Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Oct. 31, 2017 | Mar. 31, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Sep. 30, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VIVO | ||
Entity Registrant Name | MERIDIAN BIOSCIENCE INC | ||
Entity Central Index Key | 794,172 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 42,216,567 | ||
Entity Public Float | $ 574,070,312 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | |||
Net Revenues | $ 200,771 | $ 196,082 | $ 194,830 |
Cost of Sales | 75,938 | 68,295 | 72,948 |
Gross Profit | 124,833 | 127,787 | 121,882 |
Operating Expenses: | |||
Research and development | 15,680 | 13,815 | 12,605 |
Selling and marketing | 32,101 | 29,871 | 25,601 |
General and administrative | 32,280 | 30,565 | 27,616 |
CEO transition and IP defense costs | 762 | ||
Goodwill impairment charge | 6,628 | ||
Sales and marketing leadership reorganization costs | 677 | ||
Acquisition-related costs | 1,481 | ||
Total operating expenses | 87,451 | 76,409 | 65,822 |
Operating Income | 37,382 | 51,378 | 56,060 |
Other Income (Expense): | |||
Interest income | 171 | 67 | 23 |
Interest expense | (1,642) | (897) | |
Other, net | 518 | 96 | (1,020) |
Total other expense | (953) | (734) | (997) |
Earnings Before Income Taxes | 36,429 | 50,644 | 55,063 |
Income Tax Provision | 14,872 | 18,415 | 19,523 |
Net Earnings | $ 21,557 | $ 32,229 | $ 35,540 |
Earnings Per Share Data: | |||
Basic earnings per common share | $ 0.51 | $ 0.77 | $ 0.85 |
Diluted earnings per common share | $ 0.51 | $ 0.76 | $ 0.85 |
Common shares used for basic earnings per common share | 42,188 | 42,010 | 41,659 |
Effect of dilutive stock options and restricted share units | 383 | 383 | 353 |
Common shares used for diluted earnings per common share | 42,571 | 42,393 | 42,012 |
Dividends declared per common share | $ 0.575 | $ 0.800 | $ 0.800 |
Anti-dilutive Securities: | |||
Common share options and restricted share units | 873 | 462 | 551 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings | $ 21,557 | $ 32,229 | $ 35,540 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 1,616 | (2,732) | (2,639) |
Unrealized gain (loss) on cash flow hedge | 1,544 | (729) | |
Income taxes related to items of other comprehensive income | (590) | 275 | |
Other comprehensive income (loss), net of tax | 2,570 | (3,186) | (2,639) |
Comprehensive Income | $ 24,127 | $ 29,043 | $ 32,901 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Current Assets: | ||
Cash and equivalents | $ 57,072 | $ 47,226 |
Accounts receivable, less allowances of $307 and $334, respectively | 29,106 | 27,102 |
Inventories | 41,493 | 45,057 |
Prepaid expenses and other current assets | 6,204 | 7,406 |
Total current assets | 133,875 | 126,791 |
Property, Plant and Equipment, at Cost: | ||
Land | 1,162 | 1,155 |
Buildings and improvements | 32,207 | 31,487 |
Machinery, equipment and furniture | 48,836 | 45,085 |
Construction in progress | 1,895 | 1,947 |
Subtotal | 84,100 | 79,674 |
Less: accumulated depreciation and amortization | 53,590 | 49,224 |
Net property, plant and equipment | 30,510 | 30,450 |
Other Assets: | ||
Goodwill | 54,926 | 61,982 |
Other intangible assets, net | 26,704 | 29,855 |
Restricted cash | 1,000 | 1,000 |
Deferred instrument costs, net | 1,368 | 1,392 |
Fair value of interest rate swap | 815 | |
Deferred income taxes | 158 | 205 |
Other assets | 421 | 353 |
Total other assets | 85,392 | 94,787 |
Total assets | 249,777 | 252,028 |
Current Liabilities: | ||
Accounts payable | 7,719 | 7,627 |
Accrued employee compensation costs | 4,536 | 7,106 |
Current portion of acquisition consideration | 2,095 | |
Other accrued expenses | 2,789 | 2,606 |
Current portion of long-term debt | 4,500 | 3,750 |
Income taxes payable | 1,248 | 1,482 |
Total current liabilities | 22,887 | 22,571 |
Non-CurrentLiabilities | ||
Acquisition consideration | 235 | 2,383 |
Post-employment benefits | 2,468 | 2,305 |
Fair value of interest rate swap | 729 | |
Long-term debt | 50,147 | 54,610 |
Deferred income taxes | 4,455 | 2,958 |
Total non-current liabilities | 57,305 | 62,985 |
Commitments and Contingencies | ||
Shareholders' Equity: | ||
Preferred stock, no par value; 1,000,000 shares authorized; none issued | ||
Common shares, no par value; 71,000,000 shares authorized, 42,207,317 and 42,106,587 issued, respectively | 0 | 0 |
Additional paid-in capital | 125,608 | 122,356 |
Retained earnings | 46,923 | 49,632 |
Accumulated other comprehensive loss | (2,946) | (5,516) |
Total shareholders' equity | 169,585 | 166,472 |
Total liabilities and shareholders' equity | $ 249,777 | $ 252,028 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 307 | $ 334 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | ||
Common stock, shares authorized | 71,000,000 | 71,000,000 |
Common stock, shares issued | 42,207,317 | 42,106,587 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Sep. 30, 2014 | $ 161,029 | $ 111,851 | $ 48,869 | $ 309 | |
Beginning balance, Shares at Sep. 30, 2014 | 41,622 | ||||
Cash dividends paid | (33,357) | (33,357) | |||
Exercise of stock options | 1,976 | 1,976 | |||
Exercise of stock options, Shares | 187 | ||||
Conversion of restricted share units | 0 | $ 0 | 0 | 0 | 0 |
Conversion of restricted share units, Shares | 29 | ||||
Stock compensation expense | 3,324 | 3,324 | |||
Net earnings | 35,540 | 35,540 | |||
Foreign currency translation adjustment | (2,639) | (2,639) | |||
Ending balance at Sep. 30, 2015 | 165,873 | 117,151 | 51,052 | (2,330) | |
Ending balance, Shares at Sep. 30, 2015 | 41,838 | ||||
Cash dividends paid | (33,649) | (33,649) | |||
Exercise of stock options | 2,294 | 2,294 | |||
Exercise of stock options, Shares | 152 | ||||
Conversion of restricted share units | 0 | $ 0 | 0 | 0 | 0 |
Conversion of restricted share units, Shares | 117 | ||||
Stock compensation expense | 2,911 | 2,911 | |||
Net earnings | 32,229 | 32,229 | |||
Foreign currency translation adjustment | (2,732) | (2,732) | |||
Hedging activity, net of tax | (454) | (454) | |||
Ending balance at Sep. 30, 2016 | 166,472 | 122,356 | 49,632 | (5,516) | |
Ending balance, Shares at Sep. 30, 2016 | 42,107 | ||||
Cash dividends paid | (24,266) | (24,266) | |||
Exercise of stock options | $ (129) | (129) | |||
Exercise of stock options, Shares | 18 | 18 | |||
Conversion of restricted share units | $ 0 | $ 0 | 0 | 0 | 0 |
Conversion of restricted share units, Shares | 82 | ||||
Stock compensation expense | 3,381 | 3,381 | |||
Net earnings | 21,557 | 21,557 | |||
Foreign currency translation adjustment | 1,616 | 1,616 | |||
Hedging activity, net of tax | 954 | 954 | |||
Ending balance at Sep. 30, 2017 | $ 169,585 | $ 125,608 | $ 46,923 | $ (2,946) | |
Ending balance, Shares at Sep. 30, 2017 | 42,207 |
Consolidated Statements of Sha7
Consolidated Statements of Shareholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Stockholders' Equity [Abstract] | |||||||||||
Cash dividends per common share | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.200 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.575 | $ 0.80 | $ 0.80 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows From Operating Activities | |||
Net earnings | $ 21,557 | $ 32,229 | $ 35,540 |
Non-cash items included in net earnings: | |||
Depreciation of property, plant and equipment | 4,342 | 3,937 | 3,470 |
Amortization of intangible assets | 3,776 | 2,690 | 1,748 |
Amortization of deferred instrument costs | 972 | 1,091 | 1,391 |
Stock-based compensation | 3,381 | 2,911 | 3,324 |
Goodwill impairment charge | 6,628 | ||
Deferred income taxes | 1,474 | (233) | (122) |
Losses on long-lived assets | 659 | 94 | |
Change in current assets, net of acquisition | 3,481 | (8,115) | (6,079) |
Change in current liabilities, net of acquisition | (3,535) | 2,237 | 3,238 |
Other, net | (721) | (183) | 205 |
Net cash provided by operating activities | 41,355 | 37,223 | 42,809 |
Cash Flows From Investing Activities | |||
Purchase of property, plant and equipment | (4,467) | (4,004) | (4,613) |
Purchase of equity method investment | (600) | ||
Proceeds from sale of assets | 1,138 | ||
Purchase of intangibles and other assets | (151) | ||
Acquisition of Magellan, net of cash acquired | (62,091) | ||
Net cash used for investing activities | (4,467) | (66,695) | (3,626) |
Cash Flows From Financing Activities | |||
Dividends paid | (24,266) | (33,649) | (33,357) |
Proceeds from term loan, net of issuance costs | 59,860 | ||
Payments on term loan | (3,750) | (1,500) | |
Proceeds and tax benefits from exercises of stock options | 303 | 2,494 | 2,614 |
Net cash provided by (used for) financing activities | (27,713) | 27,205 | (30,743) |
Effect of Exchange Rate Changes on Cash and Equivalents | 671 | (480) | (1,514) |
Net Increase (Decrease) in Cash and Equivalents | 9,846 | (2,747) | 6,926 |
Cash and Equivalents at Beginning of Period | 47,226 | 49,973 | 43,047 |
Cash and Equivalents at End of Period | 57,072 | 47,226 | 49,973 |
Supplemental Cash Flow Information | |||
Cash paid for interest | 1,605 | 879 | |
Cash paid for income taxes | $ 12,613 | $ 17,915 | $ 20,168 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (1) Summary of Significant Accounting Policies (a) Nature of Business - (b) Principles of Consolidation - (c) Use of Estimates - (d) Foreign Currency Translation year-end (e) Cash, Cash Equivalents and Investments - A-2, P-2 F-2, Our investment portfolio includes the following components: September 30, 2017 September 30, 2016 Cash and Other Cash and Other Overnight repurchase agreements $ — $ — $ 9,988 $ — Institutional money market funds 20,104 — 10,020 — Cash on hand – Restricted — 1,000 — 1,000 Unrestricted 36,968 — 27,218 — Total $ 57,072 $ 1,000 $ 47,226 $ 1,000 (f) Inventories first-in, first-out illumi gene illumi gene We establish reserves against cost for excess and obsolete materials, finished goods whose shelf life may expire before sale to customers, and other identified exposures. Such reserves were $2,059 and $2,680 at September 30, 2017 and 2016, respectively. We estimate these reserves based on assumptions about future demand and market conditions. If actual demand and market conditions were to be less favorable than such estimates, additional inventory write-downs would be required and recorded in the period known. Such adjustments would negatively affect gross profit margin and overall results of operations. (g) Property, Plant and Equipment write-off Buildings and improvements - 18 to 40 years Leasehold improvements - life of the lease Machinery, equipment and furniture - 3 to 10 years Computer equipment and software - 3 to 5 years Instruments under customer reagent rental arrangements - 5 years (h) Intangible Assets - Science-U.S. During fiscal 2017, we performed quantitative assessments as of June 30, 2017 for each of our Americas Diagnostics, Bioline and Life Science-U.S. Science-U.S. During the quarter ended June 30, 2017, the events described below occurred, indicating that impairment of the goodwill recorded as part of the Magellan acquisition had occurred. On May 17, 2017, the FDA issued a field safety notice advising customers to discontinue use of Magellan’s lead testing systems with venous blood samples. This field safety notice was followed by product recall notices on May 25 th th Subsequent to the issuances of these field safety and product recall notices, the FDA completed an inspection of Magellan’s quality system, and issued its Form 483, Inspectional Observations, on June 29, 2017, which was expectedly followed by a Warning Letter issued on October 23, 2017. The Warning Letter requires periodic reporting on our remediation progress. As a result of these matters, we expect to experience delays in reinstating venous blood sample testing on our LeadCare products, as well as in obtaining 510(k) clearance for new Magellan products. We also expect delays in obtaining export certifications for Magellan products during the remediation period. In light of these factors and their impacts, during our third fiscal quarter, it was determined that a potential impairment of goodwill recorded in connection with the acquisition of Magellan had occurred (i.e., a “triggering event”). With the assistance of an independent valuation firm, Magellan’s fair value was calculated via both market (comparable company) and income (discounted cash flows) approaches. Based upon these approaches, it was determined that the carrying value of the Magellan reporting unit did, in fact, exceed its fair value. As a result, an impairment charge of $6,628, on both a pre-tax and after-tax basis, was recorded during the third quarter and is reflected as a separate operating expense line item within the accompanying Consolidated Statement of Operations for the year ended September 30, 2017. This quantitative assessment as of May 31, 2017 was supplemented by a qualitative assessment of Magellan’s goodwill as of June 30, 2017, with such assessment indicating that no additional impairment existed. No impairments were indicated or recorded from the analyses performed for fiscal 2016 or 2015. During fiscal 2017, goodwill decreased $7,056, reflecting (i) a $767 acquisition measurement period adjustment downward related to Magellan (Diagnostics operating segment; see Note 2); (ii) the $6,628 impairment charge related to Magellan; and (iii) a $339 increase from the currency translation adjustment on the goodwill of the Life Science segment’s Bioline Group. The increase of $39,633 in fiscal 2016 reflects the addition of $41,358 from the acquisition of Magellan and a $1,725 decrease from the currency translation adjustments related to the Bioline Group. A summary of Meridian’s acquired intangible assets subject to amortization, as of September 30, 2017 and 2016 is as follows: 2017 2016 As of September 30, Gross Accum. Gross Accum. Manufacturing technologies, core products and cell lines $ 22,332 $ 12,807 $ 21,921 $ 11,540 Trade names, licenses and patents 8,689 4,398 9,037 3,947 Customer lists, customer relationships and supply agreements 24,562 11,854 24,385 10,511 Non-compete 720 540 680 170 $ 56,303 $ 29,599 $ 56,023 $ 26,168 The actual aggregate amortization expense for these intangible assets for fiscal 2017, 2016 and 2015 was $3,776, $2,690 and $1,748, respectively. The estimated aggregate amortization expense for these intangible assets for each of the five succeeding fiscal years is as follows: fiscal 2018 - $3,561, fiscal 2019 - $3,340, fiscal 2020 - $3,176, fiscal 2021 - $2,561 and fiscal 2022 - $2,182. Long-lived assets, excluding goodwill, are reviewed for impairment when events or circumstances indicate that such assets may not be recoverable at their carrying value. Whether an event or circumstance triggers an impairment is determined by comparing an estimate of the asset’s future undiscounted cash flows to its carrying value. If impairment has occurred, it is measured by a fair-value based calculation. Our ability to recover the carrying value of our intangible assets, both identifiable intangibles and goodwill, is dependent upon the future cash flows of the related acquired businesses and assets. We make judgments and assumptions regarding future cash flows, including sales levels, gross profit margins, operating expense levels, working capital levels, and capital expenditures. With respect to identifiable intangibles and fixed assets, we also make judgments and assumptions regarding useful lives. We consider the following factors in evaluating events and circumstances for possible impairment: (i) significant under-performance relative to historical or projected operating results; (ii) negative industry trends; (iii) sales levels of specific groups of products (related to specific identifiable intangibles); (iv) changes in overall business strategies; and (v) other factors. If actual cash flows are less favorable than projections, this could trigger impairment of intangible assets and other long-lived assets. If impairment were to occur, this would negatively affect overall results of operations. Aside from the Magellan matter noted above, no triggering events have been identified by the Company for fiscal 2017, 2016 or 2015. (i) Revenue Recognition and Accounts Receivable Revenue for the Diagnostics segment is reduced at the date of sale for product price adjustments due to certain distributors under local contracts. Management estimates accruals for distributor price adjustments based on local contract terms, sales data provided by distributors, historical statistics, current trends, and other factors. Changes to the accruals are recorded in the period that they become known. Such accruals were $4,190 at September 30, 2017 and $4,178 at September 30, 2016, and have been netted against accounts receivable. Revenue for our Diagnostics segment includes revenue for our illumi gene We evaluate whether each deliverable in the arrangement is a separate unit of accounting. The significant deliverables are an instrument, instrument accessories (e.g., printer) and test kits. An instrument and instrument accessories are delivered to the customer prior to the start of the customer utilization period in order to accommodate customer set-up de minimis illumi gene In markets where the test system is not sold via multiple deliverable arrangements, the cost of the instrument and instrument accessories is charged to cost of sales at the time of shipment and transfer of title to the customer. Revenue for the sales of instruments, instrument accessories and test kits is recognized upon shipment and transfer of title to the customers. In these markets, our illumi gene end-users. Our products are generally not subject to a customer right of return except for product recall events under the rules and regulations of the Food and Drug Administration or equivalent agencies outside the United States. In this circumstance, the costs to replace affected products would be accrued at the time a loss was probable and estimable. Trade accounts receivable are recorded in the accompanying Consolidated Balance Sheets at invoiced amounts less provisions for distributor price adjustments under local contracts and doubtful accounts. The allowance for doubtful accounts represents our estimate of probable credit losses and is based on historical write-off non-payment. (j) Research and Development Costs (k) Income Taxes We account for uncertain tax positions using a benefit recognition model with a two-step more-likely-than-not (l) Stock-Based Compensation (m) Comprehensive Income (Loss) (n) Shipping and Handling Costs (o) Non-Income non-income, (p) Recent Accounting Pronouncements No. 2014-09, Revenue from Contracts with Customers 2014-09. 2014-09 In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting paid-in In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment implied fair value (q) Reclassifications |
Magellan Acquisition
Magellan Acquisition | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Magellan Acquisition | (2) Magellan Acquisition On March 24, 2016, we acquired all of the outstanding common stock of Magellan Biosciences, Inc., and its wholly-owned subsidiary Magellan Diagnostics, Inc. (collectively, “Magellan”), for $67,874, utilizing the proceeds from a new $60,000 five-year term loan and cash and equivalents on hand. An amount of the acquisition consideration totaling $2,330 remains payable to the sellers, pending the realization of tax benefits for certain net operating loss carryforwards in future tax returns, which is expected to be paid in fiscal 2018 and fiscal 2019 upon filing of our U.S. tax returns. Headquartered near Boston, Massachusetts, Magellan is a leading manufacturer of FDA-cleared point-of-care As a result of the consideration paid exceeding the preliminary fair value of the net assets acquired, goodwill in the amount of $40,591 was originally recorded in connection with this acquisition, none of which is deductible for tax purposes. As of June 30, 2017, the goodwill recorded in connection with the acquisition was written down to $33,963 (see Note 1(h) for a discussion of the $6,628 impairment write-down). This goodwill results largely from the addition of Magellan’s complementary customer base and distribution channels, industry reputation in the U.S. as a leader in lead testing, and management talent and workforce. Our fiscal 2016 Consolidated Statement of Operations includes $1,105 of acquisition-related costs related to the Magellan acquisition, which are reflected as Operating Expenses. The Magellan results of operations, which are included in our fiscal 2017 and fiscal 2016 Consolidated Statements of Operations and reported as part of the Diagnostics operating segment, include: (i) $0 and $181 of cost of sales in fiscal 2017 and fiscal 2016, respectively, related to the roll-out (ii) $2,736 and $1,311 of general and administrative expenses in fiscal 2017 and fiscal 2016, respectively, related to the amortization of specific identifiable intangible assets recorded on the opening balance sheet including customer relationships, technology, non-compete The results of Magellan included in the Company’s accompanying consolidated results are as follows, reflecting the items noted above, including the $6,628 goodwill impairment charge, and excluding interest expense on the debt secured by Meridian in connection with the transaction: 2017 2016 2,015 Net Revenues $ 18,061 $ 10,034 $ — Net Earnings $ (5,916 ) $ 848 $ — The recognized amounts of identifiable assets acquired and liabilities assumed in the acquisition of Magellan are as follows: March 24, (as initially Measurement March 24, (as adjusted) Fair value of assets acquired - Cash and equivalents $ 3,400 $ — $ 3,400 Accounts receivable 1,700 — 1,700 Inventories 1,400 — 1,400 Other current assets 300 — 300 Property, plant and equipment 2,800 (200 ) 2,600 Goodwill 42,800 (2,200 ) 40,600 Other intangible assets (estimated useful life): Customer relationships (15 years) 12,600 300 12,900 Technology (10 years) 10,600 300 10,900 Non-compete 700 — 700 Trade names (approximate 9 year weighted average) 3,700 (700 ) 3,000 80,000 (2,500 ) 77,500 Fair value of liabilities assumed - Accounts payable and accrued expenses 1,600 100 1,700 Deferred income tax liabilities 10,600 (2,700 ) 7,900 Total consideration paid (including $2,400 accrued to be paid) $ 67,800 $ 100 $ 67,900 The consolidated pro forma results of the combined entities of Meridian and Magellan, had the acquisition date been October 1, 2015, are as follows for the periods indicated: (UNAUDITED) Fiscal Year Ended September 30, 2017 2016 Net Revenues $ 200,771 $ 203,720 Net Earnings $ 21,557 $ 32,226 These pro forma amounts have been calculated by including the results of Magellan, and adjusting the combined results to give effect to the following, as if the acquisition had been consummated on October 1, 2015, together with the consequential tax effects thereon: (i) remove the effect of transaction costs incurred by the Company ($1,105 in fiscal 2016); (ii) reflect the additional depreciation and amortization that would have been charged in connection with the fair value adjustments to inventory, property, plant and equipment, and identifiable intangible assets ($1,412 in fiscal 2016); (iii) reflect the additional stock compensation expense related to equity-based awards granted under the Company’s 2012 Stock Incentive Plan to certain Magellan employees in accordance with executed employee agreements, and to certain Meridian employees to reward them for their efforts in connection with the transaction ($95 in fiscal 2016); and (iv) reflect the additional interest expense that would have been incurred on the Company’s $60,000 term note ($789 in fiscal 2016). |
Inventories
Inventories | 12 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | (3) Inventories Inventories are comprised of the following: As of September 30, 2017 2016 Raw materials $ 6,575 $ 7,639 Work-in-process 11,559 13,146 Finished goods - instruments 1,460 2,378 Finished goods - kits and reagents 21,899 21,894 Total $ 41,493 $ 45,057 |
Bank Credit Arrangements
Bank Credit Arrangements | 12 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Bank Credit Arrangements | (4) Bank Credit Arrangements In connection with the acquisition of Magellan (see Note 2), on March 22, 2016 the Company entered into a $60,000 five-year term loan with a commercial bank. The term loan requires quarterly principal and interest payments, with interest at a variable rate tied to LIBOR, and a balloon principal payment due March 31, 2021. The required principal payments on the term loan for each of the remaining fiscal years are as follows: fiscal 2018 - $4,500, fiscal 2019 - $5,250, fiscal 2020 - $6,000, and fiscal 2021 - $39,000. In light of the term loan’s interest being determined on a variable rate basis, the fair value of the term loan at September 30, 2017 approximates the current carrying value reflected in the accompanying Consolidated Balance Sheet. In order to limit exposure to volatility in the LIBOR interest rate, the Company and the commercial bank also entered into an interest rate swap that effectively converts the variable interest rate on the term loan to a fixed rate of 2.76%. With an initial notional balance of $60,000, the interest rate swap was established with critical terms identical to those of the term loan, including (i) notional reduction amounts and dates; (ii) LIBOR settlement rates; (iii) rate reset dates; and (iv) term/maturity. Due to this, the interest swap has been designated as an effective cash flow hedge, with changes in fair value reflected as a separate component of other comprehensive income in the accompanying Consolidated Statements of Comprehensive Income. At September 30, 2017 and 2016, the fair value of the interest rate swap was an asset of $815 and a liability of $729, respectively, and is reflected as a non-current non-current In addition, the Company maintains a $30,000 revolving credit facility with a commercial bank, which expires March 31, 2021. There were no borrowings outstanding on this revolving credit facility at September 30, 2017 or September 30, 2016. The term loan and revolving credit facility are collateralized by the business assets of the Company’s U.S. subsidiaries and require compliance with financial covenants that limit the amount of debt obligations and require a minimum level of coverage of fixed charges, as defined in the borrowing agreement. As of September 30, 2017, the Company is in compliance with all covenants. The Company is also required to maintain a cash compensating balance with the bank in the amount of $1,000, and is in compliance with this requirement. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (5) Income Taxes (a) Earnings before income taxes, and the related provision for income taxes for the years ended September 30, 2017, 2016 and 2015 were as follows: Year Ended September 30, 2017 2016 2015 Domestic $ 31,885 $ 44,795 $ 50,653 Foreign 4,544 5,849 4,410 Total earnings before income taxes $ 36,429 $ 50,644 $ 55,063 Provision (credit) for income taxes - Federal - Current $ 11,262 $ 16,178 $ 16,152 Temporary differences Fixed asset basis differences and depreciation (181 ) (45 ) 50 Intangible asset basis differences and amortization (1,158 ) (744 ) (421 ) Currently non-deductible 884 (694 ) 217 Stock-based compensation (635 ) 129 126 Net operating loss carryforwards utilized 1,831 — — Tax credit carryforwards utilized 67 41 250 Other, net 99 181 19 Subtotal 12,169 15,046 16,393 State and local 1,900 2,421 2,236 Foreign 803 948 894 Total income tax provision $ 14,872 $ 18,415 $ 19,523 (b) The following is a reconciliation between the statutory U.S. income tax rate and the effective rate derived by dividing the provision for income taxes by earnings before income taxes: Year Ended September 30, 2017 2016 2015 Computed income taxes at statutory rate $ 12,750 35.0 % $ 17,719 35.0 % $ 19,264 35.0 % Increase (decrease) in taxes resulting from - State and local income taxes 1,093 3.0 1,329 2.6 1,365 2.5 Foreign tax rate differences (281 ) (0.8 ) (337 ) (0.7 ) (217 ) (0.4 ) Qualified domestic production incentives (1,012 ) (2.8 ) (1,290 ) (2.5 ) (1,197 ) (2.2 ) Acquisition-related costs — — 215 0.4 — — Uncertain tax position activity 134 0.4 122 0.2 (25 ) — Goodwill impairment charge 2,320 6.4 — — — — Valuation allowance — — 327 0.7 7 — Other, net (132 ) (0.4 ) 330 0.7 326 0.6 $ 14,872 40.8 % $ 18,415 36.4 % $ 19,523 35.5 % (c) The components of net deferred tax liabilities were as follows: As of September 30, 2017 2016 Deferred tax assets - Valuation reserves and non-deductible $ 1,762 $ 2,366 Stock compensation expense not deductible 3,367 3,110 Net operating loss and tax credit carryforwards 743 2,190 Basis difference in equity-method investee 302 302 Inventory basis differences 1,269 1,620 Other (289 ) 297 Subtotal 7,154 9,885 Less valuation allowance (342 ) (342 ) Deferred tax assets 6,812 9,543 Deferred tax liabilities - Fixed asset basis differences and depreciation (1,325 ) (1,526 ) Intangible asset basis differences and amortization (9,784 ) (10,770 ) Deferred tax liabilities (11,109 ) (12,296 ) Net deferred tax liabilities $ (4,297 ) $ (2,753 ) For income tax purposes, we have recorded deferred tax assets related to operating loss and tax credit carryforwards in both U.S. and foreign jurisdictions totaling $546 and $197, respectively, as of September 30, 2017. At September 30, 2016, such deferred tax assets totaled $1,945 and $245, respectively. The operating loss carryforwards in foreign jurisdictions have no expiration date. The operating loss carryforwards in the U.S. expire between 2023 and 2036 at the federal level, and between 2028 and 2036 at the state level. The aggregate amount of federal, state and foreign operating loss carryforwards total $552, $2,731 and $697, respectively, at September 30, 2017, and the AMT tax credit carryforward totals $133. The use of the federal and state losses and credits is limited by the change of ownership provisions of the Internal Revenue Code. The realization of deferred tax assets is dependent upon the generation of future taxable income in the applicable jurisdictions. We have considered the levels of currently anticipated pre-tax Undistributed earnings reinvested indefinitely in our non-U.S. As described in Note 1, we utilize a comprehensive model for the recognition, measurement, presentation and disclosure of uncertain tax positions, assuming full knowledge of all relevant facts by the applicable tax authorities. The total amount of unrecognized tax benefits at September 30, 2017 and September 30, 2016 related to such positions was $517 and $502, respectively, of which $405 would favorably affect the effective tax rate if recognized. We generally recognize interest and penalties related to uncertain tax positions as a component of our income tax provision. During fiscal 2017, such penalties and interest totaled $35. During fiscal 2016, we increased our tax provision by approximately $8 for such penalties and interest, and recorded approximately $85 to the opening balance sheet of Magellan. We had approximately $165 accrued for the payment of interest and penalties at September 30, 2017 compared to $130 accrued at September 30, 2016. The amount of our liability for uncertain tax positions expected to be paid or settled in the next 12 months is uncertain. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: 2017 2016 Unrecognized income tax benefits beginning of year $ 502 $ 238 Additions for tax positions of prior years 144 264 Tax examination and other settlements (129 ) — Unrecognized income tax benefits at end of year $ 517 $ 502 We are subject to examination by the tax authorities in the U.S. (both federal and state) and the countries of Australia, Belgium, China, England, France, Germany, Holland, Italy and Singapore. In the U.S., open tax years are fiscal 2014, fiscal 2015 and fiscal 2016. In countries outside the U.S., open tax years generally range from fiscal 2012 and forward. However, in Australia, Belgium and Singapore, the utilization of local net operating loss carryforwards extends the statute of limitations for examination well into the foreseeable future. To the extent that adjustments result from the completion of these examinations or the lapsing of statutes of limitation, they will affect tax liabilities in the period known. We believe that the results of any tax authority examinations would not have a significant adverse impact on our financial condition or results of operations |
Employee Benefits
Employee Benefits | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Benefits | (6) Employee Benefits (a) Savings and Investment Plan (b) Stock-Based Compensation Plans Each of the 2004 Plan and 2012 Plan authorized the granting of new shares for options, restricted shares or restricted share units for up to 3,000 shares, with the non-granted During fiscal 2015, we granted approximately 270 restricted share units (with a weighted-average grant date fair value of $17.91 per share) to certain employees, generally with half of each employee’s grant being time-vested restricted share units vesting in total on the fourth anniversary of the grant date, and the remaining half being subject to attainment of a specified earnings target for fiscal 2015. While dividend equivalents were paid on these units throughout fiscal 2015, the target for fiscal 2015 was not met and the performance-based portion of these restricted share units granted during fiscal 2015 were cancelled. Additionally, during fiscal 2015 in connection with the extension of an Amended and Restated Employment Agreement, we granted to our Chairman and Chief Executive Officer at that time (i) 25 restricted share units (with a grant date fair value of $16.50 per share) to be earned only if specified revenue and earnings per share targets were achieved for fiscal 2015; and (ii) 100 time-vested options (with a weighted-average grant date fair value of $3.73 per share), with half vesting September 30, 2015 and half vesting September 30, 2016. As a result of the fiscal 2015 performance targets being achieved, the restricted share units have been earned and the related compensation expense recorded in fiscal 2015. During fiscal 2016, we granted approximately 370 restricted share units (with a weighted-average grant date fair value of $19.38 per share) to certain employees, generally with half of each employee’s grant being time-vested restricted share units vesting in total on the fourth anniversary of the grant date, and the remaining half being subject to attainment of a specified earnings target for fiscal 2016. While dividend equivalents were paid on these units throughout fiscal 2016, the target for fiscal 2016 was not met and the performance-based portion of these restricted share units granted during fiscal 2016 have been cancelled. Additionally, during fiscal 2016 in connection with the Amended and Restated Employment Agreement described above, we granted to our Chairman and Chief Executive Officer at that time, 25 restricted share units (with a grant date fair value of $17.03 per share) to be earned only if specified revenue and earnings per share targets were achieved for fiscal 2016. As a result of the fiscal 2016 performance targets not being achieved, the restricted share units have been cancelled. Similar to previous years, during fiscal 2017, we granted approximately 410 restricted share units (with a weighted-average grant date fair value of $16.93 per share) to certain employees, generally with half of each employee’s grant being time-vested restricted share units vesting in total on the fourth anniversary of the grant date, and the remaining half being subject to attainment of a specified earnings target for fiscal 2017. While dividend equivalents were paid on these units throughout fiscal 2017, the target for fiscal 2017 was not met and the performance-based portion of these restricted share units granted during fiscal 2017 have been cancelled. Additionally, during fiscal 2017 in connection with the Amended and Restated Employment Agreement, we granted to our Chairman and Chief Executive Officer at the time, 25 restricted share units (with a grant date fair value of $19.09 per share) to be earned only if specified revenue and earnings per share targets were achieved for fiscal 2017. As a result of the fiscal 2017 performance targets not being achieved, the restricted share units have been cancelled. Giving effect to these grants, cancellations and certain other activities for restricted shares and restricted share units throughout the years, including conversions to common shares, forfeitures, and new hire and employee promotion grants, approximately 550 restricted share units remain outstanding as of September 30, 2017, with a weighted-average grant date fair value of $19.15 per share, a weighted-average remaining vesting period of 1.92 years and an aggregate intrinsic value of $7,859. The weighted-average The amount of stock-based compensation expense reported was $3,381, $2,911 and $3,324 in fiscal 2017, 2016 and 2015, respectively. The fiscal 2017 expense is comprised of $662 related to stock options and $2,719 related to restricted share units; the fiscal 2016 expense is comprised of $560 related to stock options and $2,351 related to restricted share units; and the fiscal 2015 expense is comprised of $591 related to stock options and $2,733 related to restricted share units. The total income tax benefit recognized in the income statement for these stock-based compensation arrangements was $861, $1,100 and $1,250, for fiscal 2017, 2016 and 2015, respectively. As of September 30, 2017, we expect future stock compensation expense for unvested options and unvested restricted share units to total $323 and $2,524, respectively, which will be recognized during fiscal years 2018 through 2021. We recognize compensation expense only for the portion of shares that we expect to vest. As such, we apply estimated forfeiture rates to our compensation expense calculations. These rates have been derived using historical forfeiture data, stratified by several employee groups. During fiscal 2017, 2016 and 2015, we recorded $106, $76 and $86, respectively, in stock compensation expense to adjust estimated forfeiture rates to actual. We have elected to use the Black-Scholes option pricing model to determine grant-date fair value for stock options, with the following assumptions: (i) expected share price volatility based on the average of Meridian’s historical volatility over the options’ expected lives and implied volatility based on the value of tradable call options; (ii) expected life of options based on contractual lives, employees’ historical exercise behavior and employees’ historical post-vesting employment termination behavior; (iii) risk-free interest rates based on treasury rates that correspond to the expected lives of the options; and (iv) dividend yield based on the expected yield on underlying Meridian common stock. Year ended September 30, 2017 2016 2015 Risk-free interest rates 1.34 % 1.63 % 2.07 % Dividend yield 4.1 % 4.4 % 3.7 % Life of option 6.44 yrs. 6.39 yrs. 6.33 yrs. Share price volatility 27 % 31 % 33 % Forfeitures (by employee group) 0%-19 % 0%-16 % 0%-15 % A summary of the status of our stock option plans as of September 30, 2017, and changes during the year ended September 30, 2017, is presented in the table and narrative below: Options Wtd Avg Wtd Avg Aggregate Outstanding beginning of period 780 $ 20.97 Grants 266 16.38 Exercises (18 ) 16.54 Forfeitures (61 ) 18.34 Cancellations (25 ) 19.41 Outstanding end of period 942 $ 19.98 6.51 $ 120 Exercisable end of period 661 $ 21.04 5.49 $ 48 A summary of the status of our nonvested options as of September 30, 2017, and changes during the year ended September 30, 2017, is presented below: Options Weighted- Nonvested beginning of period 197 $ 3.64 Granted 266 2.65 Vested (157 ) 3.15 Cancelled (25 ) 3.66 Nonvested end of period 281 $ 3.00 The weighted average grant-date fair value of options granted was $2.65, $3.46 and $3.95 for fiscal 2017, 2016 and 2015, respectively. The total intrinsic value of options exercised was $9, $616 and $850 for fiscal 2017, 2016 and 2015, respectively. The total grant-date fair value of options that vested during fiscal 2017, 2016 and 2015 was $494, $474 and $571, respectively. Cash received from options exercised was $302, $2,364 and $2,478 for fiscal 2017, 2016 and 2015, respectively. Tax expense recorded to additional paid-in In connection with the October 9, 2017 employment of the Company’s new Chief Executive Officer, in October 2017 we granted to our new Chief Executive Officer (i) options to purchase 100 shares of common stock of the Company vesting on a pro rata basis over four years; and (ii) 13 restricted share units vesting 100% on the second anniversary of the grant. On November 8, 2017, we granted (i) 25 restricted share units vesting 100% on the fourth anniversary of the grant; and (ii) 25 restricted share units subject to attainment of a specified earnings target for fiscal 2018. |
Non-Current Liabilities
Non-Current Liabilities | 12 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Non-Current Liabilities | (7) Non-Current The Company has provided certain post-employment benefits to its Executive Chairman (formerly Chairman and Chief Executive Officer) and its Chief Commercial Officer. These obligations total $1,680 and $1,628 at September 30, 2017 and 2016, respectively. In addition, we are required by the governments of certain of the foreign countries in which we operate to maintain a level of reserves for potential future severance indemnity. These reserves total $652 and $565 at September 30, 2017 and 2016, respectively. |
Reportable Segments and Major C
Reportable Segments and Major Concentration Data | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Reportable Segments and Major Concentration Data | (8) Reportable Segments and Major Concentration Data Our reportable segments are Diagnostics and Life Science. The Diagnostics segment consists of manufacturing operations for infectious disease products in Cincinnati, Ohio and, as a result of the acquisition of Magellan, manufacturing operations for products detecting elevated lead levels in blood in Billerica, Massachusetts (near Boston), and the sale and distribution of diagnostics products domestically and abroad. The Life Science segment consists of manufacturing operations in Memphis, Tennessee; Boca Raton, Florida; London, England; Luckenwalde, Germany; and Sydney, Australia, and the sale and distribution of bulk antigens, antibodies, PCR/qPCR reagents, nucleotides, competent cells, and bioresearch reagents domestically and abroad, including sales, business development and distribution facilities in Singapore and Beijing, China to further pursue growing revenue opportunities in Asia. Revenues from individual customers constituting 10% or more of consolidated net revenues are as follows: Year Ended September 30, 2017 2016 2015 Customer A $ 23,029 (11 )% $ 20,246 (10 )% $ 29,155 (15 )% Customer B $ 18,395 (9 )% $ 19,585 (10 )% $ 25,276 (13 )% Accounts receivable from these two Diagnostics distributor customers accounted for 11% and 16% of consolidated accounts receivable at September 30, 2017 and September 30, 2016, respectively. The Company’s international revenues totaled $61,936, $55,291 and $52,313 in fiscal years 2017, 2016 and 2015, respectively. Six of our product families – C. difficile, H. pylori illumi pro illumi gene Significant revenue information by country for the Diagnostics and Life Science segments is as follows. Revenues are attributed to the geographic area based on the location to which the product is delivered. Year Ended September 30, 2017 2016 2015 United States $ 118,342 $ 120,826 $ 120,599 Italy 6,540 6,599 7,090 Japan 1,913 1,644 2,603 France 1,862 1,605 1,603 United Kingdom 1,766 1,991 1,964 Belgium 1,561 1,501 1,289 Holland 1,240 1,188 1,326 Other countries 10,297 9,760 9,640 Total Diagnostics $ 143,521 $ 145,114 $ 146,114 Year Ended September 30, 2017 2016 2015 United States $ 20,493 $ 19,965 $ 21,918 Germany 7,266 6,982 5,699 United Kingdom 6,880 6,410 5,782 China 5,862 4,080 2,526 Australia 3,998 3,153 3,590 France 2,739 2,167 2,026 South Korea 2,425 1,185 406 Japan 1,369 1,320 1,158 Other countries 6,218 5,706 5,611 Total Life Science $ 57,250 $ 50,968 $ 48,716 Identifiable assets for our Italian distribution organization were $7,712 and $8,782 at September 30, 2017 and 2016, respectively. At September 30, 2017, identifiable assets for the Bioline Group’s operations in the U.K., Germany and Australia totaled approximately $15,755, $6,915 and $4,376, respectively; and totaled approximately $14,973, $7,024 and $3,780, respectively, at September 30, 2016. Segment information for the years ended September 30, 2017, 2016 and 2015 is as follows: Diagnostics Life Science Elim (1) Total Fiscal Year 2017 - Net revenues – Third-party $ 143,521 $ 57,250 $ — $ 200,771 Inter-segment 389 537 (926 ) — Operating income 23,086 14,086 210 37,382 Depreciation and amortization 7,037 2,053 — 9,090 Capital expenditures 2,554 1,913 — 4,467 Goodwill 35,213 19,713 — 54,926 Other intangible assets 24,973 1,731 — 26,704 Total assets 180,226 69,938 (387 ) 249,777 Fiscal Year 2016 - Net revenues – Third-party $ 145,114 $ 50,968 $ — $ 196,082 Inter-segment 289 893 (1,182 ) — Operating income 38,202 12,997 179 51,378 Depreciation and amortization 5,471 2,247 — 7,718 Capital expenditures 2,690 1,314 — 4,004 Goodwill 42,608 19,374 — 61,982 Other intangible assets 27,534 2,321 — 29,855 Total assets 185,446 66,624 (42 ) 252,028 Fiscal Year 2015 - Net revenues – Third-party $ 146,114 $ 48,716 $ — $ 194,830 Inter-segment 334 1,300 (1,634 ) — Operating income 44,136 12,057 (133 ) 56,060 Depreciation and amortization 4,099 2,510 — 6,609 Capital expenditures 3,112 1,501 — 4,613 Goodwill 1,250 21,099 — 22,349 Other intangible assets 2,364 3,567 — 5,931 Total assets 119,939 63,670 (327 ) 183,282 (1) Eliminations consist of intersegment transactions. A reconciliation of segment operating expenses to consolidated earnings before income taxes for the years ended September 30, 2017, 2016 and 2015 is as follows: Year Ended September 30, 2017 2016 2015 Segment operating income $ 37,382 $ 51,378 $ 56,060 Interest income 171 67 23 Interest expense (1,642 ) (897 ) — Other, net 518 96 (1,020 ) Consolidated earnings before income taxes $ 36,429 $ 50,644 $ 55,063 Transactions between segments are accounted for at established intercompany prices for internal and management purposes with all intercompany amounts eliminated in consolidation. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (9) Commitments and Contingencies (a) Royalty Commitments - as-earned (b) Purchase Commitments - (c) Operating Lease Commitments - (d) Litigation - (e) Indemnifications - |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | (10) Quarterly Financial Data (Unaudited) The sum of the earnings per common share may not equal the corresponding annual amounts due to interim quarter rounding. For the Quarter Ended in Fiscal 2017 December 31 March 31 June 30 September 30 Net revenues $ 46,809 $ 54,125 $ 50,140 $ 49,697 Gross profit 29,450 33,531 31,197 30,655 Net earnings 6,279 9,312 240 5,726 Basic earnings per common share 0.15 0.22 0.01 0.14 Diluted earnings per common share 0.15 0.22 0.01 0.13 Cash dividends per common share 0.20 0.125 0.125 0.125 For the Quarter Ended in Fiscal 2016 December 31 March 31 June 30 September 30 Net revenues $ 47,160 $ 51,259 $ 50,665 $ 46,998 Gross profit 31,583 33,572 32,909 29,723 Net earnings 8,893 9,091 8,754 5,491 Basic earnings per common share 0.21 0.22 0.21 0.13 Diluted earnings per common share 0.21 0.21 0.21 0.13 Cash dividends per common share 0.20 0.20 0.20 0.20 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | (11) Subsequent Events On November 15, 2017, a class action complaint was filed naming Meridian, its Chief Executive Officer and its Chief Financial Officer (in their capacities as such) as defendants. The complaint alleges that Meridian made false and misleading representations concerning certain lead test systems used by Magellan at or around the time of Meridian’s acquisition of Magellan and subsequent thereto. The lawsuit underlying plaintiff’s class action complaint seeks compensatory damages, injunctive relief and attorneys’ fees to all members of the proposed class. Because the litigation and related discovery are in preliminary stages, we do not have sufficient information to determine or predict the ultimate outcome or estimate the range of possible losses, if any. Accordingly, no provision for litigation losses has been included within these Consolidated Financial Statements for fiscal 2017. |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Sep. 30, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II Meridian Bioscience, Inc. and Subsidiaries Valuation and Qualifying Accounts (Dollars in thousands) Years Ended September 30, 2017, 2016 and 2015 Description Balance at Charged to Deductions Other (a) Balance at Year Ended September 30, 2017: Allowance for doubtful accounts $ 334 $ 90 $ (134 ) $ 17 $ 307 Inventory realizability reserves 2,680 35 (661 ) 5 2,059 Valuation allowances – deferred taxes 342 — — — 342 Year Ended September 30, 2016: Allowance for doubtful accounts $ 248 $ 139 $ (69 ) $ 16 $ 334 Inventory realizability reserves 2,456 1,285 (1,072 ) 11 2,680 Valuation allowances – deferred taxes 15 327 — — 342 Year Ended September 30, 2015: Allowance for doubtful accounts $ 272 $ 73 $ (41 ) $ (56 ) $ 248 Inventory realizability reserves 2,942 208 (590 ) (104 ) 2,456 Valuation allowances – deferred taxes 8 7 — — 15 (a) Balances reflect the effects of currency translation and in 2016, the acquisition of Magellan. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Nature of Business | (a) Nature of Business - |
Principles of Consolidation | (b) Principles of Consolidation - |
Use of Estimates | (c) Use of Estimates - |
Foreign Currency Translation | (d) Foreign Currency Translation year-end |
Cash, Cash Equivalents and Investments | (e) Cash, Cash Equivalents and Investments - A-2, P-2 F-2, Our investment portfolio includes the following components: September 30, 2017 September 30, 2016 Cash and Other Cash and Other Overnight repurchase agreements $ — $ — $ 9,988 $ — Institutional money market funds 20,104 — 10,020 — Cash on hand – Restricted — 1,000 — 1,000 Unrestricted 36,968 — 27,218 — Total $ 57,072 $ 1,000 $ 47,226 $ 1,000 |
Inventories | (f) Inventories first-in, first-out illumi gene illumi gene We establish reserves against cost for excess and obsolete materials, finished goods whose shelf life may expire before sale to customers, and other identified exposures. Such reserves were $2,059 and $2,680 at September 30, 2017 and 2016, respectively. We estimate these reserves based on assumptions about future demand and market conditions. If actual demand and market conditions were to be less favorable than such estimates, additional inventory write-downs would be required and recorded in the period known. Such adjustments would negatively affect gross profit margin and overall results of operations. |
Property, Plant and Equipment | (g) Property, Plant and Equipment write-off Buildings and improvements - 18 to 40 years Leasehold improvements - life of the lease Machinery, equipment and furniture - 3 to 10 years Computer equipment and software - 3 to 5 years Instruments under customer reagent rental arrangements - 5 years |
Intangible Assets | (h) Intangible Assets - Science-U.S. During fiscal 2017, we performed quantitative assessments as of June 30, 2017 for each of our Americas Diagnostics, Bioline and Life Science-U.S. Science-U.S. During the quarter ended June 30, 2017, the events described below occurred, indicating that impairment of the goodwill recorded as part of the Magellan acquisition had occurred. On May 17, 2017, the FDA issued a field safety notice advising customers to discontinue use of Magellan’s lead testing systems with venous blood samples. This field safety notice was followed by product recall notices on May 25 th th Subsequent to the issuances of these field safety and product recall notices, the FDA completed an inspection of Magellan’s quality system, and issued its Form 483, Inspectional Observations, on June 29, 2017, which was expectedly followed by a Warning Letter issued on October 23, 2017. The Warning Letter requires periodic reporting on our remediation progress. As a result of these matters, we expect to experience delays in reinstating venous blood sample testing on our LeadCare products, as well as in obtaining 510(k) clearance for new Magellan products. We also expect delays in obtaining export certifications for Magellan products during the remediation period. In light of these factors and their impacts, during our third fiscal quarter, it was determined that a potential impairment of goodwill recorded in connection with the acquisition of Magellan had occurred (i.e., a “triggering event”). With the assistance of an independent valuation firm, Magellan’s fair value was calculated via both market (comparable company) and income (discounted cash flows) approaches. Based upon these approaches, it was determined that the carrying value of the Magellan reporting unit did, in fact, exceed its fair value. As a result, an impairment charge of $6,628, on both a pre-tax and after-tax basis, was recorded during the third quarter and is reflected as a separate operating expense line item within the accompanying Consolidated Statement of Operations for the year ended September 30, 2017. This quantitative assessment as of May 31, 2017 was supplemented by a qualitative assessment of Magellan’s goodwill as of June 30, 2017, with such assessment indicating that no additional impairment existed. No impairments were indicated or recorded from the analyses performed for fiscal 2016 or 2015. During fiscal 2017, goodwill decreased $7,056, reflecting (i) a $767 acquisition measurement period adjustment downward related to Magellan (Diagnostics operating segment; see Note 2); (ii) the $6,628 impairment charge related to Magellan; and (iii) a $339 increase from the currency translation adjustment on the goodwill of the Life Science segment’s Bioline Group. The increase of $39,633 in fiscal 2016 reflects the addition of $41,358 from the acquisition of Magellan and a $1,725 decrease from the currency translation adjustments related to the Bioline Group. A summary of Meridian’s acquired intangible assets subject to amortization, as of September 30, 2017 and 2016 is as follows: 2017 2016 As of September 30, Gross Accum. Gross Accum. Manufacturing technologies, core products and cell lines $ 22,332 $ 12,807 $ 21,921 $ 11,540 Trade names, licenses and patents 8,689 4,398 9,037 3,947 Customer lists, customer relationships and supply agreements 24,562 11,854 24,385 10,511 Non-compete 720 540 680 170 $ 56,303 $ 29,599 $ 56,023 $ 26,168 The actual aggregate amortization expense for these intangible assets for fiscal 2017, 2016 and 2015 was $3,776, $2,690 and $1,748, respectively. The estimated aggregate amortization expense for these intangible assets for each of the five succeeding fiscal years is as follows: fiscal 2018 - $3,561, fiscal 2019 - $3,340, fiscal 2020 - $3,176, fiscal 2021 - $2,561 and fiscal 2022 - $2,182. Long-lived assets, excluding goodwill, are reviewed for impairment when events or circumstances indicate that such assets may not be recoverable at their carrying value. Whether an event or circumstance triggers an impairment is determined by comparing an estimate of the asset’s future undiscounted cash flows to its carrying value. If impairment has occurred, it is measured by a fair-value based calculation. Our ability to recover the carrying value of our intangible assets, both identifiable intangibles and goodwill, is dependent upon the future cash flows of the related acquired businesses and assets. We make judgments and assumptions regarding future cash flows, including sales levels, gross profit margins, operating expense levels, working capital levels, and capital expenditures. With respect to identifiable intangibles and fixed assets, we also make judgments and assumptions regarding useful lives. We consider the following factors in evaluating events and circumstances for possible impairment: (i) significant under-performance relative to historical or projected operating results; (ii) negative industry trends; (iii) sales levels of specific groups of products (related to specific identifiable intangibles); (iv) changes in overall business strategies; and (v) other factors. If actual cash flows are less favorable than projections, this could trigger impairment of intangible assets and other long-lived assets. If impairment were to occur, this would negatively affect overall results of operations. Aside from the Magellan matter noted above, no triggering events have been identified by the Company for fiscal 2017, 2016 or 2015. |
Revenue Recognition and Accounts Receivable | (i) Revenue Recognition and Accounts Receivable Revenue for the Diagnostics segment is reduced at the date of sale for product price adjustments due to certain distributors under local contracts. Management estimates accruals for distributor price adjustments based on local contract terms, sales data provided by distributors, historical statistics, current trends, and other factors. Changes to the accruals are recorded in the period that they become known. Such accruals were $4,190 at September 30, 2017 and $4,178 at September 30, 2016, and have been netted against accounts receivable. Revenue for our Diagnostics segment includes revenue for our illumi gene We evaluate whether each deliverable in the arrangement is a separate unit of accounting. The significant deliverables are an instrument, instrument accessories (e.g., printer) and test kits. An instrument and instrument accessories are delivered to the customer prior to the start of the customer utilization period in order to accommodate customer set-up de minimis illumi gene In markets where the test system is not sold via multiple deliverable arrangements, the cost of the instrument and instrument accessories is charged to cost of sales at the time of shipment and transfer of title to the customer. Revenue for the sales of instruments, instrument accessories and test kits is recognized upon shipment and transfer of title to the customers. In these markets, our illumi gene end-users. Our products are generally not subject to a customer right of return except for product recall events under the rules and regulations of the Food and Drug Administration or equivalent agencies outside the United States. In this circumstance, the costs to replace affected products would be accrued at the time a loss was probable and estimable. Trade accounts receivable are recorded in the accompanying Consolidated Balance Sheets at invoiced amounts less provisions for distributor price adjustments under local contracts and doubtful accounts. The allowance for doubtful accounts represents our estimate of probable credit losses and is based on historical write-off non-payment. |
Research and Development Costs | (j) Research and Development Costs |
Income Taxes | (k) Income Taxes |
Accounting For Income Tax Uncertainties | We account for uncertain tax positions using a benefit recognition model with a two-step more-likely-than-not |
Stock-Based Compensation | (l) Stock-Based Compensation |
Comprehensive Income (Loss) | (m) Comprehensive Income (Loss) |
Shipping and Handling Costs | (n) Shipping and Handling Costs |
Non-Income Government-Assessed Taxes | (o) Non-Income non-income, |
Recent Accounting Pronouncements | (p) Recent Accounting Pronouncements No. 2014-09, Revenue from Contracts with Customers 2014-09. 2014-09 In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting paid-in In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment implied fair value |
Reclassifications | (q) Reclassifications |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Components of Cash and Cash Equivalents | Our investment portfolio includes the following components: September 30, 2017 September 30, 2016 Cash and Other Cash and Other Overnight repurchase agreements $ — $ — $ 9,988 $ — Institutional money market funds 20,104 — 10,020 — Cash on hand – Restricted — 1,000 — 1,000 Unrestricted 36,968 — 27,218 — Total $ 57,072 $ 1,000 $ 47,226 $ 1,000 |
Summary of Acquired Intangible Assets Subject to Amortization | A summary of Meridian’s acquired intangible assets subject to amortization, as of September 30, 2017 and 2016 is as follows: 2017 2016 As of September 30, Gross Accum. Gross Accum. Manufacturing technologies, core products and cell lines $ 22,332 $ 12,807 $ 21,921 $ 11,540 Trade names, licenses and patents 8,689 4,398 9,037 3,947 Customer lists, customer relationships and supply agreements 24,562 11,854 24,385 10,511 Non-compete 720 540 680 170 $ 56,303 $ 29,599 $ 56,023 $ 26,168 |
Magellan Acquisition (Tables)
Magellan Acquisition (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition, Results of Acquired Entity Included in Consolidated Results | The results of Magellan included in the Company’s accompanying consolidated results are as follows, reflecting the items noted above, including the $6,628 goodwill impairment charge, and excluding interest expense on the debt secured by Meridian in connection with the transaction: 2017 2016 2,015 Net Revenues $ 18,061 $ 10,034 $ — Net Earnings $ (5,916 ) $ 848 $ — |
Schedule of Amounts of Identifiable Assets Acquired and Liabilities Assumed in Acquisition | The recognized amounts of identifiable assets acquired and liabilities assumed in the acquisition of Magellan are as follows: March 24, (as initially Measurement March 24, (as adjusted) Fair value of assets acquired - Cash and equivalents $ 3,400 $ — $ 3,400 Accounts receivable 1,700 — 1,700 Inventories 1,400 — 1,400 Other current assets 300 — 300 Property, plant and equipment 2,800 (200 ) 2,600 Goodwill 42,800 (2,200 ) 40,600 Other intangible assets (estimated useful life): Customer relationships (15 years) 12,600 300 12,900 Technology (10 years) 10,600 300 10,900 Non-compete 700 — 700 Trade names (approximate 9 year weighted average) 3,700 (700 ) 3,000 80,000 (2,500 ) 77,500 Fair value of liabilities assumed - Accounts payable and accrued expenses 1,600 100 1,700 Deferred income tax liabilities 10,600 (2,700 ) 7,900 Total consideration paid (including $2,400 accrued to be paid) $ 67,800 $ 100 $ 67,900 |
Business Acquisition, Pro Forma Information | The consolidated pro forma results of the combined entities of Meridian and Magellan, had the acquisition date been October 1, 2015, are as follows for the periods indicated: (UNAUDITED) Fiscal Year Ended September 30, 2017 2016 Net Revenues $ 200,771 $ 203,720 Net Earnings $ 21,557 $ 32,226 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories are comprised of the following: As of September 30, 2017 2016 Raw materials $ 6,575 $ 7,639 Work-in-process 11,559 13,146 Finished goods - instruments 1,460 2,378 Finished goods - kits and reagents 21,899 21,894 Total $ 41,493 $ 45,057 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Earnings Before Income Taxes, and Related Provision for Income Taxes | (a) Earnings before income taxes, and the related provision for income taxes for the years ended September 30, 2017, 2016 and 2015 were as follows: Year Ended September 30, 2017 2016 2015 Domestic $ 31,885 $ 44,795 $ 50,653 Foreign 4,544 5,849 4,410 Total earnings before income taxes $ 36,429 $ 50,644 $ 55,063 Provision (credit) for income taxes - Federal - Current $ 11,262 $ 16,178 $ 16,152 Temporary differences Fixed asset basis differences and depreciation (181 ) (45 ) 50 Intangible asset basis differences and amortization (1,158 ) (744 ) (421 ) Currently non-deductible 884 (694 ) 217 Stock-based compensation (635 ) 129 126 Net operating loss carryforwards utilized 1,831 — — Tax credit carryforwards utilized 67 41 250 Other, net 99 181 19 Subtotal 12,169 15,046 16,393 State and local 1,900 2,421 2,236 Foreign 803 948 894 Total income tax provision $ 14,872 $ 18,415 $ 19,523 |
Reconciliation Between the Statutory U.S. Income Tax Rate and Effective Rate Derived by Dividing the Provision for Income Taxes by Earnings Before Income Taxes | (b) The following is a reconciliation between the statutory U.S. income tax rate and the effective rate derived by dividing the provision for income taxes by earnings before income taxes: Year Ended September 30, 2017 2016 2015 Computed income taxes at statutory rate $ 12,750 35.0 % $ 17,719 35.0 % $ 19,264 35.0 % Increase (decrease) in taxes resulting from - State and local income taxes 1,093 3.0 1,329 2.6 1,365 2.5 Foreign tax rate differences (281 ) (0.8 ) (337 ) (0.7 ) (217 ) (0.4 ) Qualified domestic production incentives (1,012 ) (2.8 ) (1,290 ) (2.5 ) (1,197 ) (2.2 ) Acquisition-related costs — — 215 0.4 — — Uncertain tax position activity 134 0.4 122 0.2 (25 ) — Goodwill impairment charge 2,320 6.4 — — — — Valuation allowance — — 327 0.7 7 — Other, net (132 ) (0.4 ) 330 0.7 326 0.6 $ 14,872 40.8 % $ 18,415 36.4 % $ 19,523 35.5 % |
Components of Net Deferred Tax Liabilities | (c) The components of net deferred tax liabilities were as follows: As of September 30, 2017 2016 Deferred tax assets - Valuation reserves and non-deductible $ 1,762 $ 2,366 Stock compensation expense not deductible 3,367 3,110 Net operating loss and tax credit carryforwards 743 2,190 Basis difference in equity-method investee 302 302 Inventory basis differences 1,269 1,620 Other (289 ) 297 Subtotal 7,154 9,885 Less valuation allowance (342 ) (342 ) Deferred tax assets 6,812 9,543 Deferred tax liabilities - Fixed asset basis differences and depreciation (1,325 ) (1,526 ) Intangible asset basis differences and amortization (9,784 ) (10,770 ) Deferred tax liabilities (11,109 ) (12,296 ) Net deferred tax liabilities $ (4,297 ) $ (2,753 ) |
Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: 2017 2016 Unrecognized income tax benefits beginning of year $ 502 $ 238 Additions for tax positions of prior years 144 264 Tax examination and other settlements (129 ) — Unrecognized income tax benefits at end of year $ 517 $ 502 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Black-Scholes Option Pricing Model to Determine Grant-date Fair Value for Stock Options | We have elected to use the Black-Scholes option pricing model to determine grant-date fair value for stock options, with the following assumptions: (i) expected share price volatility based on the average of Meridian’s historical volatility over the options’ expected lives and implied volatility based on the value of tradable call options; (ii) expected life of options based on contractual lives, employees’ historical exercise behavior and employees’ historical post-vesting employment termination behavior; (iii) risk-free interest rates based on treasury rates that correspond to the expected lives of the options; and (iv) dividend yield based on the expected yield on underlying Meridian common stock. Year ended September 30, 2017 2016 2015 Risk-free interest rates 1.34 % 1.63 % 2.07 % Dividend yield 4.1 % 4.4 % 3.7 % Life of option 6.44 yrs. 6.39 yrs. 6.33 yrs. Share price volatility 27 % 31 % 33 % Forfeitures (by employee group) 0%-19 % 0%-16 % 0%-15 % |
Summary of Stock Option Plans | A summary of the status of our stock option plans as of September 30, 2017, and changes during the year ended September 30, 2017, is presented in the table and narrative below: Options Wtd Avg Wtd Avg Aggregate Outstanding beginning of period 780 $ 20.97 Grants 266 16.38 Exercises (18 ) 16.54 Forfeitures (61 ) 18.34 Cancellations (25 ) 19.41 Outstanding end of period 942 $ 19.98 6.51 $ 120 Exercisable end of period 661 $ 21.04 5.49 $ 48 |
Summary of Nonvested Options | A summary of the status of our nonvested options as of September 30, 2017, and changes during the year ended September 30, 2017, is presented below: Options Weighted- Nonvested beginning of period 197 $ 3.64 Granted 266 2.65 Vested (157 ) 3.15 Cancelled (25 ) 3.66 Nonvested end of period 281 $ 3.00 |
Reportable Segments and Major27
Reportable Segments and Major Concentration Data (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Consolidated Net Revenues | Revenues from individual customers constituting 10% or more of consolidated net revenues are as follows: Year Ended September 30, 2017 2016 2015 Customer A $ 23,029 (11 )% $ 20,246 (10 )% $ 29,155 (15 )% Customer B $ 18,395 (9 )% $ 19,585 (10 )% $ 25,276 (13 )% |
Significant Revenue Information by Country for Diagnostics and Life Science Reportable Segments | Significant revenue information by country for the Diagnostics and Life Science segments is as follows. Revenues are attributed to the geographic area based on the location to which the product is delivered. Year Ended September 30, 2017 2016 2015 United States $ 118,342 $ 120,826 $ 120,599 Italy 6,540 6,599 7,090 Japan 1,913 1,644 2,603 France 1,862 1,605 1,603 United Kingdom 1,766 1,991 1,964 Belgium 1,561 1,501 1,289 Holland 1,240 1,188 1,326 Other countries 10,297 9,760 9,640 Total Diagnostics $ 143,521 $ 145,114 $ 146,114 Year Ended September 30, 2017 2016 2015 United States $ 20,493 $ 19,965 $ 21,918 Germany 7,266 6,982 5,699 United Kingdom 6,880 6,410 5,782 China 5,862 4,080 2,526 Australia 3,998 3,153 3,590 France 2,739 2,167 2,026 South Korea 2,425 1,185 406 Japan 1,369 1,320 1,158 Other countries 6,218 5,706 5,611 Total Life Science $ 57,250 $ 50,968 $ 48,716 |
Segment Information | Segment information for the years ended September 30, 2017, 2016 and 2015 is as follows: Diagnostics Life Science Elim (1) Total Fiscal Year 2017 - Net revenues – Third-party $ 143,521 $ 57,250 $ — $ 200,771 Inter-segment 389 537 (926 ) — Operating income 23,086 14,086 210 37,382 Depreciation and amortization 7,037 2,053 — 9,090 Capital expenditures 2,554 1,913 — 4,467 Goodwill 35,213 19,713 — 54,926 Other intangible assets 24,973 1,731 — 26,704 Total assets 180,226 69,938 (387 ) 249,777 Fiscal Year 2016 - Net revenues – Third-party $ 145,114 $ 50,968 $ — $ 196,082 Inter-segment 289 893 (1,182 ) — Operating income 38,202 12,997 179 51,378 Depreciation and amortization 5,471 2,247 — 7,718 Capital expenditures 2,690 1,314 — 4,004 Goodwill 42,608 19,374 — 61,982 Other intangible assets 27,534 2,321 — 29,855 Total assets 185,446 66,624 (42 ) 252,028 Fiscal Year 2015 - Net revenues – Third-party $ 146,114 $ 48,716 $ — $ 194,830 Inter-segment 334 1,300 (1,634 ) — Operating income 44,136 12,057 (133 ) 56,060 Depreciation and amortization 4,099 2,510 — 6,609 Capital expenditures 3,112 1,501 — 4,613 Goodwill 1,250 21,099 — 22,349 Other intangible assets 2,364 3,567 — 5,931 Total assets 119,939 63,670 (327 ) 183,282 (1) Eliminations consist of intersegment transactions. |
Pre-tax Earnings Table | A reconciliation of segment operating expenses to consolidated earnings before income taxes for the years ended September 30, 2017, 2016 and 2015 is as follows: Year Ended September 30, 2017 2016 2015 Segment operating income $ 37,382 $ 51,378 $ 56,060 Interest income 171 67 23 Interest expense (1,642 ) (897 ) — Other, net 518 96 (1,020 ) Consolidated earnings before income taxes $ 36,429 $ 50,644 $ 55,063 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | For the Quarter Ended in Fiscal 2017 December 31 March 31 June 30 September 30 Net revenues $ 46,809 $ 54,125 $ 50,140 $ 49,697 Gross profit 29,450 33,531 31,197 30,655 Net earnings 6,279 9,312 240 5,726 Basic earnings per common share 0.15 0.22 0.01 0.14 Diluted earnings per common share 0.15 0.22 0.01 0.13 Cash dividends per common share 0.20 0.125 0.125 0.125 For the Quarter Ended in Fiscal 2016 December 31 March 31 June 30 September 30 Net revenues $ 47,160 $ 51,259 $ 50,665 $ 46,998 Gross profit 31,583 33,572 32,909 29,723 Net earnings 8,893 9,091 8,754 5,491 Basic earnings per common share 0.21 0.22 0.21 0.13 Diluted earnings per common share 0.21 0.21 0.21 0.13 Cash dividends per common share 0.20 0.20 0.20 0.20 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Components of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 57,072 | $ 47,226 | $ 49,973 | $ 43,047 |
Overnight Repurchase Agreements [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 9,988 | |||
Institutional Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 20,104 | 10,020 | ||
Cash [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 36,968 | 27,218 | ||
Cash and Equivalents [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 1,000 | 1,000 | ||
Cash and Equivalents [Member] | Other Restricted Cash [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 1,000 | $ 1,000 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 24, 2016 | Sep. 30, 2014 | |
Schedule Of Accounting Policies [Line Items] | ||||||
Indefinite-Lived intangible assets other than goodwill | $ 0 | |||||
Goodwill impairment charge | 6,628,000 | |||||
Intangible Assets Impairments | $ 0 | $ 0 | ||||
Changes in Goodwill | (7,056,000) | |||||
Goodwill | 54,926,000 | 61,982,000 | 22,349,000 | |||
Amortization of intangible assets | 3,776,000 | 2,690,000 | 1,748,000 | |||
2,018 | 3,561,000 | |||||
2,019 | 3,340,000 | |||||
2,020 | 3,176,000 | |||||
2,021 | 2,561,000 | |||||
2,022 | 2,182,000 | |||||
Distributor fees | 787,000 | |||||
Accrued distributor price adjustments | $ 4,190,000 | 4,178,000 | ||||
Expected instrument utilization period | 3 years | |||||
Period of review of accounts individually | 90 days | |||||
Likelihood percentage of tax benefit being recognized upon ultimate settlement | 50.00% | |||||
Currency Translation Adjustment [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Changes in Goodwill | $ 339,000 | (1,725,000) | ||||
Magellan [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Goodwill impairment charge | $ 6,628,000 | 6,628,000 | ||||
Changes in Goodwill | $ (767,000) | |||||
Goodwill | $ 33,963,000 | 41,358,000 | $ 40,600,000 | |||
Buildings and Improvements [Member] | Minimum [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Estimated useful life | 18 years | |||||
Buildings and Improvements [Member] | Maximum [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Estimated useful life | 40 years | |||||
Machinery, Equipment and Furniture [Member] | Minimum [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Estimated useful life | 3 years | |||||
Machinery, Equipment and Furniture [Member] | Maximum [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Estimated useful life | 10 years | |||||
Computer Equipment and Software [Member] | Minimum [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Estimated useful life | 3 years | |||||
Computer Equipment and Software [Member] | Maximum [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Estimated useful life | 5 years | |||||
Instruments Under Customer Reagent Rental Arrangements [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Estimated useful life | 5 years | |||||
Leasehold Improvements [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Estimated useful lives | Life of the lease | |||||
Inventory Realizability Reserves [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Inventory Valuation Reserves | $ 2,059,000 | $ 2,680,000 | $ 2,456,000 | $ 2,942,000 | ||
Product Concentration Risk [Member] | LeadCare Plus and LeadCare Ultra Systems [Member] | ||||||
Schedule Of Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 10.00% |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Summary of Acquired Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 56,303 | $ 56,023 |
Accumulated Amortization | 29,599 | 26,168 |
Manufacturing Technologies, Core Products and Cell Lines [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 22,332 | 21,921 |
Accumulated Amortization | 12,807 | 11,540 |
Trade Names, Licenses and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 8,689 | 9,037 |
Accumulated Amortization | 4,398 | 3,947 |
Customer Lists, Customer Relationships, and Supply Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 24,562 | 24,385 |
Accumulated Amortization | 11,854 | 10,511 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 720 | 680 |
Accumulated Amortization | $ 540 | $ 170 |
Magellan Acquisition - Addition
Magellan Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 24, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 22, 2016 | Oct. 01, 2015 |
Business Acquisition [Line Items] | |||||||
Proceeds from term loan | $ 59,860 | ||||||
Goodwill | $ 54,926 | 61,982 | $ 22,349 | ||||
Goodwill impairment charge | 6,628 | ||||||
Cost of Sales | 75,938 | 68,295 | 72,948 | ||||
General and administrative | 32,280 | 30,565 | $ 27,616 | ||||
Interest expense | 1,642 | 897 | |||||
Magellan [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration paid | $ 67,874 | ||||||
Acquisition consideration payable | 2,400 | ||||||
Goodwill | 40,600 | $ 33,963 | 41,358 | ||||
Acquisition-related costs | 1,105 | ||||||
Goodwill impairment charge | $ 6,628 | 6,628 | |||||
Cost of Sales | 0 | 181 | |||||
General and administrative | $ 2,736 | 1,311 | |||||
Magellan [Member] | Pro Forma [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Transaction costs | 1,105 | ||||||
Increase (decrease) in depreciation and amortization | 1,412 | ||||||
Increase (decrease) in equity-based awards granted | 95 | ||||||
Term loan | $ 60,000 | ||||||
Interest expense | $ 789 | ||||||
Magellan [Member] | Five - Year Term Loan [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from term loan | $ 60,000 | ||||||
Term loan | $ 60,000 |
Magellan Acquisition - Business
Magellan Acquisition - Business Acquisition, Results of Acquired Entity Included in Consolidated Results (Detail) - Magellan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Net Revenues | $ 18,061 | $ 10,034 |
Net Earnings | $ (5,916) | $ 848 |
Magellan Acquisition - Schedule
Magellan Acquisition - Schedule of Amounts of Identifiable Assets Acquired and Liabilities Assumed in Acquisition (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Mar. 24, 2016 | Sep. 30, 2015 |
Fair value of assets acquired - | |||||
Goodwill | $ 54,926 | $ 61,982 | $ 22,349 | ||
Magellan [Member] | |||||
Fair value of assets acquired - | |||||
Cash and equivalents | $ 3,400 | ||||
Accounts receivable | 1,700 | ||||
Inventories | 1,400 | ||||
Other current assets | 300 | ||||
Property, plant and equipment | 2,600 | ||||
Goodwill | $ 33,963 | $ 41,358 | 40,600 | ||
Other intangible assets: | |||||
Fair value of assets acquired net | 77,500 | ||||
Fair value of liabilities assumed - | |||||
Accounts payable and accrued expenses | 1,700 | ||||
Deferred income tax liabilities | 7,900 | ||||
Total consideration paid | 67,900 | ||||
Magellan [Member] | As Initially Reported [Member] | |||||
Fair value of assets acquired - | |||||
Cash and equivalents | 3,400 | ||||
Accounts receivable | 1,700 | ||||
Inventories | 1,400 | ||||
Other current assets | 300 | ||||
Property, plant and equipment | 2,800 | ||||
Goodwill | 42,800 | ||||
Other intangible assets: | |||||
Fair value of assets acquired net | 80,000 | ||||
Fair value of liabilities assumed - | |||||
Accounts payable and accrued expenses | 1,600 | ||||
Deferred income tax liabilities | 10,600 | ||||
Total consideration paid | 67,800 | ||||
Magellan [Member] | Measurement Period Adjustments [Member] | |||||
Fair value of assets acquired - | |||||
Property, plant and equipment | (200) | ||||
Goodwill | (2,200) | ||||
Other intangible assets: | |||||
Fair value of assets acquired net | (2,500) | ||||
Fair value of liabilities assumed - | |||||
Accounts payable and accrued expenses | 100 | ||||
Deferred income tax liabilities | (2,700) | ||||
Total consideration paid | 100 | ||||
Magellan [Member] | Customer Relationships [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 12,900 | ||||
Magellan [Member] | Customer Relationships [Member] | As Initially Reported [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 12,600 | ||||
Magellan [Member] | Customer Relationships [Member] | Measurement Period Adjustments [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 300 | ||||
Magellan [Member] | Technology [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 10,900 | ||||
Magellan [Member] | Technology [Member] | As Initially Reported [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 10,600 | ||||
Magellan [Member] | Technology [Member] | Measurement Period Adjustments [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 300 | ||||
Magellan [Member] | Non-Compete Agreements [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 700 | ||||
Magellan [Member] | Non-Compete Agreements [Member] | As Initially Reported [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 700 | ||||
Magellan [Member] | Trade Names [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 3,000 | ||||
Magellan [Member] | Trade Names [Member] | As Initially Reported [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | 3,700 | ||||
Magellan [Member] | Trade Names [Member] | Measurement Period Adjustments [Member] | |||||
Other intangible assets: | |||||
Other intangible assets | $ (700) |
Magellan Acquisition - Schedu35
Magellan Acquisition - Schedule of Amounts of Identifiable Assets Acquired and Liabilities Assumed in Acquisition (Parenthetical) (Detail) - Magellan [Member] $ in Thousands | Mar. 24, 2016USD ($) |
Business Acquisition [Line Items] | |
Acquisition consideration payable | $ 2,400 |
As Initially Reported [Member] | |
Business Acquisition [Line Items] | |
Acquisition consideration payable | $ 2,400 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated useful life | 15 years |
Customer Relationships [Member] | As Initially Reported [Member] | |
Business Acquisition [Line Items] | |
Estimated useful life | 15 years |
Technology [Member] | |
Business Acquisition [Line Items] | |
Estimated useful life | 10 years |
Technology [Member] | As Initially Reported [Member] | |
Business Acquisition [Line Items] | |
Estimated useful life | 10 years |
Non-Compete Agreements [Member] | |
Business Acquisition [Line Items] | |
Estimated useful life | 2 years |
Non-Compete Agreements [Member] | As Initially Reported [Member] | |
Business Acquisition [Line Items] | |
Estimated useful life | 2 years |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Estimated weighted average useful life | 9 years |
Trade Names [Member] | As Initially Reported [Member] | |
Business Acquisition [Line Items] | |
Estimated weighted average useful life | 9 years |
Magellan Acquisition - Busine36
Magellan Acquisition - Business Acquisition, Pro Forma Information (Detail) - Magellan [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Net Revenues | $ 200,771 | $ 203,720 |
Net Earnings | $ 21,557 | $ 32,226 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Inventory [Line Items] | ||
Raw materials | $ 6,575 | $ 7,639 |
Work-in-process | 11,559 | 13,146 |
Total | 41,493 | 45,057 |
Instruments [Member] | ||
Inventory [Line Items] | ||
Finished goods | 1,460 | 2,378 |
Kits and Reagents [Member] | ||
Inventory [Line Items] | ||
Finished goods | $ 21,899 | $ 21,894 |
Bank Credit Arrangements - Addi
Bank Credit Arrangements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Mar. 22, 2016 | |
Debt Instrument [Line Items] | |||
Notional balance | $ 60,000,000 | ||
Interest rate swap description | (i) notional reduction amounts and dates; (ii) LIBOR settlement rates; (iii) rate reset dates; and (iv) term/maturity. | ||
Interest rate swap asset | $ 815,000 | ||
Bank credit arrangement, fixed interest rate percentage | 2.76% | ||
Interest rate swap liability | $ 729,000 | ||
Credit facility with a commercial bank | $ 30,000,000 | ||
Expiration date of credit facility | Mar. 31, 2021 | ||
Borrowings outstanding under credit facility | $ 0 | $ 0 | |
Cash compensating balance | 1,000,000 | ||
Magellan [Member] | |||
Debt Instrument [Line Items] | |||
2,018 | 4,500,000 | ||
2,019 | 5,250,000 | ||
2,020 | 6,000,000 | ||
2,021 | $ 39,000,000 | ||
Five - Year Term Loan [Member] | Magellan [Member] | |||
Debt Instrument [Line Items] | |||
Term loan | $ 60,000,000 |
Income Taxes - Earnings Before
Income Taxes - Earnings Before Income Taxes and Related Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 31,885 | $ 44,795 | $ 50,653 |
Foreign | 4,544 | 5,849 | 4,410 |
Earnings Before Income Taxes | 36,429 | 50,644 | 55,063 |
Federal - | |||
Current | 11,262 | 16,178 | 16,152 |
Income Tax Provision | 14,872 | 18,415 | 19,523 |
Fixed asset basis differences and depreciation | (181) | (45) | 50 |
Intangible asset basis differences and amortization | (1,158) | (744) | (421) |
Currently non-deductible expenses and reserves | 884 | (694) | 217 |
Stock-based compensation | (635) | 129 | 126 |
Net operating loss carryforwards utilized | 1,831 | ||
Tax credit carryforwards utilized | 67 | 41 | 250 |
Other, net | 99 | 181 | 19 |
Subtotal | 12,169 | 15,046 | 16,393 |
State and local | 1,900 | 2,421 | 2,236 |
Foreign | $ 803 | $ 948 | $ 894 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between the Statutory U.S. Income Tax Rate and Effective Rate Derived by Dividing the Provision for Income Taxes by Earnings Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |||
Computed income taxes at statutory rate | $ 12,750 | $ 17,719 | $ 19,264 |
Increase (decrease) in taxes resulting from - | |||
State and local income taxes | 1,093 | 1,329 | 1,365 |
Foreign tax rate differences | (281) | (337) | (217) |
Qualified domestic production incentives | (1,012) | (1,290) | (1,197) |
Acquisition-related costs | 215 | ||
Uncertain tax position activity | 134 | 122 | (25) |
Goodwill impairment charge | 2,320 | ||
Valuation allowance | 327 | 7 | |
Other, net | (132) | 330 | 326 |
Income Tax Provision | $ 14,872 | $ 18,415 | $ 19,523 |
Computed income taxes at statutory rate | 35.00% | 35.00% | 35.00% |
State and local income taxes, rate | 3.00% | 2.60% | 2.50% |
Foreign tax rate differences, rate | (0.80%) | (0.70%) | (0.40%) |
Qualified domestic production incentives, rate | (2.80%) | (2.50%) | (2.20%) |
Acquisition-related costs, rate | 0.40% | ||
Uncertain tax position activity, rate | 0.40% | 0.20% | |
Goodwill impairment charge, rate | 6.40% | ||
Valuation allowance, rate | 0.70% | ||
Other, net, rate | (0.40%) | 0.70% | 0.60% |
Total, rate | 40.80% | 36.40% | 35.50% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Deferred tax assets - | ||
Valuation reserves and non-deductible expenses | $ 1,762 | $ 2,366 |
Stock compensation expense not deductible | 3,367 | 3,110 |
Net operating loss and tax credit carryforwards | 743 | 2,190 |
Basis difference in equity-method investee | 302 | 302 |
Inventory basis differences | 1,269 | 1,620 |
Other | (289) | 297 |
Subtotal | 7,154 | 9,885 |
Less valuation allowance | (342) | (342) |
Deferred tax assets | 6,812 | 9,543 |
Deferred tax liabilities - | ||
Fixed asset basis differences and depreciation | (1,325) | (1,526) |
Intangible asset basis differences and amortization | (9,784) | (10,770) |
Deferred tax liabilities | (11,109) | (12,296) |
Net deferred tax liabilities | $ (4,297) | $ (2,753) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes Disclosure [Line Items] | |||
Deferred tax assets operating loss and tax credit carryforwards | $ 743 | $ 2,190 | |
Deferred tax assets | 6,812 | 9,543 | |
Undistributed earnings | 12,500 | 10,000 | |
Deferred tax liabilities | 2,500 | 2,000 | |
Amount of unrecognized tax benefits which would favorably affect the effective tax rate if recognized | 405 | 405 | |
Unrecognized income tax benefits | 517 | 502 | $ 238 |
Penalties and interest | 35 | 8 | |
Accrued for the payment of interest and penalties | $ 165 | 130 | |
Uncertain tax positions expected to be paid or settled | 12 months | ||
Minimum [Member] | |||
Income Taxes Disclosure [Line Items] | |||
AMT tax credit carryforward | $ 133 | ||
Magellan [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Accrued for the payment of interest and penalties | 85 | ||
Domestic [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Deferred tax assets operating loss and tax credit carryforwards | $ 546 | 1,945 | |
Operating loss carryforwards, expiration period start year | 2,023 | ||
Operating loss carryforwards, expiration period end year | 2,036 | ||
Aggregate amount of federal, state and foreign operating loss carryforwards | $ 552 | ||
Open Tax Years | 2014, fiscal 2015 and fiscal 2016 | ||
State [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carryforwards, expiration period start year | 2,028 | ||
Operating loss carryforwards, expiration period end year | 2,036 | ||
Aggregate amount of federal, state and foreign operating loss carryforwards | $ 2,731 | ||
Foreign [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Deferred tax assets operating loss and tax credit carryforwards | 197 | $ 245 | |
Aggregate amount of federal, state and foreign operating loss carryforwards | $ 697 | ||
Open Tax Years | 2012 and forward |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized income tax benefits beginning of year | $ 502 | $ 238 |
Additions for tax positions of prior years | 144 | 264 |
Tax examination and other settlements | (129) | |
Unrecognized income tax benefits at end of year | $ 517 | $ 502 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) $ / shares in Units, $ in Thousands | Nov. 08, 2017shares | Oct. 31, 2017shares | Sep. 30, 2017USD ($)Stock_Plan$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of employers contribution as percentage of employees contribution | 100.00% | ||||
Maximum percentage of employers contribution on eligible compensation | 4.00% | 3.00% | |||
Discretionary and matching contributions to plan | $ | $ 1,912 | $ 1,631 | $ 1,567 | ||
Number of active stock-based compensation plan | Stock_Plan | 2 | ||||
Granted, Shares | 266,000 | ||||
Options granted, authorizing limit | 2,902,000 | ||||
Rate of exercise price of underlying common shares | 100.00% | ||||
Weighted average grant-date fair value | $ / shares | $ 2.65 | $ 3.46 | $ 3.95 | ||
Weighted average remaining vesting period | 1 year 11 months 1 day | ||||
Number of restricted share units vested | 91,000 | ||||
Stock-based compensation | $ | $ 3,381 | $ 2,911 | $ 3,324 | ||
Total income tax benefit recognized in stock-based compensation arrangements | $ | $ 861 | 1,100 | 1,250 | ||
Stock compensation expense expected period for recognition | 2018 through 2021 | ||||
Stock compensation expense to adjust estimated forfeiture rates to actual | $ | $ 106 | 76 | 86 | ||
Total intrinsic value of options exercised | $ | 9 | 616 | 850 | ||
Total grant-date fair value of options that vested | $ | 494 | 474 | 571 | ||
Cash received from options exercised | $ | 302 | 2,364 | 2,478 | ||
Tax expense recorded to additional paid-in capital from option exercises | $ | $ 431 | $ 70 | $ 502 | ||
Options weighted average remaining vesting period | 6 years 6 months 3 days | ||||
Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted share units vesting percentage | 100.00% | ||||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Shares | 100,000 | ||||
Chief Executive Officer [Member] | Second Anniversary [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted share units granted | 13,000 | ||||
Restricted Stock Units and Restricted Stock Shares [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted share units granted | 410,000 | 370,000 | 270,000 | ||
Weighted-average grant date fair value of restricted share units granted | $ / shares | $ 16.93 | $ 19.38 | $ 17.91 | ||
Weighted-average grant date fair value | $ / shares | $ 19.42 | ||||
Restricted share units outstanding | 550,000 | ||||
Weighted average grant date fair value of outstanding restricted share units | $ / shares | $ 19.15 | ||||
Intrinsic value of restricted share units | $ | $ 7,859 | ||||
Stock-based compensation | $ | 2,719 | $ 2,351 | $ 2,733 | ||
Stock-based compensation | $ | $ 2,524 | ||||
Restricted Stock Units and Restricted Stock Shares [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted share units granted | 25,000 | ||||
Restricted Stock Units and Restricted Stock Shares [Member] | Chief Executive Officer [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options weighted average remaining vesting period | 4 years | ||||
Restricted Stock Units and Restricted Stock Shares [Member] | Chief Executive Officer [Member] | Member Label: Fourth Anniversary [Member] | Subsequent Event [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted share units granted | 25,000 | ||||
Restricted share units vesting percentage | 100.00% | ||||
Restricted Stock Units and Restricted Stock Shares [Member] | Chief Executive Officer [Member] | Amended and Restated Employment Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted share units granted | 25,000 | 25,000 | 25,000 | ||
Weighted-average grant date fair value | $ / shares | $ 19.09 | $ 17.03 | $ 16.50 | ||
2004 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized for grant | 3,000,000 | ||||
Granted, Shares | 1,442,000 | ||||
Maximum terms | 10 years | ||||
2012 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized for grant | 3,000,000 | ||||
Granted, Shares | 1,656,000 | ||||
Maximum terms | 10 years | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ | $ 662 | $ 560 | $ 591 | ||
Stock-based compensation | $ | $ 323 | ||||
Time Vested Stock Options [Member] | Chief Executive Officer [Member] | Amended and Restated Employment Agreement [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, Shares | 100,000 | ||||
Weighted average grant-date fair value | $ / shares | $ 3.73 |
Employee Benefits - Black-Schol
Employee Benefits - Black-Scholes Option Pricing Model to Determine Grant-date Fair Value for Stock Options (Detail) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rates | 1.34% | 1.63% | 2.07% |
Dividend yield | 4.10% | 4.40% | 3.70% |
Life of option | 6 years 5 months 9 days | 6 years 4 months 20 days | 6 years 3 months 29 days |
Share price volatility | 27.00% | 31.00% | 33.00% |
Forfeitures (by employee group) Minimum | 0.00% | 0.00% | 0.00% |
Forfeitures (by employee group) Maximum | 19.00% | 16.00% | 15.00% |
Employee Benefits - Summary of
Employee Benefits - Summary of Stock Option Plans (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Outstanding beginning of period, Options | shares | 780 |
Grants, Options | shares | 266 |
Exercises, Options | shares | (18) |
Forfeitures, Options | shares | (61) |
Cancellations, Options | shares | (25) |
Outstanding end of period, Options | shares | 942 |
Exercisable end of period, Options | shares | 661 |
Outstanding beginning of period, Weighted Average Exercise Price | $ / shares | $ 20.97 |
Grants, Weighted Average Exercise Price | $ / shares | 16.38 |
Exercises, Weighted average exercise price | $ / shares | 16.54 |
Forfeitures, Weighted average exercise price | $ / shares | 18.34 |
Cancellations, Weighted average exercise price | $ / shares | 19.41 |
Outstanding end of period, Weighted Average Exercise Price | $ / shares | 19.98 |
Exercisable end of period, Weighted average exercise price | $ / shares | $ 21.04 |
Outstanding end of period, Weighted Average remaining life | 6 years 6 months 3 days |
Exercisable end of period, Weighted Average remaining life | 5 years 5 months 27 days |
Outstanding end of period, Aggregate intrinsic value | $ | $ 120 |
Exercisable end of period, Aggregate intrinsic value | $ | $ 48 |
Employee Benefits - Summary o47
Employee Benefits - Summary of Nonvested Options (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Nonvested beginning of period, Options | 197 | ||
Granted, Options | 266 | ||
Vested, Options | (157) | ||
Cancelled, Options | (25) | ||
Nonvested end of period, Options | 281 | 197 | |
Nonvested beginning of period, Weighted Average Grant Date Fair Value | $ 3.64 | ||
Granted, Weighted Average Grant Date Fair Value | 2.65 | $ 3.46 | $ 3.95 |
Vested, Weighted Average Grant Date Fair Value | 3.15 | ||
Cancelled, Weighted Average Grant Date Fair Value | 3.66 | ||
Nonvested end of period, Weighted Average Grant Date Fair Value | $ 3 |
Non-Current Liabilities - Addit
Non-Current Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Liabilities, Noncurrent [Abstract] | ||
Post-retirement benefits obligations | $ 1,680 | $ 1,628 |
Reserves for potential future severance indemnity | $ 652 | $ 565 |
Reportable Segments and Major49
Reportable Segments and Major Concentration Data - Consolidated Net Revenues (Detail) - Customer Concentration Risk [Member] - Revenues [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Customer A [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | $ 23,029 | $ 20,246 | $ 29,155 |
Concentration percentage | 11.00% | 10.00% | 15.00% |
Customer B [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenues | $ 18,395 | $ 19,585 | $ 25,276 |
Concentration percentage | 9.00% | 10.00% | 13.00% |
Reportable Segments and Major50
Reportable Segments and Major Concentration Data - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017USD ($)Customer | Sep. 30, 2016USD ($)Customer | Sep. 30, 2015USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Identifiable assets | $ 249,777 | $ 252,028 | $ 183,282 |
Italy [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Identifiable assets | 7,712 | 8,782 | |
United Kingdom [Member] | Bioline Group [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Identifiable assets | 15,755 | 14,973 | |
Germany [Member] | Bioline Group [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Identifiable assets | 6,915 | 7,024 | |
Australia [Member] | Bioline Group [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Identifiable assets | $ 4,376 | $ 3,780 | |
Customer Concentration Risk [Member] | Two Diagnostic Distributor Customers [Member] | Consolidated Accounts Receivable [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Number of major customers | Customer | 2 | 2 | |
Concentration risk percentage | 11.00% | 16.00% | |
Foreign Customers, Combined International for Diagnostics and Life Science [Member] | Revenues [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 61,936 | $ 55,291 | $ 52,313 |
Product Concentration Risk [Member] | Revenues [Member] | Six Product Families [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 58.00% | 60.00% | 59.00% |
Third-Party Vendor [Member] | Revenues [Member] | Two Foodborne Products [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration risk percentage | 10.00% | 11.00% | 14.00% |
Reportable Segments and Major51
Reportable Segments and Major Concentration Data - Significant Revenue Information by Country for Diagnostics and Life Science Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 49,697 | $ 50,140 | $ 54,125 | $ 46,809 | $ 46,998 | $ 50,665 | $ 51,259 | $ 47,160 | $ 200,771 | $ 196,082 | $ 194,830 |
Diagnostics [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 143,521 | 145,114 | 146,114 | ||||||||
Diagnostics [Member] | United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 118,342 | 120,826 | 120,599 | ||||||||
Diagnostics [Member] | Italy [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 6,540 | 6,599 | 7,090 | ||||||||
Diagnostics [Member] | United Kingdom [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 1,766 | 1,991 | 1,964 | ||||||||
Diagnostics [Member] | Japan [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 1,913 | 1,644 | 2,603 | ||||||||
Diagnostics [Member] | France [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 1,862 | 1,605 | 1,603 | ||||||||
Diagnostics [Member] | Belgium [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 1,561 | 1,501 | 1,289 | ||||||||
Diagnostics [Member] | Holland [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 1,240 | 1,188 | 1,326 | ||||||||
Diagnostics [Member] | Other Countries [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 10,297 | 9,760 | 9,640 | ||||||||
Life Science [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 57,250 | 50,968 | 48,716 | ||||||||
Life Science [Member] | United States [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 20,493 | 19,965 | 21,918 | ||||||||
Life Science [Member] | United Kingdom [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 6,880 | 6,410 | 5,782 | ||||||||
Life Science [Member] | Japan [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 1,369 | 1,320 | 1,158 | ||||||||
Life Science [Member] | France [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 2,739 | 2,167 | 2,026 | ||||||||
Life Science [Member] | Germany [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 7,266 | 6,982 | 5,699 | ||||||||
Life Science [Member] | China [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 5,862 | 4,080 | 2,526 | ||||||||
Life Science [Member] | Australia [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 3,998 | 3,153 | 3,590 | ||||||||
Life Science [Member] | South Korea [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 2,425 | 1,185 | 406 | ||||||||
Life Science [Member] | Other Countries [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 6,218 | $ 5,706 | $ 5,611 |
Reportable Segments and Major52
Reportable Segments and Major Concentration Data - Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | $ 49,697 | $ 50,140 | $ 54,125 | $ 46,809 | $ 46,998 | $ 50,665 | $ 51,259 | $ 47,160 | $ 200,771 | $ 196,082 | $ 194,830 |
Operating income | 37,382 | 51,378 | 56,060 | ||||||||
Depreciation and amortization | 9,090 | 7,718 | 6,609 | ||||||||
Capital expenditures | 4,467 | 4,004 | 4,613 | ||||||||
Goodwill | 54,926 | 61,982 | 54,926 | 61,982 | 22,349 | ||||||
Other intangible assets | 26,704 | 29,855 | 26,704 | 29,855 | 5,931 | ||||||
Total assets | 249,777 | 252,028 | 249,777 | 252,028 | 183,282 | ||||||
Diagnostics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | 143,521 | 145,114 | 146,114 | ||||||||
Life Science [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | 57,250 | 50,968 | 48,716 | ||||||||
Operating Segments [Member] | Diagnostics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | 143,521 | 145,114 | 146,114 | ||||||||
Operating income | 23,086 | 38,202 | 44,136 | ||||||||
Depreciation and amortization | 7,037 | 5,471 | 4,099 | ||||||||
Capital expenditures | 2,554 | 2,690 | 3,112 | ||||||||
Goodwill | 35,213 | 42,608 | 35,213 | 42,608 | 1,250 | ||||||
Other intangible assets | 24,973 | 27,534 | 24,973 | 27,534 | 2,364 | ||||||
Total assets | 180,226 | 185,446 | 180,226 | 185,446 | 119,939 | ||||||
Net revenues | 389 | 289 | 334 | ||||||||
Operating Segments [Member] | Life Science [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Revenues | 57,250 | 50,968 | 48,716 | ||||||||
Operating income | 14,086 | 12,997 | 12,057 | ||||||||
Depreciation and amortization | 2,053 | 2,247 | 2,510 | ||||||||
Capital expenditures | 1,913 | 1,314 | 1,501 | ||||||||
Goodwill | 19,713 | 19,374 | 19,713 | 19,374 | 21,099 | ||||||
Other intangible assets | 1,731 | 2,321 | 1,731 | 2,321 | 3,567 | ||||||
Total assets | 69,938 | 66,624 | 69,938 | 66,624 | 63,670 | ||||||
Net revenues | 537 | 893 | 1,300 | ||||||||
Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating income | 210 | 179 | (133) | ||||||||
Total assets | $ (387) | $ (42) | (387) | (42) | (327) | ||||||
Net revenues | $ (926) | $ (1,182) | $ (1,634) |
Reportable Segments and Major53
Reportable Segments and Major Concentration Data - Pre-tax Earnings Table (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | |||
Segment operating income | $ 37,382 | $ 51,378 | $ 56,060 |
Interest income | 171 | 67 | 23 |
Interest expense | (1,642) | (897) | |
Other, net | 518 | 96 | (1,020) |
Earnings Before Income Taxes | $ 36,429 | $ 50,644 | $ 55,063 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Commitments Contingencies And Litigation [Line Items] | |||
Annual royalty expenses | $ 2,600,000 | $ 3,134,000 | $ 3,106,000 |
2,018 | 18,885,000 | ||
2,019 | 1,935,000 | ||
2,020 | 944,000 | ||
Thereafter | 0 | ||
Expenses under operating leases | 2,140,000 | 1,966,000 | $ 1,797,000 |
2,018 | 1,978,000 | ||
2,019 | 1,325,000 | ||
2,020 | 609,000 | ||
2,021 | 490,000 | ||
2,022 | 426,000 | ||
Payments for indemnifications | 0 | 0 | |
Liabilities for indemnifications | $ 0 | $ 0 | |
Diagnostics [Member] | |||
Commitments Contingencies And Litigation [Line Items] | |||
Percentage of total royalty expense | 90.00% | ||
Diagnostics [Member] | Minimum [Member] | |||
Commitments Contingencies And Litigation [Line Items] | |||
Percentage of royalty payable | 4.00% | ||
Diagnostics [Member] | Maximum [Member] | |||
Commitments Contingencies And Litigation [Line Items] | |||
Percentage of royalty payable | 8.00% |
Quarterly Financial Data - Summ
Quarterly Financial Data - Summary of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net Revenues | $ 49,697 | $ 50,140 | $ 54,125 | $ 46,809 | $ 46,998 | $ 50,665 | $ 51,259 | $ 47,160 | $ 200,771 | $ 196,082 | $ 194,830 |
Gross profit | 30,655 | 31,197 | 33,531 | 29,450 | 29,723 | 32,909 | 33,572 | 31,583 | 124,833 | 127,787 | 121,882 |
Net earnings | $ 5,726 | $ 240 | $ 9,312 | $ 6,279 | $ 5,491 | $ 8,754 | $ 9,091 | $ 8,893 | $ 21,557 | $ 32,229 | $ 35,540 |
Basic earnings per common share | $ 0.14 | $ 0.01 | $ 0.22 | $ 0.15 | $ 0.13 | $ 0.21 | $ 0.22 | $ 0.21 | $ 0.51 | $ 0.77 | $ 0.85 |
Diluted earnings per common share | 0.13 | 0.01 | 0.22 | 0.15 | 0.13 | 0.21 | 0.21 | 0.21 | 0.51 | 0.76 | 0.85 |
Cash dividends per common share | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.200 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.575 | $ 0.80 | $ 0.80 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Magellan [Member] | |
Subsequent Event [Line Items] | |
Provision for litigation losses | $ 0 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 334 | $ 248 | $ 272 |
Charged to Costs and Expenses | 90 | 139 | 73 |
Deductions | (134) | (69) | (41) |
Other | 17 | 16 | (56) |
Balance at End of Period | 307 | 334 | 248 |
Inventory Realizability Reserves [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 2,680 | 2,456 | 2,942 |
Charged to Costs and Expenses | 35 | 1,285 | 208 |
Deductions | (661) | (1,072) | (590) |
Other | 5 | 11 | (104) |
Balance at End of Period | 2,059 | 2,680 | 2,456 |
Valuation Allowances - Deferred Taxes [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 342 | 15 | 8 |
Charged to Costs and Expenses | 327 | 7 | |
Balance at End of Period | $ 342 | $ 342 | $ 15 |