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): April 21, 2015
Illumina, Inc.
(Exact name of registrant as specified in its charter)

001-35406
(Commission File Number)
 
 
 
 
 
 
Delaware
 
33-0804655
(State or other jurisdiction of incorporation)
 
(I.R.S. Employer Identification No.)

5200 Illumina Way, San Diego, CA 92122
(Address of principal executive offices) (Zip code)

(858) 202-4500
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






TABLE OF CONTENTS








Item 2.02 Results of Operations and Financial Condition.

On April 21, 2015, Illumina, Inc. (the "Company") issued a press release announcing financial results for the three months ended March 29, 2015. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 2.02 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 under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.







Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release dated April 21, 2015 announcing Illumina, Inc.’s financial results for the three months ended March 29, 2015.







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 hereunto duly authorized.

 
 
 
 
 
 
 
ILLUMINA, INC.
 
Date:
April 21, 2015
By:  
/s/ MARC A. STAPLEY
 
 
 
Marc A. Stapley
 
 
 
Senior Vice President and Chief Financial Officer 







Exhibit Index

Exhibit Number
 
Description
99.1

 
Press release dated April 21, 2015 announcing Illumina, Inc.’s financial results for the three months ended March 29, 2015.





Illumina Reports Strong Start to Fiscal Year 2015

San Diego -- (BUSINESS WIRE) - April 21, 2015 - Illumina, Inc. (NASDAQ:ILMN) today announced its financial results for the first quarter of fiscal year 2015.

First quarter 2015 results:
Revenue of $539 million, a 28% increase compared to $421 million in the first quarter of 2014, and an increase of 33% on a constant currency basis
GAAP net income for the quarter of $137 million, or $0.92 per diluted share, compared to $60 million, or $0.40 per diluted share, for the first quarter of 2014
Non-GAAP net income for the quarter of $135 million, or $0.91 per diluted share, compared to $80 million, or $0.53 per diluted share, for the first quarter of 2014 (see the table entitled “Itemized Reconciliation Between GAAP and Non-GAAP Net Income” for a reconciliation of these GAAP and non-GAAP financial measures)
Cash flow from operations of $67 million and free cash flow of $30 million for the quarter

Gross margin in the first quarter of 2015 was 69.6% compared to 66.1% in the prior year period. Excluding the effect of non-cash stock compensation expense, amortization of acquired intangible assets and legal contingencies, non-GAAP gross margin was 72.2% for the first quarter of 2015 compared to 70.4% in the prior year period.

Research and development (R&D) expenses for the first quarter of 2015 were $91.8 million compared to $77.0 million in the prior year period. R&D expenses included $11.3 million and $11.7 million of non-cash stock compensation expense in the first quarters of 2015 and 2014, respectively. Excluding these charges and contingent compensation, R&D expenses as a percentage of revenue were 14.9% compared to 15.5% in the prior year period.

Selling, general and administrative (SG&A) expenses for the first quarter of 2015 were $116.3 million compared to $109.6 million in the prior year period. SG&A expenses included $18.0 million and $19.4 million of non-cash stock compensation expense in the first quarters of 2015 and 2014, respectively. Excluding these charges, amortization of acquired intangible assets, and contingent compensation, SG&A expenses as a percentage of revenue were 18.0% compared to 19.9% in the prior year period.

Depreciation and amortization expenses were $30.1 million and capital expenditures were $36.6 million during the first quarter of 2015. The Company ended the quarter with $1.37 billion in cash, cash equivalents and short-term investments, compared to $1.34 billion as of December 28, 2014.




“In the first quarter we delivered significant earnings growth as a result of strong demand for products across our sequencing portfolio,” stated Jay Flatley, CEO. “While the genomics market remains nascent, our best-in-class product offerings are accelerating adoption, setting the stage for a robust 2015.”

Updates since our last earnings release:
Launched TruSight® HLA, a complete, end-to-end solution that produces a comprehensive view of the HLA region for accurate HLA typing
Launched the NeoPrep™ Library Prep System, which greatly simplifies library preparation and delivers high-quality sequencing-ready libraries for next-generation sequencing
Announced that Berry Genomics has received premarket clearance from the Chinese Food and Drug Administration for the NextSeq CN500, a high throughput sequencing instrument based on the NextSeq® 500, as well as premarket clearance for its non-invasive prenatal testing detection kit for trisomies 13, 18 and 21
Entered into a strategic collaboration with Merck Serono to develop a universal NGS-based oncology diagnostic
Announced that the new Illumina Accelerator Boost Capital had secured an initial capital commitment of $40 million from Viking Global Investors, a privately owned, global investment firm
Repurchased $35 million of common stock under our previously announced share repurchase program

Financial outlook and guidance
The non-GAAP financial guidance discussed below reflects certain pro forma adjustments to assist in analyzing and assessing our core operational performance. Please see our Reconciliation of Non-GAAP Financial Guidance included in this release for a reconciliation of the GAAP and non-GAAP financial measures.

For fiscal 2015, the Company continues to project approximately 20% total revenue growth, which now includes a 3% negative impact from foreign exchange assuming current currency exchange rates. The Company has increased its projections for non-GAAP earnings per diluted share to $3.36 to $3.42. These projections assume a pro forma tax rate of approximately 27%.

Quarterly conference call information
The conference call will begin at 2:00 pm Pacific Time (5:00 pm Eastern Time) on Tuesday, April 21, 2015. Interested parties may listen to the call by dialing 888.679.8034 (passcode: 50211546), or if outside North America by dialing 1.617.213.4847 (passcode: 50211546). 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 6:00 pm Pacific Time (9:00 pm Eastern Time) on April 21, 2015 through April 28, 2015 by dialing 888.286.8010 (passcode: 41280552), or if outside North America by dialing 1.617.801.6888 (passcode: 41280552).

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, 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 such as stock compensation expense, amortization of acquired intangible assets, non-cash interest expense associated with the Company’s convertible debt instruments that may be settled in cash, and others that are listed in the itemized reconciliations between GAAP and non-GAAP financial measures included in this press release. Per share amounts also include, through the first quarter of 2014, the double dilution associated with the accounting treatment of the Company’s 0.625% convertible senior notes 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 further develop and commercialize our instruments and consumables and to deploy new products, services, and applications, and expand the markets, for our technology platforms; (ii) our ability to manufacture robust instrumentation and consumables; (iii) our ability to successfully identify and integrate acquired technologies, products, or businesses; (iv) our expectations and beliefs regarding future conduct and growth of the business and the markets in which we operate; (v) challenges inherent in developing, manufacturing, and launching new products and services; and (vi) our ability to maintain our revenue levels and profitability during periods of research funding reduction or uncertainty and adverse economic and business



conditions, 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 quarter.

About Illumina
Illumina is transforming human health as the global leader in sequencing- and array-based technologies. The company serves customers in a broad range of markets, enabling the adoption of genomic solutions in research and clinical settings. To learn how Illumina is unlocking the power of the genome, visit www.illumina.com and follow @illumina.

# # #
Illumina, Inc.
Investors:
Rebecca Chambers
858.255.5243
rchambers@illumina.com
or
Media:
Eric Endicott
858.882.6822
pr@illumina.com



Illumina, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
 
 
 
 
 
March 29,
2015
 
December 28,
2014
ASSETS
(unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
533,537

 
$
636,154

Short-term investments
832,952

 
702,217

Accounts receivable, net
350,044

 
289,458

Inventory
205,184

 
191,144

Deferred tax assets, current portion
49,105

 
40,786

Prepaid expenses and other current assets
89,459

 
29,844

Total current assets
2,060,281

 
1,889,603

Property and equipment, net
280,628

 
265,264

Goodwill
724,904

 
724,904

Intangible assets, net
301,302

 
314,500

Deferred tax assets, long-term portion
63,122

 
49,848

Other assets
68,856

 
95,521

Total assets
$
3,499,093

 
$
3,339,640

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
106,674

 
$
82,626

Accrued liabilities
296,150

 
335,276

Long-term debt, current portion
307,427

 
304,256

Total current liabilities
710,251

 
722,158

Long-term debt
993,777

 
986,780

Other long-term liabilities
171,739

 
167,904

Stockholders’ equity
1,623,326

 
1,462,798

Total liabilities and stockholders’ equity
$
3,499,093

 
$
3,339,640




Illumina, Inc.
Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
March 29,
2015
 
March 30,
2014
Revenue:
 
 
 
 
Product revenue
$
459,127

 
$
362,211

 
Service and other revenue
79,438

 
58,570

 
 
Total revenue
538,565

 
420,781

Cost of revenue:
 
 
 
 
Cost of product revenue (a)
119,624

 
111,441

 
Cost of service and other revenue (a)
32,529

 
21,513

 
Amortization of acquired intangible assets
11,385

 
9,535

 
 
Total cost of revenue
163,538

 
142,489

 
 
 
Gross profit
375,027

 
278,292

Operating expense:
 
 
 
 
Research and development (a)
91,772

 
77,041

 
Selling, general and administrative (a)
116,317

 
109,573

 
Acquisition related gain, net
(9,887
)
 
(1,013
)
 
Headquarter relocation
699

 
595

 
 
Total operating expense
198,901

 
186,196

 
 
 
Income from operations
176,126

 
92,096

Other income (expense), net
1,920

 
(8,308
)
 
 
 
Income before income taxes
178,046

 
83,788

Provision for income taxes
41,388

 
23,811

 
 
 
Net income
$
136,658

 
$
59,977

Net income per basic share
$
0.95

 
$
0.47

Net income per diluted share
$
0.92

 
$
0.40

Shares used in calculating basic net income per share
143,771

 
128,146

Shares used in calculating diluted net income per share
148,683

 
150,619

 
 
 
 
 
 
 
(a) Includes total stock-based compensation expense for stock-based awards:
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
March 29,
2015
 
March 30,
2014
 
Cost of product revenue
$
2,332

 
$
2,095

 
Cost of service and other revenue
279

 
285

 
Research and development
11,307

 
11,669

 
Selling, general and administrative
18,000

 
19,375

 
 
Stock-based compensation expense before taxes
$
31,918

 
$
33,424




Illumina, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 
 
 
 
 
 
 
Three Months Ended
 
 
March 29,
2015
 
March 30,
2014
Net cash provided by operating activities (a)
 
$
66,779

 
$
37,087

Net cash used in investing activities
 
(154,147
)
 
(144,387
)
Net cash used in financing activities (a)
 
(12,534
)
 
(85,924
)
Effect of exchange rate changes on cash and cash equivalents
 
(2,715
)
 
100

Net decrease in cash and cash equivalents
 
(102,617
)
 
(193,124
)
Cash and cash equivalents, beginning of period
 
636,154

 
711,637

Cash and cash equivalents, end of period
 
$
533,537

 
$
518,513

 
 
 
 
 
Calculation of free cash flow:
 
 
 
 
Net cash provided by operating activities (a)
 
$
66,779

 
$
37,087

Purchases of property and equipment
 
(36,551
)
 
(19,012
)
Free cash flow (b)
 
$
30,228

 
$
18,075

______________________________________________________________________________________________________
(a) Net cash provided by operating activities excludes excess tax benefit related to stock-based compensation of $76.4 million in Q1 2015 and $50.5 million in Q1 2014. Net cash used in financing activities reflects the excess tax benefit as a corresponding in-flow in the respective periods.

(b) 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 PER SHARE:
 
 
 
 
 
 
 
Three Months Ended
 
 
March 29,
2015
 
March 30,
2014
GAAP net income per share - diluted
 
$
0.92

 
$
0.40

Pro forma impact of weighted average shares (a)
 

 

Adjustments to net income:
 
 
 
 
Amortization of acquired intangible assets
 
0.09

 
0.09

Cost-method investment gain, net (b)
 
(0.08
)
 

Non-cash interest expense (c) 
 
0.07

 
0.06

Acquisition related gain, net (d)
 
(0.07
)
 
(0.01
)
Headquarter relocation
 

 

Legal contingencies
 

 
0.04

Contingent compensation expense (e)
 

 
0.02

Incremental non-GAAP tax expense (f)
 
(0.02
)
 
(0.07
)
Non-GAAP net income per share - diluted (g)
 
$
0.91

 
$
0.53

Shares used in calculating non-GAAP diluted net income per share
 
148,683

 
149,971

 
 
 
 
 
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME:
GAAP net income
 
$
136,658

 
$
59,977

Amortization of acquired intangible assets
 
12,887

 
13,191

Cost-method investment gain, net (b)
 
(12,582
)
 

Non-cash interest expense (c)
 
10,188

 
9,022

Acquisition related gain, net (d)
 
(9,887
)
 
(1,013
)
Headquarter relocation
 
699

 
595

Legal contingencies
 

 
5,846

Contingent compensation expense (e)
 

 
2,840

Incremental non-GAAP tax expense (f)
 
(2,587
)
 
(10,411
)
Non-GAAP net income (g)
 
$
135,376

 
$
80,047

 
 
 
 
 
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP DILUTED NUMBER OF SHARES:
Weighted average shares used in calculation of GAAP diluted net income per share
 
148,683

 
150,619

Weighted average dilutive potential common shares issuable of redeemable convertible senior notes (a)
 

 
(648
)
Weighted average shares used in calculation of non-GAAP diluted net income per share
 
148,683

 
149,971

______________________________________________________________________________________________________

(a) Pro forma impact of weighted-average shares includes the impact of double dilution associated with the accounting treatment of the Company’s outstanding convertible debt and the corresponding call option overlay.

(b) Cost-method investment gain, net consists primarily of a gain on the sale of an investment partially offset by impairment charges on other investments.

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

(d) Acquisition related gain, net consists primarily of net gains from changes in fair value of contingent consideration.




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

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

(g) Non-GAAP net income and diluted net income per share exclude the effect of the pro forma adjustments as detailed above. Non-GAAP net income and diluted net income per share are key drivers of the Company’s 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 29,
2015
 
March 30,
2014
GAAP gross profit
$
375,027

 
69.6
 %
 
$
278,292

 
66.1
 %
Stock-based compensation expense
2,611

 
0.5
 %
 
2,380

 
0.6
 %
Amortization of acquired intangible assets
11,385

 
2.1
 %
 
9,535

 
2.3
 %
Legal contingencies

 

 
5,846

 
1.4
 %
Non-GAAP gross profit (a)
$
389,023

 
72.2
 %
 
$
296,053

 
70.4
 %
 
 
 
 
 
 
 
 
Research and development expense
$
91,772

 
17.0
 %
 
$
77,041

 
18.3
 %
Stock-based compensation expense
(11,307
)
 
(2.1
)%
 
(11,669
)
 
(2.8
)%
Contingent compensation expense (b)

 

 
(84
)
 

Non-GAAP research and development expense
$
80,465

 
14.9
 %
 
$
65,288

 
15.5
 %
 
 
 
 
 
 
 
 
Selling, general and administrative expense
$
116,317

 
21.6
 %
 
$
109,573

 
26.0
 %
Stock-based compensation expense
(18,000
)
 
(3.3
)%
 
(19,375
)
 
(4.5
)%
Amortization of acquired intangible assets
(1,502
)
 
(0.3
)%
 
(3,656
)
 
(0.9
)%
Contingent compensation expense (b)

 

 
(2,756
)
 
(0.7
)%
Non-GAAP selling, general and administrative expense
$
96,815

 
18.0
 %
 
$
83,786

 
19.9
 %
 
 
 
 
 
 
 
 
GAAP operating profit
$
176,126

 
32.7
 %
 
$
92,096

 
21.9
 %
Stock-based compensation expense
31,918

 
5.9
 %
 
33,424

 
7.9
 %
Amortization of acquired intangible assets
12,887

 
2.4
 %
 
13,191

 
3.2
 %
Acquisition related gain, net (c)
(9,887
)
 
(1.8
)%
 
(1,013
)
 
(0.3
)%
Headquarter relocation
699

 
0.1
 %
 
595

 
0.1
 %
Legal contingencies

 

 
5,846

 
1.4
 %
Contingent compensation expense (b)

 

 
2,840

 
0.7
 %
Non-GAAP operating profit (a)
$
211,743

 
39.3
 %
 
$
146,979

 
34.9
 %
 
 
 
 
 
 
 
 
GAAP other income (expense), net
$
1,920

 
0.4
 %
 
$
(8,308
)
 
(2.0
)%
Cost-method investment gain, net (d)
(12,582
)
 
(2.4
)%
 

 

Non-cash interest expense (e)
10,188

 
1.9
 %
 
9,022

 
2.2
 %
Non-GAAP other (expense) income, net (a)
$
(474
)
 
(0.1
)%
 
$
714

 
0.2
 %
______________________________________________________________________________________________________

(a) Non-GAAP gross profit, included within non-GAAP operating profit, is a key measure of the effectiveness and efficiency of manufacturing processes, product mix and the average selling prices of the Company’s products and services. Non-GAAP operating profit, and non-GAAP other (expense) income, 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 past and future core operating performance.

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




(c) Acquisition related gain, net consists primarily of net gains from changes in fair value of contingent consideration.

(d) Cost-method investment gain, net consists primarily of a gain on the sale of an investment partially offset by impairment charges on other investments.

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



Illumina, Inc.
Reconciliation of Non-GAAP Financial Guidance

The Company’s future performance and financial results are subject to risks and uncertainties, and actual results could differ materially from the guidance set forth below. Some of the factors that could affect the Company’s financial results are stated above in this press release. More information on potential factors that could affect the Company’s financial results is included from time to time in the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended December 28, 2014 filed with the SEC on February 18, 2015. The Company assumes no obligation to update any forward-looking statements or information.

 
Fiscal Year 2015
Diluted net income per share
 
Non-GAAP diluted net income per share
$3.36 - $3.42
Amortization of acquired intangible assets
(0.21)
Non-cash interest expense (a)
(0.17)
Cost-method investment gain, net (b)
0.06
Acquisition related gain, net
0.04
Headquarter relocation (c)
(0.01)
GAAP diluted net income per share
$3.07 - $3.13

______________________________________________________________________________________________________

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

(b) Cost-method investment gain, net consists primarily of a gain on the sale of an investment partially offset by impairment charges on other investments.

(c) Headquarter relocation represents accretion of interest expense on lease exit liability.

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