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IDEXX LABORATORIES INC /DE - Quarter Report: 2016 June (Form 10-Q)

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

FORM 10-Q 

 

(Mark One) 

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended June 30, 2016

 

OR 

 

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from _______________ to _______________. 

  

COMMISSION FILE NUMBER: 000-19271 

  

IDEXX LABORATORIES, INC. 

(Exact name of registrant as specified in its charter) 





 

 

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)



207-556-0300

(Registrant’s telephone number, including area code)



 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No   

  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No   

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 



 

 

 

 



 

 

 

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company



  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No   

  

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s Common Stock, $0.10 par value per share,  was 89,540,618 on July 20, 2016.

  


 



IDEXX LABORATORIES, INC. 

Quarterly Report on Form 10-Q 

Table of Contents 





 

 

Item No.

 

Page



 

 



PART IFINANCIAL INFORMATION

 

Item 1.

Financial Statements (unaudited)

 



Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015



Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015



Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2016 and 2015



Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015



Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

42 

Item 4.

Controls and Procedures

43 



PART II—OTHER INFORMATION

 

Item 1.

Legal Proceedings

43 

Item 1A.

Risk Factors

43 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

44 

Item 6.

Exhibits

45 

Signatures

 

46 

Exhibit Index

 

 



 

 



  

 

 

 

 

 

 

 

 


 

 

PART I FINANCIAL INFORMATION 

Item 1.  Financial Statements. 

 

IDEXX LABORATORIES, INC. AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED BALANCE SHEETS 

(in thousands, except per share amounts) 

(Unaudited)



 

 

 

 

 

 



 

 

 

 

 

 



June 30,

 

December 31,

 



2016 

 

2015 

 



 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

$

141,139 

 

$

128,994 

 

Marketable securities

 

229,063 

 

 

213,591 

 

Accounts receivable, net of reserves of $4,896 in 2016 and $5,128 in 2015

 

212,229 

 

 

188,318 

 

Inventories

 

175,688 

 

 

188,833 

 

Deferred income tax assets

 

 -

 

 

39,829 

 

Other current assets

 

62,991 

 

 

62,069 

 

Total current assets

 

821,110 

 

 

821,634 

 

Long-Term Assets:

 

 

 

 

 

 

Property and equipment, net

 

347,161 

 

 

333,026 

 

Goodwill

 

180,657 

 

 

178,934 

 

Intangible assets, net

 

49,729 

 

 

55,909 

 

Other long-term assets

 

90,584 

 

 

85,490 

 

Total long-term assets

 

668,131 

 

 

653,359 

 

TOTAL ASSETS

$

1,489,241 

 

$

1,474,993 

 



 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable

$

50,085 

 

$

52,648 

 

Accrued liabilities

 

188,842 

 

 

205,530 

 

Line of credit

 

558,000 

 

 

573,000 

 

Current portion of deferred revenue

 

25,849 

 

 

25,583 

 

Total current liabilities

 

822,776 

 

 

856,761 

 

Long-Term Liabilities:

 

 

 

 

 

 

Deferred income tax liabilities

 

16,419 

 

 

49,389 

 

Long-term debt

 

597,958 

 

 

597,085 

 

Long-term deferred revenue, net of current portion

 

30,258 

 

 

27,055 

 

Other long-term liabilities

 

30,328 

 

 

28,698 

 

Total long-term liabilities

 

674,963 

 

 

702,227 

 

Total liabilities

 

1,497,739 

 

 

1,558,988 

 



 

 

 

 

 

 

Commitments and Contingencies (Note 13)

 

 

 

 

 

 



 

 

 

 

 

 

Stockholders’ Deficit:

 

 

 

 

 

 

Common stock, $0.10 par value: Authorized: 120,000 shares;  Issued:  102,831 and 102,237 shares in 2016 and 2015, respectively

 

10,283 

 

 

10,258 

 

Additional paid-in capital

 

972,360 

 

 

940,534 

 

Deferred stock units: Outstanding: 231 and 240 units in 2016 and 2015, respectively

 

5,482 

 

 

5,409 

 

Retained earnings

 

431,577 

 

 

318,356 

 

Accumulated other comprehensive loss

 

(35,465)

 

 

(42,265)

 

Treasury stock, at cost: 13,271 and 12,242 shares in 2016 and 2015, respectively

 

(1,392,875)

 

 

(1,316,417)

 

Total IDEXX Laboratories, Inc. stockholders’ deficit

 

(8,638)

 

 

(84,125)

 

Noncontrolling interest

 

140 

 

 

130 

 

Total stockholders’ deficit

 

(8,498)

 

 

(83,995)

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$

1,489,241 

 

$

1,474,993 

 



 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.





  

 

 

3 

 


 

IDEXX LABORATORIES, INC. AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 

(in thousands, except per share amounts) 

(Unaudited) 

 





 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

 

For the Six Months Ended



 

June 30,

 

 

June 30,



 

 

2016 

 

 

2015 

 

 

 

2016 

 

 

2015 



 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenue

 

$

284,887 

 

$

251,210 

 

 

$

533,952 

 

$

483,313 

Service revenue

 

 

181,682 

 

 

162,133 

 

 

 

350,167 

 

 

312,507 

Total revenue

 

 

466,569 

 

 

413,343 

 

 

 

884,119 

 

 

795,820 

Cost of Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenue

 

 

108,910 

 

 

91,203 

 

 

 

206,541 

 

 

174,573 

Cost of service revenue

 

 

97,116 

 

 

89,383 

 

 

 

189,498 

 

 

172,946 

Total cost of revenue

 

 

206,026 

 

 

180,586 

 

 

 

396,039 

 

 

347,519 

Gross profit

 

 

260,543 

 

 

232,757 

 

 

 

488,080 

 

 

448,301 



 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

76,652 

 

 

75,217 

 

 

 

156,481 

 

 

150,353 

General and administrative

 

 

54,317 

 

 

44,920 

 

 

 

103,612 

 

 

87,519 

Research and development

 

 

25,412 

 

 

24,317 

 

 

 

50,032 

 

 

49,323 

Income from operations

 

 

104,162 

 

 

88,303 

 

 

 

177,955 

 

 

161,106 

Interest expense

 

 

(8,204)

 

 

(7,259)

 

 

 

(16,508)

 

 

(13,563)

Interest income

 

 

928 

 

 

559 

 

 

 

1,748 

 

 

984 

Income before provision for income taxes

 

 

96,886 

 

 

81,603 

 

 

 

163,195 

 

 

148,527 

Provision for income taxes

 

 

29,680 

 

 

24,665 

 

 

 

49,964 

 

 

45,011 

Net income

 

 

67,206 

 

 

56,938 

 

 

 

113,231 

 

 

103,516 

Less: Net income attributable to noncontrolling interest

 

 

 

 

26 

 

 

 

10 

 

 

10 

Net income attributable to IDEXX Laboratories, Inc. stockholders

 

$

67,202 

 

$

56,912 

 

 

$

113,221 

 

$

103,506 



 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.75 

 

$

0.61 

 

 

$

1.26 

 

$

1.10 

Diluted

 

$

0.74 

 

$

0.60 

 

 

$

1.25 

 

$

1.09 

Weighted Average Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

89,824 

 

 

93,384 

 

 

 

89,874 

 

 

93,829 

Diluted

 

 

90,817 

 

 

94,306 

 

 

 

90,858 

 

 

94,934 



 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.





  

 

4 

 


 

 

IDEXX LABORATORIES, INC. AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 

(in thousands) 

(Unaudited) 

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

 

For the Six Months Ended



 

June 30,

 

 

June 30,



 

 

2016 

 

 

 

2015 

 

 

 

2016 

 

 

 

2015 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

67,206 

 

 

$

56,938 

 

 

$

113,231 

 

 

$

103,516 

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(1,278)

 

 

 

7,298 

 

 

 

9,186 

 

 

 

(12,934)

Unrealized gain (loss) on net investment hedge

 

 

1,307 

 

 

 

737 

 

 

 

(917)

 

 

 

737 

Unrealized gain (loss) on investments, net of tax expense of $45 and $115 in 2016 and $12 and $31 in 2015

 

 

120 

 

 

 

(26)

 

 

 

325 

 

 

 

Unrealized gain (loss) on derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss), net of tax (benefit) expense of $804 and ($639) in 2016 and ($1,233) and $1,849 in 2015

 

 

1,825 

 

 

 

(2,885)

 

 

 

(1,441)

 

 

 

4,300 

Less: reclassification adjustment for losses (gains) included in net income, net of tax benefit (expense) of $54 and ($116) in 2016 and ($1,451) and ($2,704) in 2015

 

 

76 

 

 

 

(3,350)

 

 

 

(353)

 

 

 

(6,314)

Unrealized gain (loss) on derivative instruments

 

 

1,901 

 

 

 

(6,235)

 

 

 

(1,794)

 

 

 

(2,014)

Other comprehensive gain (loss), net of tax

 

 

2,050 

 

 

 

1,774 

 

 

 

6,800 

 

 

 

(14,204)

Comprehensive income

 

 

69,256 

 

 

 

58,712 

 

 

 

120,031 

 

 

 

89,312 

Less: comprehensive income attributable to noncontrolling interest

 

 

 

 

 

26 

 

 

 

10 

 

 

 

10 

Comprehensive income attributable to IDEXX Laboratories, Inc.

 

$

69,252 

 

 

$

58,686 

 

 

$

120,021 

 

 

$

89,302 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.



  

 

 

 

 

5 

 


 

IDEXX LABORATORIES, INC. AND SUBSIDIARIES 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) 

(Unaudited) 



 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

For the Six Months Ended

 



 

June 30,

 



 

 

2016 

 

 

 

2015 

 



 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

Net income

 

$

113,231 

 

 

$

103,516 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

38,210 

 

 

 

32,944 

 

Impairment charge

 

 

2,228 

 

 

 

 -

 

Provision for uncollectible accounts

 

 

252 

 

 

 

1,448 

 

Provision for (benefit of) deferred income taxes

 

 

1,516 

 

 

 

(2,055)

 

Share-based compensation expense

 

 

9,927 

 

 

 

9,642 

 

Other

 

 

1,540 

 

 

 

417 

 

Tax benefit from share-based compensation arrangements

 

 

(4,791)

 

 

 

(8,746)

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(23,647)

 

 

 

(57,126)

 

Inventories

 

 

214 

 

 

 

(16,023)

 

Other assets and liabilities

 

 

(7,726)

 

 

 

5,203 

 

Accounts payable

 

 

99 

 

 

 

(2,992)

 

Deferred revenue

 

 

3,088 

 

 

 

(706)

 

Net cash provided by operating activities

 

 

134,141 

 

 

 

65,522 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(37,868)

 

 

 

(46,873)

 

Purchase of marketable securities

 

 

(123,809)

 

 

 

(190,370)

 

Proceeds from the sale and maturities of marketable securities

 

 

108,115 

 

 

 

10,039 

 

Acquisitions of a business, net of cash acquired

 

 

 -

 

 

 

(383)

 

Net cash used by investing activities

 

 

(53,562)

 

 

 

(227,587)

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Repayments on revolving credit facilities, net

 

 

(15,000)

 

 

 

(51,000)

 

Debt issue costs

 

 

(57)

 

 

 

(127)

 

Issuance of long-term debt

 

 

 -

 

 

 

250,097 

 

Repurchases of common stock

 

 

(76,536)

 

 

 

(220,097)

 

Proceeds from exercises of stock options and employee stock purchase plans

 

 

17,554 

 

 

 

15,650 

 

Payment of acquisition-related contingent consideration

 

 

(2,717)

 

 

 

 -

 

Tax benefit from share-based compensation arrangements

 

 

4,791 

 

 

 

8,746 

 

Net cash (used) provided by financing activities

 

 

(71,965)

 

 

 

3,269 

 

Net effect of changes in exchange rates on cash

 

 

3,531 

 

 

 

(588)

 

Net increase (decrease) in cash and cash equivalents

 

 

12,145 

 

 

 

(159,384)

 

Cash and cash equivalents at beginning of period

 

 

128,994 

 

 

 

322,536 

 

Cash and cash equivalents at end of period

 

$

141,139 

 

 

$

163,152 

 



 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2

  

 

6 

 


 



IDEXX LABORATORIES, INC. AND SUBSIDIARIES 

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

(Unaudited)

  

 

NOTE 1.      BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION 

 

The accompanying condensed consolidated financial statements of IDEXX Laboratories, Inc. and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the requirements of Regulation S-X, Rule 10-01 for financial statements required to be filed as a part of this Quarterly Report on Form 10-Q. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to "IDEXX," the "Company," "we," "our" or "us" refer to IDEXX Laboratories, Inc. and its subsidiaries.

 

The accompanying condensed consolidated financial statements include the accounts of IDEXX Laboratories, Inc. and our wholly-owned and majority-owned subsidiaries. We do not have any variable interest entities for which we are the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. 



The accompanying condensed consolidated financial statements reflect, in the opinion of our management, all adjustments necessary for a fair statement of our financial position and results of operations. All such adjustments are of a recurring nature. The consolidated balance sheet data at December 31, 2015 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year or any future period. These condensed consolidated financial statements should be read in conjunction with this Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 and our Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Annual Report”) filed with the U.S. Securities and Exchange Commission (“SEC”).



For the six months ended June 30, 2016, changes in stockholders’ equity included (i) changes in other comprehensive income reflected in the condensed consolidated statements of comprehensive income; (ii) changes in common stock and additional paid-in capital reflected in the condensed consolidated statements of cash flows (including share-based compensation expense, proceeds from exercise of stock options and employee stock purchase plans, tax benefit from share-based compensation arrangements and repurchases of common stock); (iii) noncontrolling interest; and (iv) net income.



Reclassifications



Certain prior year amounts have been reclassified to conform with the current year presentation. Reclassifications had no material impact on previously reported results of operations, financial position or cash flows.



Note 2.      ACCOUNTING POLICIES  



Significant Accounting Policies



The significant accounting policies used in preparation of these condensed consolidated financial statements for the three and six months ended June 30, 2016 are consistent with those discussed in Note 2 to the consolidated financial statements in our 2015 Annual Report, except as noted below.



New Accounting Pronouncements Adopted



Deferred Income Taxes



During the first quarter of 2016, the Company early adopted Financial Accounting Standards Board (“FASB”) amendments which require us to classify all deferred tax assets and liabilities as noncurrent within our condensed consolidated balance sheet. In accordance with the FASB’s permitted transition guidance, we applied this guidance prospectively and did not revise our prior period balance sheet presentation for the effects of these amendments. These amendments did not have a material impact on our financial statements.



7 

 


 

Deferred Financing Costs



Effective January 1, 2016, the Company adopted FASB amendments that require debt issuance costs related to a recognized debt liability be presented within the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This reclassification of the presentation of deferred financing costs did not have a material impact on other long-term assets or long-term debt amounts reported in our June 30, 2016 condensed consolidated balance sheet and additionally would not have a material impact on such amounts reported in a prior period. As such, these amendments have been reflected prospectively in 2016; prior period amounts have not been revised for the effects of this amendment. 



The FASB confirmed in August 2015 that the aforementioned amendments did not address the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. For line-of-credit arrangements, borrowers have the option of presenting debt issuance costs as an asset which is subsequently amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any related outstanding borrowings. As such, we continue to present deferred financing costs associated with our unsecured revolving credit facility within other long-term assets in the accompanying condensed consolidated balance sheets. Following recognition within the condensed consolidated balance sheets, all deferred financing costs are amortized to interest expense using the effective interest rate method over the term of the related debt agreement. These amendments did not have a material impact on our financial statements.



Additional Pronouncements



During the three and six months ended June  30, 2016, the adoption of other effective FASB amendments addressing measurement-period adjustments for business combinations, accounting for cloud computing arrangements that include a software license, and to the fair value hierarchy of investments measured at net asset value did not have a material impact on our financial statements.



New Accounting Pronouncements Not Yet Adopted



In May 2014, the FASB issued an amendment which will replace most of the existing revenue recognition guidance within U.S. GAAP. The core principle of this guidance is that an entity should recognize revenue for the transfer of goods or services to customers in an amount that it expects to be entitled to receive for those goods or services. In doing so, companies will be required to make certain judgments and estimates, including identifying contract performance obligations, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price among separate performance obligations. Additionally, the amendment requires disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, significant judgments reached in the application of the guidance and assets recognized from the costs to obtain or fulfill a contract. In July 2015, the FASB voted to defer the effective date of the amendment to apply to public business entities for annual and interim periods ending after December 15, 2017. The amendment allows for two methods of adoption: a full retrospective method or a modified retrospective approach with the cumulative effect recognized at the date of initial application. We are in the process of determining the method of adoption and the impact of this amendment on our consolidated financial statements.



In August 2014, the FASB issued an amendment that requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The amendment in this update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for one year after the date that the financial statements are issued and to provide related footnote disclosures. In doing so, the amendment should reduce diversity in the timing and content of footnote disclosures. The amendment in this update applies to all entities and is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This amendment is not expected to have a material impact on our financial statements.



In February 2015, the FASB issued amendments which change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities, placing more emphasis on risk of loss when determining a controlling financial interest. The amendments in this update apply to all entities and are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. These amendments are not expected to have a material impact on our financial statements.



8 

 


 

In July 2015, the FASB issued amendments which simplify the existing guidance which requires entities to subsequently measure inventory at the lower of cost or market value. Under the amendments, an entity should measure inventory valued using a first-in, first-out or average cost method at the lower of cost or net realizable value, which is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This update is effective for public business entities during fiscal years beginning after December 15, 2016. Early adoption is permitted. These amendments are not expected to have a material impact on our financial statements.



In February 2016, the FASB issued amendments to increase transparency and comparability among organizations’ leasing arrangements. The principal difference from previous guidance is that effective upon adoption, the lease assets and lease liabilities arising from operating leases will be recognized in the statement of financial position. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In transition, we are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, including the option to utilize a number of practical expedients. We are in the process of evaluating our lessee and lessor arrangements to determine the impact of this amendment on our consolidated financial statements.



In March 2016, the FASB issued amendments which simplify several aspects of the accounting for share-based payment transactions, including income tax consequences, recognition of stock compensation award forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The most significant change resulting from these amendments is recording all the tax effects related to share-based payments at settlement through the income statement. Under existing guidance, tax benefits in excess of compensation costs (“windfalls”) are recorded in equity. Similarly, tax deficiencies below compensation costs (“shortfalls”) are recorded in equity to the extent of previous windfalls, while shortfalls in excess of this are recorded to the income statement. For public business entities, this update is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. We are in the process of determining the method of adoption and the impact of these amendments on our consolidated financial statements.



In June 2016, the FASB issued amendments that requires financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the increases or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security. The update requires consideration of a broader range of reasonable and supportable information and is intended to provide financial statement users with more useful information about expected credit losses. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for fiscal year beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. We are in the process of determining the impact of these amendments on our consolidated financial statements.



NOTE 3.      SHARE-BASED COMPENSATION 

 

The fair value of options, restricted stock units, deferred stock units and employee stock purchase rights awarded during the three and six months ended June 30, 2016 totaled $1.7 million and $25.7 million, respectively, as compared to $1.8 million and $23.8 million for the three and six months ended June 30, 2015.  The total unrecognized compensation expense, net of estimated forfeitures, for unvested share-based compensation awards outstanding at June 30, 2016 was $50.5 million, which will be recognized over a weighted average period of approximately 2.1 years. 

 

We determine the assumptions used in the valuation of option awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at each grant date. As such, we may use different assumptions for options granted throughout the year. Option awards are granted with an exercise price equal to the closing market price of our common stock at the date of grant. We have never paid any cash dividends on our common stock, and we have no intention to pay such a dividend at this time; therefore, we assume that no dividends will be paid over the expected terms of option awards. 



9 

 


 

The weighted averages of the valuation assumptions used to determine the fair value of each option award on the date of grant and the weighted average estimated fair values were as follows: 

 



 

 

 

 

 

 

 



 

For the Six Months Ended



 

June 30,



 

 

2016 

 

 

2015 

 



 

 

 

 

 

 

 

Expected stock price volatility

 

 

25 

%

 

23 

%

Expected term, in years

 

 

5.7 

 

 

5.6 

 

Risk-free interest rate

 

 

1.2 

%

 

1.5 

%



 

 

 

 

 

 

 

Weighted average fair value of options granted

 

$

17.84 

 

$

19.72 

 







Note 4.      marketable securities



The amortized cost and fair value of marketable securities were as follows (in thousands):





 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2016

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

144,591 

 

$

131 

 

$

(45)

 

$

144,677 

 

Asset backed securities

 

 

28,263 

 

 

70 

 

 

 -

 

 

28,333 

 

Certificates of deposit

 

 

20,800 

 

 

 -

 

 

 -

 

 

20,800 

 

Commercial paper

 

 

18,224 

 

 

 -

 

 

 -

 

 

18,224 

 

U.S. government bonds

 

 

12,601 

 

 

21 

 

 

 -

 

 

12,622 

 

Agency bonds

 

 

2,400 

 

 

 

 

 -

 

 

2,401 

 

Municipal bonds

 

 

1,400 

 

 

 

 

 -

 

 

1,405 

 

International government bonds

 

 

601 

 

 

 -

 

 

 -

 

 

601 

 

Total marketable securities

 

$

228,880 

 

$

228 

 

$

(45)

 

$

229,063 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

 

 

Amortized Cost

 

 

Gross Unrealized Gains

 

 

Gross Unrealized Losses

 

 

Fair Value

 



 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

177,810 

 

$

24 

 

$

(221)

 

$

177,613 

 

U.S. government bonds

 

 

12,881 

 

 

 -

 

 

(10)

 

 

12,871 

 

Agency bonds

 

 

12,068 

 

 

 -

 

 

(3)

 

 

12,065 

 

Certificates of deposit

 

 

3,500 

 

 

 -

 

 

 -

 

 

3,500 

 

Commercial paper

 

 

3,491 

 

 

 -

 

 

 -

 

 

3,491 

 

International government bonds

 

 

1,462 

 

 

 -

 

 

(3)

 

 

1,459 

 

Municipal bonds

 

 

1,400 

 

 

 -

 

 

(1)

 

 

1,399 

 

Treasury bill

 

 

1,192 

 

 

 

 

 -

 

 

1,193 

 

Total marketable securities

 

$

213,804 

 

$

25 

 

$

(238)

 

$

213,591 

 



As of June 30, 2016, unrealized losses on marketable securities that have been in a continuous loss position for more than twelve months were not material. Our portfolio of marketable securities had an average AA- credit rating as of June 30, 2016. There were no marketable securities that we consider to be other-than-temporarily impaired as of June 30, 2016.



Remaining contractual maturities of marketable securities were as follows (in thousands):







 

 

 

 

 

 

 

As of June 30, 2016

 

 

Amortized Cost

 

 

Fair Value

 



 

 

 

 

 

 

 

Due in one year or less

 

$

192,177 

 

$

192,284 

 

Due after one year through three years

 

 

36,703 

 

 

36,779 

 



 

$

228,880 

 

$

229,063 

 



 



10 

 


 

Note 5.      Inventories  

 

Inventories, which are stated at the lower of cost (first-in, first-out) or market, include material, conversion costs and inbound freight charges. The components of inventories were as follows (in thousands)





 

 

 

 

 

 

 



 

June 30,

 

December 31,

 



 

 

2016 

 

 

2015 

 



 

 

 

 

 

 

 

Raw materials

 

$

31,487 

 

$

31,184 

 

Work-in-process

 

 

15,936 

 

 

18,698 

 

Finished goods

 

 

128,265 

 

 

138,951 

 

Inventories

 

$

175,688 

 

$

188,833 

 



  



Note 6.       Goodwill and Intangible Assets, NET 

 

The increase in goodwill during the six months ended June 30, 2016 resulted from changes in foreign currency exchange rates. The decrease in intangible assets other than goodwill during the six months ended June 30, 2016 resulted primarily from the continued amortization of our intangible assets and an impairment charge related to our OPTI® Medical line of business, partly offset by changes in foreign currency exchange rates.



During the first half of 2016, management reviewed the OPTI Medical product offerings. As a result of this review, we discontinued our product development activities in the human point-of-care medical diagnostics market during March 2016 and focused our commercial efforts in this market on supporting our latest generation OPTI CCA-TS2 Blood Gas and Electrolyte Analyzer. Management identified unfavorable trends in our OPTI Medical line of business resulting from this change in strategy. We revised our forecasts downward, causing us to assess the realizability of the related tangible and intangible assets and determined the expected future cash flows were less than the carrying value of the OPTI Medical asset group. Non-cash intangible asset impairments of $2.2 million were recorded within our condensed consolidated statement of operations for the six months ended June 30, 2016. As of June 30, 2016, the intangibles associated with our human point-of-care medical diagnostics market were fully written off.



NOTE 7.      Other current and long-term ASSETS 



Other current assets consisted of the following (in thousands):

 





 

 

 

 

 

 

 



 

June 30,

 

December 31,

 



 

 

2016 

 

 

2015 

 



 

 

 

 

 

 

 

Prepaid expenses

 

$

26,195 

 

$

27,244 

 

Taxes receivable

 

 

13,195 

 

 

11,792 

 

Customer acquisition costs, net

 

 

16,786 

 

 

16,412 

 

Other assets

 

 

6,815 

 

 

6,621 

 

Other current assets

 

$

62,991 

 

$

62,069 

 



Other long-term assets consisted of the following (in thousands):  





 

 

 

 

 

 

 



 

June 30,

 

December 31,

 



 

 

2016 

 

 

2015 

 



 

 

 

 

 

 

 

Investment in long-term product supply arrangements

 

$

11,918 

 

$

12,165 

 

Customer acquisition costs, net

 

 

45,681 

 

 

43,570 

 

Other assets

 

 

32,985 

 

 

29,755 

 

Other long-term assets

 

$

90,584 

 

$

85,490 

 







11 

 


 

Note 8.      Accrued liabilities 

 

Accrued liabilities consisted of the following (in thousands):





 

 

 

 

 

 

 



 

June 30,

 

December 31,

 



 

2016 

 

2015 

 



 

 

 

 

 

 

 

Accrued expenses

 

$

58,484 

 

$

65,665 

 

Accrued employee compensation and related expenses

 

 

64,967 

 

 

77,027 

 

Accrued taxes

 

 

20,418 

 

 

18,963 

 

Accrued customer programs

 

 

44,973 

 

 

43,875 

 

Accrued liabilities

 

$

188,842 

 

$

205,530 

 









  

  



Note 9.      Repurchases of common STOCK 

 



We primarily acquire shares by repurchases in the open market. However, we also acquire shares that are surrendered by employees in payment for the minimum required withholding taxes due on the vesting of restricted stock units and the settlement of deferred stock units, otherwise referred to herein as employee surrenders.



We issue shares of treasury stock upon the vesting of certain restricted stock units and upon the exercise of certain stock options. The number of shares of treasury stock issued during both the three and six months ended June 30, 2016 and 2015 was not material.



The following is a summary of our open market common stock repurchases, reported on a trade date basis, and shares acquired through employee surrender for the three and six months ended June 30, 2016 and 2015 (in thousands, except per share amounts)





 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

For the Six Months Ended



 

June 30,

 

June 30,



 

2016 

 

2015 

 

2016 

 

2015 



 

 

 

 

 

 

 

 

 

 

 

 

Shares repurchased1

 

 

269 

 

 

1,415 

 

 

977 

 

 

3,133 

Shares acquired through employee surrender1

 

 

 

 

 

 

54 

 

 

64 

Total shares repurchased1

 

 

271 

 

 

1,417 

 

 

1,031 

 

 

3,197 



 

 

 

 

 

 

 

 

 

 

 

 

Cost of shares repurchased

 

$

23,260 

 

$

93,461 

 

$

72,975 

 

$

227,108 

Cost of employee surrenders

 

 

203 

 

 

195 

 

 

3,732 

 

 

5,061 

Total cost of shares repurchased

 

$

23,463 

 

$

93,656 

 

$

76,707 

 

$

232,169 



 

 

 

 

 

 

 

 

 

 

 

 

Average cost per share

 

$

86.46 

 

$

66.07 

 

$

74.38 

 

$

72.63 

 _____________

(1)

Shares repurchased and acquired through employee surrender for payment of minimum required withholding taxes on and before June 15, 2015 and the associated average cost per share have been adjusted to reflect the June 15, 2015 two-for-one stock split.  Actual shares repurchased were approximately 890,000 for the three months ended June 30, 2015 and 1,749,000 for the six months ended June 30, 2015.



 



Note 10.      Income Taxes 

 

Our effective income tax rate was 30.6% for both the three and six months ended June 30, 2016, as compared to 30.2% and 30.3% for the three and six months ended June 30, 2015, respectively. The increase in our effective rate for the three and six months ended June 30, 2016, as compared to the same periods of the prior year, was primarily related to an earnings mix, with relatively higher earnings subject to domestic tax rates as opposed to lower international tax rates, including the impact of foreign currency exchange rates. This increase in effective tax rates, period over period, was mostly offset by the U.S. R&D tax credit. There was no available R&D tax credit during the period ending June 30, 2015 because the credit had not yet been extended.  In December 2015, the R&D tax credit was permanently extended with retroactive application to January 1, 2015. As a result, we fully recognized the related 2015 tax benefit entirely in the fourth quarter of 2015. 



12 

 


 

Note 11.    ACCUMULATED OTHER Comprehensive Income  

 

The changes in accumulated other comprehensive income (“AOCI”), net of tax, for the six months ended June 30, 2016 consisted of the following (in thousands)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended June 30, 2016

 

 

Unrealized (Loss) Gain on Investments, Net of Tax

 

 

Unrealized Gain on Derivative Instruments, Net of Tax

 

 

Unrealized Gain on Net Investment Hedge, Net of Tax

 

 

Cumulative Translation Adjustment

 

 

Total

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2015

 

$

(225)

 

$

2,217 

 

$

1,894 

 

$

(46,151)

 

$

(42,265)

 

Other comprehensive income (loss) before reclassifications

 

 

325 

 

 

(1,441)

 

 

(917)

 

 

9,186 

 

 

7,153 

 

Gains reclassified from accumulated other comprehensive income

 

 

 -

 

 

(353)

 

 

-

 

 

-

 

 

(353)

 

Balance as of June 30, 2016

 

$

100 

 

$

423 

 

$

977 

 

$

(36,965)

 

$

(35,465)

 

















The following is a summary of reclassifications out of AOCI for the three and six months ended June 30, 2016 and 2015 (in thousands):







 

 

 

 

 

 

 

 

 

Details about AOCI Components

 

Affected Line Item in the Statement Where Net Income is Presented

 

 

Amounts Reclassified from AOCI For the Three Months Ended June 30,

 



 

 

 

 

2016 

 

 

2015 

 

Gains (losses) on derivative instruments classified as cash flow hedges included in net income:

 

 

 

 

 

 

 

 

 

Foreign currency exchange contracts

 

Cost of revenue

 

$

81 

 

$

5,066 

 

Interest rate swaps

 

Interest expense

 

 

(211)

 

 

(265)

 



 

Total (loss) gain before tax

 

 

(130)

 

 

4,801 

 



 

Tax (benefit) expense

 

 

(54)

 

 

1,451 

 



 

(Loss) gain, net of tax

 

$

(76)

 

$

3,350 

 



 

 

 

 

 

 

 

 

 

Details about AOCI Components

 

Affected Line Item in the Statement Where Net Income is Presented

 

 

Amounts Reclassified from AOCI For the Six Months Ended June 30,

 



 

 

 

 

2016 

 

 

2015 

 

Gains on derivative instruments classified as cash flow hedges included in net income:

 

 

 

 

 

 

 

 

 

Foreign currency exchange contracts

 

Cost of revenue

 

$

890 

 

$

9,545 

 

Interest rate swaps

 

Interest expense

 

 

(421)

 

 

(527)

 



 

Total gains before tax

 

 

469 

 

 

9,018 

 



 

Tax expense

 

 

116 

 

 

2,704 

 



 

Gains, net of tax

 

$

353 

 

$

6,314 

 





Note 12.    Earnings per Share  

 

Basic earnings per share is computed by dividing net income attributable to IDEXX Laboratories, Inc. stockholders by the weighted average number of shares of common stock and vested deferred stock units outstanding during the year. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options and assumed issuance of unvested restricted stock units and unvested deferred stock units using the treasury stock method unless the effect is anti-dilutive. The treasury stock method assumes that proceeds, including cash received from the exercise of employee stock options, the total unrecognized compensation expense for unvested share-based compensation awards and the tax benefits resulting from share-based compensation tax deductions in excess of the related expense recognized for financial reporting purposes, would be used to purchase our common stock at the average market price during the period. Vested deferred stock units outstanding are included in shares outstanding for basic and diluted earnings per share because the associated shares of our common stock are issuable for no cash consideration, the number of shares of our common stock to be issued is fixed and issuance is not contingent. See Note 4 to the consolidated financial statements in our 2015 Annual Report for additional information regarding deferred stock units.  

13 

 


 



The following is a reconciliation of weighted average shares outstanding for basic and diluted earnings per share for the three and six months ended June 30, 2016 and 2015 (in thousands):   

 



 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

For the Six Months Ended



 

June 30,

 

June 30,



 

2016 

 

2015 

 

2016 

 

2015 



 

 

 

 

 

 

 

 

Shares outstanding for basic earnings per share

 

89,824 

 

93,384 

 

89,874 

 

93,829 



 

 

 

 

 

 

 

 

Shares outstanding for diluted earnings per share:

 

 

 

 

 

 

 

 

Shares outstanding for basic earnings per share

 

89,824 

 

93,384 

 

89,874 

 

93,829 

Dilutive effect of share-based payment awards

 

993 

 

922 

 

984 

 

1,105 



 

90,817 

 

94,306 

 

90,858 

 

94,934 

 

 

Certain options to acquire shares and restricted stock units have been excluded from the calculation of shares outstanding for diluted earnings per share because they were anti-dilutive. The following table presents information concerning those anti-dilutive options and restricted stock units for the three and six months ended June  30, 2016 and 2015 (in thousands): 

 



 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

For the Six Months Ended



 

June 30,

 

June 30,



 

2016 

 

2015 

 

2016 

 

2015 



 

 

 

 

 

 

 

 

Weighted average number of shares underlying anti-dilutive options

 

533 

 

995 

 

1,092 

 

756 



 

 

 

 

 

 

 

 

Weighted average number of shares underlying anti-dilutive restricted stock units

 

 -

 

131 

 

 -

 

99 



  

Note 13.    Commitments, Contingencies and Guarantees 

 

Significant commitments, contingencies and guarantees at June  30, 2016 are consistent with those discussed in Note 14 to the consolidated financial statements in our 2015 Annual Report. 

 

Note 14.     Segment Reporting 

  

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer. Our reportable segments include diagnostic and information technology-based products and services for the veterinary market, which we refer to as the Companion Animal Group (“CAG”), water quality products (“Water”) and diagnostic products and services for livestock and poultry health and to ensure the quality and safety of milk and food, which we refer to as Livestock, Poultry and Dairy (“LPD”). Our Other operating segment combines and presents products for the human point-of-care medical diagnostics market with our pharmaceutical product line and our out-licensing arrangements because they do not meet the quantitative or qualitative thresholds for reportable segments.



Certain costs are not allocated to our operating segments and are instead reported under the caption “Unallocated Amounts”. These costs include costs that do not align with one of our existing operating segments or are cost prohibitive to allocate, which primarily consist of our R&D function, regional or country expenses, certain foreign currency revaluation gains and losses on monetary balances in currencies other than our subsidiaries’ functional currency and unusual items. Corporate support function costs (such as information technology, facilities, human resources, finance and legal), health benefits and incentive compensation are charged to our business segments at pre-determined budgeted amounts or rates. Differences from these pre-determined budgeted amounts or rates are captured within Unallocated Amounts.



Effective January 1, 2016, we modified our management reporting to the CODM to provide a more comprehensive view of the performance of our operating segments by including the capitalization of variances between standard and actual manufacturing costs, which adjusts the timing of cost recognition from when the variance is created to the period in which the related inventory is sold. Prior to January 1, 2016, the capitalization and subsequent recognition of these variances were not allocated to our operating segments and were instead reported under the caption “Unallocated Amounts”.

14 

 


 



The segment gross profit and income (loss) from operations within this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2015 has been retrospectively revised to reflect the changes to our segment performance metrics described above. 



The following is a summary of segment performance for the three and six months ended June  30, 2016 and 2015 (in thousands):





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three Months Ended June 30,

 



 

 

CAG

 

Water

 

LPD

 

Other

 

Unallocated Amounts

 

Consolidated Total

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

400,223 

 

$

27,829 

 

$

32,856 

 

$

5,661 

 

$

 -

 

$

466,569 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

91,019 

 

$

12,743 

 

$

5,069 

 

$

(920)

 

$

(3,749)

 

$

104,162 

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,276)

 

Income before provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

96,886 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,680 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

67,206 

 

Less: Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to IDEXX  Laboratories, Inc. stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

67,202 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

351,620 

 

$

25,051 

 

$

32,059 

 

$

4,613 

 

$

 -

 

$

413,343 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

68,085 

 

$

11,951 

 

$

6,579 

 

$

(933)

 

$

2,621 

 

$

88,303 

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,700)

 

Income before provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81,603 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,665 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,938 

 

Less: Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26 

 

Net income attributable to IDEXX  Laboratories, Inc. stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

56,912 

 

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six Months Ended June 30,

 



 

 

CAG

 

Water

 

LPD

 

Other

 

Unallocated Amounts

 

Consolidated Total

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

757,862 

 

$

51,381 

 

$

63,712 

 

$

11,164 

 

$

 -

 

$

884,119 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

152,397 

 

$

22,422 

 

$

9,639 

 

$

(1,757)

 

$

(4,746)

 

$

177,955 

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(14,760)

 

Income before provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

163,195 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49,964 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

113,231 

 

Less: Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10 

 

Net income attributable to IDEXX  Laboratories, Inc. stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

113,221 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

676,151 

 

$

46,749 

 

$

63,329 

 

$

9,591 

 

$

-

 

$

795,820 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

121,603 

 

$

21,312 

 

$

13,535 

 

$

(1,255)

 

$

5,911 

 

$

161,106 

 

Interest expense, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,579)

 

Income before provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

148,527 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

45,011 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,516 

 

Less: Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10 

 

Net income attributable to IDEXX  Laboratories, Inc. stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

103,506 

 



15 

 


 

The following is a summary of revenue by product and service category for the three and six months ended June  30, 2016 and 2015  (in thousands): 



 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

For the Six Months Ended



 

June 30,

 

June 30,



 

 

2016 

 

 

2015 

 

 

2016 

 

 

2015 

CAG segment revenue:

 

 

 

 

 

 

 

 

 

 

 

 

CAG Diagnostics recurring revenue:

 

$

338,298 

 

$

300,146 

 

$

643,808 

 

$

578,911 

IDEXX VetLab® consumables

 

 

114,561 

 

 

100,743 

 

 

222,520 

 

 

199,135 

IDEXX VetLab service and accessories

 

 

14,826 

 

 

14,018 

 

 

28,583 

 

 

27,548 

Rapid assay products

 

 

55,777 

 

 

52,182 

 

 

98,863 

 

 

95,819 

Reference laboratory diagnostic and consulting services

 

 

153,134 

 

 

133,203 

 

 

293,842 

 

 

256,409 

CAG Diagnostics capital - instruments

 

 

32,520 

 

 

24,064 

 

 

55,494 

 

 

44,178 

Veterinary software, services and diagnostic imaging systems (1)

 

 

29,405 

 

 

27,410 

 

 

58,560 

 

 

53,062 

CAG segment revenue

 

 

400,223 

 

 

351,620 

 

 

757,862 

 

 

676,151 



 

 

 

 

 

 

 

 

 

 

 

 

Water segment revenue

 

 

27,829 

 

 

25,051 

 

 

51,381 

 

 

46,749 

LPD segment revenue

 

 

32,856 

 

 

32,059 

 

 

63,712 

 

 

63,329 

Other segment revenue

 

 

5,661 

 

 

4,613 

 

 

11,164 

 

 

9,591 

Total revenue

 

$

466,569 

 

$

413,343 

 

$

884,119 

 

$

795,820 

(1) During the second quarter of 2016, we renamed our customer information management and diagnostic imaging systems line of business in the CAG segment to veterinary software, services and diagnostic imaging systems. Financial results were not adjusted as a result of this name change.



Note 15.     FAIR VALUE MEASUREMENTS 

 

U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.  

 

The Company has certain financial assets and liabilities that are measured at fair value on a recurring basis, certain nonfinancial assets and liabilities that may be measured at fair value on a nonrecurring basis and certain financial assets and liabilities that are not measured at fair value in our condensed consolidated balance sheets but for which we disclose the fair value. The fair value disclosures of these assets and liabilities are based on a three-level hierarchy, which is defined as follows

 

Level 1

Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date.

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.

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.

 

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We did not have any transfers between Level 1 and Level 2 or transfers in or out of Level 3 of the fair value hierarchy during the six months ended June 30, 2016. 



Our marketable debt securities are initially valued at the transaction price and are subsequently remeasured to fair value as of the balance sheet date utilizing third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches and observable market inputs to determine value. Observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers and other industry and economic events. We validate the prices provided by our third-party pricing services by obtaining independent market values from other pricing sources and analyzing pricing data in certain instances.



16 

 


 

Our foreign currency exchange contracts and interest rate swap agreements are measured at fair value on a recurring basis in our accompanying condensed consolidated balance sheets. We measure the fair value of our foreign currency exchange contracts classified as derivative instruments using an income approach, based on prevailing market forward rates less the contract rate multiplied by the notional amount. The product of this calculation is then adjusted for counterparty risk.



At December 31, 2015, we measured the fair value of our interest rate swaps classified as derivative instruments using an income approach, utilizing a discounted cash flow analysis based on the terms of the contract and the interest rate curve adjusted for counterparty risk. As of June 30, 2016, we have no outstanding interest rate swap agreements.

 

The amounts outstanding under our unsecured revolving credit facility (“Credit Facility” or “line of credit”) and senior notes (“long-term debt”) are measured at carrying value in our accompanying condensed consolidated balance sheets though we disclose the fair value of these financial instruments. We determine the fair value of the amount outstanding under our Credit Facility and long-term debt using an income approach, utilizing a discounted cash flow analysis based on current market interest rates for debt issues with similar remaining years to maturity, adjusted for applicable credit risk. Our Credit Facility and long-term debt are valued using Level 2 inputs. The estimated fair value of our Credit Facility approximates its carrying value. The estimated fair value and carrying value of our long-term debt were $635.1 million and $598.5 million, respectively, as of June 30, 2016, and $593.7 million and $597.1 million, respectively, as of December 31, 2015. 



17 

 


 

The following tables set forth our assets and liabilities that were measured at fair value on a recurring basis at June 30, 2016 and at December 31, 2015 by level within the fair value hierarchy (in thousands):



 

 

 

 

 

 

 

 

 

 

 

 



 

Quoted Prices

 

Significant

 

 

 

 

 



 

in Active

 

Other

 

Significant

 

 

 



 

Markets for

 

Observable

 

Unobservable

 

 



 

Identical Assets

 

Inputs

 

Inputs

 

Balance at

As of June 30, 2016

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

June 30, 2016



 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds(1)

 

$

9,627 

 

$

-

 

$

-

 

$

9,627 

Commercial paper(1)

 

 

-

 

 

2,398 

 

 

-

 

 

2,398 

Agency bonds(1)

 

 

-

 

 

1,399 

 

 

-

 

 

1,399 



 

 

 

 

 

 

 

 

 

 

 

 

Marketable Securities

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

-

 

 

144,677 

 

 

-

 

 

144,677 

Asset backed securities

 

 

-

 

 

28,333 

 

 

-

 

 

28,333 

Certificates of deposit

 

 

-

 

 

20,800 

 

 

-

 

 

20,800 

Commercial paper

 

 

-

 

 

18,224 

 

 

-

 

 

18,224 

U.S. government bonds

 

 

-

 

 

12,622 

 

 

-

 

 

12,622 

Agency bonds

 

 

-

 

 

2,401 

 

 

-

 

 

2,401 

Municipal bonds

 

 

-

 

 

1,405 

 

 

-

 

 

1,405 

International government bonds

 

 

-

 

 

601 

 

 

-

 

 

601 

Total marketable securities

 

 

-

 

 

229,063 

 

 

-

 

 

229,063 



 

 

 

 

 

 

 

 

 

 

 

 

Equity mutual funds(2)

 

 

2,173 

 

 

-

 

 

-

 

 

2,173 

Foreign currency exchange contracts(3)

 

 

-

 

 

4,780 

 

 

-

 

 

4,780 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange contracts(3)

 

 

-

 

 

3,683 

 

 

-

 

 

3,683 

Deferred compensation(4)

 

 

2,173 

 

 

-

 

 

-

 

 

2,173 



 

 

 

 

 

 

 

 

 

 

 

 





 

18 

 


 



 

 

 

 

 

 

 

 

 

 

 

 



 

Quoted Prices

 

Significant

 

 

 

 



 

in Active

 

Other

 

Significant

 

 



 

Markets for

 

Observable

 

Unobservable

 

 



 

Identical Assets

 

Inputs

 

Inputs

 

Balance at

As of December 31, 2015

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

December 31, 2015



 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds(1)

 

$

15,490 

 

$

-

 

$

-

 

$

15,490 

Agency bonds(1)

 

 

-

 

 

1,999 

 

 

-

 

 

1,999 

Commercial paper(1)

 

 

-

 

 

1,800 

 

 

-

 

 

1,800 



 

 

 

 

 

 

 

 

 

 

 

 

Marketable Securities

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

-

 

 

177,613 

 

 

-

 

 

177,613 

U.S. government bonds

 

 

-

 

 

12,871 

 

 

-

 

 

12,871 

Agency bonds

 

 

-

 

 

12,065 

 

 

-

 

 

12,065 

Certificates of deposit

 

 

-

 

 

3,500 

 

 

-

 

 

3,500 

Commercial paper

 

 

-

 

 

3,491 

 

 

-

 

 

3,491 

International government bonds

 

 

-

 

 

1,459 

 

 

-

 

 

1,459 

Municipal bonds

 

 

-

 

 

1,399 

 

 

-

 

 

1,399 

Treasury bills

 

 

-

 

 

1,193 

 

 

-

 

 

1,193 

Total marketable securities

 

 

-

 

 

213,591 

 

 

-

 

 

213,591 



 

 

 

 

 

 

 

 

 

 

 

 

Equity mutual funds(2)

 

 

2,264 

 

 

-

 

 

-

 

 

2,264 

Foreign currency exchange contracts(3)

 

 

-

 

 

4,876 

 

 

-

 

 

4,876 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange contracts(3)

 

 

-

 

 

1,365 

 

 

-

 

 

1,365 

Deferred compensation(4)

 

 

2,264 

 

 

-

 

 

-

 

 

2,264 

Interest rate swaps(5)

 

 

-

 

 

384 

 

 

-

 

 

384 

_____________

(1)

Money market funds, agency bonds and commercial paper with an original maturity of less than ninety days are included within cash and cash equivalents. The remaining balance of cash and cash equivalents as of June 30, 2016 and December 31, 2015 consisted of demand deposits.  Commercial paper and agency bonds with an original maturity of over ninety days are included within marketable securities.

(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. See footnote (4) below for a discussion of the related deferred compensation liability. 

(3)

Foreign currency exchange contracts are included within other current assets; other long-term assets; accrued liabilities; or other long-term liabilities depending on the gain (loss) position and anticipated settlement date.  

(4)

A deferred compensation plan assumed as part of a previous business combination is included within accrued liabilities and 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.  



The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate carrying value due to their short maturity.





19 

 


 

Note 16.    HEDGING Instruments

 

Disclosure within this note is presented to provide transparency about how and why we use derivative and non-derivative instruments (collectively “hedging instruments”), how the instruments and related hedged items are accounted for, and how the instruments and related hedged items affect our financial position, results of operations and cash flows.  

 

We are exposed to certain risks related to our ongoing business operations. The primary risks that we manage by using hedging instruments are foreign currency exchange risk and interest rate risk. Our subsidiaries enter into foreign currency exchange contracts to manage the exchange risk associated with their forecasted intercompany inventory purchases and sales for the next year. From time to time, we may also enter into other foreign currency exchange contracts or foreign-denominated debt issuances to minimize the impact of foreign currency fluctuations associated with specific balance sheet exposures,  including net investments in certain foreign subsidiaries. We enter into interest rate swaps to minimize the impact of interest rate fluctuations associated with borrowings under our variable-rate Credit Facility. 

 

The primary purpose of our foreign currency hedging activities is to protect against the volatility associated with foreign currency transactions, including transactions denominated in euro, British pound, Japanese yen, Canadian dollar, Australian dollar and Swiss franc. We also utilize natural hedges to mitigate our transaction and commitment exposures. Our corporate policy prescribes the range of allowable hedging activity. We enter into foreign currency exchange contracts with well-capitalized multinational financial institutions, and we do not hold or engage in transactions involving hedging instruments for purposes other than risk management. Our accounting policies for these contracts are based on the designation of such instruments as hedging transactions.   



We recognize all hedging instruments on the balance sheet at fair value at the balance sheet date. Instruments that do not qualify for hedge accounting treatment must be recorded at fair value through earnings. To qualify for hedge accounting treatment, cash flow and net investment hedges must be highly effective in offsetting changes to expected future cash flows or fair value on hedged transactions. If the instrument qualifies for hedge accounting, changes in the fair value of the hedging instrument from the effective portion of the hedge are deferred in AOCI, net of tax, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. We immediately record in earnings the extent to which a hedging instrument is not effective in achieving offsetting changes in fair value. We de-designate hedging instruments from hedge accounting when the likelihood of the hedged transaction occurring becomes less than probable. For de-designated instruments, the gain or loss from the time of de-designation through maturity of the instrument is recognized in earnings. Any gain or loss in AOCI at the time of de-designation is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. See Note 11 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for further information regarding the effect of hedging instruments on the condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015.



We enter into master netting arrangements with the counterparties to our derivative transactions which permit certain outstanding receivables and payables to be offset in the event of default. Our derivative contracts do not require either party to post cash collateral. We elect to present our derivative assets and liabilities in the accompanying condensed consolidated balance sheets on a gross basis. All cash flows related to our foreign currency exchange contracts and interest rate swaps are classified as operating cash flows, which is consistent with the cash flow treatment of the underlying items being hedged. 

 

Cash Flow Hedges 

 

We have designated our foreign currency exchange contracts and variable-to-fixed interest rate swaps as cash flow hedges as these derivative instruments mitigate the exposure to variability in the cash flows of forecasted transactions attributable to foreign currency exchange and interest rates. Unless noted otherwise, we have also designated our derivative instruments as qualifying for hedge accounting treatment.   

 

We did not de-designate any instruments from hedge accounting treatment during the three and six months ended June 30, 2016 or 2015. Gains or losses related to hedge ineffectiveness recognized in earnings during the three and six months ended June 30, 2016 and 2015 were not material.  At June 30, 2016, the estimated amount of net gains, net of income tax expense, which are expected to be reclassified out of AOCI and into earnings within the next 12 months, is $0.4 million if exchange and interest rates do not fluctuate from the levels at June 30, 2016. 

 

20 

 


 

We hedge approximately 85% of the estimated exposure from intercompany product purchases and sales denominated in the euro, British pound, Canadian dollar, Japanese yen, Australian dollar and Swiss franc. We have additional unhedged foreign currency exposures related to foreign services and emerging markets where it is not practical to hedge. We primarily utilize foreign currency exchange contracts with durations of less than 24 months. Quarterly, we enter into contracts to hedge incremental portions of anticipated foreign currency transactions for the current and following year. As a result, our risk with respect to foreign currency exchange rate fluctuations and the notional value of foreign currency exchange contracts may vary throughout the year. The U.S. dollar is the currency purchased or sold in all of our foreign currency exchange contracts. The notional amount of foreign currency exchange contracts to hedge forecasted intercompany inventory purchases and sales totaled $163.2 million and $176.1 million at June 30, 2016 and December 31, 2015, respectively.

 

We had entered into forward fixed interest rate swap agreements to manage the economic effect of variable interest obligations on amounts borrowed under the terms of our Credit Facility. From March 30, 2012 to June 30, 2016, the variable interest rate associated with $40 million of borrowings outstanding under the Credit Facility was effectively fixed at 1.36% plus the range of applicable interest rate fixed credit spreads (“Credit Spread”).  From March 28, 2013 to June 30, 2016, the variable interest rate associated with an additional $40 million of borrowings outstanding under the Credit Facility was effectively fixed at 1.64% plus the Credit Spread. As of June 30, 2016, we have no outstanding interest rate swap agreements.



Net Investment Hedge



In June 2015, we issued and sold through a private placement an aggregate principal amount of €88.9 million (approximately $100 million) in euro-denominated 1.785% Series C Senior Notes due June 18, 2025. We have designated these euro-denominated notes as a hedge of our euro net investment in certain foreign subsidiaries to reduce the volatility in stockholders’ equity caused by changes in foreign currency exchange rates in the euro relative to the U.S. dollar. As a result of this designation, gains and losses from the change in translated U.S. dollar value of these euro-denominated notes are recorded in AOCI rather than to earnings. We recorded a $1.3 million gain and a $0.9 million loss, net of income tax, within AOCI as a result of this net investment hedge for the three and six months ended June 30, 2016, respectively. The related cumulative unrealized gain recorded at June 30, 2016 will not be reclassified in earnings until the complete or substantially complete liquidation of the net investment in the hedged foreign operations or a portion of the hedge no longer qualifies for hedge accounting treatment. See Note 11 to the consolidated financial statements included in our 2015 Annual Report for further information regarding the issuance of these euro-denominated notes.



Fair Values of Hedging Instruments Designated as Hedges in Consolidated Balance Sheets



 

The fair values of hedging instruments and their respective classification on the condensed consolidated balance sheets and amounts subject to offset under master netting arrangements consisted of the following (in thousands)



 

 

 

 

 

 

 

 



 

 

 

Hedging Assets



 

 

 

 

June 30,

 

 

December 31,



 

 

 

 

2016 

 

 

2015 



 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments

 

Balance Sheet Classification

 

 

 

 

 

 

Foreign currency exchange contracts

 

Other current assets

 

$

4,057 

 

$

4,876 

Foreign currency exchange contracts

 

Other long-term assets, net

 

 

723 

 

 

 -

Total derivative instruments presented as cash flow hedges on the balance sheet

 

 

4,780 

 

 

4,876 

Gross amounts subject to master netting arrangements not offset on the balance sheet

 

 

2,316 

 

 

1,268 

Net amount

 

 

 

$

2,464 

 

$

3,608 

21 

 


 







 

 

 

 

 

 

 

 



 

 

 

Hedging Liabilities



 

 

 

 

June 30,

 

 

December 31,



 

 

 

 

2016 

 

 

2015 



 

 

 

 

 

 

 

 

Derivatives designated as hedging instruments

 

Balance Sheet Classification

 

 

 

 

 

 

Foreign currency exchange contracts

 

Accrued liabilities

 

$

3,025 

 

$

1,365 

Foreign currency exchange contracts

 

Other long-term liabilities

 

 

658 

 

 

 -

Interest rate swaps

 

Accrued liabilities

 

 

 -

 

 

384 

Total derivative instruments presented as cash flow hedges on the balance sheet

 

 

3,683 

 

 

1,749 

Foreign currency borrowings designated as net investment hedge on the balance sheet

 

Long-term debt

 

 

98,543 

 

 

97,085 

Total hedging instruments presented on the balance sheet

 

 

102,226 

 

 

98,834 

Gross amounts subject to master netting arrangements not offset on the balance sheet

 

 

2,316 

 

 

1,268 

Net amount

 

 

 

$

99,910 

 

$

97,566 



The effect of derivative instruments designated as cash flow hedges on the condensed consolidated balance sheets consisted of the following (in thousands):



 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Gain (Loss) Recognized in AOCI on Derivative Instruments (Effective Portion)



 

 

For the Three Months Ended

 

For the Six Months Ended



 

 

June 30,

 

June 30,

Derivative instruments

 

 

 

2016 

 

 

2015 

 

 

2016 

 

 

2015 



 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedging derivatives:

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange contracts, net of tax

 

 

$

1,770 

 

$

(6,349)

 

$

(2,036)

 

$

(2,170)

Interest rate swaps, net of tax

 

 

 

131 

 

 

114 

 

 

242 

 

 

156 

Total cash flow hedges

 

 

$

1,901 

 

$

(6,235)

 

$

(1,794)

 

$

(2,014)







22 

 


 



Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations. 

 

This Quarterly Report on Form 10-Q contains statements which, to the extent they are not statements of historical fact, constitute “forward-looking statements.” Such forward-looking statements about our business and expectations within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), include statements relating to future revenue growth rates, business trends, earnings and other measures of financial performance;  the effect of economic downturns on our business performance; projected impact of foreign currency exchange rates; demand for our products; realizability of assets; future cash flow and uses of cash; future repurchases of common stock; future levels of indebtedness and capital spending; interest expense; warranty expense; share-based compensation expense; future commercial efforts; and competition. Forward-looking statements can be identified by the use of words such as “expects,” “may,” “anticipates,” “intends,” “would,” “will,” “plans,” “believes,” “estimates,” “should,” and similar words and expressions. These forward-looking statements are intended to provide our current expectations or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Annual Report”) and this Quarterly Report on Form 10-Q, as well as those described from time to time in our other periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”).



Any forward-looking statements represent our estimates only as of the day this Quarterly Report on Form 10-Q was first filed with the SEC and should not be relied upon as representing our estimates as of any subsequent date. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates or expectations change.  



You should read the following discussion and analysis in conjunction with our 2015 Annual Report that includes additional information about us, our results of operations, our financial position and our cash flows, and with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

§

Business Overview 

 

Operating Segments. We operate primarily through three business segments: diagnostic and information technology-based products and services for the veterinary market, which we refer to as the Companion Animal Group (“CAG”), water quality products (“Water”) and diagnostic products and services for livestock and poultry health and to ensure the quality and safety of milk and food, which we refer to as Livestock, Poultry and Dairy (“LPD”). Our Other operating segment combines and presents products for the human point-of-care medical diagnostics market (“OPTI Medical”) with our pharmaceutical product line and our out-licensing arrangements because they do not meet the quantitative or qualitative thresholds for reportable segments. 



CAG develops, designs, manufactures and distributes products and performs services for veterinarians and the bioresearch market, primarily related to diagnostics and information management. Water develops, designs, manufactures and distributes a range of products used in the detection of various microbiological parameters in water. LPD develops, designs, manufactures and distributes diagnostic tests and related instrumentation and performs services that are used to manage the health status of livestock and poultry, to improve bovine reproductive efficiency, and to ensure the quality and safety of milk and food. OPTI Medical manufactures and distributes point-of-care electrolyte and blood gas analyzers and related consumable products for the human medical diagnostics market.



During the second quarter of 2016, we renamed our customer information management and diagnostic imaging systems line of business in the CAG segment to veterinary software, services and diagnostic imaging systems. Financial results were not adjusted as a result of this name change.



Certain costs are not allocated to our operating segments and are instead reported under the caption “Unallocated Amounts”. These costs include costs that do not align with one of our existing operating segments or are cost prohibitive to allocate, which primarily consist of our R&D function, regional or country expenses, certain foreign currency revaluation gains and losses on monetary balances in currencies other than our subsidiaries’ functional currency and unusual items. Corporate support function costs (such as information technology, facilities, human resources, finance and legal), health benefits and incentive compensation are charged to our business segments at pre-determined budgeted amounts or rates. Differences from these pre-determined budgeted amounts or rates are captured within Unallocated Amounts.



23 

 


 

Effective January 1, 2016, we modified our management reporting to the Chief Operating Decision Maker to provide a more comprehensive view of the performance of our operating segments by including the capitalization of variances between standard and actual manufacturing costs, which adjusts the timing of cost recognition from when the variance is created to the period in which the related inventory is sold. Prior to January 1, 2016, the capitalization and subsequent recognition of these variances were not allocated to our operating segments and were instead reported under the caption “Unallocated Amounts”.



The segment gross profit and income (loss) from operations within this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2015 has been retrospectively revised to reflect the changes to our segment performance metrics described above. The following is a summary of restated segment gross profit from operations for the three and six months ended June 30, 2015:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

 

 

 

Net Impact of Standard Cost

 

 

For the Three

 

 

 



 

Months Ended

 

 

 

Variance Capitalization and

 

 

Months Ended

 

Adjusted

Gross Profit

 

June 30, 2015

 

Percent of

 

Subsequent Recognition

 

 

June 30, 2015

 

Percent of

(dollars in thousands)

 

As Previously Reported

 

Revenue

 

to the Operating Segments

 

 

As Adjusted

 

Revenue



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

192,546 

 

54.8% 

 

$

210 

 

$

192,756 

 

54.8% 

Water

 

 

18,016 

 

71.9% 

 

 

(3)

 

 

18,013 

 

71.9% 

LPD

 

 

19,486 

 

60.8% 

 

 

684 

 

 

20,170 

 

62.9% 

Other

 

 

2,361 

 

51.2% 

 

 

(696)

 

 

1,665 

 

36.1% 

Unallocated Amounts

 

 

348 

 

N/A

 

 

(195)

 

 

153 

 

N/A

    Total Company

 

$

232,757 

 

56.3% 

 

$

 -

 

$

232,757 

 

56.3% 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

 

 

 

Net Impact of Standard Cost

 

 

For the Six

 

 

 



 

Months Ended

 

 

 

Variance Capitalization and

 

 

Months Ended

 

Adjusted

Gross Profit

 

June 30, 2015

 

Percent of

 

Subsequent Recognition

 

 

June 30, 2015

 

Percent of

(dollars in thousands)

 

As Previously Reported

 

Revenue

 

to the Operating Segments

 

 

As Adjusted

 

Revenue



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

368,391 

 

54.5% 

 

$

1,299 

 

$

369,690 

 

54.7% 

Water

 

 

33,262 

 

71.2% 

 

 

(101)

 

 

33,161 

 

70.9% 

LPD

 

 

38,489 

 

60.8% 

 

 

1,689 

 

 

40,178 

 

63.4% 

Other

 

 

4,962 

 

51.7% 

 

 

(824)

 

 

4,138 

 

43.1% 

Unallocated Amounts

 

 

3,197 

 

N/A

 

 

(2,063)

 

 

1,134 

 

N/A

    Total Company

 

$

448,301 

 

56.3% 

 

$

 -

 

$

448,301 

 

56.3% 



24 

 


 

The following is a summary of restated segment operating income (loss) from operations for the three and six months ended June 30, 2015:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

 

 

 

Net Impact of Standard Cost

 

 

For the Three

 

 

 



 

Months Ended

 

 

 

Variance Capitalization and

 

 

Months Ended

 

Adjusted

Operating Income (Loss)

 

June 30, 2015

 

Percent of

 

Subsequent Recognition

 

 

June 30, 2015

 

Percent of

(dollars in thousands)

 

As Previously Reported

 

Revenue

 

to the Operating Segments

 

 

As Adjusted

 

Revenue



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

67,875 

 

19.3% 

 

$

210 

 

$

68,085 

 

19.4% 

Water

 

 

11,954 

 

47.7% 

 

 

(3)

 

 

11,951 

 

47.7% 

LPD

 

 

5,895 

 

18.4% 

 

 

684 

 

 

6,579 

 

20.5% 

Other

 

 

(237)

 

(5.1%)

 

 

(696)

 

 

(933)

 

(20.2%)

Unallocated Amounts

 

 

2,816 

 

N/A

 

 

(195)

 

 

2,621 

 

N/A

    Total Company

 

$

88,303 

 

21.4% 

 

$

 -

 

$

88,303 

 

21.4% 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

 

 

 

Net Impact of Standard Cost

 

 

For the Six

 

 

 



 

Months Ended

 

 

 

Variance Capitalization and

 

 

Months Ended

 

Adjusted

Operating Income (Loss)

 

June 30, 2015

 

Percent of

 

Subsequent Recognition

 

 

June 30, 2015

 

Percent of

(dollars in thousands)

 

As Previously Reported

 

Revenue

 

to the Operating Segments

 

 

As Adjusted

 

Revenue



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

120,304 

 

17.8% 

 

$

1,299 

 

$

121,603 

 

18.0% 

Water

 

 

21,413 

 

45.8% 

 

 

(101)

 

 

21,312 

 

45.6% 

LPD

 

 

11,846 

 

18.7% 

 

 

1,689 

 

 

13,535 

 

21.4% 

Other

 

 

(431)

 

(4.5%)

 

 

(824)

 

 

(1,255)

 

(13.1%)

Unallocated Amounts

 

 

7,974 

 

N/A

 

 

(2,063)

 

 

5,911 

 

N/A

    Total Company

 

$

161,106 

 

20.2% 

 

$

 -

 

$

161,106 

 

20.2% 



Effects of Certain Factors and Trends on Results of Operations 

 

Distributor Purchasing and Inventories. We employ an all-direct sales strategy in the U.S.; however we continue to sell our products through third party distributors in certain markets. When selling our products through distributors, changes in distributors’ inventory levels can impact our reported sales, and these changes may be affected by many factors, which may not be directly related to underlying demand for our products by veterinary practices, which are the end-users. We do not believe the impact of changes in these distributors’ inventories had or would have a material impact on our growth rates in the relevant periods.



Currency Impact. For the three and six months ended June 30, 2016,  approximately 29% and 28%, respectively, of our consolidated revenue was derived from products manufactured in the U.S. and sold internationally in local currencies, as compared to 25% for both the three and six months ended June 30, 2015.  Strengthening of the U.S. dollar exchange rate relative to other currencies has a negative impact on our revenues derived in currencies other than the U.S. dollar and on profits of products manufactured in the U.S. and sold internationally, and a weakening of the U.S. dollar has the opposite effect. Similarly, to the extent that the U.S. dollar is stronger in current or future periods relative to the exchange rates in effect in the corresponding prior periods, our growth rate will be negatively affected. The impact of foreign currency denominated operating expenses and foreign currency denominated supply contracts partly offsets this exposure. Additionally, our designated hedges of intercompany inventory purchases and sales help delay the impact of certain exchange rate fluctuations on non-U.S. denominated revenues. See “Part II, Item 7A. Quantitative and Qualitative Disclosure About Market Risks” included in our 2015 Annual Report for additional information regarding currency impact. Our future income tax expense could also be affected by changes in the mix of earnings, including as a result of changes in the rate of exchange for the U.S. dollar relative to currencies in countries with differing statutory tax rates.  See “Part I, Item 1A. Risk Factors” included in our 2015 Annual Report for additional information regarding tax impacts.  



25 

 


 

Our foreign currency exchange impacts are comprised of three components: 1) revenues and expenses denominated in a foreign currency; 2) the impact of hedge contracts; and 3) intercompany and monetary balances for our subsidiaries that are denominated in a currency that is different from the functional currency used by each subsidiary. As of June 30, 2016, based on projected revenues and expenses, excluding the impact of intercompany and trade balances denominated in currencies other than the functional subsidiary currencies, we estimate a 10% strengthening of the U.S. dollar would reduce operating income for the remainder of 2016 by approximately $6 million. The impact of the intercompany and monetary balances referred to in the third component above have been excluded, as they are transacted at multiple times during the year and we are not able to reliably forecast the impact that changes in exchange rates would have on our operating income.

 

The impact on revenue resulting from changes in foreign currency exchange rates is not a measure defined by accounting principles generally accepted in the United States of America (“U.S. GAAP”), otherwise referred to herein as a non-GAAP financial measure. We calculate the impact on revenue resulting from changes in foreign currency exchange rates by applying the difference between the weighted average exchange rates during the current year period and the comparable prior year period applied to foreign currency denominated revenues for the prior year period. As exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of results normalized for changes in currency in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods.



During the three and six months ended June 30, 2016, as compared to the same period of the prior year, changes in foreign currency exchange rates decreased total company revenue by approximately $2.8 million and $10.4 million respectively, due primarily to the strengthening of the U.S. dollar against the British pound and Canadian dollar. Foreign currency hedging gains did not have a significant impact on total company operating income and diluted earnings per share for the three months ended June 30, 2016 and increased total company operating income by $0.9 million and diluted earnings per share $0.01 during the six months ended June 30, 2016. During the same periods of the prior year, foreign currency hedging gains increased total company operating income by $5.1 and $9.5 million and diluted earnings per share by $0.04 and $0.07, respectively. Net of these lower relative foreign currency hedging gains, changes in foreign currency exchange rates reduced total company operating income by $7.2 million and diluted earnings per share by $0.06 during the three months ended June 30, 2016 and reduced total company operating income by $13.3 million and diluted earnings per share by $0.11 during the six months ended June 30, 2016.



At our current currency exchange rate assumptions as compared to actual 2015 exchange rates, we anticipate that the strengthening of the U.S. dollar relative to major foreign currencies in which we transact will decrease total company revenue by approximately $13.0 million for the full year ending December 31, 2016. Foreign currency hedging gains are expected to increase total company operating income by $4.0 million and diluted earnings per share by $0.03 in the year ending December 31, 2016 as compared to a total company operating income increase of $21.2 million and a $0.16 increase in diluted earnings per share in the year ended December 31, 2015. Net of these lower relative foreign currency hedging gains, changes in foreign currency exchange rates are expected to reduce total company operating income by $23.4 million and diluted earnings per share by $0.20. The above estimate incorporates actual exchange rates for the six months ended June 30, 2016 and assumes that the value of the U.S. dollar relative to other currencies will reflect the euro at $1.10, the British pound at $1.30, the Canadian dollar at $0.77, the Australian dollar at $0.75 and the Japanese yen at ¥104 to the U.S. dollar for the remainder of 2016.

 

Effects of Economic Conditions. Demand for our products and services is vulnerable to changes in the economic environment, including slow economic growth, high unemployment and credit availability. Negative or cautious consumer sentiment can lead to reduced or delayed consumer spending, resulting in a decreased number of patient visits to veterinary clinics. Unfavorable economic conditions can impact sales of instruments and diagnostic imaging systems, which are larger capital purchases for veterinarians. Additionally, economic turmoil can cause our customers to remain sensitive to the pricing of our products and services. In the U.S., we monitor patient visits and clinic revenue data provided by a subset of our CAG customers. Although this data is a limited sample and susceptible to short-term impacts such as weather, which may affect the number of patient visits in a given period, we believe that this data provides a fair and meaningful long-term representation of the trend in patient visit activity in the U.S., providing us insight regarding demand for our products and services.



Economic conditions can also affect the purchasing decisions of our Water and LPD business customers. Water testing volumes may be susceptible to declines in discretionary testing for existing home and commercial sales and in mandated testing as a result of decreases in home and commercial construction. Testing volumes may also be impacted by severe weather conditions such as drought. In addition, fiscal difficulties can also reduce government funding for water and livestock testing programs.  

 

We believe that the diversity of our products and services and the geographic diversity of our markets partially mitigate the potential effects of the economic environment and negative consumer sentiment on our revenue growth rates.



26 

 


 

Effects of Patent Expiration. Although the Company has several patents and licenses of patents and technologies from third parties that expired during 2015 and are expected to expire during 2016 and 2017, the expiration of these patents or licenses, individually or in the aggregate, is not expected to have a material effect on the Company’s financial position or future operations due to a range of factors including our brand strength and reputation in the marketplace; the breadth, quality and integration of our product offerings; our existing customer relationships and our customer support; our sales force; the applicable regulatory approval status for certain products; our continued investments in innovative product improvements that often result in new technologies and/or additional patents; and our significant know-how, scale and investments related to manufacturing processes of associated product offerings. See “Part I. Item 1. Business -  Patents and Licenses” of our 2015 Annual Report for more information.



§

Critical Accounting Policies and Estimates 

 

The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The critical accounting policies and the significant judgments and estimates used in the preparation of our condensed consolidated financial statements for the three and six months ended June 30, 2016 are consistent with those discussed in our 2015 Annual Report in the section under the heading “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”  

 

§

Results of Operations 

 

The following revenue analysis and discussion focuses on organic revenue growth, and references in this analysis and discussion to “revenue,” “revenues” or “revenue growth” are references to “organic revenue growth.” Organic revenue growth is a non-GAAP financial measure and represents the percentage change in revenue during the three and six months ended June 30, 2016, as compared to the same periods for the prior year, net of the effect of changes in foreign currency exchange rates, acquisitions and divestitures. Organic revenue growth should be considered in addition to, and not as a replacement for, or as a superior measure to, revenues reported in accordance with U.S. GAAP, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting organic revenue growth provides useful information to investors by facilitating easier comparisons of our revenue performance with prior and future periods and to the performance of our peers. We exclude the effect of changes in foreign currency exchange rates because changes in foreign currency exchange rates are not under management’s control, are subject to volatility and can obscure underlying business trends. We exclude the effect of acquisitions and divestitures because the nature, size and number of these transactions can vary dramatically from period to period, require or generate cash as an inherent consequence of the transaction, and therefore can also obscure underlying business and operating trends.



Organic revenue growth and the percentage changes in revenue from foreign currency exchange rates and acquisitions are non-GAAP financial measures. See the subsection above titled “Effects of Certain Factors and Trends on Results of Operations – Currency Impact for a description of the calculation of the percentage change in revenue resulting from changes in foreign currency exchange rates. The percentage change in revenue resulting from acquisitions represents incremental revenues attributable to acquisitions that have occurred since the beginning of the prior year period.

 

27 

 


 

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015 

 

Revenue 

 

Total Company. The following table presents revenue by operating segment: 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

For the Three

 

 

 

 

 

Percentage

 

Percentage

 

Organic

Net Revenue

 

Months Ended

 

Months Ended

 

Dollar

 

Percentage

 

Change from

 

Change from

 

Revenue

(dollars in thousands)

 

June 30, 2016

 

June 30, 2015

 

Change

 

Change

 

Currency

 

Acquisitions

 

Growth



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

400,223 

 

$

351,620 

 

$

48,603 

 

13.8% 

 

(0.2%)

 

0.5% 

 

13.5% 

Water

 

 

27,829 

 

 

25,051 

 

 

2,778 

 

11.1% 

 

(1.2%)

 

-

 

 

12.3% 

LPD

 

 

32,856 

 

 

32,059 

 

 

797 

 

2.5% 

 

(1.6%)

 

-

 

 

4.1% 

Other

 

 

5,661 

 

 

4,613 

 

 

1,048 

 

22.7% 

 

0.2% 

 

-

 

 

22.5% 

    Total

 

$

466,569 

 

$

413,343 

 

$

53,226 

 

12.9% 

 

(0.4%)

 

0.5% 

 

12.8% 



U.S. and International Revenue. The following table provides further analysis of total company revenue by domestic and international markets: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

For the Three

 

 

 

 

 

Percentage

 

Percentage

 

Organic

Net Revenue

 

Months Ended

 

Months Ended

 

Dollar

 

Percentage

 

Change from

 

Change from

 

Revenue

(dollars in thousands)

 

June 30, 2016

 

June 30, 2015

 

Change

 

Change

 

Currency

 

Acquisitions

 

Growth



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

285,758 

 

$

254,242 

 

$

31,516 

 

12.4% 

 

-

 

 

0.2%  12.2% 

International

 

 

180,811 

 

 

159,101 

 

 

21,710 

 

13.6% 

 

(1.0%)

 

0.8% 

 

13.8% 

    Total

 

$

466,569 

 

$

413,343 

 

$

53,226 

 

12.9% 

 

(0.4%)

 

0.5% 

 

12.8% 



The increase in both U.S. and international organic revenues was driven by CAG Diagnostics recurring revenue primarily resulting from higher sales volumes. The increase in organic international revenues was driven primarily by growth in Europe and the Asia-Pacific markets and, to a lesser extent, Canada and Latin America.



Companion Animal Group. The following table presents revenue by product and service category for CAG: 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

For the Three

 

 

 

 

 

Percentage

 

Percentage

 

Organic

Net Revenue

 

Months Ended

 

Months Ended

 

Dollar

 

Percentage

 

Change from

 

Change from

 

Revenue

(dollars in thousands)

 

June 30, 2016

 

June 30, 2015

 

Change

 

Change

 

Currency

 

Acquisitions

 

Growth



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG Diagnostics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

recurring revenue:

 

$

338,298 

 

$

300,146 

 

$

38,152 

 

12.7% 

 

(0.2%)

 

0.6% 

 

 

12.3% 

IDEXX VetLab® consumables

 

 

114,561 

 

 

100,743 

 

 

13,818 

 

13.7% 

 

(0.2%)

 

-

 

 

13.9% 

IDEXX VetLab service and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

accessories

 

 

14,826 

 

 

14,018 

 

 

808 

 

5.8% 

 

0.2% 

 

-

 

 

5.6% 

Rapid assay products

 

 

55,777 

 

 

52,182 

 

 

3,595 

 

6.9% 

 

0.2% 

 

-

 

 

6.7% 

Reference laboratory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

diagnostic and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

consulting services

 

 

153,134 

 

 

133,203 

 

 

19,931 

 

15.0% 

 

(0.3%)

 

1.4% 

 

 

13.9% 

CAG Diagnostics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

capital - instruments

 

 

32,520 

 

 

24,064 

 

 

8,456 

 

35.1% 

 

(0.2%)

 

-

 

 

35.3% 

Veterinary software, services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and diagnostic imaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

systems

 

 

29,405 

 

 

27,410 

 

 

1,995 

 

7.3% 

 

(0.4%)

 

-

 

 

7.7% 

    Net CAG revenue

 

$

400,223 

 

$

351,620 

 

$

48,603 

 

13.8% 

 

(0.2%)

 

0.5% 

 

13.5% 

 

The increase in CAG Diagnostics recurring revenue was due primarily to higher sales from our reference laboratory diagnostic services and of our IDEXX VetLab  consumables resulting from increased volumes and, to a lesser extent, higher realized prices.



28 

 


 

IDEXX VetLab  consumables revenue growth was due primarily to higher sales volumes in the U.S., Europe and the Asia-Pacific region for our Catalyst consumables and, to a lesser extent, ProCyte Dx  ® consumables, resulting from growth in testing by existing customers, an expanded menu of available tests and the net acquisition of new customers.  These favorable impacts were partly offset by lower consumables volumes from our VetTest  ® chemistry instrument due to customer upgrades from our previous generation VetTest to our Catalyst analyzers. IDEXX VetLab consumables revenue also benefited from higher average unit sales prices.



IDEXX VetLab service and accessories revenue growth was primarily a result of the increase in our active installed base of instruments. 



The increase in rapid assay revenue resulted from higher SNAP 4Dx® and single analyte SNAP® sales volumes, with incremental SNAP 4Dx volumes primarily attributable to the timing of our marketing programs.  We also benefitted from higher average unit sales prices on our 4Dx product line.

 

The increase in reference laboratory diagnostic and consulting services revenue was due primarily to the impact of higher testing volumes throughout our worldwide network of laboratories, most prominently in the U.S., resulting from increased testing from existing customers and the net acquisition of new customers, supported by our differentiated diagnostic technologies, such as IDEXX SDMA. Additionally, the increase in revenue was the result of higher average unit sales prices due to price increases.



CAG Diagnostics capital instrument placements, including our Sedivue Dx urinalysis instrument, which we began shipping in April 2016, drive highly profitable recurring diagnostics revenue. Our Catalyst One  ® analyzer continued to drive strong worldwide chemistry placements, while our hematology placements continued to be driven by Procyte Dx in Europe and the U.S. The increase in CAG Diagnostics capital instruments revenue resulted from our newly launched SediVue Dx analyzer, which contributed 28% to reported and organic growth, and an increase in ProCyte Dx revenues, partly offset by lower Catalyst revenues resulting from a shift in placements from our Catalyst Dx® analyzer to our lower priced Catalyst One analyzer. 



The increase in veterinary software, services and diagnostic imaging systems revenue was due primarily to increasing veterinary subscription service revenue, higher support revenue resulting from an increase in our installed base and higher sales of diagnostic imaging systems. Higher revenues from diagnostic imaging systems resulted from fewer relative deferred revenue placements under up-front customer loyalty programs and the recognition of previously deferred revenues. These favorable factors were partially offset by fewer licensed-based Cornerstone  ® placements as we evolve to a subscription-based model for new practice management customer acquisitions, as well as lower average unit sale prices on diagnostic imaging system placements.



Water. The increase in Water revenue was attributable to all regions in which we operate, most notably from strong performance in North America, Europe and the Asia-Pacific region. Higher revenues resulted primarily from increased sales volumes and price increases of our Colilert ® test products and related accessories used in coliform and E. coli testing. We also benefitted from several large project orders during the quarter and to a lesser extent, from higher sales volumes of our products designed to detect cryptosporidium,  related to an outbreak in the United Kingdom which we expect to subside in the second half of 2016 and placements of our Quanti-Tray Sealer PLUS instrument, which we launched in June 2015.

 

Livestock, Poultry and Dairy. The increase in LPD revenue resulted from strong performance in emerging markets, most notably resulting from higher sales volumes of our swine and poultry testing products in China and Southeast Asia and increased herd health screening services in Brazil. These favorable factors were partly offset by decreased sales volumes of bovine testing products within Western Europe in large part due to the success of certain disease eradication programs in that region.

 

Other. The increase in Other revenue was due primarily to royalty revenue associated with the commercialization of certain intellectual property related to our former pharmaceutical product line.

 

29 

 


 

Gross Profit 

 

Total Company. The following table presents gross profit (loss) and gross profit percentages by operating segment: 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

 

 

For the Three

 

 

 

 

 

 

 

Gross Profit (Loss)

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

220,003 

 

55.0% 

 

$

192,756 

 

54.8% 

 

$

27,247 

 

14.1% 

Water

 

 

19,380 

 

69.6% 

 

 

18,013 

 

71.9% 

 

 

1,367 

 

7.6% 

LPD

 

 

19,178 

 

58.4% 

 

 

20,170 

 

62.9% 

 

 

(992)

 

(4.9%)

Other

 

 

2,291 

 

40.5% 

 

 

1,665 

 

36.1% 

 

 

626 

 

37.6% 

Unallocated amounts

 

 

(309)

 

N/A

 

 

153 

 

N/A

 

 

(462)

 

(302.0%)

    Total Company

 

$

260,543 

 

55.8% 

 

$

232,757 

 

56.3% 

 

$

27,786 

 

11.9% 



Gross profit increased due to higher sales, partly offset by an approximately 50 basis points decrease in the gross profit percentage. The decrease in gross profit percentage was due primarily to the unfavorable impact of currency during the three months ended June 30, 2016, as compared to the same period of the prior year, resulting from lower relative hedging gains.  Excluding currency impacts of approximately 120 basis points, gross margins increased moderately, supported by favorability in our CAG business.



Companion Animal Group. Gross profit for CAG increased due to higher sales and a slight increase in the gross profit percentage, despite approximately 90 basis points of unfavorable currency impacts during the three months ended June 30, 2016, as compared to the same period of the prior year, resulting primarily from lower relative hedging gains. The gross profit percentage increase was supported by price increases on our CAG Diagnostics recurring revenue portfolio and profitability improvements across our worldwide network of reference laboratories and from higher relative revenues from expanded subscription service offerings. These favorable impacts offset an unfavorable product mix resulting from higher relative instrument revenues and lower relative revenue from our rapid assay test kits, and increased product costs in our IDEXX VetLab and rapid assay businesses.



Water. Gross profit for Water increased due to higher sales, partly offset by a decrease in the gross profit percentage from 72% to 70%. The decrease in the gross profit percentage was due to the unfavorable impact of currency during the three months ended June 30, 2016, as compared to the same period of the prior year, resulting from lower relative hedging gains and changes in foreign currency exchange rates. Excluding currency impacts of approximately 220 basis points, the gross profit percentage increased slightly due to price increases on our Colilert testing products and related accessories.



Livestock, Poultry and Dairy. Gross profit for LPD decreased due to a reduction in the gross profit percentage from 63% to 58%, partly offset by higher sales. The decrease in the gross profit percentage resulted primarily from approximately 400 basis points of unfavorable impact from changes in foreign currency exchange rates due to hedging losses realized during the three months ending June 30, 2016, as compared to hedging gains realized during the same period of the prior year.



Other. Gross profit for Other increased due to higher sales and an increase in the gross profit percentage from 36% to 40%. The increase in the gross profit percentage resulted primarily from higher relative royalty revenue associated with the commercialization of certain intellectual property related to our former pharmaceutical product line, for which there is no associated cost of revenue, partly offset by higher overall OPTI Medical product costs.



Unallocated Amounts. Gross profit for Unallocated Amounts decreased due primarily to higher personnel-related costs. We estimate certain personnel-related costs and allocate the budgeted expenses to the operating segments. This allocation differs from the actual expense and consequently yields a difference that is reported under the caption “Unallocated Amounts.” The increase in personnel-related costs was due primarily to higher self-insured healthcare costs and higher than budgeted employee incentives reported within Unallocated Amounts during the three months ended June 30, 2016, as compared to the same period of the prior year.



30 

 


 

Operating Expenses and Operating Income 

 

Total Company. The following tables present operating expenses and operating income by operating segment: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

 

 

For the Three

 

 

 

 

 

 

 

Operating Expenses

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

128,984 

 

32.2% 

 

$

124,671 

 

35.5% 

 

$

4,313 

 

3.5% 

Water

 

 

6,637 

 

23.8% 

 

 

6,062 

 

24.2% 

 

 

575 

 

9.5% 

LPD

 

 

14,109 

 

42.9% 

 

 

13,591 

 

42.4% 

 

 

518 

 

3.8% 

Other

 

 

3,211 

 

56.7% 

 

 

2,598 

 

56.3% 

 

 

613 

 

23.6% 

Unallocated amounts

 

 

3,440 

 

N/A

 

 

(2,468)

 

N/A

 

 

5,908 

 

239.4% 

    Total Company

 

$

156,381 

 

33.5% 

 

$

144,454 

 

34.9% 

 

$

11,927 

 

8.3% 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

 

 

For the Three

 

 

 

 

 

 

 

Operating Income

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

91,019 

 

22.7% 

 

$

68,085 

 

19.4% 

 

$

22,934 

 

33.7% 

Water

 

 

12,743 

 

45.8% 

 

 

11,951 

 

47.7% 

 

 

792 

 

6.6% 

LPD

 

 

5,069 

 

15.4% 

 

 

6,579 

 

20.5% 

 

 

(1,510)

 

(23.0%)

Other

 

 

(920)

 

(16.3%)

 

 

(933)

 

(20.2%)

 

 

13 

 

1.4% 

Unallocated amounts

 

 

(3,749)

 

N/A

 

 

2,621 

 

N/A

 

 

(6,370)

 

(243.0%)

    Total Company

 

$

104,162 

 

22.3% 

 

$

88,303 

 

21.4% 

 

$

15,859 

 

18.0% 



Companion Animal Group. The following table presents CAG operating expenses by functional area: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

 

 

For the Three

 

 

 

 

 

 

 

Operating Expenses

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

66,867 

 

16.7% 

 

$

65,828 

 

18.7% 

 

$

1,039 

 

1.6% 

General and administrative

 

 

43,982 

 

11.0% 

 

 

40,767 

 

11.6% 

 

 

3,215 

 

7.9% 

Research and development

 

 

18,135 

 

4.5% 

 

 

18,076 

 

5.1% 

 

 

59 

 

0.3% 

    Total operating expenses

 

$

128,984 

 

32.2% 

 

$

124,671 

 

35.5% 

 

$

4,313 

 

3.5% 



The increase in sales and marketing expense, which reflects delays in timing for certain investments, was due primarily to higher commissions resulting from improved sales performance, partly offset by the favorable impact of changes in foreign currency exchange rates. The increase in general and administrative expense resulted primarily from information technology investments, including ongoing depreciation and maintenance associated with prior year projects, and higher personnel-related costs.  Research and development expense for the three months ended June 30, 2016 was generally consistent with the same period of the prior year.



 Water. The following table presents Water operating expenses by functional area: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

 

 

For the Three

 

 

 

 

 

 

 

Operating Expenses

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

3,268 

 

11.7% 

 

$

3,075 

 

12.3% 

 

$

193 

 

6.3% 

General and administrative

 

 

2,607 

 

9.4% 

 

 

2,214 

 

8.8% 

 

 

393 

 

17.8% 

Research and development

 

 

762 

 

2.7% 

 

 

773 

 

3.1% 

 

 

(11)

 

(1.4%)

    Total operating expenses

 

$

6,637 

 

23.8% 

 

$

6,062 

 

24.2% 

 

$

575 

 

9.5% 

 

The increase in sales and marketing expense was due primarily to higher personnel-related costs and increased market research spend. The increase in general and administrative expense was due primarily to higher personnel-related costs. Research and development expense for the three months ended June 30, 2016 was generally consistent with the same period of the prior year.

31 

 


 



Livestock, Poultry and Dairy. The following table presents LPD operating expenses by functional area: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three

 

 

 

For the Three

 

 

 

 

 

 

 

Operating Expenses

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

5,831 

 

17.7% 

 

$

5,947 

 

18.6% 

 

$

(116)

 

(2.0%)

General and administrative

 

 

5,150 

 

15.7% 

 

 

4,731 

 

14.8% 

 

 

419 

 

8.9% 

Research and development

 

 

3,128 

 

9.5% 

 

 

2,913 

 

9.1% 

 

 

215 

 

7.4% 

    Total operating expenses

 

$

14,109 

 

42.9% 

 

$

13,591 

 

42.4% 

 

$

518 

 

3.8% 

 

The decrease in sales and marketing expense was due primarily to the favorable impact of changes in foreign currency exchange rates. The increase in general and administrative expense resulted from higher personnel-related costs, including investments in emerging markets, partly offset by the favorable impact of changes in foreign currency exchange rates. The increase in research and development expense resulted from higher materials and external product development costs.

 

Other. Operating expenses for Other, which totaled $3.2 million for the three months ended June 30, 2016, increased $0.6 million, as compared to the same period of the prior year, due primarily to an intangible impairment within our OPTI Medical business, partly offset by lower amortization expense on the aforementioned intangible assets and a reduction in personnel-related costs.



During the first quarter of 2016, management reviewed our OPTI Medical product offering, which resulted in a discontinuance of our product development activities in the human point-of-care medical diagnostics market and a decision to focus our commercial efforts to support our latest generation OPTI CCA-TS2 Blood Gas and Electrolyte Analyzer.  During the second quarter of 2016, management identified unfavorable trends in our OPTI Medical business resulting from this change in strategy. We revised our forecasts downward, causing us to assess the realizability of the related tangible and intangible assets and determined the expected future cash flows were less than the carrying value of the OPTI Medical asset group. Given this, a non-cash intangible asset impairment charge of $1.1 million was recorded within our condensed consolidated statement of operations for the three months ended June 30, 2016. As of June 30, 2016, the intangibles associated with our human point-of-care medical diagnostics market were fully written off. Management has reviewed the tangible assets associated with this line of business and does not anticipate further impairments at this time.

 

Unallocated Amounts. Operating expenses that are not allocated to our operating segments increased $5.9 million to $3.4 million for the three months ended June 30, 2016, due primarily to higher personnel-related costs, certain foreign exchange losses on monetary assets due to a strengthening of the U.S. dollar relative to the euro during the second quarter of 2016 and the absence of certain state tax incentives realized during the three months ended June 30, 2015.



We estimate certain personnel-related costs and allocate these budgeted expenses to the operating segments. This allocation differs from actual expense and consequently yields a difference that is reported under the caption “Unallocated Amounts.” During the three months ended June 30, 2015, operating expenses reported in Unallocated Amounts benefitted favorably due to cost control initiatives enacted subsequent to the development of our 2015 budget. Additionally, higher personnel-related costs during the three months ended June 30, 2016 were the result of increased employee incentives and higher self-insured healthcare costs.



Interest Income and Interest Expense 

 

Interest income was $0.9 million and $0.6 million for the three months ended June 30, 2016 and 2015, respectively. The increase in interest income was due primarily to a larger relative portfolio of marketable securities during the three months ended June 30, 2016, as compared to the same period of the prior year. 

 

Interest expense was $8.2 million for the three months ended June 30, 2016, as compared to $7.3 million for the same period of the prior year. The increase in interest expense resulted from higher average relative borrowings and interest rates on our unsecured revolving credit facility (“Credit Facility”). Additionally, incremental interest was incurred in 2016 as result of approximately $250 million in senior notes that we issued and sold through private placements during the first half of 2015, for which fixed interest rates range from 1.785% to 3.72%. See Note 11 to the consolidated financial statements in our 2015 Annual Report for additional information regarding our senior notes and Credit Facility. 

 

32 

 


 

Provision for Income Taxes 

 

Our effective income tax rate was 30.6% and 30.2% for the three months ended June 30, 2016 and 2015, respectively. The increase in our effective rate for the three months ended June 30, 2016, as compared to the same period of the prior year, was primarily related to an earnings mix, with relatively higher earnings subject to domestic tax rates as opposed to lower international tax rates, including the impact of foreign currency exchange rates. This increase in effective tax rates, period over period, was mostly offset by the U.S. R&D tax credit. There was no available R&D tax credit during the period ending June 30, 2015, because the credit had not yet been extended.  In December 2015, the R&D tax credit was permanently extended with retroactive application to January 1, 2015. As a result, we fully recognized the related 2015 tax benefit entirely in the fourth quarter of 2015.   



Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015 

 

Revenue 

 

Total Company. The following table presents revenue by operating segment: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

For the Six

 

 

 

 

 

Percentage

 

Percentage

 

Organic

Net Revenue

 

Months Ended

 

Months Ended

 

Dollar

 

Percentage

 

Change from

 

Change from

 

Revenue

(dollars in thousands)

 

June 30, 2016

 

June 30, 2015

 

Change

 

Change

 

Currency

 

Acquisitions

 

Growth



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

757,862 

 

$

676,151 

 

$

81,711 

 

12.1% 

 

(0.8%)

 

0.5% 

 

12.4% 

Water

 

 

51,381 

 

 

46,749 

 

 

4,632 

 

9.9% 

 

(1.9%)

 

 -

 

11.8% 

LPD

 

 

63,712 

 

 

63,329 

 

 

383 

 

0.6% 

 

(3.2%)

 

 -

 

3.8% 

Other

 

 

11,164 

 

 

9,591 

 

 

1,573 

 

16.4% 

 

 -

 

 -

 

16.4% 

    Total

 

$

884,119 

 

$

795,820 

 

$

88,299 

 

11.1% 

 

(1.1%)

 

0.4% 

 

11.8% 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. and International Revenue. The following table provides further analysis of total company revenue by domestic and international markets: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

For the Six

 

 

 

 

 

Percentage

 

Percentage

 

Organic

Net Revenue

 

Months Ended

 

Months Ended

 

Dollar

 

Percentage

 

Change from

 

Change from

 

Revenue

(dollars in thousands)

 

June 30, 2016

 

June 30, 2015

 

Change

 

Change

 

Currency

 

Acquisitions

 

Growth



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

544,697 

 

$

489,650 

 

$

55,047 

 

11.2% 

 

-

 

 

0.2% 

 

11.0% 

International

 

 

339,422 

 

 

306,170 

 

 

33,252 

 

10.9% 

 

(2.9%)

 

0.8% 

 

13.0% 

    Total

 

$

884,119 

 

$

795,820 

 

$

88,299 

 

11.1% 

 

(1.1%)

 

0.4% 

 

11.8% 



The increase in both U.S. and international organic revenues was driven by CAG Diagnostics recurring revenue primarily resulting from higher sales volumes. The increase in organic international revenues was driven primarily by growth in Europe and the Asia-Pacific markets and, to a lesser extent, Canada and Latin America.



33 

 


 

Companion Animal Group. The following table presents revenue by product and service category for CAG:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

For the Six

 

 

 

 

 

Percentage

 

Percentage

 

Organic

Net Revenue

 

Months Ended

 

Months Ended

 

Dollar

 

Percentage

 

Change from

 

Change from

 

Revenue

(dollars in thousands)

 

June 30, 2016

 

June 30, 2015

 

Change

 

Change

 

Currency

 

Acquisitions

 

Growth



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG Diagnostics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

recurring revenue:

 

$

643,808 

 

$

578,911 

 

$

64,897 

 

11.2% 

 

(0.9%)

 

0.6% 

 

11.5% 

IDEXX VetLab consumables

 

 

222,520 

 

 

199,135 

 

 

23,385 

 

11.7% 

 

(1.0%)

 

-

 

 

12.7% 

IDEXX VetLab service and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

accessories

 

 

28,583 

 

 

27,548 

 

 

1,035 

 

3.8% 

 

(0.6%)

 

-

 

 

4.4% 

Rapid assay products

 

 

98,863 

 

 

95,819 

 

 

3,044 

 

3.2% 

 

(0.1%)

 

-

 

 

3.3% 

Reference laboratory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

diagnostic and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

consulting services

 

 

293,842 

 

 

256,409 

 

 

37,433 

 

14.6% 

 

(1.1%)

 

1.4% 

 

14.3% 

CAG Diagnostics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

capital - instruments

 

 

55,494 

 

 

44,178 

 

 

11,316 

 

25.6% 

 

(1.0%)

 

-

 

 

26.6% 

Veterinary software, services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and diagnostic imaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

systems

 

 

58,560 

 

 

53,062 

 

 

5,498 

 

10.4% 

 

(0.5%)

 

-

 

 

10.9% 

    Net CAG revenue

 

$

757,862 

 

$

676,151 

 

$

81,711 

 

12.1% 

 

(0.8%)

 

0.5% 

 

12.4% 



The increase in CAG Diagnostics recurring revenue was due primarily to higher sales from our reference laboratory diagnostic services and of our IDEXX VetLab consumables resulting from increased volumes and, to a lesser extent, higher realized prices.



IDEXX VetLab consumables revenue growth was due primarily to higher sales volumes in the U.S., Europe and the Asia-Pacific region for our Catalyst consumables and, to a lesser extent, ProCyte Dx consumables, resulting from growth in testing by existing customers, an expanded menu of available tests and the net acquisition of new customers.  These favorable impacts were partly offset by lower consumables volumes from our VetTest chemistry instrument due to customer upgrades from our previous generation VetTest to our Catalyst analyzers. IDEXX VetLab consumables revenue also benefited from higher average unit sales prices.



IDEXX VetLab service and accessories revenue growth was primarily a result of the increase in our active installed base of instruments. 



The increase in rapid assay revenue resulted from higher SNAP 4Dx and single analyte SNAP sales volumes. These favorable factors were partly offset by the unfavorable impact of lower average unit sales prices in the U.S. for certain earlier generation rapid assay products.

 

The increase in reference laboratory diagnostic and consulting services revenue was due primarily to the impact of higher testing volumes throughout our worldwide network of laboratories, most prominently in the U.S., resulting from increased testing from existing customers, the net acquisition of new customers, supported by our differentiated diagnostic technologies, such as IDEXX SDMA. Additionally, the increase in revenue was the result of higher average unit sales prices due to price increases. Testing volumes benefitted slightly from favorable weather trends experienced during the first quarter of 2016, as compared to the same period of the prior year, and an extra business day in the first half of 2016 due to a leap year.



CAG Diagnostics capital instrument placements, including our Sedivue Dx urinalysis instrument which we began shipping in April 2016, drive highly profitable recurring diagnostics revenue. Our Catalyst One analyzer continues to drive strong worldwide chemistry placements, while our hematology placements continue to be driven by Procyte Dx in Europe and the U.S. The increase in CAG Diagnostics capital instruments revenue resulted from our newly launched SediVue Dx analyzer, which contributed 15% to reported and organic growth, and higher ProCyte Dx revenues, partly offset by lower Catalyst revenues resulting from a shift in placements from our Catalyst Dx analyzer to our lower priced Catalyst One analyzer.



34 

 


 

The increase in veterinary software, services and diagnostic imaging systems revenue was due primarily to increasing diagnostic imaging systems revenue, higher veterinary subscription service revenue, higher support revenue resulting from an increase in our active installed base of diagnostic imaging and practice management systems and higher revenues resulting from an increase in our Pet Health Network Pro® subscriber base. Higher revenues from diagnostic imaging systems resulted from fewer relative deferred revenue placements under up-front customer loyalty programs and the recognition of previously deferred revenues. These favorable factors were partially offset by fewer licensed-based Cornerstone placements as we evolve to a subscription-based model for new practice management customer acquisitions, as well as lower average unit sale prices on diagnostic imaging system placements.



Water. The increase in Water revenue was attributable to all regions in which we operate, most notably from strong performance in North America, Europe and the Asia-Pacific region. Higher revenues resulted primarily from increased sales volumes and price increases of our Colilert test products and related accessories used in coliform and E. coli testing, several large project orders during the first half of 2016 and to a lesser extent, from higher sales volumes of our products designed to detect cryptosporidium,  related to an outbreak in the United Kingdom which we expect to subside in the second half of 2016 and placements of our Quanti-Tray Sealer PLUS instrument, which we launched in June 2015. Testing volumes benefitted slightly from favorable weather trends experienced during the first quarter of 2016 as compared to the same period of the prior year.

 

Livestock, Poultry and Dairy. The increase in LPD revenue resulted from strong performance in emerging markets, most notably resulting from higher sales volumes of swine, poultry and bovine pregnancy testing products in China and Southeast Asia and increased sales volumes of our dairy testing products in Brazil. We also benefitted from increased herd health screening services in Brazil and the Asia-Pacific region. These favorable factors were partly offset by decreased sales volumes of bovine testing products within Western Europe in large part due to the success of certain disease eradication programs in the region. 



Other. The increase in Other revenue was due primarily to royalty revenue associated with the commercialization of certain intellectual property related to our former pharmaceutical product line.

 

Gross Profit 

 

Total Company. The following table presents gross profit (loss) and gross profit percentages by operating segment: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

 

 

For the Six

 

 

 

 

 

 

 

Gross Profit

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

410,795 

 

54.2% 

 

$

369,690 

 

54.7% 

 

$

41,105 

 

11.1% 

Water

 

 

35,486 

 

69.1% 

 

 

33,161 

 

70.9% 

 

 

2,325 

 

7.0% 

LPD

 

 

37,155 

 

58.3% 

 

 

40,178 

 

63.4% 

 

 

(3,023)

 

(7.5%)

Other

 

 

5,214 

 

46.7% 

 

 

4,138 

 

43.1% 

 

 

1,076 

 

26.0% 

Unallocated amounts

 

 

(570)

 

N/A

 

 

1,134 

 

N/A

 

 

(1,704)

 

(150.3%)

    Total Company

 

$

488,080 

 

55.2% 

 

$

448,301 

 

56.3% 

 

$

39,779 

 

8.9% 



Gross profit increased due to higher sales, partly offset by a decrease in the gross profit percentage from 56% to 55%. The gross profit percentage decreased approximately 120 basis points from an unfavorable impact of currency during the six months ended June 30, 2016, as compared to the same period of the prior year, resulting primarily from lower relative hedging gains. Excluding these currency impacts, the gross profit percentage increased slightly, supported by higher average unit sales prices for our reference laboratory diagnostic services and IDEXX VetLab consumables and profitability improvements from higher relative revenue of our expanded subscription service offerings and across our worldwide network of reference laboratories. These favorable impacts were almost entirely offset by an increase in product costs in our VetLab, OPTI Medical and LPD lines of business and an unfavorable product mix resulting from higher relative CAG Diagnostics capital revenues and lower relative revenue from rapid assay test kits.



Companion Animal Group. Gross profit for CAG increased due to higher sales, partly offset by a decrease in the gross profit percentage from 55% to 54%. The decrease in gross profit percentage was due primarily to the unfavorable impact of currency during the six months ended June 30, 2016, as compared to the same period of the prior year, resulting from lower relative hedging gains. Excluding currency impacts of approximately 90 basis points, gross margins increased moderately, supported by price increases for our reference laboratory diagnostic services and IDEXX VetLab consumables and profitability improvements from higher relative revenue of our expanded subscription service offerings, and within our worldwide network of reference laboratories.  These benefits offset an unfavorable product mix resulting primarily from higher relative instrument revenue and lower relative revenue from our rapid assay test kits and an increase in IDEXX VetLab product costs. 



35 

 


 

Water. Gross profit for Water increased due to higher sales, partly offset by a decrease in the gross profit percentage from 71% to 69%. The decrease in the gross profit percentage was due to the unfavorable impact of currency during the six months ended June 30, 2016, as compared to the same period of the prior year, resulting from lower relative hedging gains and changes in foreign currency exchange rates. Excluding currency impacts of approximately 220 basis points, the gross profit percentage increased slightly due to price increases on our Colilert testing products and related accessories.



Livestock, Poultry and Dairy. Gross profit for LPD decreased due to a reduction in the gross profit percentage from 63% to 58%, partly offset by higher sales. The decrease in the gross profit percentage resulted primarily from approximately 430 basis points of unfavorable impact from changes in foreign currency exchange rates and higher overall product costs. The negative effect of currency resulted from hedging losses realized during the six months ending June 30, 2016, as compared to hedging gains realized during the same period of the prior year. These unfavorable factors were partly offset by the expiration of royalties on certain of our swine testing products and a favorable product mix resulting from higher relative herd health screening revenues.



Other. Gross profit for Other increased due to higher sales and an increase in the gross profit percentage from 43% to 47%. The increase in the gross profit percentage resulted primarily from higher relative royalty revenue associated with the commercialization of certain intellectual property related to our former pharmaceutical product line, partly offset by an increase in overall OPTI Medical product costs.



Unallocated Amounts. Gross profit for Unallocated Amounts decreased due primarily to higher personnel-related costs. We estimate certain personnel-related costs and allocate the budgeted expenses to the operating segments. This allocation differs from the actual expense and consequently yields a difference that is reported under the caption “Unallocated Amounts.” The increase in personnel-related costs was due primarily to higher self-insured healthcare costs and higher than budgeted employee incentives reported within Unallocated Amounts during the six months ended June 30, 2016, as compared to the same period of the prior year.



Operating Expenses and Operating Income 



Total Company. The following tables present operating expenses and operating income by operating segment:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

 

 

For the Six

 

 

 

 

 

 

 

Operating Expenses

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

258,398 

 

34.1% 

 

$

248,087 

 

36.7% 

 

$

10,311 

 

4.2% 

Water

 

 

13,064 

 

25.4% 

 

 

11,849 

 

25.3% 

 

 

1,215 

 

10.3% 

LPD

 

 

27,516 

 

43.2% 

 

 

26,643 

 

42.1% 

 

 

873 

 

3.3% 

Other

 

 

6,971 

 

62.4% 

 

 

5,393 

 

56.2% 

 

 

1,578 

 

29.3% 

Unallocated amounts

 

 

4,176 

 

N/A

 

 

(4,777)

 

N/A

 

 

8,953 

 

187.4% 

    Total Company

 

$

310,125 

 

35.1% 

 

$

287,195 

 

36.1% 

 

$

22,930 

 

8.0% 



Total Company. The following tables present operating expenses and operating income by operating segment: 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

 

 

For the Six

 

 

 

 

 

 

 

Operating Income

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAG

 

$

152,397 

 

20.1% 

 

$

121,603 

 

18.0% 

 

$

30,794 

 

25.3% 

Water

 

 

22,422 

 

43.6% 

 

 

21,312 

 

45.6% 

 

 

1,110 

 

5.2% 

LPD

 

 

9,639 

 

15.1% 

 

 

13,535 

 

21.4% 

 

 

(3,896)

 

(28.8%)

Other

 

 

(1,757)

 

(15.7%)

 

 

(1,255)

 

(13.1%)

 

 

(502)

 

(40.0%)

Unallocated amounts

 

 

(4,746)

 

N/A

 

 

5,911 

 

N/A

 

 

(10,657)

 

(180.3%)

    Total Company

 

$

177,955 

 

20.1% 

 

$

161,106 

 

20.2% 

 

$

16,849 

 

10.5% 

 

Companion Animal Group. The following table presents CAG operating expenses by functional area: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

 

 

For the Six

 

 

 

 

 

 

 

Operating Expenses

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

137,433 

 

18.1% 

 

$

132,215 

 

19.6% 

 

$

5,218 

 

3.9% 

General and administrative

 

 

85,079 

 

11.2% 

 

 

79,701 

 

11.8% 

 

 

5,378 

 

6.7% 

Research and development

 

 

35,886 

 

4.7% 

 

 

36,171 

 

5.3% 

 

 

(285)

 

(0.8%)

    Total operating expenses

 

$

258,398 

 

34.1% 

 

$

248,087 

 

36.7% 

 

$

10,311 

 

4.2% 



36 

 


 

The increase in sales and marketing expense was due primarily to increased personnel-related costs, including investments in our global sales infrastructure and higher commissions resulting from improved sales performance, partly offset by the favorable impact of changes in foreign currency exchange rates. The increase in general and administrative expense resulted primarily from information technology investments, including ongoing depreciation and maintenance associated with prior year projects, and higher personnel-related costs, partly offset by the favorable impact of changes in foreign currency exchange rates. Research and development expense for the six months ended June 30, 2016 was generally consistent with the same period of the prior year.



 Water. The following table presents Water operating expenses by functional area: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

 

 

For the Six

 

 

 

 

 

 

 

Operating Expenses

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

6,490 

 

12.6% 

 

$

5,985 

 

12.8% 

 

$

505 

 

8.4% 

General and administrative

 

 

5,105 

 

9.9% 

 

 

4,385 

 

9.4% 

 

 

720 

 

16.4% 

Research and development

 

 

1,469 

 

2.9% 

 

 

1,479 

 

3.2% 

 

 

(10)

 

(0.7%)

    Total operating expenses

 

$

13,064 

 

25.4% 

 

$

11,849 

 

25.3% 

 

$

1,215 

 

10.3% 



The increase in sales and marketing expense was due primarily to higher personnel-related costs and an increase in market research spend. The increase in general and administrative expense was due primarily to higher personnel-related costs, partly offset by the favorable impact of changes in foreign currency exchange rates. Research and development expense for the six months ended June 30, 2016 was generally consistent with the same period of the prior year, as higher personnel-related costs were offset by lower materials costs.



Livestock, Poultry and Dairy. The following table presents LPD operating expenses by functional area:  





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Six

 

 

 

For the Six

 

 

 

 

 

 

 

Operating Expenses

 

Months Ended

 

Percent of

 

Months Ended

 

Percent of

 

 

Dollar

 

Percentage

(dollars in thousands)

 

June 30, 2016

 

Revenue

 

June 30, 2015

 

Revenue

 

 

Change

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

11,410 

 

17.9% 

 

$

11,382 

 

18.0% 

 

$

28 

 

0.2% 

General and administrative

 

 

9,986 

 

15.7% 

 

 

9,402 

 

14.8% 

 

 

584 

 

6.2% 

Research and development

 

 

6,120 

 

9.6% 

 

 

5,859 

 

9.3% 

 

 

261 

 

4.5% 

    Total operating expenses

 

$

27,516 

 

43.2% 

 

$

26,643 

 

42.1% 

 

$

873 

 

3.3% 



Sales and marketing expense for the six months ended June 30, 2016 was generally consistent with the same period of the prior year as commercial infrastructure investments within emerging markets were offset by the favorable impact of changes in foreign currency exchange rates. The increase in general and administrative expense resulted from higher personnel-related costs, partly offset by the favorable impact of changes in foreign currency exchange rates. The increase in research and development expense resulted from higher external product development and material costs.

 

Other. Operating expenses for Other, which totaled $7.0 million for the six months ended June 30, 2016, increased $1.6 million, as compared to the same period of the prior year, due primarily to intangible impairments within our OPTI Medical business, partly offset by lower amortization expense on the aforementioned intangible assets and a reduction in personnel-related costs.



During the first half of 2016, management reviewed the OPTI Medical product offerings. As a result of this review, we discontinued our product development activities in the human point-of-care medical diagnostics market during March 2016 and focused our commercial efforts in this market on supporting our latest generation OPTI CCA-TS2 Blood Gas and Electrolyte Analyzer. Management identified unfavorable trends in our OPTI Medical line of business resulting from this change in strategy. We revised our forecasts downward, causing us to assess the realizability of the related tangible and intangible assets and determined the expected future cash flows were less than the carrying value of the OPTI Medical asset group. Non-cash intangible asset impairments of $2.2 million were recorded within our condensed consolidated statement of operations for the six months ended June 30, 2016.



37 

 


 

Unallocated Amounts. Operating expenses that are not allocated to our operating segments increased $9.0 million to $4.2 million for the six months ended June 30, 2016, due primarily to higher personnel-related costs and, to a lesser extent, certain foreign exchange losses on monetary assets due to a strengthening of the U.S. dollar relative to certain foreign currencies in which we transact during the first half of 2016 and the absence of certain state tax incentives realized during the six months ended June 30, 2015. We estimate certain personnel-related costs and allocate these budgeted expenses to the operating segments. This allocation differs from actual expense and consequently yields a difference that is reported under the caption “Unallocated Amounts.” During the six months ended June 30, 2015, operating expenses reported in Unallocated Amounts benefitted favorably due to cost control initiatives enacted subsequent to the development of our 2015 budget. Additionally, higher personnel-related costs during the six months ended June 30, 2016 were the result of increased employee incentives and higher self-insured healthcare costs.



Interest Income and Interest Expense 

 

Interest income was $1.7 million and $1.0 million for the six months ended June 30, 2016 and 2015, respectively. The increase in interest income was due primarily to a larger relative portfolio of marketable securities during the six months ended June 30, 2016, as compared to the same period of the prior year. 

 

Interest expense was $16.5 million for the six months ended June 30, 2016, as compared to $13.6 million for the same period of the prior year. The increase in interest expense resulted from higher relative interest incurred in 2016 as result of approximately $250 million in senior notes that we issued and sold through private placements during the first half of 2015, for which fixed interest rates range from 1.785% to 3.72%.  Additionally, the increase in interest expense was due to higher relative interest rates and average borrowings on our Credit Facility. See Note 11 to the consolidated financial statements in our 2015 Annual Report for additional information regarding our senior notes and Credit Facility.



Provision for Income Taxes 

 

Our effective income tax rate was 30.6% and 30.3% for the six months ended June 30, 2016 and 2015, respectively. The increase in our effective rate for the six months ended June 30, 2016, as compared to the same period of the prior year, was primarily related to an earnings mix, with relatively higher earnings subject to domestic tax rates as opposed to lower international tax rates, including the impact of foreign currency exchange rates. This increase in effective tax rates, period over period, was mostly offset by the U.S. R&D tax credit. There was no available R&D tax credit during the period ending June 30, 2015 because the credit had not yet been extended.  In December 2015, the R&D tax credit was permanently extended with retroactive application to January 1, 2015. As a result, we fully recognized the related 2015 tax benefit entirely in the fourth quarter of 2015. 



§

Recent Accounting Pronouncements 

 

We are evaluating the impact that several recent accounting amendments related to share-based payment transactions, leases, and revenue recognition will have on our consolidated financial statements. Other recently issued accounting pronouncements did not have and are not expected to have a significant effect on our financial condition and results of operations.



Liquidity and Capital Resources  

 

Liquidity 

 

We fund the capital needs of our business through cash on hand, funds generated from operations, proceeds from long-term senior note financings and amounts available under our $850 million Credit Facility. At June 30, 2016 and December 31, 2015, we had $370.2 million and $342.6 million, respectively, of cash, cash equivalents and marketable securities. Working capital, including our Credit Facility, totaled negative $1.7 million and negative $35.1 million, respectively, at June 30, 2016 and December 31, 2015. Additionally, at June 30, 2016, we had remaining borrowing availability of $291 million under our $850 million Credit Facility. We believe that, if necessary, we could obtain additional borrowings at similar rates to our existing borrowings to fund our growth objectives. We further believe that current cash and cash equivalents, our portfolio of short-duration marketable securities, funds generated from operations and committed borrowing availability will be sufficient to fund our operations, capital purchase requirements, and anticipated growth needs for the next twelve months. We believe that these resources, coupled with our ability, as needed, to obtain additional financing on favorable terms will also be sufficient for the foreseeable future to fund our business as currently conducted.



38 

 


 

We consider the majority of the operating earnings of certain of our non-U.S. subsidiaries to be indefinitely invested outside the U.S. No provision has been made for the payment of U.S. federal and state or international taxes that may result from future remittances of these undistributed earnings of our non-U.S. subsidiaries. Changes to this position could have adverse tax consequences. A determination of the related tax liability that would be paid on these undistributed earnings if repatriated is not practicable for several reasons, including the complexity of laws and regulations in the various jurisdictions where we operate, the varying tax treatment of potential repatriation scenarios and the timing of any future repatriation. We manage our worldwide cash requirements considering available funds among all of our subsidiaries. Our foreign cash and marketable securities are generally available without restrictions to fund ordinary business operations outside the U.S.



Of our total cash, cash equivalents and marketable securities at June 30, 2016, approximately $365.4 million was held by our foreign subsidiaries and was subject to material repatriation tax effects. We held marketable securities with original maturities of three years or less that had an average AA- credit rating as of June 30, 2016. Of the $229.1 million in marketable securities held as of June 30, 2016, approximately 63% of the fair value of our marketable securities consisted of corporate bonds, 12% consisted of asset backed securities, with the remainder consisting of agency bonds, U.S. and Canadian government bonds, municipal bonds, commercial paper and certificates of deposit. Of the $141.1 million of cash and cash equivalents held as of June 30, 2016, 90% was held as bank deposits, with the remainder invested in money market funds invested in highly liquid investment-grade and U.S. government and agency fixed-income securities, commercial paper and agency bonds with original maturities of less than ninety days. As of June 30, 2016, approximately 70% of cash, cash equivalents and marketable securities held by our foreign subsidiaries was held in U.S. dollars.



Should we require more capital in the U.S. than is generated by our operations domestically, for example to fund significant discretionary activities, we could elect to repatriate future earnings from foreign jurisdictions or raise capital in the U.S. through debt or equity issuances. These alternatives could result in higher effective tax rates or increased interest expense and other dilution of our earnings. We have borrowed funds domestically and believe we will continue to have the ability to borrow funds domestically at reasonable interest rates. 

 

The following table presents additional key information concerning working capital: 





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three Months Ended



 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,



 

 

2016 

 

 

2016 

 

 

2015 

 

 

2015 

 

 

2015 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Days sales outstanding (1)

 

 

41.5 

 

 

43.7 

 

 

43.3 

 

 

43.8 

 

 

43.7 

Inventory turns (2)

 

 

1.7 

 

 

1.6 

 

 

1.5 

 

 

1.5 

 

 

1.5 

(1) Days sales outstanding represents the average of the accounts receivable balances at the beginning and end of each quarter divided by revenue for that quarter, the result of which is then multiplied by 91.25 days.

(2) Inventory turns represent inventory-related cost of product revenue for the 12 months preceding each quarter-end divided by the inventory balance at the end of the quarter.



Sources and Uses of Cash 



The following table presents cash provided (used):





 

 

 

 

 

 

 

 

 

 



 

For the Six Months Ended June 30,

(dollars in thousands)

 

2016 

 

2015 

 

Dollar Change

 



 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

134,141 

 

$

65,522 

 

$

68,619 

 

Net cash used by investing activities

 

 

(53,562)

 

 

(227,587)

 

 

174,025 

 

Net cash (used) provided by financing activities

 

 

(71,965)

 

 

3,269 

 

 

(75,234)

 

Net effect of changes in exchange rates on cash

 

 

3,531 

 

 

(588)

 

 

4,119 

 

Net increase (decrease) in cash and cash equivalents

 

$

12,145 

 

$

(159,384)

 

$

171,529 

 



39 

 


 

Operating Activities. Cash provided by operating activities was $134.1 million for the six months ended June 30, 2016, as compared to $65.5 million for the same period of the prior year. The total of net income and net non-cash charges, excluding the impact of reclassifying the tax benefit from share-based compensation arrangements to a financing activity, was $166.9 million for the six months ended June 30, 2016, as compared to $145.9 million for the same period in 2015, resulting in incremental operating cash flows of $21.0 million driven primarily by higher net income and increased depreciation and amortization expense during the six months ended June 30, 2016. The total of changes in operating assets and liabilities and the tax benefit from share-based compensation arrangements decreased cash by $32.8 million and $80.4 million for the six months ended June 30, 2016 and 2015, respectively, resulting in an incremental increase in cash of $47.6 million. 



The following table presents cash flows from changes in operating assets and liabilities and the tax benefit from share-based compensation arrangements: 





 

 

 

 

 

 

 

 

 

 



 

For the Six Months Ended June 30,

(dollars in thousands)

 

2016 

 

2015 

 

Dollar Change

 



 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

(23,647)

 

$

(57,126)

 

$

33,479 

 

Inventories

 

 

214 

 

 

(16,023)

 

 

16,237 

 

Accounts payable

 

 

99 

 

 

(2,992)

 

 

3,091 

 

Deferred revenue

 

 

3,088 

 

 

(706)

 

 

3,794 

 

Other assets and liabilities

 

 

(7,726)

 

 

5,203 

 

 

(12,929)

 

Tax benefit from share-based compensation arrangements

 

 

(4,791)

 

 

(8,746)

 

 

3,955 

 

Total change in cash due to changes in operating assets and liabilities and the tax benefit from share-based compensation arrangements

 

$

(32,763)

 

$

(80,390)

 

$

47,627 

 

 

The decrease in cash used by accounts receivable during the six months ended June 30, 2016 resulted from the absence of one-time impacts related to our change in U.S. commercial strategy beginning in the fourth quarter of 2014. Our transition to an all-direct strategy in the U.S., including the establishment of accounts receivable directly with our U.S. end-users that previously purchased from our U.S. distribution partners, resulted in a significant use of cash during the first half of 2015. Cash provided by inventory during the six months ended June 30, 2016, as compared to cash used during the same period in the prior year, was the result of operational initiatives to optimize inventory levels following a period of inventory growth to support new products and increasing demand. Cash used by other assets and liabilities during the six months ended June 30, 2016 was the result of higher taxable income as compared to the same period in the prior year. Income tax payments were lower during the first half of 2015  resulting from one-time impacts of implementing our U.S. all-direct strategy and the benefit from the Tax Increase Prevention Act enactment late in the fourth quarter of 2014, resulting in cash provided by other assets and liabilities during the six months ended June 30, 2015.

 

We have historically experienced proportionally lower net cash flows from operating activities during the first quarter and proportionally higher cash flows from operating activities for the remainder of the year and for the annual period driven primarily by payments related to annual employee incentive programs in the first quarter following the year for which the bonuses were earned and the seasonality of vector-borne disease testing, which has historically resulted in significant increases in accounts receivable balances during the first quarter of the year.



Investing Activities. Cash used by investing activities was $53.6 million for the six months ended June 30, 2016, as compared to $227.6 million for the same period of the prior year. The decrease in cash used by investing activities was due primarily to lower relative net purchases of marketable securities during the six months ended June 30, 2016 as compared to the same period of the prior year.

 

Our total capital expenditure plan for 2016 is estimated to be approximately $90 million, which includes capital investments in manufacturing and reference laboratory equipment, investments in internal use software and information technology infrastructure and the renovation and expansion of our facilities and reference laboratories.



Financing Activities. Cash used by financing activities was $72.0 million for the six months ended June 30, 2016, as compared to cash provided of $3.3 million for the same period in 2015. Cash used for financing activities during the six months ended June 30, 2016 was due to the absence of a long-term debt issuance in the first half of 2016, as compared to the aggregate issuance of approximately $250 million of senior notes during the same period of the prior year, partly offset by a decrease in cash used to repurchase our common stock and lower relative net repayments under the Credit Facility during the six months ended June 30, 2016, as compared to the same period of the prior year.



40 

 


 

Cash used to repurchase shares of our common stock decreased $143.6 million during the six months ended June 30, 2016, as compared to the same period of the prior year. Share repurchases have moderated relative to the same period of the prior year as we have achieved a debt leverage ratio consistent with our long-term target range. From the inception of our share repurchase program in August 1999 to June  30, 2016, we have repurchased 59.2 million shares. During the six months ended June 30, 2016, we purchased 1.0 million shares for a cash outflow of $76.5 million, as compared to purchases of 3.1 million shares for a cash outflow of $220.1 million during the same period of the prior year. We believe that the repurchase of our common stock is a favorable means of returning value to our shareholders and we also repurchase our stock to offset the dilutive effect of our share-based compensation programs. Repurchases of our common stock may vary depending upon the level of other investing activities and the share price. See Note 9 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information about our share repurchases.



Net borrowing and repayment activity under the Credit Facility resulted in incremental cash provided of $36.0 million during the six months ended June 30, 2016, as compared to the same period of the prior year. At June 30, 2016, we had $558.0 million outstanding under the Credit Facility. The general availability of funds under the Credit Facility was further reduced by $1.0 million for a letter of credit that was issued in connection with claims under our workers’ compensation policy. The Credit Facility contains affirmative, negative and financial covenants customary for financings of this type. The negative covenants include restrictions on liens, indebtedness of subsidiaries of the Company, fundamental changes, investments, transactions with affiliates, certain restrictive agreements and violations of laws and regulations. The obligations under the Credit Facility may be accelerated upon the occurrence of an event of default under the Credit Facility, which includes customary events of default including payment defaults, defaults in the performance of the affirmative, negative and financial covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, defaults relating to judgments, certain events related to employee pension benefit plans under the Employee Retirement Income Security Act of 1974, the failure to pay specified indebtedness, cross-acceleration to specified indebtedness and a change of control default.



Since December 2013, we have issued and sold through private placements senior notes having an aggregate principal amount of approximately $600 million pursuant to certain note purchase agreements (collectively, the “Senior Note Agreements”). The Senior Note Agreements contain affirmative, negative and financial covenants customary for agreements of this type. The negative covenants include restrictions on liens, indebtedness of our subsidiaries, priority indebtedness, fundamental changes, investments, transactions with affiliates, certain restrictive agreements and violations of laws and regulations. See Note 11 to the consolidated financial statements in our 2015 Annual Report for additional information regarding our senior notes.



Should we elect to prepay the senior notes, such aggregate prepayment will include the applicable make-whole amount(s), as defined within the applicable Senior Note Agreements. Additionally, in the event of a change in control of the Company or upon the disposition of certain assets of the Company the proceeds of which are not reinvested (as defined in the Senior Note Agreements), we may be required to prepay all or a portion of the Senior Notes. The obligations under the Senior Notes may be accelerated upon the occurrence of an event of default under the applicable Senior Note Agreement, each of which includes customary events of default including payment defaults, defaults in the performance of the affirmative, negative and financial covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, defaults relating to judgments, certain events related to employee pension benefit plans under the Employee Retirement Income Security Act of 1974, the failure to pay specified indebtedness and cross-acceleration to specified indebtedness.



The sole financial covenant of our Credit Facility and Senior Note Agreements is a consolidated leverage ratio test that requires our ratio of debt to earnings before interest, taxes, depreciation and amortization and certain other non-cash charges (“Adjusted EBITDA”) not to exceed 3.5-to-1. At June 30, 2016, we were in compliance with the covenants of the Credit Facility and Senior Note Agreements. The following details our consolidated leverage ratio calculation as of June 30, 2016:





41 

 


 



 

 

 

 



 

June 30,

 

Trailing 12 Months Adjusted EBITDA:

 

 

2016 

 



 

 

 

 

Net income attributable to stockholders

 

$

201,793 

 

Interest expense

 

 

32,184 

 

Provision for income taxes

 

 

85,959 

 

Depreciation and amortization

 

 

74,222 

 

Share-based compensation expense

 

 

20,169 

 

Extraordinary and other non-recurring non-cash charges

 

 

10,440 

 

Adjusted EBITDA

 

$

424,767 

 



 

 

 

 



 

June 30,

 

Debt to Adjusted EBITDA Ratio:

 

 

2016 

 



 

 

 

 

Line of credit

 

$

558,000 

 

Long-term debt

 

 

597,958 

 

Total debt

 

 

1,155,958 

 

Acquisition-related contingent consideration payable

 

 

2,939 

 

Capitalized leases

 

 

755 

 

U.S. GAAP change - deferred financing costs

 

 

585 

 

Gross debt

 

 

1,160,237 

 

Gross debt to Adjusted EBITDA ratio

 

 

2.73 

 



 

 

 

 

Cash and cash equivalents

 

 

(141,139)

 

Marketable securities

 

 

(229,063)

 

Net debt

 

$

790,035 

 

Net debt to Adjusted EBITDA ratio

 

 

1.86 

 



Adjusted EBITDA, gross debt, net debt, gross debt to Adjusted EBITDA and net debt to Adjusted EBITDA ratio are non-GAAP financial measures which should be considered in addition to, and not as a  replacement for, financial measures presented according to U.S. GAAP.  Management believes that reporting these non-GAAP financial measures provides supplemental analysis to help investors further evaluate our business performance and available borrowing capacity under our Credit Facility.



Other Commitments, Contingencies and Guarantees 

 

Significant commitments, contingencies and guarantees at June 30, 2016 are consistent with those discussed in the section under the heading “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” and in Note 14 to the consolidated financial statements in our 2015 Annual Report.  

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk 

 

For quantitative and qualitative disclosures about market risk affecting IDEXX, see the section under the heading “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk” of our 2015 Annual Report. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the market risks described in our 2015 Annual Report. 



 

42 

 


 

Item 4.  Controls and Procedures 

 

Disclosure Controls and Procedures 

 

Our management is responsible for establishing and maintaining disclosure controls and procedures, as defined by the SEC in its Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”). The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures at June 30, 2016, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.  

 

Changes in Internal Control Over Financial Reporting 

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three and six months ended June 30, 2016 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

PART II — OTHER INFORMATION 

 

Item 1. Legal Proceedings



Due to the nature of our activities, we are at times subject to pending and threatened legal actions that arise out of the ordinary course of business. In the opinion of management, based in part upon advice of legal counsel, the disposition of any such currently pending matters is not expected to have a material effect on our results of operations, financial condition or cash flows. However, the results of legal actions cannot be predicted with certainty. Therefore, it is possible that our results of operations, financial condition or cash flows could be materially adversely affected in any particular period by the unfavorable resolution of one or more legal actions.



Item 1A. Risk Factors 

 

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors" in our 2015 Annual Report, which could materially affect our business, financial condition or future results. There have been no material changes from the risk factors previously disclosed in the 2015 Annual Report. The risks described in our 2015 Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.



43 

 


 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 

 

During the three months ended June 30, 2016, we repurchased shares of common stock as described below:  



 

 

 

 

 

 

 

 

 

 

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 (1)

(c)

 

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 

(d)



 

 

 

 

 

 

 

 

 

April 1 to April  30,  2016

 

49,789 

 

$

79.47 

 

49,789 

 

6,048,312 

 

May 1 to May 31,  2016

 

121,200 

 

$

87.57 

 

121,200 

 

5,927,112 

 

June 1 to June 30,  2016

 

100,380 

 

$

88.59 

 

98,077 

 

5,829,035 

 

Total

 

271,369 

(2)

$

86.46 

 

269,066 

 

5,829,035 

 



 

 

 

 

 

 

 

 

 

 



(1)

On August 13, 1999, our Board of Directors approved and announced the repurchase of our common stock in the open market or in negotiated transactions pursuant to the Company’s share repurchase program. The authorization has been increased by the Board of Directors on numerous occasions; most recently the maximum level of shares that may be repurchased under the program was increased to 65 million shares on June 15, 2015. There is no specified expiration date for this repurchase program. There were no other repurchase programs outstanding during the three months ended June 30, 2016, and no repurchase programs expired during the period. Repurchases of 269,066 shares were made during the three months ended June 30, 2016 in transactions made pursuant to our repurchase program.

 

(2)

During the three months ended June 30, 2016, we received 2,303 shares of our common stock that were surrendered by employees in payment for the minimum required withholding taxes due on the vesting of restricted stock units and settlement of deferred stock units. In the above table, these shares are included in columns (a) and (b), but excluded from columns (c) and (d). These shares do not reduce the number of shares that may yet be purchased under the repurchase program.



44 

 


 

Item 6.Exhibits 





 

Exhibit No.

Description

31.1 

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 

Certification of 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 of Chief Financial Officer 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.



 



 

45 

 


 

 

SIGNATURES 

 

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





 

 



 

 



IDEXX LABORATORIES, INC.

 







By: /s/ Brian P. McKeon 

 

Date: August 2, 2016

Brian P. McKeon

 



Executive Vice President, Chief Financial Officer  

and Treasurer

 



(Principal Financial Officer)

 



 

 

 

46 

 


 

Exhibit Index 





 

Exhibit No.

Description

31.1 

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 

Certification of 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 of Chief Financial Officer 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.



 





47