þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class | Name of each exchange of which registered | |
Common Shares, No Par Value | The NASDAQ Stock Market LLC | |
(NASDAQ Global Select Market) |
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Exhibit 32 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
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Table of Contents
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Number of
% of consolidated sales
Product Family
products
2010
2009
2
13
%
12
%
2
4
%
4
%
8
2
%
2
%
12
19
%
18
%
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Table of Contents
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Table of Contents
CONDITION AND RESULTS OF OPERATIONS
Table of Contents
1.
2.
2010
2009
2008
$
26,647
$
32,759
$
30,202
1,240
$
27,887
$
32,759
$
30,202
$
0.66
$
0.81
$
0.75
0.03
$
0.69
$
0.81
$
0.75
$
0.65
$
0.80
$
0.74
0.03
$
0.68
$
0.80
$
0.74
Table of Contents
Table of Contents
Table of Contents
Table of Contents
2010 vs.
2009 vs.
2009
2008
2010
2009
2008
Inc (Dec)
Inc (Dec)
$
92,020
$
98,970
$
88,419
(7)
%
12
%
24,041
25,870
27,980
(7)
%
(8)
%
26,939
23,434
23,240
15
%
1
%
$
143,000
$
148,274
$
139,639
(4)
%
6
%
$
6,268
$
5,657
$
6,643
11
%
(15)
%
24,041
25,870
27,980
(7)
%
(8)
%
13,082
9,911
9,807
32
%
1
%
$
43,391
$
41,438
$
44,430
5
%
(7)
%
30
%
28
%
32
%
2010 vs.
2009 vs.
2009
2008
2010
2009
2008
Inc (Dec)
Inc (Dec)
$
88,475
$
92,783
$
86,480
(5)
%
7
%
62
%
63
%
62
%
(1)
%
1
%
Table of Contents
General &
Administrative
Research &
Selling &
and Transaction
Total Operating
Development
Marketing
Costs
Expenses
$
6,183
$
18,770
$
17,177
$
42,130
4
%
13
%
12
%
30
%
2,331
930
(732
)
2,529
(321
)
(20
)
(341
)
(86
)
(144
)
(84
)
(314
)
$
8,428
$
19,235
$
16,341
$
44,004
6
%
13
%
11
%
30
%
36
%
2
%
-5
%
4
%
(644
)
(786
)
1,370
(60
)
(205
)
277
72
786
513
2,022
3,321
$
8,570
$
18,757
$
20,010
$
47,337
6
%
13
%
14
%
33
%
2
%
-2
%
22
%
8
%
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Less than
More than
Total
1 Year
1-3 Years
4-5 Years
5 Years
$
2,385
$
935
$
1,396
$
54
$
13,375
13,004
371
725
725
$
16,485
$
14,664
$
1,767
$
54
$
(1)
(2)
(3)
Table of Contents
Table of Contents
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Table of Contents
Table of Contents
41
42
44
45
46
48
49
77
Table of Contents
/s/ Melissa A. Lueke
Melissa A. Lueke
Executive Vice President and
Chief Financial Officer
November 29, 2010
Table of Contents
Table of Contents
Cincinnati, Ohio
November 29, 2010
Table of Contents
For the Year Ended September 30,
2010
2009
2008
$
143,000
$
148,274
$
139,639
54,525
55,491
53,159
88,475
92,783
86,480
8,570
8,428
6,183
18,757
19,235
18,770
18,770
16,341
17,177
1,240
47,337
44,004
42,130
41,138
48,779
44,350
124
456
1,533
138
88
109
262
544
1,642
41,400
49,323
45,992
14,753
16,564
15,790
$
26,647
$
32,759
$
30,202
$
0.66
$
0.81
$
0.75
$
0.65
$
0.80
$
0.74
40,515
40,390
40,093
634
720
936
41,149
41,110
41,029
$
0.74
$
0.65
$
0.53
217
138
67
Table of Contents
For the Year Ended September 30,
2010
2009
2008
$
26,647
$
32,759
$
30,202
3,104
2,781
2,857
1,581
1,579
1,612
1,866
1,092
1,772
12
(500
)
976
26
109
9
3,678
(5,353
)
(5,147
)
(5,775
)
269
(2,967
)
74
(244
)
569
31,213
32,492
29,883
(7
)
(157
)
(4,563
)
(3,643
)
(4,219
)
5
4
(7,750
)
7,275
475
(20,404
)
(120
)
(110
)
(1,108
)
(17,812
)
(3,280
)
(13,230
)
(29,985
)
(26,260
)
(21,256
)
795
1,624
4,563
(29,190
)
(24,636
)
(16,693
)
(362
)
157
(63
)
(16,151
)
4,733
(103
)
54,030
49,297
49,400
$
37,879
$
54,030
$
49,297
$
16,036
$
17,472
$
15,365
Table of Contents
Meridian Bioscience, Inc. and Subsidiaries
As of September 30,
2010
2009
$
37,879
$
54,030
7,285
22,064
26,981
27,965
23,284
4,277
3,632
1,835
1,935
94,020
117,147
991
894
20,670
19,718
31,945
30,997
2,800
1,586
56,406
53,195
33,689
32,721
22,717
20,474
23,482
9,866
13,327
7,317
1,000
1,000
239
193
38,048
18,376
$
154,785
$
155,997
Table of Contents
Meridian Bioscience, Inc. and Subsidiaries
As of September 30,
2010
2009
$
4,466
$
6,901
3,451
5,338
5,421
3,803
809
710
14,147
16,752
3,277
1,340
94,529
91,668
42,177
45,515
655
722
137,361
137,905
$
154,785
$
155,997
Table of Contents
Meridian Bioscience, Inc. and Subsidiaries
Accum Other
Common
Additional
Comp
Comp
Shares
Paid-in
Retained
Income
Income
Issued
Capital
Earnings
(Loss)
(Loss)
Total
39,847
$
82,209
$
30,375
$
364
$
112,948
(305
)
(305
)
(21,256
)
(21,256
)
467
5,126
5,126
1,772
1,772
30,202
$
30,202
30,202
273
273
273
(270
)
(270
)
(270
)
(4
)
(4
)
(4
)
3
3
3
$
30,204
40,314
89,107
39,016
366
128,489
(26,260
)
(26,260
)
179
1,476
1,476
1,092
1,092
(7
)
(7
)
32,759
$
32,759
32,759
(3
)
(3
)
(3
)
270
270
270
(190
)
(190
)
(190
)
279
279
279
$
33,115
40,493
91,668
45,515
722
137,905
(29,985
)
(29,985
)
67
995
995
94
1,866
1,866
26,647
$
26,647
26,647
36
36
36
(103
)
(103
)
(103
)
$
26,580
40,654
$
94,529
$
42,177
$
655
$
137,361
Table of Contents
(dollars and shares in thousands, except per share data)
(a)
(b)
(c)
(d)
Table of Contents
(e)
September 30, 2010
September 30, 2009
Cash and
Cash and
Equivalents
Other
Equivalents
Other
$
14,862
$
$
$
10,249
29,032
10,383
7,285
1,000
1,000
12,768
14,615
$
37,879
$
1,000
$
54,030
$
8,285
Table of Contents
(f)
(g)
Machinery, equipment and furniture 3 to 10 years
Computer equipment and software 3 to 5 years
(h)
Table of Contents
Wtd Avg
2010
2009
Amort
Gross
Gross
Period
Carrying
Accum.
Carrying
Accum.
As of September 30,
(Yrs)
Value
Amort.
Value
Amort.
13
$
11,644
$
7,693
$
10,755
$
7,672
10
3,547
997
2,772
1,974
11
12,537
5,816
11,040
7,604
1
126
21
$
27,854
$
14,527
$
24,567
$
17,250
Table of Contents
(i)
Table of Contents
(j)
(k)
(l)
(m)
Foreign
Currency
Translation
Income
Adjustment
Taxes
Total
$
1,110
$
(388
)
$
722
(103
)
(103
)
36
36
$
1,007
$
(352
)
$
655
Table of Contents
(n)
(o)
(p)
Table of Contents
i)
ii)
iii)
$
3,445
1,897
2,807
371
816
13,166
3,898
1,467
718
122
995
29,702
2,817
3,036
$
23,849
Table of Contents
(UNAUDITED)
Net
Net
Sales
Earnings
$
153,635
$
26,918
$
160,525
$
34,135
$
151,424
$
31,214
As of September 30,
2010
2009
$
6,221
$
6,079
6,784
5,916
16,090
12,314
$
29,095
$
24,309
(1,130
)
(1,025
)
$
27,965
$
23,284
Table of Contents
Table of Contents
Balances as of September 30, 2010
Level 1
Level 2
Level 3
Total
$
10,249
$
$
$
10,249
$
10,249
$
$
$
10,249
Balances as of September 30, 2009
Level 1
Level 2
Level 3
Total
$
39,415
$
$
$
39,415
6,708
6,708
577
577
$
39,415
$
$
7,285
$
46,700
Table of Contents
(a)
Year Ended September 30,
2010
2009
2008
$
38,329
$
46,504
$
42,187
3,071
2,819
3,805
$
41,400
$
49,323
$
45,992
$
13,626
$
15,094
$
14,307
58
16
(108
)
(335
)
(363
)
(249
)
(29
)
(134
)
(286
)
(618
)
(373
)
(610
)
(75
)
48
231
12,627
14,288
13,285
1,186
1,385
1,303
940
891
1,202
$
14,753
$
16,564
$
15,790
(b)
Year Ended September 30,
2010
2009
2008
$
14,490
35.0
%
$
17,263
35.0
%
$
16,097
35.0
%
777
1.9
904
1.8
902
2.0
(189
)
(0.4
)
(34
)
(0.1
)
(87
)
(0.2
)
(43
)
(0.1
)
196
0.4
(786
)
(1.9
)
(870
)
(1.8
)
(715
)
(1.6
)
(12
)
(100
)
(0.2
)
(417
)
(0.9
)
434
1.0
(63
)
(0.2
)
(401
)
(0.7
)
(239
)
(0.5
)
$
14,753
35.6
%
$
16,564
33.6
%
$
15,790
34.3
%
Table of Contents
(c)
As of September 30,
2010
2009
$
1,128
$
1,043
2,313
1,762
740
948
589
886
118
6
4,888
4,645
(439
)
(470
)
4,449
4,175
(721
)
(656
)
(4,591
)
(2,263
)
(579
)
(661
)
(5,891
)
(3,580
)
$
(1,442
)
$
595
Table of Contents
2010
2009
$
572
$
779
67
115
206
109
(287
)
(120
)
(144
)
$
725
$
572
(a)
(b)
Table of Contents
Table of Contents
2010
2009
2008
2.93
%
3.75
%
4.56
%
3.12
%
2.41
%
1.45
%
5.90 yrs.
6.30-8.20 yrs.
5.70-7.30 yrs.
42
%
57
%
44
%
0%-10
%
0%-13
%
0%-17
%
Wtd Avg
Wtd Avg
Aggregate
Exercise
Remaining
Intrinsic
Shares
Price
Life (Yrs)
Value
1,401
$
10.69
99
20.84
(67
)
8.79
(6
)
19.72
(2
)
13.82
1,425
$
11.44
4.3241
$
16,053
786
$
12.96
5.0342
$
7,489
Table of Contents
Weighted-
Average
Grant Date
Shares
Fair Value
753
$
4.44
99
6.70
(207
)
7.52
(6
)
8.45
639
$
3.75
Table of Contents
Year Ended September 30,
2010
2009
2008
$
33,821
(24
)%
$
37,876
(26
)%
$
31,285
(22
)%
$
18,204
(13
)%
$
19,063
(13
)%
$
16,160
(12
)%
Year Ended September 30,
2010
2009
2008
$
8,183
$
8,289
$
8,942
2,646
2,373
2,655
2,590
2,939
3,263
2,045
1,828
2,138
1,291
1,875
1,865
7,286
8,566
9,117
$
24,041
$
25,870
$
27,980
Table of Contents
U.S.
European
Fiscal Year 2010 -
Diagnostics
Diagnostics
Life Science
Elim (1)
Total
$
92,020
$
24,041
$
26,939
$
$
143,000
10,285
20
561
(10,866
)
33,432
3,367
3,615
724
41,138
2,722
86
1,877
4,685
3,349
213
1,001
4,563
125,824
35,834
90,532
(97,405
)
154,785
$
98,970
$
25,870
$
23,434
$
$
148,274
10,700
6
715
(11,421
)
39,490
4,459
4,728
102
48,779
2,680
92
1,588
4,360
2,082
81
1,480
3,643
131,586
18,221
55,592
(49,402
)
155,997
$
88,419
$
27,980
$
23,240
$
$
139,639
11,563
2
543
(12,108
)
36,095
5,397
3,186
(328
)
44,350
2,745
111
1,614
4,470
2,193
39
1,987
4,219
126,808
15,955
49,619
(45,951
)
146,431
(1)
Year Ended September 30,
2010
2009
2008
$
41,138
$
48,779
$
44,350
124
456
1,533
138
88
109
$
41,400
$
49,323
$
45,992
Table of Contents
(a)
(b)
(c)
(d)
(e)
Table of Contents
For the Quarter Ended in Fiscal 2010
December 31
March 31
June 30
September 30
$
42,457
$
31,147
$
33,857
$
35,539
25,485
20,167
21,736
21,087
8,921
5,980
6,424
5,322
0.22
0.15
0.16
0.13
0.22
0.15
0.16
0.13
0.17
0.19
0.19
0.19
For the Quarter Ended in Fiscal 2009
December 31
March 31
June 30
September 30
$
34,293
$
33,280
$
38,240
$
42,461
23,344
20,974
23,323
25,142
8,076
7,251
8,502
8,930
0.20
0.18
0.21
0.22
0.20
0.18
0.21
0.22
0.14
0.17
0.17
0.17
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Table of Contents
Table of Contents
(c)
(a)
(b)
Number of securities
Number of
Weighted-
remaining available
Securities to be
average exercise
for future issuance
issued upon
price of
under equity
exercise of
outstanding
compensation plans
outstanding
options,
(excluding
securities
options, warrants
warrants and
reflected in column
Plan Category
and rights
rights
(a))
1,521
$
10.637
1,757
7
18.976
1,528
$
10.673
1,757
(1)
1996 Stock Option Plan, as amended in 2001
1999 Directors Stock Option Plan
2004 Equity Compensation Plan, as amended
Table of Contents
Exhibit Number
Description of Exhibit
3.1
3.2
10.1
*
10.2
*
10.3
*
10.4
*
10.5
*
10.6
10.7
*
10.8
*
Table of Contents
Exhibit Number
Description of Exhibit
10.9
*
10.10
*
10.11
*
10.12
*
10.13
*
10.14
*
10.15
*
10.16
*
10.17
*
10.18
10.18.1
10.18.2
10.19
*
Table of Contents
Exhibit Number
Description of Exhibit
10.20
*
10.21
13
14
18
21
23
31.1
31.2
32
(1)
*
Table of Contents
MERIDIAN BIOSCIENCE, INC.
By:
/s/ John A. Kraeutler
Date: November 29, 2010
John A. Kraeutler
Chief Executive Officer
Table of Contents
Signature
Capacity
Date
Chairman of the Board of Directors
November 29, 2010
Chief Executive Officer, Director
November 29, 2010
Executive Vice President, Chief
Financial Officer, and Secretary
November 29, 2010
Director
November 29, 2010
Director
November 29, 2010
Director
November 29, 2010
Director
November 29, 2010
Director
November 29, 2010
Table of Contents
Meridian Bioscience, Inc.
and Subsidiaries
(Dollars in thousands)
Balance at
Charged to
Balance at
Beginning
Costs and
End of
Description
of Period
Expenses
Deductions
Other (a)
Period
$
247
$
82
$
(56
)
$
(32
)
$
241
1,025
717
(610
)
(2
)
1,130
470
(31
)
439
$
230
$
33
$
(26
)
$
10
$
247
1,103
613
(691
)
1,025
466
4
470
$
258
$
38
$
(70
)
$
4
$
230
1,162
551
(610
)
1,103
569
(115
)
12
466
(a)
1. | Professional Services. Mr. Interno shall provide professional services to Meridian with the objective to build and promote brand awareness and equity within Africa, Europe, the Middle East and Scandinavia, related to the Meridian Bioscience trade name. Mr. Interno shall perform such services to, and on behalf of, Meridian on a monthly basis, including, but not limited to, the following (Services): |
a. | Meetings with key opinion leaders, hospitals, laboratories, physicians and other healthcare diagnostic supply chain participants with the objective of promoting the Meridian brand; | ||
b. | Monitoring competitors for possible intellectual property infringement that could harm the Meridian brand; | ||
c. | Searching and identifying potential product sourcing opportunities that could complement the Meridian brand; and | ||
d. | Other similar activities with the objective of promoting the Meridian brand. |
2. | Fees and Payments. Meridian shall pay Mr. Interno as full payment for Services rendered by him hereunder, at a monthly rate of Six Thousand Five Hundred Euros ( 6,500) (Professional Services Fee). The Professional Services Fee shall be payable by Meridian on the 15 th calendar day of each month, provided that prior to the 10 th calendar day of each month, Mr. Interno has submitted to Meridian an invoice that provides sufficient detail of the Services performed for that month. Mr. Interno shall submit his invoices to Meridians Chief Financial Officer or Chief Executive Officer via e-mail or facsimile. |
3. | Term. Subject to the provisions of this Section 3, the term of this Agreement (the Term) shall commence on the date hereof and end on April 1, 2011, unless this Agreement is terminated or extended by mutual written agreement of the parties. Notwithstanding the foregoing, this Agreement and all rights of Mr. Interno under this Agreement will terminate (except as otherwise provided in this Section): |
a. | Upon the death of Mr. Interno; | ||
b. | Upon the disability of Mr. Interno (as defined below), immediately upon notice from either party to the other; or | ||
c. | Upon 30 days written notice by either party. |
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4. | Authority and Indemnification of Meridian . Mr. Interno represents that he is not restricted or prohibited in any manner from entering into this Agreement and performing the duties for Meridian as herein provided. Mr. Interno shall indemnify and save harmless Meridian from any damages, liabilities, actions, suits or other claims, and from reasonable attorneys fees and costs incurred by Meridian in defending against same, should Mr. Internos representations set forth in this Section 4 be challenged. | ||
5. | Severability . If any of the provisions of this Agreement are held to be illegal, invalid or unenforceable in any respect, Meridian and Mr. Interno agree that such term or provision shall be deemed to be modified to the extent necessary to permit its enforcement to the maximum extent permitted by applicable law. If any of the provisions of this Agreement are held to be illegal, invalid or unenforceable in any respect, the remainder of this Agreement and all other provisions hereof shall not be affected thereby. | ||
6. | Parties Bound . This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, administrators, executors, legal representatives, successors and permitted assigns; provided , however , that Mr. Interno shall not assign any of Mr. Internos rights or delegate any of his duties hereunder without the prior written consent of Meridian. Meridian shall not assign any of its rights or delegate any of its duties hereunder to any person or entity without the prior written consent of Mr. Interno. | ||
7. | Governing Law . This Agreement shall be governed by the internal substantive laws of the State of Ohio, USA. | ||
8. | Entire Agreement and Amendments . Meridian and Mr. Interno agree that this Agreement constitutes the entire agreement between them with respect to the subject matter hereof, and that any and all prior discussions, negotiations, agreements and understandings including, without limitation, any prior agreement between Meridian and Mr. Interno are hereby superseded. The terms and provisions of this Agreement shall not be changed, amended, waived, modified or terminated in any respect whatsoever except by a written instrument executed by Meridian and Mr. Interno. | ||
9. | No Waiver of Rights . Neither any failure nor any delay on the part of Meridian in exercising any right, power or privilege hereunder shall operate as a waiver thereof on the part of Meridian nor shall a single or partial exercise thereof preclude any other or further exercise or the exercise of any other right, power or privilege by Meridian. | ||
10. | Notice . Any and all notices given or required to be given hereunder shall be sent by personal delivery or by certified mail, return receipt requested, and shall conclusively be deemed to have been received on the date such notice is delivered at the address specified below (or such other address as may be specified in writing by the parties hereof) or, in the case of certified mail, on the fifth (5th) business day following the date on which it was mailed. |
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If to Meridian: | MERIDIAN BIOSCIENCE, INC. | ||
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3471 River Hills Drive | |||
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Cincinnati, Ohio 45244 | |||
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Attention: John A. Kraeutler | |||
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If to Mr. Interno, at the address set forth on the first page hereof. |
11. | Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. | ||
12. | Headings; Gender; Number . The headings contained in this Agreement are for convenience only and shall not be construed as substantive provisions of this Agreement. Words of any gender shall include any other gender, unless the context requires otherwise. Singular words shall include the plural and plural words shall include the singular, unless the context requires otherwise. |
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WITNESSES: | Company: | |||||||
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MERIDIAN BIOSCIENCE, INC. | ||||||||
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/s/ Melissa Lueke | By: | /s/ John Kraeutler | ||||||
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Name:
Title: |
John Kraeutler
CEO |
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ANTONIO ALESSANDRO INTERNO: | ||||||||
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/s/ Fabio Rossella | /s/ Antonio Alessandro Interno | |||||||
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(a) |
No Event of Default (as such term is defined in Section 8 of the Agreement) or
event or condition which, with the lapse of time or giving of notice or both, would
constitute an Event of Default exists on the date hereof.
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(b) |
The person executing this Amendment is a duly elected and acting officer of
each Borrower and is duly authorized by the Board of Directors of such Borrower to
execute and deliver this Amendment on behalf of such Borrower.
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(a) |
At Banks request, the Bank shall have been furnished copies, certified by the
Secretary or Assistant Secretary of Borrowers, of resolutions of the Board of Directors
of each Borrower authorizing the execution of this Amendment and all other documents
executed in connection herewith (which resolutions will be in the form reasonably
acceptable to Bank).
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(b) |
The representations and warranties of Borrowers in Section 3 hereof shall be
true and correct on the date of execution of this Amendment.
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(c) |
Borrowers shall pay the $2,000 covenant waiver fee to the Bank and shall pay
all expenses and attorneys fees incurred by Bank in connection with the preparation,
execution and delivery of this Amendment and related documents.
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(a) |
Except as expressly modified hereby, the Agreement remains unaltered and in
full force and effect. Borrowers acknowledge that Bank has made no oral
representations to Borrowers with respect to the Agreement and this Amendment thereto
and that all prior understandings between the parties are merged into the Agreement as
amended by this writing. All Loans outstanding on the date of execution of this
Amendment shall be considered for all purposes to be Loans outstanding under the
Agreement as amended by this Amendment.
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(b) |
Capitalized terms used and not otherwise defined herein will have the meanings
set forth in the Agreement.
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(c) |
Nothing contained herein will be construed as waiving any default or Event of
Default under the Agreement or will affect or impair any right, power or remedy of the
Bank under or with respect to the Loans, the Agreement, or any other agreement or
instrument guaranteeing, securing or otherwise relating to the Loans.
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(d) |
This Amendment shall be considered an integral part of the Agreement, and all
references to the Agreement in the Agreement itself or any document referring thereto
shall, on and after the date of execution of this Amendment, be deemed to be references
to the Agreement as amended by this Amendment.
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(e) |
This Amendment will be binding upon and inure to the benefit of Borrowers and
Bank and their respective successors and assigns.
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(f) |
All representations, warranties and covenants made by Borrowers herein will
survive the execution and delivery of this Amendment.
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(g) |
This Amendment will, in all respects, be governed and construed in accordance
with the laws of the State of Ohio.
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(h) |
This Amendment may be executed in one or more counterparts, each of which will
be deemed an original and all of which together will constitute one and the same
instrument.
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MERIDIAN BIOSCIENCE CORPORATION | MERIDIAN BIOSCIENCE, INC. | |||||||||||
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By:
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/s/ Melissa Lueke | By: | /s/ Melissa Lueke | |||||||||
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Its: | CFO & Secretary | Its: | CFO & Secretary | ||||||||
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OMEGA TECHNOLOGIES, INC. | MERIDIAN LIFE SCIENCE, INC. | |||||||||||
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By:
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/s/ Melissa Lueke | By: | /s/ Melissa Lueke | |||||||||
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Its: | CFO & Secretary | Its: | CFO & Secretary | ||||||||
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FIFTH THIRD BANK | ||||||||||||
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By:
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/s/ John M. Covington | |||||||||||
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Its: | Vice President | ||||||||||
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FY 2010 | FY 2009 | FY 2008 | FY 2007 | FY 2006 | ||||||||||||||||
Net sales
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$ | 143,000 | $ | 148,274 | $ | 139,639 | $ | 122,963 | $ | 108,413 | ||||||||||
Gross profit
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88,475 | 92,783 | 86,480 | 74,940 | 64,684 | |||||||||||||||
Operating income
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41,138 | 48,779 | 44,350 | 35,030 | 26,894 | |||||||||||||||
Net earnings
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26,647 | 32,759 | 30,202 | 26,721 | 18,333 | |||||||||||||||
Basic earnings per share
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$ | 0.66 | $ | 0.81 | $ | 0.75 | $ | 0.67 | $ | 0.47 | ||||||||||
Diluted earnings per share
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$ | 0.65 | $ | 0.80 | $ | 0.74 | $ | 0.66 | $ | 0.46 | ||||||||||
Cash dividends declared per share
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$ | 0.74 | $ | 0.65 | $ | 0.53 | $ | 0.40 | $ | 0.28 | ||||||||||
Book value per share
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$ | 3.38 | $ | 3.40 | $ | 3.19 | $ | 2.83 | $ | 2.40 |
FY 2010 | FY 2009 | FY 2008 | FY 2007 | FY 2006 | ||||||||||||||||
Current assets
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$ | 94,020 | $ | 117,147 | $ | 99,458 | $ | 93,745 | $ | 80,742 | ||||||||||
Current liabilities
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14,147 | 16,752 | 16,061 | 17,067 | 20,617 | |||||||||||||||
Total assets
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154,785 | 155,997 | 146,431 | 132,698 | 120,528 | |||||||||||||||
Long-term debt obligations
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| | | | 1,803 | |||||||||||||||
Shareholders equity
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137,361 | 137,905 | 128,489 | 112,948 | 94,350 |
CORPORATE PROFILE
Meridian is a fully integrated life science company that manufactures, markets and distributes a broad range of innovative diagnostic test kits, purified reagents and related products and offers biopharmaceutical enabling technologies. Utilizing a variety of methods, these products and diagnostic tests provide accuracy, simplicity and speed in the early diagnosis and treatment of common medical conditions, such as gastrointestinal, viral and respiratory infections. Meridian’s diagnostic products are used outside of the human body and require little or no special equipment. The Company’s products are designed to enhance patient well-being while reducing the total outcome costs of healthcare. Meridian has strong market positions in the areas of gastrointestinal and upper respiratory infections, serology, parasitology and fungal disease diagnosis. In addition, Meridian is a supplier of rare reagents, specialty biologicals and related technologies used by biopharmaceutical companies engaged in research for new drugs and vaccines. The Company markets its products and technologies to hospitals, reference laboratories, research centers, veterinary testing centers, diagnostics manufacturers and biotech companies in more than 60 countries around the world. The Company’s shares are traded through NASDAQ’s Global Select Market, symbol VIVO. Meridian’s website address is www.meridianbioscience.com .
MERIDIAN BIOSCIENCE, INC. 1
Years Ended September 30, | 2010 | 2009 | ||||||||||||||
Quarter ended: | High | Low | High | Low | ||||||||||||
December 31
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24.970 | 19.960 | 30.250 | 19.430 | ||||||||||||
March 31
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23.930 | 19.440 | 26.410 | 16.500 | ||||||||||||
June 30
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20.510 | 16.030 | 23.000 | 14.790 | ||||||||||||
September 30
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21.980 | 16.590 | 26.200 | 20.750 |
1. |
Omega Technologies, Inc., an Ohio corporation
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2. |
Meridian Bioscience Corporation, an Ohio corporation
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3. |
Meridian Bioscience Europe, s.r.l., an Italian corporation
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4. |
Meridian Life Science, Inc., a Maine corporation
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5. |
Meridian Bioscience Europe S.A., a Belgian corporation
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6. |
Gull Europe S.A. Holding, a Belgian corporation
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7. |
Meridian Bioscience Europe B.V., a Dutch corporation
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8. |
Bioline Ltd., a United Kingdom corporation
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9. |
Bioline GmbH, a German corporation
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10. |
Bioline (Aust) Pty Ltd., an Australian corporation
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11. |
Bioline Reagents Ltd., a United Kingdom corporation
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12. |
Bioline USA Inc., a Massachusetts corporation
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1. |
I have reviewed this annual report on Form 10-K of Meridian Bioscience, Inc.;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
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4. |
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
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b) |
Designed such internal controls over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of the financial statements for external purposes in accordance with generally accepted
accounting principles;
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c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
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d) |
Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
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5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
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a) |
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
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b) |
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
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/s/ John A. Kraeutler
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Chief Executive Officer
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1. |
I have reviewed this annual report on Form 10-K of Meridian Bioscience, Inc.;
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
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3. |
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
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4. |
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
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b) |
Designed such internal controls over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of the financial statements for external purposes in accordance with generally accepted
accounting principles;
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c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
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d) |
Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
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5. |
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
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a) |
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
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b) |
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting.
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/s/
Melissa A. Lueke
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Executive Vice President and
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Chief Financial Officer
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1. |
The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
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2. |
The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
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/s/ John A. Kraeutler
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Chief Executive Officer
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November 29, 2010
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/s/
Melissa A. Lueke
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Executive Vice President and
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Chief Financial Officer
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November 29, 2010
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