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| IDXX > SEC Filings for IDXX > Form 10-K on 20-Feb-2009 | All Recent SEC Filings |
20-Feb-2009
Annual Report
Description of Segments. During 2008, we operated primarily through three business segments: products and services for the veterinary market, which we refer to as the Companion Animal Group ("CAG"), water quality products ("Water") and products for production animal health, which we refer to as the Production Animal Segment ("PAS"). We also operate two smaller segments that comprise products for dairy quality, which we refer to as Dairy, and products for the human medical diagnostic market, which we refer to as OPTI Medical. Financial information about the Dairy and OPTI Medical operating segments and other activities are combined and presented in an "Other" category because they do not meet the quantitative or qualitative thresholds for reportable segments. We added the OPTI Medical operating segment in connection with our acquisition of substantially all of the assets and assumption of certain liabilities of the Critical Care Division of Osmetech plc in January 2007.
In the fourth quarter of 2008, we sold our Acarexx® and SURPASS®veterinary
pharmaceutical products and a product under development and subsequently
restructured the remaining pharmaceutical business. In connection with this
restructuring, we realigned two of our remaining product lines to the Rapid
Assay business, which is part of our CAG segment, and realigned the remainder of
the business, which comprised one product line and two out-licensing
arrangements, to the Other category. In addition, we maintain active research
and development programs, some of which may materialize into the development and
introduction of new technology, products or services that do not align with one
of our existing business or service categories. In such situations, the related
financial impacts are shown in the Other category.
The segment information for the years ended December 31, 2007 and 2006 has been
restated to conform to our presentation of reportable segments for the year
ended December 31, 2008. Previously, financial information related to the
product lines realigned to Rapid Assay and the product line and out-licensing
arrangement realigned to Other were included in the pharmaceutical business and
reported in the CAG segment. See Note 17 to the consolidated financial
statements for the year ended December 31, 2008 included in this Annual Report
on Form 10-K for financial information about our segments, including geographic
information, and about our product and service categories.
Items that are not allocated to our operating segments are comprised primarily
of corporate research and development expenses, a portion of share-based
compensation expense, interest income and expense, and income taxes. We allocate
most of our share-based compensation expense to the operating segments. This
allocation differs from the actual expense and consequently yields a difference
between the total allocated share-based compensation expense and the actual
expense for the total company. In our segment disclosure of gross profit,
operating expenses and operating income, these amounts are shown under the
caption "unallocated amounts."
Impact of Distribution Channel on Results of Operations. Because our instrument
consumables and rapid assay products are sold in the U.S. and certain other
geographies by distributors, distributor purchasing dynamics have an impact on
our reported sales of these products. Distributors purchase products from us and
sell them to veterinary practices, who are the end users. Distributor purchasing
dynamics may be affected by many factors and may be unrelated to underlying
end-user demand for our products. As a result, fluctuations in distributors'
inventories may cause reported results in a period not to be representative of
underlying end-user demand. Therefore, we believe it is important to track
distributor sales to end users and to distinguish between the impact of end-user
demand and the impact of distributor purchasing dynamics on reported revenue
growth.
Where growth rates are affected by changes in end-user demand, we refer to the
impact of practice-level sales on growth. Where growth rates are affected by
distributor purchasing dynamics, we refer to the impact of changes in
distributors' inventories. If during the comparable period of the prior year,
distributors' inventories grew by more than those inventories grew in the
current year, then changes in distributors' inventories have a negative impact
on our reported sales growth in the current period. Conversely, if during the
comparable period of the prior year, distributors' inventories grew by less than
those inventories grew in the current year, then changes in distributors'
inventories have a positive impact on our reported sales growth in the current
period.
The following is a discussion of the strategic and operating factors that we
believe have the most significant effect on the performance of our business.
Companion Animal Group
In the CAG segment, we believe we have developed a strategic advantage over
companies with more narrow product or service offerings. The breadth and
complementary nature of our products and services give us scale in sales and
distribution, permit us to offer integrated disease-management solutions that
leverage the advantages of both point-of-care and outside laboratory testing,
and facilitate the flow of medical and business information in the veterinary
practice by connecting practice information software systems with reference
laboratory test data, in-clinic test data from our IDEXX VetLab® suite of
analyzers, and radiographic data in the IDEXX-PACS™ and IDEXX EquiView PACS™
software taken by our digital radiography systems.
Instruments and Consumables. Our strategy in our IDEXX VetLab® instrument
business is to provide veterinarians with an integrated set of instruments that,
individually and together, provide superior diagnostic information in the
clinic, enabling veterinarians to practice better medicine and, in doing so,
achieve their practice economic objectives, including growth and profitability.
We derive substantial revenues and margins from the sale of consumables that are
used in these instruments. The principal instruments used by veterinarians for
in-clinic diagnostic testing are chemistry and hematology analyzers. In addition
we sell instruments used for endocrinology, blood gas, electrolytes, urinalysis,
and blood coagulation testing. Our IDEXX VetLab® Station is an in-clinic
laboratory information management system that records and integrates patient
diagnostic information from our analyzers for better practice management.
Additionally, we offer extended maintenance agreements in connection with the
sale of our instruments.
During the early stage of an instrument's life cycle, we derive relatively
greater revenues from instrument placements, while consumable sales become
relatively more significant in later stages as the installed base of instruments
increases and instrument placement revenues begin to decline. Instrument sales
have significantly lower gross margins than sales of consumables, and therefore
the mix of instrument and consumable sales in a particular period will impact
our gross margins in this line of business.
Our Catalyst Dx™ analyzer is our latest generation chemistry analyzer, which was
launched in the first quarter of 2008. In addition, we sell and have an active
installed base of approximately 30,000 VetTest® Chemistry Analyzers, with
substantially all of our revenues from that product line currently derived from
consumables sales. We continue to place VetTest® instruments through sales,
lease, rental and other programs. A substantial portion of 2008 Catalyst Dx™
analyzer placements have been made at veterinary clinics that already own our
VetTest® Chemistry Analyzer. As we continue to experience growth in sales of
Catalyst Dx™ analyzers and the related consumables, we expect to see a decline
in the sales of VetTest® consumables. Based on projections of future sales
volume and the average unit price of consumables used in the Catalyst Dx™ and
VetTest® analyzers, we do not expect a future shift to Catalyst Dx™ consumables
to significantly impact gross margin. We do however expect near-term downward
pressure on gross margin percentage due to higher relative instrument placement
revenues as compared to consumable sales with continued penetration of the
Catalyst Dx™ analyzer. Our long-term success in this area of our business is
dependent upon new customer acquisition, customer retention and customer
utilization of existing and new assays introduced on these instruments. To
increase utilization, we seek to educate veterinarians about best medical
practices that emphasize the importance of blood and urine chemistry testing for
a variety of diagnostic purposes.
We purchase the chemistry consumables, other than electrolyte slides, used in
our Catalyst Dx™ and VetTest® chemistry analyzers from Ortho under a supply
agreement that continues through 2025. This supply agreement provides us with a
long-term source of slides at costs that improve annually through 2010, and also
improve over the term of the agreement as a result of increasing volume.
Our principal hematology analyzer is the LaserCyte® Hematology Analyzer, and in
addition we sell the VetAutoread™ Hematology Analyzer. A substantial portion of
LaserCyte® placements have been made at veterinary clinics that already own our
VetAutoread™. Although we have experienced growth in sales of hematology
consumables, LaserCyte® consumable sales have been partly offset by declines in
sales of VetAutoread™ consumables. Because the gross margin percentage of
LaserCyte® consumables exceeds the gross margin percentage of the VetAutoread™
consumables, gross margin from hematology consumables is expected to increase
with continued penetration of the LaserCyte® Hematology Analyzer.
With all of our instrument lines, we seek to differentiate our products based on
breadth of diagnostic menu, flexibility of menu selection, accuracy,
reliability, ease of use, ability to handle compromised samples, time to result,
analytical capability of software, integration with the IDEXX VetLab® Station,
education and training, and superior sales and customer service. Our instruments
and consumables typically are sold at a premium price to competitive offerings.
Our success depends, in part, on our ability to differentiate our products in a
way that justifies premium pricing.
Rapid Assay Products. Our rapid assay business consists primarily of single-use
kits for point-of-care testing and, to a limited degree, microwell-based kits
for laboratory testing for canine and feline diseases and conditions. Our rapid
assay strategy is to develop, manufacture, market and sell proprietary tests
that address important medical needs for particular diseases prevalent in the
companion animal population. We seek to differentiate our tests through superior
performance, including by providing our customers with proprietary combination
tests that test a single sample for multiple analytes. Where alternative
point-of-care offerings exist, we seek to differentiate our tests with superior
performance. As in our other lines of business, we also seek to differentiate
our products through superior customer service. These products carry price
premiums over competitive products that we believe do not offer equivalent
performance and diagnostic capabilities, and which we believe do not include a
similar level of support. We further augment our product development and
customer service efforts with sales and marketing programs that enhance medical
awareness and understanding regarding our target diseases and the importance of
diagnostic testing. We also seek to enhance efficiency and test result capture
by providing our customers the ability to have rapid assay tests read and
results recorded into the patient record by our SNAPshot Dx® Analyzer. This
functionality is currently available for quantitative measurements of total
thyroxine ("T4"), cortisol and bile acids, which assist in the evaluation of
thyroid, adrenal and liver function, respectively. We are currently developing
this functionality across our canine and feline family of rapid assay products.
Veterinary Reference Laboratory and Consulting Services. We believe that more
than half of all diagnostic testing by U.S. veterinarians is done at outside
reference laboratories such as our IDEXX Reference Laboratories. In markets
outside the U.S., in-clinic testing is less prevalent and an even greater
percentage of diagnostic testing is done in reference laboratories. We attempt
to differentiate our laboratory testing services from those of our competitors
primarily on the basis of quality, customer service, technology employed and
specialized test menu. Revenue growth in this business is achieved both through
increased sales at existing laboratories and through the acquisition of new
customers, including through laboratory acquisitions, customer list acquisitions
and opening new laboratories. In 2006, we acquired laboratories in the U.S.,
South Africa, and Canada and acquired a veterinary laboratory customer list in
the U.S. In 2007, we acquired laboratories in the U.S. and Canada and acquired
veterinary laboratory customer lists in the U.S., Switzerland, and United
Kingdom. In 2008, we acquired a laboratory in Spain and acquired certain
intellectual property and distribution rights associated with a diagnostic test
product. Profitability of this business is largely the result of our ability to
achieve efficiencies from both volume and operational improvements. New
laboratories that we open typically will operate at a loss until testing volumes
reach a level that permits profitability. Acquired laboratories frequently
operate less profitably than our existing laboratories and those laboratories
may not achieve profitability comparable to our existing laboratories for
several years while we implement operating improvements and efficiencies.
Therefore, in the short term, new and acquired reference laboratories generally
will have a negative effect on the operating margin of the laboratory and
consulting services business.
Practice Information Systems and Digital Radiography. These businesses consist
of veterinary practice information systems including hardware and software and
veterinary-specific digital radiography systems. Our strategy in the practice
information systems business is to provide superior total software and hardware
integrated information solutions, backed by superior customer support and
education, to allow the veterinarian to practice better medicine and achieve the
practice's business objectives. We differentiate our software systems through
enhanced functionality and ease of use. Our veterinary-specific digital
radiography systems allow veterinarians to capture digital radiographs with ease
and without the use of hazardous chemicals. The digital radiography systems also
incorporate IDEXX-PACS™ and IDEXX EquiView PACS™ picture archiving and
communication software developed by IDEXX that allows for image enhancement,
manipulation, storage and retrieval, and integration with the practice
information software. Our strategy in digital radiography is to offer a system
that provides superior image quality and software capability at a competitive
price, backed by the same customer support provided for our other products and
services in the Companion Animal Group.
Water
Our strategy in the water testing business is to develop, manufacture, market
and sell proprietary products with superior performance, supported by
exceptional customer service. Our customers are primarily water utilities,
government laboratories and private certified laboratories to whom strong
relationships and customer support are very important. International sales of
water testing products represented 48% of total water product sales in 2008, and
we expect that future growth in this business will be significantly dependent on
our ability to increase international sales. Growth also will be dependent on
our ability to enhance and broaden our product line. Most water microbiological
testing is driven by regulation, and, in many countries, a test may not be used
for regulatory testing unless it has been approved by the applicable regulatory
body. As a result, we maintain an active regulatory program under which we are
seeking regulatory approvals in a number of countries, primarily in Europe.
Production Animal Segment
We develop, manufacture, market and sell a broad range of tests for various
cattle, swine and poultry diseases and conditions, and have an active research
and development and in-licensing program in this area. Our strategy is to offer
proprietary tests with superior performance characteristics. Disease outbreaks
are episodic and unpredictable, and certain diseases that are prevalent at one
time may be substantially contained or eradicated at a later time. In response
to outbreaks, testing initiatives may lead to exceptional demand for certain
products in certain periods. Conversely, successful eradication programs may
result in significantly decreased demand for certain products. The performance
of this business, therefore, can fluctuate. In 2008, approximately 85% of our
sales in this business were international. Because of the significant dependence
of this business on international sales, the performance of the business is
particularly subject to the various risks described above that are associated
with doing business internationally. See "Part I, Item 1A. Risk Factors."
Other
Dairy. Our strategy in the dairy testing business is to develop, manufacture and
sell antibiotic residue testing products that satisfy applicable regulatory
requirements for testing of milk by processors and producers and provide
reliable field performance. The manufacture of these testing products leverage,
almost exclusively, the SNAP® platform as well as the production equipment of
our rapid assay business, incorporating customized reagents for antibiotic
detection. In 2008, approximately 77% of our sales in this business were
international. To successfully increase sales of dairy testing products, we
believe that we need to increase penetration in geographies outside the U.S. and
in the processor segment of the dairy market, defend our share of the farm
segment of the dairy market, and to develop product line enhancements and
extensions.
OPTI Medical Systems. Our strategy in the OPTI Medical Systems business for the
human market is to develop, manufacture, and sell electrolyte and blood gas
analyzers and related consumable products for the medical point-of-care
diagnostics market worldwide, with a focus on small- to mid-sized hospitals. We
seek to differentiate our products based on ease of use, menu, convenience,
international distribution and service, and instrument reliability. Similar to
our veterinary instruments and consumables strategy, a substantial portion of
the revenues from this product line is derived from the sale of consumables for
use on the installed base of electrolyte and blood gas analyzers. During the
early stage of an instrument's life cycle, relatively greater revenues are
derived from instrument placements, while consumable sales become relatively
more significant in later stages as the installed base of instruments increases
and instrument placement revenues begin to decline. Our long-term success in
this area of our business is dependent upon new customer acquisition, customer
retention and increased customer utilization of existing and new assays
introduced on these instruments.
OPTI Medical Systems also supplies our VetStat® Electrolyte and Blood Gas
Analyzer, an instrument and consumable system that is a member of the IDEXX
VetLab® suite for the veterinary market. In addition, OPTI Medical Systems
provides the electrolyte module and dry slide reagents that make up the
electrolyte testing functionality of the Catalyst Dx™ analyzer. Our strategy in
the OPTI Medical Systems business for the veterinary market is to utilize this
unit's know-how, intellectual property and manufacturing capability to continue
to expand the menu and instrument capability of the VetStat® and Catalyst Dx™
platforms for veterinary applications.
Other. We have developed certain proprietary technology that we believe may have
application in areas that do not align with one of our existing business or
service categories. Our strategy is to out-license these technologies to
partners that are best positioned to complete the development and
commercialization of products utilizing these technologies. To the extent we are
successful in doing so, we may receive one-time or recurring payments based on
the achievement of development or sales milestones. Our ability to succeed in
this area of our business depends on our ability to attract and retain qualified
scientific personnel to develop proprietary products or technology and our
ability to identify suitable third parties to complete the commercialization of
these technologies.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the U.S. 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. On an
ongoing basis, we evaluate our estimates. We base our estimates on historical
experience and on various other 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. Note 3 to the consolidated financial statements included in this
Annual Report on Form 10-K for the year ended December 31, 2008 describes the
significant accounting policies used in preparation of these consolidated
financial statements.
We believe the following critical accounting estimates and assumptions may have
a material impact on reported financial condition and operating performance and
involve significant levels of judgment to account for highly uncertain matters
or are susceptible to significant change.
Revenue Recognition
Customer programs. We record estimated reductions to revenue in connection with
customer marketing programs and incentive offerings that may give customers
credits or award points. Award points may be applied to trade receivables owed
to us and/or toward future purchases of our products or services. We establish
accruals for estimated revenue reductions attributable to customer programs and
incentive offerings for each program based on numerous factors, including:
• program design and award levels;
• forecasted purchasing patterns of those enrolled in the program based on historical experience with similar programs, current sales trends and market analyses;
• inventory levels of eligible products in the distribution channel; and
• estimated number of participants that will ultimately reach volume purchase thresholds.
Revenue reductions are recorded quarterly based on issuance of credits, points earned but not yet issued, and estimates of credits and points to be earned in the future based on current revenue. In our analysis, we utilize data supplied from distributors and collected in-house that details the volume of qualifying products purchased as well as price paid per clinic ("practice-level sales data").
IDEXX Points. Customers can earn points based on their participation in certain customer programs and making qualifying purchases related to those programs. Points may then be applied against the purchase price for IDEXX products and services purchased in the future or applied to trade receivables due to us. As points are redeemed we recognize the benefit of points expected to expire, or breakage, using historical forfeiture rates. On November 30 of each year, unused points earned before January 1 of the prior year expire and any variance from the breakage estimate is accounted for as a change in estimate. Within our overall IDEXX Points program, our two most significant customer programs are Practice Developer® and SNAP® up the SavingsTM ("SUTS"), both of which are offered only to North American customers. For the years ended December 31, 2008, 2007 and 2006, we recorded revenue reductions of $7.7 million, $6.8 million and $5.1 million, respectively, related to our Practice Developer® program and $4.0 million, $4.3 million and $4.9 million, respectively, related to our SUTS program. At December 31, 2008, 2007 and 2006, the total accrued revenue reductions were $15.2 million, $15.1 million and $14.0 million, respectively. Following is a summary of changes in the accrual for estimated revenue reductions attributable to IDEXX Points customer programs and incentive offerings in total and individually for our Practice Developer® and SUTS programs, for the years ended December 31, 2008, 2007 and 2006 (in thousands):
For the Years Ended December 31,
2008 2007 2006
IDEXX Points
Balance, beginning of the year $ 10,364 $ 8,982 $ 6,119
Issuance of points for Practice Developer®
program(1) 7,527 6,574 4,810
Issuance of points for SNAP® up the Savings™
program(1) 3,603 4,703 5,010
Issuance of points for other programs(1) 1,624 4,855 3,099
Breakage (694 ) (352 ) (76 )
Actual points redeemed (12,518 ) (14,398 ) (9,980 )
Exchange impact on balances denominated in
foreign currency (101 ) - -
Balance, end of year $ 9,805 $ 10,364 $ 8,982
Practice Developer®
Balance, beginning of the year $ 1,590 $ 1,417 $ 1,026
Current provision related to current period 7,704 6,799 5,089
Current provision (benefit) related to prior
periods (183 ) (52 ) 112
Issuance of points for Practice Developer®
program(1) (7,527 ) (6,574 ) (4,810 )
Exchange impact on balances denominated in
foreign currency (16 ) - -
Balance, end of year $ 1,568 $ 1,590 $ 1,417
SNAP® up the Savings™
Balance, beginning of the year $ 1,155 $ 1,429 $ 1,422
Current provision related to current period 3,998 4,334 4,936
Current provision related to prior periods 13 95 81
Issuance of points for SNAP® up the Savings™
program(1) (3,603 ) (4,703 ) (5,010 )
Balance, end of year $ 1,563 $ 1,155 $ 1,429
Other Customer Programs
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