x
|
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
California
|
77-0213001
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
3240 Whipple Road, Union City, California
|
94587
|
|
(Address of principal executive offices)
|
(Zip code)
|
Title of Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, no par value
|
The NASDAQ Stock Market, Inc.
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
Page
|
PART I
|
||
Item 1.
|
3
|
|
Item 1A.
|
13
|
|
Item 1B.
|
23
|
|
Item 2.
|
23
|
|
Item 3.
|
23
|
|
Item 4.
|
23
|
|
PART II
|
||
Item 5.
|
24
|
|
Item 6.
|
26
|
|
27
|
||
Item 7A.
|
48
|
|
Item 8.
|
49
|
|
Item 9.
|
76
|
|
Item 9A.
|
76
|
|
Item 9B.
|
77
|
|
PART III
|
||
Item 10.
|
78
|
|
Item 11.
|
81
|
|
Item 12. | 99 | |
Item 13.
|
101
|
|
Item 14.
|
102
|
|
PART IV
|
||
Item 15.
|
103
|
|
|
|
|
|
105
|
|
|
107
|
· | Medical Market: We currently market the blood analysis system in the medical market under the name Piccolo Xpress. Through October 2006, we marketed the blood analysis system in the medical market as the Piccolo, now referred to as the Piccolo Classic. We continue to support and service our current population of Piccolo Xpress and Piccolo Classic chemistry analyzers. |
· | Veterinary Market: We currently market the blood analysis system in the veterinary market under the name VetScan VS2. Through March 2006, we marketed the blood analysis system in the veterinary market as the VetScan, now referred to as the VetScan Classic. We continue to support and service our current population of VetScan VS2 and VetScan Classic chemistry analyzers. |
Piccolo Profiles
|
Description of the Test Panels
|
Basic Metabolic Panel (CLIA waived)
|
BUN, CA, CL-, CRE, GLU, K+, NA+, tCO
2
.
|
Basic Metabolic Panel Plus
|
BUN, CA, CL-, CRE, GLU, K+, LD, MG, NA+, tCO
2
.
|
BioChemistry Panel Plus (1)
|
ALB, ALP, ALT, AMY, AST, BUN, CA, CRE, CRP, GGT, GLU, TP, UA.
|
Comprehensive Metabolic Panel (CLIA waived)
|
ALB, ALP, ALT, AST, BUN, CA, CL-,
CRE, GLU, K+, NA+, TBIL, tCO
2
, TP.
|
Electrolyte Panel (CLIA waived)
|
CL-, K+, NA+, tCO
2
.
|
General Chemistry 6 (CLIA waived)
|
ALT, AST, BUN, CRE, GGT, GLU.
|
General Chemistry 13 (CLIA waived)
|
ALB, ALP, ALT, AMY, AST, BUN, CA, CRE, GGT, GLU, TBIL, TP, UA.
|
Hepatic Function Panel
|
ALB, ALP, ALT, AST, DBIL, TBIL, TP.
|
Kidney Check (CLIA waived) (1)
|
BUN, CRE.
|
CHOL, CHOL/HDL RATIO, HDL, LDL, TRIG, VLDL.
|
|
Lipid Panel Plus (CLIA waived)
|
ALT, AST, CHOL, CHOL/HDL RATIO, GLU, HDL, LDL, TRIG, VLDL.
|
Liver Panel Plus (CLIA waived)
|
ALB, ALP, ALT, AMY, AST, GGT, TBIL, TP.
|
MetLac 12 (1)
|
ALB, BUN, CA, CL-, CRE, GLU, K+, LAC, MG, NA+, PHOS, tCO
2
.
|
MetLyte 8 Panel (CLIA waived)
|
BUN, CK, CL-, CRE, GLU, K+, NA+,
tCO
2
.
|
MetLyte Plus CRP (1)
|
BUN, CK, CL-, CRE, CRP, GLU, K+, NA+, tCO
2
.
|
Renal Function Panel (CLIA waived)
|
ALB, BUN, CA, CL-, CRE, GLU, K+, NA+, PHOS, tCO
2
.
|
(1) | The panel is offered only on our Piccolo Xpress. |
(1) | The panel is offered only on our VetScan VS2. |
· | Canine Heartworm Rapid Test: In January 2009, we introduced the VetScan Canine Heartworm Rapid Test, a highly sensitive and specific test for the detection of Dirofilaria immitis in canine and feline whole blood, serum or plasma. The lateral flow immunoassay technology in the canine heartworm rapid tests provides immediate results. |
· | Canine Lyme Rapid Test: In March 2012, we introduced the VetScan Canine Lyme Rapid Test, which detects Borrelia burgdorferi in canine whole blood, serum or plasma. |
· | Canine Parvovirus Rapid Test: In March 2011, we introduced the VetScan Canine Parvovirus Rapid Test, a qualitative test for the detection of canine parvovirus antigen in feces. The VetScan Canine Parvovirus Rapid Test uses a unique combination of monoclonal antibodies that provides the detection of parvovirus antigen, allowing the veterinarian to screen for and diagnose the infection. |
· | Giardia Rapid Test: In May 2011, we introduced the VetScan Giardia Rapid Test, which detects giardiasis, a gastrointestinal infection caused by the protozoan parasite Giardia. Symptoms of Giardia infection include diarrhea and weight loss and infection is also more common in younger pets. |
· | Point-of-Care Blood Chemistry Analyzers: The analyzer used in the Piccolo and VetScan systems employs a variety of components designed or specified by us, including a variable speed motor, microprocessors, a liquid crystal display, a printer, a spectrophotometer and other electronic components. These components are manufactured by several third-party suppliers that have been qualified and approved by us and then assembled by our contract manufacturers. The components are assembled at our facility in Union City, California into the finished product and completely tested to ensure that the finished product meets product specifications. Our blood analyzer products use several technologically-advanced components that we currently purchase from a limited number of suppliers, including certain components from single-source suppliers, Hamamatsu Corporation and UDT Sensors (a division of OSI Optoelectronics). Our analyzers also use a printer that is primarily made by Seiko North America Corporation. We do not have supply agreements with any of these companies and they are not contractually obligated to continue supplying us with components in the quantities or at the prices that such companies have historically provided. |
· | Reagent Discs: The molded plastic discs used in the manufacture of the reagent disc are manufactured to our specifications by established injection-molding manufacturers. To achieve the precision required for accurate test results, the discs must be molded to very strict tolerances. To date, we have qualified two injection-molding manufacturers, C. Brewer & Co. and Nypro, Inc. to make the molded plastic discs that, when loaded with reagents and welded together, form our reagent disc products. We do not have supply agreements with either of these companies and they are under no contractual obligation to continue supplying us with discs either in the quantities or at the prices that such companies have historically provided. We are also working with our suppliers to improve yields and increase capacity on the existing production molds. While we have increased the number of disc molding tools to strengthen and better protect our line of supply, an inability by our injection-molding manufacturers to supply sufficient discs would have a material adverse impact on our results of operations. We assemble the reagent discs by loading the molded plastic discs with reagents and then ultrasonically welding together the top and bottom pieces. |
· | Reagent Beads / Reagents: Our reagent discs contain dry reagent chemistry beads and diluents to perform blood analyses. Lateral flow rapid tests contain reagents and diluents necessary to perform blood analyses. We purchase chemicals from third-party suppliers and formulate the raw materials, using proprietary processes, into beads at the proper concentration and consistency to facilitate placement in the reagent disc and provide homogeneous dissolution and mixing when contacted by the diluted sample. We are dependent on the following companies who are our single source providers of one or more chemicals that we use in the reagent production process: Amano Enzyme USA Co., Ltd., Kikkoman Corporation Biochemical Division, Microgenics Corporation, a division of Thermo Fisher Scientific, Roche Molecular Biochemicals of Roche Diagnostics Corporation, a division of F. Hoffmann-La Roche, Ltd., SA Scientific Co., Sekisui Diagnostics (formerly Genzyme Diagnostics), Sigma Aldrich Inc. and Toyobo Specialties. We do not have supply agreements with any of these companies and they are under no contractual obligation to continue supplying us in the quantities or at the price such companies have historically provided. Although we believe all of the chemicals provided by these companies would be readily available elsewhere and we continue to evaluate vendor sources to protect and improve our lines of supply, the loss of any of these companies as a supplier could materially adversely affect our manufacturing activities and results of operations. |
· | Hematology Instruments and Reagent Kits: Our VetScan hematology instruments are manufactured by Diatron in Hungary and are purchased by us as a completed instrument. In addition, we currently have qualified two suppliers to produce the reagent kits for our hematology instruments: Clinical Diagnostic Solutions, Inc. and Diatron. |
· | VS pro Specialty Analyzers and Cartridges: Our VetScan VS pro specialty analyzers and cartridges are manufactured by Scandinavian Micro Biodevices APS in Denmark and are purchased by us as completed products. |
· | i-STAT Analyzers and Cartridges: The VetScan i-STAT 1 analyzers and cartridges are manufactured by Abbott Point of Care Inc. in North America and are purchased by us as completed products. |
· | United States Food and Drug Administration (“FDA”): In March 2012, December 2010, August 2008, September 2005 and March 2003, the FDA conducted a facility inspection and verified our compliance with the 21 CFR 820 Regulation. |
· | United States Department of Agriculture: In October 2009, we received a United States Veterinary Biologics Establishment License from the United States Department of Agriculture. |
· | State of California Food and Drug Branch (“FDB”): In April 2001, the FDB granted our manufacturing facility “in compliance” status, based on the regulations for Good Manufacturing Practices for medical devices. In May 2001, the FDB granted licensing for our manufacturing facility in Union City, California. In December 2010, the FDB conducted a routine facility inspection and verified our compliance with Good Manufacturing Practices for medical devices. |
· | International Organization for Standardization (“ISO”): In May 2002, we received our ISO 9001 certification, expanding our compliance with international quality standards. In December 2003, we received ISO 13485 Quality System certification as required by the 2003 European In Vitro Device Directive. This certified our quality system specifically to medical devices. In April 2005, we received the Canadian Medical Device Conformity Assessment System stamp on our ISO 13485 certificate to signify compliance with Health Canada regulations. In October 2009, we received our recertification to the ISO 13485:2003 Quality System Standard for medical devices. In May 2010, May 2011 and July 2012, we were recommended for continued certification to ISO 13485:2003 by our current ISO registrar. |
· | new product or service announcements made by us or our competitors; |
· | changes in our pricing structures or the pricing structures of our competitors; |
· | our ability to develop, introduce and market new products or services on a timely basis, or at all; |
· | our manufacturing capacities and our ability to increase the scale of these capacities; |
· | the mix of sales among our instruments, consumable products and services; |
· | the amount we spend on research and development; and |
· | changes in our strategies. |
· | Blood Chemistry Analyzer Components: Our blood analyzer products use several technologically-advanced components that we currently purchase from a limited number of suppliers, including certain components from single source suppliers, Hamamatsu Corporation and UDT Sensors (a division of OSI Optoelectronics). Our analyzers also use a printer that is primarily made by Seiko North America Corporation. The loss of the supply of any of these components could force us to redesign our blood chemistry analyzers. |
· | Reagent Discs: Two injection-molding manufacturers, C. Brewer & Co. and Nypro, Inc., currently make the molded plastic discs that, when loaded with reagents and welded together, form our reagent disc products. We believe that only a few manufacturers are capable of producing these discs to the narrow tolerances that we require. To date, we have only qualified these two manufacturers to manufacture the molded plastic discs. |
· | Reagent Chemicals: We currently depend on the following single source vendors for some of the chemicals that we use to produce the reagents and dry reagent chemistry beads that are either inserted in our reagent discs, lateral flow rapid tests or sold as stand-alone products: Amano Enzyme USA Co., Ltd., Kikkoman Corporation Biochemical Division, Microgenics Corporation, a division of Thermo Fisher Scientific, Roche Molecular Biochemicals of Roche Diagnostics Corporation, a division of F. Hoffmann-La Roche, Ltd., SA Scientific Co., Sekisui Diagnostics (formerly Genzyme Diagnostics), Sigma Aldrich Inc. and Toyobo Specialties. |
· | Hematology Instruments and Reagent Kits: Our VetScan hematology instruments are manufactured by Diatron in Hungary and are purchased by us as a completed instrument. In addition, currently, we have qualified two suppliers to produce the reagent kits for our hematology instruments: Clinical Diagnostic Solutions, Inc. and Diatron. |
· | VSpro Specialty Analyzers and Cartridges: Our VetScan VS pro specialty analyzers and cartridges are manufactured by Scandinavian MicroBiodevices APS in Denmark and are purchased by us as completed products. |
· | i-STAT Analyzers and Cartridges: Our VetScan i-STAT 1 analyzers and cartridges are manufactured by Abbott in North America and are purchased by us as completed products. |
· | continue to improve our existing products and develop new and innovative products; |
· | increase our sales and marketing activities; |
· | effectively manage our manufacturing activities; and |
· | effectively compete against current and future competitors. |
· | we will be able to maintain consistent growth through our key distributors in the human diagnostic market; |
· | the costs associated with sales, marketing and distributing our products will not be excessive; or |
· | government regulations or private insurer policies will not adversely affect our ability to be successful. |
· | we may not be able to control the amount and timing of resources that our collaborators may devote to products from which we derive royalties; |
· | disputes may arise with respect to the ownership of rights to technology developed with our partners, such as our recently-settled litigation with Cepheid; |
· | disagreements with our partners could cause delays in, or termination of, the research, development or commercialization of products or result in litigation or arbitration; |
· | contracts with our partners may fail to provide significant protection or may fail to be effectively enforced if one of these partners fails to perform; |
· | should a partner fail to develop or commercialize products based on technologies we may license, we may not receive any future payments or any royalties for the technologies or products; |
· | collaborative arrangements are often terminated or allowed to expire, such as our former license with Cepheid, which would adversely impact our royalty revenues; and |
· | our corporate partners may be unable to pay us, particularly in light of current economic conditions. |
· | commercial clinical laboratories; |
· | hospitals’ clinical laboratories; and |
· | manufacturers of bench top multi-test blood analyzers and other testing systems that health care providers can use “on-site” (a listing of our competitors is listed below). |
· | range of tests offered; |
· | immediacy of results; |
· | cost effectiveness; |
· | ease of use; and |
· | reliability of results. |
· | United States Food and Drug Administration (“FDA”): In March 2012, December 2010, August 2008, September 2005 and March 2003, the FDA conducted a facility inspection and verified our compliance with the 21 CFR 820 Regulation. |
· | United States Department of Agriculture: In October 2009, we received a United States Veterinary Biologics Establishment License from the United States Department of Agriculture. |
· | State of California Food and Drug Branch (“FDB”): In April 2001, the FDB granted our manufacturing facility “in compliance” status, based on the regulations for Good Manufacturing Practices for medical devices. In May 2001, the FDB granted licensing for our manufacturing facility in Union City, California. In December 2010, the FDB conducted a routine facility inspection and verified our compliance with Good Manufacturing Practices for medical devices. |
· | International Organization for Standardization (“ISO”): In May 2002, we received our ISO 9001 certification, expanding our compliance with international quality standards. In December 2003, we received ISO 13485 Quality System certification as required by the 2003 European In Vitro Device Directive. This certified our quality system specifically to medical devices. In April 2005, we received the Canadian Medical Device Conformity Assessment System stamp on our ISO 13485 certificate to signify compliance with Health Canada regulations. In October 2009, we received our recertification to the ISO 13485:2003 Quality System Standard for medical devices. In May 2010, May 2011 and July 2012, we were recommended for continued certification to ISO 13485:2003 by our current ISO registrar. |
· | fluctuation in our operating results; |
· | announcements of technological innovations or new commercial products by us or our competitors; |
· | changes in governmental regulation in the United States and internationally; |
· | prospects and proposals for health care reform; |
· | governmental or third-party payors’ controls on prices that our customers may pay for our products; |
· | developments or disputes concerning our patents or our other proprietary rights; |
· | product liability claims and public concern as to the safety of our devices or similar devices developed by our competitors; and |
· | general market conditions. |
· | Lease of approximately 38,856 square feet of warehousing space in Union City, California, expiring in fiscal 2017. |
· | Lease of approximately 20,380 square feet of office and laboratory space in Olathe, Kansas, expiring in fiscal 2017. |
· | Lease of approximately 8,900 square feet of office space in Darmstadt, Germany, expiring in fiscal 2015, which serves as our headquarters for Abaxis Europe GmbH. |
· | Lease of approximately 12,820 square feet of warehousing space in Griesheim, Germany. In April 2013, we extended our lease to January 2025. |
Prices | ||||||||||||||||
|
Fiscal 2013
|
Fiscal 2012
|
||||||||||||||
|
High
|
Low
|
High
|
Low
|
||||||||||||
Quarter ended June 30
|
$
|
37.10
|
$
|
26.11
|
$
|
31.69
|
$
|
27.01
|
||||||||
Quarter ended September 30
|
40.58
|
34.43
|
30.50
|
19.68
|
||||||||||||
Quarter ended December 31
|
39.20
|
33.28
|
29.91
|
21.67
|
||||||||||||
Quarter ended March 31
|
47.98
|
37.00
|
29.98
|
25.56
|
and the NASDAQ Medical Equipment Securities Index
|
3/31/2008
|
3/31/2009
|
3/31/2010
|
3/31/2011
|
3/31/2012
|
3/31/2013
|
||||||||||||||||||
Abaxis, Inc.
|
$
|
100.00
|
$
|
74.41
|
$
|
117.35
|
$
|
124.47
|
$
|
125.72
|
$
|
209.70
|
||||||||||||
Russell 2000
|
$
|
100.00
|
$
|
62.50
|
$
|
101.72
|
$
|
127.96
|
$
|
127.73
|
$
|
148.55
|
||||||||||||
NASDAQ Medical Equipment Securities
|
$
|
100.00
|
$
|
54.40
|
$
|
98.76
|
$
|
106.99
|
$
|
121.86
|
$
|
122.12
|
Year Ended March 31,
|
||||||||||||||||||||
|
2013
|
2012
|
2011
|
2010
|
2009
|
|||||||||||||||
|
(In thousands, except per share data)
|
|||||||||||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|||||||||||||||
Revenues
|
$
|
186,025
|
$
|
156,596
|
$
|
143,676
|
$
|
124,557
|
$
|
105,562
|
||||||||||
Cost of revenues
|
87,794
|
71,493
|
63,884
|
52,435
|
46,937
|
|||||||||||||||
Gross profit
|
98,231
|
85,103
|
79,792
|
72,122
|
58,625
|
|||||||||||||||
Operating expenses:
|
||||||||||||||||||||
Research and development
|
13,577
|
12,246
|
11,973
|
10,688
|
8,361
|
|||||||||||||||
Sales and marketing
|
46,943
|
39,618
|
34,384
|
30,138
|
24,712
|
|||||||||||||||
General and administrative
|
12,825
|
13,782
|
10,963
|
10,521
|
7,757
|
|||||||||||||||
Gain from legal settlement
|
(17,250
|
)
|
-
|
-
|
-
|
-
|
||||||||||||||
Total operating expenses
|
56,095
|
65,646
|
57,320
|
51,347
|
40,830
|
|||||||||||||||
Income from operations
|
42,136
|
19,457
|
22,472
|
20,775
|
17,795
|
|||||||||||||||
Interest and other income (expense), net
|
253
|
710
|
1,099
|
630
|
1,271
|
|||||||||||||||
Income before income tax provision
|
42,389
|
20,167
|
23,571
|
21,405
|
19,066
|
|||||||||||||||
Income tax provision
|
14,930
|
7,076
|
9,034
|
8,382
|
7,053
|
|||||||||||||||
Net income
|
$
|
27,459
|
$
|
13,091
|
$
|
14,537
|
$
|
13,023
|
$
|
12,013
|
||||||||||
Net income per share:
|
||||||||||||||||||||
Basic net income per share
|
$
|
1.25
|
$
|
0.59
|
$
|
0.65
|
$
|
0.59
|
$
|
0.55
|
||||||||||
Diluted net income per share
|
$
|
1.23
|
$
|
0.58
|
$
|
0.64
|
$
|
0.58
|
$
|
0.54
|
||||||||||
Cash dividends declared per share:
|
$
|
1.00
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Shares used in the calculation of net income per share:
|
||||||||||||||||||||
Weighted average common shares outstanding - basic
|
21,946
|
22,084
|
22,365
|
22,021
|
21,826
|
|||||||||||||||
Weighted average common shares outstanding - diluted
|
22,381
|
22,462
|
22,858
|
22,606
|
22,324
|
|
As of March 31,
|
|||||||||||||||||||
|
2013
|
2012
|
2011
|
2010
|
2009
|
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|||||||||||||||
Cash and cash equivalents
|
$
|
54,910
|
$
|
45,843
|
$
|
43,471
|
$
|
27,857
|
$
|
49,237
|
||||||||||
Short-term investments
|
23,354
|
21,689
|
25,981
|
32,343
|
20,776
|
|||||||||||||||
Working capital
|
132,944
|
109,966
|
107,542
|
89,327
|
101,815
|
|||||||||||||||
Long-term investments
|
17,000
|
23,442
|
36,237
|
36,319
|
4,886
|
|||||||||||||||
Total assets
|
201,763
|
181,836
|
188,260
|
167,816
|
140,711
|
|||||||||||||||
Non-current liabilities
|
5,550
|
4,620
|
3,090
|
1,682
|
2,270
|
|||||||||||||||
Total shareholders' equity
|
176,194
|
159,785
|
168,648
|
147,119
|
126,892
|
Shares Issuable Upon
Settlement of
FY2014 Performance RSUs
|
Consolidated Income from
Operations for the
Year Ending March 31, 2014
|
Vesting Date
|
25%
|
> 90% of target
|
April 29, 2016
|
25%
|
> 90% of target
|
April 29, 2017
|
25%
|
> 100% of target
|
April 29, 2016
|
25%
|
> 100% of target
|
April 29, 2017
|
Year Ended March 31,
|
Change 2012 to 2013
|
Change 2011 to 2012
|
||||||||||||||||||||||||||
Revenues by
|
|
|
|
Increase/
|
Percent
|
Increase/
|
Percent
|
|||||||||||||||||||||
Geographic Region
|
2013
|
2012
|
2011
|
(Decrease)
|
Change
|
(Decrease)
|
Change
|
|||||||||||||||||||||
North America
|
$
|
152,774
|
$
|
128,969
|
$
|
117,992
|
$
|
23,805
|
18
|
%
|
$
|
10,977
|
9
|
%
|
||||||||||||||
Percentage of total revenues
|
82
|
%
|
82
|
%
|
82
|
%
|
||||||||||||||||||||||
Europe
|
26,086
|
21,926
|
20,308
|
4,160
|
19
|
%
|
1,618
|
8
|
%
|
|||||||||||||||||||
Percentage of total revenues
|
14
|
%
|
14
|
%
|
14
|
%
|
||||||||||||||||||||||
Asia Pacific and rest of the world
|
7,165
|
5,701
|
5,376
|
1,464
|
26
|
%
|
325
|
6
|
%
|
|||||||||||||||||||
Percentage of total revenues
|
4
|
%
|
4
|
%
|
4
|
%
|
||||||||||||||||||||||
Total revenues
|
$
|
186,025
|
$
|
156,596
|
$
|
143,676
|
$
|
29,429
|
19
|
%
|
$
|
12,920
|
9
|
%
|
|
Year Ended March 31,
|
Change 2012 to 2013
|
Change 2011 to 2012
|
|||||||||||||||||||||||||
Revenues by Product
|
|
|
|
Increase/
|
Percent
|
Increase/
|
Percent
|
|||||||||||||||||||||
and Service Category
|
2013
|
2012
|
2011
|
(Decrease)
|
Change
|
(Decrease)
|
Change
|
|||||||||||||||||||||
Instruments(1)
|
$
|
46,034
|
$
|
35,150
|
$
|
32,092
|
$
|
10,884
|
31
|
%
|
$
|
3,058
|
10
|
%
|
||||||||||||||
Percentage of total revenues
|
25
|
%
|
22
|
%
|
22
|
%
|
||||||||||||||||||||||
Consumables(2)
|
127,481
|
113,810
|
102,920
|
13,671
|
12
|
%
|
10,890
|
11
|
%
|
|||||||||||||||||||
Percentage of total revenues
|
68
|
%
|
73
|
%
|
72
|
%
|
||||||||||||||||||||||
Other products and services(3)
|
12,360
|
7,472
|
7,412
|
4,888
|
65
|
%
|
60
|
1
|
%
|
|||||||||||||||||||
Percentage of total revenues
|
7
|
%
|
5
|
%
|
5
|
%
|
||||||||||||||||||||||
Product and service revenues, net
|
185,875
|
156,432
|
142,424
|
29,443
|
19
|
%
|
14,008
|
10
|
%
|
|||||||||||||||||||
Percentage of total revenues
|
100
|
%
|
100
|
%
|
99
|
%
|
||||||||||||||||||||||
Development and licensing revenues
|
150
|
164
|
1,252
|
(14
|
)
|
(9
|
)%
|
(1,088
|
)
|
(87
|
)%
|
|||||||||||||||||
Percentage of total revenues
|
<1%
|
<1%
|
1
|
%
|
||||||||||||||||||||||||
Total revenues
|
$
|
186,025
|
$
|
156,596
|
$
|
143,676
|
$
|
29,429
|
19
|
%
|
$
|
12,920
|
9
|
%
|
(1) | Instruments include chemistry analyzers, hematology instruments, VS pro specialty analyzers and i-STAT analyzers. |
(2) | Consumables include reagent discs, hematology reagent kits, VS pro specialty cartridges, i-STAT cartridges and rapid tests. |
(3) | Other products and services include veterinary reference laboratory diagnostic and consulting service. |
· | Total revenues from our Piccolo chemistry analyzers and medical reagent discs in North America (excluding sales to the U.S. government) decreased by 2%, or $298,000, primarily due to a decrease in average selling prices of Piccolo chemistry analyzers and medical reagent discs sold to our distributor, Abbott Point of Care Inc. (“Abbott”), partially offset by an increase in the sales volume of Piccolo chemistry to Abbott. In October 2012, we entered into the Abbott Agreement. |
· | Total sales of our Piccolo chemistry analyzers and medical reagent discs to the U.S. government decreased by 38%, or $1.2 million, primarily due to a decrease in the U.S. Military’s needs for our products as a result of U.S. troops leaving Iraq in 2011. |
· | Total revenues from our VetScan chemistry analyzers and veterinary reagent discs in North America increased by 20%, or $12.6 million, primarily due to (a) an increase in the sales volume of VetScan chemistry analyzers due in part to additional sales personnel and sales to various distributors, including MWI Veterinary Supply, Inc. (“MWI”) since we entered into a distribution agreement in September 2012, (b) an increase in the sales volume of veterinary reagent discs resulting from an expanded installed base of our VetScan chemistry analyzers and (c) higher average selling prices of VetScan chemistry analyzers and veterinary reagent discs. |
· | Total revenues from our VetScan hematology instruments and hematology reagent kits in North America increased by 28%, or $4.5 million, primarily due to an increase in the sales volume of VetScan hematology instruments due in part to additional sales personnel and sales to various distributors, including MWI. |
· | Total revenues from our VetScan VS pro specialty analyzers and related consumables, VetScan i-STAT analyzers and related consumables and VetScan rapid tests in North America increased by 18%, or $3.7 million, primarily due to an increase in the sales volume of VetScan VS pro specialty analyzers, VetScan i-STAT analyzers and VetScan rapid tests, due in part to additional sales personnel and sales to various distributors, including MWI. |
· | Other product and service revenues in North America increased by 66%, or $4.6 million, primarily due to an increase in service revenues from veterinary reference laboratory diagnostic and consulting services to new customers and increased business with current customers. Veterinary reference laboratory diagnostic and consulting services provided by AVRL started in the third quarter of fiscal 2012. |
· | Total sales of our Piccolo chemistry analyzers and medical reagent discs in North America (excluding sales to the U.S. government) increased by 9%, or $1.6 million, primarily due to an increase in the sales volume of Piccolo chemistry analyzers to various distributors and an increase in the sales volume of medical reagent discs to various distributors resulting from higher sales to end users. |
· | Total sales of our Piccolo chemistry analyzers and medical reagent discs to the U.S. government decreased by 15%, or $566,000, primarily due to a decrease in the U.S. Military’s needs for our products as a result of U.S. troops leaving Iraq in 2011. |
· | Total sales of our VetScan chemistry analyzers and veterinary reagent discs in North America increased by 9%, or $5.3 million, primarily attributable to (a) an increase in the sales volume of VetScan chemistry analyzers due in part to additional sales personnel, (b) an increase in the sales volume of veterinary reagent discs resulting from an expanded installed base of our VetScan chemistry analyzers and (c) higher average selling prices of veterinary reagent discs. |
· | Total sales of our VetScan hematology instruments and hematology reagent kits in North America increased by 23%, or $2.9 million, primarily due to an increase in units of hematology reagent kits sold resulting from an expanded installed base of our VetScan hematology instruments. |
· | Total sales from our VS pro coagulation and specialty analyzers and related consumables, i-STAT analyzers and related consumables and rapid tests in North America increased by 15%, or $2.7 million, primarily attributable to (a) an increase in the sales volume of i-STAT analyzers due in part to additional sales personnel and (b) an increase in the sales volume of rapid tests, which includes our Canine Heartworm Rapid Test, introduced in January 2009, our Canine Parvovirus Rapid Test, introduced in March 2011, our Giardia Rapid Test, introduced in May 2011 and our Lyme Rapid Test, introduced in March 2012. |
· | Other product and service revenues in North America increased by 1%, or $48,000, primarily due to an increase in service revenue from veterinary reference laboratory diagnostic and consulting services provided by AVRL beginning in the third quarter of fiscal 2012. The increase in other products and services was partially offset by an increase in deferred revenue related to extended maintenance contracts offered to customers from time to time as incentives in the form of free services in connection with the sale of our products. |
· | Total revenues from development and licensing in North America decreased by 87%, or $1.1 million, primarily based on Cepheid’s discontinuation of license royalty payments in fiscal 2011. |
Year Ended March 31,
|
Change
|
|||||||||||||||||||||||
|
|
Percent of
|
|
Percent of
|
Increase/
|
Percent
|
||||||||||||||||||
|
2013
|
Revenues(1)
|
2012
|
Revenues(1)
|
(Decrease)
|
Change
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
||||||||||||||||||
Medical Market(2)
|
$
|
31,643
|
100
|
%
|
$
|
30,404
|
100
|
%
|
$
|
1,239
|
4
|
%
|
||||||||||||
Percentage of total revenues
|
17
|
%
|
19
|
%
|
||||||||||||||||||||
Veterinary Market(2)
|
150,510
|
100
|
%
|
122,253
|
100
|
%
|
28,257
|
23
|
%
|
|||||||||||||||
Percentage of total revenues
|
81
|
%
|
78
|
%
|
||||||||||||||||||||
Other(2)(3)
|
3,872
|
3,939
|
(67
|
)
|
(2
|
)%
|
||||||||||||||||||
Percentage of total revenues
|
2
|
%
|
3
|
%
|
||||||||||||||||||||
Total revenues
|
186,025
|
156,596
|
29,429
|
19
|
%
|
|||||||||||||||||||
Cost of revenues:
|
||||||||||||||||||||||||
Medical Market(2)
|
15,179
|
48
|
%
|
14,323
|
47
|
%
|
856
|
6
|
%
|
|||||||||||||||
Veterinary Market(2)
|
72,477
|
48
|
%
|
57,032
|
47
|
%
|
15,445
|
27
|
%
|
|||||||||||||||
Other(2)(3)
|
138
|
138
|
-
|
-
|
||||||||||||||||||||
Total cost of revenues
|
87,794
|
71,493
|
16,301
|
23
|
%
|
|||||||||||||||||||
Gross profit:
|
||||||||||||||||||||||||
Medical Market(2)
|
16,464
|
52
|
%
|
16,081
|
53
|
%
|
383
|
2
|
%
|
|||||||||||||||
Veterinary Market(2)
|
78,033
|
52
|
%
|
65,221
|
53
|
%
|
12,812
|
20
|
%
|
|||||||||||||||
Other(2)(3)
|
3,734
|
3,801
|
(67
|
)
|
(2
|
)%
|
||||||||||||||||||
Gross profit
|
$
|
98,231
|
$
|
85,103
|
$
|
13,128
|
15
|
%
|
(1) | The percentage reported is based on revenues by operating segment. |
(2) | Includes certain prior fiscal year amounts by operating segment and unallocated items that were reclassified to conform to the current fiscal year presentation. |
(3) | Represents unallocated items, not specifically identified to any particular business segment. |
Year Ended March 31,
|
Change
|
|||||||||||||||||||||||
|
|
Percent of
|
|
Percent of
|
Increase/
|
Percent
|
||||||||||||||||||
|
2012
|
Revenues(1)
|
2011
|
Revenues(1)
|
(Decrease)
|
Change
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
||||||||||||||||||
Medical Market(2)
|
$
|
30,404
|
100
|
%
|
$
|
29,146
|
100
|
%
|
$
|
1,258
|
4
|
%
|
||||||||||||
Percentage of total revenues
|
19
|
%
|
20
|
%
|
||||||||||||||||||||
Veterinary Market(2)
|
122,253
|
100
|
%
|
109,594
|
100
|
%
|
12,659
|
12
|
%
|
|||||||||||||||
Percentage of total revenues
|
78
|
%
|
76
|
%
|
||||||||||||||||||||
Other(2)(3)
|
3,939
|
4,936
|
(997
|
)
|
(20
|
)%
|
||||||||||||||||||
Percentage of total revenues
|
3
|
%
|
4
|
%
|
||||||||||||||||||||
Total revenues
|
156,596
|
143,676
|
12,920
|
9
|
%
|
|||||||||||||||||||
Cost of revenues:
|
||||||||||||||||||||||||
Medical Market(2)
|
14,323
|
47
|
%
|
14,357
|
49
|
%
|
(34
|
)
|
<(1
|
)% | ||||||||||||||
Veterinary Market(2)
|
57,032
|
47
|
%
|
49,330
|
45
|
%
|
7,702
|
16
|
%
|
|||||||||||||||
Other(2)(3)
|
138
|
197
|
(59
|
)
|
(30
|
)%
|
||||||||||||||||||
Total cost of revenues
|
71,493
|
63,884
|
7,609
|
12
|
%
|
|||||||||||||||||||
Gross profit:
|
||||||||||||||||||||||||
Medical Market(2)
|
16,081
|
53
|
%
|
14,789
|
51
|
%
|
1,292
|
9
|
%
|
|||||||||||||||
Veterinary Market(2)
|
65,221
|
53
|
%
|
60,264
|
55
|
%
|
4,957
|
8
|
%
|
|||||||||||||||
Other(2)(3)
|
3,801
|
4,739
|
(938
|
)
|
(20
|
)%
|
||||||||||||||||||
Gross profit
|
$
|
85,103
|
$
|
79,792
|
$
|
5,311
|
7
|
%
|
||||||||||||||||
|
(1) | The percentage reported is based on revenues by operating segment. |
(2) | Includes certain prior fiscal year amounts by operating segment and unallocated items that were reclassified to conform to the current fiscal year presentation. |
(3) | Represents unallocated items, not specifically identified to any particular business segment. |
Year Ended March 31,
|
||||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Net cash provided by operating activities
|
$
|
29,197
|
$
|
21,973
|
$
|
16,369
|
||||||
Net cash provided by (used in) investing activities
|
(1,657
|
)
|
8,479
|
(3,808
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
(18,165
|
)
|
(27,915
|
)
|
2,784
|
|||||||
Effect of exchange rate changes on cash and cash equivalents
|
(308
|
)
|
(165
|
)
|
269
|
|||||||
Net increase in cash and cash equivalents
|
$
|
9,067
|
$
|
2,372
|
$
|
15,614
|
· | Receivables, net increased by $9.3 million, from $30.7 million at March 31, 2012 to $40.0 million as of March 31, 2013, primarily due to higher sales in the last month of the quarter ended March 31, 2013. |
· | Inventories increased by $7.2 million, from $19.6 million at March 31, 2012 to $26.8 million as of March 31, 2013, primarily due to an increase in raw materials and finished goods to support future demand. |
· | Prepaid expenses and other current assets decreased by $2.1 million, from $5.4 million at March 31, 2012 to $3.3 million as of March 31, 2013, primarily attributable to a lower deposit to Diatron MI PLC for future purchases of hematology instruments and reagents and the timing of estimated income tax payments. |
· | Current net deferred tax assets increased by $438,000, from $4.2 million at March 31, 2012 to $4.6 million as of March 31, 2013, primarily as a result of increases in non-deductible accruals and reserves. |
· | Non-current net deferred tax assets increased by $643,000, from $0 at March 31, 2012 to $643,000 as of March 31, 2013, primarily as a result of share-based compensation. |
· | Accounts payable increased by $1.7 million, from $6.4 million at March 31, 2012 to $8.1 million as of March 31, 2013, primarily due to the timing and payment of services and inventory purchases. |
· | Accrued taxes increased by $174,000, from $266,000 at March 31, 2012 to $440,000 as of March 31, 2013, primarily due to the timing of estimated income tax payments. |
· | Other accrued liabilities increased by $847,000, from $2.0 million at March 31, 2012 to $2.8 million as of March 31, 2013, primarily due to higher customer incentive programs and timing of payments. |
· | Net deferred tax liabilities, non-current decreased by $199,000, from $199,000 at March 31, 2012 to $0 as of March 31, 2013, primarily as a result of an increase in non-current deferred tax assets. |
· | Total deferred revenue increased by $1.5 million, resulting from an increase in the current portion of deferred revenue of $150,000, from $1.2 million at March 31, 2012 to $1.4 million as of March 31, 2013 and an increase in the non-current portion of deferred revenue of $1.4 million, from $2.4 million at March 31, 2012 to $3.8 million as of March 31, 2013. The increase in deferred revenue balances is due to an increase in extended maintenance contracts offered to customers in the form of free services in connection with the sale of our instruments during fiscal 2013, partially offset by deferred revenue recognized ratably over the life of the maintenance contract. |
· | Total warranty reserves decreased by $462,000, resulting from a decrease in the current portion of warranty reserves of $250,000, from $1.2 million at March 31, 2012 to $995,000 as of March 31, 2013 and a decrease in the non-current portion of warranty reserves of $212,000, from $601,000 at March 31, 2012 to $389,000 as of March 31, 2013. During fiscal 2013, we recorded an adjustment to pre-existing warranties of $290,000, which reduced our warranty reserves and our cost of revenues, based on both historical and projected product performance rates of instruments. During fiscal 2013, the provision related to instruments decreased, as compared to fiscal 2012, primarily attributable to our quarterly evaluation of service experience on our chemistry analyzers based on estimated product failure rates. Our warranty reserves is primarily based on (a) the number of instruments in standard warranty, estimated product failure rates and estimated repair costs and (b) an estimate of defective reagent discs and replacement costs. Management periodically evaluates the sufficiency of the warranty provisions and makes adjustments when necessary. If an unusual performance rate related to warranty claims is noted, an additional warranty accrual may be assessed and recorded when a failure event is probable and the cost can be reasonably estimated. |
Payments Due by Period
|
||||||||||||||||||||
|
Total
|
2014
|
2015-2016
|
2017-2018
|
After 2018
|
|||||||||||||||
Long-term debt obligations(1)
|
$
|
937
|
$
|
138
|
$
|
261
|
$
|
240
|
$
|
298
|
||||||||||
Operating lease obligations(2)
|
13,502
|
1,951
|
3,737
|
3,191
|
4,623
|
|||||||||||||||
Purchase obligations(3)
|
19,646
|
8,775
|
7,661
|
1,620
|
1,590
|
|||||||||||||||
|
$
|
34,085
|
$
|
10,864
|
$
|
11,659
|
$
|
5,051
|
$
|
6,511
|
(1) | Long-term debt obligations include interest payments associated with notes payable, which are described below in “Notes Payable.” |
(2) | Operating lease obligations are described below in “Operating Leases.” |
(3)
|
Purchase obligations are described below in “Purchase Commitments.”
|
Description
|
Page
|
Report of Independent Registered Public Accounting Firm
|
50
|
Consolidated Balance Sheets at March 31, 2013 and 2012
|
51
|
Consolidated Statements of Income for the Years Ended March 31, 2013, 2012 and 2011
|
52
|
Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2013, 2012 and 2011
|
53
|
Consolidated Statements of Shareholders’ Equity for the Years Ended March 31, 2013, 2012 and 2011
|
54
|
Consolidated Statements of Cash Flows for the Years Ended March 31, 2013, 2012 and 2011
|
55
|
Notes to Consolidated Financial Statements
|
56
|
|
March 31,
|
|||||||
ASSETS
|
2013
|
2012
|
||||||
Current assets:
|
|
|
||||||
Cash and cash equivalents
|
$
|
54,910
|
$
|
45,843
|
||||
Short-term investments
|
23,354
|
21,689
|
||||||
Receivables (net of allowances of $319 in 2013 and $283 in 2012)
|
40,005
|
30,694
|
||||||
Inventories
|
26,786
|
19,597
|
||||||
Prepaid expenses and other current assets
|
3,319
|
5,423
|
||||||
Net deferred tax assets, current
|
4,589
|
4,151
|
||||||
Total current assets
|
152,963
|
127,397
|
||||||
Long-term investments
|
17,000
|
23,442
|
||||||
Investment in unconsolidated affiliate
|
2,613
|
2,626
|
||||||
Property and equipment, net
|
25,330
|
24,296
|
||||||
Intangible assets, net
|
3,122
|
3,990
|
||||||
Net deferred tax assets, non-current
|
643
|
-
|
||||||
Other assets
|
92
|
85
|
||||||
Total assets
|
$
|
201,763
|
$
|
181,836
|
||||
|
||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
8,123
|
$
|
6,381
|
||||
Accrued payroll and related expenses
|
6,261
|
6,336
|
||||||
Accrued taxes
|
440
|
266
|
||||||
Other accrued liabilities
|
2,838
|
1,991
|
||||||
Deferred revenue
|
1,362
|
1,212
|
||||||
Warranty reserve
|
995
|
1,245
|
||||||
Total current liabilities
|
20,019
|
17,431
|
||||||
Non-current liabilities:
|
||||||||
Deferred rent
|
729
|
641
|
||||||
Net deferred tax liabilities
|
-
|
199
|
||||||
Deferred revenue
|
3,750
|
2,396
|
||||||
Warranty reserve
|
389
|
601
|
||||||
Notes payable, less current portion
|
682
|
783
|
||||||
Total non-current liabilities
|
5,550
|
4,620
|
||||||
Total liabilities
|
25,569
|
22,051
|
||||||
Commitments and contingencies (Note 10)
|
||||||||
Shareholders' equity:
|
||||||||
Preferred stock, no par value: 5,000,000 shares authorized; no shares issued and outstanding in 2013 and 2012
|
-
|
-
|
||||||
Common stock, no par value: 35,000,000 shares authorized; 22,120,000 and 21,699,000 shares issued and outstanding in 2013 and 2012, respectively
|
121,019
|
110,063
|
||||||
Retained earnings
|
55,133
|
49,697
|
||||||
Accumulated other comprehensive income
|
42
|
25
|
||||||
Total shareholders' equity
|
176,194
|
159,785
|
||||||
Total liabilities and shareholders' equity
|
$
|
201,763
|
$
|
181,836
|
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Revenues
|
$
|
186,025
|
$
|
156,596
|
$
|
143,676
|
||||||
Cost of revenues
|
87,794
|
71,493
|
63,884
|
|||||||||
Gross profit
|
98,231
|
85,103
|
79,792
|
|||||||||
Operating expenses:
|
||||||||||||
Research and development
|
13,577
|
12,246
|
11,973
|
|||||||||
Sales and marketing
|
46,943
|
39,618
|
34,384
|
|||||||||
General and administrative
|
12,825
|
13,782
|
10,963
|
|||||||||
Gain from legal settlement
|
(17,250
|
)
|
-
|
-
|
||||||||
Total operating expenses
|
56,095
|
65,646
|
57,320
|
|||||||||
Income from operations
|
42,136
|
19,457
|
22,472
|
|||||||||
Interest and other income (expense), net
|
253
|
710
|
1,099
|
|||||||||
Income before income tax provision
|
42,389
|
20,167
|
23,571
|
|||||||||
Income tax provision
|
14,930
|
7,076
|
9,034
|
|||||||||
Net income
|
$
|
27,459
|
$
|
13,091
|
$
|
14,537
|
||||||
Net income per share:
|
||||||||||||
Basic net income per share
|
$
|
1.25
|
$
|
0.59
|
$
|
0.65
|
||||||
Diluted net income per share
|
$
|
1.23
|
$
|
0.58
|
$
|
0.64
|
||||||
Cash dividends declared per share:
|
$
|
1.00
|
$
|
-
|
$
|
-
|
||||||
Shares used in the calculation of net income per share:
|
||||||||||||
Weighted average common shares outstanding - basic
|
21,946
|
22,084
|
22,365
|
|||||||||
Weighted average common shares outstanding - diluted
|
22,381
|
22,462
|
22,858
|
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Net income
|
$
|
27,459
|
$
|
13,091
|
$
|
14,537
|
||||||
Other comprehensive income:
|
||||||||||||
Net change in unrealized gain (loss) on investments
|
29
|
41
|
-
|
|||||||||
Provision for income taxes related to items of other comprehensive income
|
12
|
16
|
-
|
|||||||||
Other comprehensive income, net of tax
|
17
|
25
|
-
|
|||||||||
Comprehensive income
|
$
|
27,476
|
$
|
13,116
|
$
|
14,537
|
|
|
|
|
Accumulated
|
|
|||||||||||||||
|
|
|
|
Other
|
Total
|
|||||||||||||||
|
Common Stock
|
Retained
|
Comprehensive
|
Shareholders'
|
||||||||||||||||
|
Shares
|
Amount
|
Earnings
|
Income
|
Equity
|
|||||||||||||||
Balances at March 31, 2010
|
22,112,000
|
$
|
125,050
|
$
|
22,069
|
$
|
-
|
$
|
147,119
|
|||||||||||
Common stock issued under stock option exercises
|
314,000
|
1,684
|
-
|
-
|
1,684
|
|||||||||||||||
Common stock issued in settlement of restricted stock units, net of shares withheld for employee taxes
|
161,000
|
(2,013
|
)
|
-
|
-
|
(2,013
|
)
|
|||||||||||||
Share-based compensation
|
-
|
4,857
|
-
|
-
|
4,857
|
|||||||||||||||
Excess tax benefits from share-based awards and other tax adjustments
|
-
|
2,215
|
-
|
-
|
2,215
|
|||||||||||||||
Warrants issued for intangible assets
|
-
|
249
|
-
|
-
|
249
|
|||||||||||||||
Net income
|
-
|
-
|
14,537
|
-
|
14,537
|
|||||||||||||||
Balances at March 31, 2011
|
22,587,000
|
132,042
|
36,606
|
-
|
168,648
|
|||||||||||||||
Common stock issued under stock option exercises
|
122,000
|
615
|
-
|
-
|
615
|
|||||||||||||||
Common stock issued in settlement of restricted stock units, net of shares withheld for employee taxes
|
158,000
|
(2,211
|
)
|
-
|
-
|
(2,211
|
)
|
|||||||||||||
Repurchases of common stock, net
|
(1,168,000
|
)
|
(27,328
|
)
|
-
|
-
|
(27,328
|
)
|
||||||||||||
Share-based compensation
|
-
|
5,715
|
-
|
-
|
5,715
|
|||||||||||||||
Excess tax benefits from share-based awards and other tax adjustments
|
-
|
842
|
-
|
-
|
842
|
|||||||||||||||
Warrants issued for intangible assets
|
-
|
388
|
-
|
-
|
388
|
|||||||||||||||
Net income
|
-
|
-
|
13,091
|
-
|
13,091
|
|||||||||||||||
Other comprehensive income, net of tax
|
-
|
-
|
-
|
25
|
25
|
|||||||||||||||
Balances at March 31, 2012
|
21,699,000
|
110,063
|
49,697
|
25
|
159,785
|
|||||||||||||||
Common stock issued under stock option exercises
|
210,000
|
2,800
|
-
|
-
|
2,800
|
|||||||||||||||
Common stock issued in settlement of restricted stock units, net of shares withheld for employee taxes
|
211,000
|
(1,625
|
)
|
-
|
-
|
(1,625
|
)
|
|||||||||||||
Dividends to shareholders
|
-
|
-
|
(22,023
|
)
|
-
|
(22,023
|
)
|
|||||||||||||
Share-based compensation
|
-
|
7,098
|
-
|
-
|
7,098
|
|||||||||||||||
Excess tax benefits from share-based awards and other tax adjustments
|
-
|
2,683
|
-
|
-
|
2,683
|
|||||||||||||||
Net income
|
-
|
-
|
27,459
|
-
|
27,459
|
|||||||||||||||
Other comprehensive income, net of tax
|
-
|
-
|
-
|
17
|
17
|
|||||||||||||||
Balances at March 31, 2013
|
22,120,000
|
$
|
121,019
|
$
|
55,133
|
$
|
42
|
$
|
176,194
|
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Cash flows from operating activities:
|
|
|
|
|||||||||
Net income
|
$
|
27,459
|
$
|
13,091
|
$
|
14,537
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
6,298
|
5,090
|
4,562
|
|||||||||
Investment premium amortization, net
|
827
|
986
|
526
|
|||||||||
Net loss on disposals of property and equipment
|
76
|
13
|
16
|
|||||||||
Net loss (gain) on foreign exchange translation
|
401
|
144
|
(275
|
)
|
||||||||
Share-based compensation expense
|
7,086
|
5,683
|
4,844
|
|||||||||
Excess tax benefits from share-based awards
|
(2,683
|
)
|
(862
|
)
|
(2,260
|
)
|
||||||
Provision for deferred income taxes
|
(1,307
|
)
|
673
|
2,087
|
||||||||
Equity in net loss of unconsolidated affiliate
|
13
|
143
|
31
|
|||||||||
Changes in assets and liabilities:
|
||||||||||||
Receivables, net
|
(9,418
|
)
|
(2,827
|
)
|
(4,132
|
)
|
||||||
Inventories
|
(8,081
|
)
|
(1,236
|
)
|
(1,846
|
)
|
||||||
Prepaid expenses and other current assets
|
4,269
|
(1,199
|
)
|
(156
|
)
|
|||||||
Other assets
|
(9
|
)
|
44
|
(55
|
)
|
|||||||
Accounts payable
|
1,746
|
232
|
(3,248
|
)
|
||||||||
Accrued payroll and related expenses
|
(67
|
)
|
208
|
514
|
||||||||
Accrued taxes
|
610
|
(276
|
)
|
582
|
||||||||
Other accrued liabilities
|
847
|
299
|
336
|
|||||||||
Deferred rent
|
88
|
225
|
253
|
|||||||||
Deferred revenue
|
1,504
|
918
|
174
|
|||||||||
Warranty reserve
|
(462
|
)
|
624
|
(121
|
)
|
|||||||
Net cash provided by operating activities
|
29,197
|
21,973
|
16,369
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of available-for-sale investments
|
-
|
(8,268
|
)
|
-
|
||||||||
Purchases of held-to-maturity investments
|
(18,337
|
)
|
(18,174
|
)
|
(62,686
|
)
|
||||||
Proceeds from maturities and redemptions of held-to-maturity investments
|
22,067
|
42,584
|
68,604
|
|||||||||
Proceeds from maturities and redemptions of available-for-sale investments
|
249
|
-
|
-
|
|||||||||
Purchases of property and equipment
|
(5,640
|
)
|
(7,663
|
)
|
(6,926
|
)
|
||||||
Proceeds from disposal of property and equipment
|
4
|
-
|
-
|
|||||||||
Cash paid for investment in unconsolidated affiliate
|
-
|
-
|
(2,800
|
)
|
||||||||
Net cash provided by (used in) investing activities
|
(1,657
|
)
|
8,479
|
(3,808
|
)
|
|||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from notes payable from municipal agency
|
-
|
147
|
853
|
|||||||||
Proceeds from the exercise of stock options
|
2,800
|
615
|
1,684
|
|||||||||
Tax withholdings related to net share settlements of restricted stock units
|
(1,625
|
)
|
(2,211
|
)
|
(2,013
|
)
|
||||||
Excess tax benefits from share-based awards
|
2,683
|
862
|
2,260
|
|||||||||
Repurchases of common stock
|
-
|
(27,328
|
)
|
-
|
||||||||
Dividends paid
|
(22,023
|
)
|
-
|
-
|
||||||||
Net cash provided by (used in) financing activities
|
(18,165
|
)
|
(27,915
|
)
|
2,784
|
|||||||
Effect of exchange rate changes on cash and cash equivalents
|
(308
|
)
|
(165
|
)
|
269
|
|||||||
Net increase in cash and cash equivalents
|
9,067
|
2,372
|
15,614
|
|||||||||
Cash and cash equivalents at beginning of year
|
45,843
|
43,471
|
27,857
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
54,910
|
$
|
45,843
|
$
|
43,471
|
||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid for income taxes, net of refunds
|
$
|
12,330
|
$
|
6,161
|
$
|
6,194
|
||||||
Supplemental disclosure of non-cash flow information:
|
||||||||||||
Change in unrealized gain on investments, net of tax
|
$
|
17
|
$
|
25
|
$
|
-
|
||||||
Transfers of equipment between inventory and property and equipment, net
|
$
|
904
|
$
|
1,485
|
$
|
1,112
|
||||||
Net change in capitalized share-based compensation
|
$
|
12
|
$
|
32
|
$
|
13
|
||||||
Common stock withheld for employee taxes in connection with share-based compensation
|
$
|
1,625
|
$
|
2,211
|
$
|
2,013
|
||||||
Repayment of notes payable by credits from municipal agency
|
$
|
101
|
$
|
95
|
$
|
22
|
||||||
Warrants issued for intangible assets
|
$
|
-
|
$
|
388
|
$
|
249
|
||||||
|
· | Evidence of an arrangement exists: Persuasive evidence of an arrangement with a customer that reflects the terms and conditions to deliver products or render services must exist in order to recognize revenue. |
· | Upon shipment of the products or rendering of services to the customer: Delivery is considered to occur at the time of shipment of products to a distributor or direct customer, as title and risk of loss have been transferred to the distributor or direct customer on delivery to the common carrier. Rights of return are not provided. For services, delivery is considered to occur as the service is provided. Service revenues are primarily generated from veterinary reference laboratory diagnostic and consulting services for veterinarians. Net service revenues are recognized at the time services are performed. |
· | Fixed or determinable sales price: When the sales price is fixed or determinable that amount is recognized as revenue. |
· | Collection is reasonably assured: Collection is deemed probable if a customer is expected to be able to pay amounts under the arrangement as those amounts become due. Revenue is recognized when collectibility of the resulting receivable is reasonably assured. |
Available-for-Sale Investments
|
||||||||||||||||
|
|
Gross
|
Gross
|
|
||||||||||||
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
||||||||||||
March 31, 2013
|
Cost
|
Gain
|
(Loss)
|
Value
|
||||||||||||
Certificates of deposits
|
$
|
996
|
$
|
5
|
$
|
-
|
$
|
1,001
|
||||||||
Corporate bonds
|
6,029
|
65
|
-
|
6,094
|
||||||||||||
Municipal bonds
|
529
|
-
|
-
|
529
|
||||||||||||
Total available-for-sale investments
|
$
|
7,554
|
$
|
70
|
$
|
-
|
$
|
7,624
|
|
Held-to-Maturity Investments
|
|||||||||||||||
|
|
Gross
|
Gross
|
|
||||||||||||
|
Amortized
|
Unrecognized
|
Unrecognized
|
Fair
|
||||||||||||
March 31, 2013
|
Cost
|
Gain
|
(Loss)
|
Value
|
||||||||||||
Certificates of deposits
|
$
|
3,341
|
$
|
-
|
$
|
-
|
$
|
3,341
|
||||||||
Corporate bonds
|
16,284
|
121
|
(3
|
)
|
16,402
|
|||||||||||
Municipal bonds
|
13,105
|
32
|
(10
|
)
|
13,127
|
|||||||||||
Total held-to-maturity investments
|
$
|
32,730
|
$
|
153
|
$
|
(13
|
)
|
$
|
32,870
|
|
Available-for-Sale Investments
|
|||||||||||||||
|
|
Gross
|
Gross
|
|
||||||||||||
|
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
||||||||||||
March 31, 2012
|
Cost
|
Gain
|
(Loss)
|
Value
|
||||||||||||
Certificates of deposits
|
$
|
1,245
|
$
|
2
|
$
|
-
|
$
|
1,247
|
||||||||
Corporate bonds
|
6,047
|
38
|
-
|
6,085
|
||||||||||||
Municipal bonds
|
961
|
1
|
-
|
962
|
||||||||||||
Total available-for-sale investments
|
$
|
8,253
|
$
|
41
|
$
|
-
|
$
|
8,294
|
|
Held-to-Maturity Investments
|
|||||||||||||||
|
|
Gross
|
Gross
|
|
||||||||||||
|
Amortized
|
Unrecognized
|
Unrecognized
|
Fair
|
||||||||||||
March 31, 2012
|
Cost
|
Gain
|
(Loss)
|
Value
|
||||||||||||
Certificates of deposits
|
$
|
844
|
$
|
-
|
$
|
-
|
$
|
844
|
||||||||
Corporate bonds
|
23,072
|
131
|
(31
|
)
|
23,172
|
|||||||||||
Municipal bonds
|
12,921
|
71
|
(1
|
)
|
12,991
|
|||||||||||
Total held-to-maturity investments
|
$
|
36,837
|
$
|
202
|
$
|
(32
|
)
|
$
|
37,007
|
March 31, 2013
|
March 31, 2013
|
|||||||||||||||
|
Available-for-Sale Investments
|
Held-to-Maturity Investments
|
||||||||||||||
|
Amortized Cost
|
Fair Value
|
Amortized Cost
|
Fair Value
|
||||||||||||
Due in less than one year
|
$
|
1,027
|
$
|
1,029
|
$
|
22,325
|
$
|
22,387
|
||||||||
Due in 1 to 4 years
|
6,527
|
6,595
|
10,405
|
10,483
|
||||||||||||
Total investments
|
$
|
7,554
|
$
|
7,624
|
$
|
32,730
|
$
|
32,870
|
|
March 31, 2012
|
March 31, 2012
|
||||||||||||||
|
Available-for-Sale Investments
|
Held-to-Maturity Investments
|
||||||||||||||
|
Amortized Cost
|
Fair Value
|
Amortized Cost
|
Fair Value
|
||||||||||||
Due in less than one year
|
$
|
670
|
$
|
670
|
$
|
21,019
|
$
|
21,062
|
||||||||
Due in 1 to 4 years
|
7,583
|
7,624
|
15,818
|
15,945
|
||||||||||||
Total investments
|
$
|
8,253
|
$
|
8,294
|
$
|
36,837
|
$
|
37,007
|
As of March 31, 2013
|
||||||||||||||||
|
Quoted Prices in
Active Markets for
Identical Assets
|
Significant Other Observable Inputs
|
Significant
Unobservable
Inputs
|
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash equivalents
|
$
|
12,189
|
$
|
-
|
$
|
-
|
$
|
12,189
|
||||||||
Available-for-sale investments:
|
||||||||||||||||
Certificates of deposits
|
-
|
1,001
|
-
|
1,001
|
||||||||||||
Corporate bonds
|
-
|
6,094
|
-
|
6,094
|
||||||||||||
Municipal bonds
|
-
|
529
|
-
|
529
|
||||||||||||
Total assets at fair value
|
$
|
12,189
|
$
|
7,624
|
$
|
-
|
$
|
19,813
|
As of March 31, 2012
|
||||||||||||||||
|
Quoted Prices in
Active Markets for
Identical Assets
|
Significant Other Observable Inputs
|
Significant
Unobservable
Inputs
|
|
||||||||||||
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||
Assets
|
|
|
|
|
||||||||||||
Cash equivalents
|
$
|
6,996
|
$
|
-
|
$
|
-
|
$
|
6,996
|
||||||||
Available-for-sale investments:
|
||||||||||||||||
Certificates of deposits
|
-
|
1,247
|
-
|
1,247
|
||||||||||||
Corporate bonds
|
-
|
6,085
|
-
|
6,085
|
||||||||||||
Municipal bonds
|
-
|
962
|
-
|
962
|
||||||||||||
Total assets at fair value
|
$
|
6,996
|
$
|
8,294
|
$
|
-
|
$
|
15,290
|
March 31,
|
||||||||
|
2013
|
2012
|
||||||
Property and equipment at cost:
|
|
|
||||||
Machinery and equipment
|
$
|
28,676
|
$
|
26,910
|
||||
Furniture and fixtures
|
1,567
|
1,565
|
||||||
Computer equipment
|
5,840
|
4,805
|
||||||
Leasehold improvements
|
10,098
|
9,372
|
||||||
Construction in progress
|
5,949
|
5,472
|
||||||
|
52,130
|
48,124
|
||||||
Accumulated depreciation and amortization
|
(26,800
|
)
|
(23,828
|
)
|
||||
Property and equipment, net
|
$
|
25,330
|
$
|
24,296
|
|
Accumulated
|
Net Book
|
||||||||||
|
Cost
|
Amortization
|
Value
|
|||||||||
Balance, March 31, 2013
|
|
|
|
|||||||||
Licenses
|
$
|
5,000
|
$
|
2,360
|
2,640
|
|||||||
Other
|
637
|
155
|
482
|
|||||||||
Total intangible assets
|
$
|
5,637
|
$
|
2,515
|
$
|
3,122
|
||||||
|
||||||||||||
Balance, March 31, 2012
|
||||||||||||
Licenses
|
$
|
5,000
|
$
|
1,625
|
3,375
|
|||||||
Patents
|
750
|
675
|
75
|
|||||||||
Other
|
637
|
97
|
540
|
|||||||||
Total intangible assets
|
$
|
6,387
|
$
|
2,397
|
$
|
3,990
|
Estimated Future Annual Amortization Expense
|
||||||||||||||||||||||||||||
|
|
Fiscal Year Ending March 31,
|
||||||||||||||||||||||||||
|
Total
|
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
|||||||||||||||||||||
Amortization expense
|
$
|
3,122
|
$
|
1,499
|
$
|
1,258
|
$
|
58
|
$
|
58
|
$
|
58
|
$
|
191
|
Year Ended March 31,
|
||||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Balance at beginning of period
|
$
|
1,846
|
$
|
1,222
|
$
|
1,343
|
||||||
Provision for warranty expense
|
1,228
|
1,698
|
1,294
|
|||||||||
Warranty costs incurred
|
(1,400
|
)
|
(1,331
|
)
|
(1,094
|
)
|
||||||
Adjustment to pre-existing warranties
|
(290
|
)
|
257
|
(321
|
)
|
|||||||
Balance at end of period
|
1,384
|
1,846
|
1,222
|
|||||||||
Non-current portion of warranty reserve
|
389
|
601
|
191
|
|||||||||
Current portion of warranty reserve
|
$
|
995
|
$
|
1,245
|
$
|
1,031
|
Year Ended March 31,
|
||||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Cost of revenues
|
$
|
921
|
$
|
918
|
$
|
656
|
||||||
Research and development
|
1,150
|
866
|
880
|
|||||||||
Sales and marketing
|
2,506
|
1,877
|
1,499
|
|||||||||
General and administrative
|
2,509
|
2,022
|
1,809
|
|||||||||
Share-based compensation expense before income taxes
|
7,086
|
5,683
|
4,844
|
|||||||||
Income tax benefit
|
(2,557
|
)
|
(2,001
|
)
|
(1,815
|
)
|
||||||
Total share-based compensation expense after income taxes
|
$
|
4,529
|
$
|
3,682
|
$
|
3,029
|
||||||
Net impact of share-based compensation on:
|
||||||||||||
Basic net income per share
|
$
|
0.21
|
$
|
0.17
|
$
|
0.14
|
||||||
Diluted net income per share
|
$
|
0.20
|
$
|
0.16
|
$
|
0.13
|
|
|
Weighted
|
Weighted
|
|
|||||||||||
|
|
Average
|
Average
|
Aggregate
|
|||||||||||
|
|
Exercise
|
Remaining
|
Intrinsic
|
|||||||||||
|
Number of
|
Price
|
Contractual
|
Value
|
|||||||||||
|
Shares
|
Per Share
|
Life (Years)
|
(In thousands)
|
|||||||||||
Outstanding at March 31, 2010
|
|
|
|
|
|||||||||||
(720,000 shares exercisable at a weighted average exercise price of $9.15 per share) |
720,000
|
$
|
9.15
|
||||||||||||
Granted
|
-
|
-
|
|
|
|||||||||||
Exercised
|
(314,000
|
)
|
5.35
|
|
|
||||||||||
Canceled or forfeited
|
-
|
-
|
|
|
|||||||||||
Outstanding at March 31, 2011
|
|
|
|||||||||||||
(406,000 shares exercisable at a weighted average exercise price of $12.10 per share)
|
406,000
|
12.10
|
|
|
|||||||||||
Granted
|
-
|
-
|
|
|
|||||||||||
Exercised
|
(122,000
|
)
|
5.04
|
|
|
||||||||||
Canceled or forfeited
|
(2,000
|
)
|
5.31
|
|
|
||||||||||
Outstanding at March 31, 2012
|
|
|
|||||||||||||
(282,000 shares exercisable at a weighted average exercise price of $15.21 per share)
|
282,000
|
15.21
|
|
|
|||||||||||
Granted
|
-
|
-
|
|
|
|||||||||||
Exercised
|
(210,000
|
)
|
13.38
|
|
|
||||||||||
Canceled or forfeited
|
-
|
-
|
|
|
|||||||||||
Outstanding at March 31, 2013
|
72,000
|
$
|
20.50
|
1.07
|
$ |
1,943
|
|||||||||
Vested and expected to vest at March 31, 2013
|
72,000
|
$
|
20.50
|
1.07
|
$ |
1,943
|
|||||||||
Exercisable at March 31, 2013
|
72,000
|
$
|
20.50
|
1.07
|
$ |
1,943
|
|
|
Weighted
|
Weighted
|
|
Weighted
|
|||||||||||||||||
|
|
Average
|
Average
|
|
Average
|
|||||||||||||||||
|
Number
|
Remaining
|
Exercise
|
Number
|
Exercise
|
|||||||||||||||||
|
of Shares
|
Contractual
|
Price
|
of Shares
|
Price
|
|||||||||||||||||
Range of Exercise Prices
|
Outstanding
|
Life (Years)
|
Per Share
|
Exercisable
|
Per Share
|
|||||||||||||||||
$
|
3.77 - $ 13.17
|
3,000
|
1.13
|
$
|
9.16
|
3,000
|
$
|
9.16
|
||||||||||||||
$
|
14.74 - $ 14.74
|
4,000
|
1.45
|
14.74
|
4,000
|
14.74
|
||||||||||||||||
$
|
17.23 - $ 17.23
|
1,000
|
0.59
|
17.23
|
1,000
|
17.23
|
||||||||||||||||
$
|
17.93 - $ 17.93
|
1,000
|
0.81
|
17.93
|
1,000
|
17.93
|
||||||||||||||||
$
|
19.45 - $ 19.45
|
1,000
|
1.22
|
19.45
|
1,000
|
19.45
|
||||||||||||||||
$
|
21.65 - $ 21.65
|
62,000
|
1.05
|
21.65
|
62,000
|
21.65
|
||||||||||||||||
$
|
3.77 - $ 21.65
|
72,000
|
1.07
|
20.50
|
72,000
|
20.50
|
· | Restricted stock unit awards to employees: Four-year time-based vesting as follows: five percent vesting after the first year; additional ten percent after the second year; additional 15 percent after the third year; and the remaining 70 percent after the fourth year of continuous employment with the Company. |
· | Restricted stock unit awards to non-employee directors: 100 percent vesting after one year of continuous service to the Company. |
Shares Issuable Upon
Settlement of
FY2014 Performance RSUs
|
Consolidated Income from
Operations for the
Year Ending March 31, 2014
|
Vesting Date
|
25%
|
> 90% of target
|
April 29, 2016
|
25%
|
> 90% of target
|
April 29, 2017
|
25%
|
>100% of target
|
April 29, 2016
|
25%
|
> 100% of target
|
April 29, 2017
|
Time-Based Restricted
|
Performance-Based Restricted
|
|||||||||||||||
|
Stock Units
|
Stock Units
|
||||||||||||||
|
|
Weighted
|
|
Weighted
|
||||||||||||
|
|
Average
|
|
Average
|
||||||||||||
|
Number of
|
Grant Date
|
Number of
|
Grant Date
|
||||||||||||
|
Shares
|
Fair Value(1)
|
Shares
|
Fair Value(1)
|
||||||||||||
Unvested at March 31, 2010
|
864,000
|
$
|
21.57
|
-
|
$
|
-
|
||||||||||
Granted
|
333,000
|
24.45
|
-
|
-
|
||||||||||||
Vested(2)
|
(244,000
|
)
|
23.43
|
-
|
-
|
|||||||||||
Canceled or forfeited
|
(13,000
|
)
|
23.14
|
-
|
-
|
|||||||||||
Unvested at March 31, 2011
|
940,000
|
$
|
22.09
|
-
|
$
|
-
|
||||||||||
Granted
|
436,000
|
27.25
|
-
|
-
|
||||||||||||
Vested(2)
|
(237,000
|
)
|
22.12
|
-
|
-
|
|||||||||||
Canceled or forfeited
|
(19,000
|
)
|
24.03
|
-
|
-
|
|||||||||||
Unvested at March 31, 2012
|
1,120,000
|
$
|
24.06
|
-
|
$
|
-
|
||||||||||
Granted(3)
|
192,000
|
36.30
|
21,000
|
35.62
|
||||||||||||
Vested(2)
|
(257,000
|
)
|
23.40
|
-
|
-
|
|||||||||||
Canceled or forfeited
|
(75,000
|
)
|
26.78
|
-
|
-
|
|||||||||||
Unvested at March 31, 2013
|
980,000
|
$
|
26.42
|
21,000
|
$
|
35.62
|
(1) | The weighted average grant date fair value of restricted stock units is based on the number of shares and the closing market price of our common stock on the date of grant. |
(2) | The number of restricted stock units vested includes shares that we withheld on behalf of our employees to satisfy the statutory tax withholding requirements. |
(3) | The shares granted for restricted stock unit awards (performance vesting) do not include the awards approved by the Board of Directors during the fiscal year that are deemed not to have been granted in accordance with ASC 718-10-55-95. |
Year Ended March 31,
|
||||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Numerator:
|
|
|
|
|||||||||
Net income
|
$
|
27,459
|
$
|
13,091
|
$
|
14,537
|
||||||
Denominator:
|
||||||||||||
Weighted average common shares outstanding - basic
|
21,946,000
|
22,084,000
|
22,365,000
|
|||||||||
Weighted average effect of dilutive securities:
|
||||||||||||
Stock options
|
89,000
|
130,000
|
294,000
|
|||||||||
Restricted stock units
|
318,000
|
230,000
|
197,000
|
|||||||||
Warrants
|
28,000
|
18,000
|
2,000
|
|||||||||
Weighted average common shares outstanding - diluted
|
22,381,000
|
22,462,000
|
22,858,000
|
|||||||||
Net income per share:
|
||||||||||||
Basic net income per share
|
$
|
1.25
|
$
|
0.59
|
$
|
0.65
|
||||||
Diluted net income per share
|
$
|
1.23
|
$
|
0.58
|
$
|
0.64
|
|
Year Ended March 31,
|
|||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Weighted average number of shares underlying antidilutive restricted stock units
|
2,000
|
267,000
|
213,000
|
Year Ended March 31,
|
||||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Current:
|
|
|
|
|||||||||
Federal
|
$
|
14,575
|
$
|
5,552
|
$
|
5,940
|
||||||
State
|
1,488
|
584
|
961
|
|||||||||
Foreign
|
174
|
267
|
46
|
|||||||||
Total current income tax provision
|
16,237
|
6,403
|
6,947
|
|||||||||
Deferred:
|
||||||||||||
Federal
|
(1,219
|
)
|
790
|
1,547
|
||||||||
State
|
(88
|
)
|
(117
|
)
|
540
|
|||||||
Total deferred income tax provision
|
(1,307
|
)
|
673
|
2,087
|
||||||||
Total income tax provision
|
$
|
14,930
|
$
|
7,076
|
$
|
9,034
|
Year Ended March 31,
|
||||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Income taxes at federal income tax rate
|
$
|
14,836
|
$
|
7,059
|
$
|
8,250
|
||||||
State income taxes, net of federal benefits
|
1,123
|
455
|
1,275
|
|||||||||
Non-deductible compensation
|
56
|
159
|
89
|
|||||||||
Research and development tax credits
|
(541
|
)
|
(254
|
)
|
(385
|
)
|
||||||
Tax-exempt interest income
|
(32
|
)
|
(65
|
)
|
(52
|
)
|
||||||
Qualified production activities income benefit
|
(525
|
)
|
(306
|
)
|
(258
|
)
|
||||||
Other
|
13
|
28
|
115
|
|||||||||
Total income tax provision
|
$
|
14,930
|
$
|
7,076
|
$
|
9,034
|
March 31,
|
||||||||
|
2013
|
2012
|
||||||
Deferred tax assets:
|
|
|
||||||
Research and development tax credit carryforwards
|
$
|
475
|
$
|
376
|
||||
Capitalized research and development
|
167
|
200
|
||||||
Inventory reserves
|
601
|
442
|
||||||
Deferred revenue from extended maintenance agreements and warranty reserves
|
2,399
|
2,100
|
||||||
Accrued payroll and other accrued expenses
|
1,266
|
1,145
|
||||||
Share-based compensation
|
2,145
|
1,658
|
||||||
Alternative minimum tax credits
|
24
|
24
|
||||||
Tax on deferred intercompany profit
|
1,120
|
896
|
||||||
Other
|
416
|
477
|
||||||
Total deferred tax assets
|
8,613
|
7,318
|
||||||
Deferred tax liabilities:
|
||||||||
Depreciation
|
(3,257
|
)
|
(3,274
|
)
|
||||
Other
|
(124
|
)
|
(92
|
)
|
||||
Total deferred tax liabilities
|
(3,381
|
)
|
(3,366
|
)
|
||||
Net deferred tax assets
|
$
|
5,232
|
$
|
3,952
|
Year Ended March 31,
|
||||||||||||
|
2013
|
2012
|
2011
|
|||||||||
Revenues:
|
|
|
|
|||||||||
Medical Market(1)
|
$
|
31,643
|
$
|
30,404
|
$
|
29,146
|
||||||
Veterinary Market(1)
|
150,510
|
122,253
|
109,594
|
|||||||||
Other(1)(2)
|
3,872
|
3,939
|
4,936
|
|||||||||
Total revenues
|
186,025
|
156,596
|
143,676
|
|||||||||
Cost of revenues:
|
||||||||||||
Medical Market(1)
|
15,179
|
14,323
|
14,357
|
|||||||||
Veterinary Market(1)
|
72,477
|
57,032
|
49,330
|
|||||||||
Other(1)(2)
|
138
|
138
|
197
|
|||||||||
Total cost of revenues
|
87,794
|
71,493
|
63,884
|
|||||||||
Gross profit:
|
||||||||||||
Medical Market(1)
|
16,464
|
16,081
|
14,789
|
|||||||||
Veterinary Market(1)
|
78,033
|
65,221
|
60,264
|
|||||||||
Other(1)(2)
|
3,734
|
3,801
|
4,739
|
|||||||||
Gross profit
|
$
|
98,231
|
$
|
85,103
|
$
|
79,792
|
(1) | Includes certain prior fiscal year amounts by operating segment and unallocated items that were reclassified to conform to the current fiscal year presentation. |
(2) | Represents unallocated items, not specifically identified to any particular business segment. |
Year Ended March 31,
|
||||||||||||
Revenues by Product and Service Category
|
2013
|
2012
|
2011
|
|||||||||
Instruments(1)
|
$
|
46,034
|
$
|
35,150
|
$
|
32,092
|
||||||
Consumables(2)
|
127,481
|
113,810
|
102,920
|
|||||||||
Other products and services(3)
|
12,360
|
7,472
|
7,412
|
|||||||||
Product and service revenues, net
|
185,875
|
156,432
|
142,424
|
|||||||||
Development and licensing revenue
|
150
|
164
|
1,252
|
|||||||||
Total revenues
|
$
|
186,025
|
$
|
156,596
|
$
|
143,676
|
(1) | Instruments include chemistry analyzers, hematology instruments, VS pro specialty analyzers and i-STAT analyzers. |
(2) | Consumables include reagent discs, hematology reagent kits, VS pro specialty cartridges, i-STAT cartridges and rapid tests. |
(3) | Other products and services include veterinary reference laboratory diagnostic and consulting services. |
Quarter Ended
|
||||||||||||||||
|
June 30
|
September 30
|
December 31
|
March 31
|
||||||||||||
Fiscal Year Ended March 31, 2013:
|
|
|
|
|
||||||||||||
Revenues
|
$
|
42,014
|
$
|
44,258
|
$
|
49,802
|
$
|
49,951
|
||||||||
Gross profit
|
$
|
22,849
|
$
|
23,123
|
$
|
26,076
|
$
|
26,183
|
||||||||
Income tax provision
|
$
|
1,699
|
$
|
8,012
|
$
|
2,996
|
$
|
2,223
|
||||||||
Net income
|
$
|
2,864
|
$
|
12,909
|
$
|
4,988
|
$
|
6,698
|
||||||||
Net income per share - basic
|
$
|
0.13
|
$
|
0.59
|
$
|
0.23
|
$
|
0.30
|
||||||||
Net income per share - diluted
|
$
|
0.13
|
$
|
0.58
|
$
|
0.22
|
$
|
0.30
|
||||||||
|
||||||||||||||||
Fiscal Year Ended March 31, 2012:
|
||||||||||||||||
Revenues
|
$
|
36,003
|
$
|
40,025
|
$
|
37,850
|
$
|
42,718
|
||||||||
Gross profit
|
$
|
19,223
|
$
|
22,021
|
$
|
20,478
|
$
|
23,381
|
||||||||
Income tax provision
|
$
|
1,278
|
$
|
1,918
|
$
|
1,696
|
$
|
2,184
|
||||||||
Net income
|
$
|
2,214
|
$
|
3,321
|
$
|
2,850
|
$
|
4,706
|
||||||||
Net income per share - basic
|
$
|
0.10
|
$
|
0.15
|
$
|
0.13
|
$
|
0.22
|
||||||||
Net income per share - diluted
|
$
|
0.10
|
$
|
0.15
|
$
|
0.13
|
$
|
0.21
|
Name
|
Age
|
Title
|
Clinton H. Severson
|
65
|
Chairman of the Board, President and Chief Executive Officer
|
Vernon E. Altman(1)(3)
|
67
|
Director
|
Richard J. Bastiani, Ph.D.(1)(2)(3)
|
70
|
Director
|
Michael D. Casey(1)(2)(3)
|
67
|
Director
|
Henk J. Evenhuis(1)(3)
|
70
|
Director
|
Prithipal Singh, Ph.D.(1)(2)(3)
|
74
|
Director
|
Alberto R. Santa Ines
|
66
|
Chief Financial Officer and Vice President of Finance
|
Kenneth P. Aron, Ph.D.
|
60
|
Chief Technology Officer
|
Donald P. Wood
|
61
|
Chief Operations Officer
|
Martin V. Mulroy
|
52
|
Chief Commercial Officer for North America Animal Health
|
Vladimir E. Ostoich, Ph.D.
|
67
|
Vice President of Government Affairs and Vice President of Marketing for the Pacific Rim, Founder
|
Achim Henkel
|
55
|
Managing Director of Abaxis Europe GmbH
|
(1) | Member of the Audit Committee |
(2) | Member of the Compensation Committee |
(3) | Member of the Nominating and Corporate Governance Committee |
and the NASDAQ Medical Equipment Securities Index
|
3/31/2008
|
3/31/2009
|
3/31/2010
|
3/31/2011
|
3/31/2012
|
3/31/2013
|
||||||||||||||||||
Abaxis, Inc.
|
$
|
100.00
|
$
|
74.41
|
$
|
117.35
|
$
|
124.47
|
$
|
125.72
|
$
|
209.70
|
||||||||||||
Russell 2000
|
$
|
100.00
|
$
|
62.50
|
$
|
101.72
|
$
|
127.96
|
$
|
127.73
|
$
|
148.55
|
||||||||||||
NASDAQ Medical Equipment Securities
|
$
|
100.00
|
$
|
54.40
|
$
|
98.76
|
$
|
106.99
|
$
|
121.86
|
$
|
122.12
|
· | Base Salary . We increased the base salary of our Chief Executive Officer by 20.0% and the base salaries of the other Named Executive Officers by amounts ranging from 14.7% to 20.2%. Our Compensation Committee made these increases to reward the individual performance of each of the Named Executive Officers and to ensure an appropriate balance in their compensation mix between cash and equity. |
· | Annual Bonus . We increased the target annual bonus opportunities of our Chief Executive Officer by 19.0% and the target annual bonus opportunities of the other Named Executive Officers by 16.7%, in order to make such amounts competitive with those of similarly-situated executives at our peer companies. The actual annual bonus for fiscal 2013 was earned at 91.5% of the target bonus opportunity for our Named Executive Officers. |
· | Equity Awards . We granted our Named Executive Officers equity awards in the form of restricted stock units subject to a mix of time-based and performance-based vesting, which were intended to incentivize, encourage retention and enhance share ownership, aligning the interests of our Named Executive Officers with the interests of our shareholders. |
· | to align our executive compensation with achievement of our strategic business objectives; |
· | to align the interests of our executive officers with both short-term and long-term s hareholder interests; and |
· | to place a substantial portion of our executives’ compensation at risk such that actual compensation depends on overall company performance. |
Abiomed
|
ICU Medical
|
Quidel
|
AngioDynamics
|
Luminex
|
Sequenom
|
Cepheid
|
Meridian Bioscience
|
Surmodics
|
Conceptus
|
Neogen
|
Volcano
|
DexCom
|
Orasure Technologies
|
|
Genomic Health
|
Palomar Medical Technologies
|
|
Named Executive Officer
|
Fiscal 2013
Base Salary
|
Fiscal 2013
Percent Increase
In Base Salary
from Fiscal 2012
|
Fiscal 2014
Base Salary
|
Fiscal 2014
Percent Increase
In Base Salary
from Fiscal 2013
|
||||||||||||
Clinton H. Severson
|
$
|
450,000
|
20.0
|
%
|
$
|
485,000
|
7.8
|
%
|
||||||||
Alberto R. Santa Ines
|
$
|
250,000
|
20.2
|
%
|
$
|
260,000
|
4.0
|
%
|
||||||||
Kenneth P. Aron, Ph.D.
|
$
|
250,000
|
14.7
|
%
|
$
|
260,000
|
4.0
|
%
|
||||||||
Vladimir E. Ostoich, Ph.D.
|
$
|
250,000
|
14.7
|
%
|
$
|
260,000
|
4.0
|
%
|
||||||||
Donald P. Wood
|
$
|
250,000
|
20.2
|
%
|
$
|
260,000
|
4.0
|
%
|
Named Executive Officer
|
Fiscal 2013
Target Bonus
|
Fiscal 2013
Bonus Awarded
|
||||||
Clinton H. Severson
|
$
|
625,000
|
$
|
571,875
|
||||
Alberto R. Santa Ines
|
$
|
350,000
|
$
|
320,251
|
||||
Kenneth P. Aron, Ph.D.
|
$
|
350,000
|
$
|
320,251
|
||||
Vladimir E. Ostoich, Ph.D.
|
$
|
350,000
|
$
|
320,251
|
||||
Donald P. Wood
|
$
|
350,000
|
$
|
320,251
|
Corporate Performance Measures
|
Fiscal 2013
Target Bonus
|
Fiscal 2013
Actual Results
|
||||||
Net sales
|
$
|
194.4 million
|
$
|
186.0 million
|
||||
Pre-tax income (1)(2)
|
$
|
30.6 million
|
$
|
29.9 million
|
(1)
|
The target bonus level for pre-tax income includes bonus expense earned during the period.
|
(2)
|
Each quarter, the Board of Directors (with Mr. Severson abstaining), approves the achievement of the target bonus levels. During fiscal 2013, the Board of Directors
(with Mr. Severson abstaining), upon the recommendation of the Compensation Committee, approved a revision to the target bonus level to exclude certain unbudgeted transactions in pre-tax income. The target bonus level in this table reflects the approved revision.
|
Named Executive Officer
|
Fiscal 2014
Target Bonus
|
|||
Clinton H. Severson
|
$
|
675,000
|
||
Alberto R. Santa Ines
|
$
|
375,000
|
||
Kenneth P. Aron, Ph.D.
|
$
|
375,000
|
||
Vladimir E. Ostoich, Ph.D.
|
$
|
375,000
|
||
Donald P. Wood
|
$
|
375,000
|
Named Executive Officer
|
Restricted Stock
Units with Time-
Based Vesting (#)
|
Performance
Units (
#)
|
Clinton H. Severson
|
23,000
|
23,000
|
Alberto R. Santa Ines
|
10,500
|
10,500
|
Kenneth P. Aron, Ph.D.
|
10,500
|
10,500
|
Vladimir E. Ostoich, Ph.D.
|
10,500
|
10,500
|
Donald P. Wood
|
10,500
|
10,500
|
Shares Issuable Upon
Settlement of Fiscal 2014
Performance Units
|
Consolidated Income From
Operations for the
Year Ending March 31, 2014
|
Vesting date
|
25%
|
> 90% of target
|
April 29, 2016
|
25%
|
> 90% of target
|
April 29, 2017
|
25%
|
> 100% of target
|
April 29, 2016
|
25%
|
> 100% of target
|
April 29, 2017
|
Named Executive Officer
|
Restricted Stock
Units with Time-
Based Vesting (#)
|
Performance
Units (
#)
|
Clinton H. Severson
|
19,000
|
36,000
|
Alberto R. Santa Ines
|
9,000
|
16,000
|
Kenneth P. Aron, Ph.D.
|
9,000
|
16,000
|
Vladimir E. Ostoich, Ph.D.
|
9,000
|
16,000
|
Donald P. Wood
|
9,000
|
16,000
|
· | on the 60th day after the termination date, a lu mp sum cash payment equal to two times the sum of the participant’s annual base salary and the participant’s target annual bonus amount for the year in which the change of control occurs; |
· | payment of up to 24 months of premiums for medical, dental and vision benefits, provided, however, that if the participant becomes eligible to receive comparable benefits under another employer’s plan, our benefits will be secondary to those provided under such other plan; |
· | reimbursement, on a monthly basis, of up to 24 months of premiums for disability and life insurance benefits if the participant elects to convert his or her disability and/or life insurance benefits under our plans into individual policies following termination; and |
|
THE COMPENSATION COMMITTEE
|
|
Richard J. Bastiani, Ph.D., Chair
|
|
Michael D. Casey
|
|
Prithipal Singh, Ph.D.
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($) (1)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation
($) (2)
|
All Other Compensation
($) (3)
|
Total
($)
|
||||||||||||||||||||||||
Clinton H. Severson
President, Chief Executive Officer
and Chairman of the Board
|
2013
2012
2011
|
431,250
376,442
370,385
|
-
-
-
|
1,024,075
1,573,000
1,416,800
|
-
-
-
|
571,875
341,251
488,251
|
13,638
11,726
11,160
|
(4)
(4)
(4)
|
2,040,838
2,302,419
2,286,596
|
|||||||||||||||||||||||
Alberto R. Santa Ines
President of Finance
|
2013
2012
2011
|
239,500
208,800
205,538
|
-
-
-
|
467,513
715,000
644,000
|
-
-
-
|
320,251
195,000
279,000
|
12,751
10,573
9,967
|
(5)
(5)
(5)
|
1,040,015
1,129,373
1,138,505
|
|||||||||||||||||||||||
Kenneth P. Aron, Ph.D.
Chief Technology Officer
|
2013
2012
2011
|
242,000
218,839
215,539
|
-
-
-
|
467,513
715,000
644,000
|
-
-
-
|
320,251
195,000
279,000
|
26,186
23,502
22,462
|
(6)
(6)
(6)
|
1,055,950
1,152,341
1,161,001
|
|||||||||||||||||||||||
Vladimir E. Ostoich, Ph.D.
Vice President of Government
Affairs and Vice President of
Marketing for the Pacific Rim
|
2013
2012
2011
|
242,000
218,839
215,539
|
-
-
-
|
467,513
715,000
644,000
|
-
-
-
|
320,251
195,000
279,000
|
20,288
18,619
17,568
|
(7)
(7)
(7)
|
1,050,652
1,147,458
1,156,107
|
|||||||||||||||||||||||
Donald P. Wood
Chief Operations Officer
|
2013
2012
2011
|
239,500
208,800
205,538
|
-
-
-
|
467,513
715,000
644,000
|
-
-
-
|
320,251
195,000
279,000
|
20,720
18,299
17,518
|
(8)
(8)
(8)
|
1,047,984
1,137,099
1,146,056
|
(1) | Awards consist of restricted stock units granted to the Named Executive Officer in the fiscal year specified. Amounts listed in this column represent the grant date fair value of the awards granted in the fiscal year indicated as computed in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation-Stock Compensation” (“ASC 718”). Fiscal 2013 includes restricted stock unit awards with performance vesting granted in accordance with ASC 718-10-55-95. Amounts shown do not reflect whether the Named Executive Officer has actually realized a financial benefit from the awards (such as by vesting in a restricted stock unit award). For a discussion of the assumptions used in determining the fair value of awards of restricted stock units in the above table, see Note 12 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. |
(2) | Represents aggregate cash performance bonuses earned during each fiscal year based on achievement of corporate financial performance goals, as described under “Executive Compensation – Compensation Discussion and Analysis” above. These bonuses were paid in four quarterly installments within one month following the end of the applicable quarter upon achieving the established quarterly net sales and/or quarterly pre-tax income goals for that quarter. Amounts do not include bonuses paid during a fiscal year, with respect to bonuses earned in a prior fiscal year. |
(3) | Amounts listed are based upon our actual costs expensed in connection with such compensation. |
(4) | In fiscal 2013, consists of $5,715 in supplemental health plan expenses reimbursed by us, $624 in group life insurance paid by us, $574 in disability insurance premiums paid by us, $444 in long-term care insurance premiums paid by us and $6,281 in matching contributions made by us to Mr. Severson’s 401(k) account. In fiscal 2012, consists of $5,420 in supplemental health plan expenses reimbursed by us, $663 in group life insurance paid by us, $574 in disability insurance premiums paid by us, $444 in long-term care insurance premiums paid by us and $4,625 in matching contributions made by us to Mr. Severson’s 401(k) account. In fiscal 2011, consists of $5,191 in supplemental health plan expenses reimbursed by us, $648 in group life insurance paid by us, $616 in disability insurance premiums paid by us, $111 in long-term care insurance premiums paid by us and $4,594 in matching contributions made by us to Mr. Severson’s 401(k) account. |
(5) | In fiscal 2013, consists of $4,964 in supplemental health plan expenses reimbursed by us, $465 in group life insurance paid by us, $527 in disability insurance premiums paid by us, $514 in long-term care insurance premiums paid by us and $6,281 in matching contributions made by us to Mr. Santa Ines’ 401(k) account. In fiscal 2012, consists of $4,516 in supplemental health plan expenses reimbursed by us, $460 in group life insurance paid by us, $458 in disability insurance premiums paid by us, $514 in long-term care insurance premiums paid by us and $4,625 in matching contributions made by us to Mr. Santa Ines’ 401(k) account. In fiscal 2011, consists of $4,323 in supplemental health plan expenses reimbursed by us, $445 in group life insurance paid by us, $477 in disability insurance premiums paid by us, $128 in long-term care insurance premiums paid by us and $4,594 in matching contributions made by us to Mr. Santa Ines’ 401(k) account. |
(6) | In fiscal 2013, consists of $18,590 in supplemental health plan expenses reimbursed by us, $479 in group life insurance paid by us, $532 in disability insurance premiums paid by us, $303 in long-term care insurance premiums paid by us and $6,281 in matching contributions made by us to Dr. Aron’s 401(k) account. In fiscal 2012, consists of $17,611 in supplemental health plan expenses reimbursed by us, $484 in group life insurance paid by us, $480 in disability insurance premiums paid by us, $302 in long-term care insurance premiums paid by us and $4,625 in matching contributions made by us to Dr. Aron’s 401(k) account. In fiscal 2011, consists of $16,826 in supplemental health plan expenses reimbursed by us, $467 in group life insurance paid by us, $500 in disability insurance premiums paid by us, $75 in long-term care insurance premiums paid by us and $4,594 in matching contributions made by us to Dr. Aron’s 401(k) account. |
(7) | In fiscal 2013, consists of $13,121 in supplemental health plan expenses reimbursed by us, $479 in group life insurance paid by us, $532 in disability insurance premiums paid by us, $600 in long-term care insurance premiums paid by us and $6,156 in matching contributions made by us to Dr. Ostoich’s 401(k) account. In fiscal 2012, consists of $12,430 in supplemental health plan expenses reimbursed by us, $484 in group life insurance paid by us, $480 in disability insurance premiums paid by us, $600 in long-term care insurance premiums paid by us and $4,625 in matching contributions made by us to Dr. Ostoich’s 401(k) account. In fiscal 2011, consists of $11,920 in supplemental health plan expenses reimbursed by us, $467 in group life insurance paid by us, $500 in disability insurance premiums paid by us, $150 in long-term care insurance premiums paid by us and $4,531 in matching contributions made by us to Dr. Ostoich’s 401(k) account. |
(8) | In fiscal 2013, consists of $13,121 in supplemental health plan expenses reimbursed by us, $465 in group life insurance paid by us, $527 in disability insurance premiums paid by us, $326 in long-term care insurance premiums paid by us and $6,281 in matching contributions made by us to Mr. Wood’s 401(k) account. In fiscal 2012, consists of $12,430 in supplemental health plan expenses reimbursed by us, $460 in group life insurance paid by us, $458 in disability insurance premiums paid by us, $326 in long-term care insurance premiums paid by us and $4,625 in matching contributions made by us to Mr. Wood’s 401(k) account. In fiscal 2011, consists of $11,920 in supplemental health plan expenses reimbursed by us, $445 in group life insurance paid by us, $477 in disability insurance premiums paid by us, $82 in long-term care insurance premiums paid by us and $4,594 in matching contributions made by us to Mr. Wood’s 401(k) account. |
Named Executive Officer
|
Base Salary
As a Percentage of
Total Compensation
|
Annual Cash
Incentive Bonus
As a Percentage of
Total Compensation
|
Clinton H. Severson
|
21%
|
28%
|
Alberto R. Santa Ines
|
23%
|
31%
|
Kenneth P. Aron, Ph.D.
|
23%
|
30%
|
Vladimir E. Ostoich, Ph.D.
|
23%
|
30%
|
Donald P. Wood
|
23%
|
31%
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
|
Estimated Future Payouts Under Equity
Incentive Plan Awards (2)
|
All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | ||||||||||||||||||||||||||||
Name
|
Grant Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
Units
(#)
(3)
|
Awards
($) (4)
|
||||||||||||||||||||||||
Clinton H. Severson
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Annual cash incentive bonus
|
|
156,250
|
625,000
|
1,250,000
|
|
|
|
|
|
||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
|
|
|
23,000
|
819,260
|
|||||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
0
|
5,750
|
5,750
|
204,815
|
||||||||||||||||||||||||||||
Alberto R. Santa Ines
|
|
||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
|
87,500
|
350,000
|
700,000
|
|||||||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
10,500
|
374,010
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
0
|
2,625
|
2,625
|
93,503
|
||||||||||||||||||||||||||||
Kenneth P. Aron, Ph.D.
|
|
||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
|
87,500
|
350,000
|
700,000
|
|||||||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
10,500
|
374,010
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
0
|
2,625
|
2,625
|
93,503
|
||||||||||||||||||||||||||||
Vladimir E. Ostoich, Ph.D.
|
|
||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
|
87,500
|
350,000
|
700,000
|
|||||||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
10,500
|
374,010
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
0
|
2,625
|
2,625
|
93,503
|
||||||||||||||||||||||||||||
Donald P. Wood
|
|
||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
|
87,500
|
350,000
|
700,000
|
|||||||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
10,500
|
374,010
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/30/2012
|
0
|
2,625
|
2,625
|
93,503
|
(2) | Consists of a performance-based restricted stock unit granted under, and is subject to, the terms of our 2005 Equity Incentive Plan. Restricted stock units were subject to vesting in four equal annual increments based upon: (1) achievement of certain pre-established corporate annual performance-related goals and (2) the grantee’s satisfying service requirements through the vesting period. The number of vested restricted stock unit awards (performance vesting) is determined at the end of each annual performance period. Because each annual performance target was to be set at the start of each respective single-fiscal year performance period, and only the target for fiscal 2013 performance was set as of March 31, 2013, only 25% of the restricted stock unit awards (performance vesting) were deemed granted in fiscal 2013 in accordance with ASC 718-10-55-95, and the remaining 75% of the FY2013 Performance RSUs were not deemed granted for accounting purposes as of March 31, 2013. The maximum shares are limited to 100% of the target units for the fiscal year ended March 31, 2013, the first annual performance period. The shares reported exclude the following since the awards were not deemed granted for accounting purpose in accordance with ASC 718-10-55-95: Mr. Severson, 17,250 shares; Mr. Santa Ines, 7,875 shares; Mr. Aron, 7,875 shares; Mr. Ostoich, 7,875 shares; and Mr. Wood, 7,875 shares. In April 2013, the Board of Directors and each Named Executive Officer agreed to cancel the unvested portion of the FY2013 Performance RSUs. Additional information on restricted stock unit granted is described above in “Restricted Stock Units.” |
(3) | Consists of a time-based restricted stock unit granted under, and is subject to, the terms of our 2005 Equity Incentive Plan. The four-year time-based vesting terms of the restricted stock units is as follows, assuming continuous employment: five percent of the shares vest after the first year; ten percent of the shares vest after the second year; 15 percent of the shares vest after the third year; and 70 percent of the shares vest after the fourth year. Additional information on restricted stock unit granted is described above in “Restricted Stock Units.” |
(4) | Represents the fair value of the restricted stock unit award on the date of grant, pursuant to ASC 718. See Note 12 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information. |
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(1)
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($) (2)
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
|
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) (3)
|
|||||||||||||||
Clinton H. Severson
|
|
|
|
|
|
|
38,500
|
(4
|
)
|
1,821,820
|
||||||||||||||
|
|
|
|
|
|
|
46,750
|
(4
|
)
|
2,212,210
|
||||||||||||||
|
|
|
|
|
|
|
52,250
|
(4
|
)
|
2,472,470
|
||||||||||||||
|
|
|
|
|
|
|
23,000
|
(4
|
)
|
1,088,360
|
||||||||||||||
|
|
|
|
|
|
|
5,750
|
(5
|
)
|
272,090
|
||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||
Alberto R. Santa Ines
|
40,000
|
-
|
21.65
|
4/20/2014
|
|
|
||||||||||||||||||
|
|
|
|
17,500
|
(4
|
)
|
828,100
|
|||||||||||||||||
|
|
|
|
21,250
|
(4
|
)
|
1,005,550
|
|||||||||||||||||
|
|
|
|
23,750
|
(4
|
)
|
1,123,850
|
|||||||||||||||||
|
|
|
|
10,500
|
(4
|
)
|
496,860
|
|||||||||||||||||
|
|
|
|
2,625
|
(5
|
)
|
124,215
|
|||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Kenneth P. Aron, Ph.D.
|
|
|
|
17,500
|
(4
|
)
|
828,100
|
|||||||||||||||||
|
|
|
|
21,250
|
(4
|
)
|
1,005,550
|
|||||||||||||||||
|
|
|
|
23,750
|
(4
|
)
|
1,123,850
|
|||||||||||||||||
|
|
|
|
10,500
|
(4
|
)
|
496,860
|
|||||||||||||||||
|
|
|
|
2,625
|
(5
|
)
|
124,215
|
|||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Vladimir E. Ostoich, Ph.D.
|
22,000
|
-
|
21.65
|
4/20/2014
|
|
|
||||||||||||||||||
|
|
|
|
17,500
|
(4
|
)
|
828,100
|
|||||||||||||||||
|
|
|
|
21,250
|
(4
|
)
|
1,005,550
|
|||||||||||||||||
|
|
|
|
23,750
|
(4
|
)
|
1,123,850
|
|||||||||||||||||
|
|
|
|
10,500
|
(4
|
)
|
496,860
|
|||||||||||||||||
|
|
|
|
2,625
|
(5
|
)
|
124,215
|
|||||||||||||||||
|
|
|
|
|||||||||||||||||||||
Donald P. Wood
|
|
|
|
17,500
|
(4
|
)
|
828,100
|
|||||||||||||||||
|
|
|
|
21,250
|
(4
|
)
|
1,005,550
|
|||||||||||||||||
|
|
|
|
23,750
|
(4
|
)
|
1,123,850
|
|||||||||||||||||
|
|
|
|
10,500
|
(4
|
)
|
496,860
|
|||||||||||||||||
|
|
|
|
2,625
|
(5
|
)
|
124,215
|
(1) | Options granted to the Named Executive Officers expire ten years after the grant date. All options vest one-fourth on the first anniversary date of grant and vests at a rate of 1/48th for each full month thereafter. The options listed are now vested in full. |
(2) | Represents the fair value of our common stock on the grant date of the option. |
(3) | The value of the equity award is based on the closing price of our common stock of $47.32 on March 28, 2013, the last day of trading for our fiscal year ended March 31, 2013, as reported on the NASDAQ Global Select Market. |
(4) | The four-year time-based vesting terms of the restricted stock units is as follows, assuming continuous employment: five percent of the shares vest after the first year; ten percent of the shares vest after the second year; 15 percent of the shares vest after the third year; and 70 percent of the shares vest after the fourth year. Additional information on restricted stock unit granted during fiscal 2013 is described above in “Restricted Stock Units.” |
|
Option Awards
|
Stock Awards
|
||||||||||||||
Name
|
Number of
Shares
Acquired on
Exercise
(#)
|
Value
Realized on
Exercise
($) (1)
|
Number of
Shares
Acquired on
Vesting
(#)
|
Value
Realized on
Vesting
($) (2)
|
||||||||||||
Clinton H. Severson
|
50,000
|
819,043
|
51,500
|
1,798,763
|
||||||||||||
Alberto R. Santa Ines
|
25,000
|
871,750
|
21,500
|
751,088
|
||||||||||||
Kenneth P. Aron, Ph.D.
|
40,000
|
876,430
|
21,500
|
751,088
|
||||||||||||
Vladimir E. Ostoich, Ph.D.
|
-
|
-
|
21,500
|
751,088
|
||||||||||||
Donald P. Wood
|
-
|
-
|
21,500
|
751,088
|
(1) | The value realized equals the difference between the option exercise price and the fair market value of our common stock on the date of exercise, as reported on the NASDAQ Global Select Market, multiplied by the number of shares for which the option was exercised. |
(2) | The value realized on vesting of restricted stock units equals the fair market value of our common stock on the settlement date, multiplied by the number of shares that vested. |
· | on the 60th day after the termination date, a lu mp sum cash payment equal to two times the sum of the participant’s annual base salary and the participant’s target annual bonus amount for the year in which the change of control occurs; |
|
· | payment of up to 24 months of premiums for medical, dental and vision benefits, provided, however, that if the participant becomes eligible to receive comparable benefits under another employer’s plan, our benefits will be secondary to those provided under such other plan; |
· | reimbursement, on a monthly basis, of up to 24 months of premiums for disability and life insurance benefits if the participant elects to convert his or her disability and/or life insurance benefits under our plans into individual policies following termination; and |
· | payment of an amount equal to any excise tax imposed under Section 4999 of the Code, as well as a payment in reimbursement of excise and income taxes arising from the initial excise tax payment, provided, however, that payment of such amount is capped at $1,000,000 per participant. |
Executive Benefits and Payments Upon Separation
|
Involuntary
Termination Without
Cause or Resignation
For Good Reason (1)
|
|
Change In Control
(No Termination)
|
Involuntary
Termination Without
Cause Following a
Change In Control (2)
|
|
|||||||||
Clinton H. Severson
|
|
|
|
|
|
|||||||||
Salary and bonus
|
$
|
2,150,000
|
|
-
|
$
|
2,150,000
|
|
|||||||
Vesting of time-based restricted stock units (3)
|
$
|
7,594,860
|
|
$
|
7,594,860
|
$
|
7,594,860
|
|
||||||
Vesting of performance-based restricted stock units (3)
|
$
|
1,088,360
|
|
$
|
1,088,360
|
$
|
1,088,360
|
|
||||||
Health and welfare benefits
|
$
|
14,714
|
(4
|
)
|
-
|
$
|
14,714
|
(4
|
)
|
|||||
Excise tax reimbursement and related gross up (5)
|
-
|
-
|
-
|
|||||||||||
Total
|
$
|
10,847,934
|
$
|
8,683,220
|
$
|
10,847,934
|
||||||||
Alberto R. Santa Ines
|
||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,200,000
|
||||||||||
Vesting of time-based restricted stock units (3)
|
-
|
$
|
3,454,360
|
$
|
3,454,360
|
|||||||||
Vesting of performance-based restricted stock units (3)
|
-
|
$
|
496,860
|
$
|
496,860
|
|||||||||
Health and welfare benefits
|
-
|
-
|
$
|
11,912
|
(6
|
)
|
||||||||
-
|
-
|
-
|
||||||||||||
Total
|
-
|
$
|
3,951,220
|
$
|
5,163,132
|
|||||||||
Kenneth P. Aron, Ph.D.
|
||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,200,000
|
||||||||||
Vesting of time-based restricted stock units (3)
|
-
|
$
|
3,454,360
|
$
|
3,454,360
|
|||||||||
Vesting of performance-based restricted stock units (3)
|
-
|
$
|
496,860
|
$
|
496,860
|
|||||||||
Health and welfare benefits
|
-
|
-
|
$
|
39,202
|
(6
|
)
|
||||||||
Excise tax reimbursement and related gross up (5)
|
-
|
-
|
-
|
|||||||||||
Total
|
-
|
$
|
3,951,220
|
$
|
5,190,422
|
|||||||||
Vladimir E. Ostoich, Ph.D.
|
||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,200,000
|
||||||||||
Vesting of time-based restricted stock units (3)
|
-
|
$
|
3,454,360
|
$
|
3,454,360
|
|||||||||
Vesting of performance-based restricted stock units (3)
|
-
|
$
|
496,860
|
$
|
496,860
|
|||||||||
Health and welfare benefits
|
-
|
-
|
$
|
28,264
|
(6
|
)
|
||||||||
Excise tax reimbursement and related gross up (5)
|
-
|
-
|
-
|
|||||||||||
Total
|
-
|
$
|
3,951,220
|
$
|
5,179,484
|
|||||||||
Donald P. Wood
|
||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,200,000
|
||||||||||
Vesting of time-based restricted stock units (3)
|
-
|
$
|
3,454,360
|
$
|
3,454,360
|
|||||||||
Vesting of performance-based restricted stock units (3)
|
-
|
$
|
496,860
|
$
|
496,860
|
|||||||||
Health and welfare benefits
|
-
|
-
|
$
|
28,226
|
(6
|
)
|
||||||||
Excise tax reimbursement and related gross up (5)
|
-
|
-
|
-
|
|||||||||||
Total
|
-
|
$
|
3,951,220
|
$
|
5,179,446
|
(1) | Amounts relate to payments to Mr. Severson based on the aggregate of two years of salary, bonus, unvested time-based restricted stock units, unvested performance-based restricted stock units and benefits if his employment with us is terminated for any reason other than cause or if he resigns for good reason (as defined in Mr. Severson’s amended and restated employment agreement effective October 2010). |
(2) | Amounts assume that the Named Executive Officer was terminated without cause or due to constructive termination during the 18-month period following a change in control. |
(3) | The values of the time-based restricted stock unit and performance-based restricted stock unit assume that the market price per share of our common stock on the date of termination of employment was equal to the closing price of our common stock of $47.32 on March 28, 2013, the last day of trading for our fiscal year ended March 31, 2013, as reported on the NASDAQ Global Select Market. |
(4) | Health and welfare benefits include payment of 24 months of premiums for medical, dental, vision, disability, life insurance and long-term care benefits. |
(5) | For purposes of computing the excise tax reimbursement and related gross up payments, base amount calculations are based on the Named Executive Officer’s taxable wages for fiscal years 2009 through 2013. |
(6) | Health and welfare benefits include payment of 24 months of premiums for medical, dental, vision, disability and life insurance benefits. |
Name (1)
|
Fees Earned or
Paid in Cash
($)
|
Stock
Awards
($
) (2) (3)
|
Option
Awards
($) (4)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||
Vernon E. Altman
|
23,000
|
160,290
|
-
|
-
|
183,290
|
|||||||||||||||
Richard J. Bastiani, Ph.D.
|
40,000
|
160,290
|
-
|
-
|
200,290
|
|||||||||||||||
Michael D. Casey
|
32,500
|
160,290
|
-
|
-
|
192,790
|
|||||||||||||||
Henk J. Evenhuis
|
42,000
|
160,290
|
-
|
-
|
202,290
|
|||||||||||||||
Prithipal Singh, Ph.D.
|
36,250
|
160,290
|
-
|
-
|
196,540
|
(1) | Clinton H. Severson, our Chief Executive Officer and Director, is not included in this table as he is an employee of Abaxis and receives no compensation for his services as a director. The compensation received by Mr. Severson as an employee is shown in the “Summary Compensation Table” above. |
(2) | Each non-employee director listed in the table above was granted an award of 4,500 restricted stock units on April 30, 2012 under our 2005 Plan. Amounts listed in this column represent the grant date fair value of the awards in accordance with ASC 718. Amounts shown do not reflect whether the non-employee director has actually realized a financial benefit from the awards (such as by vesting in a restricted stock unit award). For a discussion of the assumptions used in determining the fair value of awards of restricted stock units in the above table, see Note 12 of the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K. No stock awards were forfeited by our non-employee directors during fiscal 2013. |
(3) | As of March 31, 2013, each of our non-employee directors held 4,500 shares of unvested restricted stock units. |
(4) | No options were awarded to our non-employee directors in fiscal 2013, 2012 or 2011. As of March 31, 2013, the non-employee directors had no outstanding options. |
Name and Address of Beneficial Owner
|
Shares
Beneficially
Owned
|
Percent of Abaxis
Common Stock
Beneficially
Owned(1)
|
||||||
Five Percent Holders:
|
|
|
||||||
Brown Capital Management, LLC and The Brown Capital Management Small Company Fund(3)
|
3,516,784
|
15.8
|
%
|
|||||
Kayne Anderson Rudnick Investment Management, LLC(4)
|
2,006,986
|
9.0
|
%
|
|||||
Neuberger Berman Group LLC, Neuberger Berman LLC, Neuberger Berman Management LLC and Neuberger Berman Equity Funds(5)
|
1,678,949
|
7.5
|
%
|
|||||
BlackRock, Inc.(6)
|
1,606,194
|
7.2
|
%
|
|||||
The Vanguard Group, Inc.(7)
|
1,316,618
|
5.9
|
%
|
|||||
Riverbridge Partners, LLC(8)
|
1,148,100
|
5.2
|
%
|
|||||
Clinton H. Severson(9)
|
575,000
|
2.6
|
%
|
|||||
Vladimir E. Ostoich, Ph.D.(10)
|
411,874
|
1.9
|
%
|
|||||
Alberto R. Santa Ines(11)
|
95,855
|
*
|
||||||
Kenneth P. Aron, Ph.D.(12)
|
65,253
|
*
|
||||||
Donald P. Wood(13)
|
29,498
|
*
|
||||||
Outside Directors:
(2)
|
||||||||
Richard J. Bastiani, Ph.D.(14)
|
49,400
|
*
|
||||||
Prithipal Singh, Ph.D.(15)
|
33,500
|
*
|
||||||
Henk J. Evenhuis(16)
|
14,900
|
*
|
||||||
Michael D. Casey(17)
|
9,200
|
*
|
||||||
Vernon E. Altman(18)
|
7,000
|
*
|
||||||
Executive officers and directors as a group
(12 persons)(19)
|
1,342,825
|
6.0
|
%
|
(1) | The percentages shown in this column are calculated based on 22,282,741 shares of common stock outstanding on May 31, 2013 and includes shares of common stock that such person or group had the right to acquire on or within sixty days after that date, including, but not limited to, upon the exercise of options and vesting of restricted stock units. |
(2) | The business address of the beneficial owners listed is c/o Abaxis, Inc., 3240 Whipple Road, Union City, CA 94587. |
(3) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2013 by Brown Capital Management, LLC, reporting sole power to vote and dispose of 2,025,147 and 3,516,784 shares, respectively; and by The Brown Capital Management Small Company Fund, reporting sole power to vote and dispose of 1,608,340 shares. The business address for Brown Capital Management, LLC and The Brown Capital Management Small Company Fund is 1201 North Calvert Street, Baltimore, MD 21202. |
(4) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 5, 2013 by Kayne Anderson Rudnick Investment Management, LLC, reporting sole power to vote and dispose of 2,006,986 shares. The business address for Kayne Anderson Rudnick Investment Management, LLC is 1800 Avenue of the Stars, Second Floor, Los Angeles, CA 90067. |
(5) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2013 by both Neuberger Berman Group LLC and Neuberger Berman LLC, reporting shared power to vote and dispose of 1,622,349 and 1,678,949 shares, respectively; by Neuberger Berman Management LLC, reporting shared power to vote and dispose of 1,412,554 shares; and by Neuberger Berman Equity Funds, reporting shared power to vote and dispose of 1,152,100 shares. The business address for Neuberger Berman Group LLC, Neuberger Berman LLC, Neuberger Berman Management LLC and Neuberger Berman Equity Funds is 605 Third Avenue, New York, NY 10158. |
(6) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 8, 2013 by BlackRock, Inc., reporting sole power to vote and dispose of 1,606,194 shares. The business address for BlackRock, Inc. is 40 East 52nd Street, New York, NY 10022. |
(7) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 22, 2013 by The Vanguard Group, Inc., reporting sole power to vote and dispose of 29,047 and 1,288,771 shares, respectively; and shared power to dispose of 27,847 shares. The business address for The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355 . |
(8) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 4, 2013 by Riverbridge Partners, LLC, reporting sole power to vote and dispose of 855,726 and 1,148,100 shares, respectively. The business address for Riverbridge Partners, LLC is 80 South Eighth Street, Suite 1200, Minneapolis, MN 55402 . |
(9) | Includes: |
· | 575,000 shares held by Mr. Severson. |
(10) | Includes: |
· | 224,541 shares held by Dr. Ostoich; |
· | 26,355 shares held by Dr. Ostoich’s IRA; |
· | 22,400 shares held by Mrs. Ostoich’s IRA; |
· | 116,578 shares held by the Vladimir Ostoich and Liliana Ostoich Trust Fund, for the benefit of Dr. Ostoich and his wife; and |
· | 22,000 shares subject to stock options exercisable by Dr. Ostoich within sixty days of May 31, 2013. |
(11)
|
Includes:
|
· | 55,855 shares held by Mr. Santa Ines; and |
· | 40,000 shares subject to stock options exercisable by Mr. Santa Ines within sixty days of May 31, 2013. |
(12)
|
Includes:
|
· | 64,753 shares held by Dr. Aron; and |
· | 500 shares held by Mrs. Aron. |
(13)
|
Includes:
|
· | 29,498 shares held by Mr. Wood. |
(14)
|
Includes:
|
· | 49,400 shares held by Dr. Bastiani. |
(15)
|
Includes:
|
· | 33,500 shares held by Dr. Singh. |
(16)
|
Includes:
|
· | 14,900 shares held by Mr. Evenhuis. |
(17)
|
Includes:
|
· | 9,200 shares held by Mr. Casey. |
(18)
|
Includes:
|
· | 7,000 shares held by Mr. Altman. |
(19)
|
Includes:
|
· | 1,280,825 shares held by all executive officers and directors as a group; and |
· | 62,000 shares subject to stock options exercisable by all executive officers and directors as a group within sixty days of May 31, 2013. |
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
|
Weighted-Average Exercise
Price of Outstanding
Options, Warrants and
Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans(1)
|
||||||||||
Equity compensation plans approved by our shareholders:
|
|
|
|
||||||||||
2005 Equity Incentive Plan(2)
|
1,073,000
|
$
|
20.50
|
(3
|
)
|
1,109,000
|
|||||||
Equity compensation plans not approved by our shareholders:
|
|||||||||||||
Warrants to purchase common stock(4)
|
30,000
|
$
|
3.00
|
-
|
|||||||||
Total:
|
1,103,000
|
$
|
15.38
|
(3
|
)
|
1,109,000
|
(1) | The shares are available for award grant purposes under the 2005 Plan and exclude shares listed under the column “Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights.” |
(2) | The 2005 Plan amended and restated the 1998 Stock Option Plan in October 2005. To date, share-based awards granted under the 2005 Plan includes stock options and restricted stock units. |
(3) | Excludes outstanding and unvested restricted stock unit awards, for which there is no exercise price. |
(4) | Consists of warrants issued to National Institute for Strategic Technology Acquisition and Commercialization to purchase 30,000 shares of Abaxis common stock. The exercise price of the warrants issued were $3.00 per share and vests at a rate of 20% annually from its issuance date and has a term of five years, expiring in fiscal years 2016 through 2017. |
Year Ended March 31,
|
||||||||
|
2013
|
2012
|
||||||
Audit Fees(1)
|
$
|
685,000
|
$
|
650,000
|
||||
Audit-Related Fees(2)
|
26,000
|
30,000
|
||||||
Tax Fees
|
-
|
-
|
||||||
All Other Fees
|
-
|
-
|
||||||
Total All Fees
|
$
|
711,000
|
$
|
680,000
|
(1) | Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements, including attestation services related to Section 404 of the Sarbanes-Oxley Act of 2002. |
(2) | Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” In fiscal 2013 and 2012, these services include attestation services related to Abaxis’ tax deferral savings plan. |
(a) | The following financial statements, schedules and exhibits are filed as part of this report: |
1. | Financial Statements - The Financial Statements required by this item are listed on the Index to Consolidated Financial Statements in Part II, Item 8 of this report, which is incorporated by reference herein. |
2. | Financial Statement Schedules - |
· | Schedule II – Valuation and Qualifying Accounts and Reserves |
· | Other financial statement schedules are not included because they are not required or the information is otherwise shown in the consolidated financial statements or notes thereto. |
3. | Exhibits - The exhibits listed on the accompanying Exhibit Index are filed as part of, or are incorporated by reference into, this report. |
Balance at
Beginning of
Year
|
Additions
Charged to
Expenses
|
Deductions
from
Reserves
|
Balance at End
of Year
|
|||||||||||||
Total Reserve for Doubtful Accounts and Sales Allowances:
|
|
|
|
|
||||||||||||
Year ended March 31, 2013
|
$
|
283,000
|
$
|
107,000
|
$
|
(71,000
|
)
|
$
|
319,000
|
|||||||
Year ended March 31, 2012
|
$
|
320,000
|
$
|
81,000
|
$
|
(118,000
|
)
|
$
|
283,000
|
|||||||
Year ended March 31, 2011
|
$
|
446,000
|
$
|
149,000
|
$
|
(275,000
|
)
|
$
|
320,000
|
Exhibit No.
|
Description of Document
|
3.1
|
Restated Articles of Incorporation (Filed with the Securities and Exchange Commission as an exhibit with our Annual Report on Form 10-K for the fiscal year ended March 31, 1993 and incorporated herein by reference.)
|
3.2
|
Certificate of Amendment of Amended and Restated Articles of Incorporation (Filed with the Securities and Exchange Commission as an exhibit with our Quarterly Report on Form 10-Q for the quarter ended December 31, 1996 and incorporated herein by reference.)
|
3.3
|
By-laws (Filed with the Securities and Exchange Commission in our Registration Statement No. 33-44326 on December 11, 1991 and incorporated herein by reference.)
|
3.4
|
Amendment to the By-laws (Filed with the Securities and Exchange Commission as an exhibit with our Current Report on Form 8-K on July 30, 2007 and incorporated herein by reference.)
|
4.1
|
Form of Warrant to Purchase Shares of Common Stock of Abaxis, Inc. issued to the National Institute for Strategic Technology Acquisition and Commercialization (Filed with the Securities and Exchange Commission as an exhibit with our Annual Report on Form 10-K for the fiscal year ended March 31, 2011 and incorporated herein by reference.)
|
4.2
|
Reference is made to Exhibit 3.1, Exhibit 3.2, Exhibit 3.3 and Exhibit 3.4.
|
10.1*
|
1992 Outside Directors Stock Option Plan and forms of agreement (Filed with the Securities and Exchange Commission as an exhibit with our definitive proxy statement on August 10, 1992 and incorporated herein by reference.)
|
10.2+
|
Licensing agreement between Abaxis, Inc. and Pharmacia Biotech, Inc., dated October 1, 1994 (Filed with the Securities and Exchange Commission as an exhibit with our Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference.)
|
10.3
|
Lease Agreement with Principal Development Investors, LLC, dated June 21, 2000 (Filed with the Securities and Exchange Commission as an exhibit with our Registration Statement on Form S-3 on January 10, 2001 and incorporated herein by reference.)
|
10.4+
|
Letter Setting Forth Additional Terms of Relationship Between Abaxis, Inc. and Pharmacia Biotech, dated as of June 9, 1997 (Filed with the Securities and Exchange Commission as an exhibit with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference.)
|
10.5
*
|
Amended and Restated Executive Employment Agreement with Mr. Clinton H. Severson, dated October 27, 2010 (Filed with the Securities and Exchange Commission as an exhibit with our Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 and incorporated herein by reference.)
|
10.6*
|
2005 Equity Incentive Plan, as amended and restated through November 8, 2012 (Filed with the Securities and Exchange Commission as an exhibit with our Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 and incorporated herein by reference.)
|
Form of Notice of Grant of Restricted Stock Units (time vesting) under the 2005 Equity Incentive Plan
|
|
Form of Notice of Grant of Restricted Stock Units (performance vesting) under the 2005 Equity Incentive Plan
|
|
10.9*
|
Abaxis, Inc. Executive Change of Control Severance Plan, as amended as of December 23, 2008 (Filed with the Securities and Exchange Commission as an exhibit with our Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 and incorporated herein by reference.)
|
10.10*
|
Fiscal 2014 Base Salary and Target Bonus for the Named Executive Officers (Filed with the Securities and Exchange Commission as an exhibit with our Current Report on Form 8-K on April 30, 2013 and incorporated herein by reference.)
|
10.11*
|
Form of Indemnity Agreement entered into by Abaxis, Inc. with each of its directors and executive officers (Filed with the Securities and Exchange Commission as an exhibit with our Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and incorporated herein by reference.)
|
10.12+
|
License Agreement by and between Inverness Medical Switzerland GmbH and Abaxis, Inc., dated January 5, 2009 (Filed with the Securities and Exchange Commission as an exhibit with our Annual Report on Form 10-K for the fiscal year ended March 31, 2009 and incorporated herein by reference.)
|
10.13
|
First Amendment to Lease Agreement with Principal Development Investors, LLC, dated August 28, 2000 (Filed with the Securities and Exchange Commission as an exhibit with our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference.)
|
10.14
|
Second Amendment to Lease Agreement with Principal Development Investors, LLC, dated November 20, 2000 (Filed with the Securities and Exchange Commission as an exhibit with our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference.)
|
10.15
|
Third Amendment to Lease Agreement with Crossroads Technology Partners and Nearon Crossroads, LLC, as successors in interest to Principal Development Investors, LLC, dated April 10, 2002 (Filed with the Securities and Exchange Commission as an exhibit with our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference.)
|
+ | Confidential treatment of certain portions of this agreement has been granted by the Securities and Exchange Commission. |
++ | Confidential treatment of certain portions of this agreement has been requested from the Securities and Exchange Commission. |
# | This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. |
† | Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections. |
|
ABAXIS, INC.
|
|
|
By:
|
/s/ Clinton H. Severson
|
|
|
Clinton H. Severson
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|||
Signature
|
Title
|
Date
|
|
|
|
|
|
President, Chief Executive Officer and Director | |||
/s/ Clinton H. Severson
|
(Principal Executive Officer)
|
June 14, 2013
|
|
Clinton H. Severson
|
|
|
|
Chief Financial Officer and Vice President of Finance | |||
/s/ Alberto R. Santa Ines
|
(Principal Financial and Accounting Officer)
|
June 14, 2013
|
|
Alberto R. Santa Ines
|
|
|
|
|
|
|
|
/s/ Vernon E. Altman
|
Director
|
June 14, 2013
|
|
Vernon E. Altman
|
|
|
|
|
|
|
|
/s/ Richard J. Bastiani, Ph.D.
|
Director
|
June 14, 2013
|
|
Richard J. Bastiani, Ph.D.
|
|
|
|
|
|
|
|
/s/ Michael D. Casey
|
Director
|
June 14, 2013
|
|
Michael D. Casey
|
|
|
|
|
|
|
|
/s/ Henk J. Evenhuis
|
Director
|
June 14, 2013
|
|
Henk J. Evenhuis
|
|
|
|
|
|
|
|
/s/ Prithipal Singh, Ph.D.
|
Director
|
June 14, 2013
|
|
Prithipal Singh, Ph.D.
|
|
|
Participant:
|
________________
|
Date of Grant:
|
________________ |
Number of Restricted Stock Units:
|
________________, subject to adjustment as provided by the Restricted Stock Units Agreement.
|
Settlement Date:
|
For each Restricted Stock Unit and any Dividend Equivalent Unit received, except as set forth below or as otherwise provided by the Restricted Stock Units Agreement, the first business day in which the Participant is permitted to trade the securities to be acquired upon settlement of this Award pursuant to the Abaxis, Inc. Insider Trading Policy that occurs on or after the date on which such unit becomes a Vested Unit in accordance with the vesting schedule set forth below. Notwithstanding the above, the Settlement Date for Vested Units shall be no later than 2 1/2 months after the later of (i) the end of the calendar year in which the Vesting Date occurs; or (ii) the end of the Company’s tax year in which the Vesting Date occurs.
|
Vested Units:
|
Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested Units shall be determined as follows:
|
ABAXIS, INC.
|
|
PARTICIPANT
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
Signature
|
Its:
|
|||
|
|
Date
|
Address:
|
3240 Whipple Road
|
|
|
|
|
Union City, CA 94587
|
|
Address
|
|
ATTACHMENTS: | 2005 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus |
Participant:
|
________________________
|
Date of Grant:
|
|
Number of Restricted Stock Units:
|
________________________, subject to adjustment as provided by the Restricted Stock Units Agreement.
|
Settlement Date:
|
For each Restricted Stock Unit and any Dividend Equivalent Unit received, except as set forth below or as otherwise provided by the Restricted Stock Units Agreement, the first business day in which the Participant is permitted to trade the securities to be acquired upon settlement of this Award pursuant to the Abaxis, Inc. Insider Trading Policy that occurs on or after the date on which such unit becomes a Vested Unit in accordance with the vesting schedule set forth below. Notwithstanding the above, the Settlement Date for Vested Units shall be no later than 2 1/2 months after the later of (i) the end of the calendar year in which the Vesting Date occurs; or (ii) the end of the Company’s tax year in which the Vesting Date occurs.
|
Vested Units:
|
Except as provided in the Restricted Stock Unit Agreement and provided that the Participant’s Service has not terminated prior to the relevant vesting date set forth below, the number of Vested Units shall cumulatively increase according to the vesting schedule set forth the table below. As to each increment of Vested Units set forth in the table below, the Company must meet the performance milestone
and
you must remain in the Service of the Company (as defined in the Plan) through the applicable vesting date. At no point may more than the number of Restricted Stock Units set forth below plus any Dividend Equivalent Units received become vested.
|
Vested Units
1
|
Performance Period and
Performance-Related Goals
|
Vesting date
|
% of Units
|
|
|
% of Units
|
|
|
% of Units
|
|
|
% of Units
|
|
|
ABAXIS, INC.
|
|
PARTICIPANT
|
|
|
|
|
|
By:
|
|
|
|
Signature
|
|||
Its: | |||
|
|
Date
|
|
Address: 3240 Whipple Road |
Address
|
||
Union City, CA 94587 |
ATTACHMENTS: | 2005 Equity Incentive Plan, as amended to the Date of Grant; Restricted Stock Units Agreement and Plan Prospectus |
Name
|
Jurisdiction of Incorporation
|
|
Abaxis Europe GmbH
|
Germany
|
1. | I have reviewed this annual report on Form 10-K of Abaxis, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
Date: June 14,
2013
|
/s/ Clinton H. Severson
|
|
|
Clinton H. Severson
|
|
|
President and Chief Executive Officer
|
1. | I have reviewed this annual report on Form 10-K of Abaxis, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
Date: June 14, 2013
|
/
s/ Alberto R. Santa Ines
|
|
|
Alberto R. Santa Ines
|
|
|
Chief Financial Officer and Vice President of Finance
|
Dated: June 14, 2013
|
|
||
|
By: |
/s/ Clinton H. Severson
|
|
Clinton H. Severson
|
|||
President and Chief Executive Officer
|
Dated: June 14, 2013
|
|
||
|
By: |
/s/ Alberto R. Santa Ines
|
|
Alberto R. Santa Ines
|
|||
Chief Financial Officer and Vice President of Finance
|