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IDEXX LABORATORIES INC /DE - Quarter Report: 2018 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, 2018
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 

idxx-20180331x10qg001a01.jpg
  
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 ý 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 ý No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer
ý
 
Accelerated filer
¨
Non-accelerated filer
(Do not check if a smaller reporting company)
¨
 
Emerging growth company
¨
Smaller reporting company
¨
 
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

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 86,590,964 on July 25, 2018.




GLOSSARY OF TERMS AND SELECTED ABBREVIATIONS

In order to aid the reader, we have included certain terms and abbreviations used throughout this Quarterly Report on Form 10-Q below:

Term/ Abbreviation
 
Definition

 
AOCI
Accumulated other comprehensive income or loss
ASU 2014-09
Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606); also referred to as the “New Revenue Standard”
ASU 2016-02
ASU 2016-02, Leases (Topic 842); also referred to as the “New Leasing Standard”
ASU 2016-16
ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory 
ASU 2018-05
ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118
CAG
Companion Animal Group, a reporting segment that provides veterinarians diagnostic products and services and information management solutions that enhance the health and well-being of pets
Credit Facility
Our $850 million five-year unsecured revolving credit facility under an amended and restated credit agreement that was executed in December 2015, also referred to as line of credit
FASB
U.S. Financial Accounting Standards Board
LPD
Livestock, Poultry and Dairy, a reporting segment that provides diagnostic products and services for livestock and poultry health and to ensure the quality and safety of milk and improve dairy efficiency
OPTI Medical
OPTI Medical Systems, Inc., a wholly-owned subsidiary of IDEXX Laboratories Inc., located in Roswell, Georgia. This business manufactures and supplies blood gas analyzers and consumables worldwide for the human point-of-care medical diagnostics market. The Roswell facility also manufactures electrolytes slides (instrument consumables) to run Catalyst One®, Catalyst Dx®, and blood gas analyzers and consumables for the veterinary market; also referred to as OPTI.
Organic revenue growth
A non-GAAP financial measure and represents the percentage change in revenue, as compared to the same period for the prior year, net of the effect of changes in foreign currency exchange rates, business acquisitions and divestitures
R&D
Research and Development
Reported revenue growth
Represents the percentage change in revenue reported in accordance with U.S. GAAP, as compared to the same period in the prior year
SaaS
Software-as-a-service
SEC
U.S. Securities and Exchange Commission
Senior Note Agreements
Note purchase agreements for the private placement senior notes having an aggregate principal amount of approximately $600 million, referred to as senior notes and long-term debt
2017 Tax Act
The Tax Cuts and Jobs Act enacted on December 22, 2017, which includes significant changes to the U.S. corporate tax system
U.S. GAAP
Accounting principles generally accepted in the United States of America
Water
Water, a reporting segment that provides water microbiology testing products around the world





IDEXX LABORATORIES, INC. 
Quarterly Report on Form 10-Q 
Table of Contents 


 
 
Item No.
 
Page

 
 

PART I—FINANCIAL INFORMATION
 
 






PART II—OTHER INFORMATION
 
 
໿





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, 2018
 
December 31, 2017
 
 
 
 
ASSETS
 

 
 

Current Assets:
 

 
 

Cash and cash equivalents
$
174,559

 
$
187,675

Marketable securities

 
284,255

Accounts receivable, net of reserves of $4,689 in 2018 and $4,576 in 2017
265,012

 
234,597

Inventories
176,487

 
164,318

Other current assets
123,774

 
101,140

Total current assets
739,832

 
971,985

Long-Term Assets:
 
 
 
Property and equipment, net
394,021

 
379,096

Goodwill
195,974

 
199,873

Intangible assets, net
39,036

 
43,846

Other long-term assets
151,822

 
118,616

Total long-term assets
780,853

 
741,431

TOTAL ASSETS
$
1,520,685

 
$
1,713,416

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
68,015

 
$
66,968

Accrued liabilities
228,380

 
253,418

Line of credit
437,000

 
655,000

Current portion of deferred revenue
40,921

 
29,181

Total current liabilities
774,316

 
1,004,567

Long-Term Liabilities:
 
 
 
Deferred income tax liabilities
35,459

 
25,353

Long-term debt
603,130

 
606,075

Long-term deferred revenue, net of current portion
65,362

 
35,545

Other long-term liabilities
83,267

 
95,718

Total long-term liabilities
787,218

 
762,691

Total liabilities
1,561,534

 
1,767,258

 
 
 
 
Commitments and Contingencies (Note 14)


 


 
 
 
 
Stockholders’ Deficit:
 
 
 
Common stock, $0.10 par value: Authorized: 120,000 shares; Issued: 104,847 shares in 2018 and 104,275 shares in 2017; Outstanding: 86,642 shares in 2018 and 87,104 shares in 2017
10,485

 
10,428

Additional paid-in capital
1,109,157

 
1,073,931

Deferred stock units: Outstanding: 162 units in 2018 and 229 units in 2017
4,398

 
5,988

Retained earnings
989,039

 
803,545

Accumulated other comprehensive income (loss)
(42,559
)
 
(36,470
)
Treasury stock, at cost: 18,195 shares in 2018 and 17,171 shares in 2017
(2,111,647
)
 
(1,911,528
)
Total IDEXX Laboratories, Inc. stockholders’ deficit
(41,127
)
 
(54,106
)
Noncontrolling interest
278

 
264

Total stockholders’ deficit
(40,849
)
 
(53,842
)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$
1,520,685

 
$
1,713,416

 
 
 
 
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
June 30,
 
For the Six Months Ended
June 30,

2018
 
2017
 
2018
 
2017

 

 
 

 
 
 
 
Revenue:
 

 
 

 
 
 
 
Product revenue
$
348,621

 
$
304,091

 
$
666,061

 
$
576,056

Service revenue
232,131

 
204,849

 
452,347

 
394,905

Total revenue
580,752

 
508,940

 
1,118,408

 
970,961

Cost of Revenue:
 
 
 
 
 
 
 
Cost of product revenue
127,270

 
110,330

 
245,516

 
213,357

Cost of service revenue
121,043

 
105,895

 
237,354

 
206,698

Total cost of revenue
248,313

 
216,225

 
482,870

 
420,055

Gross profit
332,439

 
292,715

 
635,538

 
550,906

Expenses:
 
 
 
 
 
 
 
Sales and marketing
96,255

 
87,693

 
196,356

 
174,937

General and administrative
61,080

 
55,460

 
122,011

 
108,374

Research and development
29,510

 
26,998

 
58,533

 
52,788

Income from operations
145,594

 
122,564

 
258,638

 
214,807

Interest expense
(8,457
)
 
(9,155
)
 
(17,731
)
 
(17,744
)
Interest income
172

 
1,176

 
751

 
2,259

Income before provision for income taxes
137,309

 
114,585

 
241,658

 
199,322

Provision for income taxes
28,629

 
29,178

 
43,502

 
44,857

Net income
108,680

 
85,407

 
198,156

 
154,465

Less: Net (loss) income attributable to noncontrolling interest
(11
)
 
50

 
14

 
89

Net income attributable to IDEXX Laboratories, Inc. stockholders
$
108,691

 
$
85,357

 
$
198,142

 
$
154,376


 
 
 
 
 
 
 
Earnings per Share:
 
 
 
 
 
 
 
Basic
$
1.25

 
$
0.97

 
$
2.27

 
$
1.75

Diluted
$
1.23

 
$
0.95

 
$
2.23

 
$
1.72

Weighted Average Shares Outstanding:
 
 
 
 
 
 
 
Basic
87,004

 
88,004

 
87,166

 
88,060

Diluted
88,596

 
89,878

 
88,786

 
89,962


 
 
 
 
 
 
 
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
June 30,
 
For the Six Months Ended
June 30,

2018
 
2017
 
2018
 
2017

 

 
 

 
 
 
 
Net income
$
108,680

 
$
85,407

 
$
198,156

 
$
154,465

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(21,492
)
 
7,954

 
(16,327
)
 
15,968

Unrealized gain (loss) on net investment hedge
4,479

 
(3,767
)
 
2,263

 
(4,860
)
Unrealized gain on investments, net of tax expense of $9 and $49 in 2018 and $49 and $23 in 2017
32

 
125

 
150

 
86

Unrealized gain (loss) on derivative instruments:
 
 
 
 
 
 
 
Unrealized gain (loss), net of tax expense (benefit) of $2,161 and $1,784 in 2018 and $(2,287) and $(3,199) in 2017
8,174

 
(3,848
)
 
5,786

 
(5,382
)
Reclassification adjustment for losses (gains) included in net income, net of tax benefit (expense) of $379 and $629 in 2018 and $(280) and $(681) in 2017
454

 
(473
)
 
2,039

 
(1,147
)
Unrealized gain (loss) on derivative instruments
8,628

 
(4,321
)
 
7,825

 
(6,529
)
Other comprehensive (loss) gain, net of tax
(8,353
)
 
(9
)
 
(6,089
)
 
4,665

Comprehensive income
100,327

 
85,398

 
192,067

 
159,130

Less: comprehensive (loss) income attributable to noncontrolling interest
(11
)
 
50

 
14

 
89

Comprehensive income attributable to IDEXX Laboratories, Inc.
$
100,338

 
$
85,348

 
$
192,053

 
$
159,041


 
 
 
 
 
 
 
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,

2018
 
2017

 

 
 

Cash Flows from Operating Activities:
 

 
 

Net income
$
198,156

 
$
154,465

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
41,696

 
40,893

Benefit of deferred income taxes
8,638

 
2,691

Share-based compensation expense
12,352

 
11,742

Other
1,613

 
1,031

Changes in assets and liabilities:
 
 
 
Accounts receivable
(32,872
)
 
(32,400
)
Inventories
(16,825
)
 
(18,850
)
Other assets and liabilities
(55,781
)
 
(21,426
)
Accounts payable
3

 
1,422

Deferred revenue
(3,252
)
 
1,898

Net cash provided by operating activities
153,728

 
141,466

Cash Flows from Investing Activities:
 
 
 
Purchases of property and equipment
(51,377
)
 
(38,566
)
Purchase of marketable securities
(87
)
 
(175,522
)
Proceeds from the sale and maturities of marketable securities
284,125

 
155,903

Acquisitions of a business, net of cash acquired

 
(14,529
)
Net cash provided (used) by investing activities
232,661

 
(72,714
)
Cash Flows from Financing Activities:
 
 
 
(Repayments) borrowings on revolving credit facilities, net
(218,000
)
 
93,000

Payment of acquisition-related contingent consideration
(1,000
)
 

Repurchases of common stock
(189,884
)
 
(170,798
)
Proceeds from exercises of stock options and employee stock purchase plans
21,905

 
23,170

Shares withheld for statutory tax withholding on restricted stock
(8,720
)
 
(7,459
)
Net cash used by financing activities
(395,699
)
 
(62,087
)
Net effect of changes in exchange rates on cash
(3,806
)
 
4,409

Net (decrease) increase in cash and cash equivalents
(13,116
)
 
11,074

Cash and cash equivalents at beginning of period
187,675

 
154,901

Cash and cash equivalents at end of period
$
174,559

 
$
165,975


 

 
 

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


6



IDEXX LABORATORIES, INC. AND SUBSIDIARIES 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
(Unaudited)

NOTE 1.      BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION 
 
The accompanying unaudited condensed consolidated financial statements of IDEXX Laboratories, Inc. and its subsidiaries have been prepared in accordance with 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 unaudited 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 unaudited 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, 2017, 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, 2018, are not necessarily indicative of the results to be expected for the full year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and our Annual Report on Form 10-K for the year ended December 31, 2017, (the “2017 Annual Report”) filed with the SEC.

For the six months ended June 30, 2018, changes in stockholders’ equity included (i) changes in other comprehensive income reflected in the unaudited condensed consolidated statements of comprehensive income; (ii) changes in common stock and additional paid-in capital reflected in the unaudited condensed consolidated statements of cash flows (including share-based compensation expense, proceeds from exercise of stock options and employee stock purchase plans and repurchases of common stock); (iii) changes in noncontrolling interest; (iv) changes in net income and (v) adjustments to retained earnings in connection with the adoption of ASU 2014-09 and ASU 2016-16. The cumulative effect of applying these standards was an adjustment of $12.6 million to the opening balance of retained earnings. See “Note 2. Accounting Policies” for the impact of new accounting pronouncements adopted.

NOTE 2.      ACCOUNTING POLICIES  

Significant Accounting Policies

The significant accounting policies used in preparation of these unaudited condensed consolidated financial statements for the three and six months ended June 30, 2018, are consistent with those discussed in Note 2 to the consolidated financial statements in our 2017 Annual Report, except as noted below.

New Accounting Pronouncements Adopted

Effective January 1, 2018, we adopted the New Revenue Standard using the modified retrospective method for all contracts not completed as of the date of adoption. 

We recognized the cumulative effect of initially applying the New Revenue Standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods presented. As a result of the adoption of ASU 2014-09, we have changed our accounting policy for revenue recognition and the details of the significant changes and quantitative impact of the changes are set out below.

Up-Front Customer Loyalty Programs. Our up-front loyalty programs provide customers with incentives in the form of cash or IDEXX Points upon entering into multi-year agreements to purchase annual minimum amounts of future products or services. Under previous U.S. GAAP, if up-front incentives were subsequently utilized to purchase instruments, we limited instrument revenue to the amount of consideration received from the customer at the time of placement that was not contingent on future purchases and consequently deferred instrument revenue and costs at the time of placement. The New Revenue

7



Standard permits revenue recognition at the time of instrument placement when the consideration is committed, but contingent on the purchase of future goods and services. As a result, we have accelerated our recognition of instrument revenues and costs when up-front incentives are used to purchase instruments. The New Revenue Standard did not change our accounting for up-front payments to customers, which continue to be capitalized as customer acquisition costs, within other assets, and subsequently recognized as a reduction to revenue over the term of the agreement. We previously reported deferred instrument revenues and costs within net customer acquisition cost, and upon transition to the New Revenue Standard the decrease in deferred revenue and costs resulted in an increase in our reported customer acquisition costs.

Volume Commitment Programs. Our volume commitment programs provide customers with a free or discounted instrument or system upon entering into multi-year agreements to purchase annual minimum amounts of future products or services and includes our new IDEXX 360 program introduced in the first quarter of 2018. Under previous U.S. GAAP, we limited instrument revenue to the amount of consideration received from the customer at the time of placement that was not contingent on future purchases and consequently instrument revenue and cost were recognized over the term of the customer agreement. The New Revenue Standard permits revenue recognition at the time of instrument placement when the consideration is committed, but contingent on the purchase of future goods and services. As a result, we have accelerated recognition on instrument revenues and costs placed through our volume commitment programs. This change resulted in a net increase in current and long-term other assets upon transition to the New Revenue Standard as we recognized contract assets related to instrument revenue recognized in advance of billings, offset by a reduction in previously deferred instrument costs.

Instrument Rebate Programs. Our instrument rebate programs, previously referred to as IDEXX Instrument Marketing Programs, require an instrument purchase and provide customers the opportunity to earn future rebates based on the volume of products and services they purchase over the term of the program. Under previous U.S. GAAP, the total consideration in the contract, including an estimate of future optional purchases, was allocated to all products and services based on their standalone selling prices. This resulted in deferring a portion of instrument revenue related to our obligation to provide future rebate incentives, which was included in accrued liabilities. Under the New Revenue Standard, the total consideration in the contract is limited to only goods and services that the customer is presently obligated to purchase and does not include future purchases that are optional. The customer’s right to earn rebates on future purchases is accounted for as a separate performance obligation. The exclusion of optional future purchases resulted in the instrument absorbing a higher relative allocation of future rebates. Therefore, we defer an increased portion of instrument revenue upon placement, which is realized as higher recurring revenue when customers buy future products and services, offsetting future rebates as they are earned. This change resulted in an increase in current and long-term deferred revenue upon transition to the New Revenue Standard and a reduction to accrued and other long-term liabilities for rebate obligations that are now reported as deferred revenues.

Reagent Rental Programs. Our reagent rental programs provide customers the right to use our instruments upon entering into multi-year agreements to purchase annual minimum amounts of consumables. These types of agreements include an embedded operating lease for the right to use our instrument and no instrument revenue is recognized at the time of instrument installation. Under the New Revenue Standard, we continue to recognize a portion of the revenue allocated to the embedded lease concurrent with the future sale of consumables over the term of the agreement. We determine the amount of revenue allocated from the consumable to the embedded lease based on standalone selling prices and determine the rate of lease revenue recognition in proportion to the customer’s minimum volume commitment. There was no impact to our consolidated financial statements upon transition to the New Revenue Standard, as a result of our reagent rental programs.

Other Customer Incentive Programs. Certain agreements with customers include discounts or rebates on the sale of products and services applied retrospectively, such as volume rebates achieved by purchasing a specified threshold of goods and services. Under the New Revenue Standard, we continue to record revenue reductions related to these customer incentive programs and record the related refund obligations in accrued liabilities based on the actual issuance of incentives, incentives earned but not yet issued and estimates of incentives to be earned in the future. There was no impact to our consolidated financial statements upon transition to the New Revenue Standard, as a result of our other customer incentive programs.

IDEXX Points. IDEXX Points may be applied to trade receivables due to us, converted to cash, or applied against the purchase price of IDEXX products and services. Under the New Revenue Standard, we continue to consider IDEXX Points equivalent to cash and IDEXX Points that have not yet been used by customers are included in accrued liabilities until utilized or expired. There was no impact to our consolidated financial statements upon transition to the New Revenue Standard, as a result of IDEXX Points.

Shipping and Delivery. Under previous U.S. GAAP, we recognized revenue and cost from the sales of diagnostic products and accessories upon delivery to the customer because our typical business practice is to cover losses incurred while in transit. Under the New Revenue Standard, revenue and costs are recognized when a customer obtains control of the product

8



based on legal title transfer and our right to payment, which generally occurs at the time of shipment. This resulted in an acceleration of revenue and cost recognition and an increase in accounts receivable and a reduction in inventories upon transition to the New Revenue Standard.

Costs to Obtain a Contract. Under previous U.S. GAAP, we recognized sales commissions incurred to obtain long term product and service contracts as sales and marketing expenses as incurred. Under the New Revenue Standard, we defer commissions incurred to obtain long term contracts, when considered incremental and recoverable. Sales commissions are amortized as sales and marketing expenses consistently with the pattern of transfer for the product or service to which the asset relates. If the expected amortization period is one year or less, the sales commission is expensed when incurred. This change resulted in an increase to other current and long-term assets upon transition to the New Revenue Standard.

Income Taxes. The adoption of the New Revenue Standard primarily resulted in an acceleration of revenues under up-front customer loyalty programs and an increase in deferred revenue under instrument rebate programs, which in turn generated additional deferred tax assets within other long-term assets.

The cumulative effects of the changes made to our consolidated balance sheet as of January 1, 2018, in connection with the adoption of the New Revenue Standard were as follows (in thousands):

໿
໿

Condensed Consolidated Balance Sheet

 
 
 
 
 

Previous U.S. GAAP
December 31, 2017
(Reported)
 
New U.S. GAAP
January 1, 2018
 
Attributed to the
New Revenue Standard

 

 
 
 
 
ASSETS
 

 
 
 
 
Cash, cash equivalents and marketable securities
$
471,930

 
$
471,930

 
$

Accounts receivable
234,597

 
237,281

 
2,684

Inventories
164,318

 
163,184

 
(1,134
)
Property and equipment, net
379,096

 
379,096

 

Goodwill and intangible assets, net
243,719

 
243,719

 

Other assets
219,756

 
246,481

 
26,725

TOTAL ASSETS
$
1,713,416

 
$
1,741,691

 
$
28,275


 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
 
 
Accounts payable
$
66,968

 
$
66,968

 
$

Accrued liabilities
253,418

 
254,381

 
963

Deferred income tax liabilities
25,353

 
25,087

 
(266
)
Line of credit and long-term debt
1,261,075

 
1,261,075

 

Deferred revenue
64,726

 
110,158

 
45,432

Other long-term liabilities
95,718

 
82,840

 
(12,878
)
Total liabilities
1,767,258

 
1,800,509

 
33,251


 
 
 
 
 
Stockholders’ Deficit:
 
 
 
 
 
Retained earnings
803,545

 
798,569

 
(4,976
)
All other stockholders' deficit and noncontrolling interest
(857,387
)
 
(857,387
)
 

Total stockholders’ deficit
(53,842
)
 
(58,818
)
 
(4,976
)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$
1,713,416

 
$
1,741,691

 
$
28,275



9



The following tables compare the reported unaudited condensed consolidated balance sheet, statement of operations and cash flows, as of and for the three and six months ended June 30, 2018, to the balances without the adoption of ASC 606 ("previous U.S. GAAP") (in thousands):
໿
໿

Condensed Consolidated Balance Sheet

As of June 30, 2018

 
 
 
 
 

Previous U.S. GAAP
 
New U.S. GAAP
(As Reported)
 
Attributed to the
New Revenue Standard

 
 
 

 
 
ASSETS
 
 
 

 
 
Cash and cash equivalents
$
174,559

 
$
174,559

 
$

Accounts receivable
262,420

 
265,012

 
2,592

Inventories
178,187

 
176,487

 
(1,700
)
Property and equipment, net
394,021

 
394,021

 

Goodwill and intangible assets, net
235,010

 
235,010

 

Other assets
238,682

 
275,596

 
36,914

TOTAL ASSETS
$
1,482,879

 
$
1,520,685

 
$
37,806


 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
 
 
Accounts payable
$
68,015

 
$
68,015

 
$

Accrued liabilities
228,095

 
228,380

 
285

Deferred income tax liabilities
35,470

 
35,459

 
(11
)
Line of credit and long-term debt
1,040,130

 
1,040,130

 

Deferred revenue
64,061

 
106,283

 
42,222

Other long-term liabilities
92,290

 
83,267

 
(9,023
)
Total liabilities
1,528,061

 
1,561,534

 
33,473


 
 
 
 
 
Stockholders’ Deficit:
 
 
 
 
 
Retained earnings
984,736

 
989,039

 
4,303

Accumulated other comprehensive income (loss)
(42,589
)
 
(42,559
)
 
30

All other stockholders' deficit and noncontrolling interest
(987,329
)
 
(987,329
)
 

Total stockholders’ deficit
(45,182
)
 
(40,849
)
 
4,333

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
$
1,482,879

 
$
1,520,685

 
$
37,806


໿

Condensed Consolidated Statement of Operations

For the Three Months Ended June 30, 2018
 
For the Six Months Ended June 30, 2018

 
 
 
 
 
 
 
 
 
 
 

Previous U.S. GAAP
 
New U.S. GAAP
(As Reported)
 
Attributed to the
New Revenue Standard
 
Previous U.S. GAAP
 
New U.S. GAAP
(As Reported)
 
Attributed to the
New Revenue Standard

 
 
 
 
 
 
 
 
 
 
 
Total revenue
$
565,879

 
$
580,752

 
$
14,873

 
$
1,091,248

 
$
1,118,408

 
$
27,160

Total cost of revenue
239,491

 
248,313

 
8,822

 
467,456

 
482,870

 
15,414

Gross profit
326,388

 
332,439

 
6,051

 
623,792

 
635,538

 
11,746


 
 
 
 
 
 
 
 
 
 
 
Total operating expense
187,321

 
186,845

 
(476
)
 
377,947

 
376,900

 
(1,047
)
Income from operations
139,067

 
145,594

 
6,527

 
245,845

 
258,638

 
12,793

Interest expense
(8,457
)
 
(8,457
)
 

 
(17,731
)
 
(17,731
)
 

Interest income
437

 
172

 
(265
)
 
1,299

 
751

 
(548
)
Income before provision for income taxes
131,047

 
137,309

 
6,262

 
229,413

 
241,658

 
12,245

Provision for income taxes
27,107

 
28,629

 
1,522

 
40,536

 
43,502

 
2,966

Net income
$
103,940

 
$
108,680

 
$
4,740

 
$
188,877

 
$
198,156

 
$
9,279

໿
໿

10




Condensed Consolidated Statement of Cash Flows

For the Six Months Ended June 30, 2018

 
 
 
 
 

Previous U.S. GAAP
 
New U.S. GAAP
(As Reported)
 
Attributed to the
New Revenue Standard
Cash Flows from Operating Activities:
 
 
 

 
 
Net income
$
188,877

 
$
198,156

 
$
9,279

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Benefit of deferred income taxes
6,218

 
8,638

 
2,420

All other adjustments to reconcile net income to net cash provided by operating activities
55,661

 
55,661

 

Changes in assets and liabilities, net
(97,028
)
 
(108,727
)
 
(11,699
)
Net cash provided by operating activities
$
153,728

 
$
153,728

 
$

໿

There were no changes to cash flows from investing and financing activities as a result of the adoption of the New Revenue Standard.

Effective January 1, 2018, we adopted FASB ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. We recognized the cumulative effect of applying this standard as an adjustment to the opening balance of retained earnings and a reduction to other long-term assets of $7.7 million.

Effective January 1, 2018, we adopted FASB ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists on the classification of certain cash receipts and payments. We adopted this amendment on a retrospective basis. This amendment did not have an impact on our financial statements.

Effective January 1, 2018, we adopted FASB ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, to add guidance on the classification and presentation of restricted cash. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of this standard did not have an impact on our financial statements.

Effective January 1, 2018, we adopted FASB ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, to simplify the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill. The adoption of this standard did not have an impact on our financial statements.

Effective January 1, 2018, we adopted FASB ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, which provides clarification on accounting for modifications in share-based payment awards. The adoption of this guidance did not have an impact on our consolidated financial statements or related disclosures as there were no modifications to our share-based payment awards during the first half of 2018.

In March 2018, we adopted FASB ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, which updates the income tax accounting to reflect the SEC’s interpretive guidance released on December 22, 2017, when the 2017 Tax Act was signed into law. See “Note 11. Income Taxes.”

In April 2018, we early adopted FASB ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, which amends the hedge accounting recognition and presentation requirements, effective January 1, 2018. The adoption of this guidance allowed us to simplify our procedures to assess critical terms and broadens the application of hedge accounting. The early adoption of this standard did not have a material impact on our consolidated financial statements.

11




New Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (the "New Leasing Standard"), to increase transparency and comparability among organizations’ leasing arrangements. Since then, the FASB has issued updates to ASU 2016-02. 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 balance sheet. 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, with early adoption permitted. 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.

We currently expect that under the New Leasing Standard as a lessee, our operating lease commitments will be recognized as operating lease liabilities and right-of-use assets upon our adoption, which will increase our total assets and total liabilities that we report relative to such amounts prior to adoption. See lease commitments in Note 14 to the consolidated financial statements in our 2017 Annual Report for additional information.

While the New Leasing Standard will not impact the overall economics of our products and services sold under customer incentive programs, we currently expect that the New Leasing Standard will require us to classify new instrument placements for certain reagent rental programs as sales-type leases and thus accelerate instrument revenue and cost recognition at the time of placement. Under current U.S. GAAP, instruments placed under our reagent rental programs are classified as operating leases and instrument revenue and cost is recognized over the term of the program. We do not expect this change to have a material impact on our financial statements. See "Note 3. Revenue Recognition" for a description of our reagent rental programs.

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, to allow a reclassification from accumulated other comprehensive income to retained earnings related to the stranded effects of the 2017 Tax Act. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. In transition, we are required to apply the amendments either in the period of adoption or retrospectively. We are currently evaluating the impact these amendments will have on our consolidated financial statements.

For a discussion of other accounting standards that have been issued by the FASB but are not yet effective, refer to the New Accounting Pronouncements Not Yet Adopted section in our 2017 Annual Report.

NOTE 3.     REVENUE RECOGNITION

Under the New Revenue Standard, revenue is recognized when, or as, performance obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to a customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services to a customer. To meet the requirements of the New Revenue Standard and accurately present the consideration received in exchange for promised products or services, we applied the prescribed five-step model outlined below:

1.
Identification of a contract or agreement with a customer
2.
Identification of our performance obligations in the contract or agreement
3.
Determination of the transaction price
4.
Allocation of the transaction price to the performance obligations
5.
Recognition of revenue when, or as, we satisfy a performance obligation        

We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The timing of revenue recognition, billings, and cash collections results in accounts receivable, contract assets as a result of revenue recognized in advance of billings (included within other assets), and contract liabilities or deferred revenue as a result of receiving consideration in advance of revenue recognition within our unaudited condensed consolidated balance sheet. Our general payment terms range from 30 to 60 days, with exceptions in certain geographies. Below is a listing of our major categories of revenue for our products and services:

Diagnostic Products and Accessories.  Diagnostic products and accessories revenues, including IDEXX VetLab consumables and accessories, rapid assay, LPD, Water, and OPTI testing products, are recognized and invoiced at the time of

12



shipment, which is when the customer obtains control of the product based on legal title transfer and we have the right to payment. Shipping costs reimbursed by the customer are included in revenue and cost of sales. As a practical expedient, we do not account for shipping activities as a separate performance obligation.

Reference Laboratory Diagnostic and Consulting Services. Reference laboratory revenues are recognized and invoiced when the laboratory diagnostic service is performed.

Instruments, Software and Systems. CAG Diagnostics capital instruments, veterinary software and diagnostic imaging systems revenues are recognized and invoiced when the customer obtains control of the products based on legal title transfer and we have the right to payment, which generally occurs at the time of installation and customer acceptance. Our instruments, software, and systems are often included in one of our significant customer programs, as further described below. For veterinary software systems that include multiple performance obligations, such as perpetual software licenses and computer hardware, we allocate revenue to each performance obligation based on estimates of the price that we would charge the customer for each promised product or service if it were sold on a standalone basis.

Lease Revenue. Lease revenue on instrument systems under rental agreements and reagent rental programs is recognized on a ratable basis over the term of the agreement. Customers typically pay for rental agreements in equal monthly amounts over the term of the rental agreement. See below for revenue recognition under Reagent Rental Programs.

Extended Warranties and Post-Contract Support.  CAG Diagnostics capital instruments and diagnostic imaging systems extended warranties typically provide customers with continued coverage for a period of 1 to 5 years beyond the first-year standard warranty. Customers can either pay in full for the extended warranty at the time of instrument or system purchase or can be billed on a quarterly basis over the term of the contract. We recognize revenue associated with extended warranties over time on a ratable basis using a time elapsed measure of performance over the contract term, which approximates the expected timing in which applicable services are performed.

Veterinary software post-contract support provides customers with access to technical support when and as needed through access to call centers and online customer assistance. Post-contract support contracts typically have a term of 12 months and customers are billed for post-contract support in equal quarterly amounts over the term. We recognize revenue for post-contract support services over time on a ratable basis using a time elapsed measure of performance over the contract term, which approximates the expected timing in which applicable services are performed.

Upon adoption of the New Revenue Standard on January 1, 2018, our deferred revenue related to extended warranties and post-contract support was $40.3 million, of which approximately $2.3 million and $14.1 million were recognized during the three and six months ended June 30, 2018, respectively. Furthermore, as a result of new agreements, our deferred revenue related to extended warranties and post-contract support was $41.6 million at June 30, 2018. We do not disclose information about remaining performance obligations that are part of contracts with an original expected duration of one year or less and do not adjust for the effect of the financing components when the period between customer payment and revenue recognition is one year or less, which are practical expedients provided within the New Revenue Standard. Deferred revenue related to extended warranties and post-contract support with an original duration of more than one year was $29.0 million at June 30, 2018, of which approximately 13%, 29%24% and 34% are expected to be recognized during the remainder of 2018, the full year 2019, the full year 2020, and thereafter, respectively. Additionally, we have determined these agreements do not include a significant financing component.

SaaS Subscriptions. We offer a variety of veterinary software and diagnostic imaging SaaS subscriptions including Neo, Animana, Pet Health Network Pro, Petly Plans, Web PACS, and rVetLink. We recognize revenue for our SaaS subscriptions over time on a ratable basis over the contract term, beginning on the date our service is made available to the customer. Our subscription contracts vary in term from monthly to 2 years. Customers typically pay for our subscription contracts in equal monthly amounts over the term of the agreement. Deferred revenue related to our SaaS subscriptions is not material.

Contracts with Multiple Performance Obligations.  We enter into contracts where customers purchase a combination of IDEXX products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately requires significant judgment. We determine the transaction price for a contract based on the consideration we expect to receive in exchange for the transferred goods or services. To the extent the transaction price includes variable consideration, such as volume rebates or expected price adjustments, we apply judgment in constraining the estimated variable consideration due to factors that may cause reversal of revenue recognized. We evaluate constraints based on our historical and projected experience with similar customer contracts.

13




We allocate revenue to each performance obligation in proportion to the relative standalone selling prices and recognize revenue when transfer of the related goods or services has occurred for each obligation. We utilize the observable standalone selling price when available, which represents the price charged for the performance obligation when sold separately. When standalone selling prices for our products or services are not directly observable we determine the standalone selling prices using relevant information available and apply suitable estimation methods including, but not limited to, the cost plus a margin approach. We recognize revenue as each performance obligation is satisfied, either at a point in time or over time, as described in the revenue categories above. We apply a practical expedient provided by the New Revenue Standard and do not disclose information about remaining performance obligations that are part of contracts with an original expected duration of one year or less.

The following customer programs represent our most significant customer contracts which contain multiple performance obligations:

Customer Commitment Programs. We offer customer incentives upon entering into multi-year agreements to purchase annual minimum amounts of products and services.

Up-Front Customer Loyalty Programs. Our up-front loyalty programs provide customers with incentives in the form of cash payments or IDEXX Points upon entering into multi-year agreements to purchase annual minimum amounts of future products or services. If a customer breaches its agreement, they are required to refund all or a portion of the up-front cash or IDEXX Points, or make other repayments, remedial actions, or both. Up-front incentives to customers in the form of cash or IDEXX Points are not made in exchange for distinct goods or services and are capitalized as customer acquisition costs within other assets, which are subsequently recognized as a reduction to revenue over the term of the customer agreement. If these up-front incentives are subsequently utilized to purchase instruments, we allocate total consideration, including future committed purchases less up-front incentives and estimates of expected price adjustments, based on relative standalone selling prices to identified performance obligations and recognize instrument revenue and cost at the time of installation and customer acceptance. We have determined these agreements do not include a significant financing component.

Upon adoption of the New Revenue Standard on January 1, 2018, our capitalized customer acquisition costs were $107.5 million, of which approximately $7.2 million and $14.4 million were recognized as a reduction of revenue during the three and six months ended June 30, 2018, respectively. Furthermore, as a result of new up-front customer loyalty payments, our capitalized customer acquisition costs were $118.5 million at June 30, 2018. We monitor customer purchases over the term of their agreement to assess the realizability of our capitalized customer acquisition costs and review estimates of variable consideration. Impairments, revenue adjustments that relate to performance obligations satisfied in prior periods, and contract modifications during the three and six months ended June 30, 2018, were not material.

Volume Commitment Programs. Our volume commitment programs provide customers with a free or discounted instrument or system upon entering into multi-year agreements to purchase annual minimum amounts of products and services. We allocate total consideration, including future committed purchases and expected price adjustments, based on relative standalone selling prices to identified performance obligations and recognize instrument revenue and cost in advance of billing the customer at the time of installation and customer acceptance, which is also when the customer obtains control of the instrument based on legal title transfer. Our right to future consideration related to instrument revenue is recorded as a contract asset within other current and long-term assets. The contract asset is transferred to accounts receivable when customers are billed for future products and services over the term of the contract. We have determined these agreements do not include a significant financing component.

Upon adoption of the New Revenue Standard on January 1, 2018, our volume commitment contract assets were $5.6 million, of which approximately $1.1 million and $2.4 million were reclassified to accounts receivable when customers were billed for related products and services during the three and six months ended June 30, 2018, respectively. Furthermore, as a result of new placements under volume commitment programs, our contract assets were $21.5 million at June 30, 2018. We monitor customer purchases over the term of their agreement to assess the realizability of our contract assets and review estimates of variable consideration. Impairments, revenue adjustments that relate to performance obligations satisfied in prior periods, and contract modifications during the three and six months ended June 30, 2018, were not material.


14



For our up-front customer loyalty and volume commitment programs, we estimate future revenues related to multi-year agreements to be approximately $975.0 million, of which approximately 15%, 25%, 20%, and 40% are expected to be recognized during the remainder of 2018, the full year 2019, the full year 2020, and thereafter, respectively. These future revenues relate to performance obligations not yet satisfied, for which customers have committed to purchase goods and services, net of the expected revenue reductions from customer acquisition costs and expected price adjustments, and as a result, are lower than stated contractual commitments by our customers.

Instrument Rebate Programs. Our instrument rebate programs, previously referred to as IDEXX Instrument Marketing Programs, require an instrument purchase and provide customers the opportunity to earn future rebates based on the volume of products and services they purchase over the term of the program. We account for the customer’s right to earn rebates on future purchases as a separate performance obligation and determine the standalone selling price based on an estimate of rebates the customer will earn over the term of the program. Total consideration allocated to identified performance obligations is limited to goods and services that the customer is presently obligated to purchase and does not include estimates of future purchases that are optional. We allocate a portion of instrument revenue to our customer’s right to earn rebates on future purchases, which is deferred and recognized upon the purchase of future products and services, offsetting future rebates as they are earned.

Upon adoption of the New Revenue Standard on January 1, 2018, our deferred revenue related to instrument rebate programs was $65.9 million, of which approximately $4.6 million and $9.2 million were recognized when customers purchased eligible products and services and earned rebates during the three and six months ended June 30, 2018, respectively. Furthermore, as a result of new instrument purchases under rebate programs, our deferred revenue was $60.7 million at June 30, 2018, of which approximately 15%, 28%, 22%, and 35% are expected to be recognized during the remainder of 2018, the full year 2019, the full year 2020, and thereafter, respectively.

Reagent Rental Programs. Our reagent rental programs provide our customers the right to use our instruments upon entering into multi-year agreements to purchase annual minimum amounts of consumables. These types of agreements include an embedded operating lease for the right to use our instrument and no instrument revenue is recognized at the time of instrument installation. We determine the amount of lease revenue allocated to the instrument based on relative standalone selling prices and determine the pattern of instrument revenue recognition in proportion to the customer’s minimum purchase commitment. The cost of the instrument is capitalized within property and equipment, and is charged to cost of product revenue ratably over the term of the agreement.

We estimate future revenue to be recognized related to these multi-year agreements with customers of approximately $92.0 million, of which approximately 17%, 31%, 25%, and 27% are expected to be recognized during the remainder of 2018, the full year 2019, the full year 2020, and thereafter, respectively. These represent future performance obligations not yet satisfied for which customers have committed to future purchases, net of any expected price adjustments, and as a result, may be lower than stated contractual commitments by our customers.

Other Customer Incentive Programs. Certain agreements with customers include discounts or rebates on the sale of products and services applied retrospectively, such as volume rebates achieved by purchasing a specified purchase threshold of goods and services. We account for these discounts as variable consideration and estimate the likelihood of a customer meeting the threshold in order to determine the transaction price using the most predictive approach. We typically use the most-likely-amount method, for incentives that are offered to individual customers, and the expected-value method, for programs that are offered to a broad group of customers. Revenue adjustments that relate to performance obligations satisfied in prior periods during the three and six months ended June 30, 2018, were not material. Refund obligations related to customer incentive programs are recorded in accrued liabilities for the actual issuance of incentives, incentives earned but not yet issued and estimates of incentives to be earned in the future.

IDEXX Points. IDEXX Points may be applied to trade receivables due to us, converted to cash, or applied against the purchase price of IDEXX products and services. We consider IDEXX Points equivalent to cash and IDEXX Points that have not yet been used by customers are included in accrued liabilities until utilized or expired. Breakage is not material because customers can apply IDEXX Points to trade receivables at any time.

Accounts Receivable. We recognize revenue when it is probable that we will collect substantially all of the consideration to which we will be entitled, based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. We maintain allowances for doubtful accounts for potentially uncollectible receivables. We base our

15



estimates on a detailed analysis of specific customer situations and a percentage of our accounts receivable by aging category. Additional allowances may be required if either the financial condition of our customers were to deteriorate, or a strengthening U.S. dollar impacts the ability of foreign customers to make payments to us on their U.S. dollar denominated purchases. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. We do not have any off-balance sheet credit exposure related to our customers. We have no significant customers that accounted for greater than 10% of our consolidated revenues and we have no concentration of credit risk as of June 30, 2018.

Disaggregated Revenues. We present disaggregated revenue for our CAG segment based on major product and service categories. Although Water and LPD do not meet the quantitative thresholds to be reported as separate segments, we believe it is important to disaggregate these revenues as major product and service categories within our Other reportable segment given their distinct markets, and therefore we have elected to report Water and LPD as reportable segments. The following table presents disaggregated revenue by major product and service categories for the three and six months ended June 30, 2018 (in thousands):

໿

For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,

2018
 
2017
 
2018
 
2017
CAG segment revenue:
 

 
 

 
 
 
 
CAG Diagnostics recurring revenue:
$
437,666

 
$
380,319

 
$
843,714

 
$
726,999

IDEXX VetLab consumables
158,620

 
132,094

 
308,133

 
255,647

Rapid assay products
63,362

 
60,266

 
115,379

 
108,161

Reference laboratory diagnostic and consulting services
197,268

 
171,298

 
384,205

 
330,367

CAG Diagnostics service and accessories
18,416

 
16,661

 
35,997

 
32,824

CAG Diagnostics capital - instruments
34,544

 
27,716

 
65,439

 
53,899

Veterinary software, services and diagnostic imaging systems
35,277

 
31,913

 
69,167

 
62,277

CAG segment revenue
507,487

 
439,948

 
978,320

 
843,175


 
 
 
 
 
 
 
Water segment revenue
32,658

 
29,424

 
61,801

 
54,501

LPD segment revenue
34,998

 
33,553

 
67,238

 
62,870

Other segment revenue
5,609

 
6,015

 
11,049

 
10,415

Total revenue
$
580,752

 
$
508,940

 
$
1,118,408

 
$
970,961


Revenue by principal geographic area, based on customers’ domiciles, was as follows (in thousands):

໿

For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,

2018
 
2017
 
2018
 
2017
United States
$
356,736

 
$
315,695

 
$
684,197

 
$
604,308

Europe, the Middle East and Africa
122,270

 
102,482

 
242,844

 
198,910

Asia Pacific Region
62,505

 
56,085

 
118,544

 
105,037

Canada
26,407

 
23,078

 
48,951

 
41,826

Latin America
12,834

 
11,600

 
23,872

 
20,880

Total
$
580,752

 
$
508,940

 
$
1,118,408

 
$
970,961


Costs to Obtain a Contract. We capitalize sales commissions and the related fringe benefits earned by our sales force when considered incremental and recoverable costs of obtaining a contract. Our contracts include performance obligations related to various goods and services, some of which are satisfied at a point in time and others over time. Commission costs related to performance obligations satisfied at a point in time are expensed at the time of sale, which is when revenue is recognized. Commission costs related to long-term service contracts and performance obligations satisfied over time, including extended warranties and SaaS subscriptions are deferred and recognized on a systematic basis that is consistent with the transfer of the goods or services to which the asset relates. We apply judgment in estimating the amortization period, which ranges from 3 to 7 years, by taking into consideration our customer contract terms, history of renewals, expected length of customer relationship, as well as the useful life of the underlying technology and products. Amortization expense is included in sales and marketing expenses in the accompanying unaudited condensed consolidated statements of operations. Deferred commission costs are periodically reviewed for impairment.


16



Upon adoption of the New Revenue Standard on January 1, 2018, our deferred commissions costs, included within other assets, were $11.8 million, of which approximately $1.0 million and $2.0 million of commissions expense were recognized during the three and six months ended June 30, 2018, respectively. Furthermore, as a result of commissions related to new extended warranties and SaaS subscriptions, our deferred commission costs were $12.8 million at June 30, 2018. Impairments of deferred commission costs during the three and six months ended June 30, 2018, were not material.

NOTE 4.    ACQUISITIONS

We believe that our acquisitions of businesses and other assets enhance our existing businesses by either expanding our geographic range and customer base or expanding our existing product lines. We made no acquisitions during the first half of 2018.

During the second quarter of 2017, we acquired the assets of two software companies that expand our suite of technology applications for the veterinary profession, specifically related to patient referral management and other connectivity needs between practices and other parties. The combined purchase price of $15 million consists of $12 million paid at closing and a $3 million contingent payment to be paid within 36 months if certain commercial goals are achieved. The fair value estimate of the assets acquired consists of $13.3 million of goodwill, representing synergies within our broader CAG portfolio, $1.0 million of customer relationship intangible assets and $0.6 million of technology intangible assets. Goodwill related to these acquisitions is expected to be deductible for income tax purposes. The amount of net tangible assets acquired was immaterial. Pro forma information has not been presented for these acquisitions because such information is not material to our financial statements. The results of operations have been included in our CAG segment since the acquisition date.

During the first quarter of 2017, we acquired a reference laboratory in Austria for approximately €1.3 million, with the majority of the acquisition price valued as an intangible asset. This acquisition was accounted for as an acquisition of a business and the results of operations of this reference laboratory have been included in our CAG segment since the acquisition date. Pro forma information has not been presented for this business acquisition because such information is not material to our financial statements.

NOTE 5.    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, 2018, totaled $1.7 million and $32.8 million, respectively, as compared to $1.6 million and $29.5 million for the three and six months ended June 30, 2017, respectively. The total unrecognized compensation expense, net of estimated forfeitures, for unvested share-based compensation awards outstanding at June 30, 2018, was $62.8 million, which will be recognized over a weighted average period of approximately 2.1 years. During the three and six months ended June 30, 2018, we recognized expense of $6.5 million and $12.4 million, respectively, as compared to $6.0 million and $11.7 million for the three and six months ended June 30, 2017, respectively, related to share-based compensation.
 
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.

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,

2018
 
2017

 

 
 

Share price at grant
$
179.56

 
$
142.66

Expected stock price volatility
24
%
 
26
%
Expected term, in years
5.8

 
5.8

Risk-free interest rate
2.7
%
 
2.0
%
Weighted average fair value of options granted
$
52.99

 
$
40.79

໿
໿

17




NOTE 6.    MARKETABLE SECURITIES

As a result of the passage of the 2017 Tax Act during the fourth quarter of 2017, we liquidated our marketable securities held outside the U.S. during the first quarter of 2018 and recognized a loss of approximately $0.3 million. We repatriated these funds and reduced our revolving debt balance during the first quarter of 2018.

The amortized cost and fair value of marketable securities as of December 31, 2017, were as follows (in thousands):
໿
As of December 31, 2017
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value

 
 

 
 

 
 

 
 
Corporate bonds
 
$
140,969

 
$
96

 
$
(179
)
 
$
140,886

Certificates of deposit
 
58,510

 

 

 
58,510

Commercial paper
 
29,171

 

 

 
29,171

Asset backed securities
 
22,206

 
4

 
(43
)
 
22,167

U.S. government bonds
 
15,619

 
11

 
(19
)
 
15,611

Agency bonds
 
10,990

 
9

 
(52
)
 
10,947

Treasury bills
 
6,964

 

 
(1
)
 
6,963

Total marketable securities
 
$
284,429

 
$
120

 
$
(294
)
 
$
284,255


We held marketable securities with effective maturities of two years or less that had an average AA- credit rating as of December 31, 2017.

NOTE 7.    INVENTORIES
 
Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The components of inventories were as follows (in thousands)


June 30,
2018
 
December 31,
2017

 

 
 

Raw materials
$
34,336

 
$
32,994

Work-in-process
16,982

 
17,786

Finished goods
125,169

 
113,538

Inventories (Note 2)
$
176,487

 
$
164,318

໿

NOTE 8.    OTHER CURRENT AND LONG-TERM ASSETS 

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

June 30,
2018
 
December 31,
2017

 

 
 

Prepaid expenses
$
27,250

 
$
28,967

Taxes receivable
41,315

 
35,475

Customer acquisition costs (Notes 2 and 3)
32,303

 
23,520

Contract assets (Notes 2 and 3)
6,558

 

Deferred sales commissions (Notes 2 and 3)
4,440

 

Other assets (Notes 2 and 3)
11,908

 
13,178

Other current assets
$
123,774

 
$
101,140



18



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


June 30,
2018
 
December 31,
2017

 

 
 

Investment in long-term product supply arrangements
$
11,344

 
$
9,949

Customer acquisition costs (Notes 2 and 3)
86,147

 
64,670

Contract assets (Notes 2 and 3)
14,903

 

Deferred sales commissions (Notes 2 and 3)
8,349

 

Deferred income taxes (Note 2)
8,723

 
7,698

Other assets (Notes 2 and 3)
22,356

 
36,299

Other long-term assets
$
151,822

 
$
118,616

໿

NOTE 9.    ACCRUED LIABILITIES 
 
Accrued liabilities consisted of the following (in thousands):


June 30,
2018
 
December 31,
2017

 

 
 

Accrued expenses
$
61,302

 
$
64,430

Accrued employee compensation and related expenses
79,394

 
102,944

Accrued taxes
25,109

 
29,389

Accrued customer incentives and refund obligations (Notes 2 and 3)
62,575

 
56,655

Total accrued liabilities
$
228,380

 
$
253,418

໿

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

June 30,
2018
 
December 31,
2017
Accrued taxes
$
67,886

 
$
66,506

Accrued customer incentives (Note 2)

 
12,956

Other accrued long-term expenses
15,381

 
16,256

Total other long-term liabilities
$
83,267

 
$
95,718

໿
 
NOTE 10.   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 statutory 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 the three and six months ended June 30, 2018 and 2017, was not material.


19



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, 2018 and 2017 (in thousands, except per share amounts)


For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,

2018
 
2017
 
2018
 
2017

 

 
 

 
 
 
 
Shares repurchased in the open market
517

 
696

 
982

 
1,086

Shares acquired through employee surrender for statutory tax withholding
1

 
1

 
49

 
53

Total shares repurchased
518

 
697

 
1,031

 
1,139


 
 
 
 
 
 
 
Cost of shares repurchased in the open market
$
105,774

 
$
114,163

 
$
191,962

 
$
164,907

Cost of shares for employee surrenders
165

 
156

 
8,720

 
7,459

Total cost of shares
$
105,939

 
$
114,319

 
$
200,682

 
$
172,366


 
 
 
 
 
 
 
Average cost per share - open market repurchases
$
204.69

 
$
163.96

 
$
195.47

 
$
151.81

Average cost per share - employee surrenders
$
215.36

 
$
168.25

 
$
179.41

 
$
141.56

Average cost per share - total
$
204.71

 
$
163.97

 
$
194.71

 
$
151.34

໿
໿

NOTE 11.     INCOME TAXES 
 
Our effective income tax rate was 20.9% for the three months ended June 30, 2018, as compared to 25.5% for the three months ended June 30, 2017, and 18.0% for the six months ended June 30, 2018, as compared to 22.5% for the six months ended June 30, 2017. The decrease in our effective tax rate for each period, as compared to the same periods in the prior year, was primarily related to the reduction in our U.S. statutory tax rate as a result of the 2017 Tax Act.  

We have accounted for the impacts of the 2017 Tax Act as of December 31, 2017, to the extent a reasonable estimate could be made, and we recognized provisional amounts related to the deemed repatriation tax, offset by the remeasurement of our deferred tax assets and liabilities to record the effects of the tax law change in the period of enactment. This treatment is provided for in ASU 2018-05, which allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law during the measurement period. The measurement period ends when the company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. During the first half of 2018, the Internal Revenue Service issued additional guidance providing clarification on certain aspects of the deemed repatriation tax calculation. The additional guidance did not result in any measurement period adjustments to the provisional amounts recorded as of December 31, 2017. We will continue to monitor for new guidance related to provisional amounts recorded.

NOTE 12.  ACCUMULATED OTHER COMPREHENSIVE INCOME
 
The changes in AOCI, net of tax, for the six months ended June 30, 2018 consisted of the following (in thousands):
 
For the Six Months Ended June 30, 2018
 
Unrealized (Loss) Gain on Investments,
Net of Tax
 
Unrealized (Loss) Gain
on Derivative Instruments, Net of Tax
 
Unrealized (Loss) Gain on Net
Investment Hedge, Net of Tax
 
Cumulative Translation
Adjustment
 
Total

 
 

 
 

 
 

 
 

 
 
Balance as of December 31, 2017
 
$
(22
)
 
$
(5,219
)
 
$
(4,311
)
 
$
(26,918
)
 
$
(36,470
)
Other comprehensive income (loss) before reclassifications
 
150

 
5,786

 
2,263

 
(16,327
)
 
(8,128
)
Gains reclassified from accumulated other comprehensive income
 

 
2,039

 

 

 
2,039

Balance as of June 30, 2018
 
$
128

 
$
2,606

 
$
(2,048
)
 
$
(43,245
)
 
$
(42,559
)

໿

20



The following is a summary of reclassifications out of AOCI for the three and six months ended June 30, 2018 and 2017 (in thousands):
Details about AOCI Components
 
Affected Line Item in the Statement of Operations
 
Amounts Reclassified from AOCI For the Three Months Ended June 30,

 
 
 
2018
 
2017
(Losses) gains on derivative instruments classified as cash flow hedges included in net income:
 
 
 
 
 
 
Foreign currency exchange contracts
 
Cost of revenue
 
$
(833
)
 
$
753


 
Tax (benefits) expense
 
(379
)
 
280


 
(Losses) gains, net of tax
 
$
(454
)
 
$
473



Details about AOCI Components
 
Affected Line Item in the Statement of Operations
 
Amounts Reclassified from AOCI For the Six Months Ended June 30,

 
 
 
2018
 
2017
(Losses) gains on derivative instruments classified as cash flow hedges included in net income:
 
 
 
 
 
 
Foreign currency exchange contracts
 
Cost of revenue
 
$
(2,668
)
 
$
1,828


 
Tax (benefits) expense
 
(629
)
 
681


 
(Losses) gains, net of tax
 
$
(2,039
)
 
$
1,147

໿
໿

NOTE 13.  EARNINGS PER SHARE
 
Basic earnings per share is computed by dividing net income attributable to our 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 and the total unrecognized compensation expense for unvested share-based compensation awards 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 2017 Annual Report for additional information regarding deferred stock units.  

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, 2018 and 2017 (in thousands):   
 

For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,

2018
 
2017
 
2018
 
2017

 

 
 

 
 
 
 
Shares outstanding for basic earnings per share
87,004

 
88,004

 
87,166

 
88,060


 
 
 
 
 
 
 
Shares outstanding for diluted earnings per share:
 
 
 
 
 
 
 
Shares outstanding for basic earnings per share
87,004

 
88,004

 
87,166

 
88,060

Dilutive effect of share-based payment awards
1,592

 
1,874

 
1,620

 
1,902


88,596

 
89,878

 
88,786

 
89,962

໿
໿


21



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. There were no anti-dilutive restricted stock units for the three and six months ended June 30, 2018 and 2017. The following table presents information concerning those anti-dilutive options for the three and six months ended June 30, 2018 and 2017 (in thousands): 
 

For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,

2018
 
2017
 
2018
 
2017

 
 
 

 
 
 
 
Weighted average number of shares underlying anti-dilutive options
326

 
368

 
245

 
275

໿
  
NOTE 14.  COMMITMENTS, CONTINGENCIES AND GUARANTEES
 
We are subject to claims that may arise in the ordinary course of business, including with respect to actual and threatened litigation and other matters. We accrue for loss contingencies when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. However, our actual losses with respect to these contingencies could exceed our accruals. At June 30, 2018, our accruals with respect to actual and threatened litigation were not material.

From time to time, we have received notices alleging that our products infringe third-party proprietary rights, although we are not aware of any pending litigation with respect to such claims. Patent litigation frequently is complex and expensive, and the outcome of patent litigation can be difficult to predict. There can be no assurance that we will prevail in any infringement proceedings that may be commenced against us. If we lose any such litigation, we may be stopped from selling certain products and/or we may be required to pay damages as a result of the litigation.

Significant commitments, contingencies and guarantees at June 30, 2018, are consistent with those discussed in Note 14 to the consolidated financial statements in our 2017 Annual Report.

NOTE 15.   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 improve dairy efficiency, 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.

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.


22



The following is a summary of segment performance for the three and six months ended June 30, 2018 and 2017 (in thousands):
໿
໿
໿

 
For the Three Months Ended June 30,

 
CAG
 
Water
 
LPD
 
Other
 
Unallocated Amounts
 
Consolidated Total
2018
 
 

 
 

 
 

 
 

 
 

 
 

Revenue
 
$
507,487

 
$
32,658

 
$
34,998

 
$
5,609

 
$

 
$
580,752


 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
$
129,796

 
$
15,122

 
$
6,471

 
$
1,130

 
$
(6,925
)
 
$
145,594

Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
(8,285
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
137,309

Provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
28,629

Net income
 
 
 
 
 
 
 
 
 
 
 
108,680

Less: Net loss attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
(11
)
Net income attributable to IDEXX Laboratories, Inc. stockholders
 
 
 
 
 
 
 
 
 
 
 
$
108,691


 
 
 
 
 
 
 
 
 
 
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
439,948

 
$
29,424

 
$
33,553

 
$
6,015

 
$

 
$
508,940


 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
$
108,731

 
$
13,653

 
$
5,176

 
$
768

 
$
(5,764
)
 
$
122,564

Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
(7,979
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
114,585

Provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
29,178

Net income
 
 
 
 
 
 
 
 
 
 
 
85,407

Less: Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
50

Net income attributable to IDEXX Laboratories, Inc. stockholders
 
 
 
 
 
 
 
 
 
 
 
$
85,357


໿


23




 
For the Six Months Ended June 30,

 
CAG
 
Water
 
LPD
 
Other
 
Unallocated Amounts
 
Consolidated Total
2018
 
 

 
 

 
 

 
 

 
 

 
 

Revenue
 
$
978,320

 
$
61,801

 
$
67,238

 
$
11,049

 
$

 
$
1,118,408


 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
$
230,194

 
$
27,584

 
$
9,432

 
$
1,628

 
$
(10,200
)
 
$
258,638

Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
(16,980
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
241,658

Provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
43,502

Net income
 
 
 
 
 
 
 
 
 
 
 
198,156

Less: Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
14

Net income attributable to IDEXX Laboratories, Inc. stockholders
 
 
 
 
 
 
 
 
 
 
 
$
198,142


 
 
 
 
 
 
 
 
 
 
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
843,175

 
$
54,501

 
$
62,870

 
$
10,415

 
$

 
$
970,961


 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
$
188,586

 
$
23,916

 
$
8,978

 
$
1,161

 
$
(7,834
)
 
$
214,807

Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
(15,485
)
Income before provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
199,322

Provision for income taxes
 
 
 
 
 
 
 
 
 
 
 
44,857

Net income
 
 
 
 
 
 
 
 
 
 
 
154,465

Less: Net income attributable to noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
89

Net income attributable to IDEXX Laboratories, Inc. stockholders
 
 
 
 
 
 
 
 
 
 
 
$
154,376


See “Note 3. Revenue Recognition” for a summary of disaggregated revenue by reportable segment and by major product and service category for the three and six months ended June 30, 2018 and 2017

NOTE 16.   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.  

We have 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 unaudited 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 three and six months ended June 30, 2018

24




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.             

Our foreign currency exchange contracts are measured at fair value on a recurring basis in our accompanying unaudited 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.

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 unaudited 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 $608.1 million and $603.6 million, respectively, as of June 30, 2018, and $632.0 million and $606.6 million, respectively, as of December 31, 2017

The following tables set forth our assets and liabilities that were measured at fair value on a recurring basis at June 30, 2018, and at December 31, 2017, by level within the fair value hierarchy (in thousands):

As of June 30, 2018
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Balance at
June 30, 2018

 
 

 
 

 
 

 
 

Assets
 
 

 
 

 
 

 
 

Money market funds(1)
 
$
12,677

 
$

 
$

 
$
12,677

Equity mutual funds(2)
 
$
2,026

 
$

 
$

 
$
2,026

Cross currency swaps (3)
 

 
$
314

 

 
$
314

Foreign currency exchange contracts(3)
 
$

 
$
4,459

 
$

 
$
4,459

Liabilities
 
 
 
 
 
 
 
 
Foreign currency exchange contracts(3)
 
$

 
$
1,360

 
$

 
$
1,360

Deferred compensation(4)
 
$
2,026

 
$

 
$

 
$
2,026



25



As of December 31, 2017
 
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Balance at
December 31, 2017

 
 

 
 

 
 

 
 

Assets
 
 

 
 

 
 

 
 

Money market funds(1)
 
$
32,962

 
$

 
$

 
$
32,962

Certificates of deposit(1)
 
$

 
$
1,250

 
$

 
$
1,250


 
 
 
 
 
 
 
 
Marketable Securities
 
 
 
 
 
 
 
 
Corporate bonds
 
$

 
$
140,886

 
$

 
$
140,886

Certificates of deposit
 

 
58,510

 

 
58,510

Commercial paper
 

 
29,171

 

 
29,171

Asset backed securities
 

 
22,167

 

 
22,167

U.S. government bonds
 

 
15,611

 

 
15,611

Agency bonds
 

 
10,947

 

 
10,947

Treasury bills
 

 
6,963

 

 
6,963

Total marketable securities
 
$

 
$
284,255

 
$

 
$
284,255


 
 
 
 
 
 
 
 
Equity mutual funds(2)
 
$
2,162

 
$

 
$

 
$
2,162

Foreign currency exchange contracts(3)
 
$

 
$
477

 
$

 
$
477

Liabilities
 
 
 
 
 
 
 
 
Foreign currency exchange contracts(3)
 
$

 
$
6,468

 
$

 
$
6,468

Deferred compensation(4)
 
$
2,162

 
$

 
$

 
$
2,162


(1)
Money market funds and certificates of deposit 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, 2018 and December 31, 2017, consisted of demand deposits. Certificates of deposit 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)
Cross currency swaps and 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.  

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.

NOTE 17.  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, cross currency swaps 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 may also 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 the 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 derivative

26



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 12. Accumulated Other Comprehensive Income” for further information regarding the effect of hedging instruments on our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2018 and 2017.

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 unaudited condensed consolidated balance sheets on a gross basis. All cash flows related to our foreign currency exchange contracts 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 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. 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 either the three and six months ended June 30, 2018 or 2017.  At June 30, 2018, the estimated amount of net gains, net of income tax benefit, which are expected to be reclassified out of AOCI and into earnings within the next 12 months, is $1.0 million if exchange rates do not fluctuate from the levels at June 30, 2018
 
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 $202.7 million and $176.5 million at June 30, 2018 and December 31, 2017, respectively.

Net Investment Hedges

In June 2015, we issued and sold through a private placement an aggregate principal amount of €88.9 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 gains of $4.5 million and $2.3 million, net of income tax, within AOCI as a result of this net investment hedge for the three and six months ended June 30, 2018, respectively. The related cumulative unrealized gain recorded at June 30, 2018, 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 2017 Annual Report for further information regarding the issuance of these euro-denominated notes.


27



In May 2018, we entered into two cross currency swap contracts as a hedge of our net investment in foreign operations to offset foreign currency translation gains and losses on the net investment. The cross currency swaps have a maturity date of June 30, 2023. At maturity of the cross currency swap contract, we will deliver the notional amount of €50.0 million and will receive approximately $59.4 million from the counterparties. The change in fair value of the cross currency swap contracts are recorded in AOCI and will be reclassified to earnings when the foreign subsidiaries are sold or substantially liquidated. During the three month period ended June 30, 2018, we recorded a gain of $0.2 million, net of income tax, within AOCI as a result of these net investment hedges. The Company will receive quarterly interest payments from the counterparties based on a fixed interest rate until maturity of the cross currency swap. This interest rate component is excluded from the assessment of hedge effectiveness, thus will be recognized as a reduction to interest expense over the life of the hedge instrument. During the second quarter, we recognized approximately $0.2 million related to the excluded component as a reduction of interest expense.

The following tables presents the effect of cash flow hedge accounting on our unaudited condensed consolidated statement of operations and comprehensive income and provides information regarding the location and amounts of pretax gains or losses of derivatives (in thousands)

 
 
 
Three Months Ended June 30,

 
 
 
2018
 
2017

 
 
 
Costs of revenue
 
Costs of revenue
 
 
 
 
 
 
 
Financial statement line items in which effects of cash flow hedges are recorded
 
 
 
$
248,313

 
$
216,225

Foreign exchange contracts
 
 
 
 
 
 
Amount of (loss) gain reclassified from accumulated other comprehensive income into income
 
 
 
(833
)
 
753



 
 
 
Six Months Ended June 30,

 
 
 
2018
 
2017

 
 
 
Costs of revenue
 
Costs of revenue
 
 
 
 
 
 
 
Financial statement line items in which effects of cash flow hedges are recorded
 
 
 
$
482,870

 
$
420,055

Foreign exchange contracts
 
 
 
 
 
 
Amount of (loss) gain reclassified from accumulated other comprehensive income into income
 
 
 
(2,668
)
 
1,828


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

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

 
 
 
Hedging Assets

 
 
 
June 30, 2018
 
December 31, 2017

 
 
 
 
 
 
Derivatives designated as hedging instruments
 
Balance Sheet Classification
 
 
 
 
Foreign currency exchange contracts
 
Other current assets
 
$
2,704

 
$
477

Cross currency swaps
 
Other current assets
 
314

 

Foreign currency exchange contracts
 
Other long-term assets
 
1,755

 

Total derivative instruments presented as cash flow hedges on the balance sheet
 
 
 
4,773

 
477

Gross amounts subject to master netting arrangements not offset on the balance sheet
 
 
 
703

 
477

Net amount
 
 
 
$
4,070

 
$


໿

28




 
 
 
Hedging Liabilities

 
 
 
June 30, 2018
 
December 31, 2017

 
 
 
 
 
 
Derivatives designated as hedging instruments
 
Balance Sheet Classification
 
 
 
 
Foreign currency exchange contracts
 
Accrued liabilities
 
$
1,304

 
$
6,468

Foreign currency exchange contracts
 
Other long-term liabilities
 
56

 

Total derivative instruments presented as cash flow hedges on the balance sheet
 
 
 
1,360

 
6,468

Foreign currency borrowings designated as net investment hedge on the balance sheet
 
Long-term debt
 
103,590

 
106,567

Total hedging instruments presented on the balance sheet
 
 
 
104,950

 
113,035

Gross amounts subject to master netting arrangements not offset on the balance sheet
 
 
 
703

 
477

Net amount
 
 
 
$
104,247

 
$
112,558


໿

29



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, future tax benefits; 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; the adoption and projected impact of new accounting standards; 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,” “project,” 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, including the matters discussed in Item 1A, “Risk Factors” described in our 2017 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 SEC.

Any forward-looking statements represent our estimates only as of the day this Quarterly Report on Form 10-Q was 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 2017 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 
 
We develop, manufacture, and distribute products and provide services primarily for the companion animal veterinary, livestock, poultry and dairy and water testing markets. We also sell a line of portable electrolytes and blood gas analyzers for the human point-of-care medical diagnostics market. Our primary products and services are:

Point-of-care veterinary diagnostic products, comprising instruments, consumables, and rapid assay test kits;
Veterinary reference laboratory diagnostic and consulting services;
Veterinary management and diagnostic imaging systems and services;
Biomedical research, reference laboratory diagnostic services, and instruments;
Diagnostic, health-monitoring products for livestock, poultry, and antibiotic residue testing in dairy;
Products that test water for certain microbiological contaminants;
Point-of-care electrolytes and blood gas analyzers used in the human point-of-care medical diagnostics market.

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 improve dairy reproductive efficiency, 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 biomedical analytics 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 software 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.


30



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.

Effects of Certain Factors and Trends on Results of Operations 
  
Currency Impact. See “Part I. Item 3. Quantitative and Qualitative Disclosures about Market Risk” included in this Quarterly Report on Form 10-Q for additional information regarding the impact of foreign currency exchange rates.

Other Items. See “Part I. Item 1. Business - Patents and Licenses” and “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2017 Annual Report for additional information regarding distributor purchasing and inventories, economic conditions, and patent expiration.

Critical Accounting Policies and Estimates 
 
The discussion and analysis of our financial condition and results of operations is based upon our unaudited 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.  Excluding the adoption of the New Revenue Standard, the critical accounting policies and the significant judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2018, are consistent with those discussed in our 2017 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.”  
 
Revenue Recognition. We adopted the New Revenue Standard in the first quarter of 2018 on a modified-retrospective basis. While the New Revenue Standard will not impact the overall economics of our products and services sold under customer marketing and incentive programs, it has changed the timing of revenue recognition. For more information regarding the adoption of the New Revenue Standard and new revenue recognition accounting policies, see Note 2 and Note 3, respectively, to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Future market conditions and changes in product offerings may cause us to change marketing strategies to increase or decrease customer incentive offerings, possibly resulting in incremental reductions of revenue in future periods as compared to reductions in the current or prior periods. Additionally, certain customer programs require us to estimate, based on historical experience, and apply judgment to predict the amounts of future customer purchases, customer rebates and other incentive payments, and price adjustments related to multi-year agreements. Differences between estimated and actual customer purchases may impact the amount and timing of revenue recognition. At June 30, 2018, a 5% change in these customer program estimates would have increased or reduced revenue by approximately $0.8 million.

Recent Accounting Pronouncements 

We are evaluating the impact that other recent accounting standards and amendments will have on our consolidated financial statements as described in Note 2 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Non-GAAP Financial Measures

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, 2018, as compared to the same period for the prior year, net of the effect of changes in foreign currency exchange rates, business acquisitions, and divestitures. Organic revenue growth should be considered in addition to, and not as a

31



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 from organic revenue growth 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 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 to foreign currency denominated revenues for the prior year period. 

We also exclude from organic revenue growth the effect of certain business acquisitions and divestitures because the nature, size and number of these transactions can vary dramatically from period to period, and because they either require or generate cash as an inherent consequence of the transaction, and therefore can also obscure underlying business and operating trends. Effective January 1, 2018, we exclude only acquisitions that are considered to be a business from organic revenue growth. We consider acquisitions to be a business when all three elements of inputs, processes and outputs are present, consistent with ASU 2017-01, “Business Combinations: (Topic 805) Clarifying the Definition of a Business.” In a business combination, if substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, we do not consider these assets to be a business and effective January 1, 2018, we include these acquisitions in organic revenue growth. A typical acquisition that we do not consider a business is a customer list asset acquisition, which does not have all elements necessary to operate a business, such as employees or infrastructure. We believe the efforts required to convert and retain these acquired customers are similar in nature to our existing customer base and therefore are included in organic revenue growth. This change did not have a material impact on organic revenue growth during the three and six months ended June 30, 2018. Prior to January 1, 2018, we excluded all acquisitions from organic revenue growth. This change would not have impacted previously reported organic revenue growth for the three and six months ended June 30, 2018, as all acquisitions were business acquisitions. 

We also use Adjusted EBITDA, gross debt, net debt, gross debt to Adjusted EBITDA ratio and net debt to Adjusted EBITDA ratio, in this Quarterly Report on Form 10-Q, all of which are non-GAAP financial measures that 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. 

32



Results of Operations
Three Months Ended June 30, 2018, Compared to Three Months Ended June 30, 2017

Comparison to Prior Periods. Our fiscal quarter ended on June 30. Unless otherwise stated, the analysis and discussion of our financial condition and results of operations below, including references to growth and organic growth and increases and decreases, are being compared to the equivalent prior year period.

Total Company. The following table presents total Company revenue by operating segment:
 
 
For the Three Months Ended June 30,
 
 
 
 
 
 
 
 
 
 
Net Revenue
(dollars in thousands)
 
2018
 
2017
 
Dollar Change
 
Reported Revenue Growth (1)
 
Percentage Change from Currency
 
Percentage Change from Acquisitions
 
Organic Revenue Growth (1)

 
 

 
 

 
 
 
 

 
 
 
 
 
 

CAG
 
$
507,487

 
$
439,948

 
$
67,539

 
15.4
%
 
1.8
%
 
0.1
%
 
13.4
%
United States
 
334,865

 
295,829

 
39,036

 
13.2
%
 

 
0.1
%
 
13.1
%
International
 
172,622

 
144,119

 
28,503

 
19.8
%
 
5.6
%
 

 
14.1
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Water
 
32,658

 
29,424

 
3,234

 
11.0
%
 
2.0
%
 

 
9.0
%
United States
 
15,740

 
14,366

 
1,374

 
9.6
%
 

 

 
9.6
%
International
 
16,918

 
15,058

 
1,860

 
12.3
%
 
3.8
%
 

 
8.5
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LPD
 
34,998

 
33,553

 
1,445

 
4.3
%
 
4.0
%
 

 
0.3
%
United States
 
3,681

 
3,433

 
248

 
7.3
%
 

 

 
7.3
%
International
 
31,317

 
30,120

 
1,197

 
4.0
%
 
4.5
%
 

 
(0.5
%)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
5,609

 
6,015

 
(406
)
 
(6.7
%)
 
0.4
%
 

 
(7.2
%)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Company
 
$
580,752

 
$
508,940

 
$
71,812

 
14.1
%
 
2.0
%
 
0.1
%
 
12.1
%
United States
 
356,736

 
315,695

 
41,041

 
13.0
%
 

 
0.1
%
 
12.9
%
International
 
224,016

 
193,245

 
30,771

 
15.9
%
 
5.2
%
 

 
10.7
%
(1)
Reported revenue growth and organic revenue growth may not recalculate due to rounding.

Total Company Revenue. The increase in both U.S. and international organic revenues was driven by strong volume gains in CAG Diagnostics recurring revenue, supported by our differentiated diagnostic technologies and expanded commercial organization that are driving increased volumes from new and existing customers in our reference laboratory business and the continued expansion of our CAG Diagnostics instrument installed base. International organic growth was strong across all regions, reflecting the aforementioned CAG Diagnostics recurring volume driven growth. Our Water business also contributed to our international growth, primarily from higher sales volumes of our Colilert test products and related accessories.  Total company revenue included approximately $14.9 million in the second quarter of 2018 that was attributed to the New Revenue Standard.

33



The following table presents total Company results of operations:

 
For the Three Months Ended June 30,
 
Change
Total Company - Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage

 
 

 
 
 
 

 
 
 
 
 
 

Revenues
 
$
580,752

 
 
 
$
508,940

 
 
 
$
71,812

 
14.1
%
Cost of revenue
 
248,313

 
 
 
216,225

 
 
 
32,088

 
14.8
%
Gross profit
 
332,439

 
57.2
%
 
292,715

 
57.5
%
 
39,724

 
13.6
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
96,255

 
16.6
%
 
87,693

 
17.2
%
 
8,562

 
9.8
%
General and administrative
 
61,080

 
10.5
%
 
55,460

 
10.9
%
 
5,620

 
10.1
%
Research and development
 
29,510

 
5.1
%
 
26,998

 
5.3
%
 
2,512

 
9.3
%
Total operating expenses
 
186,845

 
32.2
%
 
170,151

 
33.4
%
 
16,694

 
9.8
%
Income from operations
 
$
145,594

 
25.1
%
 
$
122,564

 
24.1
%
 
$
23,030

 
18.8
%

Gross Profit. Gross profit increased due to higher sales volumes and was offset by a 30 basis point decrease in the gross profit percentage. The decrease in the gross profit percentage was driven by higher information technology costs, including costs that were previously captured within operating expenses, increased investments in reference laboratory capacity and employee benefits, as well as unfavorable mix impacts from high instrument revenue growth. These impacts were partially offset by the net benefit of price increases in our CAG Diagnostics recurring revenue portfolio and productivity gains. The impact from foreign currency movements increased gross profit margin by less than 10 basis points, including the impact of hedge gains in the prior period compared to hedge losses in the current period. Gross profit included approximately $6.0 million in the second quarter of 2018 attributable to the New Revenue Standard.

Operating Expense. The increase in total Company sales and marketing expense was due primarily to increased personnel-related costs as we continue to invest in and grow our global commercial infrastructure. The increase in general and administrative expense resulted from foreign exchange losses on settlements of foreign currency denominated transactions compared to gains in the prior period, information technology investments, including ongoing depreciation and maintenance associated with prior year projects, and higher personnel-related costs, partially offset by certain information technology costs that are now captured within cost of revenue. Research and development expense increased primarily due to higher personnel-related costs. The overall change in currency exchange rates resulted in an increase in total operating expenses of approximately 2.5%.

34



idxx-20180331x10qg002a01.jpgCompanion Animal Group

The following table presents revenue by product and service category for CAG: 
໿
໿
 
 
For the Three Months Ended June 30,
 
 
 
 
 
 
Net Revenue
(dollars in thousands)
 
2018
 
2017
 
Dollar Change
 
Reported Revenue Growth (1)
 
Percentage Change from Currency
 
Percentage Change from Acquisitions
 
Organic Revenue Growth (1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CAG Diagnostics recurring revenue:
 
$
437,666

 
$
380,319

 
$
57,347

 
15.1
%
 
1.9
%
 

 
13.2
%
IDEXX VetLab consumables
 
158,620

 
132,094

 
26,526

 
20.1
%
 
2.2
%
 

 
17.8
%
Rapid assay products
 
63,362

 
60,266

 
3,096

 
5.1
%
 
0.8
%
 

 
4.3
%
Reference laboratory diagnostic and consulting services
 
197,268

 
171,298

 
25,970

 
15.2
%
 
2.0
%
 

 
13.1
%
CAG diagnostics services and accessories
 
18,416

 
16,661

 
1,755

 
10.5
%
 
1.9
%
 

 
8.6
%
CAG Diagnostics capital - instruments
 
34,544

 
27,716

 
6,828

 
24.6
%
 
2.8
%
 

 
21.8
%
Veterinary software, services and diagnostic imaging systems
 
35,277

 
31,913

 
3,364

 
10.5
%
 
0.5
%
 
1.0
%
 
9.0
%
Net CAG revenue
 
$
507,487

 
$
439,948

 
$
67,539

 
15.4
%
 
1.8
%
 
0.1
%
 
13.4
%
(1)
 Reported revenue growth and organic revenue growth may not recalculate due to rounding

CAG Diagnostics Recurring Revenue. The increase in CAG Diagnostics recurring revenue was due primarily to increased volumes in IDEXX VetLab consumables and reference laboratory diagnostic services, supported by our differentiated diagnostic technologies and our expanded commercial organization and to a lesser extent, higher realized prices. CAG Diagnostics recurring revenue included approximately $4.7 million in the second quarter of 2018 that was attributed to the New Revenue Standard.

IDEXX VetLab consumables revenue growth was primarily due 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 and Sedivue Dx® analyzer pay-per-run sales, supported by growth in testing by new and existing customers and our expanded menu of available tests, as well as benefits from higher average unit sales prices. IDEXX VetLab consumables revenue included approximately $3.4 million in the second quarter of 2018 that was attributed to the New Revenue Standard.

The increase in rapid assay revenue resulted from higher sales volumes and average unit prices of canine SNAP® 4Dx Plus and higher sales volume of single analyte SNAP products and SNAP feline combination products. Rapid assay revenue included less than $0.1 million in the second quarter of 2018 that was attributed to the New Revenue Standard.
 
The increase in reference laboratory diagnostic and consulting services revenue was primarily due to the impact of higher testing volumes throughout our worldwide network of laboratories, most prominently in the U.S., resulting from increased testing from new and existing customers, supported by our differentiated diagnostic technologies, such as IDEXX SDMA and fecal antigen testing and to a lesser extent, higher average unit sales prices. Reference laboratory diagnostic and consulting revenue included approximately $1.3 million in the second quarter of 2018 that was attributed to the New Revenue Standard.

CAG Diagnostics services and accessories revenue growth was primarily a result of the increase in our active installed base of instruments.

CAG Diagnostics Capital – Instruments Revenue. The increase in instrument revenue reflects increased Catalyst analyzer and SediVue Dx instrument placements, supported by our new volume commitment program that we refer to as IDEXX 360. The success of our new IDEXX 360 program caused a shift away from both our instrument rebate and reagent

35



rental programs which resulted in increased upfront instrument revenue recognition attributed to the New Revenue Standard. CAG Diagnostics capital instrument revenue included approximately $8.8 million in the second quarter of 2018 that was attributed to the New Revenue Standard.

Veterinary Software, Services and Diagnostic Imaging Systems Revenue. The increase in revenue was primarily due to increased diagnostic imaging system placements and higher veterinary subscription service revenue, partially offset by lower diagnostic imaging system prices. Veterinary software, services and diagnostic imaging revenue included approximately $1.5 million in the second quarter of 2018 attributed to the New Revenue Standard.

The following table presents the CAG segment results of operations:


 
For the Three Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
507,487

 
 
 
$
439,948

 
 
 
$
67,539

 
15.4
%
Cost of revenue
 
221,577

 
 
 
189,862

 
 
 
31,715

 
16.7
%
Gross profit
 
285,910

 
56.3
%
 
250,086

 
56.8
%
 
35,824

 
14.3
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
84,668

 
16.7
%
 
76,374

 
17.4
%
 
8,294

 
10.9
%
General and administrative
 
49,993

 
9.9
%
 
45,396

 
10.3
%
 
4,597

 
10.1
%
Research and development
 
21,453

 
4.2
%
 
19,585

 
4.5
%
 
1,868

 
9.5
%
Total operating expenses
 
156,114

 
30.8
%
 
141,355

 
32.1
%
 
14,759

 
10.4
%
Income from operations
 
$
129,796

 
25.6
%
 
$
108,731

 
24.7
%
 
$
21,065

 
19.4
%

Gross Profit. Gross profit increased primarily due to higher sales volume and was offset by a 50 basis point decrease in the gross profit percentage. The decrease in gross profit percentage was driven by higher information technology costs, including costs that were previously captured within operating expenses, increased investments in reference laboratory capacity and employee benefits, as well as unfavorable mix impacts from high instrument revenue growth. These impacts were partially offset by the net benefit of price increases in our CAG Diagnostics recurring revenue portfolio and productivity gains. The impact from foreign currency movements increased gross profit margin by less than 10 basis points, including the impact of hedge gains in the prior period compared to hedge losses in the current period. Gross profit included approximately $6.0 million in the second quarter of 2018 attributable to the New Revenue Standard.

Operating Expense. The increase in sales and marketing expense was due primarily to increased personnel-related costs as we continue to invest in our global commercial infrastructure, offset by approximately $0.4 million related to net deferred costs to obtain contracts under the New Revenue Standard. The increase in general and administrative expense resulted primarily from higher personnel-related costs and incremental information technology investments, partially offset by certain information technology costs that are now captured within cost of revenue. The increase in research and development expense was due primarily to increased personnel-related costs. The overall change in currency exchange rates resulted in an immaterial increase in operating expenses.



36



idxx-20180331x10qg003a01.jpgWater

The following table presents the Water segment results of operations:

 
For the Three Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
32,658

 
 
 
$
29,424

 
 
 
$
3,234

 
11.0
%
Cost of revenue
 
9,579

 
 
 
8,772

 
 
 
807

 
9.2
%
Gross profit
 
23,079

 
70.7
%
 
20,652

 
70.2
%
 
2,427

 
11.8
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
4,103

 
12.6
%
 
3,505

 
11.9
%
 
598

 
17.1
%
General and administrative
 
3,210

 
9.8
%
 
2,854

 
9.7
%
 
356

 
12.5
%
Research and development
 
644

 
2.0
%
 
640

 
2.2
%
 
4

 
0.6
%
Total operating expenses
 
7,957

 
24.4
%
 
6,999

 
23.8
%
 
958

 
13.7
%
Income from operations
 
$
15,122

 
46.3
%
 
$
13,653

 
46.4
%
 
$
1,469

 
10.8
%

Revenue. The increase in revenue was attributable to higher sales volumes of our Colilert test products and related accessories used in coliform and E. coli testing in North America and Latin America, and the benefit of price increases in North America and Europe. The favorable impact of currency movements increased revenue by approximately 2%. The New Revenue Standard did not have a material impact on Water revenue in the second quarter of 2018.

Gross Profit. Gross profit increased due to higher sales volumes as well as a 50 basis point increase in the gross profit percentage. The increase in the gross profit percentage was primarily due to the net benefit of price increases and decreases in manufacturing costs, partially offset by higher freight costs. The impact from foreign currency movements decreased gross profit margin by approximately 35 basis points, including the impact of hedge gains in the prior period compared to hedge losses in the current period. The New Revenue Standard did not have a material impact on Water gross profit in the second quarter of 2018.

Operating Expenses. The increase in operating expense was primarily due to higher personnel-related costs in sales and marketing expenses and general and administrative expenses. Research and development expense was relatively unchanged. The overall change in currency exchange rates resulted in an increase in operating expenses of approximately 1%.


37



idxx-20180331x10qg004a01.jpgLivestock, Poultry and Dairy 

The following table presents the LPD segment results of operations:

 
For the Three Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage

 
 

 
 
 
 

 
 
 
 
 
 

Revenues
 
$
34,998

 
 
 
$
33,553

 
 
 
$
1,445

 
4.3
%
Cost of revenue
 
14,311

 
 
 
13,871

 
 
 
440

 
3.2
%
Gross profit
 
20,687

 
59.1
%
 
19,682

 
58.7
%
 
1,005

 
5.1
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
6,505

 
18.6
%
 
6,941

 
20.7
%
 
(436
)
 
(6.3
%)
General and administrative
 
4,805

 
13.7
%
 
4,753

 
14.2
%
 
52

 
1.1
%
Research and development
 
2,906

 
8.3
%
 
2,812

 
8.4
%
 
94

 
3.3
%
Total operating expenses
 
14,216

 
40.6
%
 
14,506

 
43.2
%
 
(290
)
 
(2.0
%)
Income from operations
 
$
6,471

 
18.5
%
 
$
5,176

 
15.4
%
 
$
1,295

 
25.0
%

Revenue. The increase in revenue was primarily due to an increase in recurring livestock and poultry testing in the U.S., Europe, and Latin America. These increases were mostly offset by lower revenue in the Asia-Pacific region related to continued pressure in our dairy business and lower pregnancy product sales, including impacts from lower milk prices. The favorable impact of currency movements increased revenue by approximately 4%. The New Revenue Standard did not have a material impact on LPD revenue in the second quarter of 2018.

Gross Profit. The increase in gross profit was due to higher sales volumes as well as a 40 basis point increase in the gross profit percentage. The increase in the gross profit percentage was primarily due to foreign currency movements and lower product costs, partially offset by lower prices. The impact from foreign currency movements increased gross profit margin by approximately 60 basis points, including the impact of higher relative hedge losses in the current period.

Operating Expenses. The decrease in sales and marketing expense was due primarily to lower personnel-related costs. General and administrative and research and development costs were consistent as compared to the prior period. The overall change in currency exchange rates resulted in an increase in operating expenses of approximately 1%.


38



Other

The following table presents the Other results of operations:
໿

 
For the Three Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage

 
 

 
 
 
 

 
 
 
 
 
 

Revenues
 
$
5,609

 
 
 
$
6,015

 
 
 
$
(406
)
 
(6.7
%)
Cost of revenue
 
2,996

 
 
 
3,512

 
 
 
(516
)
 
(14.7
%)
Gross profit
 
2,613

 
46.6
%
 
2,503

 
41.6
%
 
110

 
4.4
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
439

 
7.8
%
 
601

 
10.0
%
 
(162
)
 
(27.0
%)
General and administrative
 
773

 
13.8
%
 
826

 
13.7
%
 
(53
)
 
(6.4
%)
Research and development
 
271

 
4.8
%
 
308

 
5.1
%
 
(37
)
 
(12.0
%)
Total operating expenses
 
1,483

 
26.4
%
 
1,735

 
28.8
%
 
(252
)
 
(14.5
%)
Income from operations
 
$
1,130

 
20.1
%
 
$
768

 
12.8
%
 
$
362

 
47.1
%

Revenue. The decrease in revenue was due to lower volumes of our OPTI Medical analyzers and related consumables reflecting prior year customer restocking after temporary product availability constraints during the first quarter of 2017, offset by higher royalties associated with intellectual property related to our former pharmaceutical product line and higher realized prices of our OPTI Medical products and services. The favorable impact of currency movements increased revenue by approximately 40 basis points.
 
Gross Profit. The increase in gross profit was due to a 5% increase in the gross profit percentage due primarily to increased royalties and higher OPTI Medical realized prices, partially offset by higher OPTI Medical product costs. The overall change in currency exchange rates had an immaterial impact on the gross profit percentage.

Operating Expenses. The decrease in operating expense was due primarily to lower personnel costs in sales and marketing. General and administrative and research and development costs were consistent as compared to the prior period.


39



Unallocated Amounts

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.”

The following table presents the Unallocated Amounts results of operations:

 
For the Three Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
 
 
2017
 
 
 
Amount
 
Percentage

 
 

 
 
 
 

 
 
 
 
 
 

Revenues
 
$

 
 
 
$

 
 
 
$

 
N/A

Cost of revenue
 
(150
)
 
 
 
208

 
 
 
(358
)
 
(172.1
%)
Gross profit
 
150

 
 
 
(208
)
 
 
 
358

 
(172.1
%)

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
540

 
 
 
272

 
 
 
268

 
98.5
%
General and administrative
 
2,299

 
 
 
1,631

 
 
 
668

 
41.0
%
Research and development
 
4,236

 
 
 
3,653

 
 
 
583

 
16.0
%
Total operating expenses
 
7,075

 
 
 
5,556

 
 
 
1,519

 
27.3
%
Loss from operations
 
$
(6,925
)
 
 
 
$
(5,764
)
 
 
 
$
(1,161
)
 
20.1
%

Gross Profit. Costs of revenue impacts that were not allocated to segments were relatively consistent.

Operating Expenses. The overall increase in operating expenses was primarily due to foreign exchange losses on settlements of foreign currency denominated transactions compared to gains in the prior period, partially offset by lower unallocated employee incentive costs and corporate function costs as a result of increased allocations to our segments.

Non-Operating Items

Interest Income. Interest income was $0.2 million for the three months ended June 30, 2018, as compared to $1.2 million for the three months ended June 30, 2017. The decrease in interest income was due primarily to the liquidation of our portfolio of marketable securities during the first quarter of 2018. We do not anticipate any material interest income for the remainder of 2018. The adoption of the New Revenue Standard decreased interest income by approximately $0.3 million in the second quarter of 2018.

Interest Expense. Interest expense was $8.5 million for the three months ended June 30, 2018, as compared to $9.2 million for the same period in the prior year. The decrease in interest expense was due to lower average balance on our Credit Facility, partially offset by higher variable interest rates.

Provision for Income Taxes. Our effective income tax rate was 20.9% for the three months ended June 30, 2018, as compared to 25.5% for the three months ended June 30, 2017. The decrease in our effective tax rate was primarily related to the reduction in our U.S. statutory tax rate as a result of the 2017 Tax Act.




40



Results of Operations
Six Months Ended June 30, 2018, Compared to Six Months Ended June 30, 2017

Comparison to Prior Periods. Our six month period, also referred to as our first half of 2018, ended on June 30. Unless otherwise stated, the analysis and discussion of our financial condition and results of operations below, including references to growth and organic growth and increases and decreases, are being compared to the equivalent prior year period.

Total Company. The following table presents total Company revenue by operating segment:
 
 
For the Six Months Ended June 30,
 
 
 
 
 
 
 
 
 
 
Net Revenue
(dollars in thousands)
 
2018
 
2017
 
Dollar Change
 
Reported Revenue Growth (1)
 
Percentage Change from Currency
 
Percentage Change from Acquisitions
 
Organic Revenue Growth (1)

 
 

 
 

 
 
 
 

 
 
 
 
 
 

CAG
 
$
978,320

 
$
843,175

 
$
135,145

 
16.0
%
 
2.7
%
 
0.1
%
 
13.3
%
United States
 
643,151

 
566,317

 
76,834

 
13.6
%
 

 
0.1
%
 
13.5
%
International
 
335,169

 
276,858

 
58,311

 
21.1
%
 
8.2
%
 

 
12.9
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Water
 
61,801

 
54,501

 
7,300

 
13.4
%
 
3.1
%
 

 
10.3
%
United States
 
29,661

 
27,385

 
2,276

 
8.3
%
 

 

 
8.3
%
International
 
32,140

 
27,116

 
5,024

 
18.5
%
 
6.3
%
 

 
12.3
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
LPD
 
67,238

 
62,870

 
4,368

 
6.9
%
 
5.9
%
 

 
1.1
%
United States
 
6,994

 
6,917

 
77

 
1.1
%
 

 

 
1.1
%
International
 
60,244

 
55,953

 
4,291

 
7.7
%
 
6.6
%
 

 
1.1
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other
 
11,049

 
10,415

 
634

 
6.1
%
 
0.8
%
 

 
5.3
%

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Company
 
$
1,118,408

 
$
970,961

 
$
147,447

 
15.2
%
 
2.9
%
 
0.1
%
 
12.2
%
United States
 
684,197

 
604,308

 
79,889

 
13.2
%
 

 
0.1
%
 
13.1
%
International
 
434,211

 
366,653

 
67,558

 
18.4
%
 
7.7
%
 

 
10.8
%
(1)
Reported revenue growth and organic revenue growth may not recalculate due to rounding.

Total Company Revenue. The increase in both U.S. and international organic revenues was driven by strong volume gains in CAG Diagnostics recurring revenue, supported by our differentiated diagnostic technologies and expanded commercial organization that are driving increased volumes from new and existing customers in our reference laboratory business and the continued expansion of our CAG Diagnostics instrument installed base. International organic growth was strong in Europe and the Asia Pacific region, reflecting CAG Diagnostics recurring volume driven growth. Our Water business also contributed to our international growth, primarily from higher sales volumes of our Colilert test products and related accessories.  Total company revenue included approximately $27.2 million in the first half of 2018 that was attributed to the New Revenue Standard.

41



The following table presents total Company results of operations:

 
For the Six Months Ended June 30,
 
Change
Total Company - Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage

 
 

 
 
 
 

 
 
 
 
 
 

Revenues
 
$
1,118,408

 
 
 
$
970,961

 
 
 
$
147,447

 
15.2
%
Cost of revenue
 
482,870

 
 
 
420,055

 
 
 
62,815

 
15.0
%
Gross profit
 
635,538

 
56.8
%
 
550,906

 
56.7
%
 
84,632

 
15.4
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
196,356

 
17.6
%
 
174,937

 
18.0
%
 
21,419

 
12.2
%
General and administrative
 
122,011

 
10.9
%
 
108,374

 
11.2
%
 
13,637

 
12.6
%
Research and development
 
58,533

 
5.2
%
 
52,788

 
5.4
%
 
5,745

 
10.9
%
Total operating expenses
 
376,900

 
33.7
%
 
336,099

 
34.6
%
 
40,801

 
12.1
%
Income from operations
 
$
258,638

 
23.1
%
 
$
214,807

 
22.1
%
 
$
43,831

 
20.4
%

Gross Profit. Gross profit increased due to higher sales volumes and a 10 basis point increase in the gross profit percentage. The increase in the gross profit percentage was supported by the net benefit of price increases in our CAG Diagnostics recurring revenue portfolio, the favorable impact of lower product costs and productivity gains, partially offset by higher information technology costs, including costs that were previously captured within operating expenses, as well as increased investments in reference laboratory capacity. The impact from foreign currency movements including the impact of hedge gains in the prior period compared to hedge losses in the current period did not have a material impact. Gross profit included approximately $11.7 million in the first half of 2018 attributable to the New Revenue Standard.

Operating Expense. The increase in total Company sales and marketing expense was due primarily to increased personnel-related costs as we continue to invest in and grow our global commercial infrastructure. The increase in general and administrative expense resulted primarily from foreign exchange losses on settlements of foreign currency denominated transactions compared to gains in the prior period, information technology investments, including ongoing depreciation and maintenance associated with prior year projects, and higher personnel-related costs, partially offset by certain information technology costs that are now captured within cost of revenue. Research and development expense increased primarily due to higher personnel-related costs. The overall change in currency exchange rates resulted in an increase in operating expenses of approximately 3%.

42



idxx-20180331x10qg002a01.jpgCompanion Animal Group

The following table presents revenue by product and service category for CAG: 
໿
໿
 
 
For the Six Months Ended June 30,
 
 
 
 
 
 
Net Revenue
(dollars in thousands)
 
2018
 
2017
 
Dollar Change
 
Reported Revenue Growth (1)
 
Percentage Change from Currency
 
Percentage Change from Acquisitions
 
Organic Revenue Growth (1)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CAG Diagnostics recurring revenue:
 
$
843,714

 
$
726,999

 
$
116,715

 
16.1
%
 
2.8
%
 

 
13.3
%
IDEXX VetLab consumables
 
308,133

 
255,647

 
52,486

 
20.5
%
 
3.2
%
 

 
17.3
%
Rapid assay products
 
115,379

 
108,161

 
7,218

 
6.7
%
 
1.3
%
 

 
5.4
%
Reference laboratory diagnostic and consulting services
 
384,205

 
330,367

 
53,838

 
16.3
%
 
2.9
%
 

 
13.4
%
CAG diagnostics services and accessories
 
35,997

 
32,824

 
3,173

 
9.7
%
 
3.0
%
 

 
6.6
%
CAG Diagnostics capital - instruments
 
65,439

 
53,899

 
11,540

 
21.4
%
 
4.5
%
 

 
16.9
%
Veterinary software, services and diagnostic imaging systems
 
69,167

 
62,277

 
6,890

 
11.1
%
 
0.6
%
 
1.0
%
 
9.5
%
Net CAG revenue
 
$
978,320

 
$
843,175

 
$
135,145

 
16.0
%
 
2.7
%
 
0.1
%
 
13.3
%
(1)
 Reported revenue growth and organic revenue growth may not recalculate due to rounding

CAG Diagnostics Recurring Revenue. The increase in CAG Diagnostics recurring revenue was due primarily to increased volumes in reference laboratory diagnostic services and IDEXX VetLab consumables, supported by our differentiated diagnostic technologies and our expanded commercial organization. CAG Diagnostics recurring revenue included approximately $9.0 million in the first half of 2018 that was attributed to the New Revenue Standard.

IDEXX VetLab consumables revenue growth was primarily due 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 and Sedivue Dx analyzer pay-per-run sales, supported by growth in testing by new and existing customers and our expanded menu of available tests, as well as benefits from higher average unit sales prices. IDEXX VetLab consumables revenue included approximately $6.1 million in the first half of 2018 that was attributed to the New Revenue Standard.

The increase in rapid assay revenue resulted from higher sales volumes and average unit prices of canine SNAP® 4Dx Plus tests and higher sales volumes of single analyte SNAP products and SNAP feline combination products. Rapid assay revenue included approximately $0.3 million in the first half of 2018 that was attributed to the New Revenue Standard.
 
The increase in reference laboratory diagnostic and consulting services revenue was primarily due to the impact of higher testing volumes throughout our worldwide network of laboratories, most prominently in the U.S., resulting from increased testing from new and existing customers, supported by our differentiated diagnostic technologies, such as IDEXX SDMA and fecal antigen testing and, to a lesser extent, higher average unit sales prices. Reference laboratory diagnostic and consulting revenue included approximately $2.8 million in the first half of 2018 that was attributed to the New Revenue Standard.

CAG Diagnostics services and accessories revenue growth was primarily a result of the increase in our active installed base of instruments.

CAG Diagnostics Capital – Instruments Revenue. The increase in instrument revenue reflects increased SediVue Dx and Catalyst analyzer placements, supported by the introduction of IDEXX 360 in the first quarter of 2018. The success of our new IDEXX 360 program caused a shift away from both our instrument rebate and reagent rental programs, which resulted in

43



increased upfront instrument revenue recognition attributed to the New Revenue Standard. CAG Diagnostics capital instrument revenue included approximately $15.7 million in the first half of 2018 that was attributed to the New Revenue Standard.

Veterinary Software, Services and Diagnostic Imaging Systems Revenue. The increase in revenue was primarily due to increased diagnostic imaging system placements and higher veterinary subscription service revenue, partially offset by lower relative diagnostic imaging system prices. Veterinary software, services and diagnostic imaging revenue included approximately $2.1 million in the first half of 2018 attributed to the New Revenue Standard.

The following table presents the CAG segment results of operations:


 
For the Six Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
978,320

 
 
 
$
843,175

 
 
 
$
135,145

 
16.0
%
Cost of revenue
 
430,477

 
 
 
372,019

 
 
 
58,458

 
15.7
%
Gross profit
 
547,843

 
56.0
%
 
471,156

 
55.9
%
 
76,687

 
16.3
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
173,774

 
17.8
%
 
154,156

 
18.3
%
 
19,618

 
12.7
%
General and administrative
 
101,128

 
10.3
%
 
89,463

 
10.6
%
 
11,665

 
13.0
%
Research and development
 
42,747

 
4.4
%
 
38,951

 
4.6
%
 
3,796

 
9.7
%
Total operating expenses
 
317,649

 
32.5
%
 
282,570

 
33.5
%
 
35,079

 
12.4
%
Income from operations
 
$
230,194

 
23.5
%
 
$
188,586

 
22.4
%
 
$
41,608

 
22.1
%

Gross Profit. Gross profit increased primarily due to higher sales volume and a 10 basis point increase in the gross profit percentage. The increase in gross profit percentage was supported by the net benefit of price increases in our CAG Diagnostics recurring revenue portfolio and the favorable impact of productivity gains, partially offset by higher information technology costs, including costs that were previously captured within operating expenses, as well as increased investments in reference laboratory capacity. The impact from foreign currency movements increased gross profit margin by less than 10 basis points, including the impact of hedge gains in the prior period compared to hedge losses in the current period. Gross profit included approximately $11.4 million in the first half of 2018 attributable to the New Revenue Standard.

Operating Expense. The increase in sales and marketing expense was due primarily to increased personnel-related costs as we continue to invest in our global commercial infrastructure, offset by approximately $1.0 million related to net deferred costs to obtain contracts under the New Revenue Standard. The increase in general and administrative expense resulted primarily from higher personnel-related costs and incremental information technology investments, partially offset by certain information technology costs that are now captured within cost of revenue. The increase in research and development expense was due primarily to increased personnel-related costs. The overall change in currency exchange rates resulted in an increase in operating expenses of approximately 2%.



44



idxx-20180331x10qg003a01.jpgWater

The following table presents the Water segment results of operations:

 
For the Six Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
61,801

 
 
 
$
54,501

 
 
 
$
7,300

 
13.4
%
Cost of revenue
 
18,360

 
 
 
16,374

 
 
 
1,986

 
12.1
%
Gross profit
 
43,441

 
70.3
%
 
38,127

 
70.0
%
 
5,314

 
13.9
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
8,168

 
13.2
%
 
7,168

 
13.2
%
 
1,000

 
14.0
%
General and administrative
 
6,398

 
10.4
%
 
5,785

 
10.6
%
 
613

 
10.6
%
Research and development
 
1,291

 
2.1
%
 
1,258

 
2.3
%
 
33

 
2.6
%
Total operating expenses
 
15,857

 
25.7
%
 
14,211

 
26.1
%
 
1,646

 
11.6
%
Income from operations
 
$
27,584

 
44.6
%
 
$
23,916

 
43.9
%
 
$
3,668

 
15.3
%

Revenue. The increase in revenue was attributable to higher sales volumes of our Colilert test products and related accessories, used in coliform and E. coli testing in North America and Latin America, and the benefit of price increases. Revenue growth in Latin America was driven by our go-direct initiative in Brazil, which contributed approximately 1% to revenue growth, including the impact of reductions in distributor inventories in the prior year and the benefit of price increases in the current year. Water revenue of approximately $0.4 million in the first half of 2018 was attributed to the New Revenue Standard, as a result of accelerated revenue recognition upon shipping to customer instead of delivery to the customer. The favorable impact of currency movements increased revenue by approximately 3%.

Gross Profit. Gross profit increased due to higher sales volumes as well as a 30 basis point increase in the gross profit percentage. The increase in the gross profit percentage was primarily due to the net benefit of price increases, as well as decreases in manufacturing costs. The impact from foreign currency movements decreased gross profit margin by approximately 60 basis points, including the impact of hedge gains in the prior period compared to hedge losses in the current period. Gross profit included approximately $0.3 million in the first half of 2018 attributable to the New Revenue Standard.

Operating Expenses. The increase in operating expense was primarily due to higher personnel-related costs in sales and marketing expenses and general and administrative expenses. Research and development expense was relatively unchanged. The overall change in currency exchange rates resulted in an increase in operating expenses of approximately 3%.


45



idxx-20180331x10qg004a01.jpgLivestock, Poultry and Dairy 

The following table presents the LPD segment results of operations:

 
For the Six Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage

 
 

 
 
 
 

 
 
 
 
 
 

Revenues
 
$
67,238

 
 
 
$
62,870

 
 
 
$
4,368

 
6.9
%
Cost of revenue
 
28,904

 
 
 
26,343

 
 
 
2,561

 
9.7
%
Gross profit
 
38,334

 
57.0
%
 
36,527

 
58.1
%
 
1,807

 
4.9
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
13,119

 
19.5
%
 
12,476

 
19.8
%
 
643

 
5.2
%
General and administrative
 
9,715

 
14.4
%
 
9,162

 
14.6
%
 
553

 
6.0
%
Research and development
 
6,068

 
9.0
%
 
5,911

 
9.4
%
 
157

 
2.7
%
Total operating expenses
 
28,902

 
43.0
%
 
27,549

 
43.8
%
 
1,353

 
4.9
%
Income from operations
 
$
9,432

 
14.0
%
 
$
8,978

 
14.3
%
 
$
454

 
5.1
%

Revenue. The increase in revenue was primarily due to an increase in recurring livestock and poultry testing in the U.S., Europe, and Latin America. These increases were partially offset by lower revenue in the Asia-Pacific region related to continued pressure in our dairy business, including impacts from lower milk prices. The favorable impact of currency movements increased revenue by approximately 6%. The New Revenue Standard did not have a material impact on LPD revenue in the first half of 2018.

Gross Profit. The increase in gross profit was due to higher sales volume partially offset by a 110 basis point reduction in the gross profit percentage. The decrease in the gross profit percentage reflected higher product costs and lower prices. The impact from foreign currency movements increased gross profit margin by approximately 40 basis points, including the impact of hedge gains in the prior period compared to hedge losses in the current period.

Operating Expenses. The increase in sales and marketing expense was due primarily to the impact of foreign currency exchange movements. The increase in general and administrative expense resulted primarily from consultant costs. The increase in research and development expense was due primarily to increased personnel-related costs, partially offset by lower third-party costs. The overall change in currency exchange rates resulted in an increase in operating expenses of approximately 3%.


46



Other

The following table presents the Other results of operations:
໿

 
For the Six Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
Percent of Revenue
 
2017
 
Percent of Revenue
 
Amount
 
Percentage

 
 

 
 
 
 

 
 
 
 
 
 

Revenues
 
$
11,049

 
 
 
$
10,415

 
 
 
$
634

 
6.1
%
Cost of revenue
 
6,362

 
 
 
5,801

 
 
 
561

 
9.7
%
Gross profit
 
4,687

 
42.4
%
 
4,614

 
44.3
%
 
73

 
1.6
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
959

 
8.7
%
 
1,220

 
11.7
%
 
(261
)
 
(21.4
%)
General and administrative
 
1,577

 
14.3
%
 
1,617

 
15.5
%
 
(40
)
 
(2.5
%)
Research and development
 
523

 
4.7
%
 
616

 
5.9
%
 
(93
)
 
(15.1
%)
Total operating expenses
 
3,059

 
27.7
%
 
3,453

 
33.2
%
 
(394
)
 
(11.4
%)
Income from operations
 
$
1,628

 
14.7
%
 
$
1,161

 
11.1
%
 
$
467

 
40.2
%

Revenue. The increase in revenue was due to higher royalties associated with intellectual property related to our former pharmaceutical product line, as well as higher realized prices of our OPTI Medical products and services, partially offset by lower volumes of our OPTI Medical products and services. The favorable impact of currency movements increased revenue by approximately 80 basis points.
 
Gross Profit. Overall gross profit remained relatively flat despite a 1.9% decrease in the gross profit percentage due primarily to higher OPTI Medical product costs, offset by increased royalties. The overall change in currency exchange rates had an immaterial impact on the gross profit percentage.

Operating Expenses. The decrease in operating expense was due primarily to lower personnel costs in sales and marketing and research and development. General and administrative costs were consistent as compared to the prior period.


47



Unallocated Amounts

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.”

The following table presents the Unallocated Amounts results of operations:

 
For the Six Months Ended June 30,
 
Change
Results of Operations
(dollars in thousands)
 
2018
 
 
 
2017
 
 
 
Amount
 
Percentage

 
 

 
 
 
 

 
 
 
 
 
 

Revenues
 
$

 
 
 
$

 
 
 
$

 
N/A

Cost of revenue
 
(1,233
)
 
 
 
(482
)
 
 
 
(751
)
 
155.8
%
Gross profit
 
1,233

 
 
 
482

 
 
 
751

 
155.8
%

 
 
 
 
 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Sales and marketing
 
336

 
 
 
(83
)
 
 
 
419

 
(504.8
%)
General and administrative
 
3,193

 
 
 
2,347

 
 
 
846

 
36.0
%
Research and development
 
7,904

 
 
 
6,052

 
 
 
1,852

 
30.6
%
Total operating expenses
 
11,433

 
 
 
8,316

 
 
 
3,117

 
37.5
%
Loss from operations
 
$
(10,200
)
 
 
 
$
(7,834
)
 
 
 
$
(2,366
)
 
30.2
%

Gross Profit. Costs of revenues impacts that were not allocated to segments were relatively consistent.

Operating Expenses. The overall increase in operating expenses was primarily due to foreign exchange losses on settlements of foreign currency denominated transactions compared to gains in the prior period, partially offset by lower unallocated employee incentive costs and corporate function costs as a result of increased allocations to our segments.

Non-Operating Items

Interest Income. Interest income was $0.8 million for the six months ended June 30, 2018, as compared to $2.3 million for the six months ended June 30, 2017. The decrease in interest income was due primarily to the liquidation of our portfolio of marketable securities during the first quarter of 2018. We do not anticipate any material interest income for the remainder of 2018. The adoption of the New Revenue Standard decreased interest income by approximately $0.6 million in the first half of 2018.

Interest Expense. Interest expense was $17.7 million for the six months ended June 30, 2018, as compared to $17.7 million for the same period in the prior year. Higher variable interest rates on our Credit Facility were offset by lower average balances.

Provision for Income Taxes. Our effective income tax rate was 18.0% for the six months ended June 30, 2018, as compared to 22.5% for the six months ended June 30, 2017. The decrease in our effective tax rate was primarily related to the reduction in our U.S. statutory tax rate as a result of the 2017 Tax Act.


48



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 Credit Facility. At June 30, 2018, we had $174.6 million of cash, cash equivalents and short-duration marketable securities, as compared to $471.9 million on December 31, 2017. Working capital, including our Credit Facility, totaled negative $34.5 million at June 30, 2018, as compared to negative $32.6 million at December 31, 2017. Additionally, at June 30, 2018, we had remaining borrowing availability of $412.0 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, 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. We may enter into new financing arrangements or refinance or retire existing debt in the future depending on market conditions. Should we require more capital in the U.S. than is generated by our operations, for example to fund significant discretionary activities, we could elect to raise capital in the U.S. through debt or equity issuances. These alternatives could result in increased interest expense or other dilution of our earnings.

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. 

The following table presents cash, cash equivalents and marketable securities held domestically and by our foreign subsidiaries at June 30, 2018, and December 31, 2017:
໿
Cash, cash equivalents and marketable securities
(dollars in thousands)
 
June 30, 2018
 
December 31, 2017

 
 

 
 

U.S.
 
$
3,302

 
$
5,902

Foreign
 
171,257

 
466,028

Total
 
$
174,559

 
471,930


 
 

 
 

Total cash, cash equivalents and marketable securities held in U.S. dollars by our foreign subsidiaries
 
$
20,389

 
$
334,339


 
 

 
 

Percentage of total cash, cash equivalents and marketable securities held in U.S. dollars by our foreign subsidiaries
 
11.7
%
 
70.8
%

໿
As a result of the passage of the 2017 Tax Act during the fourth quarter of 2017, we liquidated our marketable securities held outside the U.S. during the first quarter of 2018 and recognized a loss of approximately $0.3 million. We repatriated these funds and reduced our revolving debt balance during the first quarter of 2018. 

Of the $174.6 million of cash and cash equivalents held as of June 30, 2018, approximately 93% was held as bank deposits and approximately 7% was invested in money market funds restricted to U.S. government and agency securities.
 

49



The following table presents additional key information concerning working capital: 
໿

For the Three Months Ended

June 30,
2018
 
March 31,
2018
 
December 31,
2017
 
September 30,
2017
 
June 30,
2017

 
 
 
 
 

 
 

 
 

Days sales outstanding (1)
41.2

 
42.0

 
41.7

 
43.4

 
41.7

Inventory turns (2)
2.2

 
2.0

 
2.2

 
1.9

 
2.0


(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)
 
2018
 
2017
 
Dollar Change

 
 

 
 

 
 
Net cash provided by operating activities
 
$
153,728

 
$
141,466

 
$
12,262

Net cash provided (used) by investing activities
 
232,661

 
(72,714
)
 
305,375

Net cash used by financing activities
 
(395,699
)
 
(62,087
)
 
(333,612
)
Net effect of changes in exchange rates on cash
 
(3,806
)
 
4,409

 
(8,215
)
Net change in cash and cash equivalents
 
$
(13,116
)
 
$
11,074

 
$
(24,190
)

Operating Activities. The increase in cash provided by operating activities of $12.3 million was driven primarily by the increases in net income and the benefit of deferred income taxes, offset by the changes in operating assets and liabilities. The following table presents cash flows from changes in operating assets and liabilities: 

໿

 
For the Six Months Ended June 30,
(dollars in thousands)
 
2018
 
2017
 
Dollar Change

 
 

 
 

 
 
Accounts receivable
 
$
(32,872
)
 
$
(32,400
)
 
$
(472
)
Inventories
 
(16,825
)
 
(18,850
)
 
2,025

Accounts payable
 
3

 
1,422

 
(1,419
)
Deferred revenue
 
(3,252
)
 
1,898

 
(5,150
)
Other assets and liabilities
 
(55,781
)
 
(21,426
)
 
(34,355
)
 
 
 
 
 
 
 
Total change in cash due to changes in operating assets and liabilities
 
$
(108,727
)
 
$
(69,356
)
 
$
(39,371
)
 
Cash used due to changes in operating assets and liabilities during the six months ended June 30, 2018, as compared to the same period in the prior year, increased approximately $39.4 million primarily due to the impact of instruments placements under a new volume commitment program referred to as IDEXX 360, which increases other assets and a related decrease in deferred revenues as a result of fewer instruments placements under rebate programs. Our transition to the New Revenue Standard also impacted the classification of cash flow impacts, see Notes 2 and 3 to the unaudited condensed consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information regarding our volume commitment programs and the impact of the New Revenue Standard.
    
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 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

50



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 provided by investing activities was $232.7 million for the six months ended June 30, 2018, as compared to cash used by investing activities of $72.7 million for the same period in the prior year. The change from cash used by investing activities to cash provided by investing activities was primarily due to the sale of marketable securities as a result of our repatriation of cash and investments held by our foreign subsidiaries. 

Financing Activities. Cash used by financing activities was $395.7 million for the six months ended June 30, 2018, as compared to cash used by financing activities of $62.1 million for the same period in the prior year. The increase in cash used by financing activities was due to a partial repayment on our revolving Credit Facility from repatriated foreign cash and an increase in repurchases of our common stock.
 
Cash used to repurchase shares of our common stock increased $19.1 million during the six months ended June 30, 2018, as compared to the same period in 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 10 to the unaudited condensed consolidated financial statements in Part I, Item I of 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 cash used of $218.0 million during the six months ended June 30, 2018, as compared to $93.0 million of cash provided in the same period of the prior year. At June 30, 2018, we had $437.0 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 2017 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 Agreements, 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.

Effect of Currency Translation on Cash. The net effect of changes in foreign currency exchange rates are related to changes in exchange rates between the U.S. dollar and the functional currencies of our foreign subsidiaries. These changes will fluctuate for each period presented as the value of the U.S. dollar relative to the value of the foreign currencies changes. A currency’s value depends on many factors, including interest rates and the country’s debt levels and strength of economy.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements or variable interest entities, except for letters of credit and third-party guarantees.

51




Financial Covenant. 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, 2018, we were in compliance with such covenant. The following details our consolidated leverage ratio calculation as of June 30, 2018:

໿
 
Twelve months ended
Trailing 12 Months Adjusted EBITDA:
June 30, 2018

 

Net income attributable to stockholders (as reported)
$
306,910

Interest expense
37,212

Provision for income taxes
116,433

Depreciation and amortization
83,943

Share-based compensation expense
24,127

Adjusted EBITDA
$
568,625


 

 
Debt to Adjusted EBITDA Ratio:
June 30, 2018

 

Line of credit
$
437,000

Long-term debt
603,130

Total debt
1,040,130

Acquisition-related contingent consideration payable
2,537

Capitalized leases
330

U.S. GAAP change - deferred financing costs
460

Gross debt
1,043,457

Gross debt to Adjusted EBITDA ratio
1.84


 

Less: Cash and cash equivalents
(174,559
)
Net debt
$
868,898

Net debt to Adjusted EBITDA ratio
1.53


Adjusted EBITDA, gross debt, net debt, gross debt to Adjusted EBITDA ratio 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, 2018, 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 contained in our 2017 Annual Report.  


52



Item 3. Quantitative and Qualitative Disclosures About Market Risk 
 
For quantitative and qualitative disclosures about market risk affecting us, see the section under the heading “Part II, Item 7A. Quantitative and Qualitative Disclosure About Market Risk” of our 2017 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 2017 Annual Report, except for the impact of foreign exchange rates, as discussed below. 

Foreign Currency Exchange Impacts. Approximately 21% and 22% of our consolidated revenue was derived from products manufactured in the U.S. and sold internationally in local currencies for the three and six months ended June 30, 2018, respectively, as compared to 20% for both the three and six months ended June 30, 2017. 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. dollar denominated revenues.

Our foreign currency exchange impacts are comprised of three components: 1) local currency revenues and expenses; 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. Based on projected revenues and expenses for the remainder of 2018, excluding the impact of intercompany and trade balances denominated in currencies other than the functional subsidiary currencies, we project a 1% strengthening of the U.S. dollar would reduce revenue by approximately $4 million and operating income by approximately $2 million. Additionally, we project our foreign currency hedge contracts in place as of June 30, 2018, would result in offsetting gains that are immaterial. The impact of the intercompany and trade balances, 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 such balances.

At our current foreign currency exchange rate assumptions, the favorable impact from a weaker dollar in the first half of 2018 will be partially offset by the projected impact of a stronger U.S. dollar for the remainder of the year, resulting in our revenues, operating profit, and diluted earnings per share for the year ending December 31, 2018, increasing by approximately $9 million, $1 million, and $0.01 per share, respectively. This favorable impact includes an immaterial impact from foreign currency hedging activity. The actual impact of changes in the value of the U.S. dollar against foreign currencies in which we transact may materially differ from our expectations described above. The above estimates assume that the value of the U.S. dollar will reflect the euro at $1.14, the British pound at $1.28, the Canadian dollar at $0.74, and the Australian dollar at $0.72; and the Japanese yen at ¥115, the Chinese renminbi at RMB 6.90 and the Brazilian real at R$3.95 relative to the U.S. dollar for the remainder of 2018.

The following table presents the foreign currency exchange impact on our revenues, operating profit, and diluted earnings per share for the three and six months ended June 30, 2018 and 2017, as compared to the respective prior periods:

໿

 
For the Three Months Ended
June 30,
 
For the Six Months Ended
June 30,
(dollars in thousands)
 
2018
 
2017
 
2018
 
2017

 
 

 
 

 
 
 
 
Revenue impact
 
$
9,791

 
$
(5,301
)
 
$
27,607

 
$
(8,256
)

 
 
 
 
 
 
 
 
Operating profit impact, excluding hedge activity
 
$
3,456

 
$
(2,044
)
 
$
10,598

 
$
(4,496
)

 
 
 
 
 
 
 
 
Hedge gains - prior year
 
(753
)
 
(80
)
 
(1,828
)
 
(889
)
Hedge (losses) gains - current year
 
(833
)
 
753

 
(2,668
)
 
1,828

Hedging activity impact
 
(1,586
)
 
673

 
(4,496
)
 
939


 
 
 
 
 
 
 
 
Operating profit impact, including hedge activity
 
$
1,870

 
$
(1,371
)
 
$
6,102

 
$
(3,557
)
Diluted earnings per share impact, including hedge activity
 
$
0.02

 
$
(0.01
)
 
$
0.05

 
$
(0.03
)

53



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 SEC’s 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, 2018, 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 months ended June 30, 2018, 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 risk factors discussed in “Part I, Item 1A. Risk Factors in our 2017 Annual Report, as well as the updated risk factors below, which supplement and should be read in conjunction with the risk factors disclosed in our 2017 Annual Report, any and all of which could materially affect our business, financial condition, or future results. Except as described below in this Item 1A., there have been no material changes from the risk factors previously disclosed in the 2017 Annual Report. The risks described in this Quarterly Report on Form 10-Q and in our 2017 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.

Our dependence on suppliers could limit our ability to sell certain products or negatively affect our operating results  
 
We rely on third-party suppliers to provide components for our products, manufacture products that we do not manufacture ourselves and perform services that we do not provide ourselves, including package-delivery services. Because these suppliers are independent third parties with their own financial objectives, actions taken by them could have a materially negative effect on our results of operations. The risks of relying on suppliers include our inability to enter into contracts with such suppliers on reasonable terms, breach, or termination by suppliers of their contractual obligations, inconsistent or inadequate quality control, relocation of supplier facilities, disruption to suppliers’ business, including work stoppages, suppliers’ failure to comply with complex and changing regulations, and third party financial failure. Any problems with our suppliers and associated disruptions to our supply chain could materially negatively impact our ability to supply the market, substantially decrease sales, lead to higher costs, or damage our reputation with our customers, and any longer-term disruptions

54



could potentially result in the permanent loss of our customers, which could reduce our recurring revenues and long-term profitability. Disruption to our supply chain could occur as a result of any number of events, including, but not limited to, increases in wages that drive up prices; the imposition of regulations, trade protection measures, tariffs, duties, import/export restrictions, quotas or embargoes on key components; labor stoppages; transportation failures affecting the supply and shipment of materials and finished goods; the unavailability of raw materials; severe weather conditions; natural disasters; civil unrest, geopolitical developments, war or terrorism; computer viruses, physical or electronic breaches, or other information system disruptions or security breaches; and disruptions in utility and other services. For more information regarding the risks presented by natural and other disasters and system disruptions and security breaches from cyberattacks, see the risk factor titled “Natural and other disasters, information technology system failures and network disruptions and cybersecurity breaches and attacks could adversely affect our business” in our 2017 Annual Report.

In addition, we currently purchase many products and materials from sole or single sources. Some of the products that we purchase from these sources are proprietary and, therefore, cannot be readily or easily replaced by alternative sources. These products include the majority of our Catalyst Dx and Catalyst One consumables; VetLyte electrolyte consumables; ProCyte Dx hematology, IDEXX VetAutoread hematology, and VetTest chemistry analyzers and related consumables and accessories; SediVue Dx urine sediment analyzer and consumables; image capture plates used in our diagnostic imaging systems; and certain components and raw materials used in our SNAP rapid assay kits and SNAP Pro Mobile Device, Catalyst One, LaserCyte and LaserCyte Dx hematology analyzers, livestock and poultry diagnostic tests, dairy testing products, and water testing products. Even where products and materials are available from alternate suppliers, if any becomes unavailable to us for any reason we likely would incur additional costs and delays in identifying or qualifying replacement materials and there can be no assurance that replacements would be available to us on acceptable terms, or at all. In certain cases, we may be required to obtain regulatory approval to use alternative suppliers, and this process of approval could delay production of our products or development of product candidates indefinitely.

We seek to mitigate risks associated with sole and single source suppliers, when possible, by entering into long-term contracts that provide for an uninterrupted supply of products at predictable or fixed prices. However, suppliers may decline to enter into long-term contracts for any number of reasons, which required us to purchase products via short-term contracts or on a purchase order basis. There can be no assurance that suppliers with which we do not have long-term contracts will continue to supply our requirements for products, that suppliers with which we do have long-term contracts will always fulfill their obligations under those contracts, or that any of our suppliers will not experience disruptions in their ability to supply our requirements for products. In cases where we purchase sole and single source products or components under purchase orders, we are more susceptible to unanticipated cost increases or changes in other terms of supply. In addition, under some contracts with suppliers we have minimum purchase obligations, and our failure to satisfy those obligations may result in loss of some or all of our rights under these contracts or require us to compensate the supplier. If we are unable to obtain adequate quantities of products in the future from sole and single source suppliers, or if such sole and single source suppliers are unable to obtain the components or other materials required to manufacture the products, we may be unable to supply the market, which could have a material adverse effect on our results of operations, and any longer-term disruptions could potentially result in the permanent loss of customers, which could reduce our recurring revenues and long-term profitability.

Our operations and reputation may be impaired if we, our products, or our services do not comply with evolving laws and regulations regarding data privacy and protection
The privacy and security of personally identifiable information stored, maintained, received, or transmitted electronically is a major issue in the United States and abroad. We offer products and services that collect and use personal data provided by client practices and individuals, including practice management systems for veterinary practices (e.g., Cornerstone and IDEXX Neo), online client communication tools and services (e.g., Pet Health Network Pro), cloud-based technology through VetConnect PLUS that enables veterinarians to access and analyze patients’ diagnostic data from our in-clinic analyzers, our rapid assays and reference laboratories in one place and two-way integration technology (e.g., IDEXX VetLab Station and IDEXX SmartService Solutions). Some of these products and services rely on third-party providers for cloud storage. We also engage in e-commerce through various websites and collect contact and other personally identifiable information from our customers and visitors to our websites.
     Numerous federal and state laws and regulations govern the collection, use, retention, sharing and security of personally identifiable information, including personal data that we receive from our employees, customers, vendors and visitors to our websites and personal data collected by our customers and others when using our products and services. We are also subject to laws and regulations in non-U.S. countries covering data privacy and the protection of personal information. EU member states and other jurisdictions have adopted, or are considering adopting, data protection laws and regulations, which impose significant compliance obligations. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure, sharing and security of personal information that identifies or may be used to identify an individual, such as names, contact information, and sensitive personal data. These laws and regulations are subject to frequent revisions and

55



differing interpretations and have generally become more stringent over time. In many cases, the federal, state and international laws described above apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, and among us, our subsidiaries, and other parties with which we have commercial relations.
For example, in April 2016, the EU Parliament adopted the General Data Protection Regulation, or GDPR, which, among other things, imposes more stringent operational requirements for processors and controllers of personal data, including, for example, expanded disclosures about how personal information is to be used, limitations on retention of information and mandatory data breach notification requirements. The GDPR became effective May 25, 2018.
The laws and regulations related to data privacy and protection continue to develop, are subject to differing interpretations and may be applied inconsistently from jurisdiction to jurisdiction and may be inconsistent with our current data protection and privacy policies and practices. Further, the costs associated with compliance with these evolving legal and regulatory requirements are significant and likely to increase in the future and as a result may cause us to incur substantial costs, require us to change our business practices in a manner adverse to our business or limit our ability to use and share personal data. Any failure, or perceived failure, by us, the third parties with whom we work or our products and services to protect employee, applicant, vendor, website visitor or customer personal data (including as a result of a breach by or of a third-party provider) or to comply with any privacy-related laws, government regulations or directives or industry self-regulatory principles or our posted privacy policies could result in damage to our reputation, legal proceedings or actions against us by governmental entities or otherwise, which could have an adverse effect on our business. In addition, concerns about our practices with regard to the collection, use, disclosure, or security of personally identifiable information or other privacy-related matters, even if unfounded and even if we are in compliance with applicable laws, could damage our reputation and harm our business. We have and post on our website our own privacy policy and cookie statement concerning the collection, use and disclosure of user personal data.

56



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 
 
During the three months ended June 30, 2018, 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 (1)
(d)

 
 

 
 

 
 

 
 
April 1 to April 30, 2018
 
139,550

 
$
193.51

 
139,550

 
4,381,238

May 1 to May 31, 2018
 
233,143

 
$
202.06

 
233,143

 
4,148,095

June 1 to June 30, 2018
 
144,816

 
$
219.77

 
144,050

 
4,004,045

Total
 
517,509

(2) 
$
204.71

 
516,743

 
4,004,045


The total shares repurchased include shares purchased in the open market and shares surrendered for employee statutory tax withholding. See Note 10 to the unaudited condensed consolidated financial statements in Part I, Item I of this Quarterly Report on Form 10-Q for additional information about our share repurchases.

(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, on May 2, 2017, the maximum level of shares that may be repurchased under the program was increased from 65 million to 68 million shares. There is no specified expiration date for this share repurchase program. There were no other repurchase programs outstanding during the three months ended June 30, 2018, and no share repurchase programs expired during the period. Repurchases of 516,743 shares were made during the three months ended June 30, 2018, in transactions made pursuant to our share repurchase program.

(2)
During the three months ended June 30, 2018, we received 766 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 share repurchase program.



57



Item 6. Exhibits 

Exhibit No.
Description
 
 
 
 
 
 
 
 
 
 
 
 
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.



58



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.

 

 

/s/ Brian P. McKeon 
Date: August 1, 2018
Brian P. McKeon

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)
 
໿


59