Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Entity Registrant Name | MESA LABORATORIES INC /CO | |
Entity Central Index Key | 724,004 | |
Trading Symbol | mlab | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 3,603,713 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2015 | Mar. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 5,460,000 | $ 2,034,000 |
Accounts receivable, net | 12,687,000 | 12,145,000 |
Inventories, net | 13,363,000 | 12,420,000 |
Prepaid expenses and other | 1,943,000 | 1,334,000 |
Deferred income taxes | 1,541,000 | 1,689,000 |
Total current assets | 34,994,000 | 29,622,000 |
Property, plant and equipment, net | 14,713,000 | 9,598,000 |
Intangibles, net | 40,794,000 | 33,231,000 |
Goodwill | 65,392,000 | 44,869,000 |
Total assets | 155,893,000 | 117,320,000 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 3,038,000 | 2,503,000 |
Accrued salaries and payroll taxes | 4,021,000 | 4,105,000 |
Unearned revenues | 3,041,000 | 1,314,000 |
Current portion of contingent consideration | 4,892,000 | 1,220,000 |
Other accrued expenses | 5,629,000 | 1,307,000 |
Income taxes payable | 233,000 | 1,208,000 |
Current portion of long-term debt | 3,000,000 | 3,000,000 |
Total current liabilities | 23,854,000 | 14,657,000 |
Deferred income taxes | 4,861,000 | 5,122,000 |
Long-term debt | 43,750,000 | 23,250,000 |
Contingent consideration | 4,480,000 | 812,000 |
Total liabilities | $ 76,945,000 | $ 43,841,000 |
Commitments and Contingencies (Note 7) | ||
Stockholders’ equity: | ||
Common stock, no par value; authorized 25,000,000 shares; issued and outstanding, 3,602,331 and 3,561,540 shares, respectively | $ 19,675,000 | $ 17,751,000 |
Retained earnings | 58,876,000 | 55,962,000 |
Accumulated other comprehensive income (loss) | 397,000 | (234,000) |
Total stockholders’ equity | 78,948,000 | 73,479,000 |
Total liabilities and stockholders’ equity | $ 155,893,000 | $ 117,320,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2015 | Mar. 31, 2015 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares anthorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 3,602,331 | 3,561,540 |
Common stock, shares outstanding (in shares) | 3,602,331 | 3,561,540 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | $ 21,776 | $ 18,540 | $ 39,934 | $ 34,940 |
Cost of revenues | 8,709 | 7,417 | 15,726 | 14,112 |
Gross profit | 13,067 | 11,123 | 24,208 | 20,828 |
Operating expenses | ||||
Selling | 2,288 | 1,342 | 4,087 | 3,405 |
General and administrative | 6,782 | 4,005 | 11,519 | 7,841 |
Research and development | 991 | 876 | 1,954 | 1,627 |
Total operating expenses | 10,061 | 6,223 | 17,560 | 12,873 |
Operating income | 3,006 | 4,900 | 6,648 | 7,955 |
Other expense, net | 213 | 157 | 329 | 319 |
Earnings before income taxes | 2,793 | 4,743 | 6,319 | 7,636 |
Income taxes | 1,041 | 1,683 | 2,261 | 2,695 |
Net income | $ 1,752 | $ 3,060 | $ 4,058 | $ 4,941 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.49 | $ 0.87 | $ 1.13 | $ 1.41 |
Diluted (in dollars per share) | $ 0.47 | $ 0.84 | $ 1.09 | $ 1.35 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 3,598 | 3,508 | 3,587 | 3,504 |
Diluted (in shares) | 3,742 | 3,640 | 3,715 | 3,648 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income | $ 1,752 | $ 3,060 | $ 4,058 | $ 4,941 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation | 603 | 631 | ||
Total comprehensive income | $ 2,355 | $ 3,060 | $ 4,689 | $ 4,941 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 4,058,000 | $ 4,941,000 |
Depreciation and amortization | 3,439,000 | 2,721,000 |
Stock-based compensation | 657,000 | 516,000 |
Loss on disposition of assets | 16,000 | |
Deferred income taxes | (113,000) | |
Foreign currency adjustments | 647,000 | |
Change in assets and liabilities, net of effects of acquisitions | ||
Accounts receivable, net | 668,000 | (1,952,000) |
Inventories, net | (548,000) | (1,515,000) |
Prepaid expenses and other | (609,000) | (682,000) |
Accounts payable | 65,000 | 632,000 |
Accrued liabilities and taxes payable | 2,785,000 | (307,000) |
Unearned revenues | 114,000 | (626,000) |
Contingent consideration | (2,201,000) | |
Net cash provided by operating activities | 8,962,000 | 3,744,000 |
Cash flows from investing activities: | ||
Acquisitions | (30,228,000) | (13,817,000) |
Purchases of property, plant and equipment | (5,035,000) | (908,000) |
Net cash used in investing activities | (25,722,000) | (14,725,000) |
Cash flows from financing activities: | ||
Proceeds from the issuance of debt | 22,500,000 | 18,000,000 |
Payments on debt | (2,000,000) | (8,750,000) |
Dividends | (1,144,000) | (1,052,000) |
Proceeds from the exercise of stock options | 846,000 | 865,000 |
Net cash provided by financing activities | 20,202,000 | 9,063,000 |
Effect of exchange rate changes on cash and cash equivalents | (16,000) | |
Net increase (decrease) in cash and cash equivalents | 3,426,000 | (1,918,000) |
Cash and cash equivalents at beginning of period | 2,034,000 | 5,575,000 |
Cash and cash equivalents at end of period | 5,460,000 | 3,657,000 |
Cash paid for: | ||
Income taxes | 2,862,000 | 1,492,000 |
Interest | 315,000 | 210,000 |
Supplemental non-cash activity: | ||
Repayment of employee loans for stock options | $ 24,000 | |
Contingent consideration as part of an acquisition | $ 9,541,000 |
Note 1 - Description of Busines
Note 1 - Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1 -Description of Business and Summary of Significant Accounting Policies Description of Business Mesa Laboratories, Inc. was incorporated under the laws of the State of Colorado on March 26, 1982. The terms “we,” “us,” “our,” the “Company” or “Mesa” are used in this report to refer collectively to the parent company and the subsidiaries through which our various businesses are actually conducted. We pursue a strategy of focusing primarily on quality control products and services, which are sold into niche markets that are driven by regulatory requirements. We prefer markets that have limited competition where we can establish a commanding presence and achieve high gross margins. We are organized into four divisions across eight physical locations. Our Instruments Division designs, manufactures and markets quality control instruments and disposable products utilized in connection with the healthcare, pharmaceutical, food and beverage, medical device, industrial hygiene, environmental air sampling and semiconductor industries. Our Biological Indicators Division manufactures and markets biological indicators and distributes chemical indicators used to assess the effectiveness of sterilization processes, including steam, hydrogen peroxide, ethylene oxide and radiation, in the hospital, dental, medical device and pharmaceutical industries. Our Continuous Monitoring Division designs, develops and markets systems which are used to monitor various environmental parameters such as temperature, humidity and differential pressure to ensure that critical storage and processing conditions are maintained in hospitals, pharmaceutical and medical device manufacturers, blood banks, pharmacies and a number of other laboratory and industrial environments. Our Cold Chain Division provides parameter monitoring of products in a cold chain, consulting services such as compliance monitoring, packaging development and validation or mapping of transport and storage containers, and thermal packaging products such as coolers, boxes, insulation materials and phase-change products to control temperature during transport. Basis of Presentation The accompanying condensed consolidated balance sheet as of March 31, 2015, has been derived from audited consolidated financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as our annual audited consolidated financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2015. The summary of our significant accounting policies is incorporated by reference to our Annual Report on Form 10-K for the year ended March 31, 2015. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board “(IASB”) issued a jointly converged standard on the recognition of revenue from contracts with customers. The issued guidance converges the criteria for reporting revenues, as well as requiring disclosures sufficient to describe the nature, amount, timing and uncertainty of revenues and cash flows arising from these contracts. Companies can transition to the standard either retrospectively or as a cumulative effective adjustment as of the date of adoption. The new standard is effective for our fiscal year (and interim periods within that year) ending March 31, 2019. We are evaluating the impact of this standard on our condensed consolidated financial statements and disclosures. |
Note 2 - Acquisitions
Note 2 - Acquisitions | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | Note 2 – Acquisition s and Dispositions Acquisitions For the six months ended September 30, 2015, our acquisitions of businesses (net of cash acquired) totaled $30,228,000, which consisted of the following: Infitrak On July 6, 2015, we completed a business combination (the “Infitrak Acquisition”) whereby we acquired all of the common stock of 2396081 Ontario Inc. and its wholly owned operating subsidiary, Infitrak Inc. (collectively “Infitrak”), a company whose business provides consulting, packaging and measuring solutions for cold chain applications. The stock purchase agreement (the “Infitrak Agreement”) includes provisions for both contingent consideration based upon the two year growth in gross profit (as defined in the Earn-Out Agreement) of our cold chain business subsequent to the acquisition and for a holdback payment (subject to a post-closing adjustment), payable at the one year anniversary of the closing date. Under the terms of the Infitrak Agreement, we are required to pay contingent consideration if the gross profit (as defined in the Earn-Out Agreement) for our cold chain business for the two years subsequent to the acquisition meets certain levels. The potential consideration payable ranges from $0 to $15,000,000 CDN (approximately $11,500,000) and is based upon a sliding scale of growth in gross profit (as defined in the Earn-Out Agreement) for year one and year two of 30 to 70 percent and 15 to 75 percent, respectively. Based upon both historical and projected growth rates, we recorded $9,541,000 of contingent consideration payable which represents our best estimate of the amount that will ultimately be paid. After the finalization of our purchase accounting, any changes to the contingent consideration ultimately paid will result in additional income or expense in our condensed consolidated statements of income. We will continue to monitor the results of our cold chain business and we will adjust the contingent liability on a go forward basis, based on then current information. The contingent consideration is payable in two annual installments beginning in the second quarter of our year ending March 31, 2017. We expect to achieve savings and generate growth as we integrate the Infitrak operations and sales and marketing functions. These factors, among others, contributed to a purchase price in excess of the estimated fair value of the net identifiable assets acquired and, as a result, we recorded goodwill in connection with this transaction. The goodwill is not expected to be deductible for tax purposes and it was assigned to our Cold Chain segment. The Infitrak Acquisition constituted the acquisition of a business and was recognized at fair value. Due to the recent nature of the transaction, the purchase price allocation was based upon a preliminary estimated fair value of the assets and liabilities acquired as we are in the process of finalizing our valuation of the assets acquired and liabilities assumed. We determined the preliminary estimated fair values using discounted cash flow analyses and estimates made by management. The following reflects our preliminary allocation of the consideration, subject to customary purchase price adjustments in accordance with the Infitrak Agreement (in thousands): Cash consideration $ 8,748 Holdback payment liability 637 Contingent consideration liability 9,541 Aggregate consideration $ 18,926 Accounts receivable, net $ 925 Inventories, net 310 Property, plant and equipment, net 530 Intangibles, net 5,869 Goodwill 12,529 Accounts payable (470 ) Accrued liabilities (767 ) Total purchase price allocation $ 18,926 The accompanying condensed consolidated statements of income include the results of the Infitrak Acquisition from the acquisition date of July 6, 2015. The pro forma effects of the acquisition on the results of operations as if the acquisition had been completed on April 1, 2015 and 2014, are as follows (in thousands, except per share data): Three Months E nded September 30 , Six Months E nded September 30 , 201 5 201 4 201 5 201 4 Revenues $ 21,858 $ 19,302 $ 41,774 $ 36,465 Net income 1,765 3,150 4,360 5,122 Net Income per common share: Basic $ 0.49 $ 0.90 $ 1.22 $ 1.46 Diluted 0.47 0.87 1.17 1.40 North Bay On August 6, 2015, we completed a business combination (the “North Bay Acquisition”) whereby we acquired substantially all of the assets (other than certain fixed assets) and certain liabilities of the dental sterilizer testing business of North Bay Bioscience, LLC (“North Bay”). The asset purchase agreement (the “North Bay Agreement”) includes a provision for a holdback payment (subject to a post-closing adjustment), payable at the one year anniversary of the closing date. We expect to achieve savings and generate growth as we integrate the North Bay operations and sales and marketing functions. These factors, among others, contributed to a purchase price in excess of the estimated fair value of the net identifiable assets acquired and, as a result, we recorded goodwill in connection with this transaction. The goodwill is expected to be deductible for tax purposes and it was assigned to our Biological Indicators segment. The North Bay Acquisition constituted the acquisition of a business and was recognized at fair value. Due to the recent nature of the transaction, the purchase price allocation was based upon a preliminary estimated fair value of the assets and liabilities acquired as we are in the process of finalizing our valuation of the assets acquired and liabilities assumed. We determined the preliminary estimated fair values using discounted cash flow analyses and estimates made by management. The following reflects our preliminary allocation of the consideration, subject to customary purchase price adjustments in accordance with the North Bay Agreement (in thousands): Cash consideration $ 10,322 Holdback payment liability 1,000 Aggregate consideration $ 11,322 Cash $ 20 Accounts receivable, net 285 Inventories, net 85 Property, plant and equipment, net 229 Intangibles, net 4,454 Goodwill 7,962 Accrued liabilities (100 ) Unearned revenues (1,613 ) Total purchase price allocation $ 11,322 The accompanying condensed consolidated statements of income include the results of the North Bay Acquisition from the acquisition date of August 6, 2015. The pro forma effects of the acquisition on the results of operations as if the acquisition had been completed on April 1, 2015 and 2014, are as follows (in thousands, except per share data): Three Months E nded September 30 , Six Months E nded September 30 , 201 5 201 4 201 5 201 4 Revenues $ 22,124 $ 19,620 $ 41,328 $ 37,100 Net income 1,826 3,210 4,352 5,241 Net Income per common share: Basic $ 0.51 $ 0.91 $ 1.21 $ 1.50 Diluted 0.49 0.88 1.17 1.44 |
Note 3 - Inventories
Note 3 - Inventories | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 3 - Inventories Inventories consist of the following (in thousands): September 30, 2015 March 31, 2015 Raw materials $ 11,641 $ 10,366 Work-in-process 124 530 Finished goods 2,022 1,913 Less: reserve (424 ) (389 ) $ 13,363 $ 12,420 |
Note 4 - Long-Term Debt
Note 4 - Long-Term Debt | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 4 - Long-T erm Debt Long-term debt consists of the following (in thousands): September 30, 2015 March 31, 201 5 Line of credit (1.94% at September 30, 2015) $ 27,500 $ 13,500 Term loan (1.94% at September 30, 2015) 19,250 12,750 Less: current portion (3,000 ) (3,000 ) Long-term portion $ 43,750 $ 23,250 In February 2012, we entered into a three year agreement (the “Credit Facility”) for a $20,000,000 revolving line of credit (“Line of Credit”) and up to $1,000,000 of letters of credit. Funds from the Credit Facility were used for general working capital and corporate needs, retiring existing debt, or to support acquisitions and capital expenditures. In April 2014, the Credit Facility was amended to include a $15,000,000 term loan (the “Initial Term Loan”) and to extend the maturity date of the Credit Facility to June 30, 2017. On July 1, 2015, we further amended our Credit Facility to extend the maturity date to June 30, 2020, increase the Line of Credit to $50,000,000 and establish a new $20,000,000 term loan (the “Term Loan”). The majority of the proceeds from the Term Loan were used to pay down the remaining $12,000,000 balance of the Initial Term Loan. The remaining $8,000,000 was combined with a $1,000,000 draw under the Line of Credit to fund the Infitrak Acquisition (see Note 2). Under the Line of Credit, indebtedness bears interest at either: (1) LIBOR, as defined, plus an applicable margin ranging from 1.5% to 2.25%; or (2) the bank’s commercial bank floating rate (“CBFR”), which is the bank’s prime rate adjusted down by 0.5%. We elect the interest rate with each borrowing under the line of credit. In addition, there is an unused line fee of 0.25%. Letter of credit fees are based on the applicable LIBOR rate. The Term Loan bears interest at LIBOR, as defined, plus an applicable margin ranging from 1.5% to 2.25% and requires 20 quarterly principal payments (the first due date was July 15, 2015) in the amount of $750,000 with the remaining balance of principal and accrued interest due on June 30, 2020. The Credit Facility is secured by all of our assets and requires us to maintain a ratio of funded debt to our trailing four quarters of EBIDTA, as defined, of 3.25 to 1.0 through March 31, 2016 and 3.0 to 1.0 thereafter, and a minimum fixed charge coverage ratio of 1.35 to 1.0. We were in compliance with the required covenants at September 30, 2015. As of September 30, 2015, future contractual maturities of debt as are as follows (in thousands): Year E nding March 31, 2016 $ 1,500 2017 3,000 2018 3,000 2019 3,000 2020 3,000 Thereafter 33,250 $ 46,750 In October 2015, we made a $750,000 required principle payment on the Term Loan and we borrowed $2,000,000 under the Line of Credit to fund a litigation settlement payment (see Note 7). |
Note 5 - Stock-Based Compensati
Note 5 - Stock-Based Compensation | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 5 - Stock-B ased Compensation Amounts recognized in the condensed consolidated financial statements related to stock-based compensation are as follows (in thousands, except per share data): Three Months E nded September 30 , Six Months E nded September 30 , 2015 2014 2015 2014 Total cost of stock-based compensation charged against income before income taxes $ 330 $ 237 $ 657 $ 516 Amount of income tax benefit recognized in earnings 123 84 235 182 Amount charged against net income $ 207 $ 153 $ 422 $ 334 Impact on net income per common share: Basic $ 0.06 $ 0.04 $ 0.12 $ 0.10 Diluted 0.06 0.04 $ 0.11 0.09 Stock-based compensation expense is included in cost of revenues, selling, and general and administrative expense in the accompanying condensed consolidated statements of income. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model (“Black-Scholes”). We use historical data to estimate the expected price volatility, the expected stock option life and expected forfeiture rate. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant for the estimated life of the stock option. The dividend yield is calculated based upon the dividend payments made during the prior four quarters as a percent of the average stock price for that period. The following is a summary of stock option activity for the six months ended September 30, 2015: Number of Weighted- A verage Exercise Price per Share Weighted- A verage Remaining Contractual Term Aggregate Intrinsic Value (000s) Outstanding at March 31, 2015 437,248 $ 55.81 4.9 $ 9,445 Stock options granted 180,050 72.18 7.3 Stock options forfeited (11,989 ) 77.29 7.6 Stock options expired -- -- Stock options exercised (49,822 ) 38.56 Outstanding at September 30, 2015 555,487 62.20 5.5 27,330 Exercisable at September 30, 2015 189,816 40.93 3.7 13,376 The total intrinsic value of stock options exercised was $2,759,463 and $1,516,000 for the six months ended September 30, 2015 and 2014, respectively. A summary of the status of our unvested stock option shares as of September 30, 2015 is as follows: Number of Weighted- A verage Grant-Date Fair Value Unvested at March 31, 2015 274,038 $ 18.42 Stock options granted 180,050 18.5 Stock options forfeited (11,989 ) 19.63 Stock options vested (76,428 ) 14.56 Unvested at September 30, 2015 365,671 19.23 As of September 30, 2015, there was $5,214,386 of total unrecognized compensation expense related to unvested stock options. As of September 30, 2015, we have 917,610 shares available for future stock option grants. |
Note 6 - Net Income Per Share
Note 6 - Net Income Per Share | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 6 - Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted net income per share is computed similarly to basic net income per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. The following table presents a reconciliation of the denominators used in the computation of net income per share - basic and diluted (in thousands, except per share data): Three M onths E nded September 30 , Six M onths E nded September 30 , 2015 201 4 2015 2014 Net income available for shareholders $ 1,752 $ 3,060 $ 4,058 $ 4,941 Weighted average outstanding shares of common stock 3,598 3,508 3,587 3,504 Dilutive effect of stock options 144 132 128 144 Common stock and equivalents 3,742 3,640 3,715 3,648 Net income per share: Basic $ 0.49 $ 0.87 $ 1.13 $ 1.41 Diluted 0.47 0.84 1.09 1.35 For both the three and six months ended September 30, 2015, $136,000 and $135,000 outstanding stock options, respectively, were excluded from the calculation of diluted net income per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and, therefore, their inclusion would have been anti-dilutive. For both the three and six months ended September 30, 2014, 156,000 and zero outstanding stock options, respectively, were excluded from the calculation of diluted net income per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and, therefore, their inclusion would have been anti-dilutive. |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 7- Commitments and Contingencies Under the terms of the Amega Agreement, we were required to pay contingent consideration (the “Amega Earn-Out”) if the cumulative revenues for our Continuous Monitoring Division for the three years subsequent to the acquisition met certain levels. The potential consideration payable ranged from $0 to $10,000,000 and was based upon a sliding scale of three-year cumulative revenues between $31,625,000 and $43,500,000. Based upon both historical and projected growth rates, we recorded $500,000 of contingent consideration payable which represented our best estimate of the amount that would ultimately be paid. Any changes to the contingent consideration ultimately paid would have resulted in additional income or expense in our condensed consolidated statements of income. The contingent consideration was payable in the third quarter of our year ending March 31, 2017. In November 2014, Amega and its owner Anthony Amato (“Amato”) filed a complaint ( Anthony Amato and Amega Scientific Corporation v. Mesa Laboratories, Inc., Civil Action No. 1:14-cv-03228 In October 2015, we entered into a settlement agreement (the “Amato Settlement”) whereby we paid Amato $3,165,000. In exchange, Amato agreed to dismiss the complaint, release Mesa of any and all claims by Amega and Amato, and relieve us of any future payment obligation under the Amega Earn-Out. Insurance covered $415,000 of the settlement payment while we had $1,041,000 accrued on our condensed consolidated balance sheet remaining from the original hold back and contingent consideration payable. The remaining $1,709,000 was recorded as general and administrative expense in the accompanying condensed consolidated statements of income for the three and six months ended September 30, 2015. Under the terms of the PCD Agreement, we are required to pay contingent consideration if the cumulative revenues for our process challenge device business for the three years subsequent to the acquisition meet certain levels. The potential consideration payable ranges from $0 to $1,500,000 and is based upon a sliding scale of three-year cumulative revenues between $9,900,000 and $12,600,000. Based upon both historical and projected growth rates, we recorded $300,000 of contingent consideration payable which represented our best estimate of the amount that will ultimately be paid. The contingent consideration is payable in our quarter ending December 31, 2015 (based upon the current run rate projected over the entire three-year contingent consideration period) and is subject to modification at the end of the earn-out period based upon the actual revenues earned over the contingent consideration period. Any changes to the contingent consideration ultimately paid will result in additional income or expense in our condensed consolidated statements of income. We will continue to monitor the results of our process challenge device business and we will adjust the contingent liability on a go forward basis, based on then current information. A company is required to collect and remit state sales tax from certain of its customers if that company is determined to have “nexus” in a particular state. The determination of nexus varies state by state and often requires knowledge of each jurisdiction’s tax case law. During the year ended March 31, 2013, we determined that there are states in which we most likely had established nexus during prior periods without properly collecting and remitting sales tax. We recorded an estimate of $100,000 associated with one specific state but we were unable to estimate our remaining exposure at that time. During the year ended March 31, 2014, we completed our analysis associated with the remaining states and we recorded an estimate of $1,408,000, which was included in other accrued expenses on the consolidated balance sheets and in general and administrative expense on the consolidated statements of income for the year ended March 31, 2014. That estimate was based upon facts and circumstances known at such time and our ultimate liability was subject to change as further analysis is completed and state sales tax returns are filed. During the year ended March 31, 2015 we successfully completed and filed several state sales tax returns which concluded our obligation for historical sales taxes in those states. In addition we continued to work through the process in the remaining states. As a result of this work, we determined that our exposure had increased above and beyond our original accrual and as a result, we recorded an additional accrual of $460,000 during the year ended March 31, 2015. During the six months ended September 30, 2015 we successfully completed and filed additional state sales tax returns which concluded our obligation for historical sales taxes in those remaining states. |
Note 8 - Comprehensive Income
Note 8 - Comprehensive Income | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | Note 8 – Comprehensive Income The following table summarizes the changes in each component of accumulated other comprehensive income (“AOCI”), net of tax (in thousands): Foreign Currency Translation AOCI Balance at June 30, 2015 $ (206 ) $ (206 ) Quarter ended September 30, 2015: Unrealized gain arising during the period 603 603 Balance at September 30, 2015 $ 397 $ 397 Foreign Currency Translation AOCI Balance at June 30, 2014 $ -- $ -- Quarter ended September 30, 2014: Unrealized gain arising during the period -- -- Balance at September 30, 2014 $ -- $ -- Foreign Currency Translation AOCI Balance at March 31, 2015 $ (234 ) $ (234 ) Six months ended September 30, 2015: Unrealized gain arising during the period 631 631 Balance at September 30, 2015 $ 397 $ 397 Foreign Currency Translation AOCI Balance at March 31, 2014 $ -- $ -- Six months ended September 30, 2014: Unrealized gain arising during the period -- -- Balance at September 30, 2014 $ -- $ -- |
Note 9 - Segment Information
Note 9 - Segment Information | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 9 - Segment Information We have four reporting segments: Biological Indicators, Instruments, Continuous Monitoring and Cold Chain. The following tables set forth our segment information (in thousands): Three Months Ended September 30, 2015 Biological Indicators Instruments Continuous Monitoring Cold Chain Total Revenues $ 8,482 $ 9,228 $ 2,226 $ 1,840 $ 21,776 Gross profit $ 5,539 $ 5,705 $ 955 $ 868 $ 13,067 Selling expenses 507 1,210 508 63 2,288 $ 5,032 $ 4,495 $ 447 $ 805 10,779 Reconciling items (1) (7,986 ) Earnings before income taxes $ 2,793 Three Months Ended September 30, 2014 Biological Indicators Instruments Continuous Monitoring Cold Chain Total Revenues $ 6,441 $ 9,065 $ 3,034 $ -- $ 18,540 Gross profit $ 4,051 $ 5,455 $ 1,617 $ -- $ 11,123 Selling expenses 368 829 145 -- 1,342 $ 3,683 $ 4,626 $ 1,472 $ -- 9,781 Reconciling items (1) (5,038 ) Earnings before income taxes $ 4,743 Six Months Ended September 30, 2015 Biological Indicators Instruments Continuous Monitoring Cold Chain Total Revenues $ 15,718 $ 17,559 $ 4,817 $ 1,840 $ 39,934 Gross profit $ 10,288 $ 11,060 $ 1,992 $ 868 $ 24,208 Selling expenses 867 2,191 966 63 4,087 $ 9,421 $ 8,869 $ 1,026 $ 805 20,121 Reconciling items (1) (13,802 ) Earnings before income taxes $ 6,319 Page 12 Six Months Ended September 30, 2014 Biological Indicators Instruments Continuous Monitoring Cold Chain Total Revenues $ 12,858 $ 16,750 $ 5,332 $ -- $ 34,940 Gross profit $ 7,835 $ 10,382 $ 2,611 $ -- $ 20,828 Selling expenses 772 1,821 812 -- 3,405 $ 7,063 $ 8,561 $ 1,799 $ -- 17,423 Reconciling items (1) (9,787 ) Earnings before income taxes $ 7,636 (1) September 30, 2015 March 31, 201 5 Total assets Biological Indicators $ 51,641 $ 36,304 Instruments 44,952 44,401 Continuous Monitoring 30,339 31,558 Cold Chain 20,017 -- Corporate and administrative 8,944 5,057 $ 155,893 $ 117,320 All long-lived assets are located in the United States except for $4,359,000 and $18,690,000 which are associated with our French and Canadian subsidiaries, respectively. Revenues from external customers are attributed to individual countries based upon locations to which the product is shipped or exported, as follows (in thousands): Three M onths E nded September 30 , Six Months Ended September 30, 201 5 2014 2015 2014 Net revenues from unaffiliated customers: United States $ 12,529 $ 9,698 $ 24,723 $ 18,189 Foreign 9,247 8,842 15,211 16,751 $ 21,776 $ 18,540 $ 39,934 $ 34,940 No foreign country exceeds 10% of total revenues other than Canada, which represents 10.6% of revenues for the three months ended September 30, 2015. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 10 – Income Taxes For interim income tax reporting, we estimate our annual effective tax rate and apply this effective tax rate to our year to date pre-tax income. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, settlement with taxing authorities and foreign currency fluctuations. Our effective income tax rate was 37.3 and 35.5 percent for the three months ended September 30, 2015 and 2014, respectively and 35.8 and 35.3 percent for the six months ended September 30, 2015 and 2014, respectively. The effective tax rate for the three and six months ended September 30, 2015 differed from the statutory federal rate of 35 percent primarily as a result of the impact of state income taxes and certain discrete period items. We anticipate that our effective tax rate for the year ending March 31, 2016 will approximate 35 to 37 percent. |
Note 11 - Subsequent Event
Note 11 - Subsequent Event | 6 Months Ended |
Sep. 30, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 11 - Subsequent Event In October 2015, our Board of Directors declared a quarterly cash dividend of $0.16 per share of common stock, payable on December 15, 2015, to shareholders of record at the close of business on November 30, 2015. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying condensed consolidated balance sheet as of March 31, 2015, has been derived from audited consolidated financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as our annual audited consolidated financial statements and in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. In the opinion of management, such unaudited information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of this interim information. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year. The information included in this report should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2015. The summary of our significant accounting policies is incorporated by reference to our Annual Report on Form 10-K for the year ended March 31, 2015. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) and International Accounting Standards Board “(IASB”) issued a jointly converged standard on the recognition of revenue from contracts with customers. The issued guidance converges the criteria for reporting revenues, as well as requiring disclosures sufficient to describe the nature, amount, timing and uncertainty of revenues and cash flows arising from these contracts. Companies can transition to the standard either retrospectively or as a cumulative effective adjustment as of the date of adoption. The new standard is effective for our fiscal year (and interim periods within that year) ending March 31, 2019. We are evaluating the impact of this standard on our condensed consolidated financial statements and disclosures. |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash consideration $ 8,748 Holdback payment liability 637 Contingent consideration liability 9,541 Aggregate consideration $ 18,926 Accounts receivable, net $ 925 Inventories, net 310 Property, plant and equipment, net 530 Intangibles, net 5,869 Goodwill 12,529 Accounts payable (470 ) Accrued liabilities (767 ) Total purchase price allocation $ 18,926 Cash consideration $ 10,322 Holdback payment liability 1,000 Aggregate consideration $ 11,322 Cash $ 20 Accounts receivable, net 285 Inventories, net 85 Property, plant and equipment, net 229 Intangibles, net 4,454 Goodwill 7,962 Accrued liabilities (100 ) Unearned revenues (1,613 ) Total purchase price allocation $ 11,322 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months E nded September 30 , Six Months E nded September 30 , 201 5 201 4 201 5 201 4 Revenues $ 21,858 $ 19,302 $ 41,774 $ 36,465 Net income 1,765 3,150 4,360 5,122 Net Income per common share: Basic $ 0.49 $ 0.90 $ 1.22 $ 1.46 Diluted 0.47 0.87 1.17 1.40 Three Months E nded September 30 , Six Months E nded September 30 , 201 5 201 4 201 5 201 4 Revenues $ 22,124 $ 19,620 $ 41,328 $ 37,100 Net income 1,826 3,210 4,352 5,241 Net Income per common share: Basic $ 0.51 $ 0.91 $ 1.21 $ 1.50 Diluted 0.49 0.88 1.17 1.44 |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | September 30, 2015 March 31, 2015 Raw materials $ 11,641 $ 10,366 Work-in-process 124 530 Finished goods 2,022 1,913 Less: reserve (424 ) (389 ) $ 13,363 $ 12,420 |
Note 4 - Long-Term Debt (Tables
Note 4 - Long-Term Debt (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | September 30, 2015 March 31, 201 5 Line of credit (1.94% at September 30, 2015) $ 27,500 $ 13,500 Term loan (1.94% at September 30, 2015) 19,250 12,750 Less: current portion (3,000 ) (3,000 ) Long-term portion $ 43,750 $ 23,250 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year E nding March 31, 2016 $ 1,500 2017 3,000 2018 3,000 2019 3,000 2020 3,000 Thereafter 33,250 $ 46,750 |
Note 5 - Stock-Based Compensa22
Note 5 - Stock-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months E nded September 30 , Six Months E nded September 30 , 2015 2014 2015 2014 Total cost of stock-based compensation charged against income before income taxes $ 330 $ 237 $ 657 $ 516 Amount of income tax benefit recognized in earnings 123 84 235 182 Amount charged against net income $ 207 $ 153 $ 422 $ 334 Impact on net income per common share: Basic $ 0.06 $ 0.04 $ 0.12 $ 0.10 Diluted 0.06 0.04 $ 0.11 0.09 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted- A verage Exercise Price per Share Weighted- A verage Remaining Contractual Term Aggregate Intrinsic Value (000s) Outstanding at March 31, 2015 437,248 $ 55.81 4.9 $ 9,445 Stock options granted 180,050 72.18 7.3 Stock options forfeited (11,989 ) 77.29 7.6 Stock options expired -- -- Stock options exercised (49,822 ) 38.56 Outstanding at September 30, 2015 555,487 62.20 5.5 27,330 Exercisable at September 30, 2015 189,816 40.93 3.7 13,376 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Number of Weighted- A verage Grant-Date Fair Value Unvested at March 31, 2015 274,038 $ 18.42 Stock options granted 180,050 18.5 Stock options forfeited (11,989 ) 19.63 Stock options vested (76,428 ) 14.56 Unvested at September 30, 2015 365,671 19.23 |
Note 6 - Net Income Per Share (
Note 6 - Net Income Per Share (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three M onths E nded September 30 , Six M onths E nded September 30 , 2015 201 4 2015 2014 Net income available for shareholders $ 1,752 $ 3,060 $ 4,058 $ 4,941 Weighted average outstanding shares of common stock 3,598 3,508 3,587 3,504 Dilutive effect of stock options 144 132 128 144 Common stock and equivalents 3,742 3,640 3,715 3,648 Net income per share: Basic $ 0.49 $ 0.87 $ 1.13 $ 1.41 Diluted 0.47 0.84 1.09 1.35 |
Note 8 - Comprehensive Income (
Note 8 - Comprehensive Income (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Foreign Currency Translation AOCI Balance at June 30, 2015 $ (206 ) $ (206 ) Quarter ended September 30, 2015: Unrealized gain arising during the period 603 603 Balance at September 30, 2015 $ 397 $ 397 Foreign Currency Translation AOCI Balance at June 30, 2014 $ -- $ -- Quarter ended September 30, 2014: Unrealized gain arising during the period -- -- Balance at September 30, 2014 $ -- $ -- Foreign Currency Translation AOCI Balance at March 31, 2015 $ (234 ) $ (234 ) Six months ended September 30, 2015: Unrealized gain arising during the period 631 631 Balance at September 30, 2015 $ 397 $ 397 Foreign Currency Translation AOCI Balance at March 31, 2014 $ -- $ -- Six months ended September 30, 2014: Unrealized gain arising during the period -- -- Balance at September 30, 2014 $ -- $ -- |
Note 9 - Segment Information (T
Note 9 - Segment Information (Tables) | 6 Months Ended |
Sep. 30, 2015 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, 2015 Biological Indicators Instruments Continuous Monitoring Cold Chain Total Revenues $ 8,482 $ 9,228 $ 2,226 $ 1,840 $ 21,776 Gross profit $ 5,539 $ 5,705 $ 955 $ 868 $ 13,067 Selling expenses 507 1,210 508 63 2,288 $ 5,032 $ 4,495 $ 447 $ 805 10,779 Reconciling items (1) (7,986 ) Earnings before income taxes $ 2,793 Three Months Ended September 30, 2014 Biological Indicators Instruments Continuous Monitoring Cold Chain Total Revenues $ 6,441 $ 9,065 $ 3,034 $ -- $ 18,540 Gross profit $ 4,051 $ 5,455 $ 1,617 $ -- $ 11,123 Selling expenses 368 829 145 -- 1,342 $ 3,683 $ 4,626 $ 1,472 $ -- 9,781 Reconciling items (1) (5,038 ) Earnings before income taxes $ 4,743 Six Months Ended September 30, 2015 Biological Indicators Instruments Continuous Monitoring Cold Chain Total Revenues $ 15,718 $ 17,559 $ 4,817 $ 1,840 $ 39,934 Gross profit $ 10,288 $ 11,060 $ 1,992 $ 868 $ 24,208 Selling expenses 867 2,191 966 63 4,087 $ 9,421 $ 8,869 $ 1,026 $ 805 20,121 Reconciling items (1) (13,802 ) Earnings before income taxes $ 6,319 Six Months Ended September 30, 2014 Biological Indicators Instruments Continuous Monitoring Cold Chain Total Revenues $ 12,858 $ 16,750 $ 5,332 $ -- $ 34,940 Gross profit $ 7,835 $ 10,382 $ 2,611 $ -- $ 20,828 Selling expenses 772 1,821 812 -- 3,405 $ 7,063 $ 8,561 $ 1,799 $ -- 17,423 Reconciling items (1) (9,787 ) Earnings before income taxes $ 7,636 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | September 30, 2015 March 31, 201 5 Total assets Biological Indicators $ 51,641 $ 36,304 Instruments 44,952 44,401 Continuous Monitoring 30,339 31,558 Cold Chain 20,017 -- Corporate and administrative 8,944 5,057 $ 155,893 $ 117,320 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Three M onths E nded September 30 , Six Months Ended September 30, 201 5 2014 2015 2014 Net revenues from unaffiliated customers: United States $ 12,529 $ 9,698 $ 24,723 $ 18,189 Foreign 9,247 8,842 15,211 16,751 $ 21,776 $ 18,540 $ 39,934 $ 34,940 |
Note 1 - Description of Busin26
Note 1 - Description of Business and Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended |
Sep. 30, 2015 | |
Number of Operating Segments | 4 |
Number of Physical Locations in Which Entity is Organized | 8 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) | 6 Months Ended | ||||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Jul. 06, 2015CAD | Jul. 06, 2015USD ($) | Mar. 31, 2015USD ($) | |
Infitrak Acquisition [Member] | Minimum [Member] | Contingent Consideration Year 1 [Member] | |||||
Business Combination, Contingent Consideration, Sliding Scale of Growth | 30.00% | 30.00% | |||
Infitrak Acquisition [Member] | Minimum [Member] | Contingent Consideration Year 2 [Member] | |||||
Business Combination, Contingent Consideration, Sliding Scale of Growth | 15.00% | 15.00% | |||
Infitrak Acquisition [Member] | Maximum [Member] | Contingent Consideration Year 1 [Member] | |||||
Business Combination, Contingent Consideration, Sliding Scale of Growth | 70.00% | 70.00% | |||
Infitrak Acquisition [Member] | Maximum [Member] | Contingent Consideration Year 2 [Member] | |||||
Business Combination, Contingent Consideration, Sliding Scale of Growth | 75.00% | 75.00% | |||
Infitrak Acquisition [Member] | |||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 0 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | CAD 15,000,000 | 11,500,000 | |||
Business Combination, Contingent Consideration, Liability | $ 9,541,000 | ||||
Business Combination, Contingent Consideration, Payment Installments | 2 | 2 | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 30,228,000 | $ 13,817,000 | |||
Business Combination, Contingent Consideration, Liability | $ 4,480,000 | $ 812,000 |
Note 2 - Acquisitions and Dispo
Note 2 - Acquisitions and Dispositions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Aug. 06, 2015 | Jul. 06, 2015 |
Infitrak Acquisition [Member] | ||
Cash consideration | $ 8,748 | |
Holdback payment liability | 637 | |
Contingent consideration liability | 9,541 | |
Aggregate consideration | 18,926 | |
Accounts receivable, net | 925 | |
Inventories, net | 310 | |
Property, plant and equipment, net | 530 | |
Intangibles, net | 5,869 | |
Goodwill | 12,529 | |
Accounts payable | 470 | |
Accrued liabilities | 767 | |
Total purchase price allocation | $ 18,926 | |
North Bay Acquisition [Member] | ||
Cash consideration | $ 10,322 | |
Holdback payment liability | 1,000 | |
Aggregate consideration | 11,322 | |
Accounts receivable, net | 285 | |
Inventories, net | 85 | |
Property, plant and equipment, net | 229 | |
Intangibles, net | 4,454 | |
Goodwill | 7,962 | |
Accrued liabilities | 100 | |
Total purchase price allocation | 11,322 | |
Cash | 20 | |
Unearned revenues | $ 1,613 |
Note 2 - Acquisitions and Dis29
Note 2 - Acquisitions and Dispositions - Pro Forma Effects (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Infitrak Acquisition [Member] | ||||
Revenues | $ 21,858 | $ 19,302 | $ 41,774 | $ 36,465 |
Net income | $ 1,765 | $ 3,150 | $ 4,360 | $ 5,122 |
Net Income per common share: | ||||
Basic (in dollars per share) | $ 0.49 | $ 0.90 | $ 1.22 | $ 1.46 |
Diluted (in dollars per share) | $ 0.47 | $ 0.87 | $ 1.17 | $ 1.40 |
Revenues | $ 21,858 | $ 19,302 | $ 41,774 | $ 36,465 |
Net income | 1,765 | 3,150 | 4,360 | 5,122 |
North Bay Acquisition [Member] | ||||
Revenues | 22,124 | 19,620 | 41,328 | 37,100 |
Net income | $ 1,826 | $ 3,210 | $ 4,352 | $ 5,241 |
Net Income per common share: | ||||
Basic (in dollars per share) | $ 0.51 | $ 0.91 | $ 1.21 | $ 1.50 |
Diluted (in dollars per share) | $ 0.49 | $ 0.88 | $ 1.17 | $ 1.44 |
Revenues | $ 22,124 | $ 19,620 | $ 41,328 | $ 37,100 |
Net income | $ 1,826 | $ 3,210 | $ 4,352 | $ 5,241 |
Note 3 - Inventories - Summary
Note 3 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Raw materials | $ 11,641 | $ 10,366 |
Work-in-process | 124 | 530 |
Finished goods | 2,022 | 1,913 |
Less: reserve | (424) | (389) |
$ 13,363 | $ 12,420 |
Note 4 - Long-Term Debt (Detail
Note 4 - Long-Term Debt (Details Textual) | Jul. 02, 2015USD ($) | Oct. 31, 2015USD ($) | Feb. 29, 2012USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Apr. 30, 2014USD ($) |
Line of Credit [Member] | Infitrak Acquisition [Member] | ||||||
Proceeds from Lines of Credit | $ 1,000,000 | |||||
Line of Credit [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||
Line of Credit [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||
Line of Credit [Member] | Debt Instrument, Variable Rate Base CBFR Using One Month LIBOR [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate Used to Calculate Commercial Bank Floating Rate | 0.50% | |||||
Line of Credit [Member] | Through March 31, 2016 [Member] | ||||||
Debt Instrument Covenant, Ratio of Funded Debt to Consolidated EBITDA | 3.25 | |||||
Line of Credit [Member] | After March 31, 2016 [Member] | ||||||
Debt Instrument Covenant, Ratio of Funded Debt to Consolidated EBITDA | 3 | |||||
Line of Credit [Member] | Subsequent Event [Member] | ||||||
Proceeds from Long-term Lines of Credit | $ 2,000,000 | |||||
Line of Credit [Member] | ||||||
Debt Instrument, Term | 3 years | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||
Debt Instrument Covenant, Fixed Charge Coverage Ratio | 1.35 | |||||
Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | |||||
Letter of Credit [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | |||||
Initial Term Loan [Member] | ||||||
Long-term Debt, Gross | $ 15,000,000 | |||||
Term Loan [Member] | Infitrak Acquisition [Member] | ||||||
Proceeds from Issuance of Long-term Debt | $ 8,000,000 | |||||
Term Loan [Member] | Maximum [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||
Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||
Term Loan [Member] | Subsequent Event [Member] | ||||||
Repayments of Long-term Debt | $ 750,000 | |||||
Term Loan [Member] | ||||||
Long-term Debt, Gross | $ 20,000,000 | |||||
Repayments of Long-term Debt | $ 12,000,000 | |||||
Line of Credit Facility, Periodic Payment, Number of Quarterly Payments | 20 | |||||
Line of Credit Facility, Periodic Payment, Principal | $ 750,000 | |||||
Proceeds from Long-term Lines of Credit | $ 22,500,000 | $ 18,000,000 |
Note 4 - Long-Term Debt - Long-
Note 4 - Long-Term Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Line of Credit [Member] | ||
Long-term debt | $ 27,500 | $ 13,500 |
Term Loan [Member] | ||
Long-term debt | 19,250 | 12,750 |
Long-term debt | 46,750 | |
Less: current portion | (3,000) | (3,000) |
Long-term portion | $ 43,750 | $ 23,250 |
Note 4 - Long-Term Debt - Lon33
Note 4 - Long-Term Debt - Long-term Debt (Details) (Parentheticals) | Sep. 30, 2015 |
Line of Credit [Member] | |
Line of credit, interest rate at end of period | 1.95% |
Term Loan [Member] | |
Term loan, interest rate at end of period | 1.94% |
Note 4 - Long-Term Debt - Futur
Note 4 - Long-Term Debt - Future Contractual Maturities of Debt (Details) $ in Thousands | Sep. 30, 2015USD ($) |
2,016 | $ 1,500 |
2,017 | 3,000 |
2,018 | 3,000 |
2,019 | 3,000 |
2,020 | 3,000 |
Thereafter | 33,250 |
$ 46,750 |
Note 5 - Stock-Based Compensa35
Note 5 - Stock-Based Compensation (Details Textual) - USD ($) | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 2,759,463 | $ 1,516,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 5,214,386 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 917,610 |
Note 5 - Stock-Based Compensa36
Note 5 - Stock-Based Compensation - Allocation of Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Total cost of stock-based compensation charged against income before income taxes | $ 330 | $ 237 | $ 657 | $ 516 |
Amount of income tax benefit recognized in earnings | 123 | 84 | 235 | 182 |
Amount charged against net income | $ 207 | $ 153 | $ 422 | $ 334 |
Basic (in dollars per share) | $ 0.06 | $ 0.04 | $ 0.12 | $ 0.10 |
Diluted (in dollars per share) | $ 0.06 | $ 0.04 | $ 0.11 | $ 0.09 |
Note 5 - Stock-Based Compensa37
Note 5 - Stock-Based Compensation - Summary of Option Activity (Details) - USD ($) shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Mar. 31, 2015 | |
Number of Shares (in shares) | 555,487 | 437,248 |
Weighted-Average Exercise Price per Share (in dollars per share) | $ 62.20 | $ 55.81 |
Weighted-Average Remaining Contractual Term | 5 years 182 days | 4 years 328 days |
Aggregate Intrinsice Value | $ 27,330 | $ 9,445 |
Stock options granted (in shares) | 180,050 | |
Stock options granted (in dollars per share) | $ 72.18 | |
Stock options granted | 7 years 109 days | |
Stock options forfeited (in shares) | (11,989) | |
Stock options forfeited (in dollars per share) | $ 77.29 | |
Stock options forfeited | 7 years 219 days | |
Stock options exercised (in shares) | (49,822) | |
Stock options exercised (in dollars per share) | $ 38.56 | |
Exercisable at September 30, 2015 (in shares) | 189,816 | |
Exercisable at September 30, 2015 (in dollars per share) | $ 40.93 | |
Exercisable at September 30, 2015 | 3 years 255 days | |
Exercisable at September 30, 2015 | $ 13,376 |
Note 5 - Stock-Based Compensa38
Note 5 - Stock-Based Compensation - Summary of Unvested Options (Details) shares in Thousands | 6 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Unvested at March 31, 2015 (in shares) | shares | 274,038 |
Unvested at March 31, 2015 (in dollars per share) | $ 18.42 |
Stock options granted (in shares) | shares | 180,050 |
Stock options granted (in dollars per share) | $ 18.50 |
Stock options forfeited (in shares) | shares | (11,989) |
Stock options forfeited (in dollars per share) | $ 19.63 |
Stock options vested (in shares) | shares | (76,428) |
Stock options vested (in dollars per share) | $ 14.56 |
Unvested at September 30, 2015 (in shares) | shares | 365,671 |
Unvested at September 30, 2015 (in dollars per share) | $ 19.23 |
Note 6 - Net Income Per Share39
Note 6 - Net Income Per Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 136,000 | 156,000 | 135,000 | 0 |
Note 6 - Net Income Per Share -
Note 6 - Net Income Per Share - Computation of Net Income per Share - Basic & Diluted (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income available for shareholders | $ 1,752 | $ 3,060 | $ 4,058 | $ 4,941 |
Weighted average outstanding shares of common stock (in shares) | 3,598 | 3,508 | 3,587 | 3,504 |
Dilutive effect of stock options (in shares) | 144 | 132 | 128 | 144 |
Common stock and equivalents (in shares) | 3,742 | 3,640 | 3,715 | 3,648 |
Basic (in dollars per share) | $ 0.49 | $ 0.87 | $ 1.13 | $ 1.41 |
Diluted (in dollars per share) | $ 0.47 | $ 0.84 | $ 1.09 | $ 1.35 |
Note 7 - Commitments and Cont41
Note 7 - Commitments and Contingencies (Details Textual) | Oct. 15, 2014USD ($) | Nov. 06, 2013USD ($) | Oct. 31, 2015USD ($) | Nov. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Mar. 31, 2013USD ($) | May. 15, 2012USD ($) |
Amega Scientific Corporation [Member] | Minimum [Member] | |||||||||
Business Acquisition, Revenue Required in Three Years Subsequent to Acquisition for Payment of Contingent Consideration | $ 31,625,000 | ||||||||
Amega Scientific Corporation [Member] | Maximum [Member] | |||||||||
Business Acquisition, Revenue Required in Three Years Subsequent to Acquisition for Payment of Contingent Consideration | $ 43,500,000 | ||||||||
Amega Scientific Corporation [Member] | |||||||||
Business Acquisition, Earn Out Period for Determination of Contingent Consideration | 3 years | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 0 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 10,000,000 | ||||||||
Business Acquisition, Agreement Holdback, Payment Period from Effective Date Less Any Losses Incurred by Buyer Payable To Seller | 3 years | ||||||||
Business Combination, Contingent Consideration, Liability | $ 500,000 | ||||||||
PCD [Member] | Minimum [Member] | |||||||||
Business Acquisition, Revenue Required in Three Years Subsequent to Acquisition for Payment of Contingent Consideration | $ 9,900,000 | ||||||||
PCD [Member] | Maximum [Member] | |||||||||
Business Acquisition, Revenue Required in Three Years Subsequent to Acquisition for Payment of Contingent Consideration | $ 12,600,000 | ||||||||
PCD [Member] | |||||||||
Business Acquisition, Earn Out Period for Determination of Contingent Consideration | 3 years | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 0 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,500,000 | ||||||||
Business Combination, Contingent Consideration, Liability | $ 300,000 | ||||||||
Minimum [Member] | Anthony Amato and Amega Scientific Corporation [Member] | Lost Future Earnings and Punitive Damages [Member] | |||||||||
Loss Contingency, Damages Sought, Value | $ 500,000 | ||||||||
Anthony Amato and Amega Scientific Corporation [Member] | Improperly with holding Amount [Member] | |||||||||
Loss Contingency, Damages Sought, Value | 704,065.86 | ||||||||
Anthony Amato and Amega Scientific Corporation [Member] | Subsequent Event [Member] | General and Administrative Expense [Member] | |||||||||
Gain (Loss) Related to Litigation Settlement | $ 1,709,000 | ||||||||
Anthony Amato and Amega Scientific Corporation [Member] | Subsequent Event [Member] | |||||||||
Payments for Legal Settlements | 3,165,000 | ||||||||
Litigation Settlement, Insurance Covered | $ 415,000 | ||||||||
Anthony Amato and Amega Scientific Corporation [Member] | |||||||||
Loss Contingency, Damages Sought, Value | 10,000,000 | ||||||||
Loss Contingency Expected Immeditate Accelaration of Stock Option Granted | $ 10,000 | ||||||||
Loss Contingency Accrual | $ 1,041,000 | ||||||||
General and Administrative Expense [Member] | Other Accrued Expenses [Member] | |||||||||
Sales and Excise Tax Payable | $ 460,000 | $ 1,408,000 | $ 100,000 | ||||||
Business Combination, Contingent Consideration, Liability | $ 4,480,000 | $ 812,000 | |||||||
Number of States Due Sales Tax | 1 |
Note 8 – Comprehensive In
Note 8 – Comprehensive Income - Changes in Accumulated Other Comprehensive Income (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||
Balance | $ (206,000) | $ 0 | $ (234,000) |
Unrealized gain arising during the period | 603,000 | 631,000 | |
Balance | 397,000 | $ 0 | 397,000 |
Balance | (206,000) | $ 0 | (234,000) |
Unrealized gain arising during the period | 603,000 | 631,000 | |
Balance | $ 397,000 | $ 0 | $ 397,000 |
Note 9 - Segment Information (D
Note 9 - Segment Information (Details Textual) | 3 Months Ended |
Sep. 30, 2015USD ($) | |
FRANCE | |
Long-Lived Assets | $ 4,359,000 |
CANADA | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member] | |
Concentration Risk, Percentage | 10.60% |
CANADA | |
Long-Lived Assets | $ 18,690,000 |
Note 9 - Segment Information -
Note 9 - Segment Information - Operating Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Biological Indicators [Member] | ||||||
Revenues | $ 8,482 | $ 6,441 | $ 15,718 | $ 12,858 | ||
Gross profit | 5,539 | 4,051 | 10,288 | 7,835 | ||
Selling expenses | 507 | 368 | 867 | 772 | ||
Gross profit after deducting selling expense and impairment of intangible asset | $ 5,032 | $ 3,683 | $ 9,421 | $ 7,063 | ||
Reconciling items (1) | [1] | [1] | ||||
Earnings before income taxes | ||||||
Instruments [Member] | ||||||
Revenues | $ 9,228 | $ 9,065 | $ 17,559 | $ 16,750 | ||
Gross profit | 5,705 | 5,455 | 11,060 | 10,382 | ||
Selling expenses | 1,210 | 829 | 2,191 | 1,821 | ||
Gross profit after deducting selling expense and impairment of intangible asset | $ 4,495 | $ 4,626 | $ 8,869 | $ 8,561 | ||
Reconciling items (1) | [1] | [1] | ||||
Earnings before income taxes | ||||||
Continuous Monitoring [Member] | ||||||
Revenues | $ 2,226 | $ 3,034 | $ 4,817 | $ 5,332 | ||
Gross profit | 955 | 1,617 | 1,992 | 2,611 | ||
Selling expenses | 508 | 145 | 966 | 812 | ||
Gross profit after deducting selling expense and impairment of intangible asset | $ 447 | $ 1,472 | $ 1,026 | $ 1,799 | ||
Reconciling items (1) | [1] | [1] | ||||
Earnings before income taxes | ||||||
Cold Chain [member] | ||||||
Revenues | $ 1,840 | $ 1,840 | ||||
Gross profit | 868 | 868 | ||||
Selling expenses | 63 | 63 | ||||
Gross profit after deducting selling expense and impairment of intangible asset | $ 805 | $ 805 | ||||
Reconciling items (1) | [1] | [1] | ||||
Earnings before income taxes | ||||||
Revenues | $ 21,776 | $ 18,540 | $ 39,934 | $ 34,940 | ||
Gross profit | 13,067 | 11,123 | 24,208 | 20,828 | ||
Selling expenses | 2,288 | 1,342 | 4,087 | 3,405 | ||
Gross profit after deducting selling expense and impairment of intangible asset | 10,779 | 9,781 | 20,121 | 17,423 | ||
Reconciling items (1) | (7,986) | [1] | (5,038) | [1] | (13,802) | (9,787) |
Earnings before income taxes | $ 2,793 | $ 4,743 | $ 6,319 | $ 7,636 | ||
[1] | Reconciling items include general and administrative, research and development, and other expenses. |
Note 9 - Segment Information 45
Note 9 - Segment Information - Operating Segment Asset Reconciliation (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 31, 2015 |
Biological Indicators [Member] | ||
Assets | $ 51,641 | $ 36,304 |
Instruments [Member] | ||
Assets | 44,952 | 44,401 |
Continuous Monitoring [Member] | ||
Assets | 30,339 | 31,558 |
Cold Chain [member] | ||
Assets | 20,017 | |
Corporate Segment [Member] | ||
Assets | 8,944 | 5,057 |
Assets | $ 155,893 | $ 117,320 |
Note 9 - Segment Information 46
Note 9 - Segment Information - Revenues from External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
UNITED STATES | ||||
Revenues | $ 12,529 | $ 9,698 | $ 24,723 | $ 18,189 |
Foreign [Member] | ||||
Revenues | 9,247 | 8,842 | 15,211 | 16,751 |
Revenues | $ 21,776 | $ 18,540 | $ 39,934 | $ 34,940 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 21 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | |
Minimum [Member] | Scenario, Forecast [Member] | |||||
Effective Income Tax Rate Reconciliation, Percent | 35.00% | ||||
Maximum [Member] | Scenario, Forecast [Member] | |||||
Effective Income Tax Rate Reconciliation, Percent | 37.00% | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | |||
Effective Income Tax Rate Reconciliation, Percent | 37.30% | 35.50% | 35.80% | 35.30% |
Note 11 - Subsequent Event (Det
Note 11 - Subsequent Event (Details Textual) | 1 Months Ended |
Oct. 31, 2015$ / shares | |
Subsequent Event [Member] | |
Common Stock, Dividends, Per Share, Declared | $ 0.16 |