Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2022 | |
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 | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 | 5,317,270 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Cash and cash equivalents | $ 43,747 | $ 49,346 |
Accounts receivable, less allowances of $1,035 and $630, respectively | 41,840 | 41,224 |
Inventories | 26,874 | 24,606 |
Prepaid expenses and other | 15,666 | 9,142 |
Total current assets | 128,127 | 124,318 |
Property, plant and equipment, net of accumulated depreciation of $18,495 and $17,726 respectively | 28,006 | 28,620 |
Deferred tax asset | 689 | 1,318 |
Other assets | 10,424 | 11,830 |
Intangibles, net | 235,000 | 250,117 |
Goodwill | 283,565 | 291,166 |
Total assets | 685,811 | 707,369 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 7,557 | 7,897 |
Accrued payroll and benefits | 9,401 | 14,717 |
Unearned revenues | 15,268 | 13,830 |
Other accrued expenses | 11,901 | 11,611 |
Total current liabilities | 44,127 | 48,055 |
Deferred tax liability | 37,323 | 39,224 |
Other long-term liabilities | 7,340 | 7,924 |
Credit Facility | 47,000 | 49,000 |
Convertible senior notes, net of discounts and debt issuance costs | 169,590 | 169,365 |
Total liabilities | 305,380 | 313,568 |
Stockholders’ equity: | ||
Common stock, no par value; authorized 25,000,000 shares; issued and outstanding, 5,297,308 and 5,265,627 shares, respectively | 318,328 | 313,460 |
Retained earnings | 74,394 | 76,675 |
Accumulated other comprehensive (loss) income | (12,291) | 3,666 |
Total stockholders’ equity | 380,431 | 393,801 |
Total liabilities and stockholders’ equity | $ 685,811 | $ 707,369 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands, $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Allowance for doubtful accounts receivable | $ 1,035 | $ 630 |
Property, plant and equipment, accumulated Depreciation | $ 18,495 | $ 17,726 |
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) | 5,297,308 | 5,265,627 |
Common stock, shares outstanding (in shares) | 5,297,308 | 5,265,627 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | $ 50,453 | $ 34,920 |
Cost of revenues | 19,112 | 12,709 |
Gross profit | 31,341 | 22,211 |
Operating expenses: | ||
Selling | 10,023 | 4,858 |
General and administrative | 20,212 | 11,419 |
Research and development | 5,700 | 2,811 |
Total operating expenses | 35,935 | 19,088 |
Operating (loss) income | (4,594) | 3,123 |
Nonoperating expense (income): | ||
Interest expense and amortization of debt discount | 1,014 | 874 |
Other (income) expense, net | (196) | 831 |
Total nonoperating expense | 818 | 1,705 |
(Loss) earnings before income taxes | (5,412) | 1,418 |
Income tax (benefit) | (3,974) | (577) |
Net (loss) income | $ (1,438) | $ 1,995 |
(Loss) earnings per share: | ||
Basic (in dollars per share) | $ (0.27) | $ 0.39 |
Diluted (in dollars per share) | $ (0.27) | $ 0.38 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 5,273 | 5,152 |
Diluted (in shares) | 5,273 | 5,301 |
Product [Member] | ||
Revenues | $ 50,453 | $ 34,920 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Net (loss) income | $ (1,438) | $ 1,995 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments | (15,957) | 5,371 |
Comprehensive (loss) income | $ (17,395) | $ 7,366 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (1,438) | $ 1,995 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 8,134 | 4,572 |
Stock-based compensation expense | 3,432 | 2,197 |
Non-cash interest and debt amortization | 225 | 221 |
Deferred taxes | (908) | |
Other | (1,763) | (826) |
Cash (used in) provided by changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,484) | 3,285 |
Inventories | (2,732) | (753) |
Prepaid expenses and other assets | (2,180) | (1,631) |
Accounts payable | (205) | (476) |
Accrued liabilities and taxes payable | (5,328) | 867 |
Unearned revenues | 1,436 | 138 |
Net cash (used in) provided by operating activities | (2,811) | 9,589 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (225) | (653) |
Net cash (used in) investing activities | (225) | (653) |
Cash flows from financing activities: | ||
Payments of debt | (2,000) | 0 |
Dividends | (843) | (824) |
Proceeds from the exercise of stock options | 1,436 | 1,089 |
Net cash (used in) provided by financing activities | (1,407) | 265 |
Effect of exchange rate changes on cash and cash equivalents | (1,156) | 2,644 |
Net (decrease) increase in cash and cash equivalents | (5,599) | 11,845 |
Cash and cash equivalents at beginning of period | 49,346 | 263,865 |
Cash and cash equivalents at end of period | $ 43,747 | $ 275,710 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Retained Earnings [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total | |
Balance (in shares) at Mar. 31, 2021 | 5,140,568,000 | |||||||
Balance at Mar. 31, 2021 | $ 317,652 | $ 72,459 | $ 16,116 | [1] | $ 406,227 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 58,324,000 | |||||||
Exercise of stock options and vesting of restricted stock units | $ 1,089 | 0 | 0 | 1,089 | ||||
Dividends paid | (824) | (824) | ||||||
Stock-based compensation expense | $ 2,197 | 2,197 | ||||||
Foreign currency translation | 5,371 | [1] | 5,371 | |||||
Net (loss) | 1,995 | |||||||
Net (loss) income | 1,995 | 1,995 | ||||||
Balance (in shares) at Jun. 30, 2021 | 5,198,892,000 | |||||||
Balance at Jun. 30, 2021 | $ (22,735) | $ 5,683 | $ (17,052) | $ 298,203 | 79,313 | 21,487 | [1] | $ 399,003 |
Balance (in shares) at Mar. 31, 2022 | 5,265,627,000 | 5,265,627 | ||||||
Balance at Mar. 31, 2022 | $ 313,460 | 76,675 | 3,666 | [1] | $ 393,801 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 31,681,000 | 16,000 | ||||||
Exercise of stock options and vesting of restricted stock units | $ 1,436 | 0 | 0 | $ 1,436 | ||||
Dividends paid | (843) | (843) | ||||||
Stock-based compensation expense | 3,432 | 3,432 | ||||||
Foreign currency translation | (15,957) | [1] | (15,957) | |||||
Net (loss) | $ 0 | (1,438) | 0 | (1,438) | ||||
Net (loss) income | $ (1,438) | |||||||
Balance (in shares) at Jun. 30, 2022 | 5,297,308,000 | 5,297,308 | ||||||
Balance at Jun. 30, 2022 | $ 318,328 | $ 74,394 | $ (12,291) | [1] | $ 380,431 | |||
[1]Accumulated Other Comprehensive Income (Loss). |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Dividends paid, per share (in dollars per share) | $ 0.16 | $ 0.64 |
Note 1 - Description of Busines
Note 1 - Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 30, 2022 | |
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 life science tools and critical quality control products and services, many of which are sold into niche markets that are driven by regulatory requirements. We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe, and Asia Pacific, and by independent 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 profit margins. As of June 30, 2022, four ● Clinical Genomics ● Sterilization and Disinfection Control ● Biopharmaceutical Development ● Calibration Solutions Non-reportable operating segments and unallocated corporate expenses are reported within Corporate and Other. 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 the fair statement of our financial position and results of operations. The results of operations for the interim periods are not may not 10 March 31, 2022 Certain prior year amounts have been reclassified in order to conform to the current year presentation. Our fiscal year ends on March 31. first 2023 April 1, 2022 June 30, 2022. 2022” March 31, 2022, 2023” March 31, 2023. Prior Period Reclassification Certain amounts presented in Note 3. 2022 not three June 30, 2022 2021. 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. Our estimates include, among others, asset reserve requirements as well as the amounts of future cash flows associated with certain assets and businesses that are used in assessing the risk of impairment. The negative impacts associated with the ongoing novel coronavirus ("COVID- 19" 2022. may may Recently Issued Accounting Pronouncements We have reviewed all recently issued accounting pronouncements and have concluded that they are either not not |
Note 2 - Significant Transactio
Note 2 - Significant Transactions | 3 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Significant Transactions [Text Block] | Note 2 . Significant Transactions Acquisition of Agena Bioscience, Inc. On October 20, 2021, We funded the acquisition and transactions relating thereto with cash on hand and borrowings under the Credit Facility (as defined below). Of the cash consideration we paid, approximately $267,000 represented cash consideration to holders of Agena’s preferred and common stock, approximately $2,000 represented cash consideration paid for the settlement of Agena’s warrants, and approximately $31,800 represented cash consideration for the settlement of Agena's vested stock options as of the closing date. Agena Preliminary Purchase Price Allocation During the three June 30, 2022, The following table summarizes the allocation of the preliminary purchase price as of October 20, 2021: Life (in years) Amount Cash and cash equivalents $ 7,544 Accounts receivable 11,100 Other current assets 25,480 Total current assets 44,124 Property, plant and equipment/noncurrent assets 15,832 Deferred tax asset 811 Intangible assets: Goodwill N/A 135,880 Customer relationships 12 103,800 Intellectual property 8 45,400 Tradenames 12 15,700 Total Assets acquired $ 361,547 Accounts payable 2,174 Unearned revenues 2,713 Other current liabilities 12,295 Total current liabilities 17,182 Deferred tax liability 27,765 Other noncurrent liabilities 8,263 Total liabilities assumed $ 53,210 Total purchase price, net of cash acquired $ 300,793 Acquired Goodwill Acquired goodwill of $135,880, all of which is allocated to the Clinical Genomics reportable segment, represents the value expected to arise from the value of expanded market opportunities, expected synergies, and assembled workforce, none not Unaudited Pro Forma Information The following unaudited pro forma financial information presents the combined results of operations of Mesa and Agena as if the acquisition had occurred on April 1, 2021 Three Months Ended June 30, 2022 2021 Pro forma total revenues $ 50,453 $ 53,553 Pro forma net income (4,709 ) 2,521 The pro forma financial information includes adjustments that are directly attributable to the business combinations and are factually supportable. The pro forma adjustments include incremental amortization of intangible assets, additional stock based compensation expense for key Agena employees, the removal of interest expense attributable to Agena’s external debt that was paid off as part of the acquisition, and the pro forma tax impact for such adjustments. Cost savings or operating synergies expected to result from the acquisition are not three June 30, 2022, first 2022. not |
Note 3 - Revenue Recognition
Note 3 - Revenue Recognition | 3 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 3. We develop, manufacture, market, sell, and maintain life sciences tools and quality control instruments and software, consumables, and services. Sales of hardware and software, such as instruments used for molecular and genetic analysis, protein synthesizers, medical meters, wireless sensor systems, and data loggers, are generally driven by our acquisition of new customers, growth of existing customers, or customers replacing existing equipment. Hardware sales may Our consumables, such as panels or reagents that are used for molecular and genetic analysis, are critical for the ongoing use of our instruments. In contrast, biological indicator test strips are used on a standalone basis. Consumables are typically used on a one We evaluate our revenues internally based on operating segment, the timing of revenue generation, and the nature of goods and services provided. Typically, discrete revenue is recognized at the shipping point or upon completion of the service, while contracted revenue is recognized over a period of time reflective of the performance obligation period in the applicable contract. The significant majority of our revenues and related receivables are generated from contracts with customers that are 12 The following tables present disaggregated revenues for the three June 30, 2022 2021 Three Months Ended June 30, 2022 Clinical Genomics* Sterilization and Disinfection Control Biopharmaceutical Development Calibration Solutions Total Discrete Revenues Consumables $ 10,910 $ 12,228 $ 4,856 $ 854 $ 28,848 Hardware and Software 2,105 306 3,686 5,693 11,790 Services 528 765 1,159 2,661 5,113 Contracted Revenues Services and Software 962 1,475 1,266 999 4,702 Total Revenues $ 14,505 $ 14,774 $ 10,967 $ 10,207 $ 50,453 Three Months Ended June 30, 2021 Clinical Genomics* Sterilization and Disinfection Control Biopharmaceutical Development Calibration Solutions Total Discrete Revenues Consumables $ - $ 12,876 $ 3,772 $ 952 $ 17,600 Hardware and Software - 160 3,393 7,082 10,635 Services - 701 582 2,235 3,518 Contracted Revenues Services and Software - 1,413 1,130 624 3,167 Total Revenues $ - $ 15,150 $ 8,877 $ 10,893 $ 34,920 *Revenues in the Clinical Genomics division represent transactions subsequent to the Agena Acquisition on October 20, 2021. Revenues from external customers are attributed to individual countries based upon the locations to which the products are shipped or exported, or the location of service performed, as follows: Three Months Ended June 30, 2022 2021 United States $ 29,122 $ 18,455 Foreign 21,331 16,465 Total revenues $ 50,453 $ 34,920 No 10% Contract Balances Our contracts have varying payment terms and conditions. Some customers prepay for products and services, resulting in unearned revenues or customer deposits, called contract liabilities. Short-term contract liabilities are included within other accrued expenses and unearned revenues in the accompanying Condensed Consolidated Balance Sheets, and long-term contract liabilities are included within other long-term liabilities in the accompanying Condensed Consolidated Balance Sheets. A summary of contract liabilities is as follows: Contract liabilities as of March 31, 2022 $ 15,069 Prior year liabilities recognized in revenues during the three months ended June 30, 2022 (3,298 ) Contract liabilities added during the three months ended June 30, 2022, net of revenues recognized 3,497 Contract liabilities balance as of June 30, 2022 $ 15,268 Contract liabilities primarily relate to service contracts with original expected service durations of 12 |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 3 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 4. 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 using quoted market prices in an active market, and we classify them within Level 1 Historically, the financial instruments that subject us to the highest concentration of credit risk are cash and cash equivalents and accounts receivable. It is our policy to invest in highly liquid cash equivalent financial instruments with high credit ratings and to maintain low single issuer exposure (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 using historical collection experience and current and expected future economic and market conditions, but we have not may may We have outstanding $172,500 aggregate principal of 1.375% convertible senior notes due August 15, 2025 ( June 30, 2022 March 31, 2022 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) Notes $ 169,590 $ 161,934 $ 169,365 $ 185,438 Assets recognized or disclosed at fair value in 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. These assets are measured at fair value if determined to be impaired. There were no three June 30, 2022 2021, |
Note 5 - Supplemental Balance S
Note 5 - Supplemental Balance Sheets Information | 3 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | Note 5. Inventories consist of the following: June 30, 2022 March 31, 2022 Raw materials $ 15,014 $ 14,172 Work in process 2,150 4,419 Finished goods 9,710 6,015 Inventories, net $ 26,874 $ 24,606 Prepaid and other consist of the following: June 30, 2022 March 31, 2022 Prepaid expenses $ 4,173 $ 2,871 Prepaid income taxes 6,181 2,536 Other current assets 5,312 3,735 Total prepaid expenses and other $ 15,666 $ 9,142 Accrued payroll and benefits consist of the following: June 30, 2022 March 31, 2022 Bonus payable $ 2,138 $ 7,468 Wages and paid-time-off payable 3,116 3,677 Payroll related taxes 2,551 2,069 Other benefits payable 1,596 1,503 Total accrued payroll and benefits $ 9,401 $ 14,717 |
Note 6 - Goodwill and Intangibl
Note 6 - Goodwill and Intangible Assets, Net | 3 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 6. Finite-lived intangible assets consist of the following: June 30, 2022 March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 235,519 $ (70,499 ) $ 165,020 $ 244,157 $ (67,469 ) $ 176,688 Intellectual property 64,953 (14,186 ) 50,767 65,893 (12,620 ) 53,273 Other Intangibles 24,752 (5,539 ) 19,213 25,350 (5,194 ) 20,156 Total $ 325,224 $ (90,224 ) $ 235,000 $ 335,400 $ (85,283 ) $ 250,117 Amortization expense for finite-lived intangible assets acquired in a business combination was $7,320 and $3,816 for the three June 30, 2022 2021, For the following fiscal years ending March 31, Remainder of 2023 21,591 2024 28,278 2025 26,704 2026 25,950 2027 25,453 The change in the carrying amount of goodwill was as follows: Clinical Genomics Sterilization and Disinfection Control Biopharmaceutical Development Calibration Solutions Total March 31, 2022 $ 135,914 $ 29,750 $ 88,265 $ 37,237 $ 291,166 Effect of foreign currency translation (197) (455) (6,894) (55) (7,601) June 30, 2022 $ 135,717 $ 29,295 $ 81,371 $ 37,182 $ 283,565 |
Note 7 - Indebtedness
Note 7 - Indebtedness | 3 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 7 . Indebtedness Credit Facility We maintain a senior credit facility (the “Credit Facility”) that includes 1 2 not 3 not matures in March, 2025. June 30, 2022, Amounts borrowed under the Credit Facility bear interest at either a base rate or a Eurodollar rate, plus an applicable spread. The weighted average interest rate on borrowing under our line of credit during the first 2023 The financial covenants in the Credit Facility include a maximum leverage ratio of 5.0 to 1.0 June 30, 2022, may 1.0 four 1.0. June 30, 2022 In July 2022, $12,000 Convertible Notes On August 12, 2019, $167,056. August 15, 2025, February 15 August 15 February 15, 2020. Upon conversion, we will pay or deliver, as the case may not three June 30, 2022 June 30, 2022 not not June 30, 2022 The net carrying amount of the Notes was as follows: June 30, 2022 March 31, 2022 Principal outstanding $ 172,500 $ 172,500 Unamortized debt issuance costs (2,910 ) (3,135 ) Net carrying value $ 169,590 $ 169,365 We recognized interest expense on the Notes as follows: Three Months Ended June 30, 2022 2021 Coupon interest expense at 1.375% $ 593 $ 593 Amortization of debt discounts and issuance costs 225 221 Total $ 818 $ 814 The effective interest rate on the notes is approximately 1.9%. |
Note 8 - Stockholders' Equity
Note 8 - Stockholders' Equity | 3 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | Note 8 . Stockholders' Equity Stock-Based Compensation During the first 2023, 2021 "2021 Expense recognized related to stock-based compensation is as follows: Three Months Ended June 30, 2022 2021 Stock-based compensation expense $ 3,432 $ 2,197 Amount of income tax (benefit) expense recognized in earnings (1,992 ) (2,785 ) Stock-based compensation expense, net of tax $ 1,440 $ (588 ) 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 Operations. The following is a summary of stock option award activity for the three June 30, 2022: Stock Options Shares Subject to Options Weighted- Average Exercise Price per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of March 31, 2022 202 $ 167.14 2.9 $ 18,261 Awards granted 42 185.57 Awards forfeited or expired (4 ) 231.15 Awards exercised (16 ) 93.12 Outstanding as of June 30, 2022 224 $ 174.93 3.3 $ 9,493 The stock options granted during the three June 30, 2022 third The following is a summary of RSU award activity for the three June 30, 2022: 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 Outstanding as of March 31, 2022 (1) 51 $ 252.86 55 $ 288.45 Awards granted (1) 33 185.57 19 185.57 Performance adjustment (2) - - 2 202.00 Awards forfeited (2 ) 245.31 - - Awards distributed (7 ) 204.62 (10 ) 202.00 Outstanding as of June 30, 2022 (1) 75 $ 227.63 66 $ 269.18 ( 1 Balances for performance-based restricted stock units ("PSUs") are reflected at target. ( 2 During the three June 30, 2022, 2020 126% The outstanding time-based RSUs vest and settle in shares of our common stock on a one one three June 30, 2022 third PSUs vest upon completion of the service period described in the award agreement and based on achievement 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. During the three June 30, 2022, 23 23 April 1, 2022 March 31, 2023 April 1, 2022 March 31, 2025. 23 2023 not not no During fiscal year 2020, 8 20 20 three June 30, 2022. |
Note 9 - Earnings (Loss) Per Sh
Note 9 - Earnings (Loss) Per Share | 3 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 9 . Earnings (Loss) Per Share Basic (loss) earnings per share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding during the reporting period. Diluted (loss) earnings per share (“diluted EPS”) is computed similarly to basic (loss) earnings per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. Potentially dilutive securities include stock options and both time and performance based RSUs (collectively “stock awards”), as well as common shares underlying the Notes. Stock awards are excluded from the calculation of diluted EPS if they are subject to performance conditions that have not no three June 30, 2022 The impact of the assumed conversion of the Notes calculated under the if-converted method was antidilutive, and as such, shares underlying the Notes were excluded from the diluted EPS calculation for three June 30, 2022 June 30, 2021. The following table presents a reconciliation of the denominators used in the computation of basic and diluted (loss) earnings per share: Three Months Ended June 30, 2022 2021 Net (loss) income available for shareholders $ (1,438 ) $ 1,995 Weighted average outstanding shares of common stock 5,273 5,152 Dilutive effect of stock options - 108 Dilutive effect of RSUs - 41 Fully diluted shares 5,273 5,301 Basic (loss) earnings per share $ (0.27 ) $ 0.39 Diluted (loss) earnings per share $ (0.27 ) $ 0.38 The following stock awards were excluded from the calculation of diluted EPS: Three Months Ended June 30, 2022 2021 Assumed conversion of the Notes 608 608 Stock awards that were anti-dilutive 315 38 Stock awards subject to performance conditions 45 8 Total stock awards excluded from diluted EPS 968 654 |
Note 10 - Income Taxes
Note 10 - Income Taxes | 3 Months Ended |
Jun. 30, 2022 | |
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. There is a potential for volatility in 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 (73.4%) for the three June 30, 2022 three June 30, 2021. three June 30, 2022 first three 2023 2022 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 no |
Note 12 - Segment Data
Note 12 - Segment Data | 3 Months Ended |
Jun. 30, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 12 . S egment Information During fiscal year 2022, not Three Months Ended June 30, 2022 2021 Revenues: Clinical Genomics $ 14,505 $ - Sterilization and Disinfection Control 14,774 15,150 Biopharmaceutical Development 10,967 8,877 Calibration Solutions 10,207 10,893 Total revenues (a) $ 50,453 $ 34,920 Gross profit Clinical Genomics $ 7,849 $ - Sterilization and Disinfection Control 10,768 11,428 Biopharmaceutical Development 7,077 4,692 Calibration Solutions 5,664 6,112 Reportable segment gross profit 31,358 22,232 Corporate and Other (b) (17 ) (21 ) Gross profit $ 31,341 $ 22,211 Reconciling Items: Operating expenses 35,935 19,088 Operating (loss) income (4,594 ) 3,123 Nonoperating (income) expense, net 818 1,705 (Loss) earnings before income taxes $ (5,412 ) $ 1,418 (a) Intersegment revenues are not (b) Non-reportable operating segments and unallocated corporate expenses are reported within Corporate and Other. The following table sets forth inventories by reportable segment. Our chief operating decision maker is not June 30, March 31, 2022 2022 Clinical Genomics $ 12,711 $ 11,802 Sterilization and Disinfection Control 2,310 2,176 Biopharmaceutical Development 4,960 4,495 Calibration Solutions 6,893 6,133 Total inventories $ 26,874 $ 24,606 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business [Policy Text Block] | Description of Business In this quarterly report on Form 10 We are a multinational manufacturer, developer, and seller of life science tools and critical quality control products and services, many of which are sold into niche markets that are driven by regulatory requirements. We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe, and Asia Pacific, and by independent 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 profit margins. As of June 30, 2022, four ● Clinical Genomics ● Sterilization and Disinfection Control ● Biopharmaceutical Development ● Calibration Solutions Non-reportable operating segments and unallocated corporate expenses are reported within Corporate and Other. |
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 the fair statement of our financial position and results of operations. The results of operations for the interim periods are not may not 10 March 31, 2022 Certain prior year amounts have been reclassified in order to conform to the current year presentation. Our fiscal year ends on March 31. first 2023 April 1, 2022 June 30, 2022. 2022” March 31, 2022, 2023” March 31, 2023. |
Reclassification, Comparability Adjustment [Policy Text Block] | Prior Period Reclassification Certain amounts presented in Note 3. 2022 not three June 30, 2022 2021. |
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. Our estimates include, among others, asset reserve requirements as well as the amounts of future cash flows associated with certain assets and businesses that are used in assessing the risk of impairment. The negative impacts associated with the ongoing novel coronavirus ("COVID- 19" 2022. may may |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements We have reviewed all recently issued accounting pronouncements and have concluded that they are either not not |
Note 2 - Significant Transact_2
Note 2 - Significant Transactions (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Life (in years) Amount Cash and cash equivalents $ 7,544 Accounts receivable 11,100 Other current assets 25,480 Total current assets 44,124 Property, plant and equipment/noncurrent assets 15,832 Deferred tax asset 811 Intangible assets: Goodwill N/A 135,880 Customer relationships 12 103,800 Intellectual property 8 45,400 Tradenames 12 15,700 Total Assets acquired $ 361,547 Accounts payable 2,174 Unearned revenues 2,713 Other current liabilities 12,295 Total current liabilities 17,182 Deferred tax liability 27,765 Other noncurrent liabilities 8,263 Total liabilities assumed $ 53,210 Total purchase price, net of cash acquired $ 300,793 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended June 30, 2022 2021 Pro forma total revenues $ 50,453 $ 53,553 Pro forma net income (4,709 ) 2,521 |
Note 3 - Revenue Recognition (T
Note 3 - Revenue Recognition (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended June 30, 2022 Clinical Genomics* Sterilization and Disinfection Control Biopharmaceutical Development Calibration Solutions Total Discrete Revenues Consumables $ 10,910 $ 12,228 $ 4,856 $ 854 $ 28,848 Hardware and Software 2,105 306 3,686 5,693 11,790 Services 528 765 1,159 2,661 5,113 Contracted Revenues Services and Software 962 1,475 1,266 999 4,702 Total Revenues $ 14,505 $ 14,774 $ 10,967 $ 10,207 $ 50,453 Three Months Ended June 30, 2021 Clinical Genomics* Sterilization and Disinfection Control Biopharmaceutical Development Calibration Solutions Total Discrete Revenues Consumables $ - $ 12,876 $ 3,772 $ 952 $ 17,600 Hardware and Software - 160 3,393 7,082 10,635 Services - 701 582 2,235 3,518 Contracted Revenues Services and Software - 1,413 1,130 624 3,167 Total Revenues $ - $ 15,150 $ 8,877 $ 10,893 $ 34,920 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Three Months Ended June 30, 2022 2021 United States $ 29,122 $ 18,455 Foreign 21,331 16,465 Total revenues $ 50,453 $ 34,920 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | Contract liabilities as of March 31, 2022 $ 15,069 Prior year liabilities recognized in revenues during the three months ended June 30, 2022 (3,298 ) Contract liabilities added during the three months ended June 30, 2022, net of revenues recognized 3,497 Contract liabilities balance as of June 30, 2022 $ 15,268 |
Note 4 - Fair Value Measureme_2
Note 4 - Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | June 30, 2022 March 31, 2022 Carrying Value Fair Value (Level 2) Carrying Value Fair Value (Level 2) Notes $ 169,590 $ 161,934 $ 169,365 $ 185,438 |
Note 5 - Supplemental Balance_2
Note 5 - Supplemental Balance Sheets Information (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | June 30, 2022 March 31, 2022 Raw materials $ 15,014 $ 14,172 Work in process 2,150 4,419 Finished goods 9,710 6,015 Inventories, net $ 26,874 $ 24,606 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | June 30, 2022 March 31, 2022 Prepaid expenses $ 4,173 $ 2,871 Prepaid income taxes 6,181 2,536 Other current assets 5,312 3,735 Total prepaid expenses and other $ 15,666 $ 9,142 |
Schedule of Accrued Liabilities [Table Text Block] | June 30, 2022 March 31, 2022 Bonus payable $ 2,138 $ 7,468 Wages and paid-time-off payable 3,116 3,677 Payroll related taxes 2,551 2,069 Other benefits payable 1,596 1,503 Total accrued payroll and benefits $ 9,401 $ 14,717 |
Note 6 - Goodwill and Intangi_2
Note 6 - Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, 2022 March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 235,519 $ (70,499 ) $ 165,020 $ 244,157 $ (67,469 ) $ 176,688 Intellectual property 64,953 (14,186 ) 50,767 65,893 (12,620 ) 53,273 Other Intangibles 24,752 (5,539 ) 19,213 25,350 (5,194 ) 20,156 Total $ 325,224 $ (90,224 ) $ 235,000 $ 335,400 $ (85,283 ) $ 250,117 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remainder of 2023 21,591 2024 28,278 2025 26,704 2026 25,950 2027 25,453 |
Schedule of Goodwill [Table Text Block] | Clinical Genomics Sterilization and Disinfection Control Biopharmaceutical Development Calibration Solutions Total March 31, 2022 $ 135,914 $ 29,750 $ 88,265 $ 37,237 $ 291,166 Effect of foreign currency translation (197) (455) (6,894) (55) (7,601) June 30, 2022 $ 135,717 $ 29,295 $ 81,371 $ 37,182 $ 283,565 |
Note 7 - Indebtedness (Tables)
Note 7 - Indebtedness (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Convertible Debt [Table Text Block] | June 30, 2022 March 31, 2022 Principal outstanding $ 172,500 $ 172,500 Unamortized debt issuance costs (2,910 ) (3,135 ) Net carrying value $ 169,590 $ 169,365 |
Interest Expense on Convertible Debt [Table Text Block] | Three Months Ended June 30, 2022 2021 Coupon interest expense at 1.375% $ 593 $ 593 Amortization of debt discounts and issuance costs 225 221 Total $ 818 $ 814 |
Note 8 - Stockholders' Equity (
Note 8 - Stockholders' Equity (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended June 30, 2022 2021 Stock-based compensation expense $ 3,432 $ 2,197 Amount of income tax (benefit) expense recognized in earnings (1,992 ) (2,785 ) Stock-based compensation expense, net of tax $ 1,440 $ (588 ) |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Stock Options Shares Subject to Options Weighted- Average Exercise Price per Share Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of March 31, 2022 202 $ 167.14 2.9 $ 18,261 Awards granted 42 185.57 Awards forfeited or expired (4 ) 231.15 Awards exercised (16 ) 93.12 Outstanding as of June 30, 2022 224 $ 174.93 3.3 $ 9,493 |
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 Outstanding as of March 31, 2022 (1) 51 $ 252.86 55 $ 288.45 Awards granted (1) 33 185.57 19 185.57 Performance adjustment (2) - - 2 202.00 Awards forfeited (2 ) 245.31 - - Awards distributed (7 ) 204.62 (10 ) 202.00 Outstanding as of June 30, 2022 (1) 75 $ 227.63 66 $ 269.18 |
Note 9 - Earnings (Loss) Per _2
Note 9 - Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended June 30, 2022 2021 Net (loss) income available for shareholders $ (1,438 ) $ 1,995 Weighted average outstanding shares of common stock 5,273 5,152 Dilutive effect of stock options - 108 Dilutive effect of RSUs - 41 Fully diluted shares 5,273 5,301 Basic (loss) earnings per share $ (0.27 ) $ 0.39 Diluted (loss) earnings per share $ (0.27 ) $ 0.38 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended June 30, 2022 2021 Assumed conversion of the Notes 608 608 Stock awards that were anti-dilutive 315 38 Stock awards subject to performance conditions 45 8 Total stock awards excluded from diluted EPS 968 654 |
Note 12 - Segment Data (Tables)
Note 12 - Segment Data (Tables) | 3 Months Ended |
Jun. 30, 2022 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 30, 2022 2021 Revenues: Clinical Genomics $ 14,505 $ - Sterilization and Disinfection Control 14,774 15,150 Biopharmaceutical Development 10,967 8,877 Calibration Solutions 10,207 10,893 Total revenues (a) $ 50,453 $ 34,920 Gross profit Clinical Genomics $ 7,849 $ - Sterilization and Disinfection Control 10,768 11,428 Biopharmaceutical Development 7,077 4,692 Calibration Solutions 5,664 6,112 Reportable segment gross profit 31,358 22,232 Corporate and Other (b) (17 ) (21 ) Gross profit $ 31,341 $ 22,211 Reconciling Items: Operating expenses 35,935 19,088 Operating (loss) income (4,594 ) 3,123 Nonoperating (income) expense, net 818 1,705 (Loss) earnings before income taxes $ (5,412 ) $ 1,418 June 30, March 31, 2022 2022 Clinical Genomics $ 12,711 $ 11,802 Sterilization and Disinfection Control 2,310 2,176 Biopharmaceutical Development 4,960 4,495 Calibration Solutions 6,893 6,133 Total inventories $ 26,874 $ 24,606 |
Note 2 - Significant Transact_3
Note 2 - Significant Transactions (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||
Oct. 20, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | ||
Goodwill, Ending Balance | $ 283,565 | $ 291,166 | ||
Agena [Member] | ||||
Payments to Acquire Businesses, Gross | $ 300,793 | |||
Payments to Acquire Businesses, Settlement of Options | 31,800 | |||
Goodwill, Ending Balance | 135,880 | [1] | $ 135,880 | |
Agena [Member] | Acquisition-related Costs [Member] | ||||
Business Combination, Acquisition Related Costs | $ 356 | |||
Agena [Member] | Agena Warrants [Member] | ||||
Payments to Acquire Businesses, Gross | 2,000 | |||
Agena [Member] | Holders of Agena Preferred and Common Stock [Member] | ||||
Payments to Acquire Businesses, Gross | $ 267,000 | |||
[1]Acquired goodwill of $140,022, all of which is allocated to the Clinical Genomics reportable segment, represents the value expected to arise from the value of expanded market opportunities, expected synergies, and assembled workforce, none of which qualify as amortizable intangible assets. The goodwill acquired is not deductible for income tax purposes. |
Note 2 - Significant Transact_4
Note 2 - Significant Transactions - Allocation of Preliminary Price (Details) - USD ($) $ in Thousands | Oct. 20, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | ||
Goodwill, Ending Balance | $ 283,565 | $ 291,166 | |||
Agena [Member] | |||||
Cash and cash equivalents | $ 7,544 | ||||
Accounts receivable | [1] | 11,100 | |||
Other current assets | [2] | 25,480 | |||
Total current assets | 44,124 | ||||
Property, plant and equipment/noncurrent assets | 15,832 | ||||
Deferred tax asset | 811 | ||||
Goodwill, Ending Balance | 135,880 | [3] | $ 135,880 | ||
Total Assets acquired | 361,547 | ||||
Accounts payable | 2,174 | ||||
Unearned revenues | 2,713 | ||||
Other current liabilities | 12,295 | ||||
Total current liabilities | 17,182 | ||||
Deferred tax liability | 27,765 | ||||
Other noncurrent liabilities | 8,263 | ||||
Total liabilities assumed | 53,210 | ||||
Total purchase price, net of cash acquired | $ 300,793 | ||||
Agena [Member] | Customer Relationships [Member] | |||||
Intangible assets, life (Year) | 12 years | ||||
Intangible assets | [4] | $ 103,800 | |||
Intangible assets, life (Year) | 12 years | ||||
Agena [Member] | Intellectual Property [Member] | |||||
Intangible assets, life (Year) | 8 years | ||||
Intangible assets | [4] | $ 45,400 | |||
Intangible assets, life (Year) | 8 years | ||||
Agena [Member] | Trade Names [Member] | |||||
Intangible assets, life (Year) | 12 years | ||||
Intangible assets | [4] | $ 15,700 | |||
Intangible assets, life (Year) | 12 years | ||||
[1]Trade receivables, net, which is expected to be collected.[2]Includes $7,462 of inventory step-up, which was amortized entirely within fiscal year 2022. Our evaluation of the valuation of inventory was complete as of March 31, 2022.[3]Acquired goodwill of $140,022, all of which is allocated to the Clinical Genomics reportable segment, represents the value expected to arise from the value of expanded market opportunities, expected synergies, and assembled workforce, none of which qualify as amortizable intangible assets. The goodwill acquired is not deductible for income tax purposes.[4]Customer relationships, intellectual property, and tradenames are currently expected to be amortized on a straight line basis over a weighted average 8.3 year period. The identified intangible assets will be amortized on a straight line basis over their useful lives, which approximates the pattern over which the assets' economic benefits are expected to be consumed over time. Amortization expense for customer relationships and tradenames will be amortized to general and administrative expenses; amortization expense for intellectual property will be recorded to cost of revenues. During the period from October 20, 2021 until March 31, 2022, $6,728 of amortization expense was recorded to general and administrative costs and $2,538 of amortization expense was recorded to cost of revenues in the Clinical Genomics Division, including the cumulative effect catch up. Our valuation of intangible assets is considered to be complete as of March 31, 2022. Going forward, we expect to record amortization expense of $3,668 and $1,419 to general and administrative costs and costs of revenues, respectively, each quarter. |
Note 2 - Significant Transact_5
Note 2 - Significant Transactions - Unaudited Pro Forma Information (Details) - Agena [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Pro forma total revenues | $ 50,453 | $ 53,553 |
Pro forma net income | $ (4,709) | $ 2,521 |
Note 3 - Revenue Recognition -
Note 3 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Revenues | $ 50,453 | $ 34,920 | |
Consumables [Member] | Transferred at Point in Time [Member] | |||
Revenues | 28,848 | 17,600 | |
Hardware and Software [Member] | Transferred at Point in Time [Member] | |||
Revenues | 11,790 | 10,635 | |
Service [Member] | Transferred at Point in Time [Member] | |||
Revenues | 5,113 | 3,518 | |
Services and Software [Member] | Transferred over Time [Member] | |||
Revenues | 4,702 | 3,167 | |
Operating Segments [Member] | |||
Revenues | 50,453 | 34,920 | |
Operating Segments [Member] | Clinical Genomics [Member] | |||
Revenues | [1] | 14,505 | 0 |
Operating Segments [Member] | Sterilization and Disinfection Control [Member] | |||
Revenues | [1] | 14,774 | 15,150 |
Operating Segments [Member] | Biopharmaceutical Development [Member] | |||
Revenues | [1] | 10,967 | 8,877 |
Operating Segments [Member] | Calibration Solutions [Member] | |||
Revenues | [1],[2] | 10,207 | 10,893 |
Operating Segments [Member] | Consumables [Member] | Transferred at Point in Time [Member] | Clinical Genomics [Member] | |||
Revenues | 10,910 | 0 | |
Operating Segments [Member] | Consumables [Member] | Transferred at Point in Time [Member] | Sterilization and Disinfection Control [Member] | |||
Revenues | 12,228 | 12,876 | |
Operating Segments [Member] | Consumables [Member] | Transferred at Point in Time [Member] | Biopharmaceutical Development [Member] | |||
Revenues | 4,856 | 3,772 | |
Operating Segments [Member] | Consumables [Member] | Transferred at Point in Time [Member] | Calibration Solutions [Member] | |||
Revenues | 854 | 952 | |
Operating Segments [Member] | Hardware and Software [Member] | Transferred at Point in Time [Member] | Clinical Genomics [Member] | |||
Revenues | 2,105 | 0 | |
Operating Segments [Member] | Hardware and Software [Member] | Transferred at Point in Time [Member] | Sterilization and Disinfection Control [Member] | |||
Revenues | 306 | 160 | |
Operating Segments [Member] | Hardware and Software [Member] | Transferred at Point in Time [Member] | Biopharmaceutical Development [Member] | |||
Revenues | 3,686 | 3,393 | |
Operating Segments [Member] | Hardware and Software [Member] | Transferred at Point in Time [Member] | Calibration Solutions [Member] | |||
Revenues | [2] | 5,693 | 7,082 |
Operating Segments [Member] | Service [Member] | Transferred at Point in Time [Member] | Clinical Genomics [Member] | |||
Revenues | 528 | 0 | |
Operating Segments [Member] | Service [Member] | Transferred at Point in Time [Member] | Sterilization and Disinfection Control [Member] | |||
Revenues | 765 | 701 | |
Operating Segments [Member] | Service [Member] | Transferred at Point in Time [Member] | Biopharmaceutical Development [Member] | |||
Revenues | 1,159 | 582 | |
Operating Segments [Member] | Service [Member] | Transferred at Point in Time [Member] | Calibration Solutions [Member] | |||
Revenues | [2] | 2,661 | 2,235 |
Operating Segments [Member] | Services and Software [Member] | Transferred over Time [Member] | Clinical Genomics [Member] | |||
Revenues | 962 | 0 | |
Operating Segments [Member] | Services and Software [Member] | Transferred over Time [Member] | Sterilization and Disinfection Control [Member] | |||
Revenues | 1,475 | 1,413 | |
Operating Segments [Member] | Services and Software [Member] | Transferred over Time [Member] | Biopharmaceutical Development [Member] | |||
Revenues | 1,266 | 1,130 | |
Operating Segments [Member] | Services and Software [Member] | Transferred over Time [Member] | Calibration Solutions [Member] | |||
Revenues | $ 999 | $ 624 | |
[1]Intersegment revenues are not significant and are eliminated to arrive at consolidated totals.[2]Revenues in the Clinical Genomics division represent transactions subsequent to the Agena Acquisition on October 20, 2021. |
Note 3 - Revenue Recognition _2
Note 3 - Revenue Recognition - Revenues From External Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | $ 50,453 | $ 34,920 |
UNITED STATES | ||
Revenues | 29,122 | 18,455 |
Non-US [Member] | ||
Revenues | $ 21,331 | $ 16,465 |
Note 3 - Revenue Recognition _3
Note 3 - Revenue Recognition - Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Contract liabilities, balance | $ 15,069 |
Prior year liabilities recognized in revenues during the three months ended June 30, 2022 | (3,298) |
Contract liabilities added during the three months ended June 30, 2022, net of revenues recognized | 3,497 |
Contract liabilities, balance | $ 15,268 |
Note 4 - Fair Value Measureme_3
Note 4 - Fair Value Measurements (Details Textual) - Senior Notes [Member] - The Notes [Member] - USD ($) $ in Millions | Jun. 30, 2022 | Mar. 31, 2022 | Aug. 12, 2019 |
Long-term Debt, Gross | $ 172.5 | $ 172.5 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | 1.375% |
Note 4 - Fair Value Measureme_4
Note 4 - Fair Value Measurements - Fair Value and Carrying Value of the Notes (Details) - Senior Notes [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2021 |
Reported Value Measurement [Member] | ||
Notes | $ 169,590 | $ 169,365 |
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Notes | $ 161,934 | $ 185,438 |
Note 5 - Supplemental Balance_3
Note 5 - Supplemental Balance Sheets Information - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 |
Raw materials | $ 15,014 | $ 14,172 | |
Work in process | 2,150 | 4,419 | |
Finished goods | 9,710 | 6,015 | |
Inventories, net | $ 26,874 | $ 24,606 | $ 24,606 |
Note 5 - Supplemental Balance_4
Note 5 - Supplemental Balance Sheets Information - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Prepaid expenses | $ 4,173 | $ 2,871 |
Prepaid income taxes | 6,181 | 2,536 |
Other current assets | 5,312 | 3,735 |
Total prepaid expenses and other | $ 15,666 | $ 9,142 |
Note 5 - Supplemental Balance_5
Note 5 - Supplemental Balance Sheets Information - Accrued Payroll and Benefits (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Wages and paid-time-off payable | $ 3,116 | $ 3,677 |
Payroll related taxes | 2,551 | 2,069 |
Other benefits payable | 1,596 | 1,503 |
Total accrued payroll and benefits | 9,401 | 14,717 |
Other Accrued Expenses [Member] | ||
Bonus payable | $ 2,138 | $ 7,468 |
Note 6 - Goodwill and Intangi_3
Note 6 - Goodwill and Intangible Assets, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Amortization of Intangible Assets | $ 7,320 | $ 3,816 |
Note 6 - Goodwill and Intangi_4
Note 6 - Goodwill and Intangible Assets, Net - Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Gross carrying amount | $ 325,224 | $ 335,400 |
Accumulated amortization | (90,224) | (85,283) |
Net carrying amount | 235,000 | 250,117 |
Customer Relationships [Member] | ||
Gross carrying amount | 235,519 | 244,157 |
Accumulated amortization | (70,499) | (67,469) |
Net carrying amount | 165,020 | 176,688 |
Intellectual Property [Member] | ||
Gross carrying amount | 64,953 | 65,893 |
Accumulated amortization | (14,186) | (12,620) |
Net carrying amount | 50,767 | 53,273 |
Other Intangible Assets [Member] | ||
Gross carrying amount | 24,752 | 25,350 |
Accumulated amortization | (5,539) | (5,194) |
Net carrying amount | $ 19,213 | $ 20,156 |
Note 6 - Goodwill and Intangi_5
Note 6 - Goodwill and Intangible Assets, Net - Estimated Amortization Expense (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Remainder of 2023 | $ 21,591 |
2024 | 28,278 |
2025 | 26,704 |
2026 | 25,950 |
2027 | $ 25,453 |
Note 6 - Goodwill and Intangi_6
Note 6 - Goodwill and Intangible Assets, Net - Change in the Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill | $ 291,166 |
Effect of foreign currency translation | (7,601) |
Goodwill | 283,565 |
Clinical Genomics [Member] | Operating Segments [Member] | |
Goodwill | 135,914 |
Effect of foreign currency translation | (197) |
Goodwill | 135,717 |
Sterilization and Disinfection Control [Member] | Operating Segments [Member] | |
Goodwill | 29,750 |
Effect of foreign currency translation | (455) |
Goodwill | 29,295 |
Biopharmaceutical Development [Member] | Operating Segments [Member] | |
Goodwill | 88,265 |
Effect of foreign currency translation | (6,894) |
Goodwill | 81,371 |
Calibration Solutions [Member] | Operating Segments [Member] | |
Goodwill | 37,237 |
Effect of foreign currency translation | (55) |
Goodwill | $ 37,182 |
Note 7 - Indebtedness (Details
Note 7 - Indebtedness (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 05, 2021 | Aug. 12, 2019 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Long-Term Line of Credit, Total | $ 47,000 | $ 49,000 | |||
Senior Secured Credit Agreement [Member] | |||||
Long-Term Line of Credit, Total | $ 47,000 | ||||
Long-Term Debt, Weighted Average Interest Rate, over Time | 1.75% | ||||
Debt Instrument, Covenant, Maximum Total Leverage Ratio for the First Four Testing Dates | 10 | ||||
Debt Instrument, Covenant, Maximum Total Leverage Ratio for the Sixth, Seventh, and Eighth Testing Dates | 5 | ||||
Debt Instrument, Covenant, Maximum Conditional Total Leverage Ratio Following an Acquisition | 5.75 | ||||
Senior Secured Credit Agreement [Member] | Minimum [Member] | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.15% | ||||
Fixed Charge Coverage Ratio | 1.25 | ||||
Senior Secured Credit Agreement [Member] | Minimum [Member] | The Credit Facility Term Loan [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | ||||
Senior Secured Credit Agreement [Member] | Maximum [Member] | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.35% | ||||
Senior Secured Credit Agreement [Member] | Maximum [Member] | The Credit Facility Term Loan [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000 | ||||
Senior Secured Credit Agreement [Member] | Swingline Loan [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000 | ||||
Senior Secured Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 75,000 | ||||
Senior Secured Credit Agreement [Member] | Letter of Credit [Member] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500 | ||||
The Notes [Member] | Senior Notes [Member] | |||||
Debt Instrument, Face Amount | $ 172,500 | ||||
Proceeds from Convertible Debt | $ 167,056 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.375% | 1.375% | |||
Debt Instrument, Interest Rate, Effective Percentage | 1.90% |
Note 7 - Indebtedness - Carryin
Note 7 - Indebtedness - Carrying Amount of the Notes (Details) - The Notes [Member] - Senior Notes [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 |
Principal outstanding | $ 172,500 | $ 172,500 |
Unamortized debt issuance costs | (2,910) | (3,135) |
Net carrying value | $ 169,590 | $ 169,365 |
Note 7 - Indebtedness - Interes
Note 7 - Indebtedness - Interest Expense on the Notes (Details) - The Notes [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Coupon interest expense at 1.375% | $ 593 | $ 593 |
Amortization of debt discounts and issuance costs | 225 | 221 |
Total | $ 818 | $ 814 |
Note 8 - Stockholders' Equity_2
Note 8 - Stockholders' Equity (Details Textual) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Mar. 31, 2020 | Mar. 31, 2022 | |
The FY23 PSUs Member | Eligible Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 19 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 13 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 185.57 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 6 | ||
The FY23 PSUs Member | Eligible Employees [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award Number of Shares Issued Upon Vesting, Percentage | 0% | ||
The FY23 PSUs Member | Eligible Employees [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award Number of Shares Issued Upon Vesting, Percentage | 200% | ||
The FY20 PSUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 10 | ||
Share-based Compensation Arrangement by Share-based Payment Award Number of Shares Issued Upon Vesting, Percentage | 126% | ||
The FY20 PSUs [Member] | Eligible Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 202 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||
The 2021 Equity Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 330 |
Note 8 - Stockholders' Equity -
Note 8 - Stockholders' Equity - Allocation of Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Stock-based compensation expense | $ 3,432 | $ 2,197 |
Amount of income tax (benefit) expense recognized in earnings | (1,992) | (2,785) |
Stock-based compensation expense, net of tax | $ 1,440 | $ (588) |
Note 8 - Stockholders' Equity_3
Note 8 - Stockholders' Equity - Stock Option and Non-vested Stock Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Mar. 31, 2022 | |
Options outstanding (in shares) | 202 | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 167.14 | |
Outstanding, Weighted- Average Remaining Contractual Life (Year) | 3 years 3 months 18 days | 2 years 10 months 24 days |
Outstanding, Aggregate Intrinsic Value | $ 18,261 | |
Options granted (in shares) | 42 | |
Awards granted, weighted average exercise price (in dollars per share) | $ 185,570 | |
Options forfeited or expired (in shares) | (4) | |
Awards forfeited or expired, weighted average exercise price (in dollars per share) | $ 231,150 | |
Awards exercised (in shares) | (16) | |
Awards exercised (in dollars per share) | $ 93,120 | |
Options outstanding (in shares) | 224 | 202 |
Outstanding as of June 30, 2022 (in dollars per share) | $ 174.93 | $ 167.14 |
Outstanding, Aggregate Intrinsic Value | $ 9,493 | $ 18,261 |
Note 8 - Stockholders' Equity_4
Note 8 - Stockholders' Equity - Restricted Stock Unit Activity (Details) | 3 Months Ended | |
Jun. 30, 2022 $ / shares shares | ||
Restricted Stock Units (RSUs) [Member] | ||
Outstanding as of March 31, 2022(1) (in shares) | shares | 51 | [1] |
Outstanding as of March 31, 2022(1) (in dollars per share) | $ / shares | $ 252.86 | [1] |
Awards granted (1) (in shares) | shares | 33 | [1] |
Awards granted (1) (in dollars per share) | $ / shares | $ 185.57 | [1] |
Performance adjustment(2) (in shares) | shares | 0 | [2] |
Performance adjustment(2) (in dollars per share) | $ / shares | $ 0 | [2] |
Awards forfeited (in shares) | shares | (2) | |
Awards forfeited (in dollars per share) | $ / shares | $ 245.31 | |
Awards distributed (in shares) | shares | (7) | |
Awards distributed, weighted average grant date fair value per share (in dollars per share) | $ / shares | $ 204.62 | |
Outstanding as of June 30, 2022(1) (in shares) | shares | 75 | [1],[2] |
Outstanding as of June 30, 2022(1) (in dollars per share) | $ / shares | $ 227.63 | [1] |
Performance Stock Units [Member] | ||
Outstanding as of March 31, 2022(1) (in shares) | shares | 55 | [1] |
Outstanding as of March 31, 2022(1) (in dollars per share) | $ / shares | $ 288.45 | [1] |
Awards granted (1) (in shares) | shares | 19 | [1] |
Awards granted (1) (in dollars per share) | $ / shares | $ 185.57 | [1] |
Performance adjustment(2) (in shares) | shares | 2 | [2] |
Performance adjustment(2) (in dollars per share) | $ / shares | $ 202 | [2] |
Awards forfeited (in shares) | shares | 0 | |
Awards forfeited (in dollars per share) | $ / shares | $ 0 | |
Awards distributed (in shares) | shares | (10) | |
Awards distributed, weighted average grant date fair value per share (in dollars per share) | $ / shares | $ 202 | |
Outstanding as of June 30, 2022(1) (in shares) | shares | 66 | [1],[2] |
Outstanding as of June 30, 2022(1) (in dollars per share) | $ / shares | $ 269.18 | [1] |
[1]Balances for performance-based restricted stock units ("PSUs") are reflected at target.[2]During the three months ended June 30, 2022, the fiscal year 2020 PSUs vested and were paid at 126% of target, based on actual performance results and completion of service conditions. |
Note 9 - Earnings (Loss) Per _3
Note 9 - Earnings (Loss) Per Share - Computation of Net Income Per Share, Basic & Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Net (loss) income available for shareholders | $ (1,438) | $ 1,995 |
Weighted average outstanding shares of common stock (in shares) | 5,273 | 5,152 |
Fully diluted shares (in shares) | 5,273 | 5,301 |
Basic (loss) earnings per share (in dollars per share) | $ (0.27) | $ 0.39 |
Diluted (loss) earnings per share (in dollars per share) | $ (0.27) | $ 0.38 |
Share-Based Payment Arrangement, Option [Member] | ||
Dilutive effect of shares (in shares) | 0 | 108 |
Restricted Stock Units (RSUs) [Member] | ||
Dilutive effect of shares (in shares) | 0 | 41 |
Note 9 - Earnings (Loss) Per _4
Note 9 - Earnings (Loss) Per Share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Total stock awards excluded from diluted EPS (in shares) | 968 | 654 |
Assumed Conversion of Convertible Debt [Member] | ||
Total stock awards excluded from diluted EPS (in shares) | 608 | 608 |
Stock Awards that were Antidilutive [Member] | ||
Total stock awards excluded from diluted EPS (in shares) | 315 | 38 |
Stock Awards Subject to Performance Conditions [Member] | ||
Total stock awards excluded from diluted EPS (in shares) | 45 | 8 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Effective Income Tax Rate Reconciliation, Percent, Total | (73.40%) | (40.70%) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% |
Note 12 - Segment Data - Operat
Note 12 - Segment Data - Operating Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | ||
Revenues | $ 50,453 | $ 34,920 | ||
Gross profit (loss) | 31,341 | 22,211 | ||
Operating expenses | 35,935 | 19,088 | ||
Operating (loss) income | (4,594) | 3,123 | ||
Nonoperating (income) expense, net | (818) | (1,705) | ||
(Loss) earnings before income taxes | (5,412) | 1,418 | ||
Total inventories | 26,874 | 24,606 | $ 24,606 | |
Operating Segments [Member] | ||||
Revenues | 50,453 | 34,920 | ||
Gross profit (loss) | 31,358 | 22,232 | ||
Operating expenses | 35,935 | 19,088 | ||
Operating (loss) income | (4,594) | 3,123 | ||
Nonoperating (income) expense, net | 818 | 1,705 | ||
Operating Segments [Member] | Clinical Genomics [Member] | ||||
Revenues | [1] | 14,505 | 0 | |
Gross profit (loss) | 7,849 | 0 | ||
Total inventories | 12,711 | 11,802 | ||
Operating Segments [Member] | Sterilization and Disinfection Control [Member] | ||||
Revenues | [1] | 14,774 | 15,150 | |
Gross profit (loss) | 10,768 | 11,428 | ||
Total inventories | 2,310 | 2,176 | ||
Operating Segments [Member] | Biopharmaceutical Development [Member] | ||||
Revenues | [1] | 10,967 | 8,877 | |
Gross profit (loss) | 7,077 | 4,692 | ||
Total inventories | 4,960 | 4,495 | ||
Operating Segments [Member] | Calibration Solutions [Member] | ||||
Revenues | [1],[2] | 10,207 | 10,893 | |
Gross profit (loss) | 5,664 | 6,112 | ||
Total inventories | 6,893 | 6,133 | ||
Corporate, Non-Segment [Member] | ||||
Revenues | [1],[3] | $ (17) | $ (21) | |
[1]Intersegment revenues are not significant and are eliminated to arrive at consolidated totals.[2]Revenues in the Clinical Genomics division represent transactions subsequent to the Agena Acquisition on October 20, 2021.[3]Non-reportable operating segments and unallocated corporate expenses are reported within Corporate and Other. |