SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form10-Q

 

 

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended DecemberMarch 31, 20142015

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number0-14902

 

 

MERIDIAN BIOSCIENCE, INC.

Incorporated under the laws of Ohio

 

 

31-0888197

(I.R.S. Employer Identification No.)

3471 River Hills Drive

Cincinnati, Ohio 45244

(513)271-3700

 

 

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  þx    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  þx    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer þx  Accelerated filer ¨
Non-accelerated filer ¨  Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  þx

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding January 31,April 30, 2015

Common Stock, no par value 41,705,94041,713,985

 

 

 


MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

TABLE OF CONTENTS TO QUARTERLY REPORT ON FORM10-Q

 

      Page(s) 

PART I.

  

FINANCIAL INFORMATION

  

Item 1.

  

Financial Statements (Unaudited)

  
  

Condensed Consolidated Statements of Operations Three and Six Months Ended DecemberMarch 31, 20142015 and 20132014

   1  
  

Condensed Consolidated Statements of Comprehensive Income Three and Six Months Ended DecemberMarch  31, 20142015 and 20132014

   2  
  

Condensed Consolidated Statements of Cash Flows ThreeSix Months Ended DecemberMarch 31, 20142015 and 20132014

   3  
  

Condensed Consolidated Balance Sheets DecemberMarch 31, 20142015 and September 30, 2014

   4-5  
  

Condensed Consolidated Statement of Changes in Shareholders’ Equity ThreeSix Months Ended DecemberMarch 31, 20142015

   6  
  

Notes to Condensed Consolidated Financial Statements

   7-117-12  

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   12-1812-20  

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   1920  

Item 4.

  

Controls and Procedures

   1920  

PART II.

  

OTHER INFORMATION

  

Item 1A.

  

Risk Factors

   1921  

Item 6.

  

Exhibits

   1921  

Signature

   2022  

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements accompanied by meaningful cautionary statements. Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which may be identified by words such as “estimates”, “anticipates”, “projects”, “plans”, “seeks”, “may”, “will”, “expects”, “intends”, “believes”, “should” and similar expressions or the negative versions thereof and which also may be identified by their context. All statements that address operating performance or events or developments that Meridian expects or anticipates will occur in the future, including, but not limited to, statements relating to per share diluted earnings and revenue, are forward-looking statements. Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made. Specifically, Meridian’s forward-looking statements are, and will be, based on management’s then-current views and assumptions regarding future events and operating performance. Meridian assumes no obligation to publicly update or revise any forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially, including, without limitation, the following: Meridian’s continued growth depends, in part, on its ability to introduce into the marketplace enhancements of existing products or new products that incorporate technological advances, meet customer requirements and respond to products developed by Meridian’s competition, and its ability to effectively sell such products. While Meridian has introduced a number of internally developed products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis. Meridian relies on proprietary, patented and licensed technologies, and the Company’s ability to protect its intellectual property rights, as well as the potential for intellectual property litigation, would impact its results. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Recessionary pressures on the economy and the markets in which our customers operate, as well as adverse trends in buying patterns from customers can change expected results. Costs and difficulties in complying with laws and regulations, including those administered by the United States Food and Drug Administration, can result in


unanticipated expenses and delays and interruptions to the sale of new and existing products. The international scope of Meridian’s operations, including changes in the relative strength or weakness of the U.S. dollar and general economic conditions in foreign countries, can impact results and make them difficult to predict. One of Meridian’s growth strategies is the acquisition of companies and product lines. There can be no assurance that additional acquisitions will be consummated or that, if consummated, will be successful and the acquired businesses will be successfully integrated into Meridian’s operations. There may be risks that acquisitions may disrupt operations and may pose potential difficulties in employee retention and there may be additional risks with respect to Meridian’s ability to recognize the benefits of acquisitions, including potential synergies and cost savings or the failure of acquisitions to achieve their plans and objectives. Meridian cannot predict the possible impact of U.S. health care legislation enacted in 2010 – the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act – and any modification or repeal of any of the provisions thereof, and any similar initiatives in other countries on its results of operations. Efforts to reduce the U.S. federal deficit, breaches of Meridian’s information technology systems and natural disasters and other events could have a materially adverse effect on Meridian’s results of operations and revenues. In addition to the factors described in this paragraph, Part I, Item 1A Risk Factors of our Form 10-K contains a list and description of uncertainties, risks and other matters that may affect the Company.


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)

 

  Three Months Ended 
  December 31,   Three Months Ended
March 31,
 Six Months Ended
March 31,
 
  2014 2013   2015 2014 2015 2014 

NET REVENUES

  $48,013  $44,794   $51,545  $50,134  $99,558  $94,928 

COST OF SALES

   18,776  16,787    19,024  18,541  37,800  35,328 
  

 

  

 

   

 

  

 

  

 

  

 

 

GROSS PROFIT

   29,237   28,007  32,521  31,593  61,758  59,600 
  

 

  

 

  

 

  

 

 
  

 

  

 

 

OPERATING EXPENSES

   

Research and development

   3,103   2,853  3,368  3,186  6,471  6,039 

Selling and marketing

   6,080   5,978  6,481  6,461  12,561  12,538 

General and administrative

   7,385   7,550  6,940  6,280  14,325  13,731 
  

 

  

 

   

 

  

 

  

 

  

 

 

Total operating expenses

   16,568   16,381  16,789  15,927  33,357  32,308 
  

 

  

 

   

 

  

 

  

 

  

 

 

OPERATING INCOME

   12,669   11,626  15,732  15,666  28,401  27,292 

OTHER INCOME (EXPENSE)

   

Interest income

   6   4  6  6  12  10 

Other, net

   (582  (220 (211 (28 (793 (248
  

 

  

 

   

 

  

 

  

 

  

 

 

Total other income (expense)

   (576  (216 (205 (22 (781 (238
  

 

  

 

   

 

  

 

  

 

  

 

 

EARNINGS BEFORE INCOME TAXES

   12,093   11,410  15,527  15,644  27,620  27,054 

INCOME TAX PROVISION

   4,192   3,984  5,457  5,344  9,649  9,328 
  

 

  

 

   

 

  

 

  

 

  

 

 

NET EARNINGS

  $7,901  $7,426 $10,070 $10,300 $17,971 $17,726 
  

 

  

 

   

 

  

 

  

 

  

 

 

BASIC EARNINGS PER COMMON SHARE

  $0.19  $0.18 $0.24 $0.25 $0.43 $0.43 

DILUTED EARNINGS PER COMMON SHARE

  $0.19  $0.18 $0.24 $0.24 $0.43 $0.42 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING—BASIC

   41,607   41,408 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC

 41,707  41,471  41,636  41,434 

EFFECT OF DILUTIVE STOCK OPTIONS AND RESTRICTED SHARES AND UNITS

   334   691  341  676  336  686 
  

 

  

 

   

 

  

 

  

 

  

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING—DILUTED

   41,941   42,099 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - DILUTED

 42,048  42,147  41,972  42,120 
  

 

  

 

  

 

  

 

 
  

 

  

 

 

ANTI-DILUTIVE SECURITIES:

   

Common share options and restricted shares and units

   566   110  570  168  546  137 
  

 

  

 

   

 

  

 

  

 

  

 

 

DIVIDENDS DECLARED PER COMMON SHARE

  $0.20  $0.19 $0.20 $0.20 $0.40 $0.39 
  

 

  

 

   

 

  

 

  

 

  

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Page 1


MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

 

  Three Months Ended 
  December 31,   Three Months Ended
March 31,
   Six Months Ended
March 31,
 
  2014 2013   2015 2014   2015 2014 

NET EARNINGS

  $7,901  $7,426   $10,070  $10,300   $17,971  $17,726 

Foreign currency translation adjustment

   (1,365 723    (2,138 337    (3,503 1,060 
  

 

  

 

   

 

  

 

 
  

 

  

 

 

COMPREHENSIVE INCOME

  $6,536  $8,149 $7,932 $10,637 $14,468 $18,786 
  

 

  

 

   

 

  

 

   

 

  

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Page 2


MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

 

Three Months Ended December 31,

  2014 2013 

Six Months Ended March 31,

  2015 2014 

CASH FLOWS FROM OPERATING ACTIVITIES

      

Net earnings

  $7,901  $7,426   $17,971  $17,726 

Non-cash items included in net earnings:

      

Depreciation of property, plant and equipment

   927  888    1,832  1,756 

Amortization of intangible assets

   469  526    900  1,042 

Amortization of deferredillumigene instrument costs

   395  438    754  864 

Stock-based compensation

   1,428  1,651    1,954  2,157 

Deferred income taxes

   100  293    (257 (31

Change in current assets

   4,878  1,600    (6,910 (6,656

Change in current liabilities

   246  (3,434   3,368  (3,143

Other, net

   (259 (43   419  (159
  

 

  

 

   

 

  

 

 

Net cash provided by operating activities

   16,085   9,345  20,031  13,556 
  

 

  

 

   

 

  

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

   

Purchases of property, plant and equipment

   (1,331  (899 (2,561 (2,573

Purchases of intangible assets

   —     (1,638 —     (1,677
  

 

  

 

   

 

  

 

 

Net cash used for investing activities

   (1,331  (2,537 (2,561 (4,250
  

 

  

 

   

 

  

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

   

Dividends paid

   (8,330  (7,875 (16,671 (16,169

Proceeds and tax benefits from exercises of stock options

   499   407  654  540 
  

 

  

 

   

 

  

 

 

Net cash used for financing activities

   (7,831  (7,468 (16,017 (15,629
  

 

  

 

 
  

 

  

 

 

Effect of Exchange Rate Changes on Cash and Equivalents

   (454  107  (1,781 254 
  

 

  

 

   

 

  

 

 

Net Increase (Decrease) in Cash and Equivalents

   6,469   (553

Net Decrease in Cash and Equivalents

 (328 (6,069

Cash and Equivalents at Beginning of Period

   43,047   44,282  43,047  44,282 
  

 

  

 

   

 

  

 

 

Cash and Equivalents at End of Period

  $49,516  $43,729 $42,719 $38,213 
  

 

  

 

   

 

  

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Page 3


MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands)

ASSETS

 

  December 31,   September 30, 
  2014   2014 
  (Unaudited)   

 

   March 31,
2015
(Unaudited)
   September 30,
2014
 

CURRENT ASSETS

        

Cash and equivalents

  $49,516   $43,047   $42,719   $43,047 

Accounts receivable, less allowances of $247 and $272

   23,613    23,232 

Accounts receivable, less allowances of $220 and $272

   30,298    23,232 

Inventories

   34,428    35,495    33,043    35,495 

Prepaid expenses and other current assets

   3,212    7,058    6,483    7,058 

Deferred income taxes

   3,890    3,916    3,991    3,916 
  

 

   

 

   

 

   

 

 

Total current assets

   114,659    112,748  116,534  112,748 
  

 

   

 

 
  

 

   

 

 

PROPERTY, PLANT AND EQUIPMENT, at Cost

    

Land

   1,167    1,173  1,150  1,173 

Buildings and improvements

   29,251    29,146  29,938  29,146 

Machinery, equipment and furniture

   40,454    40,192  40,580  40,192 

Construction in progress

   1,185    652  895  652 
  

 

   

 

   

 

   

 

 

Subtotal

   72,057    71,163  72,563  71,163 

Less: accumulated depreciation and amortization

   44,137    43,553  44,541  43,553 
  

 

   

 

   

 

   

 

 

Net property, plant and equipment

   27,920    27,610  28,022  27,610 
  

 

   

 

 
  

 

   

 

 

OTHER ASSETS

    

Goodwill

   22,638    23,193  22,090  23,193 

Other intangible assets, net

   7,159    7,813  6,591  7,813 

Restricted cash

   1,000    1,000  1,000  1,000 

Deferredillumigene instrument costs, net

   2,477    2,740  2,270  2,740 

Deferred income taxes

   1,185    1,483  1,402  1,483 

Other assets

   400    342  403  342 
  

 

   

 

   

 

   

 

 

Total other assets

   34,859    36,571  33,756  36,571 
  

 

   

 

 
  

 

   

 

 

TOTAL ASSETS

  $177,438   $176,929 $178,312 $176,929 
  

 

   

 

   

 

   

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Page 4


MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(dollars in thousands)

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  December 31, September 30, 
  2014 2014 
  (Unaudited) 

 

   March 31,
2015

(Unaudited)
 September 30,
2014
 

CURRENT LIABILITIES

      

Accounts payable

  $5,941  $4,966   $6,110  $4,966 

Accrued employee compensation costs

   4,517  4,761    4,899  4,761 

Other accrued expenses

   3,018  3,149    3,138  3,149 

Income taxes payable

   1,073  859    1,079  859 
  

 

  

 

   

 

  

 

 

Total current liabilities

   14,549   13,735  15,226  13,735 
  

 

  

 

   

 

  

 

 

NON-CURRENT LIABILITIES

   2,043   2,165  1,988  2,165 

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, 41,700,686 and 41,622,216 shares issued, respectively

   —     —   

Common shares, no par value, 71,000,000 shares authorized, 41,713,675 and 41,622,216 shares issued, respectively

 —    —   

Additional paid-in capital

   113,462   111,851  114,123  111,851 

Retained earnings

   48,440   48,869  50,169  48,869 

Accumulated other comprehensive income (loss)

   (1,056  309 

Accumulated other comprehensive income

 (3,194 309 
  

 

  

 

 
  

 

  

 

 

Total shareholders’ equity

   160,846   161,029  161,098  161,029 
  

 

  

 

   

 

  

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $177,438  $176,929 $178,312 $176,929 
  

 

  

 

   

 

  

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Page 5


MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)

(dollars and shares in thousands)

 

  Common
Shares
Issued
   Additional
Paid-In
Capital
   Retained
Earnings
 Accumulated Other
Comprehensive
Income (Loss)
 Total
Shareholders’
Equity
 
  Common
Shares
Issued
   Additional
Paid-In
Capital
   Retained
Earnings
 Accumulated
Other
Comprehensive
Income (Loss)
 Total
Shareholders’
Equity
 

Balance at September 30, 2014

   41,622   $111,851   $48,869  $309  $161,029    41,622   $111,851   $48,869  $309  $161,029 

Cash dividends paid

   —      —      (8,330  —    (8,330   —      —      (16,671  —    (16,671

Exercise of stock options

   53    183    —     —    183    65    318    —     —    318 

Conversion of restricted stock units

   26    —      —     —     —      27    —      —     —     —   

Stock compensation expense

   —      1,428    —     —    1,428    —      1,954    —     —    1,954 

Net earnings

   —      —      7,901   —    7,901    —      —      17,971   —    17,971 

Foreign currency translation adjustment

   —      —      —    (1,365 (1,365   —      —      —    (3,503 (3,503
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

  

 

  

 

 

Balance at December 31, 2014

   41,701   $113,462   $48,440  $(1,056 $160,846 
  

 

   

 

   

 

  

 

  

 

 

Balance at March 31, 2015

 41,714 $114,123 $50,169 $(3,194$161,098 
  

 

   

 

   

 

  

 

  

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

Page 6


MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Dollars in Thousands, Except Per Share Amounts

(Unaudited)

 

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 DecemberMarch 31, 2014,2015, the results of its operations for the three and six month periods ended DecemberMarch 31, 20142015 and 2013,2014, and its cash flows for the threesix month periods ended DecemberMarch 31, 20142015 and 2013.2014. These statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s fiscal 2014 Annual Report on Form 10-K. Financial information as of September 30, 2014 has been derived from the Company’s audited consolidated financial statements.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the year.

 

2.Significant Accounting Policies

 

(a)Revenue Recognition and Accounts Receivable –

Revenue is generally recognized from sales when product is shipped and title has passed to the customer. Revenue for the Diagnostics segment is reduced at the date of sale for product price adjustments due certain distributors under local contracts. Management estimates accruals for distributor price adjustments based on local contract terms, sales data provided by distributors, estimates of inventories of certain of our products held 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 $4,950$4,650 at DecemberMarch 31, 20142015 and $4,220 at September 30, 2014, and have been netted against accounts receivable.

Revenue for our Diagnostics segment includes revenue for ourillumigene® molecular test system. This system includes an instrument, instrument accessories and test kits. In markets where the test system is sold via multiple deliverable arrangements, the cost of the instrument and instrument accessories is deferred upon placement at a customer and amortized on a straight-line basis into cost of sales over the expected utilization period, generally three years.

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 and installation. There isde minimis consideration received from the customer at the time of instrument placement. We have determined that the instrument and instrument accessories are not a separate unit of accounting because such equipment can only be used to process and read the results from ourillumigene diagnostic tests (i.e., our instrument and test kits function together to deliver a diagnostic test result), and therefore the instrument and instrument accessories do not have standalone value to the customer. Consequently, there is no revenue allocated to the placement of the instrument and instrument accessories. Test kits are delivered to the customer over the utilization period of the instrument, which we estimate has a useful life of three years. Our average customer contract period, including estimated renewals, is at least equal to the estimated three-year utilization period. Revenue for the sale of test kits is recognized upon shipment and transfer of title to the customers.

 

Page 7


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 and instrument accessories and test kits is recognized upon shipment and transfer of title to the customers. In these markets, ourillumigenemolecular test system is sold to independent distributors who inventory the instruments, instrument accessories and test kits for resale to 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 considered to be probable and estimable.

Life Science revenue for contract services may come from research and development services or manufacturing services, including process development work, or a combination of both. Revenue is recognized based on each of the deliverables in a given arrangement having distinct and separate customer pricing. Depending on the nature of the arrangement, revenue is recognized as services are performed and billed, upon completion and acceptance by the customer, or upon delivery of product and acceptance by the customer.

Trade accounts receivable are recorded in the accompanying Condensed 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 experience and known conditions that would likely lead to non-payment. The allowance for doubtful accounts and related metrics, such as days’ sales outstanding, are reviewed monthly. Accounts with past due balances over 90 days are reviewed individually for collectibility. Customer invoices are charged off against the allowance when we believe it is probable that the invoices will not be paid.

 

(b)Comprehensive Income (Loss) –

As reflected in the accompanying Condensed Consolidated Statements of Comprehensive Income, our comprehensive income or loss is comprised of net earnings and foreign currency translation.

Assets and liabilities of foreign operations are translated using period-end exchange rates with gains or losses resulting from translation included as a separate component of comprehensive income or loss. Revenues and expenses are translated using exchange rates prevailing during the period. We also recognize foreign currency transaction gains and losses on certain assets and liabilities that are denominated in the non-functional currencies of the Company or its subsidiaries. These gains and losses are included in other income and expense in the accompanying Condensed Consolidated Statements of Operations.

 

(c)Income Taxes –

The provision for income taxes includes federal, foreign, state and local income taxes currently payable and those deferred because of temporary differences between income for financial reporting and income for tax purposes. We prepare estimates of permanent and temporary differences between income for financial reporting purposes and income for tax purposes. These differences are adjusted to actual upon filing of our tax returns, typically occurring in the third and fourth quarters of the current fiscal year for the preceding fiscal year’s estimates.

We account for uncertain tax positions using a benefit recognition model with a two-step approach: (i) a more-likely-than-not recognition criterion; and (ii) a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit is recorded. We recognize accrued interest and penalties related to unrecognized tax benefits as a portion of our income tax provision in the Condensed Consolidated Statements of Operations.

Page 8


In September 2013, the Internal Revenue Service issued Treasury Decision 9636, which enacted final tax regulations regarding the capitalization and expensing of amounts paid to acquire, produce, or improve tangible property. The regulations also include guidance regarding the retirement of depreciable property. The regulations are required to be effective in taxable years beginning on or after January 1, 2014, although

Page 8


taxpayers may choose to apply them in taxable years beginning on or after January 1, 2012. Our adoption of these regulations on October 1, 2014 did not have a significant impact on the Company’s consolidated results of operations, cash flows or financial position.

 

(d)Stock-Based Compensation –

We recognize compensation expense for all share-based awards made to employees, based upon the fair value of the share-based award on the date of the grant. Awards are expensed over their requisite service periods.

 

(e)Cash and Cash Equivalents –

Cash and cash equivalents include the following components:

 

  December 31, 2014   September 30, 2014   March 31, 2015   September 30, 2014 
  Cash and
Equivalents
   Other
Assets
   Cash and
Equivalents
   Other
Assets
   Cash and
Equivalents
   Other
Assets
   Cash and
Equivalents
   Other
Assets
 

Overnight repurchase agreements

  $31,881   $—     $26,407   $—     $21,294   $—     $26,407   $—   

Cash on hand—

        

Cash on hand -

        

Restricted

   —      1,000    —      1,000    —      1,000    —      1,000 

Unrestricted

   17,635    —      16,640    —      21,425    —      16,640    —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $49,516   $1,000   $43,047   $1,000 $42,719 $1,000 $43,047 $1,000 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(f)Recent Accounting Pronouncements –

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09,Revenue from Contracts with Customers, which supersedes and replaces nearly all currently-existing U.S. GAAP revenue recognition guidance including related disclosure requirements. This guidance will be effective for the Company beginning October 1, 2017. The Company has not yet completed its assessment of the impact that adoption of this guidance will have on its financial statements.

In November 2014, the FASB issued ASU No. 2014-17,Pushdown Accounting, which provides companies with the option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The election to apply pushdown accounting can be made either in the period in which the change of control occurred or in a subsequent period. This guidance, which was effective as of November 18, 2014, has had no impact on the Company’s consolidated results of operations, cash flows or financial position.

Issued but not yet effective accounting pronouncements are not expected to have a material impact on the Condensed Consolidated Financial Statements.

 

(g)Reclassifications –

Certain reclassifications have been made to the prior fiscal period financial statements to conform to the current fiscal period presentation. Such reclassifications had no impact on net earnings or shareholders’ equity.

 

Page 9


3.Inventories

Inventories are comprised of the following:

 

  December 31,
2014
   September 30,
2014
   March 31,
2015
   September 30,
2014
 

Raw materials

  $7,060   $5,674   $7,005   $5,674 

Work-in-process

   9,770    10,591    9,302    10,591 

Finished goods—illumigene instruments

   1,459    1,710 

Finished goods—kits and reagents

   16,139    17,520 

Finished goods -illumigene instruments

   1,337    1,710 

Finished goods - kits and reagents

   15,399    17,520 
  

 

   

 

   

 

   

 

 

Total

  $34,428   $35,495 $33,043 $35,495 
  

 

   

 

   

 

   

 

 

 

Page 9


4.Reportable Segment and Major Customers Information

Meridian was formed in 1976 and functions as a fully-integrated research, development, manufacturing, marketing and sales organization with primary emphasis in the fields of in vitro diagnostics and life science. Our principal businesses are (i) the development, manufacture and distribution of diagnostic test kits primarily for gastrointestinal, viral, respiratory and parasitic infectious diseases; 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, and the contract development and manufacture of proteins and other biologicals for use by biopharmaceutical and biotechnology companies engaged in research for new drugs and vaccines.

Our reportable segments are Diagnostics and Life Science. The Diagnostics segment isScience, both of which are headquartered in Cincinnati, Ohio, which also serves as the Diagnostics segment’s base of manufacturing operations and research and development. The Diagnostics segment has sales and distribution facilities in the United States, Europe and Australia. 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 and business development offices in Singapore and Beijing, China to further pursue growing revenue opportunities in Asia. The Life Science segment also includes the contract development and manufacture of cGMP clinical grade proteins and other biologicals for use by biopharmaceutical and biotechnology companies engaged in research for new drugs and vaccines.

Amounts due from two Diagnostics distributor customers accounted for 17%20% and 15% of consolidated accounts receivable at DecemberMarch 31, 20142015 and September 30, 2014, respectively. Revenues from these two distributor customers accounted for 41%32% and 38%35% of the Diagnostics segment third-party revenues during the three months ended DecemberMarch 31, 2015 and 2014, respectively, and 2013, respectively.36% during each of the six months ended March 31, 2015 and 2014. These distributors represented 24% and 26% of consolidated revenues for the fiscal 2015 and 2014 second quarters, respectively, and 27% for each of the respective year-to-date six month periods. In addition, approximately $2,100 and $2,700 of our consolidated accounts receivable at DecemberMarch 31, 20142015 and September 30, 2014, respectively, was due from Italian hospital customers whose funding ultimately comes from the Italian government, representing 9%7% and 12% of consolidated accounts receivable in each of the respective periods.

Within our Life Science segment, two diagnostic manufacturing customers accounted for 18%16% and 10%23% of the segment’s third-party revenues during the three months ended DecemberMarch 31, 2015 and 2014, respectively, and 2013, respectively.17% during each of the six months ended March 31, 2015 and 2014.

 

Page 10


Segment information for the interim periods is as follows:

 

  Diagnostics   Life Science   Eliminations(1) Total   Diagnostics   Life Science   Eliminations(1)   Total 

Three Months Ended December 31, 2014

  

Net revenues—

       

Three Months Ended March 31, 2015

        

Net revenues -

        

Third-party

  $36,586   $11,427   $—    $48,013   $38,662   $12,883   $—     $51,545 

Inter-segment

   104    297    (401  —      84    226    (310   —   

Operating income

   9,927    2,846    (104 12,669    11,951    3,728    53    15,732 

Goodwill (December 31, 2014)

   1,250    21,388    —    22,638 

Other intangible assets, net (December 31, 2014)

   2,649    4,510    —    7,159 

Total assets (December 31, 2014)

   110,922    66,892    (376 177,438 

Three Months Ended December 31, 2013

       

Net revenues—

       

Goodwill (March 31, 2015)

   1,250    20,840    —      22,090 

Other intangible assets, net (March 31, 2015)

   2,542    4,049    —      6,591 

Total assets (March 31, 2015)

   115,470    63,116    (274   178,312 

Three Months Ended March 31, 2014

        

Net revenues -

        

Third-party

  $34,837   $9,957   $—    $44,794   $37,061   $13,073   $—     $50,134 

Inter-segment

   109    259    (368  —      154    225    (379   —   

Operating income

   9,384    2,261    (19 11,626    12,301    3,306    59    15,666 

Goodwill (September 30, 2014)

   1,250    21,943    —    23,193    1,250    21,943    —      23,193 

Other intangible assets, net (September 30, 2014)

   2,756    5,057    —    7,813    2,756    5,057    —      7,813 

Total assets (September 30, 2014)

   109,350    67,834    (255 176,929    109,350    67,834    (255   176,929 

Six Months Ended March 31, 2015

        

Net revenues -

        

Third-party

  $75,248   $24,310   $—     $99,558 

Inter-segment

   189    522    (711   —   

Operating income

   21,878    6,574    (51   28,401 

Six Months Ended March 31, 2014

        

Net revenues -

        

Third-party

  $71,898   $23,030   $—     $94,928 

Inter-segment

   263    484    (747   —   

Operating income

   21,685    5,567    40    27,292 

 

(1)Eliminations consist of inter-segment transactions.

Transactions between segments are accounted for at established intercompany prices for internal and management purposes, with all intercompany amounts eliminated in consolidation.

 

Page 11


5.Intangible Assets

A summary of our acquired intangible assets subject to amortization, as of DecemberMarch 31, 20142015 and September 30, 2014 is as follows:

 

  March 31, 2015   September 30, 2014 
  December 31, 2014   September 30, 2014   Gross
Carrying
Value
   Accumulated
Amortization
   Gross
Carrying
Value
   Accumulated
Amortization
 
  Gross
Carrying
Value
   Accumulated
Amortization
   Gross
Carrying
Value
   Accumulated
Amortization
 

Manufacturing technologies, core products and cell lines

  $11,617   $10,626   $11,685   $10,568   $11,550   $10,677   $11,685   $10,568 

Trademarks, licenses and patents

   6,357    2,870    6,463    2,766    6,280    2,969    6,463    2,766 

Customer lists and supply agreements

   12,198    9,517    12,378    9,379    12,020    9,613    12,378    9,379 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  $30,172   $23,013   $30,526   $22,713 $29,850 $23,259 $30,526 $22,713 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The actual aggregate amortization expense for these intangible assets was $469$431 and $526$516 for the three months ended DecemberMarch 31, 2015 and 2014, respectively, and 2013,$900 and $1,042 for the six months ended March 31, 2015 and 2014, respectively. The estimated aggregate amortization expense for these intangible assets for each of the fiscal years through fiscal 2020 is as follows: remainder of fiscal 2015 – $1,233,$766, fiscal 2016 – $1,360,$1,326, fiscal 2017 – $1,135,$1,110, fiscal 2018 – $1,114,$1,090, fiscal 2019 – $1,074$1,049 and fiscal 2020 – $898.$877.

Page 11


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Refer to “Forward Looking Statements” following the Table of Contents in front of this Form 10-Q. In the discussion that follows, all dollar amounts are in thousands (both tables and text), except per share data.

Following is a discussion and analysis of the financial statements and other statistical data that management believes will enhance the understanding of Meridian’s financial condition, changes in financial condition and results of operations. This discussion should be read in conjunction with the financial statements and notes thereto beginning on page 1.

ResultsRESULTS OF OPERATIONS

Quarterly Highlights

As more fully detailed below, the second quarter of Operationsfiscal 2015 was highlighted by our Diagnostics segment’s launch of four new products outside of the U.S. and our Life Science segment’s continued successful expansion into China and launch of five new RNA tests. The Diagnostics products launched during the quarter include tests for two additional diseases to be performed on ourillumigene®molecular testing platform (Chlamydia trachomatis andNeisseria gonorrhea) and two new immunoassay products to test forStreptococcus pneumoniae (S. pneumo) andH. pylori – TRU STREP PNEUMOTM and ImmunoCard STAT!® HpSA HD, respectively. During the second quarter of fiscal 2015, our Life Science segment’s revenue from sales of immunoassay component products into China increased to approximately $500 compared to less than $50 in the fiscal 2014 second quarter.

Three Months Ended March 31, 2015

Net earnings for the firstsecond quarter of fiscal 2015 increased 6%decreased 2% to $7,901,$10,070, or $0.19$0.24 per diluted share, from net earnings for the firstsecond quarter of fiscal 2014 of $7,426,$10,300, or $0.18$0.24 per diluted share. This decrease reflects the combined effects of increased revenues, slightly increased gross profit margins and increased operating expenses. Consolidated revenues increased 3% to $51,545 for the second quarter of fiscal 2015 compared to the same period of the prior year, increasing 6% on a constant-currency basis.

Page 12


Included within the second quarter 2015 results were revenues from ourillumigene®molecular platform of products totaling $10,192, representing a 5% increase over the fiscal 2014 second quarter. Also contributing to the increase in consolidated revenues were increased revenues in three of our diagnostic focus product families (H. pylori, foodborne and respiratory). Serving to partially offset these increases were decreased revenues in ourC. difficile focus product family and both of our Life Science segment’s business lines (i.e., molecular component and immunoassay component).

Revenues for the Diagnostics segment for the second quarter of fiscal 2015 increased 4% compared to the second quarter of fiscal 2014 (7% on a constant-currency basis), reflecting the following for each of our focus product families: 7% growth in our respiratory products, 9% growth in ourH. pylori products, 27% growth in our foodborne products, and 10% decline in ourC. difficile products. As it relates to our respiratory products, the growth is substantially driven by our molecular respiratory products (illumigene Group A Strep,illumigene Mycoplasma andillumigene Pertussis products), which were launched into the market over the past two-plus years and represent an increasing percentage of our respiratory product family revenues. With declines in both its molecular component and immunoassay component business, revenues of our Life Science segment decreased by 1% during the second quarter of fiscal 2015 compared to the second quarter of fiscal 2014, increasing 1% on a constant-currency basis.

Six Months Ended March 31, 2015

For the six month period ended March 31, 2015, net earnings increased 1% to $17,971, or $0.43 per diluted share, from net earnings for the comparable fiscal 2014 period of $17,726, or $0.42 per diluted share. This increase reflects the combined effects of increased revenues, decreased gross profit margin percentagesmargins and modestly increased operating expenses. Consolidated revenues increased 7%5% to $48,013$99,558 for the first quartersix months of fiscal 2015 compared to the same period of the prior fiscal year, increasing 8%7% on a constant-currency basis.

Included within the first quarter ofsix month year-to-date fiscal 2015 results were revenues from ourillumigene®molecular platform of products totaling $9,908,$20,100, representing a 16%10% increase over the first six months of fiscal 2014 first quarter.2014. Also contributing to the consolidated revenues increase were increased revenues in three of our diagnostic focus product families (H. pylori, foodborne and respiratory) and both of our Life Science segment’s business lines (i.e., molecular component and immunoassay component). Serving to partially offset these increases were decreased revenues in ourC. difficile focus product family.

RevenuesDuring the first six months of fiscal 2015, revenues for the Diagnostics segment for the first quarter of fiscal 2015 increased 5% compared tofrom the first quarter ofcomparable fiscal 2014 increasing 6%period (7% on a constant-currency basis andbasis), reflecting the following for each of our focus product families: 5% growth in our foodborne products, 12%10% growth in ourH. pylori products, 31%16% growth in our foodborne products, 18% growth in our respiratory products, and 11% decline in ourC. difficile products. As it relates to our respiratory products, the growth is substantially driven by our molecular respiratory products (illumigene Group A Strep,illumigene Mycoplasma andillumigene Pertussis products), which were launched into the market over the past two-plus years and represent an ever-increasingincreasing percentage of our respiratory product family revenues. With growth in both its molecular component and immunoassay component business, revenues of our Life Science segment increased by 15%6% during the first quarter of fiscalsix months ended March 31, 2015 compared toover the first quarter ofcomparable fiscal 2014 period, increasing 16%8% on a constant-currency basis.

REVENUE OVERVIEW

Below are analyses of the Company’s revenue, provided for each of the following:

-

By Reportable Segment & Geographic Region

-

By Product Platform/Type

-

By Disease Family (Diagnostics only)

Revenue Overview- By Reportable Segment & Geographic Region

Our reportable segments are Diagnostics and Life Science. The Diagnostics segment consists of manufacturing operations in Cincinnati, Ohio, and the sale and distribution of diagnostic test kits in the countries comprising North, Central and South America (the “Americas”); Europe, Middle East and Africa (“EMEA”); and other countries outside of

Page 13


the Americas and EMEA (rest of the world, or “ROW”). 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 a sales and business development location in Singapore. Additionally, in order to further pursue growing revenue opportunities in Asia, and China in particular, our Life Science segment has opened a business development office in Beijing, China. The Life Science segment also includes the contract development and manufacture of cGMP clinical grade proteins and other biologicals for use by biopharmaceutical and biotechnology companies engaged in research for new drugs and vaccines.

Page 12


Revenues for the Diagnostics segment, in the normal course of business, may be affected from quarter to quarter by buying patterns of major distributors, seasonality and strength of certain diseases, and foreign currency exchange rates. Revenues for the Life Science segment, in the normal course of business, may be affected from quarter to quarter by the timing and nature of arrangements for contract services work, which may have longer production cycles than bioresearch reagents and bulk antigens and antibodies, as well as buying patterns of major customers, and foreign currency exchange rates. We believe that the overall breadth of our product lines serves to reduce the variability in consolidated revenues due to these factors.

 

  Three Months Ended December 31,   Three Months Ended March 31, Six Months Ended March 31, 
  2014 2013 Inc (Dec)   2015 2014 Inc (Dec) 2015 2014 Inc (Dec) 

Diagnostics—

    

Diagnostics-

       

Americas

  $30,913  $28,261  9  $32,179  $30,312  6 $63,092  $58,573  8

EMEA

   5,003  5,373  (7)%    5,530  5,952  (7)%  10,533  11,325  (7)% 

ROW

   670  1,203  (44)%    953  797  20 1,623  2,000  (19)% 
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total Diagnostics

 36,586  34,837  5 38,662  37,061  4 75,248  71,898  5
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Life Science—

Life Science-

Americas

 5,299  4,313  23 5,910  5,102  16 11,209  9,415  19

EMEA

 3,758  3,810  (1)%  5,002  6,199  (19)%  8,760  10,009  (12)% 

ROW

 2,370  1,834  29 1,971  1,772  11 4,341  3,606  20
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total Life Science

 11,427  9,957  15 12,883  13,073  (1)%  24,310  23,030  6
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Consolidated

$48,013 $44,794  7$51,545 $50,134  3$99,558 $94,928  5
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

% of total revenues—

% of total revenues-

Diagnostics

 76 78 75 74 76 76

Life Science

 24 22 25 26 24 24
  

 

  

 

    

 

  

 

   

 

  

 

  

Total

 100 100 100 100 100 100
  

 

  

 

    

 

  

 

   

 

  

 

  

Ex-Americas

 25 27 26 29 25 28
  

 

  

 

    

 

  

 

   

 

  

 

  

Revenue Overview- By Product Platform/Type

The revenues generated by each of our reportable segments result primarily from the sale of the following segment-specific categories of products:

Diagnostics

 

 1)Molecular tests that operate on ourillumigene platform

 

 2)Immunoassay tests

Life Science

 

 1)Molecular components

 

 2)Immunoassay components

 

Page 1314


Revenues for each product platform/type, as well as its relative percentage of segment revenue, are shown below.

 

  Three Months Ended December 31,   Three Months Ended March 31, Six Months Ended March 31, 
  2014 2013 Inc (Dec)   2015 2014 Inc (Dec) 2015 2014 Inc (Dec) 

Diagnostics—

    

Diagnostics-

       

Molecular

  $9,908  $8,550  16  $10,192  $9,737  5 $20,100  $18,287  10

Immunoassay

   26,678  26,287  1   28,470  27,324  4 55,148  53,611  3
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total Diagnostics

$36,586 $34,837  5$38,662 $37,061  4$75,248 $71,898  5
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Life Science—

Life Science-

Molecular components

$5,012 $4,870  3$4,893 $5,023  (3)% $9,905 $9,893  —  

Immunoassay components

 6,415  5,087  26 7,990  8,050  (1)%  14,405  13,137  10
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total Life Science

$11,427 $9,957  15$12,883 $13,073  (1)% $24,310 $23,030  6
  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

% of Diagnostics revenues—

% of Diagnostics revenues-

Molecular

 27 25 26 26 27 25

Immunoassay

 73 75 74 74 73 75
  

 

  

 

    

 

  

 

   

 

  

 

  

Total Diagnostics

 100 100 100 100 100 100
  

 

  

 

    

 

  

 

   

 

  

 

  

% of Life Science revenues—

% of Life Science revenues-

Molecular components

 44 49 38 38 41 43

Immunoassay components

 56 51 62 62 59 57
  

 

  

 

    

 

  

 

   

 

  

 

  

Total Life Science

 100 100 100 100 100 100
  

 

  

 

    

 

  

 

   

 

  

 

  

Following is a discussion of the revenues generated by each of these product platforms/types:

Diagnostics Products

illumigene Molecular Platform Products

WeFollowing our launch outside the U.S. ofillumigene® Chlamydia trachomatis andillumigene® Neisseria gonorrhea during the second quarter of fiscal 2015, we now have nearly 1,370just over 1,400 customer account placements. Of these account placements, approximately 1,2001,240 accounts have completed evaluations and validations and are regularly purchasing product, with the balance of our account placements being in some stage of product evaluation and/or validation. Of our account placements, we have overapproximately 400 accounts that are regularly purchasing, evaluating and/or validating two or more assays.

We continue to invest in new product development for our molecular testing platform,illumigene. This platform now has fiveseven commercialized tests, with threeone additional teststest expected to be available for sale in fiscal 2015:

 

 1.illumigene® C. difficile – commercialized in August 2010

 2.illumigene® Group BStreptococcus (Group B Strep or GBS) – commercialized in December 2011

 3.illumigene® Group AStreptococcus (Group A Strep) – commercialized in September 2012

 4.illumigene® Mycoplasma (M. pneumonia;walking pneumonia) – commercialized in June 2013

 5.illumigene®Bordetella pertussis (whooping cough) – commercialized in March 2014

 6.illumigene®Chlamydia trachomatisexpected fiscal 2015 (launchcommercialized outside of U.S.) in February 2015

 7.illumigene®Neisseria gonorrheaexpected fiscal 2015 (launchcommercialized outside of U.S.) in February 2015

 8.illumigene® Herpes Simplex Virus I & II – expected fiscal 2015

Additionalillumigene tests in early-stage research and development include foodborne pathogens such asCampylobacter jejuni, and bloodborne pathogens such as the causative agents for malaria.

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We believe that the diagnostic testing market is continuing to move away from culture and immunoassay testing to molecular testing for diseases where there is a favorable cost/benefit position for the total cost of health care. While this market is competitive, with molecular companies such as Cepheid and Becton Dickinson and more recent

Page 14


entrants such as Quidel, Great Basin, Nanosphere, and others, we believe we are well positioned to capitalize on the migration to molecular testing. Our simple, easy-to-use,illumigene platform, with its expanding menu, requires no expensive equipment purchase and little to no maintenance cost. We believe these features, along with its small footprint and the performance of theillumigene assays, makeillumigene an attractive molecular platform to any size hospital or physician office laboratory.laboratory that runs moderately-complex tests.

Immunoassay Products

Revenues fromHaving launched our TRU STREP PNEUMOTM and ImmunoCard STAT!® HpSA HD products outside the U.S. during the second quarter of fiscal 2015, our Diagnostics segment’s revenues from immunoassay products increased 1% in4% for the first quarter of fiscal 2015.and increased 3% on a six month, year-to-date basis. As described in the product discussiondiscussions below, this minimal revenue growth resultsthe quarterly and year-to-date increases both result primarily from the revenue growth inof our foodborne andH. pylori, foodborne and respiratory products, substantiallypartially offset by the decline in revenues from the immunoassay products within ourC. difficile and respiratory product families.products.

Life Science Products

During the firstsecond quarter of fiscal 2015, revenues from our Life Science segment increased 15%decreased 1%, with revenues from molecular component sales decreasing 3% from the comparable fiscal 2014 quarter and revenues from immunoassay component sales decreasing 1%. For the first six months of fiscal 2015, revenues from our Life Science segment increased 6%, with revenues from molecular component sales increasing less than 1% over the comparable prior year period and revenues from immunoassay component sales increasing 3% and 26%, respectively, over the comparable fiscal 2014 quarter.10%. Our molecular component business’ growth was negatively impacted by the movement in currency exchange rates since the 2014 firstsecond quarter, with revenues increasing 5% and 6% on a constant-currency basis for the ordering patternsquarterly and year-to-date periods, respectively. The revenue level of industrial customers, as such customers become an increasing percentage of the molecular component business; while our immunoassay component business experiencedfaced a difficult prior year comparison (i.e., in excessfiscal 2014, certain shipments were delayed and shifted from the first quarter to the second quarter). The effects of a 150% increase inthe timing of these prior year shipments were partially offset by the sales into China.China of approximately $500 for the quarter (approximately $1,100 for the year-to-date period).

DiagnosticsDiagnostic Revenue Overview- By Disease Family

Revenues from our focus families (C. difficile, foodborne,H. pylori, and respiratory) comprised 74% and 73% of our Diagnostics segment’s revenuesrevenue during the second quarter and first quartersix months of fiscal 2015, and 73% for both of the comparable fiscal 2014 respectively.periods. Following is a discussion of the revenues generated by each product family:

C. difficile Products

During the fiscal 2015 first quarter, revenuesRevenues for ourC. difficile product family decreased 10% to $8,200 for the fiscal 2015 second quarter, and decreased 11% to $7,600$15,800 for the six month, year-to-date period. This decrease reflects the combined effects of revenue from newillumigene customers, the first quarterloss of several largerillumigenecustomers in fiscal 2014 asand reduced revenues from our immunoassay products, which now represent less than 25% of this product category. TheC. difficile test market continues to be highly competitive, with over 10 suppliers in the United States. CertainStates, certain of these supplierswhich choose to compete solely on price. We believe that twothe following factors will help us respond to these challenging market conditions. First,conditions: (i) our marketing programs emphasize that we are the only company that can offer a full range of high performing, FDA cleared,C. difficile testing formats, including toxin, GDH and molecular tests. Second,tests; (ii) ourillumigene molecular platform, with its expanding differentiated menu, affords both an opportunity to grow the platform utilization within the hospital, as well as protect against competitive threats; and (iii) ourillumigene molecular platform requires no expensive equipment purchase or maintenance contract, which we believe makes it an attractive and affordable option for any size hospital.

Foodborne Products

Revenues fromfor our foodborne products (EnterohemorrhagicE. coli(EHEC)(“EHEC”) andCampylobacter), all of which are immunoassay products, totaled $6,000$6,900 during the first quarter of fiscal 2015 second quarter, a 5%27% increase from the fiscal 2014 second quarter. During the six months ended March 31, 2015, foodborne revenues totaled $12,800, a 16% increase from the fiscal 2014 year-to-date period. These quarterly and year-to-date increases reflect the positive effects of a large distributor order made in connection with our inside and field sales programs designed to protect and expand upon our current customer base through the addition of new customers adopting rapid tests and competitive

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takeaways. Excluding the effects of this order, fiscal 2015 second quarter and first quarter.six month revenues increased 17% and 11%, respectively, over the comparable fiscal 2014 periods. We are continuing to re-emphasize the benefits of increased sensitivity and faster turnaround time versus culture methods in our marketing programs. The primary competition for our foodborne products is laboratory culture methods and an immunoassay shiga toxin test from one of our competitors. We believe that our test offers better workflow, less hands-on time and quicker results, in addition to being fully compliant with CDC-recommended testing methods.

H. pylori Products

During the second quarter of fiscal 2015, first quarter, revenues from ourH. pylori products, all of which are immunoassay products, increased 12%grew 9% to $7,300. This increase continues$7,700. These revenues grew 10% to $15,000 during the first six months of fiscal 2015. These increases continue to reflect the benefits of our partnerships with managed care companies in promoting (i) the health and economic benefits of a test and treat strategy,strategy; (ii) changes in policies that discourage the use of traditional serology methods and promote the ongoing effectsutilization of such strategyactive infection testing methods; and (iii) moving physician behavior away from serology-based testing and toward direct antigen testing. A significant amount of theH. pylori product revenues are from sales to reference labs, whose buying patterns may not be consistent period to period.

The patents for ourH. pylori products are owned by us and expire in 2016 in the U.S. and in 2017 in countries outside the U.S. We expect competition with respect to ourH. pylori products to increase upon the expiration of these patents in 2016 and 2017 as we currently market the only FDA-cleared test to detectH. pylori antigen in stool samples. Such competition may have an adverse impact on our selling prices for these products, or our ability to retain business at prices acceptable to us, and consequently, adversely affect our future results of operations and liquidity, including revenues and gross profit. In order to mitigate any loss in revenues upon patent expiration, among other things, we are researching and experimenting with new products (e.g., detection ofH. pylori in samples other than stool and detection ofH. pylori on molecular platforms). We are unable to provide any assurances that we will be successful with any mitigation strategy or that any mitigation strategy will prevent an adverse effect on our future results of operations and liquidity, including revenues and gross profit.

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Respiratory Products

Total respiratory revenues forfrom our Diagnostics segment increased 31%7% to $6,200$5,800 during the first quarter of fiscal 2015.2015 second quarter; and increased 18% to $12,000 for the six month year-to-date period. Our molecular respiratory products (illumigene Group A Strep,illumigene Mycoplasma andillumigene Pertussis products), which were launched into the market over the past two-plus years, experienced in excess of 200%94% and 149% growth during the firstsecond quarter of fiscal 2015.2015 and the six months ended March 31, 2015, respectively. Serving to partially offset this increase was a 6% declinethese increases were declines in our immunoassay respiratory products of 15% and 11% for the quarterly and six month year-to-date periods, respectively, reflecting both the decline in revenues from sales of such products in Japan due to continuing issues related to our Japanese distributor having been acquired last year.year and lower influenza sales.

Foreign Currency

During the firstsecond quarter of fiscal 2015, currency exchange rates had a $600$1,400 unfavorable impact on revenues; $400revenue; $1,000 unfavorable within the Diagnostics segment and $200$400 unfavorable within the Life Science segment. On a six month year-to-date basis, currency exchange rates had a $2,000 unfavorable impact on revenue; $1,400 unfavorable within the Diagnostics segment and $600 unfavorable within the Life Science segment.

Significant Customers

Two U.S. distributors accounted for 41%32% and 38%35% of our Diagnostics segment’s total revenues for the firstsecond quarter of fiscal 2015 and 2014, respectively, and 36% during each of the six months ended March 31, 2015 and 2014, respectively. These revenuesdistributors represented 31%24% and 29%26% of consolidated revenues for the fiscal 2015 and 2014 firstsecond quarters, respectively.respectively, and 27% for each of the respective year-to-date six month periods.

Within our Life Science segment, two diagnostic manufacturing customers accounted for 18%16% and 10%23% of the segment’s total revenues for the firstsecond quarter of fiscal 2015 and 2014, respectively.

Medical Device Tax

On January 1, 2013, the medical device tax established as partrespectively, and 17% during each of the U.S. health care reform legislation became effective, and as a result, the Company made its first required tax deposit near the end of January 2013. During the first quarter of fiscalsix months ended March 31, 2015 and fiscal 2014, the Company recorded approximately $500 and $400, respectively, of medical device tax expense, which is reflected as a component of cost of sales in the accompanying Condensed Consolidated Statements of Operations.respectively.

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Gross Profit

 

   Three Months Ended December 31, 
   2014  2013  Change 

Gross Profit

  $29,237  $28,007   4

Gross Profit Margin

   61  63  -2 points  

The overall gross profit margin decrease for the three months ended December 31, 2014 primarily results from the combined effects of (i) mix of revenues from the Company’s segments; (ii) mix of products sold; and (iii) unfavorable manufacturing facility overhead absorption. Due to our growingillumigene platform, we have invested approximately $4,000 in new molecular manufacturing facilities, which will provide additional manufacturing capacity, as well as improved manufacturing efficiency and quality. We believe that we will begin to realize these efficiencies late in fiscal 2015.

   Three Months Ended March 31,  Six Months Ended March 31, 
   2015  2014  Change  2015  2014  Change 

Gross Profit

  $32,521  $31,593   3 $61,758  $59,600   4

Gross Profit Margin

   63  63  None    62  63  -1 point  

Our overall operations consist of the sale of diagnostic test kits for various disease states and in alternative test formats, as well as bioresearch reagents, bulk antigens and antibodies, PCR/qPCR reagents, nucleotides, competent cells, proficiency panels, and contract research and development, and contract manufacturing services. Product revenue mix shifts, in the normal course of business, can cause the consolidated gross profit margin to fluctuate by several points.

Due to our growingillumigene platform, we have invested approximately $4,000 in new molecular manufacturing facilities, which will provide additional manufacturing capacity, as well as improved manufacturing efficiency and quality. We believe that we will begin to realize these efficiencies late in fiscal 2015.

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Operating Expenses

 

 
  Changes for the
Three Months Ended December 31, 2014
   Three Months Ended March 31, 2015 
  Research &
Development
 Selling &
Marketing
 General &
Administrative
 Total Operating
Expenses
   Research &
Development
 Selling &
Marketing
 General &
Administrative
 Total Operating
Expenses
 

2014 Expenses

  $2,853  $5,978  $7,550  $16,381   $3,186  $6,461  $6,280  $15,927  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

% of Revenues

 6 13 17 37 6 13 13 32

Fiscal 2015 Increases (Decreases):

Diagnostics

 181  120  15  316  4  178  874  1,056 

Life Science

 69  (18 (180 (129 178  (158 (214 (194
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

2015 Expenses

$3,103 $6,080 $7,385 $16,568 $3,368 $6,481 $6,940 $16,789  
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

% of Revenues

 6 13 15 35 7 13 13 33

% Increase (Decrease)

 9 2 (2)%  1 6 —   11 5

   Six Months Ended March 31, 2015 
   Research &
Development
  Selling &
Marketing
  General &
Administrative
  Total Operating
Expenses
 

2014 Expenses

  $6,039  $12,538  $13,731  $32,308  
  

 

 

  

 

 

  

 

 

  

 

 

 

% of Revenues

 6 13 14 34

Fiscal 2015 Increases (Decreases):

Diagnostics

 185  298  889  1,372 

Life Science

 247  (275 (295 (323
  

 

 

  

 

 

  

 

 

  

 

 

 

2015 Expenses

$6,471 $12,561 $14,325 $33,357  
  

 

 

  

 

 

  

 

 

  

 

 

 

% of Revenues

 6 13 14 34

% Increase (Decrease)

 7 —   4 3

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Overall, total operating expenses increased slightly during both the second quarter and first quartersix months of fiscal 2015 relative to the comparable prior fiscal year quarter, while decreasingperiods, increasing slightly as a percentage of quarterly consolidated revenues and remaining relatively flat as a percentage of year-to-date consolidated revenues. The increase resultsThese levels of operating expenses result in large part from the combined effects of our (i) ongoing efforts to control spending in each of our segments while investing the necessary resources in our strategic areas of growth, including increased investment in Research & Development for our molecular platform products and increased investment inis Sales and Marketing personnel and programs; and (ii) overall increased incentive compensation expense in lightcompensation-related expenses; and (iii) favorable effects of the corporate-wide operating profit levels.currency rates.

Operating expenses for the Diagnostics segment increased $316$1,056 for the firstsecond quarter of fiscal 2015 compared to the fiscal 2014 second quarter, and in the first quarter.six months of fiscal 2015, increased $1,372 over the comparable prior year period. These overall Diagnostics segment increases result largely from the combined effects of the following:

Research & Development

Overall increase in spending on new product development activities (during the six month period), related primarily to the previously noted products for ourillumigene molecular platform, as well as immunoassay products in development.

Selling & Marketing

Increased personnel costs resulting from increased Sales and Marketing headcount, and increased sales commission expenses on increased revenues.

General & Administrative

An increase in bonus and profit sharing expense as a result of the previously noted year-to-date increaseincreases in corporate-wide operating profits, substantiallypartially offset by a decrease in stock-based compensation resulting in large part from the decline in our stock price relative to the fiscal 2014 first quarter.periods. In addition to these compensation-related factors, legal spending increased over the prior year related largely to a foreign distributor matter.

Operating Income

Operating income increased 9%less than 1% to $12,669$15,732 for the second quarter of fiscal 2015, and increased 4% to $28,401 for the first quartersix months of fiscal 2015, as a result of the factors discussed above.

Income Taxes

The effective rate for income taxes remained stable at 35% for both the second quarter and first quarterssix months of fiscal 2015, andincreasing slightly from the 34% effective rate in each of the comparable fiscal 2014.2014 periods. For the fiscal year ending September 30, 2015, we expect the effective tax rate to approximate 34%-35%.

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In September 2013, the Internal Revenue Service issued Treasury Decision 9636, which enacted final tax regulations regarding the capitalization and expensing of amounts paid to acquire, produce, or improve tangible property. The regulations also include guidance regarding the retirement of depreciable property. The regulations are required to be effective in taxable years beginning on or after January 1, 2014, although taxpayers may choose to apply them in taxable years beginning on or after January 1, 2012. Our adoption of these regulations on October 1, 2014 did not have a significant impact on the Company’s consolidated results of operations, cash flows or financial position.

Liquidity and Capital Resources

Comparative Cash Flow Analysis

Our cash flow and financing requirements are determined by analyses of operating and capital spending budgets, consideration of acquisition plans, and consideration of common share dividends. We have historically maintained a credit facility to augment working capital requirements and to respond quickly to acquisition opportunities. Our investment portfolio presently consists of overnight repurchase agreements.

We have an investment policy that guides the holdings of our investment portfolio. Our objectives in managing the investment portfolio are to (i) preserve capital; (ii) provide sufficient liquidity to meet working capital requirements and fund strategic objectives such as acquisitions; and (iii) capture a market rate of return commensurate with market conditions and our policy’s investment eligibility criteria. As we look forward, we will continue to manage the holdings of our investment portfolio with preservation of capital being the primary objective.

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We do not expect current conditions in the financial markets, or overall economic conditions, to have a significant impact on our liquidity needs, financial condition, or results of operations, although no assurances can be made in this regard. We intend to continue to fund our working capital requirements and dividends from current cash flows from operating activities and cash on hand. If needed, we also have an additional source of liquidity through our $30,000 bank credit facility.facility, which has been renewed through April 21, 2018. Approximately $2,100 of our consolidated accounts receivable at DecemberMarch 31, 20142015 is due from Italian hospital customers whose funding ultimately comes from the Italian government, which is down from approximately $2,700 at September 30, 2014. Our liquidity needs may change if overall economic conditions worsen and/or liquidity and credit within the financial markets tightens for an extended period of time, and such conditions impact the collectibility of our customer accounts receivable or impact credit terms with our vendors, or disrupt the supply of raw materials and services.

Net cash provided by operating activities increased 72%totaled $20,031 for the first quartersix months of fiscal 2015, to $16,085,a 48% increase over the $13,556 provided during the first six months of fiscal 2014. While reflecting the 6% increase in net earnings, along with the effects of the payment of incentive bonus payments related to fiscal 2013 made in the first quarter of fiscal 2014, the timing of federal income tax payments, and the timing of payments from and to customers and suppliers, respectively.respectively, this $6,475 increase primarily results from approximately $5,500 of incentive bonus payments related to fiscal 2013 being made in the first quarter of fiscal 2014, with no such payments having been made during the fiscal 2015 year-to-date period. Net cash flows from operating activities and cash on hand are anticipated to be adequate to fund working capital requirements, capital expenditures and dividends during the next 12 months.

Capital Resources

We have a $30,000 credit facility with a commercial bank that expires on September 15, 2015.April 21, 2018. As of January 31,April 30, 2015, there were no borrowings outstanding on this facility and we had 100% borrowing capacity available to us. We have had no borrowings outstanding under this facility during the first threesix months of fiscal 2015 or during the full year of fiscal 2014.

Our capital expenditures are estimated to be approximately $4,000 for fiscal 2015, with the actual amount depending upon actual operating results and the phasing of certain projects. Such expenditures may be funded with cash and equivalents on hand, operating cash flows, and/or availability under the $30,000 credit facility discussed above.

We do not utilize any special-purpose financing vehicles or have any undisclosed off-balance sheet arrangements.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company’s exposure to market risk since September 30, 2014.

ITEM 4. CONTROLS AND PROCEDURES

ITEM 4.CONTROLS AND PROCEDURES

As of DecemberMarch 31, 2014,2015, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) and 15d-15(b) promulgated under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of DecemberMarch 31, 2014.2015. There have been no changes in our internal control over financial reporting identified in connection with the evaluation of internal control that occurred during the firstsecond fiscal quarter that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting, or in other factors that could materially affect internal control subsequent to DecemberMarch 31, 2014.2015.

PART II. OTHER INFORMATION

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PART II.OTHER INFORMATION

ITEM 1A.RISK FACTORS

ITEM 1A. RISK FACTORS

There have been no material changes fromThe following information regarding factors that could affect the Company’s results of operations, financial condition and liquidity is being expanded in the risk factors as previously discloseddiscussion provided under Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014:

We may face increased competition upon expiration of ourH. pyloripatents in 2016 and 2017.

Our patents related to ourH. pylori products expire in 2016 in the Registrant’s Form 10-KU.S. and in response2017 in countries outside the U.S. Revenues from ourH. pylori products were $15,000 during the first six months of fiscal 2015. We expect competition with respect to Item 1AourH. pylori products to Part Iincrease upon the expiration of Form 10-K.these patents in 2016 and 2017 as we currently market the only FDA-cleared test to detectH. pylori antigen in stool samples. Such competition may have an adverse impact on our selling prices for these products or our ability to retain business at prices acceptable to us, and consequently, adversely affect our future results of operations and liquidity, including revenues and gross profit. In order to mitigate any loss in revenues upon patent expiration, among other things, we are researching and experimenting with new products (e.g., detection ofH. pylori in samples other than stool and detection ofH. pylori on molecular platforms). We are unable to provide any assurances that we will be successful with any mitigation strategy or that any mitigation strategy will prevent an adverse effect on our future results of operations and liquidity, including revenues and gross profit.

ITEM 6. EXHIBITS

ITEM 6.EXHIBITS

The following exhibits are being filed or furnished as a part of this Quarterly Report on Form 10-Q.

 

31.1Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
31.2Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
32Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101The following financial information from Meridian Bioscience Inc.’s Quarterly Report on Form 10-Q for the quarter ended DecemberMarch 31, 20142015 filed with the SEC on February 9,May 11, 2015, formatted in XBRL includes: (i) Condensed Consolidated Statements of Operations for the three and six months ended DecemberMarch 31, 20142015 and 2013;2014; (ii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended DecemberMarch 31, 20142015 and 2013;2014; (iii) Condensed Consolidated Statements of Cash Flows for the threesix months ended DecemberMarch 31, 20142015 and 2013;2014; (iv) Condensed Consolidated Balance Sheets as of DecemberMarch 31, 20142015 and September 30, 2014; (v) Condensed Consolidated Statement of Shareholders’ Equity for the threesix months ended DecemberMarch 31, 2014;2015; and (vi) the Notes to Condensed Consolidated Financial Statements

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

MERIDIAN BIOSCIENCE, INC.
Date: February 9, 2015

May 11, 2015

By:

/s/ Melissa A. Lueke

Melissa A. Lueke

Executive Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

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