x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF
1934
|
¨
|
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
DELAWARE
|
01-0393723
|
(State
or other jurisdiction of incorporation
or
organization)
|
(IRS
Employer Identification No.)
|
ONE
IDEXX DRIVE, WESTBROOK, MAINE
|
04092
|
(Address
of principal executive offices)
|
(ZIP
Code)
|
Large
accelerated filer
|
x
|
Accelerated
filer
|
¨
|
Non-accelerated
filer
|
¨
(Do not check if a smaller
reporting company)
|
Smaller
reporting company
|
¨
|
Item No.
|
Page
|
|||
PART
I—FINANCIAL INFORMATION
|
||||
Item
1.
|
Financial
Statements (unaudited)
|
|||
Condensed
Consolidated Balance Sheets as of June 30, 2010 and December 31,
2009
|
3
|
|||
Condensed
Consolidated Statements of Operations for the Three and Six Months Ended
June 30, 2010 and 2009
|
4
|
|||
Condensed
Consolidated Statements of Cash Flows for the Six Months Ended June 30,
2010 and 2009
|
5
|
|||
Notes
to Condensed Consolidated Financial Statements
|
6
|
|||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
19
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
33
|
||
Item
4.
|
Controls
and Procedures
|
33
|
||
PART
II—OTHER INFORMATION
|
||||
Item
1A.
|
Risk
Factors
|
34
|
||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
39
|
||
Item
6.
|
Exhibits
|
41
|
||
Signatures
|
42
|
|||
Exhibit Index
|
June 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$
|
117,975
|
$
|
106,728
|
||||
Accounts
receivable, net of reserves of $2,253 in 2010 and $2,331 in
2009
|
127,138
|
115,107
|
||||||
Inventories,
net
|
122,032
|
110,425
|
||||||
Deferred
income tax assets
|
23,433
|
25,188
|
||||||
Other
current assets
|
19,974
|
18,890
|
||||||
Total
current assets
|
410,552
|
376,338
|
||||||
Long-Term
Assets:
|
||||||||
Property
and equipment, net
|
196,714
|
199,946
|
||||||
Goodwill
|
143,252
|
148,705
|
||||||
Intangible
assets, net
|
57,873
|
63,907
|
||||||
Other
long-term assets, net
|
25,344
|
19,631
|
||||||
Total
long-term assets
|
423,183
|
432,189
|
||||||
TOTAL
ASSETS
|
$
|
833,735
|
$
|
808,527
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
$
|
23,190
|
$
|
19,133
|
||||
Accrued
liabilities
|
99,629
|
104,959
|
||||||
Line
of credit
|
133,862
|
118,790
|
||||||
Current
portion of long-term debt
|
838
|
813
|
||||||
Current
portion of deferred revenue
|
13,681
|
12,610
|
||||||
Total
current liabilities
|
271,200
|
256,305
|
||||||
Long-Term
Liabilities:
|
||||||||
Deferred
income tax liabilities
|
17,940
|
18,283
|
||||||
Long-term
debt, net of current portion
|
3,856
|
4,281
|
||||||
Long-term
deferred revenue, net of current portion
|
4,740
|
3,813
|
||||||
Other
long-term liabilities
|
11,722
|
11,266
|
||||||
Total
long-term liabilities
|
38,258
|
37,643
|
||||||
Total
liabilities
|
309,458
|
293,948
|
||||||
Commitments
and Contingencies (Note 12)
|
||||||||
Stockholders’
Equity:
|
||||||||
Common
stock, $0.10 par value: Authorized: 120,000 shares; Issued: 97,294 and
96,334 shares in 2010 and 2009, respectively
|
9,729
|
9,633
|
||||||
Additional
paid-in capital
|
613,416
|
580,797
|
||||||
Deferred
stock units: Outstanding: 128 and 117 units in 2010 and 2009,
respectively
|
4,798
|
4,301
|
||||||
Retained
earnings
|
894,475
|
824,256
|
||||||
Accumulated
other comprehensive income
|
2,924
|
10,341
|
||||||
Treasury
stock, at cost: 39,680 and 38,118 shares in 2010 and 2009,
respectively
|
(1,001,081
|
)
|
(914,759
|
)
|
||||
Total
IDEXX Laboratories, Inc. stockholders’ equity
|
524,261
|
514,569
|
||||||
Noncontrolling
interest
|
16
|
10
|
||||||
Total
stockholders’ equity
|
524,277
|
514,579
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
833,735
|
$
|
808,527
|
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenue:
|
||||||||||||||||
Product
revenue
|
$
|
179,813
|
$
|
176,066
|
$
|
356,574
|
$
|
331,961
|
||||||||
Service
revenue
|
101,669
|
89,657
|
193,433
|
170,217
|
||||||||||||
Total
revenue
|
281,482
|
265,723
|
550,007
|
502,178
|
||||||||||||
Cost
of Revenue:
|
||||||||||||||||
Cost
of product revenue
|
72,063
|
71,304
|
140,697
|
130,571
|
||||||||||||
Cost
of service revenue
|
60,135
|
55,979
|
117,665
|
108,734
|
||||||||||||
Total
cost of revenue
|
132,198
|
127,283
|
258,362
|
239,305
|
||||||||||||
Gross
profit
|
149,284
|
138,440
|
291,645
|
262,873
|
||||||||||||
Expenses:
|
||||||||||||||||
Sales
and marketing
|
44,167
|
41,876
|
88,583
|
82,861
|
||||||||||||
General
and administrative
|
33,076
|
30,794
|
65,884
|
59,862
|
||||||||||||
Research
and development
|
17,206
|
16,594
|
33,915
|
32,533
|
||||||||||||
Income
from operations
|
54,835
|
49,176
|
103,263
|
87,617
|
||||||||||||
Interest
expense
|
(689
|
)
|
(459
|
)
|
(1,054
|
)
|
(1,099
|
)
|
||||||||
Interest
income
|
138
|
56
|
191
|
300
|
||||||||||||
Income
before provision for income taxes
|
54,284
|
48,773
|
102,400
|
86,818
|
||||||||||||
Provision
for income taxes
|
17,087
|
15,106
|
32,175
|
27,080
|
||||||||||||
Net
income
|
37,197
|
33,667
|
70,225
|
59,738
|
||||||||||||
Less:
Net income attributable to noncontrolling interest
|
4
|
-
|
6
|
-
|
||||||||||||
Net
income attributable to IDEXX Laboratories, Inc.
stockholders
|
$
|
37,193
|
$
|
33,667
|
$
|
70,219
|
$
|
59,738
|
||||||||
Earnings
per Share:
|
||||||||||||||||
Basic
|
$
|
0.64
|
$
|
0.57
|
$
|
1.21
|
$
|
1.01
|
||||||||
Diluted
|
$
|
0.62
|
$
|
0.55
|
$
|
1.17
|
$
|
0.98
|
||||||||
Weighted
Average Shares Outstanding:
|
||||||||||||||||
Basic
|
57,747
|
58,911
|
57,890
|
59,041
|
||||||||||||
Diluted
|
59,646
|
60,697
|
59,875
|
60,688
|
For the Six Months Ended
June 30,
|
||||||||
2010
|
2009
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
income
|
$
|
70,225
|
$
|
59,738
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
22,632
|
24,712
|
||||||
Loss
on disposal of property and equipment
|
1,442
|
2,177
|
||||||
Increase
(decrease) in deferred compensation liability
|
(71
|
)
|
159
|
|||||
Write-down
of marketable securities
|
-
|
150
|
||||||
Provision
for uncollectible accounts
|
596
|
654
|
||||||
Provision
for (benefit of) deferred income taxes
|
(112
|
)
|
1,239
|
|||||
Share-based
compensation expense
|
6,602
|
5,941
|
||||||
Tax
benefit from exercises of stock options and vesting of restricted stock
units
|
(9,372
|
)
|
(1,355
|
)
|
||||
Changes
in assets and liabilities, net of acquisitions:
|
||||||||
Accounts
receivable
|
(16,544
|
)
|
(7,101
|
)
|
||||
Inventories
|
(12,977
|
)
|
(6,876
|
)
|
||||
Other
assets
|
(1,634
|
)
|
(2,768
|
)
|
||||
Accounts
payable
|
4,308
|
(1,684
|
)
|
|||||
Accrued
liabilities
|
7,432
|
(3,423
|
)
|
|||||
Deferred
revenue
|
2,558
|
(682
|
)
|
|||||
Net
cash provided by operating activities
|
75,085
|
70,881
|
||||||
Cash
Flows from Investing Activities:
|
||||||||
Purchases
of property and equipment
|
(17,437
|
)
|
(21,360
|
)
|
||||
Proceeds
from disposition of pharmaceutical product lines
|
-
|
1,377
|
||||||
Proceeds
from sale of property and equipment
|
64
|
1,076
|
||||||
Acquisitions
of intangible assets
|
(144
|
)
|
-
|
|||||
Net
cash used by investing activities
|
(17,517
|
)
|
(18,907
|
)
|
||||
Cash
Flows from Financing Activities:
|
||||||||
Borrowings
on revolving credit facilities, net
|
15,099
|
3,782
|
||||||
Payment
of other notes payable
|
(400
|
)
|
(436
|
)
|
||||
Purchase
of treasury stock
|
(83,724
|
)
|
(39,725
|
)
|
||||
Proceeds
from exercises of stock options and employee stock purchase
plans
|
16,446
|
6,888
|
||||||
Tax
benefit from exercises of stock options and vesting of restricted stock
units
|
9,372
|
1,355
|
||||||
Net
cash used by financing activities
|
(43,207
|
)
|
(28,136
|
)
|
||||
Net
effect of changes in exchange rates on cash
|
(3,114
|
)
|
1,038
|
|||||
Net
increase in cash and cash equivalents
|
11,247
|
24,876
|
||||||
Cash
and cash equivalents at beginning of period
|
106,728
|
78,868
|
||||||
Cash
and cash equivalents at end of period
|
$
|
117,975
|
$
|
103,744
|
|
·
|
We
recognize revenue at the time of shipment to U.S. distributors for
substantially all products sold through distributors because title and
risk of loss pass to the distributors on delivery to the common carrier.
Our distributors do not have the right to return products. We recognize
revenue for the remainder of our customers when the product is delivered
to the customer, except as noted
below.
|
|
·
|
We
recognize revenue from the sales of instruments, non-cancelable software
licenses and hardware systems upon installation (and completion of
training if applicable) and the customer’s acceptance of the instrument or
system as we have no significant further obligations after this point in
time.
|
|
·
|
We
recognize service revenue at the time the service is
performed.
|
|
·
|
We
recognize revenue associated with extended maintenance agreements (“EMAs”)
over the life of the contracts using the straight-line method, which
approximates the expected timing in which applicable services are
performed. Amounts collected in advance of revenue recognition are
recorded as a current or long-term liability based on the time from the
balance sheet date to the future date of revenue
recognition.
|
|
·
|
We
recognize revenue on certain instrument systems under rental programs over
the life of the rental agreement using the straight-line method. Amounts
collected in advance of revenue recognition are recorded as a current or
long-term liability based on the time from the balance sheet date to the
future date of revenue recognition.
|
|
·
|
We
recognize revenue on practice information management systems sales either
by allocating the revenue to each element of the sale based on relative
fair values of the elements, including post-contract support when fair
value for all elements is available, or by use of the residual method when
only the fair value of the post-contract support is available. We
recognize revenue for the system on installation and customer acceptance
and recognize revenue equal to the fair value of the post-contract support
over the support period.
|
|
·
|
Shipping
costs reimbursed by the customer are included in
revenue.
|
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Fair
value of share-based compensation awards
|
$
|
354
|
$
|
116
|
$
|
15,355
|
$
|
15,255
|
||||||||
Share-based
compensation expense
|
3,168
|
2,944
|
6,512
|
5,806
|
For the Six Months Ended
June 30,
|
||||||||
2010
|
2009
|
|||||||
Expected
stock price volatility
|
31 | % | 30 | % | ||||
Expected
term, in years
|
4.9 | 4.8 | ||||||
Risk-free
interest rate
|
2.3 | % | 1.6 | % | ||||
Weighted
average fair value of options granted
|
$ | 16.56 | $ | 9.97 |
June 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
Raw
materials
|
$
|
29,999
|
$
|
28,426
|
||||
Work-in-process
|
14,706
|
17,761
|
||||||
Finished
goods
|
77,327
|
64,238
|
||||||
$
|
122,032
|
$
|
110,425
|
June 30,
2010
|
December 31,
2009
|
|||||||
Accrued
expenses
|
$
|
31,548
|
$
|
33,094
|
||||
Accrued
employee compensation and related expenses
|
40,864
|
44,497
|
||||||
Accrued
taxes
|
5,082
|
9,980
|
||||||
Accrued
customer programs
|
22,135
|
17,388
|
||||||
$
|
99,629
|
$
|
104,959
|
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Balance,
beginning of period
|
$
|
2,614
|
$
|
3,106
|
$
|
3,086
|
$
|
2,837
|
||||||||
Provision
for warranty expense
|
1,020
|
1,328
|
1,941
|
2,317
|
||||||||||||
Change
in estimate
|
(90
|
)
|
(425
|
)
|
(570
|
)
|
(420
|
)
|
||||||||
Settlement
of warranty liability
|
(947
|
)
|
(910
|
)
|
(1,860
|
)
|
(1,635
|
)
|
||||||||
Balance,
end of period
|
$
|
2,597
|
$
|
3,099
|
$
|
2,597
|
$
|
3,099
|
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Shares
acquired
|
422 | 593 | 1,562 | 1,092 | ||||||||||||
Total
cost of shares acquired
|
$ | 26,020 | $ | 24,758 | $ | 86,322 | $ | 40,816 | ||||||||
Average
cost per share
|
$ | 61.66 | $ | 41.72 | $ | 55.26 | $ | 37.37 |
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Effective
income tax rate
|
31.5
|
%
|
31.0
|
%
|
31.4
|
%
|
31.2
|
%
|
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net
income
|
$
|
37,197
|
$
|
33,667
|
$
|
70,225
|
$
|
59,738
|
||||||||
Less:
Net income attributable to noncontrolling interest
|
4
|
-
|
6
|
-
|
||||||||||||
Net
income attributable to IDEXX Laboratories, Inc.
stockholders
|
37,193
|
33,667
|
70,219
|
59,738
|
||||||||||||
Other
comprehensive income (loss) attributable to IDEXX Laboratories, Inc.
stockholders:
|
||||||||||||||||
Foreign
currency translation adjustments
|
(7,339
|
)
|
14,063
|
(12,887
|
)
|
6,971
|
||||||||||
Change
in fair value of foreign currency contracts classified as hedges, net of
tax
|
4,020
|
(7,170
|
)
|
6,295
|
(8,457
|
)
|
||||||||||
Change
in fair value of interest rate swaps classified as hedges, net of
tax
|
(191
|
)
|
549
|
(773
|
)
|
335
|
||||||||||
Change
in fair market value of investments, net of tax
|
(109
|
)
|
305
|
(52
|
)
|
242
|
||||||||||
Comprehensive
income attributable to IDEXX Laboratories, Inc.
stockholders
|
$
|
33,574
|
$
|
41,414
|
$
|
62,802
|
$
|
58,829
|
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Shares
Outstanding for Basic Earnings per Share:
|
||||||||||||||||
Weighted
average shares outstanding
|
57,619
|
58,797
|
57,765
|
58,930
|
||||||||||||
Weighted
average vested deferred stock units outstanding
|
128
|
114
|
125
|
111
|
||||||||||||
57,747
|
58,911
|
57,890
|
59,041
|
|||||||||||||
Shares
Outstanding for Diluted Earnings per Share:
|
||||||||||||||||
Shares
outstanding for basic earnings per share
|
57,747
|
58,911
|
57,890
|
59,041
|
||||||||||||
Dilutive
effect of options issued
|
1,764
|
1,711
|
1,801
|
1,569
|
||||||||||||
Dilutive
effect of restricted stock units issued
|
134
|
67
|
182
|
71
|
||||||||||||
Dilutive
effect of unvested deferred stock units issued
|
1
|
8
|
2
|
7
|
||||||||||||
59,646
|
60,697
|
59,875
|
60,688
|
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Weighted
average number of shares underlying anti-dilutive options
|
547
|
1,442
|
624
|
1,526
|
||||||||||||
Weighted
average exercise price per underlying share of anti-dilutive
options
|
$
|
54.19
|
$
|
44.18
|
$
|
55.11
|
$
|
44.00
|
||||||||
Weighted
average number of shares underlying anti-dilutive restricted stock
units
|
-
|
127
|
-
|
17
|
June 30,
|
||||||||
2010
|
2009
|
|||||||
Closing
price per share of our common stock
|
$
|
60.90
|
$
|
46.20
|
||||
Number
of shares underlying options with exercise prices below the closing
price
|
4,378
|
4,714
|
||||||
Number
of shares underlying options with exercise prices equal to or above the
closing price
|
4
|
571
|
||||||
Total
number of shares underlying outstanding options
|
4,382
|
5,285
|
For the Three Months Ended June 30,
|
||||||||||||||||||||||||
CAG
|
Water
|
LPD
|
Other
|
Unallocated
Amounts
|
Consolidated
Total
|
|||||||||||||||||||
2010
|
||||||||||||||||||||||||
Revenue
|
$ | 232,320 | $ | 19,448 | $ | 19,160 | $ | 10,554 | $ | - | $ | 281,482 | ||||||||||||
Income
(loss) from operations
|
$ | 44,879 | $ | 7,917 | $ | 4,188 | $ | 202 | $ | (2,351 | ) | $ | 54,835 | |||||||||||
Interest
expense, net
|
551 | |||||||||||||||||||||||
Income
before provision for income taxes
|
54,284 | |||||||||||||||||||||||
Provision
for income taxes
|
17,087 | |||||||||||||||||||||||
Net
income
|
37,197 | |||||||||||||||||||||||
Net
income attributable to noncontrolling interest
|
4 | |||||||||||||||||||||||
Net
income attributable to IDEXX Laboratories, Inc.
stockholders
|
$ | 37,193 | ||||||||||||||||||||||
2009
|
||||||||||||||||||||||||
Revenue
|
$ | 217,289 | $ | 19,165 | $ | 19,639 | $ | 9,630 | $ | - | $ | 265,723 | ||||||||||||
Income
(loss) from operations
|
$ | 39,912 | $ | 8,608 | $ | 5,108 | $ | (30 | ) | $ | (4,422 | ) | $ | 49,176 | ||||||||||
Interest
expense, net
|
403 | |||||||||||||||||||||||
Income
before provision for income taxes
|
48,773 | |||||||||||||||||||||||
Provision
for income taxes
|
15,106 | |||||||||||||||||||||||
Net
income
|
33,667 | |||||||||||||||||||||||
Net
income attributable to noncontrolling interest
|
- | |||||||||||||||||||||||
Net
income attributable to IDEXX Laboratories, Inc.
stockholders
|
$ | 33,667 |
For the Six Months Ended June 30,
|
||||||||||||||||||||||||
CAG
|
Water
|
LPD
|
Other
|
Unallocated
Amounts
|
Consolidated
Total
|
|||||||||||||||||||
2010
|
||||||||||||||||||||||||
Revenue
|
$ | 453,737 | $ | 37,312 | $ | 39,101 | $ | 19,857 | $ | - | $ | 550,007 | ||||||||||||
Income
(loss) from operations
|
$ | 84,646 | $ | 15,040 | $ | 8,922 | $ | 462 | $ | (5,807 | ) | $ | 103,263 | |||||||||||
Interest
expense, net
|
863 | |||||||||||||||||||||||
Income
before provision for income taxes
|
102,400 | |||||||||||||||||||||||
Provision
for income taxes
|
32,175 | |||||||||||||||||||||||
Net
income
|
70,225 | |||||||||||||||||||||||
Net
income attributable to noncontrolling interest
|
6 | |||||||||||||||||||||||
Net
income attributable to IDEXX Laboratories, Inc.
stockholders
|
$ | 70,219 | ||||||||||||||||||||||
2009
|
||||||||||||||||||||||||
Revenue
|
$ | 410,981 | $ | 35,016 | $ | 37,905 | $ | 18,276 | $ | - | $ | 502,178 | ||||||||||||
Income
(loss) from operations
|
$ | 68,991 | $ | 15,920 | $ | 10,058 | $ | 99 | $ | (7,451 | ) | $ | 87,617 | |||||||||||
Interest
expense, net
|
799 | |||||||||||||||||||||||
Income
before provision for income taxes
|
86,818 | |||||||||||||||||||||||
Provision
for income taxes
|
27,080 | |||||||||||||||||||||||
Net
income
|
59,738 | |||||||||||||||||||||||
Net
income attributable to noncontrolling interest
|
- | |||||||||||||||||||||||
Net
income attributable to IDEXX Laboratories, Inc.
stockholders
|
$ | 59,738 |
For the Three Months Ended
June 30,
|
For the Six Months Ended
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
CAG
segment revenue:
|
||||||||||||||||
Instruments
and consumables
|
$
|
86,455
|
$
|
83,732
|
$
|
169,837
|
$
|
155,967
|
||||||||
Rapid
assay products
|
40,481
|
41,567
|
79,924
|
79,244
|
||||||||||||
Laboratory
diagnostic and consulting services
|
86,048
|
77,876
|
165,888
|
146,568
|
||||||||||||
Practice
information systems and digital radiography
|
19,336
|
14,114
|
38,088
|
29,148
|
||||||||||||
Pharmaceutical
products
|
-
|
-
|
-
|
54
|
||||||||||||
CAG
segment revenue
|
232,320
|
217,289
|
453,737
|
410,981
|
||||||||||||
Water
segment revenue
|
19,448
|
19,165
|
37,312
|
35,016
|
||||||||||||
LPD
segment revenue
|
19,160
|
19,639
|
39,101
|
37,905
|
||||||||||||
Other
segment revenue
|
10,554
|
9,630
|
19,857
|
18,276
|
||||||||||||
Total
revenue
|
$
|
281,482
|
$
|
265,723
|
$
|
550,007
|
$
|
502,178
|
Level 1
|
Quoted
prices in active markets for identical assets or
liabilities.
|
Level 2
|
Observable
inputs other than Level 1 prices, such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities. Foreign
currency exchange contracts classified as derivative instruments are
valued based on the present value of the forward rate less the contract
rate multiplied by the notional amount. Interest rate swaps classified as
derivative instruments are valued utilizing a discounted cash flow
analysis based on the terms of the contract and the interest rate
curve.
|
Level 3
|
Unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities. At June 30,
2010 and December 31, 2009, we had no Level 3 assets or
liabilities.
|
As
of June 30, 2010
|
Quoted
Prices
in
Active
Markets
for
Identical Assets
(Level
1)
|
Significant
Other
Observable
Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
Balance
at
June
30, 2010
|
||||||||||||
Assets
|
||||||||||||||||
Money
market funds
(1)
|
$ | 32,027 | $ | - | $ | - | $ | 32,027 | ||||||||
Equity
mutual funds
(2)
|
1,823 | - | - | 1,823 | ||||||||||||
Foreign
currency exchange contracts
(3)
|
- | 4,903 | - | 4,903 | ||||||||||||
Liabilities
|
||||||||||||||||
Deferred
compensation
(4)
|
1,823 | - | - | 1,823 | ||||||||||||
Interest
rate swaps
(5)
|
- | 1,817 | - | 1,817 |
As
of December 31, 2009
|
Quoted
Prices
in
Active
Markets
for
Identical Assets
(Level
1)
|
Significant
Other
Observable
Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
Balance
at
December 31, 2009
|
||||||||||||
Assets
|
||||||||||||||||
Money
market funds
(1)
|
$ | 47,021 | $ | - | $ | - | $ | 47,021 | ||||||||
Equity
mutual funds
(2)
|
1,891 | - | - | 1,891 | ||||||||||||
Liabilities
|
||||||||||||||||
Foreign
currency exchange contracts
(3)
|
- | 4,221 | - | 4,221 | ||||||||||||
Deferred
compensation
(4)
|
1,891 | - | - | 1,891 | ||||||||||||
Interest
rate swaps
(5)
|
- | 595 | - | 595 |
(1)
|
Money
market funds are included within Cash and cash
equivalents.
|
(2)
|
Equity
mutual funds relate to a deferred compensation plan that was assumed as
part of a previous business combination. This amount is included within
Other long-term assets, net. See footnote 4 below for a discussion of the
related deferred compensation
liability.
|
(3)
|
Foreign
currency exchange contracts are included within Other current assets and
Other long-term assets, net as of June 30, 2010 and within Accrued
liabilities as of December 31,
2009.
|
(4)
|
Deferred
compensation plans are included within Other long-term liabilities. The
fair value of our deferred compensation plan is indexed to the performance
of the underlying equity mutual funds discussed in footnote 2
above.
|
(5)
|
Interest
rate swaps are included within Accrued
liabilities.
|
Currency
Sold
|
U.S.
Dollar Equivalent
|
|||||||||
June
30,
|
December 31,
|
June
30,
|
||||||||
2010
|
2009
|
2009
|
||||||||
Euro
|
$
|
46,988
|
$
|
53,091
|
$
|
40,922
|
||||
British
Pound
|
22,546
|
19,238
|
20,200
|
|||||||
Canadian
Dollar
|
20,096
|
18,849
|
21,515
|
|||||||
Australian
Dollar
|
6,620
|
7,086
|
5,676
|
|||||||
Japanese
Yen
|
10,169
|
9,795
|
6,799
|
|||||||
$
|
106,419
|
$
|
108,059
|
$
|
95,112
|
Currency
Purchased
|
U.S.
Dollar Equivalent
|
|||||||||
June
30,
|
December
31,
|
June
30,
|
||||||||
2010
|
2009
|
2009
|
||||||||
Swiss
Franc
|
$
|
9,754
|
$
|
8,808
|
$
|
6,391
|
U.S.
Dollar Equivalent
|
||||||||||
June
30,
|
December
31,
|
June
30,
|
||||||||
2010
|
2009
|
2009
|
||||||||
Interest
rate swap
|
$
|
80,000
|
$
|
80,000
|
$
|
80,000
|
Liability
Derivatives
|
|||||||||||
June
30, 2010
|
December
31, 2009
|
||||||||||
Balance
Sheet
Classification
|
Fair
Value
|
Balance
Sheet
Classification
|
Fair
Value
|
||||||||
Derivatives
designated as hedging instruments
|
|||||||||||
Foreign
currency exchange contracts
|
Accrued
expenses
|
$
|
-
|
Accrued
expenses
|
$
|
4,221
|
|||||
Interest
rate swaps
|
Accrued
expenses
|
1,817
|
Accrued
expenses
|
595
|
|||||||
Total
derivative instruments
|
$
|
1,817
|
$
|
4,816
|
Gain (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)
|
||||||||||||||
For
the Three Months Ended
June
30,
|
For
the Six Months Ended
June
30,
|
|||||||||||||
Derivative
instruments
|
2010
|
2009
|
2010
|
2009
|
||||||||||
Foreign
exchange contracts, net of tax
|
$ |
4,020
|
$ |
(7,170
|
)
|
$
|
6,295
|
$
|
(8,457
|
)
|
||||
Interest
rate swaps, net of tax
|
(191
|
)
|
549
|
(773
|
)
|
335
|
||||||||
Total
loss, net of tax
|
$ |
3,829
|
$ |
(6,621
|
)
|
$
|
5,522
|
$
|
(8,122
|
)
|
|
Gain (Loss) Recognized in Income Related to De-designated Cash Flow Hedges
|
|||||||||||||||||
Classification
of
|
For the Three Months Ended
|
For the Six Months Ended
|
||||||||||||||||
Gain
(Loss)
|
June
30,
|
June
30,
|
||||||||||||||||
Reclassified
from
|
||||||||||||||||||
De-designated derivative instruments
|
OCI into Income
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Foreign
exchange contracts
|
General
and administrative expense
|
$
|
-
|
$
|
(42
|
)
|
$
|
-
|
$
|
(42
|
)
|
For
the Three Months Ended June 30,
|
||||||||||||||||||||||||||||
Net
Revenue
(dollars
in thousands)
|
2010
|
2009
|
Dollar
Change
|
Percentage
Change
|
Percentage
Change
from
Currency
(1)
|
Percentage
Change
from
Acquisitions/
Divestitures
(2)
|
Percentage
Change
Net of
Acquisitions/
Divestitures
and
Currency
Effect
|
|||||||||||||||||||||
CAG
|
$ | 232,320 | $ | 217,289 | $ | 15,031 | 6.9 | % | 0.3 | % | 0.7 | % | 5.9 | % | ||||||||||||||
Water
|
19,448 | 19,165 | 283 | 1.5 | % | 0.3 | % | - | 1.2 | % | ||||||||||||||||||
LPD
|
19,160 | 19,639 | (479 | ) | (2.4 | )% | (2.8 | )% | - | 0.4 | % | |||||||||||||||||
Other
|
10,554 | 9,630 | 924 | 9.6 | % | (0.4 | )% | - | 10.0 | % | ||||||||||||||||||
Total
|
$ | 281,482 | $ | 265,723 | $ | 15,759 | 5.9 | % | 0.0 | % | 0.6 | % | 5.3 | % |
(1)
|
The
percentage change from currency is a non-U.S. GAAP measure. It represents
the percentage change in revenue resulting from the difference between the
average exchange rates during the three months ended June 30, 2010 and the
same period of the prior year applied against foreign currency denominated
revenues for the three months ended June 30,
2010.
|
(2)
|
Represents
the percentage change in revenue during the three months ended June 30,
2010 compared to the three months ended June 30, 2009 attributed to
incremental revenues from businesses acquired or revenues lost from
businesses divested or discontinued subsequent to March 31,
2009.
|
For
the Three Months Ended June 30,
|
||||||||||||||||||||||||||||
Net
Revenue
(dollars
in thousands)
|
2010
|
2009
|
Dollar
Change
|
Percentage
Change
|
Percentage
Change
from
Currency
(1)
|
Percentage
Change
from
Acquisitions/
Divestitures
(2)
|
Percentage
Change
Net of
Acquisitions/
Divestitures
and
Currency
Effect
|
|||||||||||||||||||||
Instruments
and consumables
|
$ | 86,455 | $ | 83,732 | $ | 2,723 | 3.3 | % | (0.6 | )% | - | 3.9 | % | |||||||||||||||
Rapid
assay products
|
40,481 | 41,567 | (1,086 | ) | (2.6 | )% | 0.4 | % | - | (3.0 | )% | |||||||||||||||||
Laboratory
diagnostic and consulting services
|
86,048 | 77,876 | 8,172 | 10.5 | % | 0.9 | % | 1.8 | % | 7.8 | % | |||||||||||||||||
Practice
information management systems and digital radiography
|
19,336 | 14,114 | 5,222 | 37.0 | % | 1.5 | % | 1.0 | % | 34.5 | % | |||||||||||||||||
Net
CAG revenue
|
$ | 232,320 | $ | 217,289 | $ | 15,031 | 6.9 | % | 0.3 | % | 0.7 | % | 5.9 | % |
(1)
|
The
percentage change from currency is a non-U.S. GAAP measure. It represents
the percentage change in revenue resulting from the difference between the
average exchange rates during the three months ended June 30, 2010 and the
same period of the prior year applied against foreign currency denominated
revenues for the three months ended June 30,
2010.
|
(2)
|
Represents
the percentage change in revenue during the three months ended June 30,
2010 compared to the three months ended June 30, 2009 attributed to
incremental revenues from businesses acquired or revenues lost from
businesses divested or discontinued subsequent to March 31,
2009.
|
For
the Three Months Ended June 30,
|
||||||||||||||||||||||||
Gross
Profit
(dollars
in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
CAG
|
$ | 119,632 | 51.5 | % | $ | 108,334 | 49.9 | % | $ | 11,298 | 10.4 | % | ||||||||||||
Water
|
12,229 | 62.9 | % | 12,554 | 65.5 | % | (325 | ) | (2.6 | )% | ||||||||||||||
LPD
|
13,105 | 68.4 | % | 13,299 | 67.7 | % | (194 | ) | (1.5 | )% | ||||||||||||||
Other
|
4,248 | 40.3 | % | 4,193 | 43.5 | % | 55 | 1.3 | % | |||||||||||||||
Unallocated
amounts
|
70 | N/A | 60 | N/A | 10 | 16.7 | % | |||||||||||||||||
Total
Company
|
$ | 149,284 | 53.0 | % | $ | 138,440 | 52.1 | % | $ | 10,844 | 7.8 | % |
For
the Three Months Ended June 30,
|
||||||||||||||||||||||||
Operating
Expenses
(dollars
in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
CAG
|
$ | 74,753 | 32.2 | % | $ | 68,422 | 31.5 | % | $ | 6,331 | 9.3 | % | ||||||||||||
Water
|
4,312 | 22.2 | % | 3,946 | 20.6 | % | 366 | 9.3 | % | |||||||||||||||
LPD
|
8,917 | 46.5 | % | 8,191 | 41.7 | % | 726 | 8.9 | % | |||||||||||||||
Other
|
4,046 | 38.3 | % | 4,223 | 43.9 | % | (177 | ) | (4.2 | )% | ||||||||||||||
Unallocated
amounts
|
2,421 | N/A | 4,482 | N/A | (2,061 | ) | (46.0 | )% | ||||||||||||||||
Total
Company
|
$ | 94,449 | 33.6 | % | $ | 89,264 | 33.6 | % | $ | 5,185 | 5.8 | % |
Operating
Income
(dollars
in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
CAG
|
$ | 44,879 | 19.3 | % | $ | 39,912 | 18.4 | % | $ | 4,967 | 12.4 | % | ||||||||||||
Water
|
7,917 | 40.7 | % | 8,608 | 44.9 | % | (691 | ) | (8.0 | )% | ||||||||||||||
LPD
|
4,188 | 21.9 | % | 5,108 | 26.0 | % | (920 | ) | (18.0 | )% | ||||||||||||||
Other
|
202 | 1.9 | % | (30 | ) | (0.3 | )% | 232 | 774.7 | % | ||||||||||||||
Unallocated
amounts
|
(2,351 | ) | N/A | (4,422 | ) | N/A | 2,071 | 46.8 | % | |||||||||||||||
Total
Company
|
$ | 54,835 | 19.5 | % | $ | 49,176 | 18.5 | % | $ | 5,659 | 11.5 | % |
For
the Three Months Ended June 30,
|
||||||||||||||||||||||||
Operating
Expenses
(dollars
in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
Sales
and marketing
|
$ | 37,076 | 16.0 | % | $ | 35,371 | 16.3 | % | $ | 1,705 | 4.8 | % | ||||||||||||
General
and administrative
|
26,497 | 11.4 | % | 22,609 | 10.4 | % | 3,888 | 17.2 | % | |||||||||||||||
Research
and development
|
11,180 | 4.8 | % | 10,442 | 4.8 | % | 738 | 7.1 | % | |||||||||||||||
Total
operating expenses
|
$ | 74,753 | 32.2 | % | $ | 68,422 | 31.5 | % | $ | 6,331 | 9.3 | % |
For
the Three Months Ended June 30,
|
||||||||||||||||||||||||
Operating
Expenses
(dollars
in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
Sales
and marketing
|
$ | 1,991 | 10.2 | % | $ | 1,869 | 9.8 | % | $ | 122 | 6.5 | % | ||||||||||||
General
and administrative
|
1,717 | 8.8 | % | 1,402 | 7.3 | % | 315 | 22.5 | % | |||||||||||||||
Research
and development
|
604 | 3.1 | % | 675 | 3.5 | % | (71 | ) | (10.5 | )% | ||||||||||||||
Total
operating expenses
|
$ | 4,312 | 22.2 | % | $ | 3,946 | 20.6 | % | $ | 366 | 9.3 | % |
For
the Three Months Ended June 30,
|
||||||||||||||||||||||||
Operating
Expenses
(dollars
in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
Sales
and marketing
|
$ | 3,430 | 17.9 | % | $ | 3,112 | 15.8 | % | $ | 318 | 10.2 | % | ||||||||||||
General
and administrative
|
3,264 | 17.0 | % | 2,924 | 14.9 | % | 340 | 11.6 | % | |||||||||||||||
Research
and development
|
2,223 | 11.6 | % | 2,155 | 11.0 | % | 68 | 3.2 | % | |||||||||||||||
Total
operating expenses
|
$ | 8,917 | 46.5 | % | $ | 8,191 | 41.7 | % | $ | 726 | 8.9 | % |
For
the Six Months Ended June 30,
|
||||||||||||||||||||||||||||
Net
Revenue
(dollars
in thousands)
|
2010
|
2009
|
Dollar
Change
|
Percentage
Change
|
Percentage
Change
from
Currency
(1)
|
Percentage
Change
from
Acquisitions/
Divestitures
(2)
|
Percentage
Change
Net of
Acquisitions/
Divestitures
and
Currency
Effect
|
|||||||||||||||||||||
CAG
|
$ | 453,737 | $ | 410,981 | $ | 42,756 | 10.4 | % | 1.8 | % | 0.8 | % | 7.8 | % | ||||||||||||||
Water
|
37,312 | 35,016 | 2,296 | 6.6 | % | 2.3 | % | - | 4.3 | % | ||||||||||||||||||
LPD
|
39,101 | 37,905 | 1,196 | 3.2 | % | 0.8 | % | - | 2.4 | % | ||||||||||||||||||
Other
|
19,857 | 18,276 | 1,581 | 8.7 | % | 0.6 | % | - | 8.1 | % | ||||||||||||||||||
Total
|
$ | 550,007 | $ | 502,178 | $ | 47,829 | 9.5 | % | 1.7 | % | 0.6 | % | 7.2 | % |
(1)
|
The
percentage change from currency is a non-U.S. GAAP measure. It represents
the percentage change resulting from the difference between the average
exchange rates during the six months ended June 30, 2010 and the same
period of the prior year applied against foreign currency denominated
revenues for the six months ended June 30,
2010.
|
(2)
|
Represents
the percentage change in revenue during the six months ended June 30, 2010
compared to the six months ended June 30, 2009 attributed to incremental
revenues from businesses acquired or revenues lost from businesses
divested or discontinued subsequent to December 31,
2008.
|
For
the Six Months Ended June 30,
|
||||||||||||||||||||||||||||
Net
Revenue
(dollars
in thousands)
|
2010
|
2009
|
Dollar
Change
|
Percentage
Change
|
Percentage
Change
from
Currency
(1)
|
Percentage
Change
from
Acquisitions/
Divestitures
(2)
|
Percentage
Change
Net of
Acquisitions/
Divestitures
and
Currency
Effect
|
|||||||||||||||||||||
Instruments
and
consumables
|
$ | 169,837 | $ | 155,967 | $ | 13,870 | 8.9 | % | 1.4 | % | - | 7.5 | % | |||||||||||||||
Rapid
assay products
|
79,924 | 79,244 | 680 | 0.9 | % | 0.9 | % | - | 0.0 | % | ||||||||||||||||||
Laboratory
diagnostic and consulting services
|
165,888 | 146,568 | 19,320 | 13.2 | % | 2.9 | % | 1.9 | % | 8.4 | % | |||||||||||||||||
Practice
information
management
systems
and
digital radiography
|
38,088 | 29,148 | 8,940 | 30.7 | % | 1.8 | % | 0.8 | % | 28.1 | % | |||||||||||||||||
Pharmaceutical
products
|
- | 54 | (54 | ) | (100.0 | )% | - | (100.0 | )% | - | ||||||||||||||||||
Net
CAG revenue
|
$ | 453,737 | $ | 410,981 | $ | 42,756 | 10.4 | % | 1.8 | % | 0.8 | % | 7.8 | % |
(1)
|
The
percentage change from currency is a non-U.S. GAAP measure. It represents
the percentage change resulting from the difference between the average
exchange rates during the six months ended June 30, 2010 and the same
period of the prior year applied against foreign currency denominated
revenues for the six months ended June 30,
2010.
|
(2)
|
Represents
the percentage change in revenue during the six months ended June 30, 2010
compared to the six months ended June 30, 2009 attributed to incremental
revenues from businesses acquired or revenues lost from businesses
divested or discontinued subsequent to December 31,
2008.
|
For
the Six Months Ended June 30,
|
||||||||||||||||||||||||
Gross Profit
(dollars in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
CAG
|
$ | 232,962 | 51.3 | % | $ | 204,776 | 49.8 | % | $ | 28,186 | 13.8 | % | ||||||||||||
Water
|
23,443 | 62.8 | % | 23,710 | 67.7 | % | (267 | ) | (1.1 | )% | ||||||||||||||
LPD
|
26,579 | 68.0 | % | 26,407 | 69.7 | % | 172 | 0.7 | % | |||||||||||||||
Other
|
8,401 | 42.3 | % | 7,741 | 42.4 | % | 660 | 8.5 | % | |||||||||||||||
Unallocated
amounts
|
260 | N/A | 239 | N/A | 21 | 8.6 | % | |||||||||||||||||
Total
Company
|
$ | 291,645 | 53.0 | % | $ | 262,873 | 52.3 | % | $ | 28,772 | 10.9 | % |
For
the Six Months Ended June 30,
|
||||||||||||||||||||||||
Operating
Expenses
(dollars
in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
CAG
|
$ | 148,316 | 32.7 | % | $ | 135,785 | 33.0 | % | $ | 12,531 | 9.2 | % | ||||||||||||
Water
|
8,403 | 22.5 | % | 7,790 | 22.2 | % | 613 | 7.9 | % | |||||||||||||||
LPD
|
17,657 | 45.2 | % | 16,349 | 43.1 | % | 1,308 | 8.0 | % | |||||||||||||||
Other
|
7,939 | 40.0 | % | 7,642 | 41.8 | % | 297 | 3.9 | % | |||||||||||||||
Unallocated
amounts
|
6,067 | N/A | 7,690 | N/A | (1,623 | ) | (21.1 | )% | ||||||||||||||||
Total
Company
|
$ | 188,382 | 34.3 | % | $ | 175,256 | 34.9 | % | $ | 13,126 | 7.5 | % |
Operating Income
(dollars in thousands)
|
2010
|
Percent of
Revenue
|
2009
|
Percent of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
CAG
|
$ | 84,646 | 18.7 | % | $ | 68,991 | 16.8 | % | $ | 15,655 | 22.7 | % | ||||||||||||
Water
|
15,040 | 40.3 | % | 15,920 | 45.5 | % | (880 | ) | (5.5 | )% | ||||||||||||||
LPD
|
8,922 | 22.8 | % | 10,058 | 26.5 | % | (1,136 | ) | (11.3 | )% | ||||||||||||||
Other
|
462 | 2.3 | % | 99 | 0.5 | % | 363 | 366.7 | % | |||||||||||||||
Unallocated
amounts
|
(5,807 | ) | N/A | (7,451 | ) | N/A | 1,644 | 22.1 | % | |||||||||||||||
Total
Company
|
$ | 103,263 | 18.8 | % | $ | 87,617 | 17.4 | % | $ | 15,646 | 17.9 | % |
For
the Six Months Ended June 30,
|
||||||||||||||||||||||||
Operating
Expenses
(dollars
in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
Sales
and marketing
|
$ | 74,835 | 16.5 | % | $ | 70,215 | 17.1 | % | $ | 4,620 | 6.6 | % | ||||||||||||
General
and administrative
|
51,402 | 11.3 | % | 45,431 | 11.1 | % | 5,971 | 13.1 | % | |||||||||||||||
Research
and development
|
22,079 | 4.9 | % | 20,139 | 4.9 | % | 1,940 | 9.6 | % | |||||||||||||||
Total
operating expenses
|
$ | 148,316 | 32.7 | % | $ | 135,785 | 33.0 | % | $ | 12,531 | 9.2 | % |
For
the Six Months Ended June 30,
|
||||||||||||||||||||||||
Operating
Expenses
(dollars
in thousands)
|
2010
|
Percent
of
Revenue
|
2009
|
Percent
of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
Sales
and marketing
|
$ | 3,851 | 10.3 | % | $ | 3,615 | 10.3 | % | $ | 236 | 6.5 | % | ||||||||||||
General
and administrative
|
3,340 | 9.0 | % | 2,879 | 8.2 | % | 461 | 16.0 | % | |||||||||||||||
Research
and development
|
1,212 | 3.2 | % | 1,296 | 3.7 | % | (84 | ) | (6.5 | )% | ||||||||||||||
Total
operating expenses
|
$ | 8,403 | 22.5 | % | $ | 7,790 | 22.2 | % | $ | 613 | 7.9 | % |
For the Six Months Ended June 30,
|
||||||||||||||||||||||||
Operating Expenses
(dollars in thousands)
|
2010
|
Percent of
Revenue
|
2009
|
Percent of
Revenue
|
Dollar
Change
|
Percentage
Change
|
||||||||||||||||||
Sales
and marketing
|
$ | 6,833 | 17.5 | % | $ | 6,048 | 16.0 | % | $ | 785 | 13.0 | % | ||||||||||||
General
and administrative
|
6,470 | 16.5 | % | 6,113 | 16.1 | % | 357 | 5.8 | % | |||||||||||||||
Research
and development
|
4,354 | 11.1 | % | 4,188 | 11.0 | % | 166 | 4.0 | % | |||||||||||||||
Total
operating expenses
|
$ | 17,657 | 45.2 | % | $ | 16,349 | 43.1 | % | $ | 1,308 | 8.0 | % |
For the Three Months Ended
|
|||||||||||||
June 30,
2010
|
March 31,
2010
|
December 31,
2009
|
September 30,
2009
|
June 30,
2009
|
|||||||||
Days
sales outstanding
|
41.8
|
41.7
|
38.9
|
41.2
|
40.2
|
||||||||
Inventory
turns
|
1.9
|
2.0
|
1.9
|
1.8
|
1.8
|
For the Six Months Ended June 30,
|
||||||||||||
(dollars in thousands)
|
2010
|
2009
|
Dollar Change
|
|||||||||
Net
cash provided by operating activities
|
$ | 75,085 | $ | 70,881 | $ | 4,204 | ||||||
Net
cash used by investing activities
|
(17,517 | ) | (18,907 | ) | 1,390 | |||||||
Net
cash used by financing activities
|
(43,207 | ) | (28,136 | ) | (15,071 | ) | ||||||
Net
effect of changes in exchange rates on cash
|
(3,114 | ) | 1,038 | (4,152 | ) | |||||||
Net
increase in cash and cash equivalents
|
$ | 11,247 | $ | 24,876 | $ | (13,629 | ) |
For the Six Months Ended June 30,
|
||||||||||||
(dollars in thousands)
|
2010
|
2009
|
Dollar Change
|
|||||||||
Accounts
receivable
|
$ | (16,544 | ) | $ | (7,101 | ) | $ | (9,443 | ) | |||
Inventories
|
(12,977 | ) | (6,876 | ) | (6,101 | ) | ||||||
Other
assets
|
(1,634 | ) | (2,768 | ) | 1,134 | |||||||
Accounts
payable
|
4,308 | (1,684 | ) | 5,992 | ||||||||
Accrued
liabilities
|
7,432 | (3,423 | ) | 10,855 | ||||||||
Deferred
revenue
|
2,558 | (682 | ) | 3,240 | ||||||||
Tax
benefit from exercises of stock options and vesting of restricted stock
units
|
(9,372 | ) | (1,355 | ) | (8,017 | ) | ||||||
Total
change in cash due to changes in operating assets and liabilities and the
tax benefit from exercises of stock options and vesting of restricted
stock units
|
$ | (26,229 | ) | $ | (23,889 | ) | $ | (2,340 | ) |
|
·
|
Accounts
receivable are historically higher in the first quarter of the year due to
seasonality of certain products.
|
|
·
|
We
have management and non-management employee incentive programs that
provide for the payment of annual bonuses in the first quarter following
the year in which the bonuses were
earned.
|
|
·
|
We
have agreements with certain suppliers that require us to make minimum
annual inventory purchases, in some cases in order to retain exclusive
distribution rights, and we have other agreements with suppliers that
provide for lower pricing based on annual purchase volumes. We may place a
higher volume of purchase orders for inventory during the fourth quarter
in order to meet our minimum commitments or realize volume pricing
discounts and we receive that inventory in the fourth or first quarters
and pay in the first quarter. The specific facts and circumstances that we
consider in determining the timing and level of inventory purchases
throughout the year related to these agreements may yield inconsistent
cash flows from operations, most typically in the first and fourth
quarters.
|
|
·
|
Developing,
manufacturing and marketing innovative new in-clinic laboratory analyzers
that drive sales of IDEXX VetLab
®
instruments, grow our installed base of instruments, and create a
recurring revenue stream from consumable
products;
|
|
·
|
Developing
and introducing new proprietary diagnostic tests and services that provide
valuable medical information to our customers and effectively
differentiate our products and services from those of our
competitors;
|
|
·
|
Increasing
the value to our customers of our companion animal products and services
by enhancing the integration of these products and managing the diagnostic
information derived from our
products;
|
|
·
|
Achieving
the benefits of economies of scale in our worldwide network of
laboratories;
|
|
·
|
Achieving
cost reductions in the manufacture and service of our in-clinic laboratory
analyzers;
|
|
·
|
Expanding
our served market and growing our market share by strengthening our sales
and marketing activities both within the U.S. and in geographies outside
of the U.S.;
|
|
·
|
Developing
and implementing new technology and licensing strategies;
and
|
|
·
|
Identifying,
completing and integrating acquisitions that enhance our existing
businesses or create new business or geographic areas for
us.
|
Period
|
Total Number of
Shares Purchased
(a)
|
Average Price
Paid per Share
(b)
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(c)
|
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs
(d)
|
||||||
April
1 to April 30, 2010
|
157,000
|
$
|
58.68
|
157,000
|
5,044,799
|
|||||
May
1 to May 31, 2010
|
99,616
|
63.48
|
99,616
|
4,945,183
|
||||||
June
1 to June 30, 2010
|
165,387
|
63.38
|
165,000
|
4,780,183
|
||||||
Total
|
422,003
|
$
|
61.66
|
421,616
|
4,780,183
|
IDEXX
LABORATORIES, INC.
|
|
/s/ Merilee Raines
|
|
Date:
July 23, 2010
|
Merilee
Raines
|
Corporate
Vice President, Chief Financial Officer and
Treasurer
(Principal Financial
Officer)
|
Exhibit No.
|
Description
|
|
10.1*
|
Supply
Agreement, effective as of May 7, 2007 between the Company and Moss, Inc.
(filed herewith).
|
|
10.2**
|
Restated
Director Deferred Compensation Plan, as amended (filed
herewith).
|
|
10.3**
|
Restated
Executive Deferred Compensation Plan, as amended (filed
herewith).
|
|
31.1
|
Certification
by Chief Executive Officer.
|
|
31.2
|
Certification
by Corporate Vice President, Chief Financial Officer and
Treasurer.
|
|
32.1
|
Certification
by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
by Corporate Vice President, Chief Financial Officer and Treasurer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
|
101.INS
†
|
XBRL
Instance Document.
|
|
101.SCH
†
|
XBRL
Taxonomy Extension Schema Document.
|
|
101.CAL
†
|
XBRL
Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
†
|
XBRL
Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
†
|
XBRL
Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
†
|
XBRL
Taxonomy Extension Presentation Linkbase Document.
|
|
|
*
|
Confidential
treatment requested as to certain portions, which portions have been filed
separately with the Securities and Exchange
Commission.
|
|
**
|
Management
contract or compensatory arrangement required to be filed as an exhibit
pursuant to Item 6 of Form 10-Q.
|
|
†
|
In accordance with
Rule 406T of Regulation
S-T, these interactive data files are deemed “not filed” for purposes of
section 18 of the Exchange Act, and otherwise are not subject to liability
under that
section.
|
Confidential Materials omitted and filed separately with the
|
||||
Securities and Exchange Commission. Asterisks denote omissions.
|
||||
Exhibit 10.1
|
Moss,
Inc.
|
IDEXX
Operations, Inc.
|
P.O.
Box 189
|
One
IDEXX Drive
|
Pasadena,
MD 21123-0189
|
Westbrook,
ME 04092
|
(“
Moss
”)
|
(“
IDEXX
”)
|
PRODUCTS:
|
The
chromogen substrates described and in conformity with the specifications
on
Schedule
A
(the “
Products
”). This
Agreement and
Schedule A
may
only be amended by the parties’ mutual agreement. The parties
acknowledge that the terms and conditions of this Agreement and the
quantities of the Products purchased by IDEXX hereunder shall be treated
as confidential information pursuant to the confidential disclosure
agreements previously entered into by the parties on March 1,
2001.
|
PRICING:
|
As
set forth on
Schedule
B
. Prices are fixed through 31 December
2008. Thereafter, Moss shall notify IDEXX in writing at least
120 days before each subsequent calendar year of any changes in the prices
of Products;
provided,
however
, that in no event shall Moss increase prices in any given
calendar year greater than [**]%.
|
SHIPPING:
|
Shipping
terms are F.O.B. Moss’ facility in Hanover, Maryland. Title to
and risk of loss for Products shall pass to IDEXX upon delivery to the
carrier (specified by IDEXX) at Moss’ facility in Hanover,
Maryland. Moss shall cooperate with IDEXX in the documentation
and proof of loss claims presented by IDEXX to the appropriate carrier
and/or insurer.
|
AND
VALIDATION:
|
As
set forth on
Schedule A
, as
may be amended from time to time by the parties’ mutual
agreement.
|
Moss
shall not change the specifications attached hereto as
Schedule A
,
without Moss providing IDEXX at least 12 months’ prior written notice (any
such notice, a "
Products Change
Notice
"), unless a shorter time frame can be mutually agreed, in
order to permit IDEXX to evaluate such proposals and to verify that
regulatory, performance and quality criteria will be
satisfied. IDEXX shall have the right to approve or disapprove
all proposed changes before the incorporation of such changes into the
Products. In the course of IDEXX’s evaluation of such change,
IDEXX shall promptly notify Moss of any test result that indicates such
change will fail to meet any such criteria. Upon written
approval by IDEXX of changes in the specifications described in a Products
Change Notice, the approved changes shall be deemed to be incorporated in
Schedule
A
.
|
QUALITY:
|
In
order to ensure quality and resolve any issues that may arise with the
Products, Moss shall permit IDEXX access to Moss’ facilities as described
in
Schedule
C
.
|
ORDERS:
|
IDEXX
shall order Products from Moss by written purchase orders ("
Orders
"),
stating the number of Products ordered , one or more scheduled delivery
dates (which shall be not less than 30 days after order date), and one or
more delivery destinations. Each Order shall be accompanied by
the then current version of the agreed specifications. Moss
shall accept and fill all Orders for Products placed under this Agreement
that specify delivery dates within the Term and that conform to the
preceding sentence and acknowledge such acceptance in writing within 5
days after receipt of the Order.
|
FORECASTS:
|
IDEXX
shall furnish to Moss not less than 30 days before the commencement of
each calendar quarter during the term of this Agreement a forecast of the
quantity of the Products for which IDEXX expects to submit Orders in such
calendar quarter and the three succeeding calendar
quarters. Each such forecast after the first shall update and
replace prior forecasts as to the calendar quarters covered by such prior
forecasts. It is understood that such forecasts are merely
estimates and are not to be considered
Orders.
|
TERM:
|
The
date of this Agreement through termination by either party by providing
written notice of termination not less than 24 months’ prior to the
effective date of such termination.
|
ESCROW:
|
Moss
hereby agrees to
deposit copies of
Moss’ manufacturing information relating to the Products (as such
documentation currently exists) with Iron Mountain Intellectual Property
Management, Inc. (the “Escrow Agent”) for the Escrow Agent to keep in
confidence and to be released to IDEXX solely upon the occurrence of
certain triggering events as more particularly described
below. Moss further agrees to update its deposit of such
information from time to time as required so that the information on
deposit with the Escrow Agent is complete, current and
accurate. Upon Moss depositing its manufacturing information
with the Escrow Agent, or upon Moss’ updating of such manufacturing
information thereafter, IDEXX’s operations manufacturing manager,
technical support manager or quality support manager ([**]) shall have the
opportunity to review such manufacturing information to verify that such
information is in a form that would allow IDEXX to use such information to
manufacture the Products upon the occurrence of one of the triggering
events discussed below. Prior to its review of any
manufacturing information (either upon initial deposit or the updating of
such information), IDEXX shall provide Moss with the name of the person
who shall conduct such review. Representatives from Moss shall
have the right and opportunity to be present for the duration of such
review. Following such review, Moss’ manufacturing documents
shall be immediately placed in the possession of the Escrow Agent and
shall not be viewed again by anyone at IDEXX unless and until the
occurrence of one of the triggering events listed
below.
|
WARRANTY:
|
Moss
warrants to IDEXX that it shall produce the Products in conformity to the
specifications set forth on the attached
Schedule
A
. In the event that any Products delivered to IDEXX do
not, conform to such specifications, Moss agrees to replace such Products
at no cost to IDEXX.
|
MISCELLANEOUS:
|
This
Agreement shall be governed by the laws of the State of (Maryland) and
cannot be modified except in writing signed by authorized representatives
of both parties.
|
MOSS, INC.
|
IDEXX OPERATIONS, INC.
|
||||
/s/
Richard
L.
Guertin
|
/s/
Jon
Ayers
|
||||
Name:
|
Richard
L.
Guertin
|
Name:
|
Jon
Ayers
|
||
Title:
|
Chairman
and
CEO
|
Title:
|
Chairman,
President
and
CEO
|
23-08303-00
|
one
part [**]
substrate specifically
for [**]
|
23-01788-00
|
one
part [**] substrate specifically for
[**]
|
02-07209-00
|
[**]
one part substrate for use in [**]
|
02-07701-00
|
[**]
one part substrate for use in [**]
|
02-07510-00
|
[**]
substrate for alkaline phosphatase
|
23-08303-00
|
$[**]/Lt
with a minimum order of [**] liters
|
23-01788-00
|
$[**]/Lt
with a minimum order of [**] liters
|
02-07209-00
|
$[**]/[**]
ml bottle minimum order of [**]
bottles
|
02-07701-00
|
$[**]/[**]
ml bottle minimum order of [**]
bottles
|
02-07510-00
|
$[**]/[**]
ml fill minimum order of [**]
bottles
|
23-08303-00
|
$[**]/Lt
with a minimum order of [**] liters
|
23-01788-00
|
$[**]/Lt
with a minimum order of [**] liters
|
02-07209-00
|
$[**]/[**]
ml bottle minimum order of [**]
bottles
|
02-07701-00
|
$[**]/[**]
ml bottle minimum order of [**]
bottles
|
02-07510-00
|
$[**]/[**]
ml fill minimum order of [**]
bottles
|
23-08303-00
|
sample;
[**] Lt cubitainer, minimum [**] liter fill. Bulk; [**] Lt
cubitainer
|
23-01788-00
|
sample;
[**] Lt cubitainer, minimum [**] liter fill. Bulk; [**] Lt
cubitainer
|
02-07209-00
|
Brown,
polyethylene [**] ml bottle,
unlabeled
|
02-07701-00
|
Brown,
polyethylene [**] ml bottle,
unlabeled
|
02-07510-00
|
Brown,
polyethylene [**] ml bottle,
unlabeled
|
|
a)
|
The
date and time of such access shall be mutually agreed upon with at least 2
weeks prior notice and shall take place within Moss’ normal business
hours;
|
|
b)
|
IDEXX
shall present Moss with the name(s) of personnel visiting which shall be
limited to 3 or less individuals per
visit;
|
|
c)
|
IDEXX’s
access to Moss’ Facilities is for the purpose of, and limited to,
discussions and consultation regarding any root cause analysis or to
expedite any delivery or quality issues, and shall
not
be for the
purpose of in-process inspections by IDEXX;
and
|
|
d)
|
All
personnel visiting shall (i) be bound by the terms of this agreement, (ii)
be bound by the confidential disclosure agreements previously executed by
IDEXX and Moss, and (iii) comply with MOSS' safety and security
policies.
|
Approved
May 21, 2003
|
|
Restated
on February 22, 2006
|
|
Restated
on January 1, 2008
|
|
Restated
on May 6, 2009
|
(i)
|
the
Participant’s Separation from
Service;
|
(ii)
|
the
date the Participant becomes
Disabled;
|
(iii)
|
the
Participant’s date of death;
|
|
(iv)
|
the
time(s) specified by the Participant in his or her deferral election,
subject to such requirements as the Plan Administrator may impose
consistent with Code Section 409A;
|
|
(v)
|
a
Change in Control of the Company;
or
|
(vi)
|
the
occurrence of an Unforeseeable
Emergency.
|
1)
|
I
have reviewed this report on Form 10-Q for the quarter ended June 30, 2010
of IDEXX Laboratories, 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(s) 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
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report, based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5)
|
The
registrant’s other certifying officer(s) 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):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
July 23, 2010
|
/s/ Jonathan W. Ayers
|
|
Jonathan
W. Ayers, Chairman,
|
||
President
and Chief Executive Officer
|
1)
|
I
have reviewed this report on Form 10-Q for the quarter ended June 30, 2010
of IDEXX Laboratories, 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(s) 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
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report, based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5)
|
The
registrant’s other certifying officer(s) 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):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
July 23, 2010
|
/s/ Merilee Raines
|
|
Merilee
Raines
|
||
Corporate
Vice President and Chief Financial Officer
|
(1)
|
The
Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
/s/ Jonathan W.
Ayers
|
|
July
23, 2010
|
Jonathan
W. Ayers, Chairman,
President
and Chief Executive Officer
|
(1)
|
The
Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
/s/ Merilee
Raines
|
|
July
23, 2010
|
Merilee
Raines
Corporate
Vice President and
Chief
Financial Officer
|