Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000724004 | |
Entity Registrant Name | MESA LABORATORIES INC /CO | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 0-11740 | |
Entity Incorporation, State or Country Code | CO | |
Entity Tax Identification Number | 84-0872291 | |
Entity Address, Address Line One | 12100 West Sixth Avenue | |
Entity Address, City or Town | Lakewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80228 | |
City Area Code | 303 | |
Local Phone Number | 987-8000 | |
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | MLAB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,118,653 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 241,924 | $ 81,380 |
Accounts receivable, less allowances of $168 and $159, respectively | 18,563 | 21,132 |
Inventories, net | 11,837 | 14,230 |
Prepaid income taxes | 3,344 | 1,914 |
Prepaid expenses and other | 4,457 | 4,136 |
Total current assets | 280,125 | 122,792 |
Property, plant and equipment, net of accumulated depreciation of $14,087 and $12,741, respectively | 22,309 | 22,066 |
Deferred tax asset | 11,453 | 11,461 |
Other assets | 1,977 | 2,480 |
Intangibles, net | 116,703 | 119,871 |
Goodwill | 156,365 | 141,536 |
Total assets | 588,932 | 420,206 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 1,852 | 3,408 |
Accrued payroll and benefits | 5,611 | 8,940 |
Unearned revenues | 6,790 | 6,814 |
Contingent consideration | 527 | 504 |
Other accrued expenses | 4,753 | 6,342 |
Total current liabilities | 19,533 | 26,008 |
Deferred tax liability | 33,090 | 32,549 |
Convertible senior notes, net of discounts and debt issuance costs | 142,945 | 140,278 |
Other long-term liabilities | 952 | 1,358 |
Total liabilities | 196,520 | 200,193 |
Stockholders’ equity: | ||
Common stock, no par value; authorized 25,000,000 shares; issued and outstanding, 5,117,441 and 4,387,140 shares, respectively | 309,935 | 158,023 |
Retained earnings | 74,724 | 72,359 |
Accumulated other comprehensive income (loss) | 7,753 | (10,369) |
Total stockholders’ equity | 392,412 | 220,013 |
Total liabilities and stockholders’ equity | $ 588,932 | $ 420,206 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Allowance for doubtful accounts receivable | $ 168 | $ 159 |
Property, plant and equipment, accumulated depreciation | $ 14,087 | $ 12,741 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 5,117,441 | 4,387,140 |
Common stock, shares outstanding (in shares) | 5,117,441 | 4,387,140 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Revenues | [1] | $ 31,860 | $ 25,536 | $ 61,801 | $ 51,824 |
Cost of revenues | 10,575 | 9,950 | 20,176 | 20,034 | |
Gross profit | 21,285 | 15,586 | 41,625 | 31,790 | |
Operating expenses: | |||||
Selling | 3,786 | 2,274 | 7,861 | 4,482 | |
General and administrative | 10,615 | 7,703 | 20,714 | 15,223 | |
Research and development | 2,414 | 915 | 5,010 | 1,934 | |
Total operating expenses | 16,815 | 10,892 | 33,585 | 21,639 | |
Operating income | 4,470 | 4,694 | 8,040 | 10,151 | |
Nonoperating expense: | |||||
Interest expense and amortization of debt discount | 1,934 | 1,397 | 3,853 | 1,593 | |
Other expense (income), net | 152 | (477) | 1,049 | (641) | |
Total nonoperating expense | 2,086 | 920 | 4,902 | 952 | |
Earnings before income taxes | 2,384 | 3,774 | 3,138 | 9,199 | |
Income tax (benefit) expense | (295) | 602 | (758) | 1,365 | |
Net income | $ 2,679 | $ 3,172 | $ 3,896 | $ 7,834 | |
Earnings per share: | |||||
Basic (in dollars per share) | $ 0.52 | $ 0.76 | $ 0.81 | $ 1.94 | |
Diluted (in dollars per share) | $ 0.51 | $ 0.73 | $ 0.79 | $ 1.86 | |
Weighted-average common shares outstanding: | |||||
Basic (in shares) | 5,110 | 4,155 | 4,821 | 4,029 | |
Diluted (in shares) | 5,241 | 4,321 | 4,958 | 4,205 | |
[1] | Intersegment revenues are not significant and are eliminated to arrive at consolidated totals. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net income | $ 2,679 | $ 3,172 | $ 3,896 | $ 7,834 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | 5,262 | (986) | 18,122 | (865) |
Comprehensive income | $ 7,941 | $ 2,186 | $ 22,018 | $ 6,969 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net income | $ 2,679 | $ 1,217 | $ 3,172 | $ 4,662 | $ 3,896 | $ 7,834 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 8,333 | 4,444 | |||||
Stock-based compensation | 3,276 | 2,050 | |||||
Non-cash interest and debt amortization | 2,667 | 706 | |||||
Amortization of step-up in inventory basis | (436) | 0 | |||||
Change in inventory reserve | 258 | 70 | |||||
Other | 499 | 129 | |||||
Cash provided by changes in operating assets and liabilities | |||||||
Accounts receivable, net | 3,077 | 246 | |||||
Inventories, net | (464) | 295 | |||||
Prepaid expenses and other assets | (1,941) | (2,508) | |||||
Accounts payable | (1,604) | (746) | |||||
Accrued liabilities and taxes payable | (4,811) | (5,385) | |||||
Unearned revenues | (140) | 14 | |||||
Net cash provided by operating activities | 12,610 | 7,149 | |||||
Cash flows from investing activities: | |||||||
Acquisitions | 0 | (2,555) | |||||
Purchases of property, plant and equipment | (707) | (543) | |||||
Net cash (used in) investing activities | (707) | (3,098) | |||||
Cash flows from financing activities: | |||||||
Proceeds from the issuance of convertible senior notes, net | 0 | 167,070 | |||||
Proceeds from the issuance of common stock, net | 145,935 | 84,995 | |||||
Payments of debt | 0 | (23,000) | |||||
Dividends | (1,522) | (1,321) | |||||
Payments of Contingent Consideration | (10) | (11) | |||||
Proceeds from the exercise of stock options | 2,701 | 3,507 | |||||
Net cash provided by financing activities | 147,104 | 231,240 | |||||
Effect of exchange rate changes on cash and cash equivalents | 1,537 | (33) | |||||
Net increase in cash and cash equivalents | 160,544 | 235,258 | |||||
Cash and cash equivalents at beginning of period | $ 81,380 | $ 10,185 | 81,380 | 10,185 | $ 10,185 | ||
Cash and cash equivalents at end of period | $ 241,924 | $ 245,443 | $ 241,924 | $ 245,443 | $ 81,380 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Cumulative Effect, Period of Adoption, Adjustment [Member]Retained Earnings [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock Including Additional Paid in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total | |
Balance (in shares) at Mar. 31, 2019 | 3,890,138 | ||||||
Balance at Mar. 31, 2019 | $ 39,823 | $ 73,303 | $ (1,815) | [1] | $ 111,311 | ||
Exercise of stock options and vesting of restricted stock units (in shares) | 31,441 | ||||||
Exercise of stock options and vesting of restricted stock units | $ 2,709 | 2,709 | |||||
Dividends paid, $0.16 per share | (624) | (624) | |||||
Stock-based compensation expense | $ 868 | 868 | |||||
Foreign currency translation | 121 | [1] | 121 | ||||
Net income | 4,662 | 4,662 | |||||
Balance (in shares) at Jun. 30, 2019 | 3,921,579 | ||||||
Balance at Jun. 30, 2019 | $ 43,400 | 77,341 | (1,694) | [1] | 119,047 | ||
Balance (in shares) at Mar. 31, 2019 | 3,890,138 | ||||||
Balance at Mar. 31, 2019 | $ 39,823 | 73,303 | (1,815) | [1] | 111,311 | ||
Foreign currency translation | (865) | ||||||
Net income | 7,834 | ||||||
Balance (in shares) at Sep. 30, 2019 | 4,365,049 | ||||||
Balance at Sep. 30, 2019 | $ 153,110 | 79,816 | (2,680) | [1] | 230,246 | ||
Balance (in shares) at Jun. 30, 2019 | 3,921,579 | ||||||
Balance at Jun. 30, 2019 | $ 43,400 | 77,341 | (1,694) | [1] | 119,047 | ||
Proceeds from the issuance of common stock, net of issuance costs (in shares) | 431,250 | ||||||
Proceeds from the issuance of common stock, net of issuance costs of $9,315 | $ 84,995 | 84,995 | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 12,220 | ||||||
Exercise of stock options and vesting of restricted stock units | $ 798 | 798 | |||||
Dividends paid, $0.16 per share | (697) | (697) | |||||
Stock-based compensation expense | 1,182 | 1,182 | |||||
Foreign currency translation | (986) | [1] | (986) | ||||
Net income | $ 0 | 3,172 | 0 | 3,172 | |||
Balance (in shares) at Sep. 30, 2019 | 4,365,049 | ||||||
Balance at Sep. 30, 2019 | $ 153,110 | 79,816 | (2,680) | [1] | 230,246 | ||
Proceeds from conversion feature of convertible senior notes, due 2025, net of allocated costs and taxes of $8,338 | $ 22,735 | $ 22,735 | |||||
Balance (in shares) at Mar. 31, 2020 | 4,387,140 | 4,387,140 | |||||
Balance at Mar. 31, 2020 | $ 158,023 | 72,359 | (10,369) | [1] | $ 220,013 | ||
Proceeds from the issuance of common stock, net of issuance costs (in shares) | 690,000 | ||||||
Proceeds from the issuance of common stock, net of issuance costs of $9,315 | $ 145,935 | 145,935 | |||||
Exercise of stock options and vesting of restricted stock units (in shares) | 25,799 | ||||||
Exercise of stock options and vesting of restricted stock units | $ 1,654 | 1,654 | |||||
Dividends paid, $0.16 per share | (704) | (704) | |||||
Stock-based compensation expense | $ 1,268 | 1,268 | |||||
Foreign currency translation | 12,860 | [1] | 12,860 | ||||
Net income | 1,217 | 1,217 | |||||
Balance (in shares) at Jun. 30, 2020 | 5,102,939 | ||||||
Balance at Jun. 30, 2020 | $ (9) | $ (9) | $ 306,880 | 72,863 | 2,491 | [1] | $ 382,234 |
Balance (in shares) at Mar. 31, 2020 | 4,387,140 | 4,387,140 | |||||
Balance at Mar. 31, 2020 | $ 158,023 | 72,359 | (10,369) | [1] | $ 220,013 | ||
Exercise of stock options and vesting of restricted stock units (in shares) | 36,000 | ||||||
Foreign currency translation | $ 18,122 | ||||||
Net income | $ 3,896 | ||||||
Balance (in shares) at Sep. 30, 2020 | 5,117,441 | 5,117,441 | |||||
Balance at Sep. 30, 2020 | $ 309,935 | 74,724 | 7,753 | [1] | $ 392,412 | ||
Balance (in shares) at Jun. 30, 2020 | 5,102,939 | ||||||
Balance at Jun. 30, 2020 | $ (9) | $ (9) | $ 306,880 | 72,863 | 2,491 | [1] | 382,234 |
Exercise of stock options and vesting of restricted stock units (in shares) | 14,502 | ||||||
Exercise of stock options and vesting of restricted stock units | $ 1,047 | 1,047 | |||||
Dividends paid, $0.16 per share | (818) | (818) | |||||
Stock-based compensation expense | $ 2,008 | 2,008 | |||||
Foreign currency translation | 5,262 | [1] | 5,262 | ||||
Net income | 2,679 | $ 2,679 | |||||
Balance (in shares) at Sep. 30, 2020 | 5,117,441 | 5,117,441 | |||||
Balance at Sep. 30, 2020 | $ 309,935 | $ 74,724 | $ 7,753 | [1] | $ 392,412 | ||
[1] | Accumulated Other Comprehensive Income (Loss). |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | |
Retained Earnings [Member] | ||||
Dividends paid, per share (in dollars per share) | $ 0.16 | $ 0.16 | $ 0.16 | |
Common Stock Including Additional Paid in Capital [Member] | ||||
Proceeds from issuance of common stock, issuance costs | $ 5,568 | |||
Proceeds from issuance of common stock, issuance costs | $ 9,315 | |||
Dividends paid, per share (in dollars per share) | $ 0.16 | |||
Allocated costs and taxes | $ 8,338 |
Note 1 - Description of Busines
Note 1 - Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Sep. 30, 2020 | |
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 In this quarterly report on Form 10 We are a multinational manufacturer, developer, and seller of quality control products and services, many of which are sold into niche markets that are driven by regulatory requirements. We have manufacturing operations in North America and Europe and our products are marketed by our sales personnel in North America, Europe, China, Japan, and by distributors in these areas as well as throughout the rest of the world. We prefer markets in which we can establish a strong presence and achieve high gross margins. As of September 30, 2020 March 31, 2020, 12. March 31, 2020) Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, such unaudited information includes all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. The results of operations for the interim periods are not may not 10 March 31, 2020 Risks and Uncertainties The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods. These estimates represent management's judgement about the outcome of future events. The current global business environment continues to be impacted directly and indirectly by the effects of the novel coronavirus ("COVID- 19" not 19. 19 ● Estimates regarding the future financial performance of the business used in the impairment tests for goodwill and long-lived assets acquired in a business combination; however, we identified no three March 31, 2020; ● Estimates regarding the recoverability of deferred tax assets and estimates regarding cash needs and associated indefinite reinvestment assertions; ● Estimates regarding recoverability for customer receivables; ● Estimates of the net realizable value for inventory. Immaterial Error Correction During the three September 30, 2020, three June 30, 2019; no April 1, 2019 In accordance with Staff Accounting Bulletin ("SAB") No. 99 Materiality No. 108 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements not three September 30, 2020. not We performed manual intercompany elimination calculations and determined that cost of revenues and accumulated other comprehensive income were overstated by $429 for the year ended March 31, 2020, $0.10; no not March 31, 2020. three June 30, 2019; three September 30, 2019, three December 31, 2019, three March 31, 2020. three June 30, 2020, $0.04. June 30, 2020 no Recently Issued Accounting Pronouncements In August, 2020, No. 2020 06, Debt with Conversion and Other Options and Derivatives and Hedging Accounting for Convertible Instruments and Contracts in an Entity's Own Equity 2025. 2020 06 December 15, 2021, no December 15, 2020. 2020 06 August 15, 2025. Recently Adopted Accounting Pronouncements In June 2016, No. 2016 13, Financial Instruments -Credit Losses (Topic 326 No. 2018 19, Codification Improvements to Topic 326, December 15, 2019, April 1, 2020, April 1, 2020 326's September 30, 2020 19 may may We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable was developed using historical collection experience, current and expected future economic and market conditions and a review of the current status of customers’ trade accounts receivables. Customers are pooled based on sharing specific risk factors. Due to the short-term nature of trade receivables, the estimated accounts receivable that may not Customers are assessed for credit worthiness upfront through a credit review. We evaluate contract terms and conditions, and may |
Note 2 - Revenue Recognition
Note 2 - Revenue Recognition | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 2. We design, manufacture, market, sell, and maintain quality control instruments and software, consumables, and services driven primarily by the regulatory requirements of niche markets. Our consumables, such as biological indicator test strips are typically used on a standalone basis; however, some that are used in protein synthesis and calibration solutions are also critical to the ongoing use of our instruments. Hardware and software sales, such as medical meters, protein synthesizers, wireless sensor systems, and data loggers are generally driven by our acquisition of new customers, growth of existing customers, or customers' replacement of existing equipment. Hardware sales may one 12 The following tables present disaggregated revenues for the three six September 30, 2020 three six September 30, 2019 Three Months Ended September 30, 2020 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Discrete Revenues Consumables $ 9,518 $ 715 $ 3,238 $ 15 $ - $ 13,486 Hardware and Software 108 4,815 4,191 2,207 - 11,321 Services 706 2,028 1,005 614 - 4,353 Contracted Revenues Services 1,220 - 697 783 - 2,700 Total Revenues $ 11,552 $ 7,558 $ 9,131 $ 3,619 $ - $ 31,860 Three Months Ended September 30, 2019 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Discrete Revenues Consumables $ 10,122 $ 563 $ - $ 10 $ 877 $ 11,572 Hardware and Software 148 5,923 - 1,821 - 7,892 Services 641 2,474 - 570 19 3,704 Contracted Revenues Services 1,183 - - 1,185 - 2,368 Total Revenues $ 12,094 $ 8,960 $ - $ 3,586 $ 896 $ 25,536 Six Months Ended September 30, 2020 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Discrete Revenues Consumables $ 21,002 $ 1,523 $ 5,177 $ 45 $ - $ 27,747 Hardware and Software 237 9,835 6,747 4,162 - 20,981 Services 956 3,880 1,787 1,145 - 7,768 Contracted Revenues Services 2,424 - 1,369 1,512 - 5,305 Total Revenues $ 24,619 $ 15,238 $ 15,080 $ 6,864 $ - $ 61,801 Six Months Ended September 30, 2019 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Discrete Revenues Consumables $ 20,539 $ 1,583 $ - $ 21 $ 2,186 $ 24,329 Hardware and Software 334 12,401 - 3,812 - 16,547 Services 941 4,520 - 1,110 27 6,598 Contracted Revenues Services 2,390 - - 1,960 - 4,350 Total Revenues $ 24,204 $ 18,504 $ - $ 6,903 $ 2,213 $ 51,824 Revenues from external customers are attributed to individual countries based upon locations to which the product is shipped or exported, as follows: Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 United States $ 11,222 $ 15,006 $ 27,594 $ 30,197 Foreign 20,638 10,530 34,207 21,627 Total revenues $ 31,860 $ 25,536 $ 61,801 $ 51,824 No 10% Contract Balances Our contracts have varying payment terms and conditions. Some customers prepay for services, resulting in unearned revenues or customer deposits, called contract liabilities, which are included within other accrued expenses and unearned revenues in the accompanying Condensed Consolidated Balance Sheets. Contract assets would exist when sales are recorded (i.e. the control of the goods or services has been transferred to the customer), but customer payment is contingent on a future event besides the passage of time (such as satisfaction of additional performance obligations). We do not not A summary of contract liabilities is as follows: Contract liabilities balance as of March 31, 2020 $ 7,217 Prior year liabilities recognized in revenues during the six months ended September 30, 2020 (3,353 ) Contract liabilities added during the six months ended September 30, 2020, net of revenues recognized 3,272 Contract liabilities balance as of September 30, 2020 $ 7,136 |
Note 3 - Fair Value Measurement
Note 3 - Fair Value Measurements | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 3. Our financial instruments consist primarily of cash and cash equivalents, trade accounts receivable, obligations under trade accounts payable and debt. Due to their short-term nature, the carrying values for cash and cash equivalents, trade accounts receivable and trade accounts payable approximate fair value. We measure our cash equivalents at fair value, and classify them within Level 1 September 30, 2020 March 31, 2020 8. During our year ended March 31, 2020, August 15, 2025. September 30, 2020 March 31, 2020 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) Notes $ 142,945 $ 191,475 $ 140,278 $ 173,363 The Notes are discussed in more detail in Note 7. Assets recognized or disclosed at fair value on the unaudited condensed consolidated financial statements on a nonrecurring basis include items such as property and equipment, operating lease assets, goodwill, and other intangible assets, including those that were a part of the GPT Acquisition. These assets are measured at fair value if determined to be impaired. Preliminary fair values assigned to the assets and liabilities acquired in the GPT Acquisition were measured using Level 3 12. no six September 30, 2020 six September 30, 2019 Cash and cash equivalents and accounts receivables are the financial instruments that subject us to the highest concentration of credit risk. It is our policy to invest cash equivalents in highly liquid financial instruments with high credit ratings, and low exposure to a single issuer (except U.S. treasuries). Concentration of credit risk with respect to accounts receivable is limited to customers to which we make significant sales. We reserve an allowance for potential write-offs of accounts receivable, but we have not |
Note 4 - Inventories, Net
Note 4 - Inventories, Net | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 4 . Inventories, Net Inventories consist of the following: September 30, 2020 March 31, 2020 Raw materials $ 7,263 $ 6,757 Work-in-process 357 329 Finished goods 7,099 9,768 Less: reserve (2,882 ) (2,624 ) Inventories, net $ 11,837 $ 14,230 As of September 30, 2020 March 31, 2020, 12. |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets, Net | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5. Finite-lived intangible assets consist of the following: September 30, 2020 March 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intellectual property $ 20,852 $ (7,671 ) $ 13,181 $ 15,731 $ (6,454 ) $ 9,277 Trade names 8,477 (2,992 ) 5,485 5,839 (2,855 ) 2,984 Customer relationships 143,378 (45,464 ) 97,914 146,106 (38,777 ) 107,329 Non-compete agreements 1,299 (1,176 ) 123 1,447 (1,166 ) 281 Total $ 174,006 $ (57,303 ) $ 116,703 $ 169,123 $ (49,252 ) $ 119,871 Amortization expense for finite-lived intangible assets acquired in a business combination was $3,512 and $6,866 for the three six September 30, 2020 three six September 30, 2019 three June 30, 2020 12. The following is estimated amortization expense for the years ending March 31: 2021 $ 14,635 2022 14,599 2023 14,581 2024 14,056 2025 12,471 The change in the carrying amount of goodwill was as follows: Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total March 31, 2020 $ 29,594 $ 19,123 $ 74,716 $ 18,103 $ - $ 141,536 Effect of foreign currency translation 500 60 8,604 - - 9,164 Goodwill adjustment related to GPT acquisition - - 5,665 - - 5,665 September 30, 2020 $ 30,094 $ 19,183 $ 88,985 $ 18,103 $ - $ 156,365 |
Note 6 - Supplemental Balance S
Note 6 - Supplemental Balance Sheets Information | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | Note 6. Accrued payroll and benefits consist of the following: September 30, 2020 March 31, 2020 Bonus payable $ 1,771 $ 4,069 Wages payable 2,146 2,485 Payroll related taxes 1,504 2,228 Other benefits payable 190 158 Total accrued payroll and benefits $ 5,611 $ 8,940 Other accrued expenses consist of the following: September 30, 2020 March 31, 2020 Accrued business taxes $ 1,965 $ 3,796 Current operating lease liabilities 945 1,095 Interest payable 296 296 Professional services fees 494 857 Other 1,053 298 Total other accrued expenses $ 4,753 $ 6,342 |
Note 7 - Indebtedness
Note 7 - Indebtedness | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 7 . Indebtedness On August 12, 2019, August 15, 2025, February 15 August 15 February 15, 2020. $1,000 may December 31, 2019 five 10 $1,000 98% April 15, 2025 second may not three September 30, 2020 September 30, 2020 not We accounted for the transaction by bifurcating the Notes into liability and equity components. The carrying amount of the liability component was $141,427 upon issuance and was calculated by using the income approach and measuring the fair value of a similar debt instrument that does not 3 no 2 not six Debt issuance costs related to the Notes comprised of discounts and commissions payable to the initial purchasers of $5,175 and third The net carrying amount of the Notes were as follows: September 30, 2020 March 31, 2020 Principal outstanding $ 172,500 $ 172,500 Unamortized debt discount (25,879 ) (28,205 ) Unamortized debt issuance costs (3,676 ) (4,017 ) Net carrying value $ 142,945 $ 140,278 The net carrying amount of the equity component of the Notes were as follows: September 30, 2020 March 31, 2020 Amount allocated to conversion option $ 31,073 $ 31,073 Less: allocated issuance costs and deferred taxes (8,338 ) (8,338 ) Equity component, net $ 22,735 $ 22,735 We recognized interest expense on the Notes as follows: Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Coupon interest expense at 1.375 $ 593 $ 316 $ 1,186 $ 316 Amortization of debt discounts and issuance costs 1,341 707 2,667 707 Total $ 1,934 $ 1,023 $ 3,853 $ 1,023 The effective interest rate of the liability component of the note is approximately 5.5%. |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 8 . Stockholders' Equity Public Offerings of Common Stock On June 12, 2020, June 19, 2020, Stock-Based Compensation Amounts recognized related to stock-based compensation are as follows: Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Stock-based compensation expense $ 2,008 $ 1,182 $ 3,276 $ 2,050 Amount of income tax (benefit) recognized in earnings (522 ) (368 ) (1,447 ) (908 ) Stock-based compensation expense, net of tax $ 1,486 $ 814 $ 1,829 $ 1,142 Stock-based compensation expense is included in cost of revenues, selling, general and administrative, and research and development expense in the accompanying unaudited Condensed Consolidated Statements of Income. The following is a summary of stock option award activity for the six September 30, 2020 Stock Options Shares Subject to Options Weighted- Average Exercise Price per Share Outstanding at March 31, 2020 286 $ 107.72 Awards granted 36 226.72 Awards forfeited or expired (10 ) 112.27 Awards exercised (36 ) 83.69 Outstanding as of September 30, 2020 276 $ 126.30 The stock options granted during the six September 30, 2020 first three The following is a summary of restricted stock unit ("RSU") award activity for the six September 30, 2020 Time-Based Restricted Stock Units Performance-Based Restricted Stock Units Number of Shares Weighted- Average Grant Date Fair Value per Share Number of Shares Weighted- Average Grant Date Fair Value per Share Nonvested at March 31, 2020 28 $ 180.15 22 $ 204.68 Awards granted 19 225.32 - - Awards forfeited or expired (3 ) 205.10 (1 ) 199.50 Awards distributed (5 ) 177.17 - - Nonvested as of September 30, 2020 39 $ 201.49 21 $ 204.80 The majority of the time-based RSUs granted during the six September 30, 2020 one one first three one Performance-based RSUs vest upon completion of the service period described in the award agreement and based on achievements of the financial targets described in the award agreements. We recognize the expense relating to the performance-based RSUs based on the probable outcome of achievement of the financial targets, on a straight-line basis over the service period. |
Note 9 - Earnings Per Share
Note 9 - Earnings Per Share | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 9 . Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings per share (“diluted EPS”) is computed similarly to basic earnings per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. Potentially dilutive securities include common shares related to stock options and RSUs (collectively “stock awards”). Stock awards are excluded from the calculation of diluted EPS in the event that they are subject to performance conditions that have not The impact of the assumed conversion of the Notes calculated under the if-converted method was anti-dilutive, and as such, shares underlying the Notes were excluded from the diluted EPS calculation for the three six September 30, 2020 The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings per share (shares in thousands): Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Net income available for shareholders $ 2,679 $ 3,172 $ 3,896 $ 7,834 Weighted average outstanding shares of common stock 5,110 4,155 4,821 4,029 Dilutive effect of stock options 119 156 125 166 Dilutive effect of non-vested shares 12 10 12 10 Fully diluted shares 5,241 4,321 4,958 4,205 Basic $ 0.52 $ 0.76 $ 0.81 $ 1.94 Diluted $ 0.51 $ 0.73 $ 0.79 $ 1.86 The following stock awards were excluded from the calculation of diluted EPS: Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Assumed conversion of convertible debt 608 331 608 166 Stock awards that were anti-dilutive 63 29 49 19 Stock awards subject to performance conditions 21 18 19 15 Total stock awards excluded from diluted EPS 692 378 676 200 |
Note 10 - Income Taxes
Note 10 - Income Taxes | 6 Months Ended |
Sep. 30, 2020 | |
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, our estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. Additionally, the tax effects of significant unusual or infrequently occurring items are recognized as discrete items in the interim period in which the events occur. The impact of changes in tax laws or rates on deferred tax amounts, impairments of non-deductible goodwill, excess benefits from stock-based compensation, and changes in tax reserves resulting from the finalization of tax audits or reviews are examples of significant unusual or infrequently occurring items that are recognized as discrete items in the interim period in which the event occurs. 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 (12.4)% and (24.2)% for the three six September 30, 2020 three six September 30, 2019 three six September 30, 2020 three September 30, 2020 162 As part of our adoption of the Tax Cuts and Jobs Act, we recorded an uncertain tax position in the amount of $630. During the three September 30, 2020, no three September 30, 2020. Since we are subject to audit by various taxing authorities, it is reasonably possible that the amount of unrecognized tax benefits will change during the next 12 not 12 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 11 . Commitments and Contingencies We review the adequacy of our legal reserves on a quarterly basis and establish reserves for loss contingencies that are both probable and reasonably estimable. As of September 30, 2020 no Under the terms of the revised IBP agreement, we are required to pay contingent consideration if the company is able to achieve certain operational and regulatory milestones. The potential undiscounted consideration payable ranges from €0 €450, not March 31, 2021. |
Note 12 - Significant Transacti
Note 12 - Significant Transactions | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Significant Transactions [Text Block] | Note 12 . Significant Transactions GPT Acquisition On October 31, 2019, Preliminary Allocation of Purchase Price We accounted for the GPT Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of GPT were recorded as of the acquisition date, at their respective estimated fair values, and consolidated with those of Mesa Labs. During the three September 30, 2020, The preparation of the valuation required the use of Level 3 not may During the six September 30, 2020, not one may The significant purchase price allocation changes during the six September 30, 2020 six September 30, 2020, three September 30, 2020 The cumulative impacts of all adjustments to date have been reflected in the Unaudited Condensed Consolidated Financial Statements as of and for the six September 30, 2020. Note Fair Value Cash and cash equivalents $ 4,654 Accounts receivable, net (a) 6,663 Inventories, net (b) 12,522 Prepaid income taxes 477 Prepaid expenses and other 13,649 Property, plant and equipment, net 1,523 Other assets 1,469 Deferred taxes 10,340 Intangible assets: Customer relationships (c) 77,500 Trade name (c) 4,600 Non-compete agreements (c) - Acquired technology (c) 11,800 Goodwill (d) 84,028 Total Assets acquired $ 229,225 Accounts payable 599 Accrued salaries and payroll taxes 10,735 Other short-term liabilities 157 Unearned revenues 2,089 Other accrued expenses 5,068 Deferred taxes 23,411 Other long-term liabilities 965 Total liabilities assumed $ 43,024 Total closing amount, net of cash acquired $ 181,547 (a) Accounts receivable is composed of trade accounts receivable, net which is expected to be collected. (b) Finished goods inventory of GPT includes $8,066 of inventory-step up, which is required to report inventory at fair value at the time of acquisition. The inventory step-up was amortized to cost of revenues over approximately eight November 1, 2019 March 31, 2020, six September 30, 2020 not (c) Customer relationships and acquired technology are being amortized on a straight-line basis over a 10 year period. Amortization expense for customer relationships is recorded to general and administrative expenses; amortization expense for acquired technology is recorded to cost of revenues. During the six September 30, 2020, (d) Acquired goodwill of $84,028, all of which is allocated to the Biopharmaceutical Development reportable segment, represents the value expected to arise from organic revenues growth projections that are expected to exceed that of our legacy divisions, and the opportunity to expand into a new market with well-established market share. The goodwill acquired is not Unaudited Pro Forma Information GPT's operations contributed $15,080 to revenues and ($2,083) of net loss to our consolidated results during the six September 30, 2020 November 1, 2019, April 1, 2019 not not April 1, 2019 not Six Months Ended September 30, 2019 Pro forma total revenues (1) $ 67,907 Pro forma net income (2) 6,435 ( 1 ( 2 ● Excludes interest expense attributable to GPT's external debt that was paid off as part of the acquisition. ● Additional amortization expense of $4,057 for the six September 30, 2019 ● For the six September 30, 2019, ● Income tax effect of the adjustments made at a blended federal and state statutory rate (approximately 25%). |
Note 13 - Segment Information
Note 13 - Segment Information | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 13 . S egment Information As of September 30, 2020 four March 31, 2020, Three Months Ended September 30, 2020 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Revenues (1) $ 11,552 $ 7,558 $ 9,131 $ 3,619 $ - $ 31,860 Gross profit $ 8,770 $ 4,852 $ 6,212 $ 1,368 $ 83 $ 21,285 Reconciling items (2) (18,901 ) Earnings before income taxes $ 2,384 Three Months Ended September 30, 2019 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Revenues (1) $ 12,094 $ 8,960 $ - $ 3,586 $ 896 $ 25,536 Gross profit $ 8,723 $ 5,557 $ - $ 1,221 $ 85 $ 15,586 Reconciling items (2) (11,812 ) Earnings before income taxes $ 3,774 Six Months Ended September 30, 2020 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Revenues (1) $ 24,619 $ 15,238 $ 15,080 $ 6,864 $ - $ 61,801 Gross profit $ 18,790 $ 9,541 $ 10,678 $ 2,552 $ 64 $ 41,625 Reconciling items (2) (38,487 ) Earnings before income taxes $ 3,138 Six Months Ended September 30, 2019 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Revenues (1) $ 24,204 $ 18,504 $ - $ 6,903 $ 2,213 $ 51,824 Gross profit $ 17,233 $ 11,639 $ - $ 2,506 $ 412 $ 31,790 Reconciling items (2) (22,591 ) Earnings before income taxes $ 9,199 ( 1 Intersegment revenues are not ( 2 Reconciling items include selling, general and administrative, research and development, interest expense and amortization of debt discount, and other (income) expenses. The following table sets forth assets by reportable segment: September 30, 2020 March 31, 2020 Sterilization and Disinfection Control $ 68,571 $ 73,103 Instruments 29,735 31,025 Biopharmaceutical Development 194,570 182,758 Continuous Monitoring 28,625 29,732 Corporate and administrative 267,431 103,588 Total $ 588,932 $ 420,206 |
Note 14 - Subsequent Event
Note 14 - Subsequent Event | 6 Months Ended |
Sep. 30, 2020 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 14 . Subsequent Event In October 2020, December 15, 2020, November 30, 2020. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, such unaudited information includes all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of our financial position and results of operations. The results of operations for the interim periods are not may not 10 March 31, 2020 |
Risk and Uncertainties, Policy [Policy Text Block] | Risks and Uncertainties The preparation of financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the reporting date and revenues and expenses during the reporting periods. These estimates represent management's judgement about the outcome of future events. The current global business environment continues to be impacted directly and indirectly by the effects of the novel coronavirus ("COVID- 19" not 19. 19 ● Estimates regarding the future financial performance of the business used in the impairment tests for goodwill and long-lived assets acquired in a business combination; however, we identified no three March 31, 2020; ● Estimates regarding the recoverability of deferred tax assets and estimates regarding cash needs and associated indefinite reinvestment assertions; ● Estimates regarding recoverability for customer receivables; ● Estimates of the net realizable value for inventory. |
Immaterial Error Correction, Policy [Policy Text Block] | Immaterial Error Correction During the three September 30, 2020, three June 30, 2019; no April 1, 2019 In accordance with Staff Accounting Bulletin ("SAB") No. 99 Materiality No. 108 Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements not three September 30, 2020. not We performed manual intercompany elimination calculations and determined that cost of revenues and accumulated other comprehensive income were overstated by $429 for the year ended March 31, 2020, $0.10; no not March 31, 2020. three June 30, 2019; three September 30, 2019, three December 31, 2019, three March 31, 2020. three June 30, 2020, $0.04. June 30, 2020 no |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In August, 2020, No. 2020 06, Debt with Conversion and Other Options and Derivatives and Hedging Accounting for Convertible Instruments and Contracts in an Entity's Own Equity 2025. 2020 06 December 15, 2021, no December 15, 2020. 2020 06 August 15, 2025. Recently Adopted Accounting Pronouncements In June 2016, No. 2016 13, Financial Instruments -Credit Losses (Topic 326 No. 2018 19, Codification Improvements to Topic 326, December 15, 2019, April 1, 2020, April 1, 2020 326's September 30, 2020 19 may may We are exposed to credit losses primarily through sales of products and services. Our expected loss allowance methodology for accounts receivable was developed using historical collection experience, current and expected future economic and market conditions and a review of the current status of customers’ trade accounts receivables. Customers are pooled based on sharing specific risk factors. Due to the short-term nature of trade receivables, the estimated accounts receivable that may not Customers are assessed for credit worthiness upfront through a credit review. We evaluate contract terms and conditions, and may |
Note 2 - Revenue Recognition (T
Note 2 - Revenue Recognition (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended September 30, 2020 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Discrete Revenues Consumables $ 9,518 $ 715 $ 3,238 $ 15 $ - $ 13,486 Hardware and Software 108 4,815 4,191 2,207 - 11,321 Services 706 2,028 1,005 614 - 4,353 Contracted Revenues Services 1,220 - 697 783 - 2,700 Total Revenues $ 11,552 $ 7,558 $ 9,131 $ 3,619 $ - $ 31,860 Three Months Ended September 30, 2019 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Discrete Revenues Consumables $ 10,122 $ 563 $ - $ 10 $ 877 $ 11,572 Hardware and Software 148 5,923 - 1,821 - 7,892 Services 641 2,474 - 570 19 3,704 Contracted Revenues Services 1,183 - - 1,185 - 2,368 Total Revenues $ 12,094 $ 8,960 $ - $ 3,586 $ 896 $ 25,536 Six Months Ended September 30, 2020 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Discrete Revenues Consumables $ 21,002 $ 1,523 $ 5,177 $ 45 $ - $ 27,747 Hardware and Software 237 9,835 6,747 4,162 - 20,981 Services 956 3,880 1,787 1,145 - 7,768 Contracted Revenues Services 2,424 - 1,369 1,512 - 5,305 Total Revenues $ 24,619 $ 15,238 $ 15,080 $ 6,864 $ - $ 61,801 Six Months Ended September 30, 2019 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Discrete Revenues Consumables $ 20,539 $ 1,583 $ - $ 21 $ 2,186 $ 24,329 Hardware and Software 334 12,401 - 3,812 - 16,547 Services 941 4,520 - 1,110 27 6,598 Contracted Revenues Services 2,390 - - 1,960 - 4,350 Total Revenues $ 24,204 $ 18,504 $ - $ 6,903 $ 2,213 $ 51,824 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 United States $ 11,222 $ 15,006 $ 27,594 $ 30,197 Foreign 20,638 10,530 34,207 21,627 Total revenues $ 31,860 $ 25,536 $ 61,801 $ 51,824 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | Contract liabilities balance as of March 31, 2020 $ 7,217 Prior year liabilities recognized in revenues during the six months ended September 30, 2020 (3,353 ) Contract liabilities added during the six months ended September 30, 2020, net of revenues recognized 3,272 Contract liabilities balance as of September 30, 2020 $ 7,136 |
Note 3 - Fair Value Measureme_2
Note 3 - Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | September 30, 2020 March 31, 2020 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) Notes $ 142,945 $ 191,475 $ 140,278 $ 173,363 |
Note 4 - Inventories, Net (Tabl
Note 4 - Inventories, Net (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | September 30, 2020 March 31, 2020 Raw materials $ 7,263 $ 6,757 Work-in-process 357 329 Finished goods 7,099 9,768 Less: reserve (2,882 ) (2,624 ) Inventories, net $ 11,837 $ 14,230 |
Note 5 - Goodwill and Intangi_2
Note 5 - Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2020 March 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intellectual property $ 20,852 $ (7,671 ) $ 13,181 $ 15,731 $ (6,454 ) $ 9,277 Trade names 8,477 (2,992 ) 5,485 5,839 (2,855 ) 2,984 Customer relationships 143,378 (45,464 ) 97,914 146,106 (38,777 ) 107,329 Non-compete agreements 1,299 (1,176 ) 123 1,447 (1,166 ) 281 Total $ 174,006 $ (57,303 ) $ 116,703 $ 169,123 $ (49,252 ) $ 119,871 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2021 $ 14,635 2022 14,599 2023 14,581 2024 14,056 2025 12,471 |
Schedule of Goodwill [Table Text Block] | Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total March 31, 2020 $ 29,594 $ 19,123 $ 74,716 $ 18,103 $ - $ 141,536 Effect of foreign currency translation 500 60 8,604 - - 9,164 Goodwill adjustment related to GPT acquisition - - 5,665 - - 5,665 September 30, 2020 $ 30,094 $ 19,183 $ 88,985 $ 18,103 $ - $ 156,365 |
Note 6 - Supplemental Balance_2
Note 6 - Supplemental Balance Sheets Information (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Employee Related Liabilities [Table Text Block] | September 30, 2020 March 31, 2020 Bonus payable $ 1,771 $ 4,069 Wages payable 2,146 2,485 Payroll related taxes 1,504 2,228 Other benefits payable 190 158 Total accrued payroll and benefits $ 5,611 $ 8,940 |
Schedule of Accrued Liabilities [Table Text Block] | September 30, 2020 March 31, 2020 Accrued business taxes $ 1,965 $ 3,796 Current operating lease liabilities 945 1,095 Interest payable 296 296 Professional services fees 494 857 Other 1,053 298 Total other accrued expenses $ 4,753 $ 6,342 |
Note 7 - Indebtedness (Tables)
Note 7 - Indebtedness (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Convertible Debt [Table Text Block] | September 30, 2020 March 31, 2020 Principal outstanding $ 172,500 $ 172,500 Unamortized debt discount (25,879 ) (28,205 ) Unamortized debt issuance costs (3,676 ) (4,017 ) Net carrying value $ 142,945 $ 140,278 September 30, 2020 March 31, 2020 Amount allocated to conversion option $ 31,073 $ 31,073 Less: allocated issuance costs and deferred taxes (8,338 ) (8,338 ) Equity component, net $ 22,735 $ 22,735 |
Interest Expense on Convertible Debt [Table Text Block] | Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Coupon interest expense at 1.375 $ 593 $ 316 $ 1,186 $ 316 Amortization of debt discounts and issuance costs 1,341 707 2,667 707 Total $ 1,934 $ 1,023 $ 3,853 $ 1,023 |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Stock-based compensation expense $ 2,008 $ 1,182 $ 3,276 $ 2,050 Amount of income tax (benefit) recognized in earnings (522 ) (368 ) (1,447 ) (908 ) Stock-based compensation expense, net of tax $ 1,486 $ 814 $ 1,829 $ 1,142 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Stock Options Shares Subject to Options Weighted- Average Exercise Price per Share Outstanding at March 31, 2020 286 $ 107.72 Awards granted 36 226.72 Awards forfeited or expired (10 ) 112.27 Awards exercised (36 ) 83.69 Outstanding as of September 30, 2020 276 $ 126.30 |
Share-based Payment Arrangement, Activity [Table Text Block] | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units Number of Shares Weighted- Average Grant Date Fair Value per Share Number of Shares Weighted- Average Grant Date Fair Value per Share Nonvested at March 31, 2020 28 $ 180.15 22 $ 204.68 Awards granted 19 225.32 - - Awards forfeited or expired (3 ) 205.10 (1 ) 199.50 Awards distributed (5 ) 177.17 - - Nonvested as of September 30, 2020 39 $ 201.49 21 $ 204.80 |
Note 9 - Earnings Per Share (Ta
Note 9 - Earnings Per Share (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Net income available for shareholders $ 2,679 $ 3,172 $ 3,896 $ 7,834 Weighted average outstanding shares of common stock 5,110 4,155 4,821 4,029 Dilutive effect of stock options 119 156 125 166 Dilutive effect of non-vested shares 12 10 12 10 Fully diluted shares 5,241 4,321 4,958 4,205 Basic $ 0.52 $ 0.76 $ 0.81 $ 1.94 Diluted $ 0.51 $ 0.73 $ 0.79 $ 1.86 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended September 30, Six Months Ended September 30, 2020 2019 2020 2019 Assumed conversion of convertible debt 608 331 608 166 Stock awards that were anti-dilutive 63 29 49 19 Stock awards subject to performance conditions 21 18 19 15 Total stock awards excluded from diluted EPS 692 378 676 200 |
Note 12 - Significant Transac_2
Note 12 - Significant Transactions (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Note Fair Value Cash and cash equivalents $ 4,654 Accounts receivable, net (a) 6,663 Inventories, net (b) 12,522 Prepaid income taxes 477 Prepaid expenses and other 13,649 Property, plant and equipment, net 1,523 Other assets 1,469 Deferred taxes 10,340 Intangible assets: Customer relationships (c) 77,500 Trade name (c) 4,600 Non-compete agreements (c) - Acquired technology (c) 11,800 Goodwill (d) 84,028 Total Assets acquired $ 229,225 Accounts payable 599 Accrued salaries and payroll taxes 10,735 Other short-term liabilities 157 Unearned revenues 2,089 Other accrued expenses 5,068 Deferred taxes 23,411 Other long-term liabilities 965 Total liabilities assumed $ 43,024 Total closing amount, net of cash acquired $ 181,547 |
Business Acquisition, Pro Forma Information [Table Text Block] | Six Months Ended September 30, 2019 Pro forma total revenues (1) $ 67,907 Pro forma net income (2) 6,435 |
Note 13 - Segment Information (
Note 13 - Segment Information (Tables) | 6 Months Ended |
Sep. 30, 2020 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 30, 2020 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Revenues (1) $ 11,552 $ 7,558 $ 9,131 $ 3,619 $ - $ 31,860 Gross profit $ 8,770 $ 4,852 $ 6,212 $ 1,368 $ 83 $ 21,285 Reconciling items (2) (18,901 ) Earnings before income taxes $ 2,384 Three Months Ended September 30, 2019 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Revenues (1) $ 12,094 $ 8,960 $ - $ 3,586 $ 896 $ 25,536 Gross profit $ 8,723 $ 5,557 $ - $ 1,221 $ 85 $ 15,586 Reconciling items (2) (11,812 ) Earnings before income taxes $ 3,774 Six Months Ended September 30, 2020 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Revenues (1) $ 24,619 $ 15,238 $ 15,080 $ 6,864 $ - $ 61,801 Gross profit $ 18,790 $ 9,541 $ 10,678 $ 2,552 $ 64 $ 41,625 Reconciling items (2) (38,487 ) Earnings before income taxes $ 3,138 Six Months Ended September 30, 2019 Sterilization and Disinfection Control Instruments Biopharmaceutical Development Continuous Monitoring Corporate and Other Total Revenues (1) $ 24,204 $ 18,504 $ - $ 6,903 $ 2,213 $ 51,824 Gross profit $ 17,233 $ 11,639 $ - $ 2,506 $ 412 $ 31,790 Reconciling items (2) (22,591 ) Earnings before income taxes $ 9,199 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | September 30, 2020 March 31, 2020 Sterilization and Disinfection Control $ 68,571 $ 73,103 Instruments 29,735 31,025 Biopharmaceutical Development 194,570 182,758 Continuous Monitoring 28,625 29,732 Corporate and administrative 267,431 103,588 Total $ 588,932 $ 420,206 |
Note 1 - Description of Busin_2
Note 1 - Description of Business and Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Apr. 01, 2020USD ($) | Aug. 12, 2019 | |
Number of Operating Segments | 4 | ||||||||
Retained Earnings (Accumulated Deficit), Ending Balance | $ 72,359,000 | $ 74,724,000 | $ 72,359,000 | ||||||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Accounting Standards Update 2016-13 [Member] | |||||||||
Retained Earnings (Accumulated Deficit), Ending Balance | $ (9,000) | ||||||||
The Notes [Member] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | 1.375% | |||||||
The Notes [Member] | Senior Notes [Member] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | 1.375% | 1.375% | 1.375% | |||||
Revision of Prior Period, Adjustment [Member] | |||||||||
Retained Earnings (Accumulated Deficit), Ending Balance | $ 192,000 | ||||||||
Overstatement of Cost of Revenues [Member] | |||||||||
Quantifying Misstatement in Current Year Financial Statements, Amount | 372,000 | $ 429,000 | |||||||
Overstatement of Accumulated Other Comprehensive Income [Member] | |||||||||
Quantifying Misstatement in Current Year Financial Statements, Amount | 429,000 | ||||||||
Amount By Which Operating Income Would Increase if Cost of Revenues Had Not Been Overstated [Member] | |||||||||
Quantifying Misstatement in Current Year Financial Statements, Amount | 429,000 | ||||||||
Amount By Which Net Income Would Increase if Cost of Revenues Had Not Been Overstated [Member] | |||||||||
Quantifying Misstatement in Current Year Financial Statements, Amount | 429,000 | ||||||||
Amount By Which Diluted Earnings Per Share Would Increase if Cost of Revenues Had Not Been Overstated [Member] | |||||||||
Quantifying Misstatement in Current Year Financial Statements, Amount | 0.04 | $ 0.10 | |||||||
Overstatement of Cost of Goods Sold [Member] | |||||||||
Quantifying Misstatement in Current Year Financial Statements, Amount | $ 128,000 | $ 126,000 | $ 110,000 | $ 65,000 | |||||
Understatement of Net Income [Member] | |||||||||
Quantifying Misstatement in Current Year Financial Statements, Amount | $ 128,000 | $ 126,000 | $ 110,000 | $ 65,000 | |||||
Amount By Which After-tax Income Would Increase if Cost of Revenues Had Not Been Overstated [Member] | |||||||||
Quantifying Misstatement in Current Year Financial Statements, Amount | $ 192,000 |
Note 2 - Revenue Recognition (D
Note 2 - Revenue Recognition (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Contract with Customer, Asset, after Allowance for Credit Loss, Total | $ 0 | $ 0 |
Note 2 - Revenue Recognition -
Note 2 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||||||
Revenues | [1] | $ 31,860 | $ 25,536 | $ 61,801 | $ 51,824 | ||||
Consumables [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 13,486 | 11,572 | 27,747 | 24,329 | |||||
Hardware and Software [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 11,321 | 7,892 | 20,981 | 16,547 | |||||
Service [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 4,353 | 3,704 | 7,768 | 6,598 | |||||
Service [Member] | Transferred over Time [Member] | |||||||||
Revenues | 2,700 | 2,368 | 5,305 | 4,350 | |||||
Corporate, Non-Segment [Member] | |||||||||
Revenues | 0 | 896 | [1] | 2,213 | [1] | ||||
Corporate, Non-Segment [Member] | Consumables [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 0 | 877 | 2,186 | ||||||
Corporate, Non-Segment [Member] | Hardware and Software [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 0 | 0 | |||||||
Corporate, Non-Segment [Member] | Service [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 0 | 19 | 27 | ||||||
Corporate, Non-Segment [Member] | Service [Member] | Transferred over Time [Member] | |||||||||
Revenues | 0 | 0 | |||||||
Sterilization and Disinfection Control [Member] | Operating Segments [Member] | |||||||||
Revenues | [1] | 11,552 | 12,094 | 24,619 | 24,204 | ||||
Sterilization and Disinfection Control [Member] | Operating Segments [Member] | Consumables [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 9,518 | 10,122 | 21,002 | 20,539 | |||||
Sterilization and Disinfection Control [Member] | Operating Segments [Member] | Hardware and Software [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 108 | 148 | 237 | 334 | |||||
Sterilization and Disinfection Control [Member] | Operating Segments [Member] | Service [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 706 | 641 | 956 | 941 | |||||
Sterilization and Disinfection Control [Member] | Operating Segments [Member] | Service [Member] | Transferred over Time [Member] | |||||||||
Revenues | 1,220 | 1,183 | 2,424 | 2,390 | |||||
Instruments [Member] | Operating Segments [Member] | |||||||||
Revenues | [1] | 7,558 | 8,960 | 15,238 | 18,504 | ||||
Instruments [Member] | Operating Segments [Member] | Consumables [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 715 | 563 | 1,523 | 1,583 | |||||
Instruments [Member] | Operating Segments [Member] | Hardware and Software [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 4,815 | 5,923 | 9,835 | 12,401 | |||||
Instruments [Member] | Operating Segments [Member] | Service [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 2,028 | 2,474 | 3,880 | 4,520 | |||||
Instruments [Member] | Operating Segments [Member] | Service [Member] | Transferred over Time [Member] | |||||||||
Revenues | 0 | 0 | |||||||
Biopharmaceutical Development [Member] | Operating Segments [Member] | |||||||||
Revenues | 9,131 | [1] | 0 | 15,080 | [1] | ||||
Biopharmaceutical Development [Member] | Operating Segments [Member] | Consumables [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 3,238 | 0 | 5,177 | ||||||
Biopharmaceutical Development [Member] | Operating Segments [Member] | Hardware and Software [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 4,191 | 0 | 6,747 | ||||||
Biopharmaceutical Development [Member] | Operating Segments [Member] | Service [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 1,005 | 0 | 1,787 | ||||||
Biopharmaceutical Development [Member] | Operating Segments [Member] | Service [Member] | Transferred over Time [Member] | |||||||||
Revenues | 697 | 0 | 1,369 | ||||||
Continuous Monitoring [Member] | Operating Segments [Member] | |||||||||
Revenues | 3,619 | 3,586 | 6,864 | 6,903 | |||||
Continuous Monitoring [Member] | Operating Segments [Member] | Consumables [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 15 | 10 | 45 | 21 | |||||
Continuous Monitoring [Member] | Operating Segments [Member] | Hardware and Software [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 2,207 | 1,821 | 4,162 | 3,812 | |||||
Continuous Monitoring [Member] | Operating Segments [Member] | Service [Member] | Transferred at Point in Time [Member] | |||||||||
Revenues | 614 | 570 | 1,145 | 1,110 | |||||
Continuous Monitoring [Member] | Operating Segments [Member] | Service [Member] | Transferred over Time [Member] | |||||||||
Revenues | $ 783 | $ 1,185 | $ 1,512 | $ 1,960 | |||||
[1] | Intersegment revenues are not significant and are eliminated to arrive at consolidated totals. |
Note 2 - Revenue Recognition _2
Note 2 - Revenue Recognition - Revenues From External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Total revenues | [1] | $ 31,860 | $ 25,536 | $ 61,801 | $ 51,824 |
UNITED STATES | |||||
Total revenues | 11,222 | 15,006 | 27,594 | 30,197 | |
Non-US [Member] | |||||
Total revenues | $ 20,638 | $ 10,530 | $ 34,207 | $ 21,627 | |
[1] | Intersegment revenues are not significant and are eliminated to arrive at consolidated totals. |
Note 2 - Revenue Recognition _3
Note 2 - Revenue Recognition - Contract Liabilities (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Contract liabilities balance as of March 31, 2020 | $ 7,217 |
Prior year liabilities recognized in revenues during the six months ended September 30, 2020 | (3,353) |
Contract liabilities added during the six months ended September 30, 2020, net of revenues recognized | 3,272 |
Contract liabilities balance as of September 30, 2020 | $ 7,136 |
Note 3 - Fair Value Measureme_3
Note 3 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Aug. 12, 2019 | |
Money Market Funds, at Carrying Value | $ 222,806 | $ 66,735 | ||
Proceeds from Convertible Debt | $ 145,935 | $ 84,995 | ||
The Notes [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | 1.375% | ||
Senior Notes [Member] | The Notes [Member] | ||||
Proceeds from Convertible Debt | $ 172,500 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | 1.375% | 1.375% |
Note 3 - Fair Value Measureme_4
Note 3 - Fair Value Measurements - Fair Value and Carrying Value of the Notes (Details) - Senior Notes [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Reported Value Measurement [Member] | ||
Notes | $ 142,945 | $ 140,278 |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Notes | $ 191,475 | $ 173,363 |
Note 4 - Inventories, Net (Deta
Note 4 - Inventories, Net (Details Textual) - GPT Acquisition [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Oct. 31, 2019 |
Inventory Step-up Cost | $ 8,066 | ||
Inventories [Member] | |||
Inventory Step-up Cost | $ 0 | $ 2,901 |
Note 4 - Inventories, Net - Sum
Note 4 - Inventories, Net - Summary of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Raw materials | $ 7,263 | $ 6,757 |
Work-in-process | 357 | 329 |
Finished goods | 7,099 | 9,768 |
Less: reserve | (2,882) | (2,624) |
Inventories, net | $ 11,837 | $ 14,230 |
Note 5 - Goodwill and Intangi_3
Note 5 - Goodwill and Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Amortization of Intangible Assets, Total | $ 3,512 | $ 1,658 | $ 6,866 | $ 3,330 |
Note 5 - Goodwill and Intangi_4
Note 5 - Goodwill and Intangible Assets, Net - Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Carrying Amount | $ 174,006 | $ 169,123 |
Accumulated Amortization | (57,303) | (49,252) |
Net | 116,703 | 119,871 |
Intellectual Property [Member] | ||
Carrying Amount | 20,852 | 15,731 |
Accumulated Amortization | (7,671) | (6,454) |
Net | 13,181 | 9,277 |
Trade Names [Member] | ||
Carrying Amount | 8,477 | 5,839 |
Accumulated Amortization | (2,992) | (2,855) |
Net | 5,485 | 2,984 |
Customer Relationships [Member] | ||
Carrying Amount | 143,378 | 146,106 |
Accumulated Amortization | (45,464) | (38,777) |
Net | 97,914 | 107,329 |
Noncompete Agreements [Member] | ||
Carrying Amount | 1,299 | 1,447 |
Accumulated Amortization | (1,176) | (1,166) |
Net | $ 123 | $ 281 |
Note 5 - Goodwill and Intangi_5
Note 5 - Goodwill and Intangible Assets, Net - Estimated Amortization Expense (Details) $ in Thousands | Sep. 30, 2020USD ($) |
2021 | $ 14,635 |
2022 | 14,599 |
2023 | 14,581 |
2024 | 14,056 |
2025 | $ 12,471 |
Note 5 - Goodwill and Intangi_6
Note 5 - Goodwill and Intangible Assets, Net - Change in the Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill | $ 141,536 |
Effect of foreign currency translation | 9,164 |
Goodwill adjustment related to GPT acquisition | 5,665 |
Goodwill | 156,365 |
Corporate, Non-Segment [Member] | |
Goodwill | 0 |
Effect of foreign currency translation | 0 |
Goodwill adjustment related to GPT acquisition | 0 |
Goodwill | 0 |
Sterilization and Disinfection Control [Member] | Operating Segments [Member] | |
Goodwill | 29,594 |
Effect of foreign currency translation | 500 |
Goodwill adjustment related to GPT acquisition | 0 |
Goodwill | 30,094 |
Instruments [Member] | Operating Segments [Member] | |
Goodwill | 19,123 |
Effect of foreign currency translation | 60 |
Goodwill adjustment related to GPT acquisition | 0 |
Goodwill | 19,183 |
Biopharmaceutical Development [Member] | Operating Segments [Member] | |
Goodwill | 74,716 |
Effect of foreign currency translation | 8,604 |
Goodwill adjustment related to GPT acquisition | 5,665 |
Goodwill | 88,985 |
Continuous Monitoring [Member] | Operating Segments [Member] | |
Goodwill | 18,103 |
Effect of foreign currency translation | 0 |
Goodwill adjustment related to GPT acquisition | 0 |
Goodwill | $ 18,103 |
Note 6 - Supplemental Balance_3
Note 6 - Supplemental Balance Sheets Information - Accrued Payroll and Benefits (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Bonus payable | $ 1,771 | $ 4,069 |
Wages payable | 2,146 | 2,485 |
Payroll related taxes | 1,504 | 2,228 |
Other benefits payable | 190 | 158 |
Total accrued payroll and benefits | $ 5,611 | $ 8,940 |
Note 6 - Supplemental Balance_4
Note 6 - Supplemental Balance Sheets Information - Other Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Accrued business taxes | $ 1,965 | $ 3,796 |
Current operating lease liabilities | 945 | 1,095 |
Interest payable | 296 | 296 |
Professional services fees | 494 | 857 |
Other | 1,053 | 298 |
Total other accrued expenses | $ 4,753 | $ 6,342 |
Note 7 - Indebtedness (Details
Note 7 - Indebtedness (Details Textual) $ / shares in Units, $ in Thousands | Aug. 12, 2019USD ($)$ / shares | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2019 |
Convertible Debt, Noncurrent | $ 142,945 | $ 140,278 | ||
The Notes [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | 1.375% | ||
The Notes [Member] | Senior Notes [Member] | ||||
Debt Instrument, Face Amount | $ 172,500 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | 1.375% | 1.375% | |
Debt Instrument, Convertible, Conversion Ratio Per 1,000 Principal | 3.5273 | |||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 283.50 | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | |||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 | |||
Debt Instrument, Convertible, Consecutive Trading Days, Trading Price Per 1,000 Principal of Notes Less Than 98% of the Product | 10 | |||
Convertible Debt, Noncurrent | $ 141,427 | |||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 31,073 | $ 31,073 | $ 31,073 | |
Debt Instrument, Term (Year) | 6 years | |||
Debt Instrument, Unamortized Discount and Commissions Including Equity Component | $ 5,175 | |||
Third Party Offering Costs | 255 | |||
Debt Issuance Costs, Gross | $ 4,452 | |||
Debt Instrument, Interest Rate, Effective Percentage | 5.50% |
Note 7 - Indebtedness - Carryin
Note 7 - Indebtedness - Carrying Amount of the Notes (Details) - The Notes [Member] - Senior Notes [Member] - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 | Aug. 12, 2019 |
Principal outstanding | $ 172,500 | $ 172,500 | |
Unamortized debt discount | (25,879) | (28,205) | |
Unamortized debt issuance costs | (3,676) | (4,017) | |
Net carrying value | 142,945 | 140,278 | |
Amount allocated to conversion option | 31,073 | 31,073 | $ 31,073 |
Less: allocated issuance costs and deferred taxes | (8,338) | (8,338) | |
Equity component, net | $ 22,735 | $ 22,735 |
Note 7 - Indebtedness - Interes
Note 7 - Indebtedness - Interest Expense on the Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Coupon interest expense at 1.375% | $ 593 | $ 316 | $ 1,186 | $ 316 |
Amortization of debt discounts and issuance costs | 1,341 | 707 | 2,667 | 707 |
Total | $ 1,934 | $ 1,023 | $ 3,853 | $ 1,023 |
Note 7 - Indebtedness - Inter_2
Note 7 - Indebtedness - Interest Expense on the Notes (Details) (Parentheticals) | Sep. 30, 2020 | Sep. 30, 2019 |
The Notes [Member] | ||
Interest rate | 1.375% | 1.375% |
Note 8 - Stockholders' Equity_2
Note 8 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 12, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Stock Issued During Period, Shares, New Issues (in shares) | 600,000 | ||
Sale of Stock, Underwriter Options, Shares (in shares) | 90,000 | ||
Shares Issued, Price Per Share (in dollars per share) | $ 225 | ||
Proceeds from Issuance of Common Stock | $ 145,935 | $ 0 | $ 167,070 |
Note 8 - Stockholders' Equity -
Note 8 - Stockholders' Equity - Allocation of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Expense | $ 2,008 | $ 1,182 | $ 3,276 | $ 2,050 |
Amount of income tax (benefit) recognized in earnings | (522) | (368) | (1,447) | (908) |
Stock-based compensation expense, net of tax | $ 1,486 | $ 814 | $ 1,829 | $ 1,142 |
Note 8 - Stockholders' Equity_3
Note 8 - Stockholders' Equity - Stock Option and Restricted Stock Unit Award Activity (Details) shares in Thousands | 6 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Options outstanding (in shares) | shares | 286 |
Options outstanding, weighted-average exercise price (in dollars per share) | $ / shares | $ 107.72 |
Options granted (in shares) | shares | 36 |
Options granted, weighted-average exercise price (in dollars per share) | $ / shares | $ 226.72 |
Options forfeited or expired (in shares) | shares | (10) |
Options forfeited or expired, weighted-average exercise price (in dollars per share) | $ / shares | $ 112.27 |
Options, awards exercised (in shares) | shares | (36) |
Awards exercised, weighted-average exercise price (in dollars per share) | $ / shares | $ 83.69 |
Options outstanding (in shares) | shares | 276 |
Options outstanding, weighted-average exercise price (in dollars per share) | $ / shares | $ 126.30 |
Note 8 - Stockholders' Equity_4
Note 8 - Stockholders' Equity - Restricted Stock Unit Activity (Details) shares in Thousands | 6 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Awards exercised, weighted-average exercise price (in dollars per share) | $ 83.69 |
Restricted Stock Units (RSUs) [Member] | |
Nonvested, number of shares (in shares) | shares | 28 |
Nonvested, weighted average grant date fair value per share (in dollars per share) | $ 180.15 |
Awards granted, number of shares (in shares) | shares | 19 |
Awards granted, weighted average grant date fair value per share (in dollars per share) | $ 225.32 |
Awards forfeited or expired, number of shares (in shares) | shares | (3) |
Awards forfeited or expired, weighted average grant date fair value per share (in dollars per share) | $ 205.10 |
Awards distributed, number of shares (in shares) | shares | (5) |
Awards exercised, weighted-average exercise price (in dollars per share) | $ 177.17 |
Nonvested , number of shares (in shares) | shares | 39 |
Nonvested, weighted average grant date fair value per share (in dollars per share) | $ 201.49 |
Performance Stock Units [Member] | |
Nonvested, number of shares (in shares) | shares | 22 |
Nonvested, weighted average grant date fair value per share (in dollars per share) | $ 204.68 |
Awards granted, number of shares (in shares) | shares | 0 |
Awards granted, weighted average grant date fair value per share (in dollars per share) | $ 0 |
Awards forfeited or expired, number of shares (in shares) | shares | (1) |
Awards forfeited or expired, weighted average grant date fair value per share (in dollars per share) | $ 199.50 |
Awards distributed, number of shares (in shares) | shares | 0 |
Awards exercised, weighted-average exercise price (in dollars per share) | $ 0 |
Nonvested , number of shares (in shares) | shares | 21 |
Nonvested, weighted average grant date fair value per share (in dollars per share) | $ 204.80 |
Note 9 - Earnings Per Share - C
Note 9 - Earnings Per Share - Computation of Net Income Per Share, Basic & Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net income available for shareholders | $ 2,679 | $ 1,217 | $ 3,172 | $ 4,662 | $ 3,896 | $ 7,834 |
Weighted average outstanding shares of common stock (in shares) | 5,110 | 4,155 | 4,821 | 4,029 | ||
Dilutive effect of stock options (in shares) | 119 | 156 | 125 | 166 | ||
Dilutive effect of non-vested shares (in shares) | 12 | 10 | 12 | 10 | ||
Fully diluted shares (in shares) | 5,241 | 4,321 | 4,958 | 4,205 | ||
Basic (in dollars per share) | $ 0.52 | $ 0.76 | $ 0.81 | $ 1.94 | ||
Diluted (in dollars per share) | $ 0.51 | $ 0.73 | $ 0.79 | $ 1.86 |
Note 9 - Earnings Per Share - A
Note 9 - Earnings Per Share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock awards excluded from diluted EPS (in shares) | 692 | 378 | 676 | 200 |
Assumed Conversion of Convertible Debt [Member] | ||||
Stock awards excluded from diluted EPS (in shares) | 608 | 331 | 608 | 166 |
Stock Awards that were Antidilutive [Member] | ||||
Stock awards excluded from diluted EPS (in shares) | 63 | 29 | 49 | 19 |
Stock Awards Subject to Performance Conditions [Member] | ||||
Stock awards excluded from diluted EPS (in shares) | 21 | 18 | 19 | 15 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Effective Income Tax Rate Reconciliation, Percent, Total | (12.40%) | 16.00% | (24.20%) | 14.80% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||
Unrecognized Tax Benefits, Ending Balance | $ 630 | ||||
Tax Cuts and Jobs Act, Income Tax Expense (Benefit), Total | $ (630) |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details Textual) - Sep. 30, 2020 - GPT Acquisition [Member] € in Thousands, $ in Thousands | USD ($) | EUR (€) |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | € 0 | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | € 450 | |
Business Combination, Contingent Consideration, Liability, Total | $ | $ 530 |
Note 12 - Significant Transac_3
Note 12 - Significant Transactions (Details Textual) - USD ($) $ in Thousands | Oct. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Payments to Acquire Businesses, Gross | $ 0 | $ 2,555 | |||||
Amortization of Intangible Assets, Total | $ 3,512 | $ 1,658 | 6,866 | 3,330 | |||
Amortization of Inventory Step-up Cost | (436) | 0 | |||||
Goodwill, Ending Balance | 156,365 | $ 141,536 | 156,365 | ||||
Share-based Payment Arrangement, Expense | $ 2,008 | $ 1,182 | $ 3,276 | $ 2,050 | |||
Effective Income Tax Rate Reconciliation, Percent, Total | (12.40%) | 16.00% | (24.20%) | 14.80% | |||
GPT Acquisition [Member] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||||
Payments to Acquire Businesses, Gross | $ 181,547 | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ (6,002) | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory | (3,752) | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 878 | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Tax Liabilities | 2,010 | ||||||
Amortization of Intangible Assets, Total | (344) | $ 4,057 | |||||
Inventory Step-up Cost | 8,066 | ||||||
Amortization of Inventory Step-up Cost | $ 8,502 | (436) | |||||
Goodwill, Ending Balance | 84,028 | [1] | $ 84,028 | 84,028 | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 15,080 | ||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ (2,083) | ||||||
Effective Income Tax Rate Reconciliation, Percent, Total | 25.00% | ||||||
GPT Acquisition [Member] | Key GPT Employees [Member] | Performance Stock Units [Member] | |||||||
Share-based Payment Arrangement, Expense | $ 351 | ||||||
GPT Acquisition [Member] | Customer Relationships [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | ||||||
GPT Acquisition [Member] | Technology-Based Intangible Assets [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | ||||||
GPT Acquisition [Member] | Cost of Sales [Member] | |||||||
Amortization of Intangible Assets, Total | $ 178 | ||||||
GPT Acquisition [Member] | General and Administrative Expense [Member] | |||||||
Amortization of Intangible Assets, Total | (522) | ||||||
Depreciation, Total | $ 207 | ||||||
GPT Acquisition [Member] | General and Administrative Expense [Member] | Biopharmaceutical Development [Member] | |||||||
Amortization of Intangible Assets, Total | $ 473 | $ 1,409 | |||||
[1] | Acquired goodwill of [$84,028], all of which is allocated to the Biopharmaceutical Development reportable segment, represents the value expected to arise from organic revenues growth projections that are expected to exceed that of our legacy divisions, and the opportunity to expand into a new market with well-established market share. The goodwill acquired is not deductible for income tax purposes. |
Note 12 - Significant Transac_4
Note 12 - Significant Transactions - Allocation of Preliminary Price (Details) - USD ($) $ in Thousands | Oct. 31, 2019 | Sep. 30, 2020 | Mar. 31, 2020 | ||
Goodwill, Ending Balance | $ 156,365 | $ 141,536 | |||
GPT Acquisition [Member] | |||||
Cash and cash equivalents | $ 4,654 | ||||
Accounts receivable, net | [1] | 6,663 | |||
Inventories, net | [2] | 12,522 | |||
Prepaid income taxes | 477 | ||||
Prepaid expenses and other | 13,649 | ||||
Property, plant and equipment, net | 1,523 | ||||
Other assets | 1,469 | ||||
Deferred taxes | 10,340 | ||||
Goodwill, Ending Balance | 84,028 | [3] | $ 84,028 | ||
Total Assets acquired | 229,225 | ||||
Accounts payable | 599 | ||||
Accrued salaries and payroll taxes | 10,735 | ||||
Other short-term liabilities | 157 | ||||
Unearned revenues | 2,089 | ||||
Other accrued expenses | 5,068 | ||||
Deferred taxes | 23,411 | ||||
Other long-term liabilities | 965 | ||||
Total liabilities assumed | 43,024 | ||||
Total closing amount, net of cash acquired | 181,547 | ||||
GPT Acquisition [Member] | Customer Relationships [Member] | |||||
Intangible assets | [4] | 77,500 | |||
GPT Acquisition [Member] | Trade Names [Member] | |||||
Intangible assets | [4] | 4,600 | |||
GPT Acquisition [Member] | Noncompete Agreements [Member] | |||||
Intangible assets | [4] | 0 | |||
GPT Acquisition [Member] | Technology-Based Intangible Assets [Member] | |||||
Intangible assets | [4] | $ 11,800 | |||
[1] | Accounts receivable is composed of trade accounts receivable, net which is expected to be collected. | ||||
[2] | Finished goods inventory of GPT includes $8,066 of inventory-step up, which is required to report inventory at fair value at the time of acquisition. The inventory step-up was amortized to cost of revenues over approximately eight months following the acquisition date, which resulted in a temporary reduction in gross profit for the business. During the period from November 1, 2019 until March 31, 2020, we recorded $8,502 of amortization of inventory step-up costs in cost of revenues on the Condensed Consolidated Statement of Income. The final inventory valuation was completed during the six months ended September 30, 2020 and was lower than our preliminary valuation, resulting in a cumulative effect decrease of $436 in amortization of inventory step up costs. We do not expect further adjustments to the inventory step-up valuation, nor do we expect changes in the amortization to be recorded. | ||||
[3] | Acquired goodwill of [$84,028], all of which is allocated to the Biopharmaceutical Development reportable segment, represents the value expected to arise from organic revenues growth projections that are expected to exceed that of our legacy divisions, and the opportunity to expand into a new market with well-established market share. The goodwill acquired is not deductible for income tax purposes. | ||||
[4] | Customer relationships and acquired technology are being amortized on a straight-line basis over a 10 year period. Amortization expense for customer relationships is recorded to general and administrative expenses; amortization expense for acquired technology is recorded to cost of revenues. During the six months ended September 30, 2020, $1,409 of amortization expense related to the GPT intangible assets was recorded to general and administrative costs and $473 of amortization expense was recorded to cost of goods sold and allocated to the Biopharmaceutical Development division, including the cumulative-effect benefit to amortization expense discussed above. Trademarks associated with this acquisition are considered indefinite-lived intangibles. The estimated fair value of identifiable intangible assets was determined primarily using the income approach, which requires a forecast of all the expected future cash flows associated with the identified intangible assets. |
Note 12 - Significant Transac_5
Note 12 - Significant Transactions - Unaudited Pro Forma Information (Details) $ in Thousands | 6 Months Ended | |
Sep. 30, 2019USD ($) | ||
Pro forma net income (2) | $ 6,435 | [1] |
GPT Acquisition [Member] | ||
Pro forma total revenues (1) | $ 67,907 | [2] |
[1] | Pro forma adjustments to net earnings attributable to Mesa Labs include the following: Excludes interest expense attributable to GPT's external debt that was paid off as part of the acquisition. Additional amortization expense of $4,057 for the six months ended September 30, 2019 based on the increased fair value of amortizable intangible assets acquired. For the six months ended September 30, 2019, $351 additional stock based compensation expense representing expense for performance share units awarded to certain key GPT employees. Income tax effect of the adjustments made at a blended federal and state statutory rate (approximately 25%). | |
[2] | Net revenues were adjusted to include net revenues of GPT. |
Note 13 - Segment Information_2
Note 13 - Segment Information (Details Textual) | 6 Months Ended |
Sep. 30, 2020 | |
Number of Reportable Segments | 4 |
Note 13 - Segment Information -
Note 13 - Segment Information - Operating Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||||||
Total revenues | [1] | $ 31,860 | $ 25,536 | $ 61,801 | $ 51,824 | ||||
Gross profit | 21,285 | 15,586 | 41,625 | 31,790 | |||||
Reconciling items | [2] | (18,901) | (11,812) | (38,487) | (22,591) | ||||
Earnings before income taxes | 2,384 | 3,774 | 3,138 | 9,199 | |||||
Corporate, Non-Segment [Member] | |||||||||
Total revenues | 0 | 896 | [1] | 2,213 | [1] | ||||
Gross profit | 83 | 85 | 64 | 412 | |||||
Sterilization and Disinfection Control [Member] | Operating Segments [Member] | |||||||||
Total revenues | [1] | 11,552 | 12,094 | 24,619 | 24,204 | ||||
Gross profit | 8,770 | 8,723 | 18,790 | 17,233 | |||||
Instruments [Member] | Operating Segments [Member] | |||||||||
Total revenues | [1] | 7,558 | 8,960 | 15,238 | 18,504 | ||||
Gross profit | 4,852 | 5,557 | 9,541 | 11,639 | |||||
Biopharmaceutical Development [Member] | Operating Segments [Member] | |||||||||
Total revenues | 9,131 | [1] | 0 | 15,080 | [1] | ||||
Gross profit | 6,212 | 10,678 | |||||||
Cold Chain Monitoring [Member] | Operating Segments [Member] | |||||||||
Total revenues | [1] | 3,619 | 3,586 | 6,864 | 6,903 | ||||
Gross profit | $ 1,368 | $ 1,221 | $ 2,552 | $ 2,506 | |||||
[1] | Intersegment revenues are not significant and are eliminated to arrive at consolidated totals. | ||||||||
[2] | Reconciling items include selling, general and administrative, research and development, interest expense and amortization of debt discount, and other (income) expenses. |
Note 13 - Segment Information_3
Note 13 - Segment Information - Operating Segment Asset Reconciliation (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2020 |
Assets | $ 588,932 | $ 420,206 |
Corporate, Non-Segment [Member] | ||
Assets | 267,431 | 103,588 |
Sterilization and Disinfection Control [Member] | Operating Segments [Member] | ||
Assets | 68,571 | 73,103 |
Instruments [Member] | Operating Segments [Member] | ||
Assets | 29,735 | 31,025 |
Biopharmaceutical Development [Member] | Operating Segments [Member] | ||
Assets | 194,570 | 182,758 |
Continuous Monitoring [Member] | Operating Segments [Member] | ||
Assets | $ 28,625 | $ 29,732 |
Note 14 - Subsequent Event (Det
Note 14 - Subsequent Event (Details Textual) - Subsequent Event [Member] | 1 Months Ended |
Oct. 31, 2020$ / shares | |
Common Stock, Dividends, Per Share, Declared (in dollars per share) | $ 0.16 |
Dividends Payable, Date to be Paid | Dec. 15, 2020 |
Dividends Payable, Date of Record | Nov. 30, 2020 |