Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VIVO | |
Entity Registrant Name | MERIDIAN BIOSCIENCE INC | |
Entity Central Index Key | 794,172 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 42,395,322 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 51,737 | $ 50,140 | $ 160,471 | $ 151,074 |
COST OF SALES | 19,781 | 18,994 | 62,160 | 57,412 |
GROSS PROFIT | 31,956 | 31,146 | 98,311 | 93,662 |
OPERATING EXPENSES | ||||
Research and development | 4,259 | 3,964 | 13,245 | 11,512 |
Selling and marketing | 8,504 | 7,961 | 25,962 | 23,645 |
General and administrative | 8,377 | 8,289 | 26,155 | 23,302 |
Executive transition and realignment costs | 913 | 5,105 | ||
Litigation costs | 1,168 | 3,370 | ||
Goodwill impairment charge | 6,628 | 6,628 | ||
Total operating expenses | 23,221 | 26,842 | 73,837 | 65,087 |
OPERATING INCOME | 8,735 | 4,304 | 24,474 | 28,575 |
OTHER INCOME (EXPENSE) | ||||
Interest income | 109 | 51 | 271 | 102 |
Interest expense | (375) | (407) | (1,149) | (1,238) |
Other, net | 151 | (2) | (94) | 356 |
Total other income (expense) | (115) | (358) | (972) | (780) |
EARNINGS BEFORE INCOME TAXES | 8,620 | 3,946 | 23,502 | 27,795 |
INCOME TAX PROVISION | 1,795 | 3,706 | 5,087 | 11,964 |
NET EARNINGS | $ 6,825 | $ 240 | $ 18,415 | $ 15,831 |
BASIC EARNINGS PER COMMON SHARE | $ 0.16 | $ 0.01 | $ 0.44 | $ 0.38 |
DILUTED EARNINGS PER COMMON SHARE | $ 0.16 | $ 0.01 | $ 0.43 | $ 0.37 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC | 42,349 | 42,203 | 42,307 | 42,184 |
EFFECT OF DILUTIVE STOCK OPTIONS AND RESTRICTED SHARE UNITS | 409 | 390 | 405 | 372 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED | 42,758 | 42,593 | 42,712 | 42,556 |
ANTI-DILUTIVE SECURITIES: | ||||
Common share options and restricted share units | 995 | 861 | 1,009 | 872 |
DIVIDENDS DECLARED PER COMMON SHARE | $ 0.125 | $ 0.125 | $ 0.375 | $ 0.450 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 6,825 | $ 240 | $ 18,415 | $ 15,831 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (1,912) | 1,363 | (695) | 452 |
Unrealized gain (loss) on cash flow hedge | 109 | (164) | 874 | 1,524 |
Income taxes related to items of other comprehensive income | (28) | 39 | (247) | (574) |
Other comprehensive income (loss), net of tax | (1,831) | 1,238 | (68) | 1,402 |
COMPREHENSIVE INCOME | $ 4,994 | $ 1,478 | $ 18,347 | $ 17,233 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
NET EARNINGS | $ 18,415 | $ 15,831 |
Non-cash items included in net earnings: | ||
Depreciation of property, plant and equipment | 3,320 | 3,255 |
Amortization of intangible assets | 2,732 | 2,843 |
Amortization of deferred instrument costs | 581 | 745 |
Stock-based compensation | 2,882 | 2,891 |
Goodwill impairment charge | 6,628 | |
Deferred income taxes | (71) | 1,010 |
Change in: | ||
Accounts receivable | (52) | (288) |
Inventories | (4,118) | 3,899 |
Prepaid expenses and other current assets | (2,106) | 2,153 |
Accounts payable and accrued expenses | 2,967 | (5,568) |
Income taxes payable | (1,003) | 19 |
Other, net | 35 | (927) |
Net cash provided by operating activities | 23,582 | 32,491 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property, plant and equipment | (3,340) | (3,402) |
Net cash used for investing activities | (3,340) | (3,402) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Dividends paid | (15,870) | (18,990) |
Payments on bank term loan | (3,375) | (2,625) |
Proceeds and tax benefits from exercises of stock options | 183 | 303 |
Net cash used for financing activities | (19,062) | (21,312) |
Effect of Exchange Rate Changes on Cash and Equivalents | (322) | 250 |
Net Increase in Cash and Equivalents | 858 | 8,027 |
Cash and Equivalents at Beginning of Period | 57,072 | 47,226 |
Cash and Equivalents at End of Period | $ 57,930 | $ 55,253 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
CURRENT ASSETS | ||
Cash and equivalents | $ 57,930 | $ 57,072 |
Accounts receivable, less allowances of $327 and $307 | 28,858 | 29,106 |
Inventories | 45,154 | 41,493 |
Prepaid expenses and other current assets | 8,301 | 6,204 |
Total current assets | 140,243 | 133,875 |
PROPERTY, PLANT AND EQUIPMENT, at Cost | ||
Land | 1,161 | 1,162 |
Buildings and improvements | 32,238 | 32,207 |
Machinery, equipment and furniture | 48,990 | 48,836 |
Construction in progress | 2,850 | 1,895 |
Subtotal | 85,239 | 84,100 |
Less: accumulated depreciation and amortization | 54,764 | 53,590 |
Net property, plant and equipment | 30,475 | 30,510 |
OTHER ASSETS | ||
Goodwill | 54,776 | 54,926 |
Other intangible assets, net | 23,975 | 26,704 |
Restricted cash | 1,000 | 1,000 |
Deferred instrument costs, net | 1,240 | 1,368 |
Fair value of interest rate swap | 1,689 | 815 |
Deferred income taxes | 91 | 158 |
Other assets | 494 | 421 |
Total other assets | 83,265 | 85,392 |
TOTAL ASSETS | 253,983 | 249,777 |
CURRENT LIABILITIES | ||
Accounts payable | 7,354 | 7,719 |
Accrued employee compensation costs | 6,861 | 4,536 |
Current portion of acquisition consideration | 2,095 | 2,095 |
Other accrued expenses | 3,162 | 2,789 |
Current portion of long-term debt | 4,875 | 4,500 |
Income taxes payable | 118 | 1,248 |
Total current liabilities | 24,465 | 22,887 |
NON-CURRENT LIABILITIES | ||
Acquisition consideration | 235 | 235 |
Post-employment benefits | 2,513 | 2,468 |
Long-term debt | 46,422 | 50,147 |
Long-term income taxes payable | 786 | |
Deferred income taxes | 4,435 | 4,455 |
Total non-current liabilities | 54,391 | 57,305 |
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, 42,358,182 and 42,207,317 shares issued, respectively | 0 | 0 |
Additional paid-in capital | 128,673 | 125,608 |
Retained earnings | 49,468 | 46,923 |
Accumulated other comprehensive loss | (3,014) | (2,946) |
Total shareholders' equity | 175,127 | 169,585 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 253,983 | $ 249,777 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Allowances for accounts receivable | $ 327 | $ 307 |
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 | 42,358,182 | 42,207,317 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - 9 months ended Jun. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance at Sep. 30, 2017 | $ 169,585 | $ 125,608 | $ 46,923 | $ (2,946) | |
Beginning balance, Shares at Sep. 30, 2017 | 42,207 | ||||
Cash dividends paid | (15,870) | (15,870) | |||
Exercise of stock options | 183 | 183 | |||
Exercise of stock options, Share | 13 | ||||
Conversion of restricted share units | 0 | $ 0 | 0 | 0 | 0 |
Conversion of restricted share units, Shares | 138 | ||||
Stock compensation expense | 2,882 | 2,882 | |||
Net earnings | 18,415 | 18,415 | |||
Foreign currency translation adjustment | (695) | (695) | |||
Hedging activity, net of tax | 627 | 627 | |||
Ending balance at Jun. 30, 2018 | $ 175,127 | $ 128,673 | $ 49,468 | $ (3,014) | |
Ending balance, Shares at Jun. 30, 2018 | 42,358 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The interim condensed consolidated financial statements are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information, and the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of Management, the interim financial statements include all normal adjustments and disclosures necessary to present fairly the Company’s financial position as of June 30, 2018, the results of its operations for the three and nine month periods ended June 30, 2018 and 2017, and its cash flows for the nine month periods ended June 30, 2018 and 2017. These statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s fiscal 2017 Annual Report on Form 10-K. Financial |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies A summary of the Company’s significant accounting policies is included in Note 1 to the audited consolidated financial statements of the Company’s fiscal 2017 Annual Report on Form 10-K. Recent Accounting Pronouncements – In May 2014, the FASB issued ASU 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 2016-09. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income “Income Taxes” Reclassifications – Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. Such reclassifications had no impact on net earnings or shareholders’ equity. |
Cash and Equivalents
Cash and Equivalents | 9 Months Ended |
Jun. 30, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Equivalents | 3. Cash and Equivalents Cash and equivalents include the following components: June 30, 2018 September 30, 2017 Cash and Other Cash and Other Institutional money market funds $ 20,318 $ — $ 20,104 $ — Cash on hand - Restricted — 1,000 — 1,000 Unrestricted 37,612 — 36,968 — Total $ 57,930 $ 1,000 $ 57,072 $ 1,000 |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories are comprised of the following: June 30, September 30, Raw materials $ 7,699 $ 6,575 Work-in-process 13,756 11,559 Finished goods - instruments 1,342 1,460 Finished goods - kits and reagents 22,357 21,899 Total $ 45,154 $ 41,493 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets A summary of our acquired intangible assets subject to amortization, as of June 30, 2018 and September 30, 2017, is as follows: June 30, 2018 September 30, 2017 Gross Accumulated Gross Accumulated Manufacturing technologies, core products and cell lines $ 22,314 $ 13,693 $ 22,332 $ 12,807 Trade names, licenses and patents 8,668 5,058 8,689 4,398 Customer lists, customer relationships and supply agreements 24,516 12,772 24,562 11,854 Non-compete 720 720 720 540 $ 56,218 $ 32,243 $ 56,303 $ 29,599 The actual aggregate amortization expense for these intangible assets was $849 and $939 for the three months ended June 30, 2018 and 2017, respectively, and $2,732 and $2,843 for the nine months ended June 30, 2018 and 2017, respectively. The estimated aggregate amortization expense for these intangible assets for each of the fiscal years through fiscal 2023 is as follows: remainder of fiscal 2018 – $844, fiscal 2019 – $3,333, fiscal 2020 – $3,170, fiscal 2021 – $2,561, fiscal 2022 – $2,182, and fiscal 2023 – $2,170. In light of the factors discussed below and their impacts, during our fiscal 2017 third 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 after-tax 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. To date, we have satisfied our post-Warning Letter reporting requirements with the FDA. During the three and nine months ended June 30, 2018, we incurred approximately $100 and $900, respectively, in Quality System remediation costs, primarily related to regulatory consultants and studies required to reinstate our venous blood sample claim. 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes On December 22, 2017, the United States enacted tax reform legislation commonly known as the Tax Cuts and Jobs Act (the “tax reform act”). In applying the tax reform act, we followed the guidance in SEC Staff Accounting Bulletin 118 (“SAB 118”), regarding the application of ASC Topic 740 – Income Taxes in situations where a company does not have the necessary information available, prepared or analyzed in reasonable detail to complete the accounting for certain income tax effects of the tax reform act for the reporting period in which the tax reform act was enacted. SAB 118 provides for a measurement period beginning in the reporting period that includes the tax reform act’s enactment date and ending when a company has obtained, prepared and analyzed the information needed in order to complete the accounting requirements but in no circumstances should the measurement period extend beyond one year from the enactment date. We substantially completed the accounting for the effects of the tax reform act during the quarter ended December 31, 2017, except for the effects related to the one-time non-current Accounting for the remaining income tax effects of the tax reform act which impact our tax provision has been substantially completed and are included in the accompanying Condensed Consolidated Financial Statements as of June 30, 2018. We recorded a one-time re-measurement re-measurement re-measured |
Bank Credit Arrangements
Bank Credit Arrangements | 9 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Bank Credit Arrangements | 7. Bank Credit Arrangements In connection with the acquisition of Magellan Biosciences, Inc., and its wholly-owned subsidiary Magellan Diagnostics, Inc. (collectively, “Magellan”), 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: remainder of fiscal 2018 – $1,125, 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 June 30, 2018 approximates the current carrying value reflected in the accompanying Condensed 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 rate 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 Condensed Consolidated Statements of Comprehensive Income. At June 30, 2018 and September 30, 2017, the fair value of the interest rate swap was $1,689 and $815, respectively, and is reflected as a 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 credit facility at June 30, 2018 or September 30, 2017. The term loan and the 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 June 30, 2018, the Company is in compliance with all covenants. The Company is also required to maintain a compensating cash balance with the bank in the amount of $1,000, and is in compliance with this requirement. |
Reportable Segments and Major C
Reportable Segments and Major Customers Information | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Reportable Segments and Major Customers Information | 8. Reportable Segments and Major Customers Information Meridian was formed in 1976 and functions as a fully-integrated life science company with principal businesses in (i) the development, manufacture, sale and distribution of diagnostic test kits, primarily for certain gastrointestinal, viral, respiratory, and parasitic infectious diseases, and elevated blood lead levels; and (ii) the manufacture and distribution of bulk antigens, antibodies, PCR/qPCR reagents, nucleotides, competent cells, and bioresearch reagents used by researchers and other diagnostic manufacturers. Our reportable segments are Diagnostics and Life Science. The Diagnostics segment consists of manufacturing operations for infectious disease products in Cincinnati, Ohio; 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. This segment’s products are used by hospitals, reference labs and physician offices to detect infectious diseases and elevated lead levels. 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. This segment’s products are used by manufacturers and researchers in a variety of applications (e.g., in-vitro next-gen Amounts due from two Diagnostics distributor customers accounted for 15% and 11% of consolidated accounts receivable at June 30, 2018 and September 30, 2017, respectively. Revenues from these two distributor customers accounted for 28% of the Diagnostics segment third-party revenues during each of the three month periods ended June 30, 2018 and 2017, and 29% and 28% during the nine month periods ended June 30, 2018 and 2017, respectively. These distributors represented 19% and 20% of consolidated revenues for the fiscal 2018 and 2017 third quarters, respectively, and 21% and 20% for the respective year-to-date Within our Life Science segment, two diagnostic manufacturing customers accounted for 17% and 10% of the segment’s third-party revenues during the three months ended June 30, 2018 and 2017, respectively, and 18% and 17% during the nine months ended June 30, 2018 and 2017, respectively. Segment information for the interim periods is as follows: Diagnostics Life Science Unallocated Total Three Months Ended June 30, 2018 Net revenues - Third-party $ 36,368 $ 15,369 $ — $ 51,737 Inter-segment 80 96 (176 ) — Operating income 7,166 3,647 (2,078 ) 8,735 Goodwill (June 30, 2018) 35,213 19,563 — 54,776 Other intangible assets, net (June 30, 2018) 22,749 1,226 — 23,975 Total assets (June 30, 2018) 183,233 71,375 (625 ) 253,983 Three Months Ended June 30, 2017 Net revenues - Third-party $ 35,949 $ 14,191 $ — $ 50,140 Inter-segment 71 129 (200 ) — Operating income (2) 914 3,388 2 4,304 Goodwill (September 30, 2017) 35,213 19,713 — 54,926 Other intangible assets, net (September 30, 2017) 24,973 1,731 — 26,704 Total assets (September 30, 2017) 180,226 69,938 (387 ) 249,777 Nine Months Ended June 30, 2018 Net revenues - Third-party $ 113,640 $ 46,831 $ — $ 160,471 Inter-segment 281 363 (644 ) — Operating income 22,926 10,007 (8,459 ) 24,474 Nine Months Ended June 30, 2017 Net revenues - Third-party $ 107,529 $ 43,545 $ — $ 151,074 Inter-segment 278 361 (639 ) — Operating income (2) 17,152 11,226 197 28,575 (1) Unallocated costs for the three and nine months ended June 30, 2018 total $2,081 and $8,475, respectively, and are comprised of Executive Transition and Realignment Costs, and Litigation Costs, as set forth within the accompanying Condensed Consolidated Statements of Operations. Eliminations consist of inter-segment transactions. (2) Diagnostics’ operating income includes the effect of the Magellan goodwill impairment charge in the amount of $6,628 during the three and nine month periods ended June 30, 2017. Transactions between segments are accounted for at established intercompany prices for internal and management purposes, with all intercompany amounts eliminated in consolidation. |
Litigation Matters
Litigation Matters | 9 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation Matters | 9. Litigation Matters On May 17, 2017, Meridian filed a complaint in the United States District Court for the Southern District of Ohio, Western Division (Cincinnati) naming DiaSorin Inc. (“DiaSorin”) as a defendant. Meridian’s complaint alleges DiaSorin has breached the 2010 Co-Development co-development On November 15, 2017, Barbara Forman filed a class action complaint in the United States District Court for the Southern District of Ohio naming Meridian, its Chief Executive Officer and Chief Financial Officer (in their capacities as such) as defendants. An amended complaint was filed on April 16, 2018 and the Company believes the essential elements of the amended complaint are the same. The complaint and the amended complaint are hereafter referred to as the “Complaint”. The Complaint alleges that Meridian made false and misleading representations concerning certain of Magellan’s lead test systems at or around the time of Meridian’s acquisition of Magellan and subsequent thereto. The Complaint seeks compensatory damages, injunctive relief and attorneys’ fees to all members of the proposed class. Meridian filed a motion to dismiss the Complaint and that motion remains pending. Because the litigation is 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 the accompanying Condensed Consolidated Statement of Operations for the fiscal year-to-date On December 6, 2017, Michael Edelson filed a derivative complaint in the United States District Court for the Southern District of Ohio naming Meridian, its Chief Executive Officer, Chief Financial Officer and certain members of Meridian’s Board of Directors and Audit Committee (in their capacities as such) as defendants. The complaint alleges that Meridian made false and misleading representations concerning certain of Magellan’s lead test systems at or around the time of Meridian’s acquisition of Magellan and subsequent thereto, and the complaint alleges that certain members of the Board of Directors and Audit Committee breached their fiduciary duties in their oversight of the Company’s public disclosures and corporate governance matters. The lawsuit underlying plaintiff’s class action complaint seeks compensatory damages, injunctive relief, equitable relief and attorneys’ fees to all members of the proposed class. By agreement of all parties, the derivative action has been stayed pending a decision on the motion to dismiss in the Forman action. Because nothing has occurred in the litigation, 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 the accompanying Condensed Consolidated Statement of Operations for the fiscal year-to-date Approximately $90 and $630 of expense for attorneys’ fees related to the above two class action matters is included within the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2018, respectively. The Company maintains insurance covering these matters, which it believes to be sufficient, the deductible for which has been met. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements – In May 2014, the FASB issued ASU 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 2016-09. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income “Income Taxes” |
Reclassifications | Reclassifications – Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. Such reclassifications had no impact on net earnings or shareholders’ equity. |
Cash and Equivalents (Tables)
Cash and Equivalents (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Components of Cash and Cash Equivalents | Cash and equivalents include the following components: June 30, 2018 September 30, 2017 Cash and Other Cash and Other Institutional money market funds $ 20,318 $ — $ 20,104 $ — Cash on hand - Restricted — 1,000 — 1,000 Unrestricted 37,612 — 36,968 — Total $ 57,930 $ 1,000 $ 57,072 $ 1,000 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories are comprised of the following: June 30, September 30, Raw materials $ 7,699 $ 6,575 Work-in-process 13,756 11,559 Finished goods - instruments 1,342 1,460 Finished goods - kits and reagents 22,357 21,899 Total $ 45,154 $ 41,493 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets Subject to Amortization | A summary of our acquired intangible assets subject to amortization, as of June 30, 2018 and September 30, 2017, is as follows: June 30, 2018 September 30, 2017 Gross Accumulated Gross Accumulated Manufacturing technologies, core products and cell lines $ 22,314 $ 13,693 $ 22,332 $ 12,807 Trade names, licenses and patents 8,668 5,058 8,689 4,398 Customer lists, customer relationships and supply agreements 24,516 12,772 24,562 11,854 Non-compete 720 720 720 540 $ 56,218 $ 32,243 $ 56,303 $ 29,599 |
Reportable Segments and Major21
Reportable Segments and Major Customers Information (Tables) | 9 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment information for the interim periods is as follows: Diagnostics Life Science Unallocated Total Three Months Ended June 30, 2018 Net revenues - Third-party $ 36,368 $ 15,369 $ — $ 51,737 Inter-segment 80 96 (176 ) — Operating income 7,166 3,647 (2,078 ) 8,735 Goodwill (June 30, 2018) 35,213 19,563 — 54,776 Other intangible assets, net (June 30, 2018) 22,749 1,226 — 23,975 Total assets (June 30, 2018) 183,233 71,375 (625 ) 253,983 Three Months Ended June 30, 2017 Net revenues - Third-party $ 35,949 $ 14,191 $ — $ 50,140 Inter-segment 71 129 (200 ) — Operating income (2) 914 3,388 2 4,304 Goodwill (September 30, 2017) 35,213 19,713 — 54,926 Other intangible assets, net (September 30, 2017) 24,973 1,731 — 26,704 Total assets (September 30, 2017) 180,226 69,938 (387 ) 249,777 Nine Months Ended June 30, 2018 Net revenues - Third-party $ 113,640 $ 46,831 $ — $ 160,471 Inter-segment 281 363 (644 ) — Operating income 22,926 10,007 (8,459 ) 24,474 Nine Months Ended June 30, 2017 Net revenues - Third-party $ 107,529 $ 43,545 $ — $ 151,074 Inter-segment 278 361 (639 ) — Operating income (2) 17,152 11,226 197 28,575 (1) Unallocated costs for the three and nine months ended June 30, 2018 total $2,081 and $8,475, respectively, and are comprised of Executive Transition and Realignment Costs, and Litigation Costs, as set forth within the accompanying Condensed Consolidated Statements of Operations. Eliminations consist of inter-segment transactions. (2) Diagnostics’ operating income includes the effect of the Magellan goodwill impairment charge in the amount of $6,628 during the three and nine month periods ended June 30, 2017. |
Significant Accounting Polici22
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Schedule Of Accounting Policies [Line Items] | |||||
INCOME TAX PROVISION | $ 1,795 | $ 3,706 | $ 5,087 | $ 11,964 | |
ASU 2016-09 [Member] | |||||
Schedule Of Accounting Policies [Line Items] | |||||
INCOME TAX PROVISION | $ 160 | $ 178 |
Cash and Equivalents - Componen
Cash and Equivalents - Components of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 57,930 | $ 57,072 | $ 55,253 | $ 47,226 |
Institutional Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 20,318 | 20,104 | ||
Cash [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 37,612 | 36,968 | ||
Other Assets [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 1,000 | 1,000 | ||
Other Assets [Member] | Other Restricted Cash [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 1,000 | $ 1,000 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Inventory [Line Items] | ||
Raw materials | $ 7,699 | $ 6,575 |
Work-in-process | 13,756 | 11,559 |
Total | 45,154 | 41,493 |
Instruments [Member] | ||
Inventory [Line Items] | ||
Finished goods | 1,342 | 1,460 |
Kits and Reagents [Member] | ||
Inventory [Line Items] | ||
Finished goods | $ 22,357 | $ 21,899 |
Intangible Assets - Summary of
Intangible Assets - Summary of Acquired Intangible Assets Subject to Amortization (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Sep. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 56,218 | $ 56,303 |
Accumulated Amortization | 32,243 | 29,599 |
Manufacturing Technologies, Core Products and Cell Lines [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 22,314 | 22,332 |
Accumulated Amortization | 13,693 | 12,807 |
Trade Names, Licenses and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 8,668 | 8,689 |
Accumulated Amortization | 5,058 | 4,398 |
Customer Lists, Customer Relationships, and Supply Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 24,516 | 24,562 |
Accumulated Amortization | 12,772 | 11,854 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 720 | 720 |
Accumulated Amortization | $ 720 | $ 540 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | May 17, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 849 | $ 939 | $ 2,732 | $ 2,843 | |
Estimated amortization expense for intangible assets remainder of fiscal year 2018 | 844 | 844 | |||
2,019 | 3,333 | 3,333 | |||
2,020 | 3,170 | 3,170 | |||
2,021 | 2,561 | 2,561 | |||
2,022 | 2,182 | 2,182 | |||
2,023 | 2,170 | 2,170 | |||
Goodwill impairment charge | 6,628 | 6,628 | |||
Quality System remediation costs | $ 100 | $ 900 | |||
Magellan [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment charge | $ 6,628 | $ 6,628 | |||
Revenues [Member] | Product Concentration Risk [Member] | LeadCare Plus and LeadCare Ultra Systems [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Concentration risk percentage | 10.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | |
Income Taxes Disclosure [Line Items] | |||
Provisional repatriation transition tax | $ 854 | ||
Tax benefit from tax reform act | $ 652 | $ 1,695 | $ 2,347 |
Tax rate used for re-measurement of temporary differences expected to be realized during fiscal 2018 | 24.50% | ||
Tax rate used for re-measurement of remaining temporary differences | 21.00% | ||
Accrued Income Taxes Current [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Provisional repatriation transition tax | $ 68 | ||
Accrued Income Taxes Noncurrent [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Provisional repatriation transition tax | $ 786 |
Bank Credit Arrangements - Addi
Bank Credit Arrangements - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2017 | 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 | $ 1,689,000 | $ 815,000 | |
Bank credit arrangement, fixed interest rate percentage | 2.76% | ||
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 | 1,125,000 | ||
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 |
Reportable Segments and Major29
Reportable Segments and Major Customers Information - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
Two Diagnostic Distributor Customers [Member] | Consolidated Accounts Receivable [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Number of major customers | 2 | 2 | |||
Concentration risk percentage | 15.00% | 11.00% | |||
Two Diagnostic Distributor Customers [Member] | Segment, Third-Party Sales Revenue [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Number of major customers | 2 | 2 | 2 | 2 | |
Two Diagnostic Distributor Customers [Member] | Segment, Third-Party Sales Revenue [Member] | Diagnostics [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 28.00% | 28.00% | 29.00% | 28.00% | |
Two Diagnostic Distributor Customers [Member] | Revenues [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Concentration risk percentage | 19.00% | 20.00% | 21.00% | 20.00% | |
Two Diagnostic Manufacturing Customers [Member] | Segment, Third-Party Sales Revenue [Member] | Life Science [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Number of major customers | 2 | 2 | 2 | 2 | |
Concentration risk percentage | 17.00% | 10.00% | 18.00% | 17.00% |
Reportable Segments and Major30
Reportable Segments and Major Customers Information - Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |||||
NET REVENUES | $ 51,737 | $ 50,140 | $ 160,471 | $ 151,074 | |
Operating income | 8,735 | 4,304 | 24,474 | 28,575 | |
Goodwill | 54,776 | 54,776 | $ 54,926 | ||
Other intangible assets, net | 23,975 | 23,975 | 26,704 | ||
Total assets | 253,983 | 253,983 | 249,777 | ||
Goodwill impairment charge | 6,628 | 6,628 | |||
Magellan [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Goodwill impairment charge | 6,628 | 6,628 | |||
Operating Segments [Member] | Diagnostics [Member] | |||||
Segment Reporting Information [Line Items] | |||||
NET REVENUES | 36,368 | 35,949 | 113,640 | 107,529 | |
Operating income | 7,166 | 914 | 22,926 | 17,152 | |
Goodwill | 35,213 | 35,213 | 35,213 | ||
Other intangible assets, net | 22,749 | 22,749 | 24,973 | ||
Total assets | 183,233 | 183,233 | 180,226 | ||
Net revenues | 80 | 71 | 281 | 278 | |
Operating Segments [Member] | Life Science [Member] | |||||
Segment Reporting Information [Line Items] | |||||
NET REVENUES | 15,369 | 14,191 | 46,831 | 43,545 | |
Operating income | 3,647 | 3,388 | 10,007 | 11,226 | |
Goodwill | 19,563 | 19,563 | 19,713 | ||
Other intangible assets, net | 1,226 | 1,226 | 1,731 | ||
Total assets | 71,375 | 71,375 | 69,938 | ||
Net revenues | 96 | 129 | 363 | 361 | |
Unallocated Costs and Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | (2,078) | 2 | (8,459) | 197 | |
Total assets | (625) | (625) | $ (387) | ||
Net revenues | (176) | $ (200) | (644) | $ (639) | |
Unallocated Costs [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Executive transition and realignment costs, and litigation costs | $ 2,081 | $ 8,475 |
Litigation Matters - Additional
Litigation Matters - Additional Information (Detail) - USD ($) | Apr. 16, 2018 | Jun. 30, 2018 | Jun. 30, 2018 |
Loss Contingencies [Line Items] | |||
Litigation costs | $ 1,168,000 | $ 3,370,000 | |
Diagnostics [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation filing date | May 17, 2017 | ||
Litigation costs | 815,000 | $ 2,470,000 | |
Class Action Complaint One [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation filing date | Nov. 15, 2017 | ||
Provision for litigation losses | $ 0 | ||
Class Action Complaint Two [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation filing date | Dec. 6, 2017 | ||
Litigation costs | 270,000 | $ 270,000 | |
Provision for litigation losses | 0 | ||
Class Action Complaint One and Two [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation costs | $ 90,000 | $ 630,000 | |
Amended Complaint [Member] | |||
Loss Contingencies [Line Items] | |||
Litigation filing date | Apr. 16, 2018 |