

 
73,164

Total assets
$
2,744,188

 
$
2,566,085

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
76,627

 
$
65,727

Accrued liabilities
188,434

 
201,877

Accrued legal contingencies
106,922

 

Long-term debt, current portion
37,958

 
36,967

Total current liabilities
409,941

 
304,571

Long-term debt
822,782

 
805,406

Other long-term liabilities
197,154

 
134,369

Conversion option subject to cash settlement
2,484

 
3,158

Stockholders’ equity
1,311,827

 
1,318,581

Total liabilities and stockholders’ equity
$
2,744,188

 
$
2,566,085








Illumina, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
 
March 31,
2013
 
April 1,
2012
 
Revenue:
 
 
 
 
 
 
Product revenue
 
$
296,170

 
$
255,636

 
 
Service and other revenue
 
34,788

 
17,134

 
 
 
Total revenue
 
330,958

 
272,770

 
Cost of Revenue:
 
 
 
 
 
 
Cost of product revenue (a)
 
89,978

 
80,151

 
 
Cost of service and other revenue (a)
 
15,138

 
8,565

 
 
Amortization of acquired intangible assets
 
6,550

 
3,043

 
 
 
Total cost of revenue
 
111,666

 
91,759

 
 
 
 
Gross profit
 
219,292

 
181,011

 
Operating Expenses:
 
 
 
 
 
 
Research and development (a)
 
61,450

 
48,839

 
 
Selling, general and administrative (a)
 
85,074

 
67,969

 
 
Legal contingencies
 
105,853

 

 
 
Unsolicited tender offer related expense
 
7,484

 
8,092

 
 
Acquisition related expense, net
 
3,821

 
1,737

 
 
Headquarter relocation expense
 
757

 
2,140

 
 
Restructuring charges
 

 
2,622

 
 
 
Total operating expenses
 
264,439

 
131,399

 
 
 
 
Income (loss) from operations
 
(45,147
)
 
49,612

 
 
Other expense, net
 
(2,415
)
 
(9,339
)
 
 
 
 
Income (loss) before income taxes
 
(47,562
)
 
40,273

 
Provision for (benefit from) income taxes
 
(24,975
)
 
14,071

 
 
 
 
Net income (loss)
 
$
(22,587
)
 
$
26,202

 
Net income (loss) per basic share
 
$
(0.18
)
 
$
0.21

 
Net income (loss) per diluted share
 
$
(0.18
)
 
$
0.20

 
Shares used in calculating basic net income (loss) per share
 
123,768

 
122,642

 
Shares used in calculating diluted net income (loss) per share
 
123,768

 
133,859

 
 
 
 
 
 
 
 
 
 
(a) Includes total stock-based compensation expense for stock-based awards:
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
 
March 31,
2013
 
April 1,
2012
 
 
Cost of product revenue
 
$
1,442

 
$
1,812

 
 
Cost of service and other revenue
 
154

 
17

 
 
Research and development
 
8,006

 
7,427

 
 
Selling, general and administrative
 
14,617

 
13,773

 
 
 
Stock-based compensation expense before taxes
 
$
24,219

 
$
23,029

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






Illumina, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
2013
 
April 1,
2012
 
Net cash provided by operating activities
$
87,840

 
$
65,440

 
Net cash used in investing activities
(65,021
)
 
(141,870
)
 
Net cash (used in) provided by financing activities
(13,006
)
 
33,616

 
Effect of exchange rate changes on cash and cash equivalents
(712
)
 
30

 
Net increase (decrease) in cash and cash equivalents
9,101

 
(42,784
)
 
Cash and cash equivalents, beginning of period
433,981

 
302,978

 
Cash and cash equivalents, end of period
$
443,082

 
$
260,194

 
 
 
 
 
 
Calculation of free cash flow (a):
 
 
 
 
Net cash provided by operating activities
$
87,840

 
$
65,440

 
Purchases of property and equipment
(21,441
)
 
(13,084
)
 
Free cash flow
$
66,399

 
$
52,356

 
 
 
 
 
 
________________________________________________________________________________________________________________

(a) Free cash flow, which is a non-GAAP financial measure, is calculated as net cash provided by operating activities reduced by purchases of property and equipment. Free cash flow is useful to management as it is one of the metrics used to evaluate our performance and to compare us with other companies in our industry. However, our calculation of free cash flow may not be comparable to similar measures used by other companies.






Illumina, Inc.
Results of Operations - Non-GAAP
(In thousands, except per share amounts)
(unaudited)
 
 
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME (LOSS) PER SHARE:
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
2013
 
April 1,
2012
 
GAAP net income (loss) per share - diluted
$
(0.18
)
 
$
0.20

 
Pro forma impact of weighted average shares (a)

 

 
Adjustments to net income (loss):
 
 
 
 
Legal contingencies
0.79

 
0.02

 
Non-cash interest expense (b)
0.07

 
0.07

 
Amortization of acquired intangible assets
0.06

 
0.02

 
Unsolicited tender offer related expense
0.06

 
0.06

 
Cost-method investment related gain
(0.05
)
 

 
Acquisition related expense, net (c)
0.03

 
0.01

 
Contingent compensation expense (d)
0.03

 
0.02

 
Headquarter relocation expense (e)
0.01

 
0.02

 
Amortization of inventory revaluation costs (f)

 

 
Restructuring charges

 
0.02

 
Incremental non-GAAP tax expense (g)
(0.36
)
 
(0.08
)
 
Non-GAAP net income per share - diluted (h)
$
0.46

 
$
0.36

 
Shares used in calculating non-GAAP diluted net income per share
134,850

 
132,868

 
 
 
 
 
 
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME (LOSS):
GAAP net income (loss)
$
(22,587
)
 
$
26,202

 
Legal contingencies
106,922

 
2,223

 
Non-cash interest expense (b)
9,052

 
8,642

 
Amortization of acquired intangible assets
8,131

 
3,195

 
Unsolicited tender offer related expense
7,484

 
8,092

 
Cost-method investment related gain
(6,113
)
 

 
Acquisition related expense, net (c)
3,821

 
1,737

 
Contingent compensation expense (d)
3,418

 
3,092

 
Headquarter relocation expense (e)
757

 
2,140

 
Amortization of inventory revaluation costs (f)
458

 

 
Restructuring charges

 
2,622

 
Incremental non-GAAP tax expense (g)
(48,724
)
 
(10,393
)
 
Non-GAAP net income (h)
$
62,619

 
$
47,552

 
 
 
 
 
 
 
 
 
 
 
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP DILUTED NUMBER OF SHARES:
Weighted average shares used in calculation of GAAP diluted net income (loss) per share
123,768

 
133,859

 
Weighted average dilutive potential common shares issuable of redeemable convertible senior notes (a)
(1,062
)
 
(991
)
 
Weighted average potential common shares excluded due to anti-dilutive effect (a)
12,144

 

 
Weighted average shares used in calculation of Non-GAAP diluted net income per share
134,850

 
132,868

 
 
 
 
 
 
______________________________________________________________________________________________________

(a) Pro forma impact of weighted average shares includes the impacts of: (1) double dilution associated with the accounting treatment of the Company’s outstanding convertible debt and the corresponding call option overlay; and (2) weighted average shares excluded from calculation of GAAP diluted net loss per share for Q1 2013 due to anti-dilutive effect on GAAP net loss.

(b) Non-cash interest expense is calculated in accordance with the authoritative accounting guidance for convertible debt instruments that may be settled in cash.

(c) Acquisition related expense, net in Q1 2013 includes transaction costs of $3.4 million and net changes in fair value of contingent consideration of $0.4 million. Acquisition related expense, net in Q1 2012 consists of changes in fair value of contingent consideration.

(d) Contingent compensation expense relates to contingent payments for post-combination services associated with acquisitions.

(e) Headquarter relocation expense in Q1 2013 consists primarily of accretion of interest expense on lease exit liability recorded upon vacating our prior headquarters. Headquarter relocation expense in Q1 2012 consists primarily of the accretion of interest expense on lease exit liability, double rent expense during the transition to our new headquarters, and moving costs.

(f) The Company recorded $0.5 million in cost of goods sold in Q1 2013 for the amortization of inventory revaluation costs in conjunction with the acquisition of Verinata Health, Inc.

(g) Incremental non-GAAP tax expense reflects the increase to GAAP tax expense related to the non-GAAP adjustments listed above.

(h) Non-GAAP net income per share and net income exclude the effect of the pro forma adjustments as detailed above. Non-GAAP diluted net income per share and net income are key drivers of our core operating performance and major factors in management’s bonus compensation each year. Management has excluded the effects of these items in these measures to assist investors in analyzing and assessing our past and future core operating performance.






Illumina, Inc.
Results of Operations - Non-GAAP (continued)
(Dollars in thousands)
(unaudited)
 
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP RESULTS OF OPERATIONS AS A PERCENT OF REVENUE:
 
Three Months Ended
 
 
March 31,
2013
 
April 1,
2012
 
GAAP gross profit
$
219,292

 
66.3
 %
 
$
181,011

 
66.4
 %
 
Stock-based compensation expense
1,596

 
0.5
 %
 
1,829

 
0.7
 %
 
Amortization of acquired intangible assets
6,550

 
2.0
 %
 
3,043

 
1.1
 %
 
Amortization of inventory revaluation costs (a)
458

 
0.1
 %
 

 

 
Legal contingencies
1,069

 
0.3
 %
 
2,223

 
0.8
 %
 
Non-GAAP gross profit
$
228,965

 
69.2
 %
 
$
188,106

 
69.0
 %
 
 
 
 
 
 
 
 
 
 
Research and development expense
$
61,450

 
18.6
 %
 
$
48,839

 
17.9
 %
 
Stock-based compensation expense
(8,006
)
 
(2.5
)%
 
(7,427
)
 
(2.7
)%
 
Contingent compensation expense (b)
(489
)
 
(0.1
)%
 
(732
)
 
(0.3
)%
 
Non-GAAP research and development expense
$
52,955

 
16.0
 %
 
$
40,680

 
14.9
 %
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expense
$
85,074

 
25.7
 %
 
$
67,969

 
24.9
 %
 
Stock-based compensation expense
(14,617
)
 
(4.4
)%
 
(13,773
)
 
(5.0
)%
 
Contingent compensation expense (b)
(2,929
)
 
(0.9
)%
 
(2,360
)
 
(0.9
)%
 
Amortization of acquired intangible assets
(1,581
)
 
(0.5
)%
 
(152
)
 
(0.1
)%
 
Non-GAAP selling, general and administrative expense
$
65,947

 
19.9
 %
 
$
51,684

 
18.9
 %
 
 
 
 
 
 
 
 
 
 
GAAP operating profit (loss)
$
(45,147
)
 
(13.6
)%
 
$
49,612

 
18.2
 %
 
Legal contingencies
106,922

 
32.3
 %
 
2,223

 
0.8
 %
 
Stock-based compensation expense
24,219

 
7.3
 %
 
23,029

 
8.4
 %
 
Amortization of acquired intangible assets
8,131

 
2.5
 %
 
3,195

 
1.2
 %
 
Unsolicited tender offer related expense
7,484

 
2.3
 %
 
8,092

 
3.0
 %
 
Acquisition related expense, net (c)
3,821

 
1.2
 %
 
1,737

 
0.6
 %
 
Contingent compensation expense (b)
3,418

 
1.0
 %
 
3,092

 
1.1
 %
 
Headquarter relocation expense (d)
757

 
0.2
 %
 
2,140

 
0.8
 %
 
Amortization of inventory revaluation costs (a)
458

 
0.1
 %
 

 

 
Restructuring charges

 

 
2,622

 
1.0
 %
 
Non-GAAP operating profit (e)
$
110,063

 
33.3
 %
 
$
95,742

 
35.1
 %
 
 
 
 
 
 
 
 
 
 
GAAP other expense, net
$
(2,415
)
 
(0.7
)%
 
$
(9,339
)
 
(3.4
)%
 
Non-cash interest expense (f)
9,052

 
2.7
 %
 
8,642

 
3.1
 %
 
Cost-method investment related gain
(6,113
)
 
(1.8
)%
 

 

 
Non-GAAP other income (expense), net
$
524

 
0.2
 %
 
$
(697
)
 
(0.3
)%
 
 
 
 
 
 
 
 
 
 
_____________________________________________________________________________________________________________

(a) The Company recorded $0.5 million in cost of goods sold in Q1 2013 for the amortization of inventory revaluation costs in conjunction with the acquisition of Verinata Health, Inc.

(b) Contingent compensation expense relates to contingent payments for post-combination services associated with acquisitions.

(c) Acquisition related expense, net in Q1 2013 includes transaction costs of $3.4 million and net changes in fair value of contingent consideration of $0.4 million. Acquisition related expense, net in Q1 2012 consists of changes in fair value of contingent consideration.

(d) Headquarter relocation expense in Q1 2013 consists primarily of accretion of interest expense on lease exit liability recorded upon vacating our prior headquarters. Headquarter relocation expense in Q1 2012 consists primarily of the accretion of interest expense on lease exit liability, double rent expense during the transition to our new headquarters, and moving costs.

(e) Non-GAAP operating profit, and non-GAAP other income (expense), net, exclude the effects of the pro forma adjustments as detailed above. Management has excluded the effects of these items in these measures to assist investors in analyzing and assessing our past and future core operating performance. Non-GAAP gross profit, included within the non-GAAP operating profit, is a key measure of the effectiveness and efficiency of our manufacturing processes, product mix and the average selling prices of our products and services.

(f) Non-cash interest expense is calculated in accordance with the authoritative accounting guidance for convertible debt instruments that may be settled in cash.