☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Shares, No Par Value
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VIVO
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The NASDAQ Stock Market LLC
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(NASDAQ Global Select Market)
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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Page | ||||||
Item 1
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4 | |||||
Item 1A
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11 | |||||
Item 1B
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22 | |||||
Item 2
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22 | |||||
Item 3
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22 | |||||
Item 4
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23 | |||||
Item 5
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23 | |||||
Item 6
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24 | |||||
Item 7
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25 | |||||
Item 7A
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36 | |||||
Item 8
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37 | |||||
Item 9
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73 | |||||
Item 9A
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73 | |||||
Item 9B
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73 | |||||
Item 10
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74 | |||||
Item 11
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74 | |||||
Item 12
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74 | |||||
Item 13
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74 | |||||
Item 14
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74 | |||||
Item 15
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75 | |||||
Item 16
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77 |
Type of Segment Information
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Location within Annual Report on Form 10-K
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Physical locations and activities | Item 2. “Properties” | |
Revenue by geographic region | Item 7. “Management’s Discussion and Analysis of Financial Condition & Results of Operations” (hereafter “MD&A”) | |
Financial information | Note 10 of Consolidated Financial Statements |
Meridian Employees
|
2020
|
|||
Salaried workforce
|
537 | |||
Managers and above
|
157 | |||
Part-time employees
|
27 | |||
Average age
|
43 | |||
Average length of service in years
|
7 | |||
Employee turnover rate (voluntary)
|
13 | % | ||
Fiscal 2020 revenues per employee (in thousands)
|
$ | 340 |
Equal Employment Opportunity Table (by number of employees)
U.S. Employee Diversity as of September 30, 2020
|
||||||||||||||||||||||||||||||
Job category
|
Gender
|
White
|
Black/African
American |
Hispanic/Latino
|
Asian
|
American
Indian/Alaskan Native |
Two
or more races |
Total
|
||||||||||||||||||||||
Executive/senior level officials and managers
|
Male | 11 | — | — | — | — | — | 11 | ||||||||||||||||||||||
Female | 2 | — | 1 | — | — | — | 3 | |||||||||||||||||||||||
First/mid-level
officials and managers
|
Male | 38 | 3 | 2 | 3 | — | — | 46 | ||||||||||||||||||||||
Female | 38 | 4 | — | 2 | — | 1 | 45 | |||||||||||||||||||||||
Professionals
|
Male | 56 | 2 | 2 | 4 | 1 | 2 | 67 | ||||||||||||||||||||||
Female | 67 | 6 | 4 | 8 | — | 2 | 87 | |||||||||||||||||||||||
All other
|
Male | 48 | 9 | 5 | 4 | — | 1 | 67 | ||||||||||||||||||||||
Female | 84 | 13 | 7 | 10 | — | 4 | 118 | |||||||||||||||||||||||
Total
|
Male | 153 | 14 | 9 | 11 | 1 | 3 | 191 | ||||||||||||||||||||||
Female | 191 | 23 | 12 | 20 | — | 7 | 253 |
• |
decreased volume of testing and related sales of certain of our Diagnostics products as a result of disruptions to health care providers and limitations on the ability of providers to administer tests;
|
• |
disruptions or restrictions on the ability of the Company’s, our collaborators’, or our suppliers’ personnel to travel, and temporary closures of our facilities, or the facilities of our collaborators or suppliers;
|
• |
limitations on employee resources that would otherwise be focused on the development of our products, the processing of our diagnostic tests, and/or the conduct of our clinical trials, because of illness of employees or their families, or requirements imposed on employees to avoid contact with large groups of people; and
|
• |
delays in necessary interactions with local regulators, ethics committees, and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees.
|
Income Statement Information (Amounts in thousands, except per share data)
|
||||||||||||||||||||
For the Year Ended September 30,
|
2020
|
2019
|
2018
|
2017
|
2016
|
|||||||||||||||
Net revenues
|
$ | 253,667 | $ | 201,014 | $ | 213,571 | $ | 200,771 | $ | 196,082 | ||||||||||
Gross profit
|
156,248 | 118,728 | 131,033 | 124,833 | 127,787 | |||||||||||||||
Operating income
|
61,324 | 32,699 | 31,584 | 37,382 | 51,378 | |||||||||||||||
Net earnings
|
46,186 | 24,382 | 23,849 | 21,557 | 32,229 | |||||||||||||||
Basic earnings per share
|
$ | 1.08 | $ | 0.57 | $ | 0.56 | $ | 0.51 | $ | 0.77 | ||||||||||
Diluted earnings per share
|
$ | 1.07 | $ | 0.57 | $ | 0.56 | $ | 0.51 | $ | 0.76 | ||||||||||
Cash dividends declared per share
|
$ | — | $ | 0.250 | $ | 0.500 | $ | 0.575 | $ | 0.800 | ||||||||||
Book value per share
|
$ | 5.75 | $ | 4.47 | $ | 4.14 | $ | 4.02 | $ | 3.95 | ||||||||||
Balance Sheet Information
|
|
|||||||||||||||||||
As of September 30,
|
2020
|
2019
|
2018
|
2017
|
2016
|
|||||||||||||||
Current assets
|
$ | 162,190 | $ | 144,761 | $ | 139,053 | $ | 133,875 | $ | 126,791 | ||||||||||
Current liabilities
|
52,524 | 20,914 | 24,173 | 22,887 | 22,571 | |||||||||||||||
Total assets
|
405,261 | 325,478 | 251,377 | 249,777 | 252,028 | |||||||||||||||
Long-term debt obligations
|
68,824 | 75,824 | 50,180 | 54,647 | 58,360 | |||||||||||||||
Shareholders’ equity
|
247,629 | 190,967 | 175,418 | 169,585 | 166,472 |
(i) |
significantly higher revenue in the Life Science operating segment, due to supplying key molecular components and monoclonal antibodies to diagnostic test manufacturers for use in
COVID-19
related PCR and antigen tests (up $16,905);
|
(ii) |
higher research and development spending in the Diagnostics segment under new product development programs (up $1,886);
|
(iii) |
increased cash-based incentive compensation tied to higher revenue and profit levels (up $1,428);
|
(iv) |
an increase in the fair value of the earnout obligation for the acquisition of the GenePOC business (up $1,135);
|
(v) |
decreased restructuring expenses related to the business realignment and streamlining initiatives commenced in fiscal 2018 and largely completed in the first half of fiscal 2020 (down $1,071); and
|
(vi) |
lower gains related to foreign currency (down $1,030).
|
(i) |
significantly higher revenue in the Life Science operating segment, due to supplying key molecular components, monoclonal antibodies and recombinant antigens to diagnostic test manufacturers for use in
COVID-19
related PCR, antigen and antibody tests (up $68,203);
|
(ii) |
higher research and development spending in the Diagnostics segment under new product development programs (up $6,909);
|
(iii) |
increased cash-based incentive compensation tied to higher revenue and profit levels (up $6,325);
|
(iv) |
increased intangible asset amortization, primarily resulting from purchase accounting amortization related to the acquisitions of Exalenz and the GenePOC business in April 2020 and June 2019, respectively (up $3,413);
|
(v) |
increased acquisition-related costs in connection with the fiscal 2020 Exalenz transaction, as compared to those related to the GenePOC transaction in fiscal 2019 (up $2,082);
|
(vi) |
a net decrease in the fair value of the earnout obligation for the acquisition of the GenePOC business (down $6,293); and
|
(vii) |
decreased restructuring expenses related to the business realignment and streamlining initiatives commenced in fiscal 2018 (down $2,152).
|
2020 | 2019 | 2018 |
2020 vs.
2019 Inc (Dec) |
2019 vs.
2018 Inc (Dec) |
||||||||||||||||
Gross Profit
|
$ | 156,248 | $ | 118,728 | $ | 131,033 | 32 | % | (9 | %) | ||||||||||
Gross Profit Margin
|
62 | % | 59 | % | 61 | % | 3 points | -2 points |
Research &
Development |
Selling &
Marketing |
General &
Administrative |
Other
|
Total Operating
Expenses |
||||||||||||||||
Fiscal 2018:
|
||||||||||||||||||||
Diagnostics
|
$ | 13,579 | $ | 24,659 | $ | 18,120 | $ | 4,032 | $ | 60,390 | ||||||||||
Life Science
|
3,034 | 9,367 | 10,342 | 1,240 | 23,983 | |||||||||||||||
Corporate
|
— | — | 7,297 | 7,779 | 15,076 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total 2018 Expenses
|
$
|
16,613
|
$
|
34,026
|
$
|
35,759
|
$
|
13,051
|
$
|
99,449
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fiscal 2019:
|
||||||||||||||||||||
Diagnostics
|
$ | 14,545 | $ | 22,695 | $ | 17,081 | $ | 3,446 | $ | 57,767 | ||||||||||
Life Science
|
3,215 | 5,300 | 9,186 | 188 | 17,889 | |||||||||||||||
Corporate
|
— | — | 7,777 | 2,596 | 10,373 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total 2019 Expenses
|
$
|
17,760
|
$
|
27,995
|
$
|
34,044
|
$
|
6,230
|
$
|
86,029
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fiscal 2020:
|
||||||||||||||||||||
Diagnostics
|
$ | 21,454 | $ | 21,172 | $ | 23,233 | $ | (1,916 | ) | $ | 63,943 | |||||||||
Life Science
|
2,275 | 5,314 | 11,755 | 200 | 19,544 | |||||||||||||||
Corporate
|
— | — | 9,357 | 2,080 | 11,437 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total 2020 Expenses
|
$
|
23,729
|
$
|
26,486
|
$
|
44,345
|
$
|
364
|
$
|
94,924
|
||||||||||
|
|
|
|
|
|
|
|
|
|
Research &
Development |
Selling &
Marketing |
General &
Administrative |
Other
|
Total Operating
Expenses |
||||||||||||||||
2018 Expenses
|
$
|
16,613
|
$
|
34,026
|
$
|
35,759
|
$
|
13,051
|
$
|
99,449
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
% of Revenues
|
8 | % | 16 | % | 17 | % | 6 | % | 47 | % | ||||||||||
Fiscal 2019 Increases (Decreases):
|
||||||||||||||||||||
Diagnostics
|
966 | (1,964 | ) | (1,039 | ) | (586 | ) | (2,623 | ) | |||||||||||
Life Science
|
181 | (4,067 | ) | (1,156 | ) | (1,052 | ) | (6,094 | ) | |||||||||||
Corporate
|
— | — | 480 | (5,183 | ) | (4,703 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
2019 Expenses
|
$
|
17,760
|
$
|
27,995
|
$
|
34,044
|
$
|
6,230
|
$
|
86,029
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
% of Revenues
|
9 | % | 14 | % | 17 | % | 3 | % | 43 | % | ||||||||||
% Increase (Decrease)
|
7 | % | (18 | %) | (5 | %) | (52 | %) | (13 | %) | ||||||||||
Fiscal 2020 Increases (Decreases):
|
||||||||||||||||||||
Diagnostics
|
6,909 | (1,523 | ) | 6,152 | (5,362 | ) | 6,176 | |||||||||||||
Life Science
|
(940 | ) | 14 | 2,569 | 12 | 1,655 | ||||||||||||||
Corporate
|
— | — | 1,580 | (516 | ) | 1,064 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
2020 Expenses
|
$
|
23,729
|
$
|
26,486
|
$
|
44,345
|
$
|
364
|
$
|
94,924
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
% of Revenues
|
9 | % | 10 | % | 17 | % | — | % | 37 | % | ||||||||||
% Increase (Decrease)
|
34 | % | (5 | %) | 30 | % | (94 | %) | 10 | % |
• |
Increased Research & Development costs, primarily reflecting the development of the molecular
SARS-CoV-2
|
• |
Decreased Selling & Marketing costs, primarily reflecting the effects of reduced travel from restrictions imposed during the
COVID-19
pandemic and the effect such restrictions have had on general sales and marketing activities;
|
• |
Increased General & Administrative costs, primarily reflecting additional investment in incentive compensation, along with the purchase accounting amortization from the acquisitions of Exalenz and the GenePOC business; and
|
• |
Increased acquisition costs and decreased restructuring costs, along with a net decrease in fair value of the contingent consideration obligation for the GenePOC business, all of which are reflected within “Other” in the above tables.
|
• |
Increased Research & Development costs, reflecting the addition of the GenePOC business expenses for the development of the GI and RI panel assays since the June 3, 2019 date of acquisition, partially offset by the decreased expenditures resulting from the timing of product development projects and the clinical trials for our cCMV test in fiscal 2018;
|
• |
Decreased Selling & Marketing costs due to: (i) the effects of the fiscal 2018 organization streamlining initiatives; and (ii) lower sales commissions resulting from the decrease in sales levels;
|
• |
Decreased General & Administrative costs, reflecting the effects of the fiscal 2018 organization streamlining initiatives and lower Quality System remediation costs related to our blood-lead manufacturing facility, partially offset by the addition of the GenePOC business expenses, including purchase accounting amortization; and
|
• |
Decreased restructuring & selected legal costs, along with the effects of the fiscal 2019 acquisition-related costs (reflected within “Other” in the above tables).
|
Total |
Less than 1
Year |
1-3 Years
|
4-5 Years
|
More than
5 Years |
||||||||||||||||
Operating leases
(1)
|
$ | 6,968 | $ | 2,002 | $ | 3,015 | $ | 1,669 | $ | 282 | ||||||||||
Purchase obligations
(2)
|
27,691 | 26,315 | 1,376 | — | — | |||||||||||||||
Acquisition price holdback and contingent consideration
(3)
|
69,000 | 5,000 | 64,000 | — | — | |||||||||||||||
Uncertain income tax positions liability and interest
(4)
|
706 | 706 | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
|
$ | 104,365 | $ | 34,023 | $ | 68,391 | $ | 1,669 | $ | 282 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) |
Meridian and its subsidiaries are parties to a number of operating lease agreements around the world, the majority of which relate to office and warehouse building leases expiring at various dates.
|
(2) |
Purchase obligations relate primarily to outstanding purchase orders for inventory, including instruments, service items, and research and development activities. These contractual commitments are not in excess of expected production requirements over the next twelve months.
|
(3) |
Pursuant to the purchase agreement related to the June 3, 2019 acquisition of the business of GenePOC, as amended during fiscal 2020, Meridian’s maximum remaining consideration to be paid totals $69,000. As noted below and detailed in Note 2,
“Business Combinations”
|
(4) |
Due to inherent uncertainties in the timing of settlement of tax positions, we are unable to estimate the timing of the effective settlement of these obligations.
|
Accounting Policy
|
Location
Within Consolidated Financial Statements |
Examples of Key Estimate Assumptions
|
||
Inventories | Note 1(f) | Slow-moving, excess & obsolete inventories | ||
Intangible Assets | Note 1(h) | Triggering events and impairment conditions | ||
Revenue Recognition | Note 1(i) | Distributor price adjustments and fee accruals | ||
Fair Value Measurements | Note 1(j) | Valuation of interest rate swap agreements and contingent consideration | ||
Income Taxes | Note 1(l) and Note 7 | Uncertain tax positions and state apportionment factors |
38 | ||||
39 | ||||
43 | ||||
44 | ||||
45 | ||||
46 | ||||
48 | ||||
49 | ||||
79 |
/s/ Jack Kenny
|
/s/ Bryan T. Baldasare
|
|||
Jack Kenny | Bryan T. Baldasare | |||
Chief Executive Officer | Executive Vice President and | |||
November 23, 2020 | Chief Financial Officer | |||
November 23, 2020 |
• |
We tested the design and operating effectiveness of controls relating to the valuation report and allocation of purchase price, which included management’s review of the preliminary valuation report for the completeness and mathematical accuracy of the data, and evaluating the reasonableness of assumptions used in the calculations, such as assumed growth rates, discount rate, economic lives, royalty rates and margin percentages, as compared to industry/market data.
|
• |
We tested the significant assumptions used within the discounted cash flow model to estimate the fair value of the identifiable intangible assets which included certain assumptions such as assumed growth rates, economic lives, and margin percentages as compared to industry/market data.
|
• |
We utilized a valuation specialist to assist in evaluating the appropriateness of the Company’s selection of valuation methodology for the identifiable intangible assets and evaluating the reasonableness of certain significant assumptions used, including discount rate, economic lives, and royalty rates.
|
• |
We evaluated whether assumptions used were reasonable by considering past performance of similar assets, industry data, current market forecasts, and whether such assumptions were consistent with evidence obtained in other areas of the audit.
|
For the Year Ended September 30,
|
2020
|
2019 | 2018 | |||||||||
Net Revenues
|
$
|
253,667
|
$ | 201,014 | $ | 213,571 | ||||||
Cost of Sales
|
|
97,419
|
82,286 | 82,538 | ||||||||
|
|
|
|
|
|
|||||||
Gross Profit
|
|
156,248
|
118,728 | 131,033 | ||||||||
|
|
|
|
|
|
|||||||
Operating Expenses:
|
||||||||||||
Research and development
|
|
23,729
|
17,760 | 16,613 | ||||||||
Selling and marketing
|
|
26,486
|
27,995 | 34,026 | ||||||||
General and administrative
|
|
44,345
|
34,044 | 35,759 | ||||||||
Acquisition-related costs
|
|
3,890
|
1,808 | — | ||||||||
Change in fair value of contingent
|
|
(6,293
|
) | — | — | |||||||
Restructuring costs
|
|
687
|
2,839 | 8,706 | ||||||||
Selected legal costs
|
|
2,080
|
1,583 | 4,345 | ||||||||
|
|
|
|
|
|
|||||||
Total operating expenses
|
|
94,924
|
86,029 | 99,449 | ||||||||
|
|
|
|
|
|
|||||||
Operating Income
|
|
61,324
|
32,699 | 31,584 | ||||||||
Other Income (Expense):
|
||||||||||||
Interest income
|
|
142
|
681 | 418 | ||||||||
Interest expense
|
|
(2,632
|
)
|
(1,945 | ) | (1,520 | ) | |||||
Other, net
|
|
459
|
122 | (102 | ) | |||||||
|
|
|
|
|
|
|||||||
Total other expense
|
|
(2,031
|
)
|
(1,142 | ) | (1,204 | ) | |||||
|
|
|
|
|
|
|||||||
Earnings Before Income Taxes
|
|
59,293
|
31,557 | 30,380 | ||||||||
Income Tax Provision
|
|
13,107
|
7,175 | 6,531 | ||||||||
|
|
|
|
|
|
|||||||
Net Earnings
|
$
|
46,186
|
$ | 24,382 | $ | 23,849 | ||||||
|
|
|
|
|
|
|||||||
Earnings Per Share Data:
|
||||||||||||
Basic earnings per common share
|
$
|
1.08
|
$ | 0.57 | $ | 0.56 | ||||||
Diluted earnings per common share
|
$
|
1.07
|
$ | 0.57 | $ | 0.56 | ||||||
Common shares used for basic earnings per common share
|
|
42,855
|
42,571 | 42,325 | ||||||||
Effect of dilutive stock options and restricted share units
|
|
319
|
328 | 429 | ||||||||
|
|
|
|
|
|
|||||||
Common shares used for diluted earnings per common share
|
|
43,174
|
42,899 | 42,754 | ||||||||
|
|
|
|
|
|
|||||||
Dividends declared per common share
|
$
|
—
|
|
$ | 0.250 | $ | 0.500 | |||||
Anti-dilutive Securities:
|
||||||||||||
Common share options and restricted share units
|
|
893
|
1,129 | 1,007 |
For the Year Ended September 30,
|
2020
|
2019 | 2018 | |||||||||
Net Earnings
|
$
|
46,186
|
$ | 24,382 | $ | 23,849 | ||||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustment
|
|
3,884
|
|
(802 | ) | (1,075 | ) | |||||
Unrealized gain (loss) on cash flow hedge
|
|
(713
|
)
|
(1,159 | ) | 907 | ||||||
Reclassification of amortization of gain on cash flow hedge
|
|
(308
|
)
|
(102 | ) | — | ||||||
Income taxes related to items of other comprehensive income
|
|
252
|
465 | (263 | ) | |||||||
|
|
|
|
|
|
|||||||
Other comprehensive income (loss), net of tax
|
|
3,115
|
|
(1,598 | ) | (431 | ) | |||||
|
|
|
|
|
|
|||||||
Comprehensive Income
|
$
|
49,301
|
$ | 22,784 | $ | 23,418 | ||||||
|
|
|
|
|
|
For the Year Ended September 30,
|
2020
|
|
2019 | 2018 | ||||||||
Cash Flows From Operating Activities
|
||||||||||||
Net earnings
|
$
|
46,186
|
|
$ | 24,382 | $ | 23,849 | |||||
Non-cash
items included in net earnings:
|
||||||||||||
Depreciation of property, plant and equipment
|
|
5,823
|
|
5,433 | 4,491 | |||||||
Amortization of intangible assets
|
|
7,744
|
|
4,531 | 3,433 | |||||||
Amortization of deferred instrument costs
|
|
—
|
|
— | 764 | |||||||
Stock-based compensation
|
|
3,802
|
|
3,251 | 3,402 | |||||||
Deferred income taxes
|
|
760
|
|
(817 | ) | (300 | ) | |||||
Losses on dispositions of long-lived assets
|
64
|
632 |
—
|
|||||||||
Change in
accrued conti
ngent consideration
|
|
|
(6,293
|
)
|
|
|
—
|
|
|
—
|
|
|
Change in the following, net of acquisitions:
|
||||||||||||
Accounts receivable
|
(971
|
)
|
(2,215 | ) | (4,370 | ) | ||||||
Inventories
|
|
(18,977
|
)
|
3,841 | (1,142 | ) | ||||||
Prepaid expenses and other current assets
|
|
(153
|
)
|
(2,143 | ) | 246 | ||||||
Accounts payable and accrued expenses
|
|
7,248
|
|
(2,315 | ) | 4,124 | ||||||
Income taxes payable
|
|
1,435
|
|
1,793 | (524 | ) | ||||||
Other, net
|
|
1,308
|
|
(198 | ) | 814 | ||||||
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
47,976
|
|
36,175 | 34,787 | |||||||
|
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities
|
||||||||||||
Purchase of property, plant and equipment
|
|
(3,299
|
)
|
(3,797 | ) | (4,201 | ) | |||||
Disposals of property, plant and equipment
|
|
—
|
|
669 | — | |||||||
Acquisitions, net of cash acquired
|
|
(51,299
|
)
|
(45,324 | ) | — | ||||||
|
|
|
|
|
|
|
||||||
Net cash used for investing activities
|
|
(54,598
|
)
|
(48,452 |
)
|
(4,201 | ) | |||||
|
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities
|
||||||||||||
Dividends paid
|
|
—
|
|
(10,612 | ) | (21,170 | ) | |||||
Proceeds from revolving credit facility
|
|
50,000
|
|
75,824 | — | |||||||
Payment on revolving credit facility
|
|
(57,000
|
)
|
— | — | |||||||
Payment of debt issuance costs
|
|
(116
|
)
|
(489 | ) | — | ||||||
Payments on term loan
|
|
—
|
|
(50,250 | ) | (4,500 | ) | |||||
Proceeds from exercises of stock options
|
|
3,559
|
|
443 | 183 | |||||||
Payment of acquisition consideration
|
|
—
|
|
— | (2,110 | ) | ||||||
|
|
|
|
|
|
|
||||||
Net cash provided by (used for) financing activities
|
|
(3,557
|
)
|
14,916 | (27,597 | ) | ||||||
|
|
|
|
|
|
|
||||||
Effect of Exchange Rate Changes on Cash and Equivalents and Restricted Cash
|
|
1,296
|
|
(1,005 | ) | (298 | ) | |||||
Net Increase (Decrease) in Cash and Equivalents and Restricted Cash
|
|
(8,883
|
)
|
1,634 | 2,691 | |||||||
Cash and Equivalents and Restricted Cash at Beginning of Period
|
|
62,397
|
|
60,763 | 58,072 | |||||||
|
|
|
|
|
|
|
||||||
Cash and Equivalents and Restricted Cash at End of of Period
|
$
|
53,514
|
|
$ | 62,397 | $ | 60,763 | |||||
|
|
|
|
|
|
|
||||||
Cash and Equivalents
|
$
|
53,514
|
|
$ | 62,397 | $ | 59,763 | |||||
Restricted Cash
|
|
—
|
|
— | 1,000 | |||||||
|
|
|
|
|
|
|
||||||
Cash and Equivalents and Restricted Cash at End of Period
|
$
|
53,514
|
|
$ | 62,397 | $ | 60,763 | |||||
|
|
|
|
|
|
|
As of September 30,
|
2020
|
2019 | ||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and equivalents
|
$
|
53,514
|
$ | 62,397 | ||||
Accounts receivable, less allowances of $513 and $537, respectively
|
|
38,512
|
36,698 | |||||
Inventories
|
|
61,264
|
39,617 | |||||
Prepaid expenses and other current assets
|
|
8,900
|
6,049 | |||||
|
|
|
|
|||||
Total current assets
|
|
162,190
|
144,761 | |||||
|
|
|
|
|||||
Property, Plant and Equipment, at Cost:
|
||||||||
Land
|
|
991
|
982 | |||||
Buildings and improvements
|
|
32,188
|
31,904 | |||||
Machinery, equipment and furniture
|
|
69,854
|
64,155 | |||||
Construction in progress
|
|
1,200
|
522 | |||||
|
|
|
|
|||||
Subtotal
|
|
104,233
|
97,563 | |||||
Less: accumulated depreciation and amortization
|
|
73,113
|
66,996 | |||||
|
|
|
|
|||||
Net property, plant and equipment
|
|
31,120
|
30,567 | |||||
|
|
|
|
|||||
Other Assets:
|
||||||||
Goodwill
|
|
114,186
|
89,241 | |||||
Other intangible assets, net
|
|
83,197
|
60,243 | |||||
Right-of-use
|
|
6,336
|
|
— | ||||
Deferred income taxes
|
|
7,647
|
156 | |||||
Other assets
|
|
585
|
510 | |||||
|
|
|
|
|||||
Total other assets
|
|
211,951
|
150,150 | |||||
|
|
|
|
|||||
Total assets
|
$
|
405,261
|
$ | 325,478 | ||||
|
|
|
|
As of September 30,
|
2020
|
2019 | ||||||
Liabilities and Shareholders’ Equity
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
11,969
|
$ | 7,238 | ||||
Accrued employee compensation costs
|
|
16,661
|
7,938 | |||||
Current portion of acquisition consideration
|
|
12,619
|
— | |||||
Current operating lease obligations
|
|
1,789
|
— | |||||
Current government grant obligations
|
|
600
|
— | |||||
Other accrued expenses
|
|
5,362
|
3,758 | |||||
Income taxes payable
|
|
3,524
|
1,980 | |||||
|
|
|
|
|||||
Total current liabilities
|
|
52,524
|
20,914 | |||||
|
|
|
|
|||||
Non-Current
Liabilities:
|
||||||||
Acquisition consideration
|
|
13,290
|
32,202 | |||||
Post-employment benefits
|
|
2,493
|
2,500 | |||||
Fair value of interest rate swaps
|
|
713
|
— | |||||
Long-term operating lease obligations
|
|
4,678
|
— | |||||
Long-term debt
|
|
68,824
|
75,824 | |||||
Government grant obligations
|
|
|
10,524
|
|
|
|
—
|
|
Long-term income taxes payable
|
|
549
|
549 | |||||
Deferred income taxes
|
|
3,804
|
2,522 | |||||
|
|
|
|
|||||
Other non-current liabilities
|
|
|
233
|
|
|
|
—
|
|
|
|
|
|
|||||
Total
non-current
liabilities
|
|
105,108
|
113,597 | |||||
|
|
|
|
|||||
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, 43,068,842 and 42,712,296 issued, respectively
|
|
—
|
|
— | ||||
Additional
paid-in
capital
|
|
140,195
|
132,834 | |||||
Retained earnings
|
|
109,294
|
63,108 | |||||
Accumulated other comprehensive loss
|
|
(1,860
|
)
|
(4,975 | ) | |||
|
|
|
|
|||||
Total shareholders’ equity
|
|
247,629
|
190,967 | |||||
|
|
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
405,261
|
$ | 325,478 | ||||
|
|
|
|
Common
Shares Issued |
Additional
Paid-in
Capital |
Retained
Earnings |
Accum Other
Comp Income (Loss) |
Total | ||||||||||||||||
Balance at September 30, 2017
|
42,207 |
$
|
125,608 |
$
|
46,923 |
$
|
(2,946 | ) |
$
|
169,585 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash dividends paid - $0.500 per share
|
— | — | (21,170 | ) | — | (21,170 | ) | |||||||||||||
Conversion of restricted share units and exercise of stock options
|
193 | 183 | — | — | 183 | |||||||||||||||
Stock compensation expense
|
— | 3,402 | — | — | 3,402 | |||||||||||||||
Net earnings
|
— | — | 23,849 | — | 23,849 | |||||||||||||||
Foreign currency translation adjustment
|
— | — | — | (1,075 | ) | (1,075 | ) | |||||||||||||
Hedging activity, net of tax
|
— | — | — | 644 | 644 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2018
|
42,400 | 129,193 | 49,602 | (3,377 | ) | 175,418 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash dividends paid - $0.250 per share
|
— | — | (10,612 | ) | — | (10,612 | ) | |||||||||||||
Conversion of restricted share units and exercise of stock options
|
312 | 390 | — | — | 390 | |||||||||||||||
Stock compensation expense
|
— | 3,251 | — | — | 3,251 | |||||||||||||||
Net earnings
|
— | — | 24,382 | — | 24,382 | |||||||||||||||
Foreign currency translation adjustment
|
— | — | — | (802 | ) | (802 | ) | |||||||||||||
Hedging activity, net of tax
|
— | — | — | (944 | ) | (944 | ) | |||||||||||||
Adoption of ASU
2014-09
|
— | — | (116 | ) | — | (116 | ) | |||||||||||||
Adoption of ASU
2018-02
|
— | — | (148 | ) | 148 | — | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2019
|
42,712 | 132,834 | 63,108 | (4,975 | ) | 190,967 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Conversion of restricted share units exercise of stock options
|
357 | 3,559 | — | — | 3,559 | |||||||||||||||
Stock compensation expense
|
— | 3,802 | — | — | 3,802 | |||||||||||||||
Net earnings
|
— | — | 46,186 | — | 46,186 | |||||||||||||||
Foreign currency translation adjustment
|
— | — | — | 3,884 | 3,884 | |||||||||||||||
Hedging activity, net of tax
|
— | — | — | (769 | ) | (769 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at September 30, 2020
|
43,069 | $ | 140,195 | $ | 109,294 | $ | (1,860 | ) | $ | 247,629 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Summary of Significant Accounting Policies
|
(a)
|
Nature of Business
-
|
(b)
|
Principles of Consolidation -
|
(c)
|
Use of Estimates
-
|
(d)
|
Foreign Currency Translation
year-end
exchange rates with gains or losses resulting from translation included as a separate component of accumulated other comprehensive income or loss. Revenues and expenses are translated using exchange rates prevailing during the year. We also recognize foreign currency transaction gains and losses on certain assets and liabilities that are denominated in the Australian dollar, British pound, Canadian dollar, Chinese yuan, Euro, and New Israeli shekel currencies. These gains and losses are included in other income and expense in the accompanying Consolidated Statements of Operations.
|
(e)
|
Cash, Cash Equivalents and Investments
-
The primary objectives of our investment activities are to preserve capital and provide sufficient liquidity to meet operating requirements and fund strategic initiatives such as acquisitions. We maintain a written investment policy that governs the management of our investments in fixed income securities. This policy, among other things, provides that we may purchase only high credit-quality securities that have short-term ratings of at least A-2, P-2 and F-2, and long-term ratings of at least A, Baa1 and A, by Standard & Poor’s, Moody’s and Fitch, respectively, at the time of purchase. We consider short-term investments with original maturities of 90 days or less to be cash equivalents, including institutional money market funds. At times our investments of cash and equivalents with various high credit quality financial institutions may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit.
|
As of September 30,
|
2020
|
2019
|
||||||||||||||
Institutional money market funds
|
$
|
1,017
|
$
|
20,913
|
||||||||||||
Cash
on hand, unrestricted
|
|
|
52,497
|
|
|
|
41,484
|
|
||||||||
|
|
|
|
|||||||||||||
Total
|
$
|
53,514
|
|
$
|
62,397
|
|||||||||||
|
|
|
|
(f)
|
Inventories
or net realizable value
. Cost is determined on a
first-in,
first-out
(FIFO) basis. Testing instruments are carried in inventory until they are sold outright or placed with a customer under the customer reagent rental program, at which time they are transferred to property, plant and equipment.
|
(g)
|
Property, Plant and Equipment
write-off
the cost over the estimated useful lives, generally as follows:
|
(h)
|
Intangible Assets -
|
2020
|
2019 | |||||||||||||||
As of September 30,
|
Gross
Carrying Value |
Accum.
Amort. |
Gross
Carrying Value |
Accum.
Amort. |
||||||||||||
Manufacturing technologies, core products and cell lin
es
|
|
$
|
62,363
|
|
|
$
|
18,750
|
|
|
$
|
56,193
|
|
|
$
|
15,096
|
|
Tradenames, licenses and patents
|
18,425
|
7,801
|
14,494 | 6,094 | ||||||||||||
Customer
l
ists,
custo
mer relationships
and supply agre
e
ments
|
|
45,071
|
|
16,210
|
24,274 | 14,110 | ||||||||||
Government grants
|
|
810
|
|
810
|
814 | 232 | ||||||||||
Non-compete
agreements
|
|
110
|
|
11
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|||||||||
$
|
126,779
|
$
|
43,582
|
$ | 95,775 | $ | 35,532 | |||||||||
|
|
|
|
|
|
|
|
(i)
|
Revenue Recognition and Accounts Receivable
|
2020 vs.
2019 |
2019 vs.
2018 |
|||||||||||||||||||
2020 | 2019 | 2018 | Inc (Dec) | Inc (Dec) | ||||||||||||||||
Diagnostics-
|
||||||||||||||||||||
Americas
|
$ | 97,228 | $ | 110,109 | $ | 123,916 | (12 | )% | (11 | )% | ||||||||||
EMEA
|
21,826 | 23,888 | 23,922 |
(9
|
)%
|
—
|
% | |||||||||||||
ROW
|
2,078 | 2,685 | 2,616 | (23 | )% | 3 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Diagnostics
|
121,132 | 136,682 | 150,454 | (11 | )% | (9 | )% | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Life Science-
|
||||||||||||||||||||
Americas
|
37,391 | 19,441 | 21,080 | 92 | % | (8 | )% | |||||||||||||
EMEA
|
58,125 | 28,850 | 24,715 | 101 | % | 17 | % | |||||||||||||
ROW
|
37,019 | 16,041 | 17,322 | 131 | % | (7 | )% | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Life Science
|
132,535 | 64,332 | 63,117 | 106 | % | 2 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Consolidated
|
$ | 253,667 | $ | 201,014 | $ | 213,571 | 26 | % | (6 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
2020 vs.
2019 |
2019 vs.
2018 |
|||||||||||||||||||
2020 | 2019 | 2018 | Inc (Dec) | Inc (Dec) | ||||||||||||||||
Diagnostics-
|
||||||||||||||||||||
Molecular assays
|
$ | 21,907 | $ | 26,283 | $ | 33,709 | (17 | )% | (22 | )% | ||||||||||
Non-molecular assays
|
99,225 | 110,399 | 116,745 | (10 | )% | (5 | )% | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Diagnostics
|
$ | 121,132 | $ | 136,682 | $ | 150,454 | (11 | )% | (9 | )% | ||||||||||
Life Science-
|
||||||||||||||||||||
Molecular reagents
|
$ | 78,431 | $ | 23,261 | $ | 24,533 | 237 | % | (5 | )% | ||||||||||
Immunological reagents
|
54,104 | 41,071 | 38,584 | 32 | % | 6 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Life Science
|
$ | 132,535 | $ | 64,332 | $ | 63,117 | 106 | % | 2 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
2020 vs.
2019 |
2019 vs.
2018 |
|||||||||||||||||||
2020 | 2019 | 2018 | Inc (Dec) | Inc (Dec) | ||||||||||||||||
Diagnostics-
|
||||||||||||||||||||
Gastrointestinal assays
|
$ | 55,040 | $ | 68,982 | $ | 78,803 | (20 | )% | (12 | )% | ||||||||||
Respiratory illness assays
|
26,694 | 26,622 | 28,911 | — | % | (8 | )% | |||||||||||||
Blood chemistry assays
|
17,534 | 18,639 | 19,109 |
(6
|
)
%
|
(2
|
)
%
|
|||||||||||||
Other
|
21,864 | 22,439 | 23,631 | (3 | )% | (5 | )% | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Diagnostics
|
$ | 121,132 | $ | 136,682 | $ | 150,454 | (11 | )% | (9 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
(j)
|
Fair Value Measurements
–
Certain assets and liabilities are recorded at fair value in accordance with ASC
820-10,
Fair Value Measurements and Disclosures
820-10
defines fair value as the price that would be received to sell an asset or would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC
820-10
establishes a three-level hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy level assigned to each asset and liability is based on the assessment of the transparency and reliability of the inputs used in the valuation of such items at the measurement date based on the lowest level of input that is significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (
L
evel 3 measurements).
|
|
|
|
|
|
Fair Value Measurements Using
Inputs Considered as
|
|
||||||||||
|
|
Carrying
Value
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
||||
Interest rate swaps (see Note 6) -
|
|
|
|
|
||||||||||||
As of September 30, 2020
|
|
$
|
(713
|
)
|
|
$
|
—
|
|
|
$
|
(713
|
)
|
|
$
|
—
|
|
As of September 30, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Contingent consideration -
|
|
|
|
|
||||||||||||
As of September 30, 2020
|
|
$
|
(20,909
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20,909
|
)
|
As of September 30, 2019
|
|
$
|
(27,202
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,202
|
)
|
(k)
|
Research and Development Costs
|
(l)
|
Income Taxes
|
(m)
|
Stock-Based Compensation
8
(b).
|
(n)
|
Comprehensive Income (Loss)
|
(o)
|
Shipping and Handling Costs
|
(p)
|
Non-Income
Government-Assessed Taxes
non-income,
government-assessed taxes (sales, use and value-added) collected from customers and remitted by us to appropriate revenue authorities, on a net basis (excluded from net revenues) in the accompanying
Consolidated
Statements of Operations.
|
(q)
|
Recent Accounting Pronouncements –
|
(r)
|
Reclassifications -
Certain reclassifications have been made to the prior fiscal year financial statements to conform to the current year presentation. Such reclassifications had no impact on net earnings or shareholders’ equity.
|
(2)
|
Business Combinations
|
|
PRELIMINARY
|
|
||||||||||
|
April 30,
2020
(as initially
reported) |
|
|
Measurement
Period Adjustments |
|
|
April 30,
2020
(as adjusted)
|
|
||||
Fair value of assets acquired -
|
|
|
|
|||||||||
Cash
|
|
$
|
5,006
|
|
$
|
—
|
|
|
$
|
5,006
|
||
Accounts receivable
|
|
|
637
|
|
|
—
|
|
|
637
|
|||
Inventories
|
|
|
4,329
|
|
|
—
|
|
|
4,329
|
|||
Other current assets
|
|
|
851
|
|
|
1,825
|
|
|
2,676
|
|||
Property, plant and equipment
|
|
|
544
|
|
|
76
|
|
|
620
|
|||
Goodwill
|
|
|
29,288
|
|
|
(4,822
|
)
|
|
|
24,466
|
||
Other intangible assets (estimated useful life):
|
|
|
|
|||||||||
Non-compete
agreement (5 years)
|
|
|
120
|
|
|
(10
|
)
|
|
|
110
|
||
Trade name (10 years)
|
|
|
3,540
|
|
|
320
|
|
|
3,860
|
|||
Technology (15 years)
|
|
|
5,590
|
|
|
530
|
|
|
6,120
|
|||
Customer relationships (10 years)
|
|
|
19,370
|
|
|
1,270
|
|
|
20,640
|
|||
Right-of-use
|
|
|
1,358
|
|
|
(47
|
)
|
|
|
1,311
|
||
Deferred tax assets, net
|
|
|
5,566
|
|
|
1,151
|
|
|
6,717
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,199
|
|
|
293
|
|
|
76,492
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of liabilities assumed -
|
|
|
|
|||||||||
Accounts payable and accrued expenses (including
c
urrent portion of lease and government grant
o
bligations)
|
|
|
7,757
|
|
|
251
|
|
|
8,008
|
|||
Long-term lease obligations
|
|
|
1,054
|
|
|
42
|
|
|
1,096
|
|||
Long-term government grant obligations
|
|
|
10,792
|
|
|
—
|
|
|
10,792
|
|||
Other
non-current
liabilities
|
|
|
291
|
|
|
—
|
|
|
291
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,894
|
|
|
293
|
|
|
20,187
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consideration paid (including $8,068 to pay
|
|
$
|
56,305
|
|
$
|
—
|
|
|
$
|
56,305
|
||
|
|
|
|
|
|
|
|
|
|
|
|
(i) |
a $50,000 cash payment on June 3, 2019, subject to a working capital adjustment and a holdback of $5,000 to secure selling party’s performance of certain post-closing obligations;
|
(ii) |
one $4,000 installment and one $10,000 installment contingent upon the achievement of certain product development milestones if achieved by September 30, 2022 (originally two
$10,000 installments contingent upon the achievement of certain product development milestones if achieved by September 30, 2020 and March 31, 2021,
respectively); and
|
(iii) |
up to $50,000 of contingent consideration payable if certain financial performance targets are achieved during the twelve-month period ending September 30, 2022.
|
Fair value of assets acquired -
|
||||||||
Accounts receivable
|
$ | 57 | ||||||
Inventories
|
1,511 | |||||||
Other current assets
|
84 | |||||||
Property, plant and equipment
|
1,424 | |||||||
Goodwill
|
34,582 | |||||||
Other intangible assets (estimated useful life):
|
||||||||
License agreement (10 years)
|
5,990 | |||||||
Technology (15 years)
|
34,136 | |||||||
Government grant (1.33 years)
|
800 | |||||||
|
|
|||||||
78,584 | ||||||||
Fair value of liabilities assumed -
|
||||||||
Accounts payable and accrued expenses
|
1,058 | |||||||
|
|
|||||||
Total consideration paid (including contingent
consideration
originally
estimated at $27,202)
|
$ | 77,526 | ||||||
|
|
Year Ended September 30,
|
2020
|
2019
|
||||||
Net Revenues
|
$
|
261,131
|
$ | 214,821 | ||||
Net Earnings
|
$
|
45,701
|
$ | 8,173 |
Year Ended September 30,
|
2020
|
2019
|
||||||
Adjustments to Net Revenues
|
||||||||
Exalenz and GenePOC pre-acquisition revenues
|
$
|
7,464
|
|
$ | 13,807 | |||
|
|
|
|
|||||
Adjustments to Net Earnings
|
||||||||
Exalenz and GenePOC pre-acquisition net losses
|
$
|
(6,423
|
)
|
$ | (13,598 | ) | ||
Pro forma adjustments:
|
||||||||
Meridian acquisition-related costs
|
|
3,890
|
|
— | ||||
Exalenz transaction-related costs
|
|
4,550
|
|
— | ||||
Gain on Exalenz purchase price currency contracts
|
|
|
(845
|
)
|
|
|
—
|
|
Remove net impact of non-continuing personnel, locations or activities
|
|
(305
|
)
|
3,022 | ||||
Incremental depreciation and amortization
|
|
(1,680
|
)
|
(5,358 | ) | |||
Incremental interest costs
,
|
|
(183
|
)
|
(1,477 | ) | |||
Tax effects of pro forma
adjustments and recognizing benefit on resulting Exalenz losses
|
|
511
|
|
1,202 | ||||
|
|
|
|
|||||
Total Adjustments to Net Earnings
|
$
|
(485
|
) | $ | (16,209 | ) | ||
|
|
|
|
(3)
|
Restructuring
|
Year Ended September 30,
|
2020
|
2019 | 2018 | |||||||||
Severance, other termination benefits and related costs
|
$
|
601
|
$ | 2,046 | $ | 5,012 | ||||||
Lease and other contract termination fees
|
|
86
|
54 | 353 | ||||||||
Loss on fixed asset disposals and inventory scrap
|
|
—
|
528 | 225 | ||||||||
Other
|
|
—
|
211 | 742 | ||||||||
|
|
|
|
|
|
|||||||
Total
|
$
|
687
|
$ | 2,839 | $ | 6,332 | ||||||
|
|
|
|
|
|
Employee
Separation and Related Costs |
Lease and
Other Contract Termination Fees |
Other
|
Total
|
|||||||||||||
Balance at September 30, 2018
|
$ | 987 | $ | 33 | $ | 6 | $ | 1,026 | ||||||||
Restructuring charges
|
2,810 | 54 |
211
|
3,075 | ||||||||||||
Reversal of prior period accruals
|
(401 | ) |
(32
|
)
|
(61
|
)
|
(494 | ) | ||||||||
Payments
|
(2,386 | ) | (43 | ) | (42 | ) | (2,471 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at September 30, 2019
|
$ | 1,010 | $ | 12 | 114 | $ | 1,136 | |||||||||
Restructuring charges
|
642 | 86 | — | 728 | ||||||||||||
Reversal of prior period accruals
|
(41 | ) | — | — | (41 | ) | ||||||||||
Payments
|
(1,565 | ) | (98 | ) | (114 | ) | (1,777 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance at September 30, 2020
|
$ | 46 | $ | — | $ | — | $ | 46 | ||||||||
|
|
|
|
|
|
|
|
(4)
|
Inventories
|
As of September 30,
|
2020
|
2019 | ||||||
Raw materials
|
$
|
11,966
|
$ | 7,455 | ||||
Work-in-process
|
|
19,477
|
11,504 | |||||
Finished goods - instruments
|
|
1,594
|
935 | |||||
Finished goods - kits and reagents
|
|
28,227
|
19,723 | |||||
|
|
|
|
|||||
Total
|
$
|
61,264
|
$ | 39,617 | ||||
|
|
|
|
(5)
|
Leasing Arrangements
|
September
30,
2020 |
||||
2021
|
$ | 2,002 | ||
2022
|
1,744 | |||
2023
|
1,271 | |||
2024
|
978 | |||
2025
|
691 | |||
Thereafter
|
282 | |||
|
|
|||
Total lease payments
|
6,968 | |||
Less amount of lease payment representing interest
|
(501 | ) | ||
|
|
|||
Total present value of lease payments
|
$ | 6,467 | ||
|
|
|
September 30,
2019 |
|||
2020
|
$ | 1,528 | ||
2021
|
1,451 | |||
2022
|
1,293 | |||
2023
|
967 | |||
2024
|
712 | |||
Thereafter
|
616 | |||
|
|
|||
Total
|
$ | 6,567 | ||
|
|
(6)
|
Bank Credit Arrangements
|
(7)
|
Income Taxes
|
(a)
|
Earnings before income taxes, and the related provision for income taxes for the years ended September 30, 2020, 2019 and 2018 were as follows:
|
Year Ended September 30,
|
2020
|
2019 | 2018 | |||||||||
Domestic
|
$
|
9,068
|
$ | 23,954 | $ | 27,787 | ||||||
Foreign
|
|
50,225
|
7,603 | 2,593 | ||||||||
|
|
|
|
|
|
|||||||
Total earnings before income taxes
|
$
|
59,293
|
$ | 31,557 | $ | 30,380 | ||||||
|
|
|
|
|
|
|||||||
Provision (credit) for income taxes -
|
||||||||||||
Federal -
|
||||||||||||
Current
|
$
|
1,173
|
|
$ | 5,001 | $ | 6,030 | |||||
Temporary differences
|
||||||||||||
Fixed asset basis differences and depreciation
|
|
960
|
|
288 | 410 | |||||||
Intangible asset basis differences and amortization
|
|
753
|
|
(797 | ) | (4,052 | ) | |||||
Currently
non-deductible
expenses and reserves
|
|
(1,001
|
)
|
241 | 1,206 | |||||||
Stock-based compensation
|
|
(41
|
)
|
(109 | ) | 1,379 | ||||||
Net operating loss carryforwards utilized
|
|
26
|
|
69 | 61 | |||||||
Tax credit carryforwards utilized
|
|
—
|
|
— | 181 | |||||||
Other, net
|
|
47
|
|
(169 | ) | (148 | ) | |||||
|
|
|
|
|
|
|||||||
Subtotal
|
|
1,917
|
4,524 | 5,067 | ||||||||
State and local
|
|
1,170
|
834 | 1,066 | ||||||||
Foreign
|
|
10,020
|
1,817 | 398 | ||||||||
|
|
|
|
|
|
|||||||
Total income tax provision
|
$
|
13,107
|
$ | 7,175 | $ | 6,531 | ||||||
|
|
|
|
|
|
(b) |
The following is a reconciliation between the statutory U.S.
income
tax rate and the effective rate derived by dividing the provision for income taxes by earnings before income taxes:
|
(c) |
The components of net deferred taxes were as follows:
|
As of September 30,
|
2020
|
2019 | ||||||
Deferred tax assets -
|
||||||||
Valuation reserves and
non-deductible
expenses
|
$
|
4,848
|
$ | 1,253 | ||||
Stock compensation expense not deductible
|
|
1,804
|
2,158 | |||||
Net operating loss and tax credit carryforwards
|
|
10,164
|
494 | |||||
Basis difference in equity-method investee
|
|
302
|
302 | |||||
Inventory basis differences
|
|
382
|
289 | |||||
Other
|
|
207
|
125 | |||||
|
|
|
|
|||||
Subtotal
|
|
17,707
|
4,621 | |||||
Less valuation allowance
|
|
(302
|
)
|
(408 | ) | |||
|
|
|
|
|||||
Deferred tax assets
|
|
17,405
|
4,213 | |||||
|
|
|
|
|||||
Deferred tax liabilities -
|
||||||||
Fixed asset basis differences and depreciation
|
|
(4,269
|
)
|
(2,205 | ) | |||
Intangible asset basis differences and amortization
|
|
(9,293
|
)
|
(4,374 | ) | |||
|
|
|
|
|||||
Deferred tax liabilities
|
|
(13,562
|
)
|
(6,579 | ) | |||
|
|
|
|
|||||
Net deferred tax
assets (
liabilities
)
|
$
|
3,843
|
|
$ | (2,366 | ) | ||
|
|
|
|
2020
|
2019 | |||||||
Unrecognized income tax benefits at beginning of year
|
$
|
509
|
$ | 388 | ||||
Additions for tax positions of prior years
|
|
—
|
83 | |||||
Reductions for tax positions of prior years
|
|
—
|
(38
|
) | ||||
Additions for tax positions of current year
|
|
104
|
138 | |||||
|
|
|
|
|||||
Tax examination and other settlements
|
|
|
(45
|
)
|
|
|
(62
|
)
|
Unrecognized income tax benefits at end of year
|
$
|
568
|
$ | 509 | ||||
|
|
|
|
(
8
)
|
Employee Benefits
|
(a)
|
Savings and Investment Plan
|
(b)
|
Stock-Based Compensation Plans
|
Year ended September 30,
|
2020
|
2019 | 2018 | |||||||||
Risk-free interest rates
|
|
1.60
|
%
|
2.99 |
%
|
2.10 | % | |||||
Dividend yield
|
|
0
|
%
|
3.3 |
%
|
3.3 | % | |||||
Life of option
|
|
6.51 yrs.
|
|
6.51 yrs. | 6.47 yrs. | |||||||
Share price volatility
|
|
34
|
%
|
29 |
%
|
30 | % | |||||
Forfeitures (by employee group)
|
|
0%-16%
|
|
0%-16%
|
0%-16%
|
Options |
Wtd Avg
Exercise Price |
Wtd Avg
Remaining Life (Yrs) |
Aggregate
Intrinsic Value |
|||||||||||||
Outstanding beginning of period
|
990 | $ | 17.36 | |||||||||||||
Grants
|
367 | 10.07 | ||||||||||||||
Exercises
|
(203 | ) | 17.83 | |||||||||||||
Forfeitures
|
(2 | ) | 14.74 | |||||||||||||
Cancellations
|
(49 | ) | 21.62 | |||||||||||||
Outstanding end of period
|
1,103 | $ | 14.67 | 6.89 | $ | 3,483 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Exercisable end of period
|
674 | $ | 16.86 | 5.80 | $ |
984
|
||||||||||
|
|
|
|
|
|
|
|
Options |
Weighted-
Average Grant Date Fair Value |
|||||||
Nonvested beginning of period
|
209 | $ | 3.24 | |||||
Granted
|
367 | 3.54 | ||||||
Vested
|
(145 | ) | 3.64 | |||||
Forfeitures
|
(2 | ) | 3.11 | |||||
|
|
|
|
|||||
Nonvested end of period
|
429 | $ | 3.36 | |||||
|
|
|
|
(9)
|
Contingent Obligations and
Non-Current
Liabilities
|
|
(10)
|
Reportable Segments and Major Concentration Data
|
Year Ended September 30,
|
2020
|
2019 | 2018 | |||||||||
United States and territories
|
$
|
95,382
|
$ | 107,890 | $ | 121,609 | ||||||
Italy
|
|
9,797
|
10,911 | 10,398 | ||||||||
United Kingdom
|
|
2,312
|
2,396 | 2,340 | ||||||||
France
|
|
2,238
|
2,446 | 2,353 | ||||||||
Belgium
|
|
1,440
|
1,468 | 1,711 | ||||||||
Holland
|
|
1,183
|
1,413 | 1,454 | ||||||||
Japan
|
|
848
|
1,572 | 1,307 | ||||||||
Other countries
|
|
7,932
|
8,586 | 9,282 | ||||||||
|
|
|
|
|
|
|||||||
Total Diagnostics
|
$
|
121,132
|
$ | 136,682 | $ | 150,454 | ||||||
|
|
|
|
|
|
Year Ended September 30,
|
2020
|
2019 | 2018 | |||||||||
United States and territories
|
$
|
36,689
|
$ | 18,931 | $ | 20,468 | ||||||
China
|
|
19,047
|
8,464 | 8,347 | ||||||||
United Kingdom
|
|
14,765
|
4,709 | 5,201 | ||||||||
Germany
|
|
|
14,190
|
|
|
|
12,663
|
|
|
8,108
|
||
Spain
|
|
7,242
|
4,414 | 4,187 | ||||||||
Australia
|
|
5,957
|
3,458 | 3,631 | ||||||||
France
|
|
5,579
|
2,200 | 2,040 | ||||||||
Italy
|
|
|
4,067
|
|
|
|
1,357
|
|
|
971
|
||
Japan
|
|
|
3,707
|
|
|
|
1,624
|
|
|
1,932
|
||
Holland
|
|
3,212
|
710 | 715 | ||||||||
Indonesia
|
|
3,027
|
169 | 162 | ||||||||
Turkey
|
|
|
2,819
|
|
|
|
290
|
|
|
188
|
||
Finland
|
|
|
2,518
|
|
|
|
500
|
|
|
467
|
||
India
|
|
|
2,099
|
|
|
|
143
|
|
|
251
|
||
South Korea
|
|
1,908
|
1,134 | 2,044 | ||||||||
Other countries
|
|
5,709
|
3,566 | 4,405 | ||||||||
|
|
|
|
|
|
|||||||
Total Life Science
|
$
|
132,535
|
$ | 64,332 | $ | 63,117 | ||||||
|
|
|
|
|
|
As of September 30,
|
|
2020
|
|
|
2019
|
|
||
Israel
|
|
$
|
70,097
|
|
$
|
—
|
|
|
United Kingdom
|
|
|
27,373
|
|
|
22,963
|
||
Germany
|
|
|
12,877
|
|
|
7,141
|
||
Canada
|
|
|
9,865
|
|
|
6,807
|
||
Italy
|
|
|
7,858
|
|
|
7,557
|
||
|
|
|
|
|
|
|
|
Diagnostics | Life Science | Corporate(1) | Eliminations(2) | Total | ||||||||||||||||
Fiscal 2020
|
|
|||||||||||||||||||
Net revenues -
|
||||||||||||||||||||
Third-party
|
$ | 121,132 | $ | 132,535 | $ | — | $ | — | $ | 253,667 | ||||||||||
Inter-segment
|
326 | 261 | — | (587 | ) | — | ||||||||||||||
Operating income
|
3,885 | 68,826 | (11,437 | ) |
50
|
61,324 | ||||||||||||||
Depreciation and amortization
|
11,451 | 2,116 | — | — | 13,567 | |||||||||||||||
Capital expenditures
|
1,850 | 1,449 | — | — | 3,299 | |||||||||||||||
Goodwill
|
94,855 | 19,331 | — | — | 114,186 | |||||||||||||||
Other intangible assets, net
|
83,179 | 18 | — | — | 83,197 | |||||||||||||||
Total assets
|
306,812 | 98,483 | — | (34 | ) | 405,261 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fiscal 2019
|
||||||||||||||||||||
Net revenues -
|
||||||||||||||||||||
Third-party
|
$ | 136,682 | $ | 64,332 | $ | — | $ | — | $ | 201,014 | ||||||||||
Inter-segment
|
462 | 361 | — | (823 | ) | — | ||||||||||||||
Operating income
|
25,390 | 17,581 | (10,373 | ) | 101 | 32,699 | ||||||||||||||
Depreciation and amortization
|
7,676 | 2,288 | — | — | 9,964 | |||||||||||||||
Capital expenditures
|
2,049 | 1,748 | — | — | 3,797 | |||||||||||||||
Goodwill
|
70,395 | 18,846 | — | — | 89,241 | |||||||||||||||
Other intangible assets, net
|
59,807 | 436 | — | — | 60,243 | |||||||||||||||
Total assets
|
255,169 | 70,392 | — | (83 | ) | 325,478 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes Restructuring and Selected Legal Costs of $2,080, $2,596 and $7,779 in fiscal years 2020, 2019 and 2018, respectively.
|
(2)
|
Eliminations consist of inter-segment transactions.
|
Year Ended September 30,
|
2020
|
2019 | 2018 | |||||||||
Segment operating income
|
$
|
72,761
|
$ | 43,072 | $ | 46,660 | ||||||
Corporate expenses
|
|
(11,437
|
)
|
(10,373 | ) | (15,076 | ) | |||||
Interest income
|
|
142
|
681 | 418 | ||||||||
Interest expense
|
|
(2,632
|
)
|
(1,945 | ) | (1,520 | ) | |||||
Other, net
|
|
459
|
122 | (102 | ) | |||||||
|
|
|
|
|
|
|||||||
Consolidated earnings before income taxes
|
|
$
|
59,293
|
$ | 31,557 | $ | 30,380 | |||||
|
|
|
|
|
|
(11)
|
Commitments and Contingent
Obligations
|
(a)
|
Royalty Commitments -
as-earned
basis and recorded in the year earned as a component of cost of sales. Annual royalty expenses associated with these agreements were approximately $1,860, $2,107 and $2,579 for the fiscal years ended September 30, 2020, 2019 and 2018, respectively.
|
(b)
|
Purchase Commitments
-
|
(c)
|
Litigation -
|
On April 17, 2018, Magellan received a subpoena from the United States Department of Justice (“DOJ”) regarding its LeadCare product line. The subpoena outlines documents to be produced, and the Company is cooperating with the DOJ in this matter. The Company maintains rigorous policies and procedures to promote compliance with applicable regulatory agencies and requirements and is working with the DOJ to promptly respond to the subpoena, including responding to additional information requests. The Company has executed tolling agreements to extend the statute of limitations. The Company cannot predict when the investigation will be resolved, the outcome of the investigation, or its potential impact on the Company. Approximately $2,035, $1,585 and $775 of expense for attorneys’ fees related to this matter is included within the Consolidated Statements of Operations for fiscal 2020, 2019 and 2018, respectively.
|
(
d
)
|
Indemnifications -
|
(12)
|
Quarterly Financial Data (Unaudited)
|
For the Quarter Ended in Fiscal 2020
|
December 31
|
March 31
|
June 30
|
September 30
|
||||||||||||
Net revenues
|
$
|
47,421
|
$
|
57,296
|
$
|
84,797
|
$
|
64,153
|
||||||||
Gross profit
|
|
27,557
|
|
34,455
|
|
55,905
|
|
38,331
|
||||||||
Net earnings
|
|
2,827
|
|
9,359
|
|
27,507
|
|
6,493
|
||||||||
Basic earnings per common share
|
|
0.07
|
|
0.22
|
|
0.64
|
|
0.15
|
||||||||
Diluted earnings per common share
|
|
0.07
|
|
0.22
|
|
0.64
|
|
0.15
|
||||||||
Cash dividends per common share
|
|
—
|
|
—
|
|
—
|
|
—
|
For the Quarter Ended in Fiscal 2019
|
December 31 | March 31 | June 30 | September 30 | ||||||||||||
Net revenues
|
$ | 51,480 | $ | 50,248 | $ | 48,440 | $ | 50,846 | ||||||||
Gross profit
|
31,836 | 29,406 | 28,304 | 29,182 | ||||||||||||
Net earnings
|
8,106 | 7,094 | 5,079 | 4,103 | ||||||||||||
Basic earnings per common share
|
0.19 | 0.17 | 0.12 | 0.10 | ||||||||||||
Diluted earnings per common share
|
0.19 | 0.17 | 0.12 | 0.10 | ||||||||||||
Cash dividends per common share
|
0.125 | 0.125 | — | — |
(a)
|
(1) and (2) FINANCIAL STATEMENTS AND SCHEDULES.
|
(b)
|
(3) EXHIBITS.
|
Exhibit
Number
|
|
Description of Exhibit
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
10.1*
|
|
|
10.2*
|
|
|
10.3*
|
|
|
10.4*
|
|
|
10.5*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
10.11**
|
|
|
10.12**
|
|
|
10.13
|
|
|
10.14**
|
|
|
10.15
|
|
|
10.16
|
|
|
21
|
|
|
23
|
|
|
31.1
|
|
|
31.2
|
|
|
32***
|
|
|
101.INS
|
|
Inline XBRL Instance Document
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
*
|
Management Compensatory Contracts
|
**
|
Schedules to and certain portions of these exhibits have been omitted pursuant to Item 601(b)(2) of Regulation
S-K.
The omitted information is not material and would likely cause competitive harm to the Registrant if publicly disclosed. The Registrant hereby agrees to furnish a copy of any omitted schedule or other portion to the SEC upon request.
|
***
|
Furnished, not filed.
|
MERIDIAN BIOSCIENCE, INC.
|
||
By:
|
|
/s/ Jack Kenny
|
Date: November 23, 2020
|
||
Jack Kenny
|
||
Chief Executive Officer
|
Signature
|
|
Capacity
|
|
Date
|
/s/ Jack Kenny
|
|
Chief Executive Officer and Director
|
|
November 23, 2020
|
Jack Kenny
|
|
|
||
/s/ Bryan T. Baldasare
|
|
Executive Vice President, Chief
|
|
November 23, 2020
|
Bryan T. Baldasare
|
|
Financial Officer and Secretary
(Principal Financial and Accounting Officer)
|
|
|
/s/ David C. Phillips
|
|
Chairman of the Board
|
|
November 23, 2020
|
David C. Phillips
|
|
|
||
/s/ James M. Anderson
|
|
Director
|
|
November 23, 2020
|
James M. Anderson
|
|
|
||
/s/ Anthony P. Bihl III
|
|
Director
|
|
November 23, 2020
|
Anthony P. Bihl III
|
|
|
||
/s/ Dwight E. Ellingwood
|
|
Director
|
|
November 23, 2020
|
Dwight E. Ellingwood
|
|
|
||
/s/ John C. McIlwraith
|
|
Director
|
|
November 23, 2020
|
John C. McIlwraith
|
|
|
||
/s/ John M. Rice, Jr.
|
|
Director
|
|
November 23, 2020
|
John M. Rice, Jr.
|
|
|
||
/s/ Catherine A. Sazdanoff
|
|
Director
|
|
November 23, 2020
|
Catherine A. Sazdanoff
|
|
|
||
/s/ Felicia Williams
|
|
Director
|
|
November 23, 2020
|
Felicia Williams
|
|
|
Description
|
|
Balance at
Beginning of Period |
|
|
Charged to
Costs and Expenses |
|
|
Deductions
|
|
|
Other (a)
|
|
|
Balance at
End of Period |
|
|||||
Year Ended September 30, 2020:
|
|
|
|
|
|
|||||||||||||||
Allowance for doubtful accounts
|
|
$
|
537
|
|
$
|
34
|
|
$
|
(75
|
)
|
|
$
|
17
|
|
$
|
513
|
||||
Inventory realizability reserves
|
|
|
2,441
|
|
|
1,775
|
|
|
(564
|
)
|
|
|
(23
|
)
|
|
|
3,629
|
|||
Valuation allowances – deferred taxes
|
|
|
408
|
|
|
—
|
|
|
(106
|
)
|
|
|
—
|
|
|
302
|
||||
Year Ended September 30, 2019:
|
|
|
|
|
|
|||||||||||||||
Allowance for doubtful accounts
|
|
$
|
310
|
|
$
|
347
|
|
$
|
(100
|
)
|
|
$
|
(20
|
)
|
|
$
|
537
|
|||
Inventory realizability reserves
|
|
|
1,971
|
|
|
930
|
|
|
(448
|
)
|
|
|
(12
|
)
|
|
|
2,441
|
|||
Valuation allowances – deferred taxes
|
|
|
302
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
408
|
|||||
Year Ended September 30, 2018:
|
|
|
|
|
|
|||||||||||||||
Allowance for doubtful accounts
|
|
$
|
307
|
|
$
|
39
|
|
$
|
(32
|
)
|
|
$
|
(4
|
)
|
|
$
|
310
|
|||
Inventory realizability reserves
|
|
|
2,059
|
|
|
321
|
|
|
(405
|
)
|
|
|
(4
|
)
|
|
|
1,971
|
|||
Valuation allowances – deferred taxes
|
|
|
342
|
|
|
—
|
|
|
(40
|
)
|
|
|
—
|
|
|
302
|
(a)
|
Balances reflect the effects of currency translation.
|
Exhibit 10.6
MERIDIAN BIOSCIENCE, INC.
ISRAELI APPENDIX
TO THE
MERIDIAN BIOSCIENCE, INC. 2012 STOCK INCENTIVE PLAN
1. |
Special Provisions for Persons who are Israeli Taxpayers. |
1.1 This Israeli Appendix (the Appendix) to the Meridian Bioscience, Inc. 2012 Stock Incentive Plan, as amended from time to time (the Plan) is made and entered effective as of July 10, 2020 (the Appendix Effective Date). The provisions specified hereunder shall form an integral part of the Plan.
1.2 The provisions set forth in this Appendix apply only to Participants who are subject to taxation by the State of Israel with respect to Awards granted thereto (each, an Israeli Participant).
1.3 This Appendix applies with respect to Awards granted under the Plan as aforesaid. The purpose of this Appendix is to establish certain rules and limitations applicable to Awards that may be granted under the Plan to Israeli Participants from time to time, in compliance with the securities and other applicable laws currently in force in the State of Israel. All grants made pursuant to this Appendix shall be governed by the terms of the Plan and the terms of this Appendix. This Appendix is applicable only to grants made after the Appendix Effective Date. This Appendix is subject to the ITO (as defined below) and Section 102 (as defined below) in particular.
1.4 The Plan and this Appendix shall be read together with respect to Israeli Participants. In the event of a conflict between this Appendix and the Plan, this Appendix shall take precedence with respect to provisions relating to Section 102.
2. |
Definitions. |
Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Plan. The following additional definitions will apply to grants made pursuant to this Appendix:
3(i) Grant means an Award that is subject to taxation pursuant to Section 3(i) of the ITO which has been granted to any person who is NOT an Eligible 102 Participant.
102 Capital Gains Track means the tax track set forth in Section 102(b)(2) or Section 102(b)(3) of the ITO, as the case may be.
102 Capital Gains Track Grant means a 102 Trustee Grant elected and designated to qualify for the special tax treatment under the 102 Capital Gains Track.
102 Earned Income Track means the tax track set forth in Section 102(b)(1) of the ITO.
102 Earned Income Track Grant means a 102 Trustee Grant elected and designated to qualify for the ordinary income tax treatment under the 102 Earned Income Track.
102 Trustee Grant means an Award granted pursuant to Section 102(b) of the ITO and held in trust by a Trustee for the benefit of the Eligible 102 Participant, and includes 102 Capital Gains Track Grants and 102 Earned Income Track Grants, if and as applicable.
Affiliated Company means any legal entity that qualifies as an employing company within the meaning of Section 102(a) of the ITO.
Controlling Shareholder as defined under Section 32(9) of the ITO.
Election means the Companys election of the type (i.e., between 102 Capital Gains Track or 102 Earned Income Track) of 102 Trustee Grants that it will make under the Plan, as filed with the ITA.
Eligible 102 Participant means each of: (i) an individual who is employed by the Company or an Israeli resident Affiliated Company, and (ii) an individual who is serving as an office holder (including, for the removal of a doubt, a director) of the Company or an Israeli resident Affiliated Company in each case (both (i) and (ii) above) - who is not a Controlling Shareholder.
Fair Market Value means, without derogating from the definition in the Plan of the term of Fair Market Value and solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance, as follows: if at the Date of Grant the Companys shares are listed on any established stock exchange or a national market system or if the Companys shares will be registered for trading within ninety (90) days following the Date of Grant, the Fair Market Value of a Common Share on the date of grant shall be determined in accordance with the average value of the Companys shares on the thirty (30) trading days preceding the Date of Grant or on the thirty (30) trading days following the date of registration for trading, as the case may be.
ITA means the Israeli Tax Authority.
ITO or the Ordinance means the Israeli Income Tax Ordinance (New Version), 5721-1961 and the rules, regulations, orders or procedures promulgated thereunder and any amendments thereto, including specifically the ITO Rules, all as may be amended from time to time.
ITO Rules means the Income Tax Rules (Tax Benefits in Share Issuance to Employees), 5763-2003.
Non-Trustee Grant means an Award granted to an Eligible 102 Participant pursuant to Section 102(c) of the ITO.
Participant shall have the meaning ascribed to such term in the Plan, provided, however, that for the purpose of this Appendix, it is hereby clarified that any reference to the term Company in Section 4 of the Plan, and consequently, to the definition of a Participant, shall be deemed to specifically include also any and all Affiliated Companies, whether those are captured or not in the definition of the term Company in the Plan.
Required Holding Period means the requisite period prescribed by Section 102 and the ITO Rules, or such other period as may be required by the ITA, with respect to 102 Trustee Grants, during which an Award granted by the Company and the Common Share issued or delivered upon the exercise (in the case of Stock Options) or vesting and settlement (in the case of Restricted Share Units) of such Award must be held by the Trustee for the benefit of the person to whom it was granted. As of the Appendix Effective Date, the Required Holding Period for 102 Capital Gains Track Grants is 24 months from the date the Award is granted and deposited with the Trustee, provided that all the conditions set forth in Section 102 and the related regulations have been fulfilled.
Section 102 means the provisions of Section 102 of the ITO, as amended from time to time.
Trustee means a person or entity designated by the Board or the Committee to serve as a trustee and/or supervising trustee and approved by the ITA in accordance with the provisions of Section 102(a) of the ITO.
2
Trust Agreement means the agreement(s) between the Company and/or an Affiliated Company and the Trustee, regarding Awards granted under this Appendix, as in effect from time to time.
3. |
Types of Grants and Section 102 Election. |
3.1 Grants of Awards made pursuant to Section 102, shall be made pursuant to either (a) Section 102(b)(2) or Section 102(b)(3) of the ITO, as the case may be, as 102 Capital Gains Track Grants, or (b) Section 102(b)(1) of the ITO as 102 Earned Income Track Grants. The Companys Election regarding the type of 102 Trustee Grant it elects to make shall be filed with the ITA before any grant is made pursuant to such Election in accordance with Section 102 and shall also be applicable to any stock dividend and/or additional rights that are granted with respect to an Award which was granted as a 102 Trustee Grant. Once the Company has filed such Election, it may change the type of 102 Trustee Grant that it elects to make only in accordance with the provisions of Section 102(g) of the ITO (i.e., after the lapse of at least 12 months from the end of the calendar year in which the first grant was made pursuant to the previous Election). For the avoidance of doubt, such Election shall not prevent the Company from granting Non-Trustee Grants to Eligible 102 Participants at any time.
3.2 Eligible 102 Participants may receive only 102 Trustee Grants or Non-Trustee Grants under this Appendix. Israeli Participants who are not Eligible 102 Participants may be granted only 3(i) Grants under this Appendix.
3.3 No 102 Trustee Grants may be made effective pursuant to this Appendix until 30 days after the requisite filings required by the ITO and the ITO Rules have been filed with the ITA; provided, however, that if the ITA provides approval for such - 102 Trustee Grants may be made effective prior to the lapse of the aforementioned 30 day period.
3.4 The Award Agreement or other documents evidencing an Award granted or Common Shares issued or delivered pursuant to the Plan and this Appendix shall indicate, among others, whether the grant is a 102 Trustee Grant, a Non-Trustee Grant or a 3(i) Grant; and, if the grant is a 102 Trustee Grant, whether it is a 102 Capital Gains Track Grant or a 102 Earned Income Track Grant, the vesting provisions, the settlement provisions and the exercise price (if any and as applicable). For the avoidance of doubt, each Eligible 102 Participant granted a 102 Trustee Grant, shall be required to sign and deliver to the Trustee a consent letter (whether as part of the Award Agreement or as a stand-alone consent, as the case may be) which includes several statements under which the Israeli Participant, among others, (i) agrees to be subject to the Trust Agreement and agrees that the Trustee be released from any liability in respect of any action or decision duly taken and bona fide executed by it with respect to the Plan, this Appendix and/or any 102 Trustee Grants; (ii) declares that he/she understands and accepts the provisions of Section 102 and the applicable tax track and approves the tax arrangement contemplated thereby; and (iii) confirms that he/she shall neither sell nor transfer the Common Shares or any other right attributed thereto until the lapse of the Required Holding Period.
4. |
Terms And Conditions of 102 Trustee Grants. |
4.1 Each 102 Trustee Grant will be deemed granted on the date of, or the date stated in, the applicable Board or Committee resolution (as applicable) (i.e., the Date of Grant), in accordance with the provisions of Section 102 and the Trust Agreement.
4.2 Each 102 Trustee Grant, and any stock dividend and/or additional rights that are granted with respect to an Award which was granted as a 102 Trustee Grant, granted to an Eligible 102 Participant shall be held by the Trustee and each Common Share acquired pursuant to a 102 Trustee Grant shall be deposited in a trust account in the name of a Trustee and shall be held in trust for the benefit of the Eligible 102 Participant for the Required Holding Period. After the lapse of the Required Holding Period, the Trustee may release such Award and any such Common Shares, provided that (i)
3
the Trustee has received an acknowledgment from the ITA that the Eligible 102 Participant has paid any applicable tax due pursuant to the ITO; or (ii) the Trustee and/or the Company and/or the applicable Affiliated Company withhold any applicable tax due pursuant to the ITO. The Trustee shall not release any Award which is granted pursuant to a 102 Trustee Grant, or Common Shares issued thereunder and held by it, prior to the full payment of the Eligible 102 Participants tax liabilities.
4.3 Each 102 Trustee Grant (whether a 102 Capital Gains Track Grant or a 102 Earned Income Track Grant, as applicable), and any stock dividend and/or additional rights that are granted with respect to an Award which was granted as a 102 Trustee Grant, shall be subject to the relevant terms of Section 102 and the ITO, which shall be deemed an integral part of the 102 Trustee Grant and shall prevail over any term contained in the Plan, this Appendix or any Award Agreement that is not consistent therewith. Any provision of the ITO and any approvals by the ITA not expressly specified in this Appendix or any document evidencing a grant that are necessary to receive or maintain any tax benefit pursuant to Section 102, shall be binding on the Eligible 102 Participant. The Trustee and each Eligible 102 Participant who is granted a 102 Trustee Grant shall comply with the ITO and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee. For avoidance of doubt, it is reiterated that compliance with the ITO specifically includes compliance with the ITO Rules. Further, the Eligible 102 Participant agrees to execute any and all documents which the Company, the applicable Affiliated Company or the Trustee may reasonably determine to be necessary in order to comply with the provision of any applicable law, and, particularly, Section 102.
4.4 During the Required Holding Period, the Eligible 102 Participant shall not require the Trustee to release or sell the Award or the underlying Common Shares and other shares received subsequently following any realization of rights derived from Award or Common Shares (including stock dividends) to the Eligible 102 Participant or to a third party. Notwithstanding the foregoing, the Trustee may, pursuant to a written request and subject to applicable law, release and transfer such Common Shares to a designated third party, provided that both of the following conditions have been fulfilled prior to such transfer: (i) all taxes required to be paid upon the release and transfer of the Common Shares have been withheld for transfer to the ITA; and (ii) the Trustee has received written confirmation from the Company and the applicable Affiliated Company that all requirements for such release and transfer have been fulfilled according to the terms of the Companys corporate documents, the Plan, this Appendix, any applicable agreement and any applicable law. To avoid doubt, such sale or release during the Required Holding Period will result in different tax ramifications to the Eligible 102 Participant under Section 102 of the ITO and the ITO Rules and/or any other regulations or orders or procedures promulgated thereunder, which shall apply to and shall be borne solely by such Eligible 102 Participant.
4.5 In the event a stock dividend is declared and/or additional rights are granted with respect to Common Shares which were issued upon an exercise or vesting and settlement of an Award which was granted as a 102 Trustee Grant, such stock dividend and/or rights shall also be subject to the provisions of this Section 4 and the Required Holding Period for such stock dividend and/or rights shall be measured from the commencement of the Required Holding Period for the Award with respect to which the stock dividend was declared and/or rights granted. In the event of a cash dividend which applies to an Award or Common Shares, the Trustee and/or the Company and/or the Affiliated Companies shall deduct all taxes and mandatory payments from the dividend proceeds in compliance with applicable withholding requirements before transferring the dividend proceeds to the Eligible 102 Participant.
4.6 If an Award which is granted as a 102 Trustee Grant is exercised (in the case of Stock Options) or vests and settled (in the case of Restricted Share Units) during the Required Holding Period, the Common Shares issued or delivered upon such exercise or vesting and settlement, if and as applicable, shall be issued or delivered, as applicable, in the name of the Trustee for the benefit of the Eligible 102 Participant. If such Common Shares are issued or delivered, as applicable, after the Required Holding Period has lapsed, the Common Shares issued or delivered, as applicable, upon such
4
exercise or vesting and settlement shall, at the election of the Eligible 102 Participant, either (i) be issued or delivered, as applicable, in the name of the Trustee, or (ii) be transferred to the Eligible 102 Participant directly, provided that the Eligible 102 Participant first complies with all applicable provisions of the Plan, this Appendix and Section 102, and the Eligible 102 Participant pays all taxes which apply on the Common Shares or to such transfer of Common Shares.
4.7 To avoid doubt, in the event that an Award granted to Eligible 102 Participants pursuant to the Plan and this Appendix, is settled for cash (including, but not limited to, Restricted Share Units which may be settled in cash, as stipulated in Section 6(c)(v) of the Plan), such Award most likely will not be qualified as a 102 Trustee Grant. It is also clarified that various amendments to the Plan or to the terms of an Award that has already been granted, as well as the performance of some of the procedures stipulated in the Plan or the resolution of the Administrator to condition an Award with various terms and conditions may be subject to obtaining the prior-approval (ruling) of the ITA as a condition to having the 102 Capital Gains Track Grants continue to be subject to the 102 Capital Gains Track, including, without limitation, any process of (i) repricing (including as stipulated in Section 6(a)(v) of the Plan or any equivalent thereof), (ii) acceleration of vesting that has not been originally stipulated in the Award Agreement, (iii) cashless exercise (including as stipulated in Section 6(a)(vi)(A) of the Plan or any equivalent thereof), (iv) adjustments to the Exercise Price (including as stipulated in Section 8 of the Plan), whether pursuant to a distribution of dividend or changes in the Companys capital structure, and (v) any performance-based vesting (including any vesting that relies on Performance Goals, restrictions based upon the achievement of specific performance goals as stipulated in Section 6(c)(ii) or the Plan or any equivalent thereof).
Notwithstanding anything to the contrary in the Plan or this Appendix, it is hereby clarified that no put or call option provisions are deemed included in the Plan or this Appendix with respect to Awards which are intended to qualify as 102 Trustee Grants without first obtaining the prior approval from the ITA.
4.8 Upon receipt of a 102 Trustee Grant, the Eligible 102 Participant will sign an undertaking to release the Trustee, the Company and the Affiliated Companies from any liability in respect of any action or decision duly taken and bona fide executed in relation with this Appendix, or any 102 Trustee Grant Common Share granted to the Eligible 102 Participant thereunder.
5. |
Exercise Of Awards. |
Awards shall be exercised by the Eligible 102 Participant by giving written notice to the Company and/or to any third party designated by the Company (the Representative), in such form and method as may be determined by the Company (and subject to the terms stipulated in the Plan and/or in such form) and, when applicable, by the Trustee, in accordance with the requirements of Section 102, which exercise shall be effective except if otherwise set forth in the said form of notice - upon receipt of such notice by the Company and/or the Representative and the payment of the exercise price (if any) for the number of Common Shares with respect to which the Award is being exercised, at the Companys or the Representatives principal office. The notice shall specify the number of Common Shares with respect to which the Award is being exercised. Awards that are not required to be exercised, but rather become payable in accordance with the terms and conditions of the Award shall be settled in cash (without, for the removal of a doubt, derogating from the provisions of Sections 4.7 and 7 hereof), Common Shares, Restricted Shares, or a combination thereof, as determined by the Company.
6. |
Assignability. |
As long as an Award or Common Shares are held by the Trustee on behalf of the Eligible 102 Participant, none of the rights of the Eligible 102 Participant over the Award or the Common Shares nor any rights attributed thereto or derived therefrom may be (i) sold, assigned, pledged, given as collateral or mortgaged or otherwise transferred, other than by will or by operation of law, (ii) subject
5
of an attachment, power of attorney, a proxy or a share transfer deed (other than a power of attorney or a proxy or a voting agreement with respect to the Common Shares which was pre-approved by the Company) unless Section 102 and/or any tax ruling issued by the ITA with respect to 102 Trustee Grants allow otherwise. During the lifetime of the Eligible 102 Participant, each and all of such Eligible 102 Participants rights to purchase, or be delivered with, Common Shares under the Plan and this Appendix shall be exercisable by, or be delivered for the benefit of, the Eligible 102 Participant only. Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void.
7. |
Tax Consequences. |
7.1 Any tax consequences arising from the grant or exercise or vesting or settlement of any Award, from the payment for Common Shares covered thereby, or from any other event or act (of the Company, and/or its applicable Affiliated Company, and the Trustee or the Israeli Participant), hereunder, shall be borne solely by the Israeli Participant. The Company and/or its Affiliated Companies, and/or the Trustee shall be entitled to withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Israeli Participant shall agree to indemnify the Company and/or its Affiliated Companies and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to (i) the necessity to withhold, or to have withheld, any such tax from any payment made to the Israeli Participant, (ii) any taxes that should have been paid by the Israeli Participant in connection with the transfer of the Awards from the Trustee to a designated transferee, whether or not a payment was deemed to be made as part of such transfer, and (iii) any taxes that the Israeli Participant should have paid upon the exercise of the Awards into Common Shares or settlement of Awards for Common Shares, if and as applicable. The Company and/or any of its Affiliated Companies and/or the Trustee may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all taxes required by law to be withheld with respect to an Award granted under the Plan and this Appendix and the exercise or vesting or sale or settlement thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to an Israeli Participant, and/or (ii) requiring an Israeli Participant to pay to the Company or any of its Affiliated Companies the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Common Shares, and/or (iii) by causing the exercise or settlement of an Award and/or the sale of Common Shares held by or on behalf of an Israeli Participant to cover such liability, up to the amount required to satisfy minimum statutory withholding requirements. In addition, the Israeli Participant will be required to pay any tax liability which exceeds the tax to be withheld and remitted to the tax authorities, pursuant to applicable tax laws, regulations and rules. It is hereby further clarified that nothing in the potential adverse tax consequences to the Israeli Participants shall be deemed as restricting the Company from taking any action that it would have otherwise be eligible to perform, including any of the actions delineated in Section 4.7 above, and, without limiting the generality of the foregoing, the Company makes no assurances, promises, undertakings or otherwise assumes any obligation that it will seek the approval (whether prior or post factum) of the ITA with respect to any action taken, or contemplated to be taken, by the Company, including any of the actions delineated in Section 4.7 above (but subject to the obtainment of prior approval of the ITA in the case of placing put and call option provisions in the Plan or the Appendix with respect to 102 Capital Gains Track Grants) and will not, in any case, be restricted in any way from taking such action without the approval of the ITA, and such shall not derogate in any manner from the liability of each Israeli Participant to bear (solely on such Israeli Participants own) any tax consequences arising from, or related to, the grant or exercise or vesting or settlement of any Award granted to such person. To the extent an Israeli Participant is or becomes subject to taxation in the United States, any Award granted hereunder is intended to be either exempt from or in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Code and Code Section 409A, respectively), and any regulations or guidance that may be adopted thereunder, and if an Israeli Participant is a specified employee as defined in Code Section 409A at the time of the Participants separation from service with the Company, then solely to
6
the extent necessary to avoid the imposition of any additional tax under Code Section 409A, the commencement of any payments or benefits under an Award shall be deferred until the date that is six months following the Participants separation from service or such other period as required to comply with Code Section 409A. This provision shall not derogate in any manner from any of the other requirements hereunder and the Participant shall be responsible for any tax consequences in the United States.
7.2 With respect to Non-Trustee Grants, if the Eligible 102 Participant ceases to be employed by the Company or any Affiliated Company, the Eligible 102 Participant shall extend to the Company and/or its Affiliated Companies a security or guarantee for the payment of tax due at the time of sale of Common Shares to the satisfaction of the Company, all in accordance with the provisions of Section 102 of the ITO and the ITO Rules.
8. |
Governing Law and Jurisdiction. |
The Plan and all Awards (including, without limitation, Options) granted thereunder are governed by the laws of the State of Ohio without regards to conflicts of laws; provided, however, that all aspects of an Award which relate to Section 102 of the Ordinance, the rules and regulations promulgated thereunder, the Israeli Appendix, the Trust Agreement and/or Section 3(i) of the Ordinance, shall be governed by and interpreted in accordance with the laws of the State of Israel and Section 102, in particular, with respect to Awards granted pursuant to Section 102 to Eligible 102 Participants, without regards to conflicts of laws. All Awards and Common Shares which are governed by the provisions of this Appendix shall be subject to the laws and requirements of the State of Israel and the terms and conditions on which any such Award is granted are deemed modified to the extent necessary or advisable to comply with the applicable Israeli laws. It is hereby clarified that any ruling provided by the ITA with respect to Israeli Participants and is required in order for the 102 Capital Gains Track Grants to continue to be subject to the 102 Capital Gains Track will be, upon the resolution of the Administrator, deemed incorporated into this Appendix such that the Administrator will be able to act in accordance with such ruling.
9. |
Securities Laws. |
Without derogation from any provisions of the Plan, all Awards which are governed by the provisions of this Appendix shall also be subject to compliance with the Israeli Securities Law, 1968, and the rules and regulations promulgated thereunder.
* * * * * * *
7
Exhibit 10.7
MERIDIAN BIOSCIENCE, INC.
2012 STOCK INCENTIVE PLAN
RESTRICTED SHARE UNIT AWARD AGREEMENT
TIME-BASED (U.S. EMPLOYEES)
Summary of Restricted Share Unit Award Grant
Meridian Bioscience, Inc., an Ohio corporation (the Company), grants to the Grantee named below, in accordance with the terms of the Meridian Bioscience, Inc. 2012 Stock Incentive Plan (the Plan) and this Restricted Share Unit Award Agreement (the Agreement), the following number of Restricted Share Units of the Company (the Restricted Units), on the Grant Date set forth below:
Name of Grantee: |
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Number of Units: |
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Grant Date: |
November 5th, 2020 | |||||
Vesting Date: |
November 15th, 2023 |
Terms of Agreement
1. Grant of Restricted Share Unit Awards. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Grant Date, the total number of Restricted Units set forth above. The Restricted Units shall be credited in a book entry account established for the Grantee until payment in accordance with Section 4 hereof.
2. Vesting of Restricted Units.
(a) Except as otherwise provided in this Agreement, this grant of Restricted Units shall vest in full on the Vesting Date above. Prior to the Vesting Date, no portion of the award is vested, except as otherwise provided in Section 2(b) or (c).
(b) All of the Restricted Units shall vest in full prior to the Vesting Date upon the occurrence of any of the following: (i) the Grantee dies while in the employ of the Company; (ii) the Grantee satisfies the requirements for Retirement, including separation from employment with the Company; (iii) the Grantee has a Disability; or (iv) there is a Change in Control event described in Section 2(g) of the Plan.
(c) The Committee may, in its sole discretion, accelerate the time at which the Restricted Units become vested and non-forfeitable to a time other than the Vesting Date as provided in Section 2(a) or to a time other than provided in Section (2)(b)(i), (ii), (iii) or (iv) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan, provided such acceleration does not result in an impermissible acceleration of payments under Section 409A of the Code.
3. Forfeiture of Restricted Units.
(a) The Restricted Units that have not yet vested pursuant to Section 2 shall be forfeited automatically without further action or notice if the Grantee ceases to be employed by the Company other than as provided in Section 2(b) or (c) hereof.
(b) The Grantee hereby acknowledges that in order for the Restricted Units to vest, Grantee must, prior to the first Vesting Date identified on the first page hereof under Summary of Restricted Share Unit Award Grant, (i) accept the Restricted Units online or by telephone in accordance with the procedures established by the Company and Merrill Lynch, and; (ii) open a Merrill Lynch brokerage account through the system maintained on behalf of the Company. If the Grantee has not completed both of the tasks prior to the first Vesting Date identified on the first page hereof under Summary of Restricted Share Unit Award Grant, the Restricted Units shall be forfeited as of such date.
4. Payment.
(a) Except as otherwise provided in this Agreement, the Company shall deliver to the Grantee one share of its common stock (Share) for each vested Restricted Unit within thirty (30) days following the earlier of:
(i) |
the Vesting Date identified on the first page hereof under Summary of Restricted Share Unit Award Grant; |
(ii) |
the date of the Grantees death; |
(iii) |
the date of the Grantees Disability, provided such Disability also constitutes a disability within the meaning of Section 409A of the Code with respect to a Grantee whose Restricted Units are subject to Section 409A of the Code; |
(iv) |
the date of Grantees termination of employment with the Company as a result of Retirement or a Change in Control event described in Section 2(g)(i) or (ii) of the Plan, provided such termination of employment also constitutes a separation from service within the meaning of Section 409A of the Code with respect to a Grantee whose Restricted Units are subject to Section 409A of the Code; or |
(v) |
the date of an event described in Section 2(g)(iii) or (iv) of the Plan, provided such event also constitutes a change in control event within the meaning of Section 409A of the Code with respect to a Grantee whose Restricted Units are subject to Section 409A of the Code. |
If the Grantee is a specified employee within the meaning of Section 409A of the Code on the date of the Grantees separation from service and the Grantees Restricted Units are subject to Section 409A of the Code, then payment under (iv) above shall be made on the first day of the seventh month following the Grantees separation from service, or, if earlier, the date of the Grantees death.
(b) The Companys obligations with respect to the Restricted Units shall be satisfied in full upon the delivery of its Shares pursuant to Section 4(a) herein.
5. Transferability. The Restricted Units may not be transferred and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge, until all restrictions are removed or have expired, unless otherwise provided under the Plan. Any purported Transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Units.
6. Voting and Other Rights. The Grantee will not have any rights of a shareholder of the Company with respect to the Restricted Units until the delivery of the underlying Shares. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general
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creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.
7. Dividend Equivalent Payment Rights. The Grantee shall possess no dividend equivalent payment rights with respect to the Restricted Units granted pursuant to this Agreement as of the Grant Date.
8. Continuous Employment. Unless otherwise specified by the Plan, for purposes of this Agreement, the continuous employment of the Grantee with the Company shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his employment among the Company or a leave of absence approved by the Committee.
9. No Employment Contract. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Grantee.
10. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company.
11. Taxes and Withholding. To the extent that the Company is required to withhold any federal, state, local, foreign or other tax in connection with the Restricted Units or dividend equivalent payments thereon pursuant to this Agreement, it shall be a condition to earning the award that the Grantee make arrangements satisfactory to the Company for payment of such taxes required to be withheld. With respect to payments under Section 4 herein, the Committee may, in its sole discretion, require the Grantee to satisfy such required withholding obligation by surrendering to the Company a portion of the Shares earned by the Grantee hereunder, and the Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the Fair Market Value of such Shares on the date of surrender. Further, the Committee may accelerate the payment of a portion of the Shares earned by the Grantee hereunder to pay the Federal Insurance Contributions Act (FICA) tax under Sections 3101, 3121(a) and 3121(v)(2) of the Code and the corresponding income tax withholding related to the FICA amount.
12. Adjustments. The number and kind of Shares deliverable pursuant to a Restricted Unit are subject to adjustment as provided in Section 8 of the Plan.
13. Compliance with Law. While the Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Restricted Units or Shares that may be delivered pursuant to Section 4 herein, the Company shall not be obligated to deliver any Restricted Units or Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.
14. Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, no amendment of the Plan or this Agreement shall adversely affect the rights of the Grantee under this Agreement without the Grantees consent unless the Committee determines, in good faith, that such amendment is required for the Agreement to either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, or as otherwise may be provided in the Plan.
15. Section 409A of the Code. It is intended that the Restricted Units shall be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The terms of this Agreement shall be construed, administered, and governed in a manner that effects such intent, and the Committee shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, the Restricted Units
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shall not be deferred, accelerated, extended, paid out, settled, adjusted, substituted, exchanged or modified in a manner that would cause the award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise would subject the Grantee to the additional tax imposed under Section 409A of the Code.
16. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
17. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern except with respect to Section 2(a) of this Agreement. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Units.
18. Successors and Assigns. Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.
19. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantees participation in the Plan or the acquisition or sale of the underlying securities. The Grantee is hereby advised to consult with the Grantees personal tax, legal or financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
20. Governing Law.
(a) The interpretation, performance, and enforcement of this Agreement, including tort claims, shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.
(b) Any party bringing a legal action or proceeding against another party arising out of or relating to this Agreement may bring the legal action or proceeding only in the United States District Court for the Southern District of Ohio and any of the courts of the State of Ohio, in each case sitting in Cincinnati, Ohio.
(c) Each of the Company and the Grantee waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any court of the State of Ohio sitting in Cincinnati, Ohio or the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d) Each of the Company and the Grantee submits to the exclusive jurisdiction (both personal and subject matter) of (i) the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio and its appellate courts, and (ii) any court of the State of Ohio sitting in Cincinnati, Ohio and its appellate courts, for the purposes of all legal actions and proceedings arising out of or related to this Agreement.
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21. Language. If the Grantee receives this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
22. Electronic Delivery. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement, as of the Grant Date.
MERIDIAN BIOSCIENCE, INC. | ||
By: | ||
Name: Bryan T. Baldasare | ||
Title: Chief Financial Officer |
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Exhibit 10.8
MERIDIAN BIOSCIENCE, INC.
2012 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Summary of Nonqualified Stock Option Grant
Meridian Bioscience, Inc., an Ohio corporation (the Company), grants to the Grantee named below, in accordance with the terms of the Meridian Bioscience, Inc. 2012 Stock Incentive Plan, a copy of which is available on the Bank of America Merrill Lynch website at www.benefits.ml.com (the Plan) and this Nonqualified Stock Option Agreement (the Agreement), an option to purchase Shares of the Common Stock of the Company at an exercise price per Share as described below:
Name of Grantee: |
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Number of Underlying Shares: |
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Exercise Price Per Share: |
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Grant Date: |
November 5th, 2020 | |||||
Vesting Date: |
November 15th, 2023 | |||||
Expiration Date: |
November 5th, 2030 |
Terms of Agreement
1. Grant of Nonqualified Stock Option. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee as of the Grant Date, an option to purchase Shares of Common Stock of the Company at an exercise price per Share as set forth above (the Option). It is the intent of the Company and the Grantee that the Option will not qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended from time to time.
2. Vesting of Option.
(a) Except as otherwise provided in this Agreement, the Option shall become exercisable according to the vesting schedule set forth above.
(b) The Option shall vest in full prior to the Vesting Date(s) upon the occurrence of any of the following: (i) the Grantee dies while in the employ of the Company; (ii) the Grantee satisfies the requirements for Retirement, as defined in the Plan, including separation from employment with the Company; (iii) the Grantee has a Disability, as defined in the Plan; or (iv) there is a Change in Control event described in Section 2(g) of the Plan. The Option shall be exercisable for ninety days following the occurrence of the condition described in Section 2(b)(ii). The Option shall be exercisable for one year following the occurrence of the conditions described in Sections 2(b)(i) and 2(b)(iii).
(c) The Committee may, in its sole discretion, accelerate the time at which the Option becomes vested and non-forfeitable to a time other than the Vesting Date(s) as provided in Section 2(a) or to a time other than provided in Section (2)(b)(i), (ii), (iii) or (iv) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan.
3. Forfeiture of Option. Any portion of the Option that has not yet vested pursuant to Section 2 shall be forfeited automatically without further action or notice if the Grantee ceases to be employed by the Company other than as provided in Section 2(b) or (c) hereof.
4. Exercise and Payment.
(a) The Option granted under this Agreement shall be exercisable on the Vesting Date(s) as provided on the first page under Summary of Nonqualified Stock Option Grant herein. The Option granted under this Agreement may not be exercised as to less than twenty-five (25) Shares at any time.
(b) The Option may be exercised for the number of Shares specified by Grantees delivery of instructions through and in accordance with the procedures established under the Merrill Lynch system maintained on behalf of the Company, accompanied by full payment in the manner and subject to the conditions set forth pursuant to the terms of the Plan for the number of Shares in respect of which it is exercised. The Grantee may pay the Exercise Price by means of a broker-assisted cashless exercise pursuant to which the Company or Merrill Lynch, as the case may be, is delivered a copy of irrevocable instructions to a stockbroker to sell the Shares of Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price and/or the amount of any taxes described in Section 10 below (Broker-Assisted Cashless Exercise). Any fractional Share of Common Stock may be settled in cash in a Broker-Assisted Cashless Exercise.
(c) If any applicable law or regulation requires the Company to take any action with respect to the Shares specified in such notice, or if any action remains to be taken under the Articles of Incorporation or Code of Regulations of the Company to effect due issuance of the Shares, then the Company shall take such action and the day for delivery of such stock shall be extended for the period necessary to take such action.
5. Transferability. The Option may not be transferred and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge, unless otherwise provided under the Plan. Any purported Transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in the Option.
6. Voting and Other Rights. The Grantee will not have any rights of a shareholder of the Company with respect to the Option until the delivery of the underlying Shares into which the Option is exercised.
7. Continuous Employment. Unless otherwise specified by the Plan, for purposes of this Agreement, the continuous employment of the Grantee with the Company shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of his employment among the Company or a leave of absence approved by the Committee.
8. No Employment Contract. Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company, nor limit or affect in any manner the right of the Company to terminate the employment or adjust the compensation of the Grantee.
9. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company.
10. Taxes and Withholding. By his or her acceptance of this Agreement, the Grantee agrees to reimburse the Company for any taxes required by any government to be withheld or otherwise deducted and paid by the Company with respect to the issuance or disposition of the Shares subject to the Option. In lieu
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thereof, the Company shall have the right to withhold the amount of such taxes from any other sums due or to become due from the Company to the Participant. The Company may, in its discretion, hold the stock certificate or certificates to which the Grantee is entitled upon the exercise of the Option as security for the payment of such withholding tax liability, until cash sufficient to pay that liability has been accumulated. In addition, at any time that the Company becomes subject to a withholding obligation under applicable law with respect to the exercise of the Option (the Tax Date), except as set forth below, a holder of the Option may elect to satisfy, in whole or in part, the holders related personal tax liabilities (an Election) by (a) directing the Company to withhold from Shares issuable in the related exercise either a specified number of Shares or Shares having a specified value (in each case not in excess of the minimum required tax withholding amount), (b) tendering Shares previously issued pursuant to the exercise of an Award or other Shares owned by the holder, (c) executing a Broker-Assisted Cashless Exercise, or (d) combining any or all of the foregoing Elections in any fashion. An Election shall be irrevocable. The withheld Shares and other Shares tendered in payment shall be valued at their Fair Market Value on the Tax Date. The Committee may disapprove of any Election, suspend or terminate the right to make Elections or provide that the right to make Elections shall not apply to particular Shares or exercises. The Committee may impose any additional conditions or restrictions on the right to make an Election as it shall deem appropriate, including any limitations necessary to comply with Section 16 of the Exchange Act.
11. Adjustments. The number and kind of Shares deliverable pursuant to the Option are subject to adjustment as provided in Section 8 of the Plan.
12. Compliance with Law. While the Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Shares that may be delivered pursuant hereto, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.
13. Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.
14. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
15. Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern except with respect to Section 2(a) of this Agreement. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Option.
16. Successors and Assigns. Without limiting Section 5, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.
17. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantees participation in the Plan or the acquisition or sale of the underlying securities. The Grantee is hereby advised to consult with the Grantees personal tax, legal or financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
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18. Governing Law.
(a) The interpretation, performance, and enforcement of this Agreement, including tort claims, shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.
(b) Any party bringing a legal action or proceeding against another party arising out of or relating to this Agreement may bring the legal action or proceeding only in the United States District Court for the Southern District of Ohio and any of the courts of the State of Ohio, in each case sitting in Cincinnati, Ohio.
(c) Each of the Company and the Grantee waives, to the fullest extent permitted by law, (i) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any court of the State of Ohio sitting in Cincinnati, Ohio or the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d) Each of the Company and the Grantee submits to the exclusive jurisdiction (both personal and subject matter) of (i) the United States District Court for the Southern District of Ohio sitting in Cincinnati, Ohio and its appellate courts, and (ii) any court of the State of Ohio sitting in Cincinnati, Ohio and its appellate courts, for the purposes of all legal actions and proceedings arising out of or related to this Agreement.
19. Language. If the Grantee receives this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
20. Electronic Delivery. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement, as of the Grant Date.
MERIDIAN BIOSCIENCE, INC. | ||
By: | ||
Name: Bryan T. Baldasare | ||
Title: Chief Financial Officer |
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Exhibit 10.16
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT dated as of September 29, 2020, is entered into between APRÈS-DEMAIN DIAGNOSTICS INC. (formerly known as Genepoc Inc.), a corporation incorporated under the laws of Canada (Seller), MERIDIAN BIOSCIENCE CANADA INC., a corporation incorporated under the laws of British Columbia (Buyer), APRÈS-DEMAIN SA (formerly known as APRÈS-DEMAIN HOLDING SA), in its capacity of Shareholders Representative, and MERIDIAN BIOSCIENCE, INC.
RECITALS
WHEREAS on April 29, 2019, a share purchase agreement (as amended by that Amendment to Share Purchase Agreement dated June 3, 2019, the Purchase Agreement) was entered into between the Seller, Meridian Bioscience Canada Inc. (a predecessor by amalgamation of Buyer), the Shareholders solely for the purpose of Sections 5.03, 8.01 and 10.05 thereof, Après-Demain SA (formerly known as Après-Demain Holding SA) solely in its capacity of Shareholders Representative, and Meridian Bioscience, Inc., solely for the purpose of Sections 2.06, 2.07 and 8.02 thereof, pursuant to which Meridian Bioscience Canada Inc. (a predecessor by amalgamation of Buyer) agreed to purchase, on the Closing Date (as such term is defined in the Purchase Agreement) and the Seller agreed to sell, all of the shares held by Seller in the share capital of Genepoc Canada Inc. (defined in the Purchase Agreement as the Company) as of the Closing Date;
WHEREAS Meridian Bioscience Canada Inc. (a predecessor by amalgamation of Buyer) and the Company amalgamated on June 3, 2019, to continue as the Buyer;
WHEREAS by Section 10.05 of the Purchase Agreement, Après-Demain SA was appointed as Shareholders Representative whereby it can act as agent, proxy and attorney-in-fact for each Shareholder in order, among other matters, (b) to execute and deliver on behalf of such Shareholder any amendment or waiver hereto, (c) to take all other actions to be taken by or on behalf of such Shareholder in connection herewith;
WHEREAS by Section 10.10 of the Purchase Agreement, the Purchase Agreement may only be amended, modified or supplemented by an agreement in writing signed by Buyer, Seller and Shareholders Representative;
WHEREAS pursuant to Sections 2.05(a) and 2.05(b) of the Purchase Agreement, the Buyer agreed to make two (2) payments to the Seller under the Promissory Note (as such term is defined in the Purchase Agreement), subject to the Buyers satisfaction of certain conditions, including (i) a Premarket Notification Submission (as such term is defined in the Purchase Agreement) by Buyer or the Company or any of their Affiliates related to the GI Panel Assay (as such term is defined in the Purchase Agreement) on or before September 30, 2020, and (ii) a Premarket Notification Submission (as such term is defined in the Purchase Agreement) by Buyer or the Company or any of their Affiliates related to the RI Panel Assay (as such term is defined in the Purchase Agreement) on or before March 31, 2021 (together, the Regulatory Milestones);
WHEREAS the Buyer and the Seller have agreed to certain changes to the Regulatory Milestones, and have agreed to extend the due dates of the Regulatory Milestones and to adjust any payments due to Buyer under Sections 2.05(a) and 2.05(b) as set forth herein;
WHEREAS Schedule 2 to the Purchase Agreement provides, among other things, a description of the RI Panel Assay including the description of the assay specifications relating to the RI Viral Panel under development by the Seller;
WHEREAS the Seller and the Buyer have also reached an agreement to revise the RI Viral Panel as described on Schedule 2 to the Purchase Agreement; and
WHEREAS the parties hereto therefore wish to amend the Purchase Agreement as of and from the date hereof in order to reflect, amongst others, the above mentioned agreements as well as other changes arising therefrom or related thereto.
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
1.1 |
Definitions |
In this Amendment No. 2 (as defined below), all defined terms shall have the meanings ascribed thereto in the Purchase Agreement, unless otherwise defined herein.
ARTICLE 2
AMENDMENT TO PURCHASE AGREEMENT
2.1 |
Amendment to Article I - Definitions |
(i) Two additional definitions shall be added to Article I of the Purchase Agreement which state the following:
Amendment No. 2 means the Amendment No. 2 to Share Purchase Agreement dated September 29, 2020 by and between Seller, Buyer, Shareholders Representative and Meridian ParentCo.
FDA Clearance means a clearance issued by the FDA respectively for the GI Panel Assay or the GI Panel Assay, after review and approval of the Premarket Notification Submission of the GI Panel Assay or the RI Panel Assay, as applicable, under Section 510(k) of the U.S. Food, Drug and Cosmetic Act and 21 CFR § 807.100 et seq., or any equivalent clearance that may replace this clearance.
(ii) The definitions Regulatory Milestone Plan and Commercially Reasonable Efforts are hereby deleted and replaced by the following:
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Commercially Reasonable Efforts shall mean, for the purposes of Section 2.07, with respect to the efforts and resources to be expended, or considerations to be undertaken, by Buyer and its Affiliates such reasonable, diligent and good faith continuous efforts and resources, consistent with applicable Laws, as a fully integrated diagnostic and life science company of a similar size and with similar revenues as Buyer and its Affiliates would normally use to accomplish a similar objective, activity or decision under similar circumstances, it being understood and agreed that with respect to the marketing, manufacture, seeking and obtaining regulatory approval, or commercialization of any product or product candidate, such efforts and resources shall be consistent with those efforts and resources commonly used by such a fully integrated diagnostic and life science company under similar circumstances for a similar product or product candidate owned by it, or to which it has similar rights, which product or product candidate is at a similar stage in its development or product life and is of similar market potential (taking into account all relevant factors, including: (i) issues of efficacy, safety, and expected and actual approved instructions for use, (ii) the expected and actual competitiveness of alternative products sold by third parties or Meridian ParentCo or any of its Affiliates in the marketplace, (iii) the expected and actual product performance, (iv) the expected and actual patent and other proprietary position of the product(s) or product candidate(s), (v) the likelihood and difficulty of obtaining regulatory approval given the regulatory structure involved, (vi) pending, actual or threatened legal proceedings with respect to the product(s) or product candidate(s), (vii) input from regulatory experts and any guidance or developments from the FDA, Health Canada or similar Governmental Authority affecting the data required in order to make a Premarket Notification Submission, or to obtain clearance from the FDA under Section 510(k) of the U.S. Food, Drug and Cosmetic Act or to obtain similar clearance from or approval by any other Governmental Authority, (viii) compliance with Healthcare Laws, (ix) the expected and actual profitability and return on investment of the product(s) or product candidate(s) taking into consideration, among other factors (x) third party costs and expenses incurred in the development of such product, (y) royalty, milestone and other payments owed based on the commercialization of such product (but not taking into account any amounts owed under this Agreement), and (z) expected and actual pricing and reimbursement relating to the product(s) or product candidate(s)), provided, in any event, that (i) with respect to the objective related to the Regulatory Earnout, the preparation for and the filing of the Premarket Notification Submissions for the GI Panel Assay and RI Panel Assay, shall be made consistent with the exercise of Buyers prudent scientific judgment, of diligent efforts and resources to fulfill the obligation in issue, consistent with the level of efforts Buyer would normally devote to its own Premarket Notification Submissions for its product at a similar stage in its product life as the GI Panel Assay and the RI Panel, taking into account scientific, regulatory factors, and the safety and efficacy of the GI Panel Assay and RI Panel Assay, all based on conditions prevailing at the time such efforts are due, but provided that the Covid 19 pandemic for the period through the date of this Amendment No. 2 only, shall not be taken into account in order to determine if the Buyer or its Affiliates took their Commercially Reasonable Efforts and shall not be an element justifying the fact that the Regulatory Milestone may eventually not be met, and (ii) with respect to the objective related to the Gross Sales Earnout and Gross Margin Target, the application by Buyer, consistent with
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the exercise of its business judgement, of diligent efforts and resources to fulfill the obligation in issue, consistent with the level of efforts Buyer would normally devote to its own branded product of comparable commercial value at a similar stage in its product life as the Specified Products, taking into account competitive market conditions in the diagnostics solutions area, all based on conditions prevailing at the time such efforts are due. For greater certainty and without limiting the generality of the preceding, the parties agree that the fact that the design and development of the Revogene platform (the Redesign Work) and assays set forth in Schedule 1.01, which the Seller represents to be of a sufficient level of development to be completed on or before July 31, 2019, shall not be taken into account to determine if the Buyer complied with its obligations to make its Commercially Reasonable Efforts to achieve the First Regulatory Milestone or Second Regulatory Milestone or to maximize the Gross Sales Earnout if the delay or failure is related to the fact that the Redesign Work is not completed by July 31, 2019.
Regulatory Plan has the meaning set forth in Section 2.05(d).
All references to Regulatory Milestone Plan in the Purchase Agreement shall now refer to the Regulatory Plan.
2.2 |
Replacement of Schedule 2 of the Purchase Agreement |
Schedule 2 to the Purchase Agreement is hereby deleted in its entirety and replaced by the revised and amended Schedule 2 attached hereto. All references to Schedule 2 in the Purchase Agreement, including in the definitions of GI Panel Assay and RI Panel Assay shall refer to the revised and amended Schedule 2 attached to this Amendment No. 2.
2.3 |
Amendment of Section 2.02 |
Section 2.02 of the Purchase Agreement is hereby deleted in its entirety and replaced by the following:
2.02 Purchase Price.
(a) The aggregate purchase price for the Purchased Shares (the Purchase Price) shall be (i) Fifty Million Dollars ($50,000,000), subject to the adjustment set forth in Section 2.08 hereof (the Base Cash Payment) plus (ii) Fourteen Million Dollars ($14,000,000) subject to the adjustment set forth in Section 2.05 (the Regulatory Earnout, together with the Base Cash Payment, the Base Purchase Price), plus (iii) the Gross Sales Earnout which shall be paid (if at all) pursuant to Section 2.06(a).
(b) The Base Purchase Price shall be payable as follows:
(i) by the payment of the Base Cash Payment, as adjusted pursuant to Section 2.08(a), less the Holdback Amount, at the Closing, by wire transfer of immediately available funds, as set forth in Section 2.04(a)(i) and Section 2.04(a)(ii); and
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(ii) by the issuance, to the Seller, at the Closing of a non-interest bearing term promissory note in the form attached hereto as Exhibit E in the amount of the Regulatory Earnout (the Promissory Note), as amended in accordance with Section 2.3 of this Amendment No. 2 to Share Purchase Agreement.
2.4 |
Amendment of Section 2.05(a) |
Section 2.05(a) of the Purchase Agreement is hereby deleted in its entirety and replaced by the following:
(a) An amount equal to Four Million Dollars ($4,000,000.00) (the First Regulatory Milestone Payment) shall be due and payable by the Buyer under the Promissory Note, following FDA Clearance of the GI Panel Assay, provided that such FDA Clearance of the GI Panel Assay occurs on or before September 30, 2022 (the First Regulatory Milestone). Buyer shall pay Seller this amount, if the First Regulatory Milestone is met, within thirty (30) days of receipt by Buyer or any of its Affiliates of such FDA Clearance; provided, however that in the event the First Regulatory Milestone is not met, the capital amount of the Promissory Note shall be deemed reduced by an amount equal to the First Regulatory Milestone Payment as of October 1st, 2022. Seller and Buyer agree that the September 30, 2022 date for the First Regulatory Milestone is a firm and definitive date, and such date shall not be further extended under any circumstances; and
2.5 |
Amendment of Section 2.05(b) |
Section 2.05(b) of the Purchase Agreement is hereby deleted in its entirety and replaced by the following:
(b) Another amount equal to Ten Million Dollars ($10,000,000) (the Second Regulatory Milestone Payment) shall be due and payable by the Buyer under the Promissory Note, following FDA Clearance of the RI Panel Assay, provided that such FDA Clearance of the RI Panel Assay occurs on or before September 30, 2022 (the Second Regulatory Milestone). Buyer shall pay Seller this amount, if the Second Regulatory Milestone is met, within thirty (30) days of receipt by Buyer or any of its Affiliates of such FDA Clearance; provided, however that in the event the Second Regulatory Milestone is not met, the capital amount of the Promissory Note shall be deemed reduced by an amount equal to the Second Regulatory Milestone Payment as of October 1st, 2022; further provided, that in the event that neither the First Regulatory Milestone nor the Second Regulatory Milestone are met, the Promissory Note shall be deemed cancelled and of no further effect as of October 1st, 2022. Seller and Buyer agree that the September 30, 2022 date for the Second Regulatory Milestone is a firm and definitive date, and such date shall not be further extended under any circumstances.
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2.6 |
Deletion of Section 2.05(c) |
Section 2.05(c) of the Purchase Agreement is hereby deleted in its entirety and shall be of no further force and effect.
2.7 |
Replacement of Schedule 4 of the Purchase Agreement |
Schedule 4 to the Purchase Agreement is hereby deleted in its entirety and replaced by the revised and amended Schedule 4 attached hereto. All references to Schedule 4 in the Purchase Agreement shall refer to the revised and amended Schedule 4 attached to this Amendment No. 2.
2.8 |
Amendment of Section 2.05(d) |
Section 2.05(d) of the Purchase Agreement is hereby deleted in its entirety and replaced by the following:
(d) A non-binding plan for the achievement of the First Regulatory Milestone and Second Regulatory Milestone developed in good faith by Buyer and Seller is attached hereto as Schedule 4 (the Regulatory Plan). Buyer hereby warrants and represents that as of the date of this Amendment No. 2 it has no knowledge of any fact or circumstances that is reasonably likely to make the Regulatory Plan as revised pursuant to this Amendment No. 2 unachievable by Buyer to meet the First Regulatory Milestone and the Second Regulatory Milestone. During the period beginning as of the date of this Amendment No. 2 and ending upon the full payment or cancellation of the Promissory Note, Buyer shall provide Seller with quarterly reports detailing Buyers progress towards achievement of the First Regulatory Milestone and Second Regulatory Milestone in accordance with the Regulatory Plan or any revised Regulatory Plan, as applicable, in substantially the form and content as set forth on Exhibit B attached hereto. If Buyers report indicates a material departure from the Regulatory Plan, the report shall also include a revised non-binding Regulatory Plan developed by Buyer in good faith and describing Buyers good faith plan for achieving the First Regulatory Milestone and Second Regulatory Milestone despite the material departure from the original Regulatory Plan. For the avoidance of doubt and without limiting the other obligations of Buyer and its Affiliates under this Agreement, Buyers failure or inability to comply with the Regulatory Plan attached hereto or as revised shall not be deemed a breach of Buyers obligations under this Agreement provided that if the Regulatory Plan is not met as a result of the Covid-19 pandemic Buyer shall provide information available to Buyer as reasonably requested by the Seller to assess the impact of the Covid-19 pandemic on the achievement of the First Regulatory Milestone and/or Second Regulatory Milestone.
2.9 |
Amendment to Section 2.07(c) |
Section 2.07(c) of the Purchase Agreement is hereby deleted in its entirety and replaced by the following:
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(c) In order to maximize the possibility for the achievement and full payment of the Regulatory Earnout, in accordance with Section 2.05 above, from the Closing Date until the satisfaction or cancellation of the Promissory Note the Buyer undertakes and covenants in favor of the Seller and acknowledges that the Seller is relying upon such undertakings and covenants to complete the transactions:
(i) to, and cause its Affiliates (including, without limitation, the Company) to operate its business in Commercially Reasonable Efforts with respect to achievement of the Regulatory Earnout; provided, however, the obligation of Buyer to use or cause its Affiliates to use Commercially Reasonable Efforts shall not be deemed a guarantee or assurance of kind that the Regulatory Earnout will be earned or paid;
(ii) not to change the specifications of the RI Panel Assay and the GI Panel Assay set forth in Schedule 2, respectively, unless such change is required to secure the approval of any Governmental Authority and approved by Seller;
(iii) to use commercially reasonable efforts to secure all financings necessary for the operation of Meridian ParentCo;
(iv) not to and to cause Meridian ParentCo not to initiate any voluntary proceedings under applicable bankruptcy and insolvency laws and similar laws affecting creditors rights generally;
(v) not to proceed with the sale, assignment, lease or exchange of all or substantially all of the assets of the Company as of the date hereof to a third party not affiliated with the Buyer or its Affiliates without Sellers consent, which consent will not be unreasonably withheld, conditioned or delayed (it being acknowledged that the Company and Buyer intend to amalgamate on or shortly after Closing), and provided the acquiring third party undertakes to be bound by the terms of this Agreement related to the Regulatory Milestones, including to the payment of the Regulatory Milestones, in a form acceptable to the Buyer acting reasonably; for greater certainty any Affiliates of the Company who intends to dispose of all or substantially all of the assets of the Company as of the date hereof will be bound by the same obligation as set forth in this paragraph;
(vi) to keep as a priority of the development plan for the Revogene platform of the Buyer and its Affiliates the GI Panel Assay and the RI Panel Assay and not prioritize any other assays than these assays for use with the Revogene platform before the earlier of the date a FDA Clearance is issued for both the GI Panel Assay and the RI Panel Assay or October 1, 2022; and
(vii) not to substitute the GI Panel Assay or the RI Panel Assay for other assays or combine the RI Panel Assay or the GI Panel Assay with other assays unless otherwise mutually agreed;
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provided that, in the event that any transaction or restriction set forth in this Section 2.07(c) occurs or is breached, the Buyer shall pay to the Seller the full amount of the Regulatory Earnout within ten (10) Business Days following any such occurrence.
2.10 |
Amendment of Section 10.02 |
Section 10.02 shall be amended in order to delete the reference to Après-Demain Holding SA for a reference to Après-Demain SA.
Section 10.02 shall be amended in order to delete the reference to the address of Après-Demain SA at Rue du Levant 146, Campus après-demain 1920 Martigny, Switzerland for a reference to Chemin Messidor 5-7, Forum après-demain, 1006 Lausanne, Switzerland.
2.11 |
Amendment and Restatement of Promissory Note |
The Promissory Note executed at Closing is hereby amended and restated in the form of Exhibit A to this Amendment No. 2. Seller will execute and deliver to Buyer such amended and restated Promissory Note contemporaneously with the execution of this Amendment No. 2.
2.12 |
Effect of Amendment |
Except with respect to the modifications expressly implemented in accordance herewith, the contents of this Amendment No. 2 shall not in any way be interpreted as modifying the terms and conditions of the Purchase Agreement and it contains no other modification, whether implicit or ancillary and no other change in any other respect.
ARTICLE 3
GENERAL
3.1 |
Shareholders Representative |
The Shareholders Representative represents and warrants to the Buyer and to Meridian Bioscience, Inc. that (i) it has not renounced or otherwise terminated the mandate given to it in the Purchase Agreement to represent the Shareholders as set forth in the Purchase Agreement and (ii) it has not received any notice from any Shareholder that such Shareholder has or will renounce the mandate given by it in the Purchase Agreement to the Shareholders Representative, and that accordingly the Shareholders Representative has the right to bind the Shareholders for the purposes set forth in this Amendment No. 2.
3.2 |
Further Assurances |
Each of the parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and things as another party may reasonably require in connection with this Amendment No. 2 to effectively carry out or better evidence or perfect the full intent and meaning of this Amendment No. 2.
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3.3 |
Successors, Assigns and Assignment |
This Amendment No. 2 will enure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. This Amendment No. 2 may not be assigned by any party other than in compliance with and concurrently with the Purchase Agreement.
3.4 |
Amendments and Waivers |
No amendment of this Amendment No. 2 or further amendment to the Purchase Agreement shall be valid or binding unless set forth in writing and duly executed by all parties hereto. No waiver of any breach of any provision of this Amendment No. 2 shall be effective or binding unless made in writing and signed by the party purporting to give same and, unless otherwise provided, will be limited to the specific breach waived.
3.5 |
Governing Law and Forum |
(a) This Amendment No. 2 shall be governed by and construed in accordance with the internal laws of the Province of Quebec and the federal laws of Canada applicable therein and shall be treated in all respects, as a Quebec contract.
(b) Any legal suit, action or proceeding arising out of or based upon this Amendment No. 2 shall be heard and determined by the courts of the province of Quebec, district of Montreal.
3.6 |
Severability |
If any provision of this Amendment No. 2 is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.
3.7 |
Counterparts |
This Amendment No. 2 may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original but all of which taken together shall be deemed to constitute one and the same agreement. A facsimile transmission of this Amendment No. 2 bearing a signature on behalf of a party shall be legal and binding on such Party.
3.8 |
Language |
The parties hereto acknowledge that they have required that this Amendment No. 2 and all related documents be drawn up in English. Les parties aux présentes reconnaissent avoir exigé que le présent amendement et tous les documents connexes soient rédigés en anglais.
(Remainder of this page left blank intentionally; Signature Pages Follow)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed as of the date first written above by their respective officers thereunto duly authorized.
SELLER: | ||
APRÈS-DEMAIN DIAGNOSTICS INC. | ||
By: /s/ Patrice Allibert | ||
Name: | Patrice Allibert | |
Title: | President and CEO |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed as of the date first written above by their respective officers thereunto duly authorized.
BUYER: |
MERIDIAN BIOSCIENCE CANADA INC. |
By: /s/ Jack Kenny |
Name: Jack Kenny |
Title: Director |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed as of the date first written above by their respective officers thereunto duly authorized.
MERIDIAN PARENTCO: |
MERIDIAN BIOSCIENCE, INC. |
By: /s/ Jack Kenny |
Name: Jack Kenny |
Title: Chief Executive Officer |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed as of the date first written above by their respective officers thereunto duly authorized.
SHAREHOLDERS REPRESENTATIVE: | ||
APRÈS-DEMAIN SA | ||
By: /s/ Thierry Mauvernay | ||
Name: | Thierry Mauvernay | |
Title: | President |
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Exhibit 21
Subsidiaries of the Registrant
1. |
Meridian Bioscience Corporation, an Ohio corporation |
2. |
Meridian Life Science, Inc., a Maine corporation |
3. |
Meridian Bioscience Europe, s.r.l., an Italian corporation |
4. |
Meridian Bioscience Europe S.A., a Belgian corporation |
5. |
Meridian Bioscience Europe B.V., a Dutch corporation |
6. |
Meridian Bioscience UK Ltd., a United Kingdom corporation |
7. |
Meridian Bioscience International Ltd., a United Kingdom corporation |
8. |
Meridian Bioscience Beijing, LLC, a Wholly Foreign Owned Enterprise located in Beijing, China |
9. |
Meridian Bioscience Canada, Inc., a Canadian corporation |
10. |
Meridian Bioscience Israel Holding Ltd., an Israeli corporation |
11. |
Bioline Ltd., a United Kingdom corporation |
12. |
Bioline Reagents Ltd., a United Kingdom corporation |
13. |
Bioline GmbH, a German corporation |
14. |
Bioline (Aust) Pty Ltd., an Australian corporation |
15. |
Magellan Biosciences, Inc., a Delaware corporation |
16. |
Magellan Diagnostics, Inc., a Delaware corporation |
17. |
Exalenz Bioscience Ltd., an Israeli corporation |
18. |
Exalenz Bioscience, Inc., a Delaware corporation |
19. |
Jiangsu Exalenz Medical Device Co. Ltd., a Wholly Foreign Owned Enterprise located in China |
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We have issued our reports dated November 23, 2020, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of Meridian Bioscience, Inc. on Form 10-K for the year ended September 30, 2020. We consent to the incorporation by reference of said reports in the Registration Statements of Meridian Bioscience, Inc. on Form S-3 (File No. 333-221794), and on Forms S-8 (File No. 333-179440, File No. 333-155703 and File No. 333-122554).
/s/ GRANT THORNTON LLP
Cincinnati, Ohio
November 23, 2020
Exhibit 31.1
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a)
I, Jack Kenny, certify that:
1. |
I have reviewed this annual report on Form 10-K of Meridian Bioscience, Inc.; |
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; |
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; |
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: |
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; |
b) |
Designed such internal control 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; |
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 |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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): |
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 |
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. |
Date: November 23, 2020 |
/s/ Jack Kenny |
Jack Kenny |
Chief Executive Officer |
Exhibit 31.2
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a)
I, Bryan T. Baldasare, certify that:
1. |
I have reviewed this annual report on Form 10-K of Meridian Bioscience, Inc.; |
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; |
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; |
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: |
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; |
b) |
Designed such internal control 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; |
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 |
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
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): |
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 |
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. |
Date: November 23, 2020 |
/s/ Bryan T. Baldasare |
Bryan T. Baldasare |
Executive Vice President and |
Chief Financial Officer |
Exhibit 32
Certification 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
In connection with the filing with the Securities and Exchange Commission of the Annual Report of Meridian Bioscience, Inc. (the Company) on Form 10-K for the period ended September 30, 2020 (the Report), the undersigned officers of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Jack Kenny |
Jack Kenny |
Chief Executive Officer |
November 23, 2020 |
/s/ Bryan T. Baldasare |
Bryan T. Baldasare |
Executive Vice President and |
Chief Financial Officer |
November 23, 2020 |