UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

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

For the transition period from                      to                     .

IDEXX LABORATORIES, INC.

DELAWARE		01-0393723
(State or other jurisdiction of incorporation		(IRS Employer Identification No.)
or organization)
ONE IDEXX DRIVE, WESTBROOK, MAINE		04092
(Address of principal executive offices)		(ZIP Code)

207-556-0300
(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s Common Stock, $0.10 par value, was 59,013,088 on April 20, 2009.

 

 

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

Item No.				Page
PART I—FINANCIAL INFORMATION
Item 1.		Financial Statements (unaudited)
		Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008			3
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2009 and 2008			4
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008			5
		Notes to Condensed Consolidated Financial Statements			6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			26
Item 4.		Controls and Procedures			28
PART II—OTHER INFORMATION
Item 1.		Legal Proceedings			28
Item 1A.		Risk Factors			28
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 6.		Exhibits			34
Signatures					35
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
(Unaudited)

		March 31,				December 31,
		2009				2008
ASSETS
Current Assets:
Cash and cash equivalents		$	86,295			$	78,868
Accounts receivable, less reserves of $2,124 in 2009 and $2,093 in 2008			115,253				111,498
Inventories			123,575				115,926
Deferred income tax assets, net			20,915				21,477
Other current assets			21,745				28,121
Total current assets			367,783				355,890
Property and equipment, net			186,708				189,646
Goodwill and other intangible assets, net			200,748				207,095
Other long-term assets, net			15,265				12,806
			216,013				219,901
TOTAL ASSETS		$	770,504			$	765,437
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	23,541			$	28,006
Accrued expenses			29,482				32,857
Accrued employee compensation and related expenses			28,051				43,252
Accrued taxes			17,751				13,324
Accrued customer programs			16,193				15,183
Short-term debt			165,517				150,620
Current portion of long-term debt			777				765
Deferred revenue			10,831				11,285
Total current liabilities			292,143				295,292
Long-term Liabilities:
Deferred tax liabilities			12,339				11,933
Long-term debt, net of current portion			4,896				5,094
Deferred revenue			3,822				3,787
Other long-term liabilities			11,476				11,137
Total long-term liabilities			32,533				31,951
Commitments and Contingencies (Note 12)
Stockholders’ Equity:
Common stock, $0.10 par value: Authorized: 120,000 shares; Issued: 95,630 and 95,387 shares in 2009 and 2008, respectively			9,563				9,539
Additional paid-in capital			553,446				547,692
Deferred stock units: Outstanding: 113 and 102 units in 2009 and 2008, respectively			4,146				3,647
Retained earnings			728,102				702,031
Accumulated other comprehensive income (loss)			(2,981	)			5,675
Treasury stock, at cost: 36,662 and 36,164 shares in 2009 and 2008, respectively			(846,448	)			(830,390	)
Total stockholders’ equity			445,828				438,194
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	770,504			$	765,437

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

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

		For the Three Months Ended
		March 31,
		2009				2008
Revenue:
Product revenue		$	155,895			$	168,990
Service revenue			80,560				80,084
			236,455				249,074
Cost of Revenue:
Cost of product revenue			59,267				64,541
Cost of service revenue			52,755				54,697
			112,022				119,238
Gross profit			124,433				129,836
Expenses:
Sales and marketing			40,985				44,001
General and administrative			29,068				29,821
Research and development			15,939				17,295
Income from operations			38,441				38,719
Interest expense			(640	)			(1,031	)
Interest income			244				546
Income before provision for income taxes			38,045				38,234
Provision for income taxes			11,974				10,683
Net income		$	26,071			$	27,551
Earnings per Share:
Basic		$	0.44			$	0.45
Diluted		$	0.43			$	0.43
Weighted Average Shares Outstanding:
Basic			59,172				60,865
Diluted			60,606				63,558

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

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

		For the Three Months Ended
		March 31,
		2009				2008
Cash Flows from Operating Activities:
Net income		$	26,071			$	27,551
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation and amortization			13,047				11,395
Decrease in deferred compensation expense			(100	)			(131	)
Provision for uncollectible accounts			246				523
Provision for (benefit of) deferred income taxes			1,465				(999	)
Share-based compensation expense			2,930				2,878
Tax benefit from exercises of stock options and vesting of restricted stock units			(161	)			(2,384	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable			(6,072	)			(13,543	)
Inventories			(8,067	)			(477	)
Other assets			179				(530	)
Accounts payable			(4,315	)			(7,539	)
Accrued liabilities			(12,394	)			(19,200	)
Deferred revenue			(205	)			(333	)
Net cash provided (used) by operating activities			12,624				(2,789	)
Cash Flows from Investing Activities:
Purchases of property and equipment			(9,114	)			(17,049	)
Proceeds from disposition of pharmaceutical product lines			1,377				—
Proceeds from sale of property and equipment			1,046				—
Acquisitions of equipment leased to customers			(188	)			(226	)
Acquisitions of intangible assets and businesses, net of cash acquired			—				(7,533	)
Net cash used by investing activities			(6,879	)			(24,808	)
Cash Flows from Financing Activities:
Borrowings on revolving credit facilities, net			15,019				67,942
Payment of other notes payable			(190	)			(177	)
Purchase of treasury stock			(14,986	)			(51,355	)
Proceeds from exercises of stock options and employee stock purchase plans			3,281				5,974
Tax benefit from exercises of stock options and vesting of restricted stock units			161				2,384
Net cash provided by financing activities			3,285				24,768
Net effect of exchange rates on cash			(1,603	)			2,689
Net increase (decrease) in cash and cash equivalents			7,427				(140	)
Cash and cash equivalents at beginning of period			78,868				60,360
Cash and cash equivalents at end of period		$	86,295			$	60,220
Supplemental Disclosures of Cash Flow Information:
Interest paid		$	1,105			$	1,182
Income taxes paid		$	3,337			$	15,343

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

IDEXX LABORATORIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying unaudited, condensed consolidated financial statements of IDEXX Laboratories, Inc. (“IDEXX,” the “Company,” “we” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the requirements of Regulation S-X, Rule 10-01 for financial statements required to be filed as a part of Form 10-Q.

The accompanying unaudited, condensed consolidated financial statements include the accounts of IDEXX Laboratories, Inc. and our wholly-owned and majority-owned subsidiaries, and all other entities in which we have a variable interest and are determined to be the primary beneficiary. All material intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited, condensed consolidated financial statements reflect, in the opinion of our management, all adjustments necessary for a fair statement of our financial position and results of operations. The condensed balance sheet data at December 31, 2008 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results of operations for the three months ended March 31, 2009 are not necessarily indicative of the results to be expected for the full year or any future period. These unaudited, condensed consolidated financial statements should be read in conjunction with this Quarterly Report on Form 10-Q for the three months ended March 31, 2009, and our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission.

Certain reclassifications have been made to the prior year condensed consolidated financial statements to conform to the current year presentation. Reclassifications had no material impact on previously reported results of operations or financial position.

NOTE 2. ACCOUNTING POLICIES

Significant Accounting Policies

The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2009 are consistent with those discussed in Note 3 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2008.

Recent Accounting Pronouncements

We adopted the provisions of Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“SFAS”) No. 141(R), “Business Combinations” (“SFAS No. 141(R)”), which revised SFAS No. 141, “Business Combinations,” on January 1, 2009. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements, which will enable users to evaluate the nature and financial effects of business combinations. Among other things, SFAS No. 141(R) expands the definitions of a business and business combination, requires recognition of contingent consideration at fair value on the acquisition date and requires acquisition-related transaction costs to be expensed as incurred. As the provisions of SFAS No. 141(R) are applied prospectively, there was no impact of adoption on our financial position, results of operations, or cash flows.

We adopted the provisions SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”) for nonfinancial assets and nonfinancial liabilities, which were previously deferred by FASB Staff Position (“FSP”) No. SFAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP No. SFAS 157-2”), on January 1, 2009. SFAS No. 157 establishes a framework for measuring fair value and expands financial statement disclosures about fair value measurements. Items to which the deferral under FSP No. SFAS 157-2 applied include nonrecurring fair value measurements of nonfinancial assets and nonfinancial liabilities, or recurring fair value measurements of nonfinancial assets and nonfinancial liabilities, which are not disclosed at fair value in the consolidated financial statements. We did not have nonfinancial assets or nonfinancial liabilities covered by the provisions of SFAS No. 157 which required remeasurement upon adoption or during the three months ended March 31, 2009, and therefore there was no impact of adoption on our financial position, results of operations, or cash flows.

We adopted the provisions of SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS No. 160”), on January 1, 2009. SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes reporting requirements that provide enhanced disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. There was no impact of adoption of SFAS No. 160 on our financial position, results of operations or cash flows.

We adopted the provisions of SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of SFAS No. 133” (“SFAS No. 161”), on January 1, 2009. SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. This standard requires enhanced disclosures about how and why an entity uses derivative instruments, how instruments are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”), and how derivatives and hedging activities affect an entity’s financial position, financial performance and cash flows. The adoption of SFAS No. 161 required additional disclosure only, and therefore did not have an impact on our financial position, results of operations, or cash flows. See Note 16 for a discussion of our derivative instruments and hedging activities.

We adopted the provisions of FSP Financial Accounting Standard (“FAS”) 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”), on January 1, 2009. FSP FAS 142-3 amends SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141(R) and other U.S. GAAP. As the provisions of FSP FAS 142-3 are applied prospectively, there was no impact of adoption on our financial position, results of operations, or cash flows.

NOTE 3. SHARE-BASED COMPENSATION

For the three months ended March 31, 2009, share-based compensation expense included $2.7 million for options, restricted stock units and deferred stock units with vesting conditions and $0.2 million for employee stock purchase rights. Expense for deferred stock units issued under our Director Deferred Compensation Plan without vesting conditions of $0.1 million for the three months ended March 31, 2009 and 2008 has been excluded from share-based compensation in the table below, as it relates to deferred stock units granted to directors in lieu of cash compensation. Share-based compensation expense has been included in our condensed consolidated statements of operations for the three months ended March 31, 2009 and 2008 as follows (in thousands):

		For the Three Months Ended
		March 31,
		2009				2008
Cost of revenue		$	218			$	186
Sales and marketing			353				423
General and administrative			1,848				1,655
Research and development			443				547
Total		$	2,862			$	2,811

The fair value of options, restricted stock units, deferred stock units with vesting conditions, and employee stock purchase rights awarded during the three months ended March 31, 2009 and 2008 totaled $15.1 million and $17.9 million, respectively. The total unrecognized compensation cost for unvested share-based compensation awards outstanding at March 31, 2009, before consideration of estimated forfeitures, was $42.8 million. We estimate that this cost will be reduced by approximately $3.9 million related to forfeitures. The weighted average remaining expense recognition period at March 31, 2009 was approximately 2.3 years.

Options

We determine the assumptions to be used in the valuation of option grants as of the date of grant. Differences in the terms of options granted to different segments of employees may necessitate distinct valuation assumptions for those segments. As such, we may use different assumptions during the fiscal year if we grant options at different dates or with varying terms. The weighted averages of the valuation assumptions used to determine the fair value of each option grant on the date of grant and the weighted average estimated fair values were as follows:

		For the Three Months Ended
		March 31,
		2009				2008
Expected stock price volatility			30	%			25	%
Expected term, in years			4.8				4.9
Risk-free interest rate			1.6	%			2.7	%
Weighted average fair value of options granted		$	9.97			$	15.31

The total fair value of options that vested during the three months ended March 31, 2009 and 2008 was $9.5 million and $10.2 million, respectively.

Restricted and Other Deferred Stock Units with Vesting Conditions

The combined weighted average fair value per unit of restricted stock units and deferred stock units with vesting conditions granted during the three months ended March 31, 2009 and 2008 was $34.37 and $56.95, respectively.

NOTE 4. INVENTORIES

Inventories include material, labor and overhead, and are stated at the lower of cost (first-in, first-out) or market. The components of inventories were as follows (in thousands):

		March 31,				December 31,
		2009				2008
Raw materials		$	37,912			$	32,575
Work-in-process			17,789				18,428
Finished goods			67,874				64,923
		$	123,575			$	115,926

NOTE 5. PROPERTY AND EQUIPMENT

Net property and equipment consisted of the following (in thousands):

		March 31,				December 31,
		2009				2008
Land and improvements		$	7,127			$	8,189
Buildings and improvements			89,936				90,042
Leasehold improvements			17,714				17,275
Machinery and equipment			105,110				106,632
Office furniture and equipment			76,447				74,885
Construction in progress			26,615				23,175
			322,949				320,198
Less accumulated depreciation and amortization			136,241				130,552
Total property and equipment, net		$	186,708			$	189,646

Depreciation expense was $9.9 million and $8.3 million for the three months ended March 31, 2009 and 2008, respectively.

NOTE 6. GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets other than goodwill consisted of the following (in thousands):

		March 31, 2009								December 31, 2008
						Accumulated								Accumulated
		Cost				Amortization				Cost				Amortization
Patents		$	9,710			$	4,524			$	9,748			$	4,306
Product rights (1)			31,127				13,425				32,187				13,180
Customer-related intangible assets (2)			51,599				12,627				52,642				11,844
Other, primarily noncompete agreements			6,131				3,401				6,268				3,188
		$	98,567			$	33,977			$	100,845			$	32,518

Amortization expense of intangible assets was $2.4 million and $2.6 million for the three months ended March 31, 2009 and 2008, respectively.

Goodwill by segment consisted of the following (in thousands):

		March 31,				December 31,
		2009				2008
CAG segment		$	107,723			$	109,502
Water segment			12,596				12,757
Production animal segment			9,308				9,978
Other segment			6,531				6,531
		$	136,158			$	138,768

We did not enter into any acquisition-related transactions during the three months ended March 31, 2009. The changes in the cost of intangible assets other than goodwill and the changes in goodwill during the three months ended March 31, 2009 resulted from changes in foreign currency exchange rates.

NOTE 7. WARRANTY RESERVES

We provide for the estimated cost of instrument warranties in cost of product revenue at the time revenue is recognized based on the estimated cost to repair the instrument over its warranty period. Cost of revenue reflects not only estimated warranty expense for the systems sold in the current period, but also any changes in estimated warranty expense for the installed base that results from our quarterly evaluation of service experience. Our actual warranty obligation is affected by instrument performance in the customers’ environment and costs incurred in servicing instruments. Should actual service rates or costs differ from our estimates, which are based on historical data and projections of future costs, revisions to our estimated warranty liability would be required.

Following is a summary of changes in accrued warranty reserves during the three months ended March 31, 2009 and 2008 (in thousands):

		For the Three Months Ended
		March 31,
		2009				2008
Balance, beginning of period		$	2,837			$	1,667
Provision for warranty expense			1,264				507
Change in estimate, balance beginning of period			(69	)			(66	)
Settlement of warranty liability			(926	)			(547	)
Balance, end of period		$	3,106			$	1,561

NOTE 8. DEBT

At March 31, 2009 we had $165.5 million outstanding under our unsecured short-term revolving credit facility (“Credit Facility”) with a weighted average interest rate of 1.1%, which approximates the rate that we would pay on additional borrowings with similar maturities under the Credit Facility at March 31, 2009. Of the total amount outstanding at March 31, 2009, $6.5 million was borrowed by our Canadian subsidiary and denominated in Canadian dollars. The applicable interest rates on our Credit Facility generally range from 0.375 to 0.875 percentage points (“Credit Spread”) above the London interbank rate or the Canadian Dollar-denominated bankers’ acceptance rate, dependent on our leverage ratio.

In March 2009, we entered into two forward fixed interest rate swap agreements to manage the economic effect of variable interest obligations. See Note 16 for a discussion of our derivative instruments and hedging activities.

NOTE 9. INCOME TAXES

Our effective income tax rates were 31.5% and 27.9% for the three months ended March 31, 2009 and 2008, respectively. The increase in the effective tax rate for the three months ended March 31, 2009 as compared to the three months ended March 31, 2008 relates primarily to a reduction in international deferred tax liabilities in 2008 due to a change in the statutory tax rates for a jurisdiction in which we operate. This non-recurring benefit of approximately $1.5 million reduced our effective income tax rate for the three months ended March 31, 2008 by 3.9 percentage points. The impact of the non-recurring item was partly offset by federal research and development tax incentives that were available for the three months ended March 31, 2009 due to a change in the tax law, but not available for the three months ended March 31, 2008.

NOTE 10. COMPREHENSIVE INCOME

The following is a summary of comprehensive income for the three months ended March 31, 2009 and 2008 (in thousands):

		For the Three Months Ended
		March 31,
		2009				2008
Net income		$	26,071			$	27,551
Other comprehensive income (loss):
Foreign currency translation adjustments			(7,093	)			10,021
Change in fair value of foreign currency contracts classified as hedges, net of tax			(1,287	)			(1,281	)
Change in fair value of interest rate swaps classified as hedges, net of tax			(213	)			—
Change in fair market value of investments, net of tax			(63	)			(73	)
Comprehensive income		$	17,415			$	36,218

NOTE 11. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock and vested deferred stock units outstanding during the year. The computation of diluted earnings per share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options and other potentially dilutive securities using the treasury stock method, unless the effect is anti-dilutive.

The following is a reconciliation of shares outstanding for basic and diluted earnings per share (in thousands):

		For the Three Months Ended
		March 31,
		2009				2008
Shares outstanding for basic earnings per share:
Weighted average shares outstanding			59,064				60,774
Weighted average vested deferred stock units outstanding			108				91
			59,172				60,865
Shares outstanding for diluted earnings per share:
Shares outstanding for basic earnings per share			59,172				60,865
Dilutive effect of options issued to employees and directors			1,386				2,590
Dilutive effect of restricted stock units issued to employees and directors			41				95
Dilutive effect of unvested deferred stock units issued to directors			7				8
			60,606				63,558

Vested deferred stock units outstanding are included in shares outstanding for basic and diluted earnings per share because the associated shares of our common stock are issuable for no cash consideration, the number of shares of our common stock to be issued is fixed, and issuance is not contingent.

Certain options to acquire shares and restricted stock units have been excluded from the calculation of shares outstanding for dilutive earnings per share because they were anti-dilutive. The following table presents information concerning those anti-dilutive options and restricted stock units (in thousands, except per share amounts):

		For the Three Months Ended
		March 31,
		2009				2008
Weighted average number of shares underlying anti-dilutive options			1,432				451
Weighted average exercise price per underlying share of anti-dilutive options		$	44.60			$	52.62
Weighted average number of shares underlying anti-dilutive restricted stock units			302				92

The following table presents additional information concerning the exercise prices of vested and unvested options outstanding at the end of the period (in thousands, except per share amounts):

		March 31,
		2009				2008
Closing price per share of our common stock		$	34.58			$	49.26
Number of shares underlying options with exercise prices below the closing price			4,382				4,999
Number of shares underlying options with exercise prices equal to or above the closing price			1,104				611
Total number of shares underlying outstanding options			5,486				5,610

NOTE 12. COMMITMENTS, CONTINGENCIES AND GUARANTEES

Significant commitments, contingencies and guarantees at March 31, 2009 are consistent with those discussed in our Annual Report on Form 10-K for the year ended December 31, 2008 in Note 12 to the consolidated financial statements.

NOTE 13. TREASURY STOCK

Our board of directors has authorized the repurchase of up to 40,000,000 shares of our common stock in the open market or in negotiated transactions. We believe that the repurchase of our common stock is a favorable investment and we also repurchase to offset the dilutive effect of our share-based compensation programs. Repurchases of our common stock may vary depending upon the level of other investing and financing activities and the share price.

From the inception of the program in August 1999 to March 31, 2009, we repurchased 36,255,000 shares for $837.5 million. From the inception of the program to March 31, 2009, we also received 408,000 shares of stock with a market value of $8.9 million that were surrendered by employees in payment for the minimum required withholding taxes due on the exercise of stock options, the vesting of restricted stock units and the settlement of deferred stock units, and in payment for the exercise price of stock options.

Information about our treasury stock purchases and other receipts is presented in the table below (in thousands, except per share amounts):

		For the Three Months Ended
		March 31,
		2009				2008
Shares acquired			499				973
Total cost of shares acquired		$	16,058			$	52,650
Average cost per share		$	32.20			$	54.10

NOTE 14. SEGMENT REPORTING

We are organized into business units by market and customer group. Our reportable segments include: products and services for the veterinary market, which we refer to as our Companion Animal Group (“CAG”), water quality products (“Water”), and products for production animal health, which we refer to as our Production Animal Segment (“PAS”). We also operate two smaller segments that comprise products for dairy quality, which we refer to as Dairy, and products for the human medical diagnostic market, which we refer to as OPTI Medical. In addition, we maintain active research and development programs, some of which may materialize into the development and introduction of new technology, products or services. Financial information about our Dairy and OPTI Medical operating segments and other activities are combined and presented in an “Other” category because they do not meet the quantitative or qualitative thresholds for reportable segments.

CAG develops, designs, manufactures, and distributes products and performs services for veterinarians. Water develops, designs, manufactures, and distributes products to detect contaminants in water. PAS develops, designs, manufactures, and distributes products to detect disease in production animals. Dairy develops, designs, manufactures, and distributes products to detect contaminants in dairy products. OPTI Medical develops, designs, manufactures, and distributes point-of-care electrolyte and blood gas analyzers and related consumable products for the human medical diagnostics market. In connection with the restructuring of our pharmaceutical business at the end of 2008, we realigned two of our remaining pharmaceutical product lines to Rapid Assay products within our CAG segment, and realigned the remainder of our pharmaceutical business, which comprised one product line and two out-licensing arrangements, to the Other category. The segment information for the three months ended March 31, 2008 has been restated to conform to our presentation of reportable segments for the three months ended March 31, 2009. Previously, financial information related to the product lines realigned to Rapid Assay and the product line and out-licensing arrangement realigned to Other were included in the pharmaceutical business and reported in our CAG segment.

Items that are not allocated to our operating segments are comprised primarily of corporate research and development expenses that do not align with one of our existing business or service categories, a portion of share-based compensation expense, interest income and expense, and income taxes. We allocate most of our share-based compensation expense to the operating segments. This allocation differs from the actual expense and consequently yields a difference between the total allocated share-based compensation expense and the actual expense for the total company, which is categorized as “unallocated amounts.”

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in our Annual Report on Form 10-K for the year ended December 31, 2008 in Notes 3 and 17.

The following is the segment information (in thousands):

		For the Three Months Ended March 31,
																		Unallocated				Consolidated
		CAG				Water				PAS				Other				Amounts				Total
2009
Revenues		$	193,692			$	15,851			$	18,266			$	8,646			$	—			$	236,455
Income (loss) from operations		$	29,079			$	7,312			$	4,950			$	129			$	(3,029	)		$	38,441
Interest expense, net																							396
Income before provision for income taxes																							38,045
Provision for income taxes																							11,974
Net income																						$	26,071
2008
Revenues		$	202,791			$	16,816			$	21,162			$	8,305			$	—			$	249,074
Income (loss) from operations		$	29,124			$	6,270			$	5,828			$	242			$	(2,745	)		$	38,719
Interest expense, net																							485
Income before provision for income taxes																							38,234
Provision for income taxes																							10,683
Net income																						$	27,551

Revenue by product and service category was as follows (in thousands):

		For the Three Months Ended
		March 31,
		2009				2008
CAG segment revenue:
Instruments and consumables		$	72,235			$	75,610
Rapid assay products			37,677				38,711
Laboratory and consulting services			68,692				70,107
Practice information systems and digital radiography			15,034				15,025
Pharmaceutical products			54				3,338
CAG segment revenue			193,692				202,791
Water segment revenue			15,851				16,816
PAS segment revenue			18,266				21,162
Other segment revenue			8,646				8,305
Total revenue		$	236,455			$	249,074

NOTE 15. FAIR VALUE MEASUREMENTS

On January 1, 2008, we adopted the provisions of SFAS No. 157 for our financial assets and liabilities. We adopted the provisions of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, which were previously deferred by FSP No. SFAS 157-2, on January 1, 2009. SFAS No. 157 provides a framework for measuring fair value under U.S. GAAP and requires expanded disclosures regarding fair value measurements. SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

SFAS No. 157 describes three levels of inputs that may be used to measure fair value:

Level 1		Quoted prices in active markets for identical assets or liabilities. Our Level 1 assets and liabilities include investments in money market funds and marketable securities related to a deferred compensation plan assumed in a business combination. The liabilities associated with this plan relate to deferred compensation, which is indexed to the performance of the underlying investments.
Level 2		Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Our Level 2 assets include unrealized gains and losses on foreign currency and interest rate hedge contracts, respectively.
Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. At March 31, 2009, we had no Level 3 assets or liabilities.

The following tables set forth our financial assets and liabilities that were measured at fair value on a recurring basis at March 31, 2009 and December 31, 2008 by level within the fair value hierarchy. We did not have any nonfinancial assets or nonfinancial liabilities falling under the scope of FSP No. SFAS 157-2 which required remeasurement during the three months ended March 31, 2009. As required by SFAS No. 157, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability (in thousands):

		Quoted Prices				Significant
		in Active				Other				Significant
		Markets for				Observable				Unobservable
		Identical Assets				Inputs				Inputs				Balance at
		(Level 1)				(Level 2)				(Level 3)				March 31, 2009
Assets
Marketable securities (1)		$	1,294			$	—			$	—			$	1,294
Money market funds (2)			2,004				—				—				2,004
Foreign currency exchange contracts (3)			—				8,067				—				8,067
Liabilities
Deferred compensation (4)			1,294				—				—				1,294
Interest rate swaps (5)			—				338				—				338

		Quoted Prices				Significant
		in Active				Other				Significant
		Markets for				Observable				Unobservable
		Identical Assets				Inputs				Inputs				Balance at
		(Level 1)				(Level 2)				(Level 3)				December 31, 2008
Assets
Marketable securities (1)		$	1,384			$	—			$	—			$	1,384
Money market funds (2)			9,017				—				—				9,017
Foreign currency exchange contracts (3)			—				9,932				—				9,932
Liabilities
Deferred compensation (4)			1,384				—				—				1,384

NOTE 16. DERIVATIVE INSTRUMENTS AND HEDGING

On January 1, 2009, we adopted the provisions of SFAS No. 161, which requires entities to provide greater transparency in interim and annual financial statements about how and why the entity uses derivative instruments, how the instruments and related hedged items are accounted for under SFAS No. 133, and how the instruments and related hedged items affect the financial position, results of operations, and cash flows of the entity.

We are exposed to certain risks related to our ongoing business operations. The primary risks that we manage by using derivative instruments are foreign currency exchange risk and interest rate risk. Our subsidiaries enter into foreign currency exchange contracts to manage the exchange risk associated with their forecasted intercompany inventory purchases for the next year. From time to time, we may also enter into foreign currency exchange contracts to minimize the impact of foreign currency fluctuations associated with specific, significant transactions. Interest rate swaps are entered into to manage interest rate risk associated with our variable-rate debt.

SFAS No. 133 requires that derivative instruments be recognized on the balance sheet as either assets or liabilities at fair value. We have designated our forward currency exchange contracts and variable-to-fixed interest rate swaps as cash flow hedges.

Cash Flow Hedges

For derivative instruments that are designated as hedges, changes in the fair value of the derivative are recognized in other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. We de-designate derivative instruments from hedge accounting when the probability of the hedged transaction occurring becomes less than probable, but remains reasonably possible. For de-designated instruments, the gain or loss from the time of de-designation through maturity of the instrument is recognized in earnings. Any gain or loss in other comprehensive income at the time of de-designation is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. There was no gain or loss recognized in earnings related to de-designated instruments during the three months ended March 31, 2009 or 2008. We immediately record in earnings the extent to which a hedge is not effective in achieving offsetting changes in fair value of the hedged item. There was no gain or loss recognized in earnings related to hedge ineffectiveness during the three months ended March 31, 2009 or 2008. At March 31, 2009 the estimated net amount of gains that are expected to be reclassified out of accumulated other comprehensive income and into earnings within the next 12 months is $7.9 million.

We enter into currency exchange contracts for amounts that are less than the full value of forecasted intercompany sales. Our hedging strategy related to intercompany inventory purchases provides that we employ the full amount of our hedges for the succeeding year at the conclusion of our budgeting process for that year, which is complete by the end of the preceding year. Quarterly, we enter into contracts to hedge incremental portions of anticipated foreign currency transactions for the following year. Accordingly, our risk with respect to foreign currency exchange rate fluctuations may vary throughout each annual cycle.

The primary purpose of our foreign currency hedging activities is to protect against the volatility associated with foreign currency transactions. We also utilize natural hedges to mitigate our transaction and commitment exposures. Our corporate policy prescribes the range of allowable hedging activity. We enter into exchange contracts with large multinational financial institutions and we do not hold or engage in transactions involving derivative instruments for purposes other than risk management. Our accounting policies for these contracts are based on our designation of such instruments as hedging transactions. Market gains and losses are deferred in other current or long-term assets or accruals, as appropriate, until the contract matures, which is the period when the related obligation is settled. We primarily utilize forward exchange contracts with durations of less than 21 months.

In March 2009, we entered into two forward fixed interest rate swap agreements to manage the economic effect of variable interest obligations on amounts borrowed under the terms of our Credit Facility. Under these agreements, the variable interest rate associated with $80 million of borrowings outstanding beginning on March 31, 2010 will effectively become fixed at 2% plus the Credit Spread through March 30, 2012. The critical terms of the interest rate swap agreements match the critical terms of the underlying borrowings, including notional amounts, underlying market indices, interest rate reset dates and maturity dates.

The notional amount of foreign currency contracts to hedge forecasted intercompany sales consisted of the following (in thousands):

		U.S. Dollar Equivalent
		March 31,				December 31,				March 31,
Currency Sold		2009				2008				2008
Euro		$	48,843			$	44,907			$	51,132
British Pound			23,541				20,540				20,804
Canadian Dollar			24,740				16,960				14,420
Australian Dollar			6,414				3,641				5,350
Swiss Franc			—				—				854
Japanese Yen			7,253				6,318				4,755
		$	110,791			$	92,366			$	97,315

		U.S. Dollar Equivalent
		March 31,				December 31,				March 31,
Currency Purchased		2009				2008				2008
Swiss Franc		$	7,306			$	5,383			$	5,279
Japanese Yen			—				—				221
		$	7,306			$	5,383			$	5,500

The notional amount of forward fixed interest rate swap agreements to manage variable interest obligations consisted of the following (in thousands):

		U.S. Dollar Equivalent
		March 31,				December 31,				March 31,
		2009				2008				2008
Interest rate swap		$	80,000			$	—			$	—

The fair values of derivative instruments and their respective classification in the condensed consolidated balance sheet consisted of the following (in thousands):

Asset Derivatives

March 31, 2009

December 31, 2008

Balance Sheet

Balance Sheet

Classification

Fair Value

Classification

Fair Value

Derivatives designated as hedging instruments under SFAS No. 133

Foreign exchange contracts

Other current assets

$

8,022

Other current assets

$

9,932

Derivatives not designated as hedging instruments under SFAS No. 133 (1)

Foreign exchange contracts

Other current assets

45

Other current assets

—

Total derivative instruments

$

8,067

$

9,932

Liability Derivatives

March 31, 2009

December 31, 2008

Balance Sheet

Balance Sheet

Classification

Fair Value

Classification

Fair Value

Derivatives designated as hedging instruments under SFAS No. 133

Interest rate swaps

Accrued expenses

$

338

Accrued expenses

$

—

The effect of derivative instruments designated as cash flow hedges in accordance with SFAS No. 133 on the condensed consolidated statement of operations for the three months ended March 31, 2009 and 2008 consisted of the following (in thousands):

Classification of Gain (Loss)

Gain (Loss) Reclassified from Accumulated

Reclassified from OCI into

OCI into Income (Effective Portion)

Derivative instruments

Income (Effective Portion)

March 31, 2009

March 31, 2008

Foreign exchange contracts

Cost of revenue

$

4,818

$

(1,755

)

The effect of derivative instruments designated as cash flow hedges in accordance with SFAS No. 133 on the condensed consolidated balance sheet for the three months ended March 31, 2009 and 2008 consisted of the following (in thousands):

		Gain (Loss) Recognized in OCI on Derivative
		Instruments (Effective Portion)
Derivative instruments		March 31, 2009				March 31, 2008
Foreign exchange contracts, net of tax		$	(1,287	)		$	(1,281	)
Interest rate swaps, net of tax			(213	)			—
Total loss, net of tax			(1,500	)			(1,281	)

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

This Quarterly Report on Form 10-Q contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements.” Such forward-looking statements about our business and expectations within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, include statements relating to future revenue growth rates, earnings and other measures of financial performance, the effect of economic downturns on our business performance, demand for our products, realizability of assets, future cash flow and uses of cash, future repurchases of common stock, future levels of indebtedness and capital spending, warranty expense, share-based compensation expense, and competition. Forward-looking statements can be identified by the use of words such as “expects,” “may,” “anticipates,” “intends,” “would,” “will,” “plans,” “believes,” “estimates,” “should,” and similar words and expressions. These forward-looking statements are intended to provide our current expectations or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties as more fully described under the heading “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q. The risks and uncertainties discussed herein do not reflect the potential impact of any mergers, acquisitions or dispositions. In addition, any forward-looking statements represent our estimates only as of the day this Quarterly Report was first filed with the Securities and Exchange Commission and should not be relied upon as representing our estimates as of any subsequent date. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates or expectations change.

• Business Overview

We operate primarily through three business segments: products and services for the veterinary market, which we refer to as our Companion Animal Group (“CAG”), water quality products (“Water”) and products for production animal health, which we refer to as our Production Animal Segment (“PAS”). We also operate two smaller segments that comprise products for dairy quality, which we refer to as Dairy, and products for the human medical diagnostic market, which we refer to as OPTI Medical. In addition, we maintain active research and development programs, some of which may materialize into the development and introduction of new technology, products or services. Financial information about our Dairy and OPTI Medical operating segments and other activities are combined and presented in an “Other” category because they do not meet the quantitative or qualitative thresholds for reportable segments. In connection with the restructuring of our pharmaceutical business at the end of 2008, we realigned two of our remaining pharmaceutical product lines to the Rapid Assay business, which is part of our CAG segment, and realigned the remainder of our pharmaceutical business, which comprised one product line and two out-licensing arrangements, to the Other category. Segment information presented for the three months ended March 31, 2008 has been restated to conform to our presentation of reportable segments for the three months ended March 31, 2009. See Note 14 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for financial information about our segments.

CAG develops, designs, manufactures, and distributes products and performs services for veterinarians. Water develops, designs, manufactures, and distributes products to detect contaminants in water. PAS develops, designs, manufactures, and distributes products to detect diseases in production animals. Dairy develops, designs, manufactures, and distributes products to detect contaminants in dairy products. OPTI Medical develops, designs, manufactures, and distributes point-of-care electrolyte and blood gas analyzers and related consumable products for the human medical diagnostics market.

Items that are not allocated to our operating segments are comprised primarily of corporate research and development expenses that do not align with one of our existing business or service categories, a portion of share-based compensation expense, interest income and expense, and income taxes. We allocate most of our share-based compensation expense to the operating segments. This allocation differs from the actual expense and consequently yields a difference between the total allocated share-based compensation expense and the actual expense for the total company. In our segment disclosure of gross profit, operating expenses and operating income, these amounts are shown under the caption “unallocated amounts.”

Because our instrument consumables and rapid assay products are sold in the U.S. and certain other geographies by distributors, distributor purchasing dynamics have an impact on our reported sales of these products. Distributors purchase products from us and sell them to veterinary practices, who are the end users. Distributor purchasing dynamics may be affected by many factors and may be unrelated to underlying end-user demand for our products. As a result, fluctuations in distributors’ inventories may cause reported results in a period not to be representative of underlying end-user demand. Therefore, we believe it is important to track distributor sales to end users and to distinguish between the impact of end-user demand and the impact of distributor purchasing dynamics on reported revenue growth.

Where growth rates are affected by changes in end-user demand, we refer to the impact of practice-level sales on growth. Where growth rates are affected by distributor purchasing dynamics, we refer to the impact of changes in distributors’ inventories. If during the comparable period of the prior year, distributors’ inventories grew by more than those inventories grew in the current year, then changes in distributors’ inventories have a negative impact on our reported sales growth in the current period. Conversely, if during the comparable period of the prior year, distributors’ inventories grew by less than those inventories grew in the current year, then changes in distributors’ inventories have a positive impact on our reported sales growth in the current period.

Approximately 23% of our revenue is derived from products manufactured in the U.S. and sold internationally. Strengthening of the U.S. dollar relative to other currencies has a negative impact on our international revenues and on margins of products manufactured in the U.S. and sold internationally. In addition, to the extent that the U.S. dollar is stronger in future periods relative to the exchange rates in effect in the corresponding prior periods, our growth rate will be negatively affected. The related impact on foreign currency denominated operating expenses and the impact of foreign currency hedge contracts in place partly offset this exposure. See also the section of this Quarterly Report on Form 10-Q captioned “Quantitative and Qualitative Disclosures About Market Risk.”

We believe that our financial results in the first quarter of 2009 continued to be negatively impacted by economic conditions that weakened over the course of 2008 due, in large part, to fewer patient visits to U.S. and European veterinary clinics for routine screening, preventative care and elective procedures. In the first quarter, we also began to see impacts to capital sales reflecting more cautious spending by veterinarians. These observations are consistent with other market data that is available to us, particularly with respect to changes in patient visits to U.S. veterinary medical hospitals. Beyond our companion animal business, we are also seeing economic impacts to non-regulatory Water testing volumes, driven by a decline in new home construction and reduced consumer willingness to spend on certain luxury items, such as vacation cruises.

While we expect these trends to continue in the near-term, we believe the fundamental drivers of demand in our served markets remain intact and that we will be well positioned to return to more historic growth rates when economies stabilize.

• Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The significant accounting policies used in preparation of these condensed consolidated financial statements for the three months ended March 31, 2009 are consistent with those discussed in Note 3 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2008. The critical accounting policies and the significant judgments and estimates used in the preparation of our condensed consolidated financial statements for the three months ended March 31, 2009 are consistent with those discussed in our Annual Report on Form 10-K for the year ended December 31, 2008 in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”

• Results of Operations

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008

Revenue

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

For the Three Months Ended March 31,
																										Percentage
																										Change Net of
																						Percentage				Acquisitions/
																		Percentage				Change from				Divestitures
Net Revenue										Dollar				Percentage				Change from				Acquisitions/				and Currency
(dollars in thousands)		2009				2008				Change				Change				Currency (1)				Divestitures (2)				Effect
CAG		$	193,692			$	202,791			$	(9,099	)			(4.5	%)			(6.0	%)			(1.6	%)			3.1	%
Water			15,851				16,816				(965	)			(5.7	%)			(8.3	%)			—				2.6	%
PAS			18,266				21,162				(2,896	)			(13.7	%)			(9.7	%)			—				(4.0	%)
Other			8,646				8,305				341				4.1	%			(1.8	%)			—				5.9	%
Total		$	236,455			$	249,074			$	(12,619	)			(5.1	%)			(6.4	%)			(1.3	%)			2.6	%

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

For the Three Months Ended March 31,
																										Percentage
																										Change Net of
																						Percentage				Acquisitions/
																		Percentage				Change from				Divestitures
Net Revenue										Dollar				Percentage				Change from				Acquisitions/				and Currency
(dollars in thousands)		2009				2008				Change				Change				Currency (1)				Divestitures (2)				Effect
Instruments and consumables		$	72,235			$	75,610			$	(3,375	)			(4.5	%)			(7.3	%)			—				2.8	%
Rapid assay products			37,677				38,711				(1,034	)			(2.7	%)			(1.7	%)			—				(1.0	%)
Laboratory and consulting services			68,692				70,107				(1,415	)			(2.0	%)			(7.8	%)			—				5.8	%
Practice information management systems and digital radiography			15,034				15,025				9				0.1	%			(3.0	%)			—				3.1	%
Pharmaceutical products			54				3,338				(3,284	)			(98.4	%)			—				(100.0	%)			1.6	%
Net CAG revenue		$	193,692			$	202,791			$	(9,099	)			(4.5	%)			(6.0	%)			(1.6	%)			3.1	%

The following revenue analysis reflects the results of operations net of the impact of currency exchange rates on sales outside the U.S. and net of incremental sales from businesses acquired or revenues lost from businesses divested subsequent to December 31, 2007.

Instruments and consumables revenue increased due to higher instrument sales volumes and higher average unit sales prices realized on most of our consumable products, primarily on slides that are sold for use in our chemistry analyzers, partly offset by lower consumables sales volume. Higher instrument sales volumes were driven by sales of Catalyst Dx™ chemistry analyzers and SNAPshot Dx^® analyzers, which were both launched at the end of the first quarter of 2008. The increase in volume due to the placements of these instruments was partly offset by a decrease in sales of most of our other IDEXX VetLab^® instruments, due primarily to a shift in focus of our sales team to our newer instruments. The decrease in the volume of consumables was due primarily to reductions in distributor inventories, partly offset by higher volume of sales of consumables used with our newer instruments. Higher instrument service revenue was due to the increase in number of instruments covered under service contracts as our active installed base of instruments continued to increase. The impact from changes in distributors’ inventory levels reduced reported instruments and consumables revenue growth by 3%.

The decrease in rapid assay sales was due to changes in distributor inventories, partially offset by higher practice-level sales. The increase in practice-level sales was due primarily to higher sales volumes of canine combination test products, resulting from customer purchase programs offering promotional discounting on purchases made in the first quarter. The favorable impact that the promotional programs had on sales volume was partly offset by the unfavorable impact of the programs on average unit sales prices. The impact from changes in distributors’ inventory levels reduced reported rapid assay revenue growth by 5%.

The increase in sales of laboratory and consulting services was primarily driven by the impact of price increases.

The increase in sales of practice information management systems and digital radiography resulted primarily from higher sales volumes of companion animal radiography systems and, to a lesser extent, increased sales of hardware and peripheral equipment used with practice information management systems. These favorable impacts were partly offset by lower sales volumes of equine digital radiography systems and lower average unit prices for companion animal radiography systems.

Pharmaceutical revenue was not significant in the first quarter of 2009. In the fourth quarter of 2008, we sold a substantial portion of our pharmaceutical assets and product lines, and therefore will not have recurring pharmaceutical product revenue beyond the first quarter of 2009. We have retained certain intellectual property and licenses for developed products as well as certain less significant product lines, which have been reassigned to other business units.

Water. The decrease in Water revenue resulted primarily from the unfavorable impact of currency exchange rates and lower sales volume of our Colilert^® product, partly offset by higher average unit sales prices. Higher average unit sales prices were attributable to higher relative sales in geographies where products are sold at higher average unit sales prices, and to the impact of first-quarter price increases for certain products sold in the U.S. and other regions. The unfavorable impact of currency exchange rates reduced reported Water revenue by 8%.

Production Animal Segment. The decrease in PAS revenue resulted primarily from the unfavorable impact of currency exchange rates, which reduced reported PAS revenue by 10%, and from lower average unit sales prices for certain bovine tests, partly offset by higher average unit sales prices for our poultry tests.

Other. The increase in Other operating units revenue was due primarily to higher sales volume of OPTI Medical products and of Dairy SNAP^® antibiotic residue tests.

Gross Profit

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

For the Three Months Ended March 31,
Gross Profit						Percent of								Percent of				Dollar				Percentage
(dollars in thousands)		2009				Revenue				2008				Revenue				Change				Change
CAG		$	96,442				49.8	%		$	101,554				50.1	%		$	(5,112	)			(5.0	%)
Water			11,156				70.4	%			10,315				61.3	%			841				8.2	%
PAS			13,108				71.8	%			14,233				67.3	%			(1,125	)			(7.9	%)
Other			3,548				41.0	%			3,558				42.8	%			(10	)			(0.3	%)
Unallocated amounts			179				N/A				176				N/A				3				1.7	%
Total Company		$	124,433				52.6	%		$	129,836				52.1	%		$	(5,403	)			(4.2	%)

Companion Animal Group. Gross profit for CAG decreased due to overall lower sales volume and a slight decrease in the gross profit percentage. The decrease in the gross profit percentage was due primarily to higher costs of instrument service relating to the larger installed base of IDEXX VetLab^® instruments and higher relative sales of lower margin laboratory and consulting services and IDEXX VetLab^® instruments. These unfavorable impacts were partly offset by the favorable impact of foreign currency hedge contracts and the favorable currency impact of foreign currency denominated expenses, net of the unfavorable impact that strengthening of the U.S. Dollar had on sales denominated in foreign currencies, and the impact of higher selling prices.

Water. Gross profit for Water increased due to an increase in the gross profit percentage to 70% from 61%. The increase in the gross profit percentage was due primarily to the favorable impact of foreign currency hedge contracts and the favorable currency impact of foreign currency denominated expenses, net of the unfavorable impact that strengthening of the U.S. Dollar had on sales denominated in foreign currencies. The gross profit percentage was also favorably impacted by the non-recurrence of discrete costs incurred in the first quarter of 2008 in connection with a discontinued project to qualify a second source supplier for certain products, by lower royalty costs, and by higher average unit sales prices.

Production Animal Segment. Gross profit for PAS decreased due to lower sales volume, partly offset by an increase in the gross profit percentage to 72% from 67%. The increase in the gross profit percentage was due primarily to the favorable impact of foreign currency hedge contracts and the favorable currency impact of foreign currency denominated expenses, net of the unfavorable impact that strengthening of the U.S. Dollar had on sales denominated in foreign currencies and, to a lesser extent, to higher relative sales of higher margin products, and to lower royalty costs. These favorable items were partly offset by the impact of revenue recognized in 2008 on shipments prior to January 1, 2008 to a customer for which we recognize revenue on the cash basis of accounting due to uncertain collectibility.

Other. Gross profit for Other operating units decreased slightly as higher sales volumes were predominantly offset by a decrease in the gross profit percentage to 41% from 43%. The decrease in the gross profit percentage was due primarily to comparatively higher costs of production and relatively higher sales of Dairy SNAP^® antibiotic residue tests in geographies where the products are sold at lower unit prices. These unfavorable impacts were partly offset by the favorable impact of foreign currency hedge contracts and the favorable currency impact of foreign currency denominated expenses, net of the unfavorable impact that strengthening of the U.S. Dollar had on sales denominated in foreign currencies.

Operating Expenses and Operating Income

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

For the Three Months Ended March 31,
Operating Expenses						Percent of								Percent of				Dollar				Percentage
(dollars in thousands)		2009				Revenue				2008				Revenue				Change				Change
CAG		$	67,363				34.8	%		$	72,430				35.7	%		$	(5,067	)			(7.0	%)
Water			3,844				24.3	%			4,045				24.1	%			(201	)			(5.0	%)
PAS			8,158				44.7	%			8,405				39.7	%			(247	)			(2.9	%)
Other			3,419				39.5	%			3,316				39.9	%			103				3.1	%
Unallocated amounts			3,208				N/A				2,921				N/A				287				9.8	%
Total Company		$	85,992				36.4	%		$	91,117				36.6	%		$	(5,125	)			(5.6	%)