PART I. FINANCIAL INFORMATION
Item 1.
|
Condensed Consolidated Financial Statements (Unaudited)
|
ABAXIS, INC.
CONDENSED CONSOLIDATED
BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
ASSETS
|
|
September 30,
2017
|
|
|
March 31,
2017
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
58,874
|
|
|
$
|
91,332
|
|
Short-term investments
|
|
|
89,877
|
|
|
|
51,561
|
|
Receivables (net of allowances of $400 at September 30, 2017 and $272 at March 31, 2017)
|
|
|
40,714
|
|
|
|
40,568
|
|
Inventories
|
|
|
39,050
|
|
|
|
39,010
|
|
Prepaid expenses and other current assets
|
|
|
4,831
|
|
|
|
4,997
|
|
Net deferred tax assets, current
|
|
|
-
|
|
|
|
5,644
|
|
Current assets of discontinued operations
|
|
|
19
|
|
|
|
66
|
|
Total current assets
|
|
|
233,365
|
|
|
|
233,178
|
|
Long-term investments
|
|
|
28,951
|
|
|
|
22,171
|
|
Investment in unconsolidated affiliates
|
|
|
2,778
|
|
|
|
2,850
|
|
Property and equipment, net
|
|
|
34,384
|
|
|
|
34,260
|
|
Intangible assets, net
|
|
|
1,094
|
|
|
|
1,171
|
|
Net deferred tax assets, non-current
|
|
|
10,472
|
|
|
|
4,392
|
|
Other assets
|
|
|
8,904
|
|
|
|
7,624
|
|
Total assets
|
|
$
|
319,948
|
|
|
$
|
305,646
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
8,393
|
|
|
$
|
7,517
|
|
Accrued payroll and related expenses
|
|
|
10,101
|
|
|
|
9,606
|
|
Accrued taxes
|
|
|
1,489
|
|
|
|
2,151
|
|
Current liabilities of discontinued operations
|
|
|
29
|
|
|
|
85
|
|
Other accrued liabilities
|
|
|
13,811
|
|
|
|
11,006
|
|
Deferred revenue
|
|
|
1,043
|
|
|
|
1,415
|
|
Warranty reserve
|
|
|
1,934
|
|
|
|
1,663
|
|
Total current liabilities
|
|
|
36,800
|
|
|
|
33,443
|
|
Non-current liabilities:
|
|
|
|
|
|
|
|
|
Deferred revenue
|
|
|
1,290
|
|
|
|
1,460
|
|
Warranty reserve
|
|
|
2,825
|
|
|
|
2,695
|
|
Net deferred tax liabilities
|
|
|
219
|
|
|
|
234
|
|
Notes payable, less current portion
|
|
|
227
|
|
|
|
278
|
|
Other non-current liabilities
|
|
|
1,498
|
|
|
|
1,312
|
|
Total non-current liabilities
|
|
|
6,059
|
|
|
|
5,979
|
|
Total liabilities
|
|
|
42,859
|
|
|
|
39,422
|
|
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
|
|
|
Preferred stock, no par value: 5,000,000 shares authorized; no shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, no par value: 35,000,000 shares authorized; 22,691,000 and 22,540,000 shares issued and outstanding at September 30, 2017 and March 31, 2017, respectively
|
|
|
140,235
|
|
|
|
135,932
|
|
Retained earnings
|
|
|
136,886
|
|
|
|
130,304
|
|
Accumulated other comprehensive loss
|
|
|
(32
|
)
|
|
|
(12
|
)
|
Total shareholders' equity
|
|
|
277,089
|
|
|
|
266,224
|
|
Total liabilities and shareholders' equity
|
|
$
|
319,948
|
|
|
$
|
305,646
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
ABAXIS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except share and per share data)
|
|
Three Months Ended
September 30,
|
|
|
Six Months Ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Revenues
|
|
$
|
58,854
|
|
|
$
|
58,552
|
|
|
$
|
117,112
|
|
|
$
|
116,248
|
|
Cost of revenues
|
|
|
26,693
|
|
|
|
26,294
|
|
|
|
53,007
|
|
|
|
51,989
|
|
Gross profit
|
|
|
32,161
|
|
|
|
32,258
|
|
|
|
64,105
|
|
|
|
64,259
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
6,075
|
|
|
|
4,906
|
|
|
|
12,507
|
|
|
|
10,139
|
|
Sales and marketing
|
|
|
12,484
|
|
|
|
11,254
|
|
|
|
24,985
|
|
|
|
23,078
|
|
General and administrative
|
|
|
4,167
|
|
|
|
4,353
|
|
|
|
8,717
|
|
|
|
8,555
|
|
Total operating expenses
|
|
|
22,726
|
|
|
|
20,513
|
|
|
|
46,209
|
|
|
|
41,772
|
|
Income from operations
|
|
|
9,435
|
|
|
|
11,745
|
|
|
|
17,896
|
|
|
|
22,487
|
|
Interest and other income (expense), net
|
|
|
773
|
|
|
|
6,279
|
|
|
|
2,084
|
|
|
|
6,249
|
|
Income from continuing operations before income tax provision
|
|
|
10,208
|
|
|
|
18,024
|
|
|
|
19,980
|
|
|
|
28,736
|
|
Income tax provision
|
|
|
3,607
|
|
|
|
6,537
|
|
|
|
7,049
|
|
|
|
10,359
|
|
Income from continuing operations
|
|
|
6,601
|
|
|
|
11,487
|
|
|
|
12,931
|
|
|
|
18,377
|
|
Discontinued operations (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of tax
|
|
|
-
|
|
|
|
(55
|
)
|
|
|
-
|
|
|
|
(55
|
)
|
Net income
|
|
$
|
6,601
|
|
|
$
|
11,432
|
|
|
$
|
12,931
|
|
|
$
|
18,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.29
|
|
|
$
|
0.51
|
|
|
$
|
0.57
|
|
|
$
|
0.82
|
|
Discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.01
|
)
|
Basic net income per share
|
|
$
|
0.29
|
|
|
$
|
0.51
|
|
|
$
|
0.57
|
|
|
$
|
0.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.29
|
|
|
$
|
0.51
|
|
|
$
|
0.56
|
|
|
$
|
0.81
|
|
Discontinued operations
|
|
|
-
|
|
|
|
(0.01
|
)
|
|
|
-
|
|
|
|
-
|
|
Diluted net income per share
|
|
$
|
0.29
|
|
|
$
|
0.50
|
|
|
$
|
0.56
|
|
|
$
|
0.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in the calculation of net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding - basic
|
|
|
22,679,000
|
|
|
|
22,522,000
|
|
|
|
22,648,000
|
|
|
|
22,494,000
|
|
Weighted average common shares outstanding - diluted
|
|
|
22,997,000
|
|
|
|
22,745,000
|
|
|
|
22,991,000
|
|
|
|
22,720,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per share
|
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
$
|
0.28
|
|
|
$
|
0.24
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
ABAXIS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
|
|
Three Months Ended
September 30,
|
|
|
Six Months Ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Net income
|
|
$
|
6,601
|
|
|
$
|
11,432
|
|
|
$
|
12,931
|
|
|
$
|
18,322
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gain (loss) on investments
|
|
|
(15
|
)
|
|
|
(5
|
)
|
|
|
(32
|
)
|
|
|
10
|
|
Tax provision (benefit) on other comprehensive income (loss)
|
|
|
(5
|
)
|
|
|
(2
|
)
|
|
|
(12
|
)
|
|
|
4
|
|
Other comprehensive income (loss), net of tax
|
|
|
(10
|
)
|
|
|
(3
|
)
|
|
|
(20
|
)
|
|
|
6
|
|
Comprehensive income
|
|
$
|
6,591
|
|
|
$
|
11,429
|
|
|
$
|
12,911
|
|
|
$
|
18,328
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
ABAXIS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS
(Unaudited)
(In thousands)
|
|
Six Months Ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income
|
|
$
|
12,931
|
|
|
$
|
18,322
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
3,908
|
|
|
|
3,479
|
|
Investment premium amortization, net
|
|
|
514
|
|
|
|
278
|
|
Net loss on disposals of property and equipment
|
|
|
25
|
|
|
|
67
|
|
Foreign exchange (gain) loss
|
|
|
(743
|
)
|
|
|
223
|
|
Share-based compensation expense
|
|
|
6,619
|
|
|
|
5,885
|
|
Excess tax benefits from share-based awards (1)
|
|
|
-
|
|
|
|
(337
|
)
|
Deferred income taxes
|
|
|
(439
|
)
|
|
|
(610
|
)
|
Equity in net loss of unconsolidated affiliate
|
|
|
72
|
|
|
|
34
|
|
Gain on sale of equity method investment
|
|
|
-
|
|
|
|
(6,053
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables, net
|
|
|
(38
|
)
|
|
|
765
|
|
Inventories
|
|
|
(697
|
)
|
|
|
(4,444
|
)
|
Prepaid expenses and other current assets
|
|
|
125
|
|
|
|
1,721
|
|
Other assets
|
|
|
(1,277
|
)
|
|
|
(3,028
|
)
|
Accounts payable
|
|
|
840
|
|
|
|
7
|
|
Accrued payroll and related expenses
|
|
|
495
|
|
|
|
889
|
|
Accrued taxes
|
|
|
(723
|
)
|
|
|
(1,206
|
)
|
Other liabilities
|
|
|
2,895
|
|
|
|
439
|
|
Deferred revenue
|
|
|
(542
|
)
|
|
|
(450
|
)
|
Warranty reserve
|
|
|
401
|
|
|
|
742
|
|
Net cash provided by operating activities
|
|
|
24,366
|
|
|
|
16,723
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchases of available-for-sale investments
|
|
|
(48,219
|
)
|
|
|
(429
|
)
|
Purchases of held-to-maturity investments
|
|
|
(32,081
|
)
|
|
|
(27,535
|
)
|
Proceeds from maturities and redemptions of available-for-sale investments
|
|
|
3,960
|
|
|
|
1,000
|
|
Proceeds from maturities and redemptions of held-to-maturity investments
|
|
|
30,698
|
|
|
|
19,924
|
|
Purchases of property and equipment
|
|
|
(3,256
|
)
|
|
|
(5,649
|
)
|
Cash paid for investment in unconsolidated affiliate
|
|
|
-
|
|
|
|
(2,999
|
)
|
Proceeds from sale of equity method investment
|
|
|
-
|
|
|
|
8,526
|
|
Net cash used in investing activities
|
|
|
(48,898
|
)
|
|
|
(7,162
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Tax withholdings related to net share settlements of restricted stock units
|
|
|
(2,383
|
)
|
|
|
(2,104
|
)
|
Excess tax benefits from share-based awards (1)
|
|
|
-
|
|
|
|
337
|
|
Dividends paid
|
|
|
(6,349
|
)
|
|
|
(5,403
|
)
|
Net cash used in financing activities
|
|
|
(8,732
|
)
|
|
|
(7,170
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
806
|
|
|
|
(321
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(32,458
|
)
|
|
|
2,070
|
|
Cash and cash equivalents at beginning of period
|
|
|
91,332
|
|
|
|
88,323
|
|
Cash and cash equivalents at end of period
|
|
$
|
58,874
|
|
|
$
|
90,393
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid for income taxes, net of refunds
|
|
$
|
6,984
|
|
|
$
|
9,986
|
|
Supplemental disclosure of non-cash flow information:
|
|
|
|
|
|
|
|
|
Change in unrealized gain (loss) on investments, net of tax
|
|
$
|
(20
|
)
|
|
$
|
6
|
|
Transfers of equipment between inventory and property and equipment, net
|
|
$
|
724
|
|
|
$
|
3,431
|
|
Net change in capitalized share-based compensation
|
|
$
|
67
|
|
|
$
|
(108
|
)
|
Common stock withheld for employee taxes in connection with share-based compensation
|
|
$
|
2,383
|
|
|
$
|
2,104
|
|
Repayment of notes payable by credits from municipal agency
|
|
$
|
51
|
|
|
$
|
51
|
|
(1) The Company adopted Accounting Standards Update (“ASU”) No. 2016-09, “Improvements to Employee Share-based Payment Accounting” (“ASU 2016-09”), during the first quarter of fiscal 2018. This standard eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the statements of cash flows. The Company adopted the guidance prospectively effective April 1, 2017. The adoption of ASU 2016-09 is discussed further in Note 2, “Summary of Significant Accounting Policies.”
The accompanying notes are an integral part of these condensed consolidated financial statements.
ABAXIS, INC.
NOTES TO CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Abaxis, Inc. (“Abaxis,” the “Company,” “our,” “us,” or “we”), incorporated in California in 1989, develops, manufactures and markets portable blood analysis systems that are used in a broad range of medical specialties in human or veterinary patient care to provide clinicians with rapid blood constituent measurements. We conduct business worldwide and manage our business on the basis of the following two reportable segments: the medical market and the veterinary market.
Basis of Presentation
We have prepared the unaudited condensed consolidated financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim periods. The unaudited condensed consolidated financial statements included herein reflect all normal recurring adjustments, which are, in the opinion of our management, necessary to state fairly the results of operations and financial position for the periods presented. The results for the three and six month periods ended September 30, 2017 are not necessarily indicative of the results to be expected for the entire fiscal year ending March 31, 2018 or for any interim or future period.
These unaudited condensed consolidated financial statements and related notes should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017.
Principles of Consolidation.
The accompanying condensed consolidated financial statements include the accounts of Abaxis and our wholly-owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.
Discontinued Operations.
On March 18, 2015, we entered into an Asset Purchase Agreement with Antech Diagnostics, Inc. (“Antech”) pursuant to which we sold substantially all of the assets of our Abaxis Veterinary Reference Laboratories (“AVRL”) business. The sale transaction closed on March 31, 2015. The operating results of our AVRL business are presented as discontinued operations in our condensed consolidated balance sheets and condensed consolidated statements of income for all periods presented. Unless noted otherwise, all discussions herein with respect to the Company’s condensed consolidated financial statements relate to the Company’s continuing operations.
Reclassifications.
Certain reclassifications have been made to prior periods’ financial statements to conform to the current period presentation. These reclassifications did not result in any change in previously reported net income, total assets or shareholders’ equity.
Management Estimates.
The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, the reported amounts of revenues and expenses during the reporting period, and related disclosures. Significant management estimates made in preparing the condensed consolidated financial statements relate to allowance for doubtful accounts, sales and other allowances, estimated selling price of our products, valuation of inventory, fair value of investments, fair value and useful lives of intangible assets, income taxes, valuation allowance for deferred tax assets, share-based compensation, legal exposures and warranty reserves. Our management bases their estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Our actual results may differ materially from these estimates.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Accounting Policies
The significant accounting policies used in preparation of these condensed consolidated financial statements are disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 filed with the SEC on May 30, 2017, and other than the recently adopted accounting pronouncements discussed below, have not changed significantly since such filing.
Recently Adopted Accounting Pronouncements
Simplifying the Measurement of Inventory:
In July 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-11, “Simplifying the Measurement of Inventory (Topic 330)” (“ASU 2015-11”), which amends the guidelines for the measurement of inventory. Under the amendments, an entity should measure inventory valued using a first-in, first-out or average cost method at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.
ASU 2015-11
is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We adopted this guidance as of April 1, 2017, the required effective date. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements.
Balance Sheet Classification of Deferred Taxes:
In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes (Topic 740)” (“ASU 2015-17”), which amends the accounting guidance related to balance sheet classification of deferred taxes. The amendment requires that deferred tax assets and liabilities be classified as non-current in the statement of financial position, thereby simplifying the current guidance that requires an entity to separate deferred tax assets and liabilities into current and non-current amounts. As of April 1, 2017, we adopted ASU 2015-17 on a prospective basis. The adoption of this accounting standard resulted in the reclassification of current net deferred tax assets to non-current net deferred tax assets on the condensed consolidated balance sheets for our three and six months ended September 30, 2017. Other than this reclassification, the adoption of this standard did not have any other significant impact on our condensed consolidated financial statements.
Employee Share-Based Payment Accounting:
In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting (Topic 718)” (“ASU 2016-09”) which simplifies several aspects of employee share-based payment accounting, including the income tax consequences, classification of awards as either equity or liabilities, forfeitures and classification in the statement of cash flows. Under the standard, excess tax benefits and tax deficiencies related to share-based payment awards will be recognized as income tax benefit or expense in the reporting period in which they occur (previously such amounts were recognized in additional paid-in capital). Additionally, the amendments also provide an alternative to estimate award forfeitures instead of recording at the time of forfeiture.
As of April 1, 2017, we adopted the applicable provisions of ASU 2016-09 as follows:
•
|
The guidance requires excess tax benefits and tax deficiencies to be recorded as income tax benefit or expense in the consolidated statement of income when the awards vest or are settled, and eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the statement of cash flows. We adopted the guidance prospectively effective April 1, 2017 and have not revised the classification of the excess tax benefits in the prior year’s condensed consolidated statements of cash flows. Amounts previously recorded to additional paid-in capital related to windfall tax benefits prior to April 1, 2017 remain in shareholders’ equity.
|
•
|
The guidance eliminates the requirement that excess tax benefits must be realized (through a reduction in income taxes payable) before companies can recognize them. We have applied the modified retrospective transition method upon adoption. There were no unrecognized excess tax benefits prior to the adoption; therefore, there was no cumulative effects recorded to retained earnings as a result of the adoption.
|
We also excluded the related tax benefits when applying the treasury stock method for computing diluted shares outstanding on a prospective basis as required by ASU 2016-09. The amount of excess tax benefits and deficiencies recognized in our income tax provision in our condensed consolidated statement of income will fluctuate from period to period based on our future stock price in relation to the fair value of stock awards on the grant date, our future grants of stock awards and the volume of stock awards settled or vested. The impact of the tax benefits related to share-based payments may be material and may vary significantly each quarter based on the timing of actual settlement and vesting activity. The tax effects of vested awards are treated as discrete items in the reporting period in which they occur.
Investments – Equity Method and Joint Ventures:
In March 2016, the FASB issued ASU No. 2016-07, “Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting” (“ASU 2016-07”). The amendments in this ASU eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. We elected to early adopt ASU 2016-07 effective January 1, 2017. The impact of this amendment on our condensed consolidated financial statements was not significant. See Note 8, “Investments in Unconsolidated Affiliates” for information on equity method investments.
Recent Accounting Pronouncements Not Yet Adopted
Revenue from Contracts with Customers:
In May 2014,
the FASB
issued
ASU
No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 606, “Revenue Recognition.”
ASU 2014-09 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. On July 9, 2015, the FASB decided to delay the effective date of the new standard by one year. The new guidance allows for the standard and all subsequent amendments to be applied either retrospectively to each prior reporting period presented or retrospectively as a cumulative-effect adjustment as of the date of adoption.
ASU 2014-09 is
effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are continuing to evaluate the impact of the adoption of this standard and all subsequent amendments on our consolidated financial statements and have not elected a transition method.
Recognition and Measurement of Financial Assets and Financial Liabilities:
In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10)” (“ASU 2016-01”), which changes accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. In addition, it clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. ASU 2016-01 is effective beginning in the first quarter of fiscal year 2019. Early adoption is permitted. We are evaluating the impact of the adoption of this standard on our consolidated financial statements.
Leases:
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which amends a number of aspects of lease accounting, including requiring lessees to recognize almost all leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. ASU 2016-02 is effective for us beginning in the first quarter of fiscal year 2020 and is required to be adopted using a modified retrospective approach. Early adoption is permitted. We are evaluating the impact of the adoption of this standard on our consolidated financial statements.
Financial Instruments - Credit Losses:
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326)” (“ASU 2016-13”), which will change the impairment model for most financial assets and require additional disclosures. The amended guidance requires financial assets that are measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets. The amended guidance also requires us to consider historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount in estimating credit losses. ASU 2016-13 is effective for us commencing in the first quarter of fiscal 2019 and will be applied through a cumulative-effect adjustment to retained earnings at the beginning of the year of adoption. Early adoption is permitted. We are evaluating the impact of the adoption of this standard on our consolidated financial statements.
Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments:
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230)” (“ASU 2016-15”), to provide clarification on cash flow classification related to eight specific issues including contingent consideration payments made after a business combination and distributions received from equity method investees. ASU 2016-15 is effective beginning in the first quarter of fiscal year 2019 on a retrospective basis. Early adoption is permitted. We are evaluating the impact of the adoption of this standard on our consolidated financial statements.
Compensation - Stock Compensation:
In May 2017, the FASB issued ASU No. 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which is applied to any company that changes the terms or conditions of a share-based award, considered a modification. Modification accounting would be applied unless certain conditions were met related to the fair value of the award, the vesting conditions and the classification of the modified award. ASU 2017-09 is effective for us beginning after December 15, 2017, with early adoption permitted. The standard should be applied prospectively to an award modified on or after the adoption date. We are evaluating the impact of the adoption of this standard on our consolidated financial statements.
NOTE 3
.
ACQUISITIONS
In November 2014, we entered into Share Purchase Agreements, through our wholly-owned subsidiary, pursuant to which, we acquired 100% of the outstanding stock of Quality Clinical Reagents Limited (“QCR”) and Trio Diagnostics (Ireland) Ltd (“Trio”), both based in the United Kingdom. QCR and Trio are distributors of laboratory instrumentation and consumables to the veterinary profession in the United Kingdom. Our primary reason for the acquisitions was to continue servicing and supplying Abaxis veterinary products to our customer base. The acquisition date fair value of the purchase consideration was $6.5 million, which included the following (in thousands):
Cash
|
|
$
|
3,196
|
|
Installment payment obligations (1)
|
|
|
2,336
|
|
Settlement of preexisting business relationship at fair value
|
|
|
931
|
|
Total
|
|
$
|
6,463
|
|
(1)
|
The installment payment obligation is denominated in British pounds (“GBP”) and the amount in the table above is based on the GBP to U.S. dollar exchange rate at the acquisition date.
|
During the third quarter of fiscal 2016, we paid the first installment obligation of GBP 750,000, or $1.1 million, based on the GBP to U.S. dollar exchange rate on the date of payment. We paid the remaining installment obligation of GBP 750,000 less post-closing indemnification obligations of certain of the sellers totaling $0.8 million during the third quarter of fiscal 2017, based on the GBP to U.S. dollar exchange rate on the date of payment. Additionally, the post-closing indemnification obligations totaled $0.1 million, based on the GBP to U.S. dollar exchange rate at the obligation date, which we recorded in “Interest and other income (expense), net” on the condensed consolidated statements of income. The Share Purchase Agreements contain certain customary representations and warranties. Additionally, in connection with the acquisition, we recorded a settlement of the preexisting business relationship related to accounts receivable due from QCR and Trio that existed on the acquisition date. The book value of the accounts receivable approximated their fair value due to their short-term nature and no gain or loss was recorded. Our condensed consolidated financial statements include the operating results of our business combination and the consolidation of our acquired entities from the date of acquisition.
NOTE 4. DISCONTINUED OPERATIONS
On March 18, 2015, we entered into an asset purchase agreement (“APA”) with Antech pursuant to which we sold substantially all of the assets of our AVRL business. The sale transaction closed on March 31, 2015. The total purchase price under the APA was $21.0 million in cash. During the fourth quarter of fiscal 2015, we received $20.1 million in cash proceeds and we recorded a gain on sale of discontinued operations, net of tax of $7.7 million. During the fourth quarter of fiscal 2016, we recorded $0.6 million, net of tax, as a gain on sale of discontinued operations, upon meeting certain conditions by the first anniversary of the closing date in March 2016.
The AVRL business represents a separate asset group and the sale of assets in this business qualifies as a discontinued operation and accordingly, we reported the results of operations of this business in discontinued operations within the condensed consolidated statements of income for all periods presented as applicable.
The results from discontinued operations during the three and six months ended September 30, 2017 and 2016 were as follows (in thousands):
|
|
Three Months Ended
September 30,
|
|
|
Six Months Ended
September 30,
|
|
Discontinued operations:
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Revenues
|
|
$
|
167
|
|
|
$
|
165
|
|
|
$
|
321
|
|
|
$
|
346
|
|
Cost of revenues
|
|
|
167
|
|
|
|
165
|
|
|
|
321
|
|
|
|
346
|
|
Gross profit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Operating expenses
|
|
|
-
|
|
|
|
87
|
|
|
|
-
|
|
|
|
87
|
|
Loss before income tax benefit
|
|
|
-
|
|
|
|
(87
|
)
|
|
|
-
|
|
|
|
(87
|
)
|
Income tax benefit
|
|
|
-
|
|
|
|
(32
|
)
|
|
|
-
|
|
|
|
(32
|
)
|
Net loss of discontinued operations
|
|
$
|
-
|
|
|
$
|
(55
|
)
|
|
$
|
-
|
|
|
$
|
(55
|
)
|
The current assets and liabilities of discontinued operations as of September 30, 2017 and March 31, 2017 were as follows (in thousands):
|
|
September 30,
2017
|
|
|
March 31,
2017
|
|
Receivables, net
|
|
$
|
19
|
|
|
$
|
66
|
|
Total current assets of discontinued operations
|
|
$
|
19
|
|
|
$
|
66
|
|
|
|
|
|
|
|
|
|
|
Other current liabilities
|
|
$
|
29
|
|
|
$
|
85
|
|
Total current liabilities of discontinued operations
|
|
$
|
29
|
|
|
$
|
85
|
|
NOTE 5. INVESTMENTS
Our investments are classified as either available-for-sale or held-to-maturity. The following table summarizes available-for-sale and held-to-maturity investments as of September 30, 2017 and March 31, 2017 (in thousands).
|
|
Available-for-Sale Investments
|
|
September 30, 2017
|
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gain
|
|
|
Gross
Unrealized
(Loss)
|
|
|
Fair
Value
|
|
Commercial paper
|
|
$
|
7,472
|
|
|
$
|
-
|
|
|
$
|
(1
|
)
|
|
$
|
7,471
|
|
Corporate bonds
|
|
|
43,075
|
|
|
|
-
|
|
|
|
(50
|
)
|
|
|
43,025
|
|
Municipal bonds
|
|
|
666
|
|
|
|
-
|
|
|
|
(1
|
)
|
|
|
665
|
|
Total available-for-sale investments
|
|
$
|
51,213
|
|
|
$
|
-
|
|
|
$
|
(52
|
)
|
|
$
|
51,161
|
|
|
|
Held-to-Maturity Investments
|
|
September 30, 2017
|
|
Amortized
Cost
|
|
|
Gross
Unrecognized
Gain
|
|
|
Gross
Unrecognized
(Loss)
|
|
|
Fair
Value
|
|
Certificates of deposit
|
|
$
|
15,890
|
|
|
$
|
1
|
|
|
$
|
(10
|
)
|
|
$
|
15,881
|
|
Commercial paper
|
|
|
4,988
|
|
|
|
-
|
|
|
|
(2
|
)
|
|
|
4,986
|
|
Corporate bonds
|
|
|
46,435
|
|
|
|
1
|
|
|
|
(166
|
)
|
|
|
46,270
|
|
Municipal bonds
|
|
|
354
|
|
|
|
-
|
|
|
|
(1
|
)
|
|
|
353
|
|
Total held-to-maturity investments
|
|
$
|
67,667
|
|
|
$
|
2
|
|
|
$
|
(179
|
)
|
|
$
|
67,490
|
|
|
|
Available-for-Sale Investments
|
|
March 31, 2017
|
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gain
|
|
|
Gross
Unrealized
(Loss)
|
|
|
Fair
Value
|
|
Corporate bonds
|
|
$
|
6,381
|
|
|
$
|
-
|
|
|
$
|
(4
|
)
|
|
$
|
6,377
|
|
Municipal bonds
|
|
|
678
|
|
|
|
-
|
|
|
|
(16
|
)
|
|
|
662
|
|
Total available-for-sale investments
|
|
$
|
7,059
|
|
|
$
|
-
|
|
|
$
|
(20
|
)
|
|
$
|
7,039
|
|
|
|
Held-to-Maturity Investments
|
|
March 31, 2017
|
|
Amortized
Cost
|
|
|
Gross
Unrecognized
Gain
|
|
|
Gross
Unrecognized
(Loss)
|
|
|
Fair
Value
|
|
Certificates of deposit
|
|
$
|
3,735
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
3,735
|
|
Commercial paper
|
|
|
5,588
|
|
|
|
-
|
|
|
|
(3
|
)
|
|
|
5,585
|
|
Corporate bonds
|
|
|
57,009
|
|
|
|
-
|
|
|
|
(186
|
)
|
|
|
56,823
|
|
Municipal bonds
|
|
|
361
|
|
|
|
-
|
|
|
|
(1
|
)
|
|
|
360
|
|
Total held-to-maturity investments
|
|
$
|
66,693
|
|
|
$
|
1
|
|
|
$
|
(191
|
)
|
|
$
|
66,503
|
|
We did not have any redemption of investments in accordance with callable provisions during the three and six months ended September 30, 2017 and 2016. As of September 30, 2017 and March 31, 2017, we had unrealized loss on available-for-sale investments, net of related income taxes, of $32,000 and $12,000, respectively. The amortized cost of our held-to-maturity investments approximates their fair value.
The following table summarizes the amortized cost and fair value of our investments, classified by stated maturity as of September 30, 2017 and March 31, 2017 (in thousands).
|
|
September 30, 2017
|
|
|
September 30, 2017
|
|
|
|
Available-for-Sale Investments
|
|
|
Held-to-Maturity Investments
|
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
Due in less than one year
|
|
$
|
45,668
|
|
|
$
|
45,638
|
|
|
$
|
44,239
|
|
|
$
|
44,172
|
|
Due in 1 to 3 years
|
|
|
5,545
|
|
|
|
5,523
|
|
|
|
23,428
|
|
|
|
23,318
|
|
Total investments
|
|
$
|
51,213
|
|
|
$
|
51,161
|
|
|
$
|
67,667
|
|
|
$
|
67,490
|
|
|
|
March 31, 2017
|
|
|
March 31, 2017
|
|
|
|
Available-for-Sale Investments
|
|
|
Held-to-Maturity Investments
|
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
Due in less than one year
|
|
$
|
6,381
|
|
|
$
|
6,377
|
|
|
$
|
45,184
|
|
|
$
|
45,124
|
|
Due in 1 to 3 years
|
|
|
678
|
|
|
|
662
|
|
|
|
21,509
|
|
|
|
21,379
|
|
Total investments
|
|
$
|
7,059
|
|
|
$
|
7,039
|
|
|
$
|
66,693
|
|
|
$
|
66,503
|
|
The following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as of September 30, 2017 and March 31, 2017, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position (in thousands).
|
|
As of September 30, 2017
|
|
|
|
Less than 12 Months
|
|
|
12 Months or Greater
|
|
|
Total
|
|
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
Certificates of deposit
|
|
$
|
11,152
|
|
|
$
|
(10
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
11,152
|
|
|
$
|
(10
|
)
|
Commercial paper
|
|
|
12,457
|
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
12,457
|
|
|
|
(3
|
)
|
Corporate bonds
|
|
|
68,858
|
|
|
|
(157
|
)
|
|
|
16,935
|
|
|
|
(59
|
)
|
|
|
85,793
|
|
|
|
(216
|
)
|
Municipal bonds
|
|
|
1,018
|
|
|
|
(2
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
1,018
|
|
|
|
(2
|
)
|
Total investments in an unrealized loss position
|
|
$
|
93,485
|
|
|
$
|
(172
|
)
|
|
$
|
16,935
|
|
|
$
|
(59
|
)
|
|
$
|
110,420
|
|
|
$
|
(231
|
)
|
|
|
As of March 31, 2017
|
|
|
|
Less than 12 Months
|
|
|
12 Months or Greater
|
|
|
Total
|
|
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
|
Fair Value
|
|
|
Unrealized
Loss
|
|
Certificates of deposit
|
|
$
|
2,738
|
|
|
$
|
(1
|
)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,738
|
|
|
$
|
(1
|
)
|
Commercial paper
|
|
|
2,989
|
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
2,989
|
|
|
|
(3
|
)
|
Corporate bonds
|
|
|
44,387
|
|
|
|
(177
|
)
|
|
|
16,108
|
|
|
|
(13
|
)
|
|
|
60,495
|
|
|
|
(190
|
)
|
Municipal bonds
|
|
|
1,021
|
|
|
|
(17
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
1,021
|
|
|
|
(17
|
)
|
Total investments in an unrealized loss position
|
|
$
|
51,135
|
|
|
$
|
(198
|
)
|
|
$
|
16,108
|
|
|
$
|
(13
|
)
|
|
$
|
67,243
|
|
|
$
|
(211
|
)
|
We periodically review our investments for other-than-temporary impairment. We consider factors such as the duration, severity and the reason for the decline in value, the potential recovery period and our intent to sell. For debt securities, we also consider whether (i) it is more likely than not that we will be required to sell the debt securities before recovery of their amortized cost basis, and (ii) the amortized cost basis cannot be recovered as a result of credit losses. During the three and six months ended September 30,
2017
and 2016, we did not recognize any other-than-temporary impairment loss.
As of September 30, 2017 and March 31, 2017, we did not have other-than-temporary impairment in the fair value of any individual security classified as held-to-maturity or available-for-sale.
NOTE 6. FAIR VALUE MEASUREMENTS
Fair value is defined 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. There is a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.
Level 3: Unobservable inputs that are supported by little or no market data and require the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.
The following table summarizes financial assets, measured at fair value on a recurring basis, by level of input within the fair value hierarchy as of September 30, 2017 and March 31, 2017 (in thousands).
|
|
As of September 30, 2017
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
525
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
525
|
|
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
|
|
-
|
|
|
|
7,471
|
|
|
|
-
|
|
|
|
7,471
|
|
Corporate bonds
|
|
|
-
|
|
|
|
43,025
|
|
|
|
-
|
|
|
|
43,025
|
|
Municipal bonds
|
|
|
-
|
|
|
|
665
|
|
|
|
-
|
|
|
|
665
|
|
Total assets at fair value
|
|
$
|
525
|
|
|
$
|
51,161
|
|
|
$
|
-
|
|
|
$
|
51,686
|
|
|
|
As of March 31, 2017
|
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents
|
|
$
|
584
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
584
|
|
Available-for-sale investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate bonds
|
|
|
-
|
|
|
|
6,377
|
|
|
|
-
|
|
|
|
6,377
|
|
Municipal bonds
|
|
|
-
|
|
|
|
662
|
|
|
|
-
|
|
|
|
662
|
|
Total assets at fair value
|
|
$
|
584
|
|
|
$
|
7,039
|
|
|
$
|
-
|
|
|
$
|
7,623
|
|
As of September 30, 2017 and March 31, 2017, our Level 1 financial assets consisted of money market mutual funds. Our cash equivalents are highly liquid instruments with original or remaining maturities of three months or less at the time of purchase that are readily convertible into cash. The fair value of our Level 1 financial assets is based on quoted market prices of the underlying security.
As of September 30, 2017 and March 31, 2017, our Level 2 financial assets consisted primarily of commercial paper, corporate bonds and municipal bonds. For our Level 2 financial assets, we review trading activity and pricing for these investments as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from third party data providers. These inputs represent quoted prices for similar assets in active markets or these inputs have been derived from observable market data.
As of September 30, 2017 and March 31, 2017, we did not have any Level 1 and Level 2 financial liabilities or Level 3 financial assets or liabilities measured at fair value on a recurring basis. We did not have any transfers between Level 1 and Level 2 or transfers in or out of Level 3 during the three and six months ended September 30, 2017 and 2016.
NOTE 7. INVENTORIES
Inventories include material, labor and manufacturing overhead, and are stated at the lower of cost (first-in, first-out method) or net realizable value. Components of inventories as of September 30, 2017 and March 31, 2017 were as follows (in thousands):
|
|
September 30,
2017
|
|
|
March 31,
2017
|
|
Raw materials
|
|
$
|
16,587
|
|
|
$
|
16,567
|
|
Work-in-process
|
|
|
6,374
|
|
|
|
4,212
|
|
Finished goods
|
|
|
16,089
|
|
|
|
18,231
|
|
Inventories
|
|
$
|
39,050
|
|
|
$
|
39,010
|
|
NOTE 8. INVESTMENT IN UNCONSOLIDATED AFFILIATES
In June 2016, we invested a total of $3.0 million in a privately-held company. Our investment was initially recorded under the cost method as we did not exercise significant influence over the investee’s operating or financial activities. The carrying value of our cost method investment was reviewed quarterly for changes in circumstances or the occurrence of events that suggest our investment may not be recoverable. The fair value of cost method investments was not adjusted if there were no identified events or changes in circumstances that may have a material adverse effect on the fair value of the investment.
In January 2017, we entered into a letter agreement with the privately-held company. Under the terms of the letter agreement, the privately-held company will, pending negotiation and execution of a definitive agreement, commence chemistry development activities for us using its intellectual product and technology. As consideration for these development efforts, we agreed to pay a total of up to $1.5 million to the privately-held company, which includes an upfront payment of $0.3 million that we paid in January 2017, and any remaining obligation to the investee is contingent upon the achievement of certain development milestones. As a result of our ability to exercise significant influence over operating and financial policies in our investment, which we do not control, we accounted for our investment in the privately-held company using the equity method on a prospective basis beginning in January 2017 based on our early adoption of ASU 2016-07. Our allocated portion of net loss in our equity method investment in the privately-held company during the three months ended September 30, 2017 and 2016, was
$38,000 and $0, respectively, and during the six months ended September 30, 2017 and 2016, were $72,000 and $0, respectively. Our proportionate share of the privately-held company’s net income or loss is recorded in “Interest and other income (expense), net” on the condensed consolidated statements of income. As of September 30, 2017 and March 31, 2017, the carrying value of our equity method investment in this privately-held company was $2.8 million and $2.9 million, respectively.
In February 2011, we purchased a 15% equity ownership interest in Scandinavian Micro Biodevices APS (“SMB”), a developer and manufacturer of point-of-care diagnostic products for veterinary use, for $2.8 million in cash. SMB, based in Farum, Denmark, has been the original equipment manufacturer of the Abaxis VetScan VS
pro
point-of-care specialty analyzer since 2008. We accounted for our investment in SMB using the equity method due to our significant influence over SMB’s operations. In August 2016, we sold our 15% equity ownership interest in SMB in connection with Zoetis Inc.’s acquisition of SMB. The total purchase price paid to us for our equity method investment in SMB was approximately $9.7 million in cash, subject to a holdback for certain adjustments that may occur. The holdback payment is expected to be released 18 months following the closing date. In connection with the sale, we received a cash payment of $8.5 million and recorded a pre-tax gain of $6.1 million ($3.8 million after tax) on the sale of our equity method investment during the period ended September 30, 2016. Our allocated portion of SMB’s net loss during the three months ended September 30, 2017 and 2016 was $0 in each period and during the six months ended September 30, 2017 and 2016 was $0 and $34,000, respectively. Our proportionate share of SMB’s net income or loss is recorded in “Interest and other income (expense), net” on the condensed consolidated statements of income. As of September 30, 2017 and March 31, 2017, the carrying value of our equity method investment in SMB was $0.
NOTE 9. OTHER NON-CURRENT ASSETS
Other non-current assets as of September 30, 2017 and March 31, 2017 were as follows (in thousands):
|
|
September 30,
2017
|
|
|
March 31,
2017
|
|
Non-current lease receivables
|
|
$
|
8,764
|
|
|
$
|
7,476
|
|
Other assets
|
|
|
140
|
|
|
|
148
|
|
Total other non-current assets
|
|
$
|
8,904
|
|
|
$
|
7,624
|
|
Non-current lease receivables represent sales-type leases resulting from the sale of our products and are typically collateralized by a security interest in certain of the underlying assets. Starting in fiscal 2016, we entered into sales contracts as the lessor of instruments with end users for monthly payments of instrument and consumable purchases over a term of six years. The present value of total current and non-current lease receivables, including accrued interest, was $2.1 million and $8.8 million, respectively, as of September 30, 2017. Our current and non-current lease receivables are recorded within “Receivables” and “Other assets,” respectively, on our condensed consolidated balance sheets. Interest income is recognized monthly over the lease term using the effective-interest method.
Future minimum lease payments to us on lease receivables as of September 30, 2017 are summarized as follows (in thousands):
Fiscal Year
|
|
Amount
|
|
2018 (remaining six months)
|
|
$
|
1,046
|
|
2019
|
|
|
2,164
|
|
2020
|
|
|
2,156
|
|
2021
|
|
|
2,113
|
|
2022
|
|
|
2,114
|
|
Thereafter
|
|
|
1,288
|
|
Total
|
|
|
10,881
|
|
Less: Current portion
|
|
|
(2,117
|
)
|
Non-current lease receivable
|
|
$
|
8,764
|
|
NOTE 10. WARRANTY RESERVES
We provide for the estimated future costs to be incurred under our standard warranty obligation on our instruments and reagent discs.
Instruments.
Our standard warranty obligation on instruments ranges from one to five years, depending on the specific product. The estimated contractual warranty obligation is recorded when the related revenue is recognized and any additional amount is recorded when such cost is probable and can be reasonably estimated. Cost of revenues reflects estimated warranty expense for instruments sold in the current period and any adjustments in estimated warranty expense for the installed base under our standard warranty obligation based on our quarterly evaluation of service experience. The estimated accrual for warranty exposure is based on historical experience as to product failures, estimated product failure rates, estimated repair costs, material usage and freight incurred in repairing the instrument after failure and known design changes under the warranty plan. Management periodically evaluates the sufficiency of the warranty provisions and makes adjustments when necessary. If an unusual performance rate related to warranty claims is noted, an additional warranty accrual may be assessed and recorded when a failure event is probable and the cost can be reasonably estimated. Total current and non-current accrued warranty reserve related to instruments as of September 30, 2017 and March 31, 2017 was $4.1 million and $3.8 million, respectively.
Reagent Discs.
We record a provision for defective reagent discs when the related sale is recognized and any additional amount is recorded when such cost is probable and can be reasonably estimated. The warranty cost includes the replacement costs and freight of a defective reagent disc. The balance of accrued warranty reserve related to replacement of defective reagent discs as of September 30, 2017 and March 31, 2017 was $0.6 million and $0.6 million, respectively, which was classified as a current liability on the condensed consolidated balance sheets.
We evaluate our estimates for warranty reserves on an ongoing basis and believe we have the ability to reasonably estimate warranty costs. However, unforeseeable changes in factors may impact the estimate for warranty and such changes could cause a material change in our warranty reserve accrual in the period in which the change was identified.
The change in our accrued warranty reserve during the three and six months ended September 30, 2017 and 2016 is summarized as follows (in thousands):
|
|
Three Months Ended
September 30,
|
|
|
Six Months Ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Balance at beginning of period
|
|
$
|
4,541
|
|
|
$
|
3,576
|
|
|
$
|
4,358
|
|
|
$
|
3,208
|
|
Provision for warranty expense
|
|
|
682
|
|
|
|
741
|
|
|
|
1,462
|
|
|
|
1,500
|
|
Warranty costs incurred
|
|
|
(464
|
)
|
|
|
(367
|
)
|
|
|
(1,061
|
)
|
|
|
(758
|
)
|
Balance at end of period
|
|
|
4,759
|
|
|
|
3,950
|
|
|
|
4,759
|
|
|
|
3,950
|
|
Non-current portion of warranty reserve
|
|
|
2,825
|
|
|
|
2,411
|
|
|
|
2,825
|
|
|
|
2,411
|
|
Current portion of warranty reserve
|
|
$
|
1,934
|
|
|
$
|
1,539
|
|
|
$
|
1,934
|
|
|
$
|
1,539
|
|
NOTE 11. BORROWINGS
Notes Payable.
We have a ten year loan agreement with the Community Redevelopment Agency of the City of Union City (the “Agency”) whereby the Agency provides us with an unsecured loan of up to $1.0 million, primarily to purchase capital equipment. The loan was effective January 2011, bears interest at 5.0% and is payable quarterly. As of September 30, 2017, our short-term and long-term notes payable balances were $0.1 million and $0.2 million, respectively, and as of March 31, 2017, our short-term and long-term notes payable balances were $0.1 million and $0.3 million, respectively. The short-term balance was recorded in “Other accrued liabilities” on the condensed consolidated balance sheets. The entire outstanding balance of the note is payable in full on the earlier of: (i) December 2020, or (ii) the date Abaxis ceases operations in Union City, California. The Agency also has the right to accelerate the maturity date and declare all balances immediately due and payable upon an event of default as defined in the loan agreement. We evaluate covenants in our loan agreement on a quarterly basis, and we were in compliance with such covenants as of September 30, 2017.
In accordance with the terms of the loan agreement, the Agency will provide Abaxis with an annual credit that can be applied against the accrued interest and outstanding principal balance on a quarterly basis. The Agency determines the annual credit based on certain taxes paid by Abaxis to the City of Union City, California for a specified period, as defined in the loan agreement. We anticipate that our annual credits from the Agency will be used to fully repay our notes payable due to the Agency. We may carry forward unused quarterly credits to apply against our outstanding balance in a future period. Credits applied to repay our notes payable and accrued interest are recorded in “Interest and other income (expense), net” on the condensed consolidated statements of income.
NOTE 12. OTHER CURRENT ACCRUED LIABILITIES
Other current accrued liabilities as of September 30, 2017 and March 31, 2017 were as follows (in thousands):
|
|
September 30,
2017
|
|
|
March 31,
2017
|
|
Accrued liabilities for customer sales incentive programs
|
|
$
|
9,783
|
|
|
$
|
7,181
|
|
Other current accrued liabilities
|
|
|
4,028
|
|
|
|
3,825
|
|
Total other current accrued liabilities
|
|
$
|
13,811
|
|
|
$
|
11,006
|
|
As of September 30, 2017 and March 31, 2017, accrued liabilities for customer sales incentive programs consisted primarily of (i) a liability to distributors or end-users for cash rebates upon meeting certain requirements during a qualifying period and (ii) a liability to resellers for incentives that we estimate at the time of initial sale and adjust as earned by end-users during a specified promotional period.
Other current accrued liabilities included notes payable and various expenses that we accrued for transaction taxes and professional costs.
NOTE 13. COMMITMENTS AND CONTINGENCIES
Commitments
We have purchase commitments, consisting of supply and inventory related agreements, totaling approximately $3.4 million as of September 30, 2017. These purchase order commitments primarily include our purchase obligations to purchase from Diatron of Hungary through fiscal 2018.
In April 2017, we entered into a joint development agreement with the diagnostics division of a medical products company, whereby we are subject to payments of up to $10.2 million, in consideration of development efforts, over an estimated period of four years. Our payment obligations are contingent upon the achievement of certain development milestones.
See Note 8, “Investments in Unconsolidated Affiliates,” for information on commitments due in connection with our investment in a privately-held company.
Litigation
We are involved from time to time in various litigation matters in the normal course of business. There can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows.
NOTE 14. EQUITY COMPENSATION PLANS AND SHARE-BASED COMPENSATION
Equity Compensation Plans
Our share-based compensation plans are described below.
2014 Equity Incentive Plan.
Our 2014 Equity Incentive Plan, as amended (the “2014 Plan”), which was approved by our shareholders on October 22, 2014, is the successor to and continuation of the 2005 Equity Incentive Plan (the “2005 Plan”). The terms of the 2014 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards and performance awards that may be settled in cash, stock or other property. At its October 22, 2014 effective date, the total number of shares of the Company’s common stock available for issuance under the 2014 Plan was 1,712,409 shares, which was equal to the sum of (i) the shares remaining available for issuance pursuant to the exercise of options or issuance or settlement of stock awards that had not previously been granted under the 2005 Plan, as of the effective date of the 2014 Plan and (ii) the Returning Shares (as defined below), as of the effective date of the 2014 Plan. The “Returning Shares” are shares subject to outstanding stock awards granted under the 2005 Plan (the “2005 Available Pool”), as of the effective date of the 2014 Plan, (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited, cancelled or otherwise returned to us because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock award or to satisfy the purchase price or exercise price of a stock award.
On October 26, 2016, our shareholders approved an amendment to the 2014 Plan to, among other things, (i) increase the aggregate number of shares of common stock reserved for issuance under the 2014 Plan by 900,000 shares and (ii) update the means of adjustment when calculating the attainment of performance goals for performance awards under the 2014 Plan for purposes of the requirements of Section 162(m) of the Internal Revenue Code.
2005 Equity Incentive Plan.
Our 2005 Plan was originally approved by our shareholders in October 2005 and restated and amended our 1998 Stock Option Plan. Our 2005 Plan allowed for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance cash awards, performance shares, performance units, deferred compensation awards or other share-based awards to employees, directors and consultants. Our 2005 Plan was succeeded by our 2014 Plan upon adoption of our 2014 Plan on October 22, 2014, and no additional awards may be made under our 2005 Plan. However, as described above, the 2005 Available Pool became available for issuance under the 2014 Plan and Returning Shares may become available under the 2014 Plan from time to time.
As of September 30, 2017, the 2014 Plan provided for the issuance of a maximum of 2,612,409 shares, of which 989,000 shares of common stock were available for future issuance under the 2014 Plan pursuant to stock awards that had not previously been granted. Shares that are canceled or forfeited from an award and shares withheld in satisfaction of tax withholding obligations are again available for issue under the 2014 Plan.
We issue new shares of common stock from our authorized shares for share-based awards upon the exercise of stock options or vesting of restricted stock units.
Share-Based Compensation
Share-based compensation expense and related restricted stock unit award activity is presented on a consolidated basis, unless otherwise presented as continuing or discontinued operations.
The following table summarizes total share-based compensation expense, net of tax, related to restricted stock units, and represents our results from continuing operations, during the three and six months ended September 30, 2017 and 2016, which is included in our condensed consolidated statements of income (in thousands, except per share data):
|
|
Three Months Ended
September 30,
|
|
|
Six Months Ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Cost of revenues
|
|
$
|
384
|
|
|
$
|
487
|
|
|
$
|
751
|
|
|
$
|
966
|
|
Research and development
|
|
|
782
|
|
|
|
684
|
|
|
|
1,543
|
|
|
|
1,278
|
|
Sales and marketing
|
|
|
1,088
|
|
|
|
717
|
|
|
|
2,332
|
|
|
|
1,421
|
|
General and administrative
|
|
|
1,254
|
|
|
|
1,178
|
|
|
|
1,993
|
|
|
|
2,220
|
|
Share-based compensation expense before income taxes
|
|
|
3,508
|
|
|
|
3,066
|
|
|
|
6,619
|
|
|
|
5,885
|
|
Income tax benefit
|
|
|
(1,203
|
)
|
|
|
(1,058
|
)
|
|
|
(2,277
|
)
|
|
|
(2,042
|
)
|
Total share-based compensation expense after income taxes
|
|
$
|
2,305
|
|
|
$
|
2,008
|
|
|
$
|
4,342
|
|
|
$
|
3,843
|
|
Net impact of share-based compensation on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.19
|
|
|
$
|
0.17
|
|
Diluted net income per share
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.19
|
|
|
$
|
0.17
|
|
Share-based compensation has been classified in the condensed consolidated statements of income or capitalized on the condensed consolidated balance sheets in the same manner as cash compensation paid to employees. Capitalized share-based compensation costs as of September 30, 2017 and March 31, 2017 were $0.2 million and $0.2 million, respectively, which were included in “Inventories” on our condensed consolidated balance sheets.
During the first quarter of fiscal 2018, we adopted ASU 2016-09, and as a result of adoption, during the three and six months ended September 30, 2017, we recognized $0.1 million and $0.2 million, respectively of excess tax benefits related to share-based payments in our income tax provision. These items were historically recorded in common stock. In addition, effective April 1, 2017, cash flows related to excess tax benefits are classified as an operating activity along with other income tax cash flows, and as a result, were classified as such during the three and six months ended September 30, 2017. Our compensation expense each period continues to reflect estimated forfeitures.
Restricted Stock Units
Since fiscal 2007, we have granted restricted stock unit awards to employees and directors as part of our share-based compensation program. Restricted stock unit awards to consultants were not significant. Awards of restricted stock units are issued at no cost to the recipient and may have time-based vesting criteria, or a combination of time-based and performance-based vesting criteria, as described below. From time to time, restricted stock unit awards granted to employees may be subject to accelerated vesting upon achieving certain performance-based milestones.
The Compensation Committee of our Board of Directors (the “Compensation Committee”) in its discretion, may provide in the event of a change in control for the acceleration of vesting and/or settlement of the restricted stock unit held by a participant upon such conditions and to such extent as determined by the Compensation Committee. Our Board of Directors has adopted an executive change in control severance plan, which it may terminate or amend at any time, that provides that awards granted to executive officers will accelerate fully on a change of control. The vesting of non-employee director and officer awards granted under the 2014 Plan automatically will also accelerate in full upon a change in control. Beginning in fiscal 2015, the Compensation Committee discontinued the practice of granting such “single trigger” acceleration of vesting benefits to new executive officers pursuant to which an executive officer’s outstanding stock option(s) and other unvested equity-based instruments would accelerate in full upon the occurrence of a change of control. Starting in fiscal 2015, we grant “double-trigger” acceleration arrangements to new executive officers, which requires both the occurrence of a change of control and the termination by us (or our successor) for any reason other than cause, death or disability within 18 months following such change of control date, with the termination constituting a separation in service and subject to execution of a valid and effective release of claims against us, for the acceleration of vesting of the executive officer’s equity awards in full.
Restricted Stock Unit Awards (Time Vesting)
We grant restricted stock unit awards with only time-based vesting terms, which we refer to as RSUs. The RSUs entitle holders to receive shares of common stock at the end of a specified period of time. For RSUs, vesting is based on continuous employment or service of the holder. Upon vesting, the equivalent number of common shares are typically issued net of tax withholdings. If the service vesting conditions are not met, unvested RSUs will be forfeited. Generally, RSUs vest according to one of the following time-based vesting schedules:
•
|
RSU awards to employees: Four-year time-based vesting as follows: 5% vesting after the first year; additional 10% after the second year; additional 15% after the third year; and the remaining 70% after the fourth year of continuous employment with the Company.
|
•
|
RSU awards to non-employee directors: 100% vesting after one year of continuous service to the Company.
|
The fair value of RSUs used in our expense recognition method is measured based on the number of shares granted and the closing market price of our common stock on the date of grant. Such value is recognized as an expense over the corresponding requisite service period. The share-based compensation expense is reduced for an estimate of the RSU awards that are expected to be forfeited. The forfeiture estimate is based on historical data and other factors, and compensation expense is adjusted for actual results. As of September 30, 2017, the total unrecognized compensation expense related to RSU awards granted amounted to $23.5 million, which is expected to be recognized over a weighted average service period of 2.4 years.
Restricted Stock Unit Awards (Performance Vesting)
We grant restricted stock unit awards subject to performance vesting criteria, which we refer to as PSUs to our executive officers and to certain of our other employees. The PSUs vest only if both of the following criteria are satisfied: (1) achievement of financial target during the fiscal year in which the grant occurred, as determined and certified by the Compensation Committee and (2) the recipient remains in the continuous service of the Company until the applicable vesting date.
Fiscal 2017 Performance RSUs
. In April 2016, the Compensation Committee approved the grant of PSUs for 152,000 shares of common stock to our executive officers and to certain of our other employees (the “FY2017 PSUs”). These FY2017 PSUs, as originally granted to our executive officers and other employees other than our Chief Executive Officer, vested only if both of the following criteria are satisfied: (1) our consolidated income from operations during the fiscal year 2017, as certified by the Compensation Committee, was in excess of the applicable target amount described below; and (2) the recipient remains in the continuous service of the Company until the applicable vesting date set forth as follows:
•
|
25% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations target described above and continuous service until the third anniversary of the date of grant;
|
•
|
25% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations target described above and continuous service until the fourth anniversary of the date of grant;
|
•
|
25% of the shares subject to an award vest in full upon achieving 100% of the consolidated income from operations target described above and continuous service until the third anniversary of the date of grant; and
|
•
|
25% of the shares subject to an award vest in full upon achieving 100% of the consolidated income from operations target described above and continuous service until the fourth anniversary of the date of grant.
|
The FY2017 PSUs as originally granted to our Chief Executive Officer, Mr. Clinton Severson, vest as follows:
•
|
approximately 18% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations target described above and continuous service until the third anniversary of the date of grant;
|
•
|
approximately 18% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations target described above and continuous service until the fourth anniversary of the date of grant;
|
•
|
approximately 32% of the shares subject to an award vest in full upon achieving 100% of the consolidated income from operations target described above and continuous service until the third anniversary of the date of grant; and
|
•
|
approximately 32% of the shares subject to an award vest in full upon achieving 100% of the consolidated income from operations target described above and continuous service until the fourth anniversary of the date of grant.
|
Of the aggregate shares of common stock issuable upon settlement of the FY2017 PSUs, 84,000 and 68,000 shares of common stock, respectively, were granted with performance conditions subject to vesting in full upon achieving 100% and 90%, respectively, of the financial targets described above. The aggregate estimated grant date fair value of the FY2017 PSUs was $6.8
million based on the closing market price of our common stock on the date of grant. On January 25, 2017, the Compensation Committee approved an amendment to our FY2017 PSUs so the performance vesting condition refers to the Company’s consolidated income from continuing operations before income tax provision, rather than consolidated income from operations. The service vesting condition and all other terms and conditions of our FY2017 PSUs were not changed.
On December 31, 2016, we reviewed each of the underlying performance targets related to the outstanding FY2017 PSUs and determined that it was not probable that the performance targets of the FY2017 PSUs would be met for the 84,000 shares of common stock. Consequently, upon our determination of non-achievement of the performance condition, with respect to achievement of 100% of the financial target in fiscal 2017, we reversed the cumulative share-based compensation expense related to the original awards in the third quarter of fiscal 2017, resulting in no share-based compensation expense recorded for these awards through December 31, 2016. Additional share-based compensation of $0.6 million would have been recorded during the nine months ended December 31, 2016 had the achievement of performance targets been deemed probable for the 84,000 shares of common stock.
On January 25, 2017, we evaluated the modification of the performance conditions for the FY2017 PSUs and determined that the performance conditions for the 84,000 shares of common stock was a Type III modification or “Improbable to Probable” pursuant to ASC 718 as the awards, on the date of modification, were no longer probable of being achieved in fiscal 2017. Because the 84,000 shares of common stock of the FY2017 PSUs granted were improbable of vesting prior to the modification of the performance conditions, the original grant date fair value is no longer used to measure compensation cost for the awards. In accordance with ASC 718, the fair value of the 84,000 shares of common stock of the modified FY2017 PSUs was re-measured with a measurement date of January 25, 2017, and an aggregate grant date fair value of $4.0 million. As we determined that the performance conditions of the modified award would be met for the 84,000 shares of common stock as of March 31, 2017, we recorded share-based compensation expense during fiscal 2017, ratably, beginning on January 25, 2017 over the vesting terms of the modified FY2017 PSUs.
For the remaining 68,000 shares of common stock issuable upon settlement of the FY2017 PSUs, we evaluated the modification of the performance conditions for the FY2017 PSUs and determined it was a Type I modification or “Probable to Probable” pursuant to ASC 718. Accordingly, we record share-based compensation expense, ratably, beginning on the original grant date over the vesting terms of the PSUs, as we determined that the performance targets approved by the Compensation Committee in April 2016 would be met.
Fiscal 2018 Performance RSUs
. In April 2017, the Compensation Committee approved the grant of PSUs for 137,000 shares of common stock to our executive officers and to certain of our other employees that contained the foregoing time-based and performance-based vesting terms (the “FY2018 PSUs”).
•
|
50% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations before income tax provision target described above and continuous service until the third anniversary of the date of grant; and
|
•
|
50% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations before income tax provision target described above and continuous service until the fourth anniversary of the date of grant.
|
We recognize any related share-based compensation expense ratably over the service period based on the most probable outcome of the performance condition. The fair value of PSUs used in our expense recognition method is measured based on the number of shares granted, the closing market price of our common stock on the date of grant and an estimate of the probability of the achievement of the performance goals. The amount of share-based compensation expense recognized in any one period can vary based on the attainment or expected attainment of the performance goals. If such performance goals are not ultimately met, no compensation expense is recognized and any previously recognized compensation expense is reversed. The share-based compensation expense is reduced for an estimate of the PSUs that are expected to be forfeited. The forfeiture estimate is based on historical data and other factors, and compensation expense is adjusted for actual results. If the service vesting conditions are not met, unvested PSUs will be forfeited. Upon vesting on the third and fourth anniversary date of grant of the PSUs, the equivalent number of common shares are typically issued net of tax withholdings.
For the PSUs granted in fiscal 2015, 2016 and 2017, we determined that the performance targets (including as adjusted to reflect the modified performance conditions for the FY2017 PSUs discussed above) were met in each respective fiscal year of grant and we recorded share-based compensation expense ratably over the vesting terms of the PSUs during the three and six months ended September 30, 2017. For the FY2018 PSUs, we determined that it was probable that the performance targets would be met and accordingly, we recorded share-based compensation expense ratably over the vesting the terms of the FY2018 PSUs during the three and six months ended September 30, 2017. We will assess the probability of the performance targets at the end of each quarter.
As of September 30, 2017, the total unrecognized compensation expense related to PSU awards granted and expected to vest amounted to $11.1 million, which is expected to be recognized over a weighted average service period of 1.9 years.
Restricted Stock Unit Activity
The following table summarizes restricted stock unit activity for the six months ended September 30, 2017.
|
|
Time-Based
Restricted Stock Units
|
|
|
Performance-Based
Restricted Stock Units
|
|
|
|
Number of
Shares
|
|
|
Weighted
Average
Grant Date
Fair Value (1)
|
|
|
Number of
Shares
|
|
|
Weighted
Average
Grant Date
Fair Value (1)
|
|
Nonvested at March 31, 2017
|
|
|
535,000
|
|
|
$
|
46.62
|
|
|
|
439,000
|
|
|
$
|
47.40
|
|
Granted
|
|
|
236,000
|
|
|
|
46.35
|
|
|
|
137,000
|
|
|
|
45.84
|
|
Vested (2)
|
|
|
(140,000
|
)
|
|
|
43.90
|
|
|
|
(62,000
|
)
|
|
|
40.82
|
|
Canceled and forfeited
|
|
|
(4,000
|
)
|
|
|
46.96
|
|
|
|
-
|
|
|
|
-
|
|
Nonvested at September 30, 2017
|
|
|
627,000
|
|
|
$
|
47.12
|
|
|
|
514,000
|
|
|
$
|
47.78
|
|
(1)
|
The weighted average grant date fair value of restricted stock units is based on the number of shares and the closing market price of our common stock on the date of grant.
|
(2)
|
The number of restricted stock units vested includes shares that we withheld on behalf of our employees to satisfy the statutory tax withholding requirements.
|
Total intrinsic value of restricted stock units vested during the three months ended September 30, 2017 and 2016 was $2.7 million and $2.6 million, respectively, and during the six months ended September 30, 2017 and 2016 was $9.4 million and $7.8 million, respectively.
The total grant date fair value of restricted stock units vested during the three months ended September 30, 2017 and 2016 was $2.5 million and $2.0 million, respectively, and during the six months ended September 30, 2017 and 2016 was $8.7 million and $7.0 million, respectively.
NOTE 15. SHAREHOLDERS’ EQUITY
Share Repurchase Program
Between August 2011 and July 2013, our Board of Directors authorized the repurchase of up to a total of $67.3 million of our common stock. In July 2016, our Board of Directors approved a $30.0 million increase to our existing share repurchase program to a total of $97.3 million. As of September 30, 2017, $54.0 million was available to purchase common stock under our share repurchase program.
Since the share repurchase program began, through September 30, 2017, we have repurchased 1.6 million shares of our common stock at a total cost of $43.3 million, including commission expense. During the three and six months ended September 30, 2017 and 2016, we did not repurchase any shares of our common stock. The repurchases are made from time to time on the open market at prevailing market prices or in negotiated transactions off the market. Repurchased shares are retired.
See Note 20, “Subsequent Events,” for information regarding our share repurchase program.
Dividend Payments
During the three months ended September 30, 2017 and 2016, our total quarterly dividend payout was $3.2 million and $2.7 million, respectively. During the six months ended September 30, 2017 and 2016, our total quarterly dividend payout was $6.3 million and $5.4 million, respectively. Our dividend payouts were made from retained earnings.
See Note 20, “Subsequent Events,” for information regarding cash dividends declared by our Board of Directors after September 30, 2017.
NOTE 16. NET INCOME PER SHARE
Basic net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding using the treasury stock method. The treasury stock method assumes that proceeds, including the total unrecognized compensation expense for unvested share-based compensation awards and, prior to our adoption of the new accounting standard related to share-based compensation on April 1, 2017, the tax benefits resulting from share-based compensation tax deductions in excess of the related expense recognized for financial reporting purposes, would be used to purchase our common stock at the average market price during the period. The adoption of ASU 2016-09 is discussed further in Note 2, “Summary of Significant Accounting Policies.” Dilutive potential common shares outstanding include outstanding restricted stock units.
The computations for basic and diluted net income per share for the three and six months ended September 30, 2017 and 2016 are as follows (in thousands, except share and per share data):
|
|
Three Months Ended
September 30,
|
|
|
Six Months Ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Income from continuing operations
|
|
$
|
6,601
|
|
|
$
|
11,487
|
|
|
$
|
12,931
|
|
|
$
|
18,377
|
|
Loss from discontinued operations, net of tax
|
|
|
-
|
|
|
|
(55
|
)
|
|
|
-
|
|
|
|
(55
|
)
|
Net income
|
|
$
|
6,601
|
|
|
$
|
11,432
|
|
|
$
|
12,931
|
|
|
$
|
18,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
22,679,000
|
|
|
|
22,522,000
|
|
|
|
22,648,000
|
|
|
|
22,494,000
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock units
|
|
|
318,000
|
|
|
|
223,000
|
|
|
|
343,000
|
|
|
|
226,000
|
|
Diluted
|
|
|
22,997,000
|
|
|
|
22,745,000
|
|
|
|
22,991,000
|
|
|
|
22,720,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.29
|
|
|
$
|
0.51
|
|
|
$
|
0.57
|
|
|
$
|
0.82
|
|
Discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(0.01
|
)
|
Basic net income per share
|
|
$
|
0.29
|
|
|
$
|
0.51
|
|
|
$
|
0.57
|
|
|
$
|
0.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
0.29
|
|
|
$
|
0.51
|
|
|
$
|
0.56
|
|
|
$
|
0.81
|
|
Discontinued operations
|
|
|
-
|
|
|
|
(0.01
|
)
|
|
|
-
|
|
|
|
-
|
|
Diluted net income per share
|
|
$
|
0.29
|
|
|
$
|
0.50
|
|
|
$
|
0.56
|
|
|
$
|
0.81
|
|
For our PSUs, if the performance criteria are achieved during the period, these awards will be considered outstanding for the purpose of computing diluted net income per share if the effect is dilutive. Because the performance criteria for FY2018 PSUs were not achieved during the three and six months ended September 30, 2017, these awards were not included in the diluted net income per share calculation.
Restricted stock units for 76,000 and 82,000 shares during the three months ended September 30, 2017 and 2016, respectively, and 5,000 and 85,000 shares during the six months ended September 30, 2017 and 2016, respectively, were outstanding but not included in the computation of diluted net income per share because the effect would be antidilutive.
NOTE 17. INCOME TAXES
During the three months ended September 30, 2017 and 2016, our income tax provision was $3.6 million, based on an effective tax rate of 35%, and $6.5 million, based on an effective tax rate of 36%, respectively. The dollar decrease in the income tax provision during the three months ended September 30, 2017, as compared to the same period last year, was attributable to lower pre-tax income. The decrease in the effective tax rate during the three months ended September 30, 2017, as compared to the same period last year, was primarily attributable to the recognition of excess tax benefits as a discrete item in the second quarter of fiscal 2018 pursuant to ASU 2016-09, which we adopted effective the first quarter of fiscal 2018, partially offset by lower federal benefits for qualified production activities during the three months ended September 30, 2017. The adoption of ASU 2016-09 is discussed further in Note 2, “Summary of Significant Accounting Policies.”
During the six months ended September 30, 2017 and 2016, our income tax provision was $7.0 million, based on an effective tax rate of 35%, and $10.4 million, based on an effective tax rate of 36%, respectively. The dollar decrease in the income tax provision during the six months ended September 30, 2017, as compared to the same period last year, was attributable to lower pre-tax income. The decrease in the effective tax rate during the six months ended September 30, 2017, as compared to the same period last year, was primarily attributable to the recognition of excess tax benefits as a discrete item in the six months ended September 30 2017, partially offset by lower federal benefits for qualified production activities during the six months ended September 30, 2017.
We are subject to income taxes in the United States and various foreign jurisdictions. Accordingly, we are subject to a variety of examinations by taxing authorities in these locations. We did not have any unrecognized tax benefits as of September 30, 2017 and March 31, 2017. During the three and six months ended September 30, 2017 and 2016, we did not recognize any interest or penalties related to unrecognized tax benefits. In the third quarter of fiscal 2017, the state of California commenced an examination of our tax returns for fiscal years 2014 and 2015, which was completed in the second quarter of fiscal 2018 and there have not been any proposed assessments as a result of this examination. Our foreign subsidiary income tax returns for fiscal 2013 through 2015 is subject to examination by German tax authorities. The tax audit commenced in the third quarter of fiscal 2018. As of September 30, 2017, there had been no proposed assessments by such authorities and we are unable to estimate the range of possible outcomes at this time.
NOTE 18. SEGMENT REPORTING INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.
Abaxis develops, manufactures and markets portable blood analysis systems for use in human or veterinary patient care setting to provide clinicians with rapid blood constituent measurements. We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the following two reportable segments: (i) the medical market and (ii) the veterinary market, which are based on the products sold by market and customer group. For the products that we manufacture and sell, each reportable segment has similar manufacturing processes, technology and shared infrastructures. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision making group, does not use assets as a basis to evaluate a segment’s performance.
Medical Market
In the medical market reportable segment, we serve a worldwide customer group consisting of physicians’ office practices across multiple specialties, urgent care, outpatient and walk-in clinics (free-standing or hospital-connected), health screening operations, home care providers (national, regional or local), nursing homes, ambulance companies, oncology treatment clinics, dialysis centers, pharmacies, hospital laboratories, military installations (ships, field hospitals and mobile care units), pharmaceutical clinical trials and cruise ship lines. The products manufactured and sold in this segment primarily consist of Piccolo chemistry analyzers and medical reagent discs.
Veterinary Market
In the veterinary market reportable segment, we serve a worldwide customer group consisting of companion animal hospitals, animal clinics with mixed practices of small animals, birds and reptiles, equine and bovine practitioners, veterinary emergency clinics, veterinary referral hospitals, universities, government, pharmaceutical companies, biotechnology companies and private research laboratories. Our veterinary market product offerings include VetScan chemistry analyzers and veterinary reagent discs, VetScan hematology instruments and related reagent kits, VetScan VS
pro
specialty analyzers and related consumables, VetScan i-STAT analyzers and related consumables, urinalysis instruments and related consumables and VetScan rapid tests. Financial information pertaining to our AVRL business is presented as a discontinued operation. See Note 4, “Discontinued Operations.”
Total Revenues, Cost of Revenues and Gross Profit by Segment
The table below summarizes revenues, cost of revenues and gross profit from our two operating segments and from certain unallocated items and represents our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands).
|
|
Three Months Ended
September 30,
|
|
|
Six Months Ended
September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Market
|
|
$
|
9,282
|
|
|
$
|
9,381
|
|
|
$
|
18,144
|
|
|
$
|
18,478
|
|
Veterinary Market
|
|
|
48,536
|
|
|
|
48,290
|
|
|
|
96,904
|
|
|
|
96,021
|
|
Other (1)
|
|
|
1,036
|
|
|
|
881
|
|
|
|
2,064
|
|
|
|
1,749
|
|
Total revenues
|
|
|
58,854
|
|
|
|
58,552
|
|
|
|
117,112
|
|
|
|
116,248
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Market
|
|
|
5,101
|
|
|
|
5,133
|
|
|
|
10,065
|
|
|
|
9,987
|
|
Veterinary Market
|
|
|
21,511
|
|
|
|
21,124
|
|
|
|
42,818
|
|
|
|
41,884
|
|
Other (1)
|
|
|
81
|
|
|
|
37
|
|
|
|
124
|
|
|
|
118
|
|
Total cost of revenues
|
|
|
26,693
|
|
|
|
26,294
|
|
|
|
53,007
|
|
|
|
51,989
|
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Market
|
|
|
4,181
|
|
|
|
4,248
|
|
|
|
8,079
|
|
|
|
8,491
|
|
Veterinary Market
|
|
|
27,025
|
|
|
|
27,166
|
|
|
|
54,086
|
|
|
|
54,137
|
|
Other (1)
|
|
|
955
|
|
|
|
844
|
|
|
|
1,940
|
|
|
|
1,631
|
|
Gross profit
|
|
$
|
32,161
|
|
|
$
|
32,258
|
|
|
$
|
64,105
|
|
|
$
|
64,259
|
|
(1)
Represents unallocated items, not specifically identified to any particular business segment.
NOTE 19
. REVENUES BY PRODUCT CATEGORY AND GEOGRAPHIC REGION AND SIGNIFICANT CONCENTRATIONS
Revenue Information
The following is a summary of our revenues by product category and represents our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands).
|
|
Three Months Ended
September 30,
|
|
|
Six Months Ended
September 30,
|
|
Revenues by Product Category
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Instruments (1)
|
|
$
|
9,164
|
|
|
$
|
9,823
|
|
|
$
|
17,927
|
|
|
$
|
19,922
|
|
Consumables (2)
|
|
|
46,369
|
|
|
|
45,512
|
|
|
|
92,409
|
|
|
|
90,201
|
|
Other products (3)
|
|
|
3,321
|
|
|
|
3,217
|
|
|
|
6,776
|
|
|
|
6,125
|
|
Product sales, net
|
|
$
|
58,854
|
|
|
$
|
58,552
|
|
|
$
|
117,112
|
|
|
$
|
116,248
|
|
(1)
|
Instruments include chemistry analyzers, hematology instruments, VS
pro
specialty analyzers, i‑STAT analyzers and urinalysis instruments.
|
(2)
|
Consumables include reagent discs, hematology reagent kits, VS
pro
specialty cartridges, i‑STAT cartridges, urinalysis tests and rapid tests.
|
(3)
|
Other products include products using the Orbos process and extended maintenance agreements.
|
The following is a summary of our revenues by geographic region based on customer location and represents our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands).
|
|
Three Months Ended
September 30,
|
|
|
Six Months Ended
September 30,
|
|
Revenues by Geographic Region
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
North America
|
|
$
|
46,920
|
|
|
$
|
47,017
|
|
|
$
|
93,889
|
|
|
$
|
93,790
|
|
Europe
|
|
|
8,338
|
|
|
|
8,033
|
|
|
|
16,643
|
|
|
|
16,391
|
|
Asia Pacific and rest of the world
|
|
|
3,596
|
|
|
|
3,502
|
|
|
|
6,580
|
|
|
|
6,067
|
|
Total revenues
|
|
$
|
58,854
|
|
|
$
|
58,552
|
|
|
$
|
117,112
|
|
|
$
|
116,248
|
|
Significant Concentrations
During the three months ended September 30, 2017, four distributors, MWI Veterinary Supply, Inc., Henry Schein, Inc., Patterson Companies, Inc. and Abbott Point of Care, Inc. accounted for 22%, 14%, 11% and 11%, respectively, of our total worldwide revenues. During the six months ended September 30, 2017, four distributors, MWI Veterinary Supply, Inc., Henry Schein, Inc., Patterson Companies, Inc. and Abbott Point of Care, Inc., accounted for 22%, 15%, 11% and 10%, respectively, of our total worldwide revenues.
During the three months ended September 30, 2016, four distributors, MWI Veterinary Supply, Inc., Henry Schein, Inc., Abbott Point of Care, Inc. and Patterson Companies, Inc. accounted for 20%, 14%, 11% and 10%, respectively, of our total worldwide revenues. During the six months ended September 30, 2016, four distributors, MWI Veterinary Supply, Inc., Henry Schein, Inc., Patterson Companies, Inc. and Abbott Point of Care, Inc., accounted for 20%, 13%, 11% and 10%, respectively, of our total worldwide revenues.
Concentration of credit risk with respect to accounts receivable is primarily limited to certain distributors to whom we make significant sales. Two distributors accounted for 29% and 12%, respectively, of our total receivable balance as of September 30, 2017. Three distributors accounted for 26%, 13% and 10%, respectively, of our total receivable balance as of March 31, 2017.
NOTE 20. SUBSEQUENT EVENTS
In October 2017, our Board of Directors declared a cash dividend of $0.16 per share on our outstanding common stock to be paid on December 15, 2017 to all shareholders of record as of the close of business on December 1, 2017.
In October 2017, our Board of Directors approved a $21.0 million increase to our existing share repurchase program, which when added to the $54.0 million remaining under our previously-authorized share repurchase program provides for a total of $75.0 million of our common stock authorized and available for repurchase under the program as of the date of approval.
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
FORWARD-LOOKING STATEMENTS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. In this report, the words
“will,” “anticipates,” “believes,” “expects,” “intends,” “plans,” “future,” “projects,” “estimates,” “would,” “may,” “could,” “should,” “might”
and similar expressions identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, including but not limited to those discussed below, in Part II, Item 1A of this report and in Part I, Item 1A of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), that could cause actual results to differ materially from historical results or those anticipated.
Such risks and uncertainties relate to our manufacturing operations, including the vulnerability of our manufacturing operations to potential interruptions and delays and our ability to manufacture products free of defects, fluctuations in our quarterly results of operations and difficulty in predicting future results, our dependence on Abbott Point of Care, Inc. (“Abbott”) for our U.S. medical sales, the performance of our independent distributors and our ability to manage their inventory levels effectively, market acceptance of our existing and future products, our dependence on certain sole or limited source suppliers, expansion of our sales, marketing and distribution efforts, the effect of exchange rate fluctuations on international operations, dependence on key personnel, the protection of our intellectual property and claims of infringement of intellectual property asserted by third parties, competition and
other risks detailed under “Risk Factors” in this Quarterly Report on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update any forward-looking statements as circumstances change.
Business Overview
Abaxis, Inc. is a worldwide developer, manufacturer and marketer of portable blood analysis systems that are used in a broad range of medical specialties in human or veterinary patient care to provide clinicians with rapid blood constituent measurements. Until March 2015, Abaxis also provided veterinary reference laboratory diagnostic and consulting services for veterinarians through AVRL. See the section below entitled “Discontinued Operations” for further information.
Our corporate headquarters are located in Union City, California, from which we conduct our manufacturing, warehousing, research and development, regulatory, sales and marketing and administrative activities. We market and sell our products worldwide primarily through independent distributors, supplemented by our direct sales force. Our sales force is primarily located in the United States. Abaxis Europe GmbH, our wholly-owned subsidiary, markets and distributes diagnostic systems for medical and veterinary uses in the European and Asia Pacific markets.
We manage our business in two operating segments, the medical market and veterinary market, as described below. See “Segment Results” in this section for a detailed discussion of financial results.
Medical Market
. We serve a worldwide customer group in the medical market consisting of physicians’ office practices across multiple specialties, urgent care, outpatient and walk-in clinics (free-standing or hospital-connected), health screening operations, home care providers (national, regional or local), nursing homes, ambulance companies, oncology treatment clinics, dialysis centers, pharmacies, hospital laboratories, military installations (ships, field hospitals and mobile care units), pharmaceutical clinical trials and cruise ship lines.
For our products in the human medical market, we employ primarily independent distributors to market our products. Starting in January 2013, we transitioned the majority of our medical product sales to Abbott as our exclusive distributor in the medical market. Pursuant to our Exclusive Agreement with Abbott, or the Abbott Agreement, Abbott obtained the exclusive right to sell and distribute our Piccolo Xpress chemistry analyzers and associated consumables in the professionally-attended human healthcare market in the United States and China (including Hong Kong). Effective September 2013, we amended the Abbott Agreement to limit Abbott’s territory under such agreement to the United States and effective April 2017, we amended the Abbott Agreement to include clinical research organization in Abbott’s customer segment. Effective July 2017, we further amended the Abbott Agreement to outline certain pricing for qualifying customers of Abbott. Under the Abbott Agreement, we have certain responsibilities for providing technical support and warranty services to Abbott in support of its marketing and sales efforts. The initial term of the Abbott Agreement ends on December 31, 2017, and after the initial term, the Abbott Agreement renews automatically for successive one-year periods unless terminated by either party based upon a notice of non-renewal six months prior to the then-current expiration date.
We will continue to sell and distribute these medical products outside of the market segments as to which Abbott has exclusive rights. Under our Abbott Agreement, we will continue to sell and distribute to Catapult Health LLC and specified customer segments in the United States, including pharmacy and retail store clinics, shopping malls and cruise ship lines.
Veterinary Market.
Our VetScan products serve a worldwide customer group in the veterinary market consisting of companion animal hospitals, animal clinics with mixed practices of small animals, birds and reptiles, equine and bovine practitioners, veterinary emergency clinics, veterinary referral hospitals, universities, government, pharmaceutical companies, biotechnology companies and private research laboratories. Our veterinary market product offerings include VetScan chemistry analyzers and veterinary reagent discs, VetScan hematology instruments and related reagent kits, VetScan VS
pro
specialty analyzers and related consumables, VetScan i-STAT analyzers and related consumables, urinalysis instruments and related consumables and VetScan rapid tests. Until March 2015, we provided veterinary reference laboratory diagnostic and consulting services for veterinarians through our Abaxis Veterinary Reference Laboratories, or “AVRL” division. In March 2015, we sold our AVRL business to Antech Diagnostics, Inc., the VCA laboratory division, or “Antech.” As a result, AVRL is presented as discontinued operations in our condensed consolidated financial statements.
We depend on a number of distributors in North America that distribute our VetScan products. In the United States veterinary market segment, we also rely on various independent regional distributors. In September 2012, we entered into a distribution agreement with MWI to purchase, market and sell the full line of Abaxis veterinary products throughout the United States. In October 2014, we entered into distribution agreements with Henry Schein Animal Health (a division of Henry Schein, Inc.) and Patterson Companies, Inc. to sell the full line of Abaxis veterinary products throughout the United States. We depend on our distributors to assist us in promoting our VetScan products, and accordingly, if one or more of our distributors were to stop selling our products in the future, we may experience a temporary sharp decline or delay in our revenues until our customers identify another distributor or purchase products directly from us. In addition to selling through distributors, we also directly supply our VetScan products to large group purchasing organizations, hospital networks and other buying groups in the United States, such as Veterinary Centers of America (VCA), a veterinary hospital chain in North America. In May 2014, we entered into a product supply agreement with VCA to supply our VetScan chemistry analyzers and diagnostic reagent discs for placement at VCA’s animal hospitals located in North America that operates more than 800 animal hospitals. In May 2014, we entered into a non-exclusive co-marketing agreement with VCA’s Antech Diagnostic laboratory services to supply our VetScan chemistry analyzers in combination with Antech Diagnostic laboratory services as a diagnostic solution to serve veterinary practices throughout North America. In the third quarter of fiscal 2016, we also entered into a five-year supply agreement with Banfield Pet Hospital, an organization with more than 900 pet hospitals within the United States and Puerto Rico. Under our supply agreement, we will provide our VetScan hematology analyzers and associated consumables to all of Banfield’s pet hospital locations, for which installation and training began in April 2016 and was completed at the end of September 2016.
Discontinued Operations
In March 2015, we entered into an asset purchase agreement with Antech pursuant to which we sold substantially all of the assets of our AVRL business to Antech. The transaction closed on March 31, 2015. We determined that our AVRL business met the criteria to be classified as a discontinued operation, which required retrospective application to financial information for all periods presented. Accordingly, we report the results of operations of this business in discontinued operations within the financial statements appearing in this report, as applicable. Unless otherwise noted, references to revenues and expenses in this report are to our revenues and expenses excluding those from AVRL operations. See Note 4 of the Notes to Condensed Consolidated Financial Statements contained in this report for additional information.
The total purchase price under the asset purchase agreement was $21.0 million in cash. We received $20.1 million in cash proceeds during the fourth quarter of fiscal 2015 and we recognized a pre-tax gain of $12.3 million ($7.7 million after-tax) on sale of discontinued operations during fiscal 2015. Additionally, upon meeting certain conditions by the first anniversary of the closing date in March 2016, we recognized a pre-tax gain of $0.9 million ($0.6 million after-tax) on sale of discontinued operations during fiscal 2016.
The pre-tax gain on this sale reflects the excess of the sum of the cash proceeds received over the costs incurred in connection with the sale of AVRL. During the fourth quarter of fiscal 2015, we recorded costs of $7.8 million related to cash payments for employee-related costs, including severance, contract termination and other associated costs. In connection with the transaction, we recorded disposal and an impairment charge on long-lived assets of $1.9 million during fiscal 2015. These items partially offset the cash proceeds that we received in accordance with the terms of the asset purchase agreement.
Overview of Financial Results
In the second quarter of fiscal 2018, total revenues were $58.9 million, an increase of 1% from last year’s comparable quarter. The net increase in revenues was primarily attributable to (a) an increase in revenues from consumable sales, which were $46.4 million, an increase of 2% over last year’s comparable quarter, primarily attributable to an increase in revenues from veterinary reagent discs sold to various distributors in Asia Pacific, (b) an increase in revenues from hematology reagent kits in North America resulting from an expanded installed base of VetScan hematology instruments and due to our supply agreement with Banfield Pet Hospitals and (c) an increase in revenues from rapid tests sold in North America. The increase was partially offset by a decrease in instrument sales, which totaled $9.2 million, a decrease of 7% from last year’s comparable quarter, due to a decrease in the unit sales of VetScan chemistry analyzers in North America resulting from fewer sales-type lease agreements with our customers.
Gross profit in the second quarter of fiscal 2018 was $32.2 million, a decrease of less than 1% from last year’s comparable quarter, primarily impacted by changes in the product mix in our medical and veterinary market.
Total operating expenses in the second quarter of fiscal 2018 were $22.7 million, an increase of $2.2 million, or 11%, compared to the same period last year, primarily attributable to an increase in research and development and sales and marketing expenses to support our growth in both North America and in the international markets.
Income from continuing operations in the second quarter of fiscal 2018 was $6.6 million, a decrease of $4.9 million, or 43%, compared to the same period last year, primarily attributable to an increase in operating expenses, as discussed above, and a gain from the sale of an equity method investment of $3.8 million after tax in the second quarter of fiscal 2017, partially offset by a decrease in the income tax provision during the three months ended September 30, 2017, as compared to the same period last year, primarily attributable to lower pre-tax income. Our diluted net income per share from continuing operations was $0.29 in the second quarter of fiscal 2018, compared to $0.51 for the same period last year. Diluted net income per share from continuing operations for the second quarter of fiscal 2017 includes the effect of a gain from the sale of an equity method investment.
Cash, cash equivalents and investments increased by $12.6 million during the six months ended September 30, 2017 to a total of $177.7 million as of September 30, 2017. During the six months ended September 30, 2017, operating cash flows were $24.4 million, an increase of $7.6 million, compared to $16.7 million for the same period last year, primarily attributable to higher accrued liabilities as of September 30, 2017 and a gain on sale of equity method investment during the six months ended September 30, 2016. Key non-operating uses of cash during the six months ended September 30, 2017 included payments of $2.4 million made for tax withholdings related to net share settlements of restricted stock units and payment of $6.3 million in cash dividends to shareholders.
Factors that May Impact Future Performance
Our industry is impacted by numerous competitive, regulatory and other significant factors. Our sales for any future periods are not predictable with a significant degree of certainty, and may depend on a number of factors outside of our control. In particular, we are highly dependent upon the efforts and priorities of our distributors in promoting and creating a demand for our products and as such, we do not have full control over the marketing and sale of our products into these markets. Should these efforts be unsuccessful, or should we fail to maintain or effectively manage these relationships, our business, financial condition and results of operations are likely to be adversely affected. We generally operate with a limited order backlog because our products are typically shipped shortly after orders are received. Product sales in any quarter are generally dependent on orders booked and shipped in that quarter. As a result, any shortfall in product sales during a quarter would negatively affect our results of operations and financial condition during that quarter. In addition, our sales may be adversely impacted by pricing pressure from competitors. Our ability to increase our revenues and profitability will depend, in part, on our ability to increase the sales volumes of our products, to increase the sales performance of our independent distributors, and to successfully compete with our competitors.
Abbott controls the marketing and sale of our primary medical products into most of the U.S. medical market and, accordingly, we are dependent upon the efforts and priorities of Abbott in promoting and creating a demand for such products in this market. Should these efforts be unsuccessful, our business, financial condition and results of operations may be adversely affected. For example, during fiscal 2014, we were adversely impacted by the timing of purchases of our medical products sold to Abbott as it integrated our products into its sales process and sold its inventory, and in the third and fourth quarters of fiscal 2017, we were similarly negatively impacted by a reduction of orders from Abbott as a result of excess instrument inventory.
In the United States veterinary market, we rely on our national and independent regional distributors. We are also dependent upon the efforts and priorities of these distributors in promoting and creating a demand for our products and do not have full control over the marketing and sale of our products into these markets. Should these efforts be unsuccessful, or should we fail to maintain or effectively manage these relationships, our business, financial condition and results of operations are likely to be adversely affected. For example, during fiscal 2014, our strategy of increasing demand for our veterinary products through the expansion of our distribution partners, did not lead to the increased demand for our products in the veterinary clinics that we had anticipated resulting in excess channel inventory. The excess channel inventory was the result of our distributors not selling our products to end customers at the same rate as they were purchasing products from us. In response, we took additional steps to more closely monitor and manage channel inventory in an effort to normalize the veterinary product inventories at our distribution partners in the United States. In the third quarter of fiscal 2015, we began selling through our distributors, Henry Schein Animal Health (a division of Henry Schein, Inc.) and Patterson Companies, Inc., and our revenues in future quarters may be impacted by the timing of purchases of our products sold by them as these distributors integrate our products into their sales process. We will continue to closely monitor and manage channel inventory at our distribution partners in the United States.
During fiscal 2017, in the North America veterinary market, we experienced a decrease in the unit sales of veterinary reagent discs sold, primarily attributable to a relatively flat installed base of customers of chemistry analyzers and fluctuation in distribution inventory, as compared to the same period in fiscal 2016. As a result, this reduced our revenue growth and contributed to lower gross profit margins in the veterinary market. Looking forward, as we believe competition in the veterinary market will remain intense, we have implemented and intend to continue implementing new strategies to improve customer retention and monitor our installed base of customers and distribution inventory more closely. Additionally, we plan to continue to introduce new products that are designed to enhance our veterinary product portfolio. For example, in September 2016, we completed the development of our connectivity product, the VetScan FUSE, a bi-directional connectivity system that provides integration between our point-of-care analyzers and the veterinary practice management systems worldwide. The VetScan FUSE has been launched and installed in approximately a hundred veterinary practices worldwide. We plan to update the VetScan FUSE further in the third quarter of fiscal 2018 with functionality that will allow the VetScan FUSE to be installed with the majority of new Abaxis veterinary instrument placements, and we anticipate adding more capabilities to the FUSE in the fourth quarter of fiscal 2018. In June 2017, we launched our VetScan Canine Pancreatic Lipase Rapid Test into the veterinary market and, in September 2017, we launched VetScan UA, a hand held point-of-care urine chemistry analyzer into the veterinary market. We also expect to launch a new point-of-care urine sediment analyzer into the veterinary market in our fourth quarter of fiscal 2018. See “Total Revenues – Continuing Operations within the Results of Operations” section below, for a further discussion regarding the change in total revenues in North America.
CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS
Our condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States and pursuant to the rules and regulations of the Securities and Exchange Commission. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. On an on-going basis, we evaluate our estimates and the sensitivity of these estimates to deviations in the assumptions used in making them. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. However, there can be no assurance that our actual results will not differ from these estimates.
We have identified the policies below as critical because they are not only important to understanding our financial condition and results of operations, but also because application and interpretation of these policies requires both judgment and estimates of matters that are inherently uncertain and unknown. Accordingly, actual results may differ materially from our estimates. The impact and any associated risks related to these policies on our business operations are discussed below. A more detailed discussion on the application of these and other accounting policies are included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017.
Revenue Recognition.
Our primary customers are distributors and direct customers in both the medical and veterinary markets. Revenues from product sales, net of estimated sales allowances, discounts and rebates, are recognized when (i) evidence of an arrangement exists, (ii) upon shipment of the products, (iii) the sales price is fixed or determinable and (iv) collection of the resulting receivable is reasonably assured. Rights of return are not provided.
Amounts collected in advance of revenue recognition are recorded as a current or non-current deferred revenue liability based on the time from the balance sheet date to the future date of revenue recognition. We recognize revenue associated with extended maintenance agreements ratably over the life of the contract.
Multiple Element Revenue Arrangements
.
Our sales arrangements may contain multiple element revenue arrangements in which a customer may purchase a combination of instruments, consumables or extended maintenance agreements. Additionally, we provide incentives in the form of free goods or extended maintenance agreements to customers in connection with the sale of our instruments. We participate in selling arrangements in the veterinary market that include multiple deliverables, such as instruments and consumables. Judgments as to the allocation of consideration from an arrangement to the multiple elements of the arrangement, and the appropriate timing of revenue recognition are critical with respect to these arrangements.
A multiple element arrangement includes the sale of one or more tangible product offerings with one or more associated services offerings, each of which are individually considered separate units of accounting. We allocate revenues to each element in a multiple element arrangement based upon the relative selling price of each deliverable. When applying the relative selling price method, we determine the selling price for each deliverable using vendor-specific objective evidence, or “VSOE,” of selling price, if it exists, or third-party evidence, “TPE,” of selling price. If neither VSOE nor TPE of selling price exist for a deliverable, we use our best estimate of selling price for that deliverable. Revenue allocated to each element is then recognized when all revenue recognition criteria are met for each element.
Revenues from our multiple element arrangements are allocated separately to the instruments, consumables, extended maintenance agreements and incentives based on the relative selling price method. Amounts allocated to each element are based on its objectively determined fair value, such as the sales price for the product when it is sold separately. Revenues allocated to each element are then recognized when the basic revenue recognition criteria, as described above, are met for each element. Revenues associated with incentives in the form of free goods are deferred until the goods are shipped to the customer. Revenues associated with incentives in the form of extended maintenance agreements are deferred and recognized ratably over the life of the extended maintenance contract, generally one year.
Customer Programs
. From time to time, we offer customer marketing and incentive programs. Our most significant customer programs are described as follows:
Instrument Trade-In Programs
. We periodically offer trade-in programs to customers for trading in an existing instrument to purchase a new instrument and we will either provide incentives in the form of free goods or reduce the sales price of the instrument. These incentives in the form of free goods are recorded based on the relative selling price method according to the policies described above.
Instrument Rental Programs
. We periodically offer programs to customers whereby certain instruments are made available to customers for rent or on an evaluation basis. These programs typically require customers to purchase a minimum quantity of consumables during a specified period for which we recognize revenue on the related consumables according to the policies described above. Depending on the program offered, customers may purchase the instrument during the rental or evaluation period. Proceeds from such sale are recorded as revenue according to the policies described above. Rental income, if any, is also recorded as revenue according to the policies described above.
Lease Programs
.
Starting in fiscal 2016, we entered into sales contracts as the lessor of instruments under sales-type lease agreements with our customers. In the veterinary market, we may offer arrangements to end users for monthly payments of instruments and consumables purchases over a term of six years. Revenues related to multiple-element arrangements are allocated to lease and non-lease elements based on their relative selling prices as prescribed by our revenue recognition policies described above. Lease elements generally include one or multiple veterinary instruments, while non-lease elements generally include the consumables related to the leased instrument.
We estimate the fair value of our leased products for the purposes of lease classification. In accordance with Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 840, “Leases”, or ASC 840, we define the fair value of a leased product at lease inception as its normal selling price, reflecting any volume or discounts that may apply. We estimate the fair value of our leased products based upon transacted cash sales prices. Estimating the fair value of our leased products can be subjective and thus subject to significant judgment.
The present value of lease receivables, including accrued interest, was $10.9 million and $9.1 million, as of September 30, 2017 and March 31, 2017, respectively. Our current and non-current lease receivables are recorded within “Receivables” and “Other assets,” respectively, on our condensed consolidated balance sheets. Revenues from sales-type lease arrangements is recognized upon shipment of the products to the customer, assuming all other revenue recognition criteria have been met. Revenues from sales-type leases are presented as product revenue. Interest income is recognized monthly over the lease term using the effective-interest method.
Sales Incentive Programs
. We periodically offer customer sales incentive programs and we record reductions to revenue related to these programs. Incentives may be provided in the form of rebates to distributors for volume-based purchases or upon meeting other specified requirements, end-user rebates and discounts. A summary of our revenue reductions is described below. Other rebate programs offered to distributors or customers vary from period to period in the medical and veterinary markets and were not significant.
·
|
Volume-based Incentives
. Volume-based incentives, in the form of rebates, are offered from time to time to distributors and group purchasing organizations upon meeting the sales volume requirements during a qualifying period and are recorded as a reduction to gross revenues during a qualifying period. The pricing rebate program is primarily offered to distributors and group purchasing organizations in the North America veterinary market, upon meeting the sales volume requirements of veterinary products during the qualifying period. Factors used in the rebate calculations include the identification of products sold subject to a rebate during the qualifying period and which rebate percentage applies. Based on these factors and using historical trends, adjusted for current changes, we estimate the amount of the rebate and record the rebate as a deduction to gross revenues when we record the sale of the product. The rebate is recorded as a reserve to offset accounts receivable as settlements are made through offsets to outstanding customer invoices. Settlement of the rebate accruals from the date of sale ranges from one to nine months after sale. Changes in the rebate accrual at the end of each period are based upon distributors and group purchasing organizations meeting the purchase requirements during the quarter.
|
·
|
Distributor Rebate Incentives.
From time to time, we offer a customer sales incentive program, whereby distributors are offered a rebate upon meeting certain requirements. We recognize the rebate obligation as a reduction of revenue at the later of the date on which we sell the product or the date the program is offered. These customer sales incentive programs require management to estimate the rebate amounts to distributors who will qualify for the incentive during the promotional period. We record the estimated liability in other current accrued liabilities on our condensed consolidated balance sheets. Management’s estimates are based on historical experience and the specific terms and conditions of the incentive programs.
|
·
|
End-User Rebates and Discounts
. From time to time, cash rebates are offered to end-users who purchase certain products or instruments during a promotional period and are recorded as a reduction to gross revenues. Additionally, we periodically offer sales incentives to end-users, in the form of sales discounts, to purchase consumables for a specified promotional period, typically over five years from the sale of our instrument, and we reimburse resellers for the value of the sales discount provided to the end-user. We estimate the amount of the incentive earned by end-users during a quarter and record a liability to the reseller as a reduction to gross revenues. Factors used in the liability calculation of incentives earned by end-users include the identification of qualified end-users under the sales program during the period and using historical trends. Settlement of the liability to the reseller ranges from one to twelve months from the date an end-user earns the incentive.
|
Royalty Revenues
.
Our royalty revenue depends on the licensees’ use of our technology, and therefore, may vary from period to period and impact our revenues during a quarter. For the three and six months ended September 30, 2017 and 2016, our royalty revenues have not been significant.
Allowance for Doubtful Accounts
. We recognize revenue when collection from the customer is reasonably assured. We maintain an allowance for doubtful accounts based on our assessment of the collectibility of the amounts owed to us by our customers. We regularly review the allowance and consider the following factors in determining the level of allowance required: the customer’s payment history, the age of the receivable balance, the credit quality of our customers, the general financial condition of our customer base and other factors that may affect the customers’ ability to pay. An additional allowance is recorded based on certain percentages of our aged receivables, using historical experience to estimate the potential uncollectible. Account balances are charged off against the allowance when we believe it is probable the receivable will not be recovered. If our actual collections experience changes, revisions to our allowances may be required, which could adversely affect our operating income.
In the event we determine that a lease receivable may not be paid, we include in our allowance an amount for the outstanding balance related to the lease receivable. We regularly review the adequacy of the allowances for outstanding lease receivables either on an individual or a collective basis. When evaluating the lease receivables, we consider historical experience, credit quality and age of receivable balances, and economic conditions that may affect a customer’s ability to pay. Our ongoing consideration of all these factors could result in an increase in our allowance for loss on lease receivables in the future, which could adversely affect our operating results. Lease receivables are charged off at the point when they are considered uncollectible.
Fair Value Measurements.
We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined 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. When determining fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. As of September 30, 2017, our investments in cash equivalents, which we classified as available-for-sale, totaled $0.5 million, using Level 1 inputs because these investments are traded in an active market. The valuations are based on quoted prices of the underlying security that are readily and regularly available in an active market, and accordingly, a significant degree of judgment is not required.
Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment because the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. As of September 30, 2017, our available-for-sale investments in commercial paper, corporate bonds and municipal bonds, totaled $51.2 million, using Level 2 inputs, based on market pricing and other observable market inputs for similar securities obtained from various third party data providers.
Level 3: Unobservable inputs that are supported by little or no market data and require the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. As of September 30, 2017, we did not have any Level 3 financial assets or liabilities measured at fair value on a recurring basis.
Fair value is a market-based measure considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our own assumptions are developed to reflect those that market participants would use in pricing the asset or liability at the measurement date. As of September 30, 2017, we also had $67.7 million in investments classified as held-to-maturity and carried at amortized cost.
Investment in Unconsolidated Affiliates.
We use the equity method to account for our investments in entities that we do not control, but have the ability to exercise significant influence over the investee. Equity method investments are recorded at original cost and adjusted periodically to recognize (1) our proportionate share of the investees’ net income or losses after the date of investment, (2) additional contributions made and dividends or distributions received and (3) impairment losses resulting from adjustments to net realizable value. We eliminate all intercompany transactions in accounting for our equity method investments. We record our proportionate share of the investees’ net income or losses in “Interest and other income (expense), net” on our condensed consolidated statements of income.
We assess the potential impairment of our equity method investments when indicators such as a history of operating losses, a negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. The carrying value of our investments are reviewed quarterly for changes in circumstances or the occurrence of events that suggest our investment may not be recoverable. During the three and six months ended September 30, 2017 and 2016, we did not record an impairment charge on our investments. As of September 30, 2017 and March 31, 2017, our investments in unconsolidated affiliates totaled $2.8 million and $2.9 million, respectively.
In January 2017, we early adopted ASU No. 2016-07, “Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting,” or ASU 2016-07, which eliminates the requirement that an investor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for use of the equity method.
Warranty Reserves.
We provide for the estimated future costs to be incurred under our standard warranty obligation on our instruments. Our standard warranty obligation on instruments ranges from one to five years, depending on the specific product. The estimated contractual warranty obligation is recorded when the related revenue is recognized and any additional amount is recorded when such cost is probable and can be reasonably estimated. Cost of revenues reflects estimated warranty expense for instruments sold in the current period and any adjustments in estimated warranty expense for the installed base under our standard warranty obligation based on our quarterly evaluation of service experience. While we engage in product quality programs and processes, including monitoring and evaluating the quality of our suppliers, our estimated accrual for warranty exposure is based on our historical experience as to product failures, estimated product failure rates, estimated repair costs, material usage and freight incurred in repairing the instrument after failure and known design changes under the warranty plan.
We also provide for the estimated future costs to be incurred under our standard warranty obligation on our reagent discs. A provision for defective reagent discs is recorded and classified as a current liability when the related sale is recognized and any additional amount is recorded when such cost is probable and can be reasonably estimated, at which time they are included in cost of revenues. The warranty cost includes the replacement costs and freight of a defective reagent disc.
As of September 30, 2017, our current portion of warranty reserves for instruments and reagent discs totaled $1.9 million and our non‑current portion of warranty reserves for instruments totaled $2.8 million, which reflects our estimate of warranty obligations based on the estimated product failure rates, the number of instruments in standard warranty, estimated repair and related costs of instruments, and an estimate of defective reagent discs and replacement and related costs of a defective reagent disc. The change in total accrued warranty reserve from March 31, 2017 to September 30, 2017 was due to an increase in the number of instruments in standard warranty and repair and related costs of instruments.
Management periodically evaluates the sufficiency of the warranty provisions and makes adjustments when necessary. If an unusual performance rate related to warranty claims is noted, an additional warranty accrual may be assessed and recorded when a failure event is probable and the cost can be reasonably estimated. We review the historical warranty cost trends and analyze the adequacy of the ending accrual balance of warranty reserves each quarter. The determination of warranty reserves requires us to make estimates of the estimated product failure rate, expected costs to repair or replace the instruments and to replace defective reagent discs under warranty. If actual repair or replacement costs of instruments or replacement costs of reagent discs differ significantly from our estimates, adjustments to cost of revenues may be required. Additionally, if factors change and we revise our assumptions on the product failure rate of instruments or reagent discs, then our warranty reserves and cost of revenues could be materially impacted in the quarter of such revision, as well as in following quarters.
Inventories.
We state inventories at the lower of cost or net realizable value, cost being determined using standard costs which approximate actual costs using the first-in, first-out method. Inventories include material, labor and manufacturing overhead. We establish provisions for excess, obsolete and unusable inventories after evaluation of future demand of our products and market conditions. If future demand or actual market conditions are less favorable than those estimated by management or if a significant amount of the material were to become unusable, additional inventory write-downs may be required, which would have a negative effect on our operating income.
Property and Equipment.
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization expense is calculated using the straight-line method using the estimated useful lives of the assets. Construction in progress primarily consists of purchased material and internal payroll and related costs used in the development of production lines. Property and equipment includes instruments transferred from inventory and held for loan or evaluation or demonstration purposes to customers. Units held for loan, evaluation or demonstration purposes are carried at cost and depreciated over their estimated useful lives of three to five years. Depreciation expense related to these instruments is recorded in cost of revenues or in the respective operating expense line based on the function and purpose for which it is being used. Proceeds from the sale of evaluation units are recorded as revenue. During the three and six months ended September 30, 2017 and 2016, purchases of capital equipment primarily related to increasing our manufacturing capacity and to supporting our growth and transfers of equipment from inventory to property and equipment, primarily attributable to our instrument rental program. Transfers of equipment between inventory to property and equipment, net, during the three months ended September 30, 2017 and 2016 were $0.4 million and $1.9 million, respectively, and during the six months ended September 30, 2017 and 2016 were $0.7 million and $3.4 million, respectively.
Intangible Assets.
Intangible assets as of September 30, 2017 and March 31, 2017, which consists of customer relationships acquired in our fiscal 2015 acquisition of QCR, are presented at cost, net of accumulated amortization. The intangible assets are amortized using the straight-line method over their estimated useful lives of 10 years, which approximates the economic benefit. If our underlying assumptions regarding the estimated useful life of an intangible asset change, then the amortization period, amortization expense and the carrying value for such asset would be adjusted accordingly. During the three and six months ended September 30, 2017 and 2016, our changes in estimated useful life of intangible assets were not significant.
Valuation of Long-Lived Assets.
We evaluate the carrying value of our long-lived assets, such as property and equipment and amortized intangible assets, whenever events or changes in business circumstances or our planned use of long-lived assets indicate that the carrying amount of an asset may not be fully recoverable or their useful lives are no longer appropriate. We look to current and future profitability, as well as current and future undiscounted cash flows, excluding financing costs, as primary indicators of recoverability. An impairment loss would be recognized when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposal is less than the carrying amount. If impairment is determined to exist, any related impairment loss is calculated based on fair value and long-lived assets are written down to their respective fair values. During the three and six months ended September 30, 2017 and 2016, we did not recognize any impairment charges on long-lived assets.
Income Taxes.
We account for income taxes using the liability method under which deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be recovered.
We recognize and measure benefits for uncertain tax positions using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of evidence indicates that it is more likely than not that the tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. For tax positions that are more likely than not to be sustained upon audit, the second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon settlement. Significant judgment is required to evaluate uncertain tax positions.
We are subject to income taxes in the United States and various foreign jurisdictions. Accordingly, we are subject to a variety of examinations by taxing authorities in these locations. As of September 30, 2017 and March 31, 2017, we had no significant uncertain tax positions. Our policy is to include interest and penalties related to gross unrecognized tax benefits within our provision for income taxes. During the three and six months ended September 30, 2017 and 2016, we did not recognize any interest or penalties related to uncertain tax positions in the condensed consolidated statements of income, and as of September 30, 2017 and March 31, 2017, we had no accrued interest or penalties. In the third quarter of fiscal 2017, the state of California commenced an examination of our tax returns for fiscal years 2014 and 2015, which was completed in the second quarter of fiscal 2018 and there have not been any proposed assessments as a result of this examination. Our foreign subsidiary income tax returns for fiscal 2013 through 2015 is subject to examination by German tax authorities. The tax audit commenced in the third quarter of fiscal 2018. As of September 30, 2017, there had been no proposed assessments by such authorities and we are unable to estimate the range of possible outcomes at this time.
Share-Based Compensation Expense.
We account for share-based compensation arrangements using the fair value method. We recognize share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award to employees and directors. As required by fair value provisions of share-based compensation, employee share-based compensation expense recognized is calculated over the requisite service period of the awards and reduced for estimated forfeitures. The forfeiture rate is estimated based on historical data of our share-based compensation awards that are granted and cancelled prior to vesting and upon historical experience of employee turnover. Changes in estimated forfeiture rates and differences between estimated forfeiture rates and actual experience may result in significant, unanticipated increases or decreases in share-based compensation expense from period to period. To the extent we revise our estimate of the forfeiture rate in the future, our share-based compensation expense could be materially impacted in the quarter of revision, as well as in following quarters.
Restricted Stock Unit Awards (Time Vesting)
The fair value of restricted stock unit awards with only time-based vesting terms, which we refer to as RSUs, used in our expense recognition method is measured based on the number of shares granted and the closing market price of our common stock on the date of grant. Share-based compensation expense is recognized net of an estimated forfeiture rate, over the requisite service period of the RSU. The forfeiture estimate is based on historical data and other factors, and compensation expense is adjusted for actual results. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future.
Restricted Stock Unit Awards (Performance Vesting)
We grant restricted stock unit awards subject to performance vesting criteria, which we refer to as PSUs, to our executive officers and to certain of our other employees. PSUs consist of the right to receive shares of common stock, subject to achievement of time-based criteria and certain corporate performance-related goals over a specified period, as established by the Compensation Committee of our Board of Directors (the “Compensation Committee”). We recognize any related share-based compensation expense ratably over the service period based on the most probable outcome of the performance condition. The fair value of PSUs used in our expense recognition method is measured based on the number of shares granted, the closing market price of our common stock on the date of grant and an estimate of the probability of the achievement of the performance goals. The amount of share-based compensation expense recognized in any one period can vary based on the attainment or expected attainment of the performance goals. If such performance goals are not ultimately met, no compensation expense is recognized and any previously recognized compensation expense is reversed.
Fiscal 2017 Performance RSUs
. In April 2016, the Compensation Committee approved the grant of PSUs for 152,000 shares of common stock to our executive officers and to certain of our other employees (the “FY2017 PSUs”). These FY2017 PSUs, as originally granted to our executive officers and other employees other than our Chief Executive Officer, vested only if both of the following criteria are satisfied: (1) our consolidated income from operations during the fiscal year 2017, as certified by the Compensation Committee, was in excess of the applicable target amount described below; and (2) the recipient remains in the continuous service of the Company until the applicable vesting date set forth as follows:
•
|
25% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations target described above and continuous service until the third anniversary of the date of grant;
|
•
|
25% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations target described above and continuous service until the fourth anniversary of the date of grant;
|
•
|
25% of the shares subject to an award vest in full upon achieving 100% of the consolidated income from operations target described above and continuous service until the third anniversary of the date of grant; and
|
•
|
25% of the shares subject to an award vest in full upon achieving 100% of the consolidated income from operations target described above and continuous service until the fourth anniversary of the date of grant.
|
The FY2017 PSUs as originally granted to our Chief Executive Officer, Mr. Clinton Severson, vest as follows:
•
|
approximately 18% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations target described above and continuous service until the third anniversary of the date of grant;
|
•
|
approximately 18% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations target described above and continuous service until the fourth anniversary of the date of grant;
|
•
|
approximately 32% of the shares subject to an award vest in full upon achieving 100% of the consolidated income from operations target described above and continuous service until the third anniversary of the date of grant; and
|
•
|
approximately 32% of the shares subject to an award vest in full upon achieving 100% of the consolidated income from operations target described above and continuous service until the fourth anniversary of the date of grant.
|
Of the aggregate shares of common stock issuable upon settlement of the FY2017 PSUs, 84,000 and 68,000 shares of common stock, respectively, were granted with performance conditions subject to vesting in full upon achieving 100% and 90%, respectively, of the financial targets described above. The aggregate estimated grant date fair value of the FY2017 PSUs was $6.8
million based on the closing market price of our common stock on the date of grant. On January 25, 2017, the Compensation Committee approved an amendment to our FY2017 PSUs so the performance vesting condition refers to the Company’s consolidated income from continuing operations before income tax provision, rather than consolidated income from operations. The service vesting condition and all other terms and conditions of our FY2017 PSUs were not changed.
On December 31, 2016, we reviewed each of the underlying performance targets related to the outstanding FY2017 PSUs and determined that it was not probable that the performance targets of the FY2017 PSUs would be met for the 84,000 shares of common stock. Consequently, upon our determination of non-achievement of the performance condition, with respect to achievement of 100% of the financial target in fiscal 2017, we reversed the cumulative share-based compensation expense related to the original awards in the third quarter of fiscal 2017, resulting in no share-based compensation expense recorded for these awards through December 31, 2016. Additional share-based compensation of $0.6 million would have been recorded during the nine months ended December 31, 2016 had the achievement of performance targets been deemed probable for the 84,000 shares of common stock.
On January 25, 2017, we evaluated the modification of the performance conditions for the FY2017 PSUs and determined that the performance conditions for the 84,000 shares of common stock was a Type III modification or “Improbable to Probable” pursuant to ASC 718 as the awards, on the date of modification, were no longer probable of being achieved in fiscal 2017. Because the 84,000 shares of common stock of the FY2017 PSUs granted were improbable of vesting prior to the modification of the performance conditions, the original grant date fair value is no longer used to measure compensation cost for the awards. In accordance with ASC 718, the fair value of the 84,000 shares of common stock of the modified FY2017 PSUs was re-measured with a measurement date of January 25, 2017, and an aggregate grant date fair value of $4.0 million. As we determined that the performance conditions of the modified award would be met for the 84,000 shares of common stock as of March 31, 2017, we recorded share-based compensation expense during fiscal 2017, ratably, beginning on January 25, 2017 over the vesting terms of the modified FY2017 PSUs.
For the remaining 68,000 shares of common stock issuable upon settlement of the FY2017 PSUs, we evaluated the modification of the performance conditions for the FY2017 PSUs and determined it was a Type I modification or “Probable to Probable” pursuant to ASC 718. Accordingly, we record share-based compensation expense, ratably, beginning on the original grant date over the vesting terms of the PSUs, as we determined that the performance targets approved by the Compensation Committee in April 2016 would be met.
Fiscal 2018 Performance RSUs
. In April 2017, the Compensation Committee approved the grant of PSUs for 137,000 shares of common stock to our executive officers and to certain of our other employees that contained the foregoing time-based and performance-based vesting terms (the “FY2018 PSUs”).
•
|
50% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations before income tax provision target described above and continuous service until the third anniversary of the date of grant; and
|
•
|
50% of the shares subject to an award vest in full upon achieving 90% of the consolidated income from operations before income tax provision target described above and continuous service until the fourth anniversary of the date of grant.
|
We recognize any related share-based compensation expense ratably over the service period based on the most probable outcome of the performance condition. The fair value of PSUs used in our expense recognition method is measured based on the number of shares granted, the closing market price of our common stock on the date of grant and an estimate of the probability of the achievement of the performance goals. The amount of share-based compensation expense recognized in any one period can vary based on the attainment or expected attainment of the performance goals. If such performance goals are not ultimately met, no compensation expense is recognized and any previously recognized compensation expense is reversed. The share-based compensation expense is reduced for an estimate of the PSUs that are expected to be forfeited. The forfeiture estimate is based on historical data and other factors, and compensation expense is adjusted for actual results. If the service vesting conditions are not met, unvested PSUs will be forfeited. Upon vesting on the third and fourth anniversary date of grant of the PSUs, the equivalent number of common shares are typically issued net of tax withholdings.
For the PSUs granted in fiscal 2015, 2016 and 2017, we determined that the performance targets (including as adjusted to reflect the modified performance conditions for the FY2017 PSUs discussed above) were met in each respective fiscal year of grant and we recorded share-based compensation expense ratably over the vesting terms of the PSUs during the three and six months ended September 30, 2017. For the FY2018 PSUs, we determined that it was probable that the performance targets would be met and accordingly, we recorded share-based compensation expense ratably over the vesting terms of the FY2018 PSUs during the three and six months ended September 30, 2017. We will assess the probability of the performance targets at the end of each quarter.
The share-based compensation expense is reduced for an estimate of the PSUs that are expected to be forfeited. The forfeiture estimate is based on historical data and other factors, and compensation expense is adjusted for actual results. If the service vesting conditions are not met, unvested PSUs will be forfeited. Upon vesting on the third and fourth anniversary date of grant of the PSUs, the equivalent number of common shares are typically issued net of tax withholdings.
Results of Operations
Total Revenues – Continuing Operations
Revenues by Product Category
.
The following table and discussion presents our revenues from continuing operations by product category and represents our results for the three and six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
|
Revenues by Product Category
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
Instruments (1)
|
|
$
|
9,164
|
|
|
$
|
9,823
|
|
|
$
|
(659
|
)
|
|
|
(7
|
)%
|
|
$
|
17,927
|
|
|
$
|
19,922
|
|
|
$
|
(1,995
|
)
|
|
|
(10
|
)%
|
Percentage of total revenues
|
|
|
16
|
%
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
|
|
15
|
%
|
|
|
17
|
%
|
|
|
|
|
|
|
|
|
Consumables (2)
|
|
|
46,369
|
|
|
|
45,512
|
|
|
|
857
|
|
|
|
2
|
%
|
|
|
92,409
|
|
|
|
90,201
|
|
|
|
2,208
|
|
|
|
2
|
%
|
Percentage of total revenues
|
|
|
79
|
%
|
|
|
78
|
%
|
|
|
|
|
|
|
|
|
|
|
79
|
%
|
|
|
78
|
%
|
|
|
|
|
|
|
|
|
Other products (3)
|
|
|
3,321
|
|
|
|
3,217
|
|
|
|
104
|
|
|
|
3
|
%
|
|
|
6,776
|
|
|
|
6,125
|
|
|
|
651
|
|
|
|
11
|
%
|
Percentage of total revenues
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
6
|
%
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
58,854
|
|
|
$
|
58,552
|
|
|
$
|
302
|
|
|
|
1
|
%
|
|
$
|
117,112
|
|
|
$
|
116,248
|
|
|
$
|
864
|
|
|
|
1
|
%
|
(1)
|
Instruments include chemistry analyzers, hematology instruments, VS
pro
specialty analyzers, i-STAT analyzers and urinalysis instruments.
|
(2)
|
Consumables include reagent discs, hematology reagent kits, VS
pro
specialty cartridges, i-STAT cartridges, urinalysis tests and rapid tests.
|
Revenues by Geographic Region
.
The following table and discussion presents our revenues from continuing operations by geographic region and represents our results for the three and six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
|
Revenues by Geographic Region
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
North America
|
|
$
|
46,920
|
|
|
$
|
47,017
|
|
|
$
|
(97
|
)
|
|
<(1)%
|
|
|
$
|
93,889
|
|
|
$
|
93,790
|
|
|
$
|
99
|
|
|
<1%
|
|
Percentage of total revenues
|
|
|
80
|
%
|
|
|
80
|
%
|
|
|
|
|
|
|
|
|
|
80
|
%
|
|
|
81
|
%
|
|
|
|
|
|
|
|
Europe
|
|
|
8,338
|
|
|
|
8,033
|
|
|
|
305
|
|
|
|
4
|
%
|
|
|
16,643
|
|
|
|
16,391
|
|
|
|
252
|
|
|
|
2
|
%
|
Percentage of total revenues
|
|
|
14
|
%
|
|
|
14
|
%
|
|
|
|
|
|
|
|
|
|
|
14
|
%
|
|
|
14
|
%
|
|
|
|
|
|
|
|
|
Asia Pacific and rest of the world
|
|
|
3,596
|
|
|
|
3,502
|
|
|
|
94
|
|
|
|
3
|
%
|
|
|
6,580
|
|
|
|
6,067
|
|
|
|
513
|
|
|
|
8
|
%
|
Percentage of total revenues
|
|
|
6
|
%
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
6
|
%
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$
|
58,854
|
|
|
$
|
58,552
|
|
|
$
|
302
|
|
|
|
1
|
%
|
|
$
|
117,112
|
|
|
$
|
116,248
|
|
|
$
|
864
|
|
|
|
1
|
%
|
Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016
North America
. During the three months ended September 30, 2017, total revenues in North America decreased by less than 1%, or $0.1 million, as compared to the same period in fiscal 2017. Total revenues in North America were impacted by the following changes:
•
|
Total sales of our Piccolo chemistry analyzers and medical reagent discs in North America decreased by less than 1%, or $31,000, primarily attributable to a decrease in sales of medical reagent discs to Abbott, partially offset by an increase in Piccolo chemistry analyzers sold to Abbott during the quarter.
|
•
|
Total sales of our VetScan chemistry analyzers and veterinary reagent discs in North America decreased by 6%, or $1.3 million, primarily attributable to a decrease in the unit sales of VetScan chemistry analyzers resulting from fewer sales-type lease agreements to new and existing customers compared to higher sales in the prior period due to marketing promotions offered to existing customers during that period.
|
•
|
Total sales of our VetScan hematology instruments and hematology reagent kits in North America increased by 4%, or $0.3 million, primarily attributable to (a) an increase in the unit sales of VetScan hematology instruments to various distributors and (b) an increase in the unit sales of hematology reagent kits resulting from an expanded installed base of VetScan hematology instruments and due to our supply agreement with Banfield Pet Hospitals.
|
•
|
Total sales of our VetScan VS
pro
specialty analyzers and related consumables, VetScan i-STAT analyzers and related consumables, urinalysis instruments and related consumables and VetScan rapid tests in North America increased by 9%, or $0.8 million, primarily attributable to (a) an increase in revenues from VetScan rapid tests due to an increase in the unit sales of our VetScan Canine Pancreatic Lipase Rapid Test (launched in the first quarter of fiscal 2018), VetScan Canine Parvovirus Rapid Test and VetScan Feline FeLV/FIV Rapid Test and (b) an increase in the unit sales of i-STAT analyzers and i-STAT consumables sold to various distributors.
|
•
|
Revenues from other products in North America increased by 6%, or $0.1 million, primarily attributable to an increase in products sold using our patented Orbos Discrete Lyophilization Process.
|
Europe
. During the three months ended September 30, 2017, total revenues in Europe increased by 4%, or $0.3 million, as compared to the same period in fiscal 2017, primarily attributable to (a) an increase in revenues from VetScan hematology instruments sold to customers in the United Kingdom and a distributor in Europe, (b) an increase in revenues from hematology reagent kits sold due to an expanded installed base of VetScan hematology instruments and (c) the impact of a higher exchange rate between the Euro and U.S. dollar, as compared to the same period last year.
Asia Pacific and rest of the world
. During the three months ended September 30, 2017, total revenues in Asia Pacific and rest of the world increased by 3%, or $0.1 million, as compared to the same period in fiscal 2017, primarily attributable to an increase in VetScan hematology instruments and veterinary reagent discs sold to various distributors in Asia Pacific, partially offset by a decrease in Piccolo chemistry analyzers and VetScan chemistry analyzers sold to various distributors in Asia Pacific and rest of the world.
Significant concentrations
. During the three months ended September 30, 2017, four distributors, MWI Veterinary Supply, Inc., Henry Schein, Inc., Patterson Companies, Inc. and Abbott Point of Care, Inc. accounted for 22%, 14%, 11% and 11%, respectively, of our total worldwide revenues.
Six Months Ended September 30, 2017 Compared to Six Months Ended September 30, 2016
North America
. During the six months ended September 30, 2017, total revenues in North America increased by less than 1%, or $0.1 million, as compared to the same period in fiscal 2017. Total revenues in North America were impacted by the following changes:
•
|
Total sales of our Piccolo chemistry analyzers and medical reagent discs in North America decreased by 4%, or $0.5 million, primarily attributable to a decrease in sales of medical reagent discs to Abbott, due to a reduction of inventory during the first quarter of fiscal 2018, partially offset by an increase in Piccolo chemistry analyzers sold to Abbott.
|
•
|
Total sales of our VetScan chemistry analyzers and veterinary reagent discs in North America decreased by 5%, or $2.1 million, primarily attributable to a decrease in the unit sales of VetScan chemistry analyzers resulting from fewer sales-type lease agreements to new and existing customers compared to higher sales in the prior period due to marketing promotions offered to existing customers during that period, partially offset by an increase in the unit sales of veterinary reagent discs sold due to higher average utilization per customer.
|
•
|
Total sales of our VetScan hematology instruments and hematology reagent kits in North America increased by 7%, or $1.0 million, primarily attributable to (a) an increase in the unit sales of VetScan hematology instruments to various distributors and (b) an increase in the unit sales of hematology reagent kits resulting from an expanded installed base of VetScan hematology instruments and due to our supply agreement with Banfield Pet Hospitals.
|
•
|
Total sales of our VetScan VS
pro
specialty analyzers and related consumables, VetScan i-STAT analyzers and related consumables, urinalysis instruments and related consumables and VetScan rapid tests in North America increased by 5%, or $0.9 million, primarily attributable to an increase in revenues from VetScan rapid tests due to an increase in the unit sales of our VetScan Canine Pancreatic Lipase Rapid Test (launched in the first quarter of fiscal 2018), VetScan Canine Parvovirus Rapid Test and VetScan Feline FeLV/FIV Rapid Test.
|
•
|
Revenues from other products in North America increased by 18%, or $0.8 million, primarily attributable to an increase in other veterinary products sold and an increase in products sold using our patented Orbos Discrete Lyophilization Process.
|
.
Europe
. During the six months ended September 30, 2017, total revenues in Europe increased by 2%, or $0.3 million, as compared to the same period in fiscal 2017, primarily attributable to an increase in revenues from Piccolo chemistry analyzers and medical reagent discs sold to various distributors, an increase in revenues from hematology reagent kits sold due to an expanded installed base of VetScan hematology instruments, partially offset by a decrease in revenues from veterinary instruments sold to various distributors.
Asia Pacific and rest of the world
. During the six months ended September 30, 2017, total revenues in Asia Pacific and rest of the world increased by 8%, or $0.5 million, as compared to the same period in fiscal 2017, primarily attributable to an increase in VetScan hematology instruments, veterinary reagent discs and hematology reagent kits sold to various distributors, partially offset by a decrease in VetScan chemistry analyzers sold to various distributors.
Significant concentrations
. During the six months ended September 30, 2017, four distributors, MWI Veterinary Supply, Inc., Henry Schein, Inc., Patterson Companies, Inc. and Abbott Point of Care, Inc., accounted for 22%, 15%, 11% and 10%, respectively, of our total worldwide revenues.
Segment Results – Continuing Operations
Total Revenues, Cost of Revenues and Gross Profit by Segment
.
We identify our reportable segments as those customer groups that represent more than 10% of our combined revenues or gross profit or loss of all reported operating segments. We manage our business on the basis of the following two reportable segments: (i) the medical market and (ii) the veterinary market, which are based on the products sold by market and customer group.
Certain reclassifications have been made to prior fiscal period amounts to conform to the current fiscal period presentation in the segment categories. Effective in the fourth quarter of fiscal 2017, we made changes to the presentation of reportable segments to reflect changes in the way our chief operating decision maker, or decision making group, evaluate the performance of our operations and allocate resources. These reclassifications did not result in any change on our consolidated revenues, cost of revenues or gross profit.
Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016
The following table and the discussion that follows present revenues, cost of revenues, gross profit and percentage of revenues by operating segments and from certain unallocated items and represents our results from continuing operations for the three months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Change
|
|
|
|
2017
|
|
|
Percent of
Revenues (1)
|
|
|
2016
|
|
|
Percent of
Revenues (1)
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Market
|
|
$
|
9,282
|
|
|
|
100
|
%
|
|
$
|
9,381
|
|
|
|
100
|
%
|
|
$
|
(99
|
)
|
|
|
(1
|
)%
|
Percentage of total revenues
|
|
|
16
|
%
|
|
|
|
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Veterinary Market
|
|
|
48,536
|
|
|
|
100
|
%
|
|
|
48,290
|
|
|
|
100
|
%
|
|
|
246
|
|
|
|
1
|
%
|
Percentage of total revenues
|
|
|
82
|
%
|
|
|
|
|
|
|
82
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (2)
|
|
|
1,036
|
|
|
|
|
|
|
|
881
|
|
|
|
|
|
|
|
155
|
|
|
|
18
|
%
|
Percentage of total revenues
|
|
|
2
|
%
|
|
|
|
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
58,854
|
|
|
|
|
|
|
|
58,552
|
|
|
|
|
|
|
|
302
|
|
|
|
1
|
%
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Market
|
|
|
5,101
|
|
|
|
55
|
%
|
|
|
5,133
|
|
|
|
55
|
%
|
|
|
(32
|
)
|
|
|
(1
|
)%
|
Veterinary Market
|
|
|
21,511
|
|
|
|
44
|
%
|
|
|
21,124
|
|
|
|
44
|
%
|
|
|
387
|
|
|
|
2
|
%
|
Other (2)
|
|
|
81
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
44
|
|
|
|
119
|
%
|
Total cost of revenues
|
|
|
26,693
|
|
|
|
|
|
|
|
26,294
|
|
|
|
|
|
|
|
399
|
|
|
|
2
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Market
|
|
|
4,181
|
|
|
|
45
|
%
|
|
|
4,248
|
|
|
|
45
|
%
|
|
|
(67
|
)
|
|
|
(2
|
)%
|
Veterinary Market
|
|
|
27,025
|
|
|
|
56
|
%
|
|
|
27,166
|
|
|
|
56
|
%
|
|
|
(141
|
)
|
|
|
(1
|
)%
|
Other (2)
|
|
|
955
|
|
|
|
|
|
|
|
844
|
|
|
|
|
|
|
|
111
|
|
|
|
13
|
%
|
Gross profit
|
|
$
|
32,161
|
|
|
|
|
|
|
$
|
32,258
|
|
|
|
|
|
|
$
|
(97
|
)
|
|
<(1)
|
%
|
(1)
|
The percentage reported is based on revenues by operating segment.
|
(2)
|
Represents unallocated items, not specifically identified to any particular business segment.
|
Medical Market
Revenues for Medical Market Segment
During the three months ended September 30, 2017, total revenues in the medical market decreased by 1%, or $0.1 million, as compared to the same period in fiscal 2017. The change in the medical market revenues was primarily attributable to the following:
•
|
Total revenues from Piccolo chemistry analyzers increased by 10%, or $0.2 million, during the three months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to an increase in Piccolo chemistry analyzers sold to Abbott, partially offset by a decrease in Piccolo chemistry analyzers sold to various distributors in Asia Pacific and rest of the world.
|
•
|
Total revenues from medical reagent discs decreased by 4%, or $0.3 million, during the three months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to a decrease in the unit sales of medical reagent discs in North America to Abbott.
|
Gross Profit for Medical Market Segment
Gross profit for the medical market segment decreased by 2%, or $0.1 million, during the three months ended September 30, 2017, as compared to the same period in fiscal 2017. Gross profit percentages for the medical market segment during the three months ended September 30, 2017 and 2016 were 45% and 45%, respectively. In absolute dollars, the net decrease in gross profit was primarily attributable to a decrease in the unit sales of medical reagent discs and higher manufacturing costs of Piccolo chemistry analyzers, partially offset by an increase in the unit sales of Piccolo chemistry analyzers. Gross profit percentage during the second quarter of fiscal 2018 was impacted by a decrease in the unit sales of medical reagent discs, which have a higher margin contribution, partially offset by an increase in the unit sales of Piccolo chemistry analyzers.
Veterinary Market
Revenues for Veterinary Market Segment
During the three months ended September 30, 2017, total revenues in the veterinary market increased by 1%, or $0.2 million, as compared to the same period in fiscal 2017. The change in the veterinary market revenues was primarily attributable to the following:
•
|
Total revenues from veterinary instruments decreased by 10%, or $0.8 million, during the three months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to a decrease in the unit sales of VetScan chemistry analyzers in North America resulting from fewer sales-type lease agreements to new and existing customers compared to higher sales in the prior period due to marketing promotions offered to existing customers during that period, partially offset by (a) an increase in the unit sales of VetScan hematology instruments and i-STAT analyzers to various distributors in North America and (b) an increase in the unit sales of VetScan hematology instruments to customers in the United Kingdom, a distributor in Europe and various distributors in Asia Pacific.
|
•
|
Total revenues from consumables in the veterinary market increased by 3%, or $1.1 million, during the three months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to (a) an increase in the unit sales of VetScan hematology reagent kits in North America resulting from an expanded installed base of VetScan hematology instruments and due to our supply agreement with Banfield Pet Hospitals, (b) an increase in revenues from hematology reagent kits due to an expanded installed base of VetScan hematology instruments in Europe, (c) an increase in revenues from veterinary reagent discs sold to various distributors in Asia Pacific, (d) an increase in revenues from VetScan rapid tests sold in North America due to an increase in the unit sales of our VetScan Canine Pancreatic Lipase Rapid Test (launched in the first quarter of fiscal 2018), VetScan Canine Parvovirus Rapid Test and VetScan Feline FeLV/FIV Rapid Test and (e) an increase in the unit sales of i-STAT consumables to various distributors in North America.
|
•
|
Total revenues from other products in the veterinary market decreased by 3%, or $0.1 million, during the three months ended September 30, 2017, as compared to the same period in fiscal 2017, which was not significant.
|
Gross Profit for Veterinary Market Segment
Gross profit for the veterinary market segment decreased by 1%, or $0.1 million, during the three months ended September 30, 2017, as compared to the same period in fiscal 2017. Gross profit percentages for the veterinary market segment during the three months ended September 30, 2017 and 2016 were 56% and 56%, respectively. In absolute dollars, the net decrease in gross profit was primarily attributable to (a) a decrease in the unit sales of VetScan chemistry analyzers and rapid tests and (b) higher manufacturing costs of hematology instruments and veterinary reagent discs, partially offset by (a) an increase in the unit sales of hematology instruments, veterinary reagent discs and hematology reagent kits and (b) an increase in revenues from rapid tests due to a shift in the sales mix of higher priced rapid test products, as compared to the same period last year. The gross profit percentage was impacted by changes in our product mix.
Other
Our other category primarily consists of products sold using our patented Orbos Discrete Lyophilization Process. The change in gross profit in our other category was primarily attributable to an increase in products sold using our patented Orbos Discrete Lyophilization Process during the three months ended September 30, 2017, as compared to the same period in fiscal 2017.
Six Months Ended September 30, 2017 Compared to Six Months Ended September 30, 2016
The following table and the discussion that follows present revenues, cost of revenues, gross profit and percentage of revenues by operating segments and from certain unallocated items and represents our results from continuing operations for the six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Six Months Ended September 30,
|
|
|
Change
|
|
|
|
2017
|
|
|
Percent of
Revenues (1)
|
|
|
2016
|
|
|
Percent of
Revenues (1)
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Market
|
|
$
|
18,144
|
|
|
|
100
|
%
|
|
$
|
18,478
|
|
|
|
100
|
%
|
|
$
|
(334
|
)
|
|
|
(2
|
)%
|
Percentage of total revenues
|
|
|
15
|
%
|
|
|
|
|
|
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Veterinary Market
|
|
|
96,904
|
|
|
|
100
|
%
|
|
|
96,021
|
|
|
|
100
|
%
|
|
|
883
|
|
|
|
1
|
%
|
Percentage of total revenues
|
|
|
83
|
%
|
|
|
|
|
|
|
83
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (2)
|
|
|
2,064
|
|
|
|
|
|
|
|
1,749
|
|
|
|
|
|
|
|
315
|
|
|
|
18
|
%
|
Percentage of total revenues
|
|
|
2
|
%
|
|
|
|
|
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
117,112
|
|
|
|
|
|
|
|
116,248
|
|
|
|
|
|
|
|
864
|
|
|
|
1
|
%
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Market
|
|
|
10,065
|
|
|
|
55
|
%
|
|
|
9,987
|
|
|
|
54
|
%
|
|
|
78
|
|
|
|
1
|
%
|
Veterinary Market
|
|
|
42,818
|
|
|
|
44
|
%
|
|
|
41,884
|
|
|
|
44
|
%
|
|
|
934
|
|
|
|
2
|
%
|
Other (2)
|
|
|
124
|
|
|
|
|
|
|
|
118
|
|
|
|
|
|
|
|
6
|
|
|
|
5
|
%
|
Total cost of revenues
|
|
|
53,007
|
|
|
|
|
|
|
|
51,989
|
|
|
|
|
|
|
|
1,018
|
|
|
|
2
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Market
|
|
|
8,079
|
|
|
|
45
|
%
|
|
|
8,491
|
|
|
|
46
|
%
|
|
|
(412
|
)
|
|
|
(5
|
)%
|
Veterinary Market
|
|
|
54,086
|
|
|
|
56
|
%
|
|
|
54,137
|
|
|
|
56
|
%
|
|
|
(51
|
)
|
|
<(1)
|
%
|
Other (2)
|
|
|
1,940
|
|
|
|
|
|
|
|
1,631
|
|
|
|
|
|
|
|
309
|
|
|
|
19
|
%
|
Gross profit
|
|
$
|
64,105
|
|
|
|
|
|
|
$
|
64,259
|
|
|
|
|
|
|
$
|
(154
|
)
|
|
<(1)
|
%
|
(1)
|
The percentage reported is based on revenues by operating segment.
|
(2)
|
Represents unallocated items, not specifically identified to any particular business segment.
|
Medical Market
Revenues for Medical Market Segment
During the six months ended September 30, 2017, total revenues in the medical market decreased by 2%, or $0.3 million, as compared to the same period in fiscal 2017. The change in the medical market revenues was primarily attributable to the following:
•
|
Total revenues from Piccolo chemistry analyzers increased by 14%, or $0.5 million, during the six months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to an increase in Piccolo chemistry analyzers sold to Abbott and to various distributors in Europe.
|
•
|
Total revenues from medical reagent discs decreased by 5%, or $0.7 million, during the six months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to a decrease in the unit sales of medical reagent discs in North America to Abbott, due to a reduction of inventory during the first quarter of fiscal 2018, partially offset by an increase in the unit sales of medical reagent to various distributors in Europe.
|
Gross Profit for Medical Market Segment
Gross profit for the medical market segment decreased by 5%, or $0.4 million, during the six months ended September 30, 2017, as compared to the same period in fiscal 2017. Gross profit percentages for the medical market segment during the six months ended September 30, 2017 and 2016 were 45% and 46%, respectively. In absolute dollars, the net decrease in gross profit was primarily attributable to a decrease in the unit sales of medical reagent discs and higher manufacturing costs of Piccolo chemistry analyzers, partially offset by an increase in the unit sales of Piccolo chemistry analyzers. The decrease in gross profit percentage was primarily attributable to a decrease in unit sales of medical reagent discs, which have a higher margin contribution.
Veterinary Market
Revenues for Veterinary Market Segment
During the six months ended September 30, 2017, total revenues in the veterinary market increased by 1%, or $0.9 million, as compared to the same period in fiscal 2017. The change in the veterinary market revenues was primarily attributable to the following:
•
|
Total revenues from veterinary instruments decreased by 15%, or $2.5 million, during the six months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to (a) a decrease in the unit sales of VetScan chemistry analyzers in North America resulting from fewer sales-type lease agreements to new and existing customers compared to higher sales in the prior period due to marketing promotions offered to existing customers during that period, (b) a decrease in revenues from veterinary instruments sold to various distributors in Europe and (c) a decrease in revenues from VetScan chemistry analyzers sold to various distributors in Asia Pacific and rest of the world, partially offset by an increase in the unit sales of VetScan hematology instruments to various distributors in North America and Asia Pacific and rest of the world.
|
•
|
Total revenues from consumables in the veterinary market increased by 4%, or $2.9 million, during the six months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to (a) an increase in the unit sales of veterinary reagent discs due to higher average utilization per customer in North America, (b) an increase in the unit sales of hematology reagent kits in North America resulting from an expanded installed base of VetScan hematology instruments and due to our supply agreement with Banfield Pet Hospitals, (c) an increase in revenues from hematology reagent kits due to an expanded installed base of VetScan hematology instruments in Europe, (d) an increase in revenues from veterinary reagent discs and hematology reagent kits sold to various distributors in Asia Pacific and rest of the world and (e) an increase in revenues from VetScan rapid tests sold in North America due to an increase in the unit sales of our VetScan Canine Pancreatic Lipase Rapid Test (launched in the first quarter of fiscal 2018), VetScan Canine Parvovirus Rapid Test and VetScan Feline FeLV/FIV Rapid Test.
|
•
|
Total revenues from other products in the veterinary market increased by 13%, or $0.4 million, during the six months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to an increase in other veterinary products sold in North America.
|
Gross Profit for Veterinary Market Segment
Gross profit for the veterinary market segment decreased by less than 1%, or $0.1 million, during the six months ended September 30, 2017, as compared to the same period in fiscal 2017. Gross profit percentages for the veterinary market segment during the six months ended September 30, 2017 and 2016 were 56% and 56%, respectively. In absolute dollars, the net decrease in gross profit was primarily attributable to (a) a decrease in the unit sales of VetScan chemistry analyzers and (b) higher manufacturing costs of VetScan chemistry analyzers, hematology instruments and veterinary reagent discs, partially offset by (a) an increase in the unit sales of veterinary reagent discs, hematology reagent kits and rapid tests and (b) an increase in revenues from rapid tests due to a shift in the sales mix of higher priced rapid test products, as compared to the same period last year. The gross profit percentage was impacted by changes in our product mix.
Other
Our other category primarily consists of products sold using our patented Orbos Discrete Lyophilization Process. The change in gross profit in our other category was primarily attributable to an increase in products sold using our patented Orbos Discrete Lyophilization Process during the six months ended September 30, 2017, as compared to the same period in fiscal 2017.
Three and Six Months Ended September 30, 2017 Compared to Three and Six Months Ended September 30, 2016
Cost of Revenues – Continuing Operations
The following table and discussion present our cost of revenues and represent our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
Cost of revenues
|
|
$
|
26,693
|
|
|
$
|
26,294
|
|
|
$
|
399
|
|
|
|
2
|
%
|
|
$
|
53,007
|
|
|
$
|
51,989
|
|
|
$
|
1,018
|
|
|
|
2
|
%
|
Percentage of total revenues
|
|
|
45
|
%
|
|
|
45
|
%
|
|
|
|
|
|
|
|
|
|
|
45
|
%
|
|
|
45
|
%
|
|
|
|
|
|
|
|
|
Cost of revenues includes the cost of materials, direct labor costs, costs associated with manufacturing, assembly, packaging, warranty repairs, test and quality assurance for our instruments and consumables and manufacturing overhead, including costs of personnel and equipment associated with manufacturing support.
The increase in cost of revenues, in absolute dollars, during the three months ended September 30, 2017, as compared to the same period in fiscal 2017, was impacted by (a) an increase in the unit sales of hematology instruments and veterinary reagent discs and (b) higher manufacturing costs of Piccolo chemistry analyzers, hematology instruments and veterinary reagent discs, partially offset by a decrease in the unit sales of medical reagent discs, VetScan chemistry analyzers and rapid tests, as compared to the same period last year. Cost of revenues, as a percentage of total revenues, during the three months ended September 30, 2017, as compared to the same period last year, remained at 45% of total revenues, and was impacted by changes in our product mix.
The increase in cost of revenues, in absolute dollars, during the six months ended September 30, 2017, as compared to the same period in fiscal 2017, was impacted by (a) an increase in the unit sales of Piccolo chemistry analyzers, veterinary reagent discs, hematology reagent kits and rapid tests and (b) higher manufacturing costs of Piccolo chemistry analyzers, medical reagent discs, VetScan chemistry analyzers, hematology instruments and veterinary reagent discs, partially offset by a decrease in the unit sales of medical reagent discs and VetScan chemistry analyzers, as compared to the same period last year. Cost of revenues, as a percentage of total revenues, during the six months ended September 30, 2017, as compared to the same period last year, remained at 45% of total revenues, and was impacted by changes in our product mix.
Gross Profit – Continuing Operations
The following table and discussion present our gross profit and represent our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
Total gross profit
|
|
$
|
32,161
|
|
|
$
|
32,258
|
|
|
$
|
(97
|
)
|
|
|
<(1
|
)%
|
|
$
|
64,105
|
|
|
$
|
64,259
|
|
|
$
|
(154
|
)
|
|
|
<(1
|
)%
|
Total gross margin
|
|
|
55
|
%
|
|
|
55
|
%
|
|
|
|
|
|
|
|
|
|
|
55
|
%
|
|
|
55
|
%
|
|
|
|
|
|
|
|
|
The decrease in gross profit, in absolute dollars, during the three months ended September 30, 2017, as compared to the same period in fiscal 2017, was primarily attributable to (a) a decrease in the unit sales of medical reagent discs, VetScan chemistry analyzers and rapid tests and (b) higher manufacturing costs of Piccolo chemistry analyzers, hematology instruments and veterinary reagent discs, partially offset by (a) an increase in the unit sales of Piccolo chemistry analyzers, hematology instruments, veterinary reagent discs and hematology reagent kits and (b) an increase in revenues from rapid tests due to a shift in the sales mix of higher priced rapid test products, as compared to the same period last year.
The decrease in gross profit, in absolute dollars, during the six months ended September 30, 2017, as compared to the same period in fiscal 2017, was primarily attributable to (a) a decrease in the unit sales of medical reagent discs and VetScan chemistry analyzers and (b) higher manufacturing costs of Piccolo chemistry analyzers, VetScan chemistry analyzers, hematology instruments and veterinary reagent discs, partially offset by (a) an increase in the unit sales of Piccolo chemistry analyzers, veterinary reagent discs, hematology reagent kits and rapid tests and (b) an increase in revenues from rapid tests due to a shift in the sales mix of higher priced rapid test products, as compared to the same period last year.
Research and Development – Continuing Operations
The following table and discussion present our research and development expenses and represent our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
Research and development expenses
|
|
$
|
6,075
|
|
|
$
|
4,906
|
|
|
$
|
1,169
|
|
|
|
24
|
%
|
|
$
|
12,507
|
|
|
$
|
10,139
|
|
|
$
|
2,368
|
|
|
|
23
|
%
|
Percentage of total revenues
|
|
|
10
|
%
|
|
|
8
|
%
|
|
|
|
|
|
|
|
|
|
|
11
|
%
|
|
|
9
|
%
|
|
|
|
|
|
|
|
|
Research and development expenses consist of personnel costs (including salaries, benefits and share-based compensation expense), consulting expenses and materials and related expenses associated with the development of new tests and test methods, clinical trials, product improvements and optimization and enhancement of existing products and expenses related to regulatory and quality assurance. Research and development expenses are primarily based on the project activities planned and the level of spending depends on budgeted expenditures. Research and development expenses for the periods presented above are related primarily to new product development and enhancement of existing products in both the medical and veterinary markets.
Research and development expenses increased during the three and six months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to expenses related to new product development and enhancement of existing products in both the medical and veterinary markets, including joint development agreements. Share-based compensation expense included in research and development expenses during the three months ended September 30, 2017 and 2016 was $0.8 million and $0.7 million, respectively, and during the six months ended September 30, 2017 and 2016 was $1.5 million and $1.3 million, respectively.
We anticipate that our research and development expenses, both in absolute dollars and as a percentage of revenues, will increase in fiscal 2018 from fiscal 2017, as we complete new products and enhance existing products for both the medical and veterinary markets.
Sales and Marketing – Continuing Operations
The following table and discussion present our sales and marketing expenses and represent our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
Sales and marketing expenses
|
|
$
|
12,484
|
|
|
$
|
11,254
|
|
|
$
|
1,230
|
|
|
|
11
|
%
|
|
$
|
24,985
|
|
|
$
|
23,078
|
|
|
$
|
1,907
|
|
|
|
8
|
%
|
Percentage of total revenues
|
|
|
21
|
%
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
21
|
%
|
|
|
20
|
%
|
|
|
|
|
|
|
|
|
Sales and marketing expenses consist of personnel costs (including salaries, benefits and share-based compensation expense), commissions and travel-related expenses for personnel engaged in selling, costs associated with advertising, lead generation, marketing programs, trade shows and services related to customer and technical support.
Sales and marketing expenses increased during the three and six months ended September 30, 2017, as compared to the same periods in fiscal 2017, primarily attributable to increased costs related to headcount, including share-based compensation expense, to support our growth in both North America and internationally. Share-based compensation expense included in sales and marketing expenses during the three months ended September 30, 2017 and 2016 was $1.1 million and $0.7 million, respectively, and during the six months ended September 30, 2017 and 2016 was $2.3 million and $1.4 million, respectively.
General and Administrative – Continuing Operations
The following table and discussion present our general and administrative expenses and represent our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
Percent
Change
|
|
General and administrative expenses
|
|
$
|
4,167
|
|
|
$
|
4,353
|
|
|
$
|
(186
|
)
|
|
|
(4
|
)%
|
|
$
|
8,717
|
|
|
$
|
8,555
|
|
|
$
|
162
|
|
|
|
2
|
%
|
Percentage of total revenues
|
|
|
7
|
%
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
7
|
%
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
General and administrative expenses consist of personnel costs (including salaries, benefits and share-based compensation expense), and expenses for outside professional services related to general corporate functions, including accounting and legal, and other general and administrative expenses.
General and administrative expenses decreased during the three months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to decreased spending on professional services, partially offset by an increase in share-based compensation expense. Share-based compensation expense included in general and administrative expenses during the three months ended September 30, 2017 and 2016 was $1.3 million and $1.2 million, respectively.
General and administrative expenses increased during the six months ended September 30, 2017, as compared to the same period in fiscal 2017, primarily attributable to increased spending on professional services to support our growing operations, partially offset by a decrease in share-based compensation expense because forfeiture estimates were adjusted to reflect actual forfeitures when an award vested in the first quarter of fiscal 2018. Share-based compensation expense included in general and administrative expenses during the six months ended September 30, 2017 and 2016 was $2.0 million and $2.2 million, respectively.
Interest and Other Income (Expense), Net – Continuing Operations
The following table and discussion present our interest and other income (expense), net and represent our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
Interest and other income (expense), net
|
|
$
|
773
|
|
|
$
|
6,279
|
|
|
$
|
(5,506
|
)
|
|
$
|
2,084
|
|
|
$
|
6,249
|
|
|
$
|
(4,165
|
)
|
Interest and other income (expense), net consists primarily of interest earned on cash and cash equivalents and investments, foreign currency exchange gains and losses and our equity in net income (loss) of investments in unconsolidated affiliates.
Interest and other income (expense), net decreased during the three and six months ended September 30, 2017, as compared to the same periods in fiscal 2017, primarily attributable to a pre-tax gain of $6.1 million ($3.8 million after tax) on the sale of our equity method investment in the three months ended September 30, 2016, partially offset by foreign currency gain resulting from exchange rate fluctuations, primarily during the first quarter of fiscal 2018. See Note 8, “Investments in Unconsolidated Affiliates” of the Notes to Condensed Consolidated Financial Statements contained in this report for additional information on the sale of our equity method investment.
Income Tax Provision – Continuing Operations
The following table and discussion present our income tax provision and represent our results from continuing operations for the three and six months ended September 30, 2017 and 2016 (in thousands, except percentages):
|
|
Three Months Ended September 30,
|
|
|
Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
|
2017
|
|
|
2016
|
|
|
Dollar
Change
|
|
Income tax provision
|
|
$
|
3,607
|
|
|
$
|
6,537
|
|
|
$
|
(2,930
|
)
|
|
$
|
7,049
|
|
|
$
|
10,359
|
|
|
$
|
(3,310
|
)
|
Effective tax rate
|
|
|
35
|
%
|
|
|
36
|
%
|
|
|
|
|
|
|
35
|
%
|
|
|
36
|
%
|
|
|
|
|
The dollar decrease in the income tax provision during the three months ended September 30, 2017, as compared to the same period last year, was attributable to lower pre-tax income. The decrease in the effective tax rate during the three months ended September 30, 2017, as compared to the same period last year, was primarily attributable to the recognition of excess tax benefits as a discrete item in the second quarter of fiscal 2018 pursuant to ASU 2016-09, which we adopted effective the first quarter of fiscal 2018, partially offset by lower federal benefits for qualified production activities during the three months ended September 30, 2017. The adoption of ASU 2016-09 is discussed further in Note 2, “Summary of Significant Accounting Policies.”
The dollar decrease in the income tax provision during the six months ended September 30, 2017, as compared to the same period last year, was attributable to lower pre-tax income. The decrease in the effective tax rate during the six months ended September 30, 2017, as compared to the same period last year, was primarily attributable to the recognition of excess tax benefits as a discrete item in the six months ended September 30 2017, partially offset by lower federal benefits for qualified production activities during the six months ended September 30, 2017.
We are subject to income taxes in the United States and various foreign jurisdictions. Accordingly, we are subject to a variety of examinations by taxing authorities in these locations. We did not have any unrecognized tax benefits as of September 30, 2017 and March 31, 2017. During the three and six months ended September 30, 2017 and 2016, we did not recognize any interest or penalties related to unrecognized tax benefits. In the third quarter of fiscal 2017, the state of California commenced an examination of our tax returns for fiscal years 2014 and 2015, which was completed in the second quarter of fiscal 2018 and there have not been any proposed assessments. Our foreign subsidiary income tax returns for fiscal 2013 through 2015 is subject to examination by German tax authorities. The tax audit commenced in the third quarter of fiscal 2018. As of September 30, 2017, there had been no proposed assessments by such authorities and we are unable to estimate the range of possible outcomes at this time.
Discontinued Operations
On March 18, 2015, we entered into an asset purchase agreement, or the APA, with Antech pursuant to which we sold substantially all of the assets of our AVRL business. The sale transaction closed on March 31, 2015. The operating results of our AVRL business are presented as discontinued operations and were not significant during the three and six months ended September 30, 2017 and 2016.
Liquidity and Capital Resources – Continuing and Discontinued Operations
Cash, Cash Equivalents and Investments
The following table summarizes our cash, cash equivalents and short-term and long-term investments as of September 30, 2017 and March 31, 2017 (in thousands, except percentages):
|
|
September 30,
2017
|
|
|
March 31,
2017
|
|
Cash and cash equivalents
|
|
$
|
58,874
|
|
|
$
|
91,332
|
|
Short-term investments
|
|
|
89,877
|
|
|
|
51,561
|
|
Long-term investments
|
|
|
28,951
|
|
|
|
22,171
|
|
Total cash, cash equivalents and investments
|
|
$
|
177,702
|
|
|
$
|
165,064
|
|
Percentage of total assets
|
|
|
56
|
%
|
|
|
54
|
%
|
As of September 30, 2017, we had net working capital of $196.6 million compared to $199.7 million as of March 31, 2017. The decrease in working capital is due to the reclassification of current net deferred tax assets to non-current net deferred tax assets on the condensed consolidated balance sheets as of September 30, 2017 due to the adoption of ASU 2015-17 in the first quarter of fiscal 2018. ASU 2015-17 is discussed further in Note 2, “Summary of Significant Accounting Policies.”
Cash Flow Changes
Cash provided by (used in) operating, investing and financing activities during the six months ended September 30, 2017 and 2016 were as follows (in thousands):
|
|
Six Months Ended September 30,
|
|
|
|
2017
|
|
|
2016
|
|
Net cash provided by operating activities
|
|
$
|
24,366
|
|
|
$
|
16,723
|
|
Net cash used in investing activities
|
|
|
(48,898
|
)
|
|
|
(7,162
|
)
|
Net cash used in financing activities
|
|
|
(8,732
|
)
|
|
|
(7,170
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
806
|
|
|
|
(321
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(32,458
|
)
|
|
$
|
2,070
|
|
Cash and cash equivalents as of September 30, 2017 were $58.9 million compared to $91.3 million as of March 31, 2017. The decrease in cash and cash equivalents during the six months ended September 30, 2017 was primarily due to purchases of investments of $80.3 million, purchases of property and equipment of $3.3 million, payments made for tax withholdings related to net share settlements of restricted stock units of $2.4 million and payment of cash dividends totaling $6.3 million. These decreases were partially offset by net cash provided by operating activities of $24.4 million, proceeds from maturities and redemptions of investments of $34.7 million and effect of exchange rate changes on cash and cash equivalents of $0.8 million.
Cash Flows from Operating Activities
During the six months ended September 30, 2017, we generated $24.4 million in cash from operating activities, compared to $16.7 million during the six months ended September 30, 2016. The cash provided by operating activities during the six months ended September 30, 2017 was the result of net income of $12.9 million, adjusted for the effects of non-cash adjustments including depreciation and amortization of $3.9 million and share-based compensation expense of $6.6 million and the following changes in assets and liabilities.
•
|
Receivables, net increased by $0.1 million, from $40.6 million as of March 31, 2017 to $40.7 million as of September 30, 2017, primarily attributable to the timing of collections during the second quarter of fiscal 2018.
|
•
|
Inventories increased by $40,000 from $39.0 million as of March 31, 2017 to $39.1 million as of September 30, 2017.
|
•
|
Prepaid expenses and other current assets decreased by $0.2 million, from $5.0 million as of March 31, 2017 to $4.8 million as of September 30, 2017, primarily attributable to the timing of estimated income taxes and other expenses.
|
•
|
Current net deferred tax assets decreased by $5.6 million, from $5.6 million as of March 31, 2017 to $0 as of September 30, 2017, and non-current net deferred tax assets increased by $6.1 million, from $4.4 million as of March 31, 2017 to $10.5 million as of September 30, 2017. The changes in current and non-current net deferred tax assets were primarily attributable to the reclassification of current net deferred tax assets to non-current net deferred tax assets on the condensed consolidated balance sheets as of September 30, 2017 due to the adoption of ASU 2015-17 in the first quarter of fiscal 2018.
|
•
|
Other assets increased by $1.3 million, from $7.6 million as of March 31, 2017 to $8.9 million as of September 30, 2017, primarily attributable to long-term receivables due to sales-type lease agreements with our customers.
|
•
|
Accounts payable increased by $0.9 million, from $7.5 million as of March 31, 2017 to $8.4 million as of September 30, 2017, primarily due to the timing and payment of services and inventory purchases.
|
•
|
Accrued payroll and related expenses increased by $0.5 million, from $9.6 million as of March 31, 2017 to $10.1 million as of September 30, 2017, primarily attributable to the timing of payments.
|
•
|
Accrued taxes decreased by $0.7 million, from $2.2 million as of March 31, 2017 to $1.5 million as of September 30, 2017, primarily due to the timing of estimated income tax payments.
|
•
|
Other accrued liabilities, current, increased by $2.8 million, from $11.0 million as of March 31, 2017 to $13.8 million as of September 30, 2017 and other liabilities, non-current, increased by $0.2 million, from $1.3 million as of March 31, 2017 to $1.5 million as of September 30, 2017. The net current and non-current other liabilities increased primarily attributable to an increase in liabilities related to the types of customer sales incentive programs offered during a promotional period.
|
•
|
As of September 30, 2017 and March 31, 2017, the current portion of deferred revenue was $1.0 million and $1.4 million, respectively, and the non-current portion of deferred revenue was $1.3 million and $1.5 million, respectively. Net current and non-current deferred revenue decreased by $0.5 million from March 31, 2017 to September 30, 2017, primarily attributable to deferred revenue recognized ratably over the life of extended maintenance contracts offered to customers in the form of free services in connection with the sale of our instruments.
|
•
|
As of September 30, 2017 and March 31, 2017, the current portion of warranty reserve was $1.9 million and $1.7 million, respectively, and the non-current portion of warranty reserve was $2.8 million and $2.7 million, respectively. Net current and non‑current warranty reserve increased by $0.4 million. The change in current and non-current warranty reserve from March 31, 2017 to September 30, 2017 is primarily due to an increase in the number of instruments in standard warranty and our estimated product failure rates and repair and related costs of instruments. Warranty reserve is primarily based on (a) the number of instruments in standard warranty, estimated product failure rates and estimated repair costs and (b) an estimate of defective reagent discs and replacement costs of reagent discs. Management periodically evaluates the sufficiency of the warranty provisions and makes adjustments when necessary. If an unusual performance rate related to warranty claims is noted, an additional warranty accrual may be assessed and recorded when a failure event is probable and the cost can be reasonably estimated.
|
We expect that cash provided by operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, timing of product sales, accounts receivable collections performance, inventory and supply chain management, and the timing and amount of payments. Furthermore, we anticipate that we will incur incremental costs to support our future operations, including research and design costs related to the continuing development of our current and future products; clinical trials for our current and future products, expansion of our international operations and acquisition of capital equipment for our manufacturing facility.
Cash Flows from Investing Activities
Net cash used in investing activities during the six months ended September 30, 2017 totaled $48.9 million, compared to net cash used of $7.2 million during the six months ended September 30, 2016. Changes in net cash used in investing activities were attributable to the following:
•
|
Cash used in investing activities during the six months ended September 30, 2017 was primarily due to purchases of investments in certificates of deposit, commercial paper and corporate bonds totaling $80.3 million during the six months ended September 30, 2017. The cash used in investing activities was partially offset by proceeds from maturities and redemptions of investments in certificates of deposit, commercial paper and corporate bonds of $34.7 million during the six months ended September 30, 2017.
|
•
|
Our capital expenditures totaled $3.3 million during the six months ended September 30, 2017. Purchases of capital equipment primarily relate to increasing our manufacturing capacity, support our growth and transfers of equipment from inventory to property and equipment. We expect to continue to make significant capital expenditures as necessary in the normal course of our business.
|
Cash Flows from Financing Activities
Net cash used in financing activities during the six months ended September 30, 2017 totaled $8.7 million, compared to net cash used of $7.2 million during the six months ended September 30, 2016. Cash used in financing activities during the six months ended September 30, 2017 was primarily due to cash dividend payments of $6.3 million and payments made for tax withholdings related to net share settlements of restricted stock units of $2.4 million. During the six months ended September 30, 2017, we did not purchase any shares pursuant to our share repurchase program described below.
Dividend Payments
During the three months ended September 30, 2017 and 2016, our total quarterly dividend payout was $3.2 million and $2.7 million, respectively. During the six months ended September 30, 2017 and 2016, our total quarterly dividend payout was $6.3 million and $5.4 million, respectively. Our dividend payouts were made from retained earnings.
In October 2017, our Board of Directors declared a cash dividend of $0.16 per share on our outstanding common stock to be paid on December 15, 2017 to all shareholders of record as of the close of business on December 1, 2017. Future declarations of quarterly dividends, if any, and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.
Share Repurchase Program
Between August 2011 and July 2013, our Board of Directors authorized the repurchase of up to a total of $67.3 million of our common stock. In July 2016, our Board of Directors approved a $30.0 million increase to our existing share repurchase program to a total of $97.3 million. As of September 30, 2017, $54.0 million was available to purchase common stock under our share repurchase program. In October 2017, our Board of Directors approved a $21.0 million increase to our existing share repurchase program, which when added to the $54.0 million remaining under our previously-authorized share repurchase program provides for a total of $75.0 million of our common stock authorized and available for repurchase under the program as of the date of approval.
Since the share repurchase program began, through September 30, 2017, we have repurchased 1.6 million shares of our common stock at a total cost of $43.3 million, including commission expense. During the three and six months ended September 30, 2017 and 2016, we did not repurchase any shares of our common stock. The repurchases are made from time to time on the open market at prevailing market prices or in negotiated transactions off the market. Repurchased shares are retired.
Financial Condition
We believe that our cash and cash equivalents, investments and expected cash flows from operations will be sufficient to fund our operations, capital requirements, share repurchase program and anticipated quarterly dividends for at least the next twelve months. Our future capital requirements will largely depend upon the increased customer demand and market acceptance of our point-of-care diagnostic products. However, our sales for any future periods are not predictable with a significant degree of certainty. Regardless, we may seek to raise additional funds to pursue strategic opportunities.
Contractual Obligations
Commitments
We have purchase commitments, consisting of supply and inventory related agreements, totaling approximately $3.4 million as of September 30, 2017. These purchase order commitments primarily include our purchase obligations to purchase from Diatron of Hungary through fiscal 2018.
In April 2017, we entered into a joint development agreement with the diagnostics division of a medical products company, whereby we are subject to payments of up to $10.2 million, in consideration of development efforts, over an estimated period of four years. Our payment obligations are contingent upon the achievement of certain development milestones.
See Note 8, “Investments in Unconsolidated Affiliates” of the Notes to Condensed Consolidated Financial Statements contained in this report for additional information on commitments due in connection with our investment in a privately-held company.
Notes Payable
We have a ten year loan agreement with the Community Redevelopment Agency of the City of Union City, or the Agency whereby the Agency provides us with an unsecured loan of up to $1.0 million, primarily to purchase capital equipment. The loan was effective January 2011, bears interest at 5.0% and is payable quarterly. As of September 30, 2017, our short-term and long-term notes payable balances were $0.1 million and $0.2 million, respectively, and as of March 31, 2017, our short-term and long-term notes payable balances were $0.1 million and $0.3 million, respectively. The short-term balance was recorded in “Other accrued liabilities” on the condensed consolidated balance sheets. The entire outstanding balance of the note is payable in full on the earlier of: (i) December 2020, or (ii) the date we cease operations in Union City, California. The Agency also has the right to accelerate the maturity date and declare all balances immediately due and payable upon an event of default as defined in the loan agreement. We evaluate covenants in our loan agreement on a quarterly basis, and we were in compliance with such covenants as of September 30, 2017.
In accordance with the terms of the loan agreement, the Agency will provide us with an annual credit that can be applied against the accrued interest and outstanding principal balance on a quarterly basis. The Agency determines the annual credit based on certain taxes paid by us to the City of Union City, California for a specified period, as defined in the loan agreement. We anticipate that our annual credits from the Agency will be used to fully repay our notes payable due to the Agency. We may carry forward unused quarterly credits to apply against our outstanding balance in a future period. Credits applied to repay our notes payable and accrued interest are recorded in “Interest and other income (expense), net” on the condensed consolidated statements of income.
Contingencies
We are involved from time to time in various litigation matters in the normal course of business. There can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows.
Off-Balance Sheet Arrangements
As of September 30, 2017, we did not have any off-balance sheet arrangements, as defined in Item 303 of Regulation S-K promulgated under the Securities Act of 1933. In addition, we identified no variable interests in any variable interest entities.
RECENT ACCOUNTING PRONOUNCEMENTS
A discussion of recent accounting pronouncements is included in Note 2 of the Notes to Condensed Consolidated Financial Statements contained in this report.