Cover and table of contents
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Cover and table of contents
10-K 1 c716-20161231x10k.htm 10-K
| UNITED STATES | |||
| SECURITIES AND EXCHANGE COMMISSION | |||
| Washington, D.C. 20549 | |||
| Form 10-K | |||
| (Mark One) | |||
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the fiscal year ended December 31, 2016 | |||
| or | |||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the transition period from _______________ to _______________. | |||
COMMISSION FILE NUMBER: 0-19271 ![]() | |||
| IDEXX LABORATORIES, INC. | |||
| (Exact name of registrant as specified in its charter) | |||
| DELAWARE (State or other jurisdiction of incorporation or organization) ONE IDEXX DRIVE, WESTBROOK, MAINE (Address of principal executive offices) | 01-0393723 (I.R.S. Employer Identification No.) 04092 (ZIP Code) | ||
| Registrant’s telephone number, including area code: 207-556-0300 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| Common Stock, $0.10 par value per share | NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Based on the closing sale price on June 30, 2016 of the registrant’s Common Stock, the last business day of the registrant’s most recently completed second fiscal quarter, as reported by the NASDAQ Global Select Market, the aggregate market value of the voting stock held by non-affiliates of the registrant was $8,215,859,816. For these purposes, the registrant considers its directors and executive officers to be its only affiliates.
The number of shares outstanding of the registrant’s Common Stock was 88,005,221 on February 6, 2017.
DOCUMENTS INCORPORATED BY REFERENCE
Part III—Specifically identified portions of the Company’s definitive Proxy Statement to be filed in connection with the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”), to be held on May 3, 2017, are incorporated herein by reference.
GLOSSARY OF TERMS AND SELECTED ABBREVIATIONS
| Term/ Abbreviation | Definition |
| 2015 Amended Agreement | Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement executed in June 2015 |
| 2021 Notes | $50 million of 3.32% Series A Senior Notes due July 21, 2021 |
| 2022 Notes | $75 million of 3.25% Series A Senior Notes due February 12, 2022 |
| 2023 Notes | $75 million of 3.94% Series A Senior Notes due December 11, 2023 |
| 2024 Notes | $75 million of 3.76% Series B Senior Notes due July 21, 2024 |
| 2025 Series B Notes | $75 million of 4.04% Series B Senior Notes due December 11, 2025 |
| 2025 Series C Notes | €88.9 million of 1.785% Series C Senior Notes due June 18, 2025 |
| 2026 Notes | $75 million of unsecured 3.72% Senior notes due September 4, 2026 |
| 2027 Notes | $75 million of 3.72% Series B Senior Notes due February 12, 2027 |
| Adjusted operating income | A non-GAAP financial measure that represents total Company operating income adjusted for the 2015 software impairment charge and the 2014 adjustment for the all-direct sales strategy transition impacts. Adjusted operating income should be considered in addition to, and not as a replacement for or as a superior measure to, operating income reported in accordance with U.S. GAAP. Management believes that reporting adjusted operating income provides useful information to investors by facilitating easier comparisons of our operating income performance with prior and future periods and to the performance of our peers. |
| AOAC RI | Association of Analytical Communities Research Institute |
| AOCI | Accumulated other comprehensive income or loss |
| APHIS | Animal and Plant Health Inspector Service |
| BSE | Bovine spongiform encephalopathy |
| CAG | Companion Animal Group, reporting segment that provides to veterinarians’ diagnostic capabilities and information management solutions that enhance the health and well-being of pets |
| cGMP | The FDA’s current Good Manufacturing Practice regulations |
| Credit Facility | Our $850 million five-year unsecured revolving credit facility under an amended and restated credit agreement that was executed in December 2015 |
| EMA | Extended maintenance agreements |
| EPA | U.S. Environmental Protection Agency |
| EPS | Earnings per share, if not specifically stated, EPS refers to earnings per share on a diluted basis |
| EU | European Union |
| FASB | Financial Accounting Standards Board |
| FDA | U.S. Food and Drug Administration |
| FDC Act | Food, Drug and Cosmetics Act |
| FeLV | Feline leukemia virus |
| FIV | Feline immunodeficiency virus, similar to the virus that leads to AIDS in humans |
| FTC | U.S. Federal Trade Commission |
| IVLS | IDEXX VetLab Station, connects and integrates the diagnostic information from all the IDEXX VetLab analyzers and thus provides reference laboratory information management system capability |
| Kits and consumables | Rapid assay kits and IDEXX VetLab consumables |
| LPD | Livestock, Poultry and Dairy, reporting segment that provides diagnostic products and services for livestock and poultry health and to ensure the quality and safety of milk |
| MEA | Multiple element arrangements, contracts with customers that include multiple deliverables |
| MetLife Agreement | Multi-Currency Note Purchase and Private Shelf Agreement |
| Moss | Moss Inc., a supplier of certain components used in our SNAP products and certain livestock and poultry testing kits |
| NASDAQ Index | The Total Return Index for the NASDAQ Stock Market (U.S. Companies) prepared by the Center for Research in Security Prices |
| NCIMS | National Conference of Interstate Milk Shipments |
| OCI | Other comprehensive income or loss |
| OPTI Medical | OPTI Medical Systems, Inc. a wholly-owned subsidiary of IDEXX Laboratories, is a supplier of dry slide electrolyte consumables and instruments for the human point-of-care medical diagnostics 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, acquisitions and divestitures. Organic revenue growth should be considered in addition to, and not as a replacement for or as a superior measure to, revenues reported in accordance with U.S. GAAP, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting organic revenue growth provides useful information to investors by facilitating easier comparisons of our revenue performance with prior and future periods and to the performance of our peers. |
|---|---|
| Ortho | Ortho-Clinical Diagnostics, Inc., a supplier of dry slide consumables used in our Catalyst Dx Chemistry Analyzer, Catalyst One Chemistry Analyzer and the VetTest Chemistry Analyzer |
| PACS | Picture archiving and communication software, our software solution for accessing, storing and sharing diagnostic images |
| R&D | Research and Development |
| Reagent rentals | Refers to instruments being placed at customer sites at little or no cost in exchange for a long-term customer commitment to purchase instrument consumables. |
| S&P | Standard & Poor’s |
| SaaS | Software-as-a-service |
| SEC | U.S. Securities Exchange Commission |
| Senior Notes Agreement | Private placement senior notes having an aggregate principal amount of approximately $600 million, referred to as senior notes |
| T4 | Thyroxine, a hormone produced by the thyroid gland, tested to indicate thyroid health |
| TPE | Third-party evidence, relevant in determining revenue recognition for multiple element arrangement |
| U.S. GAAP | Accounting principles generally accepted in the United States of America |
| USDA | United States Department of Agriculture |
| VSOE | Vendor-specific objective evidence, relevant in determining revenue recognition for multiple element arrangements. |
| Water | Water quality products, reporting segment that provides water quality products around the world |
IDEXX LABORATORIES, INC.
Annual Report on Form 10-K
Table of Contents
| Item No. | Page No. | |
| PART I | ||
| Item 1. Business 6 | ||
| Item 1A. Risk Factors 19 | ||
| Item 1B. Unresolved Staff Comments 28 | ||
| Item 2. Properties 29 | ||
| Item 3. Legal Proceedings 29 |
Next: Item 4. Mine Safety Disclosures 29
