☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of each class
|
Trading
Symbol(s) |
Name of each exchange
on which registered |
||
Common Stock, no par value
|
VIVO
|
NASDAQ Global Select Market
|
Large accelerated filer |
☒
|
Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
Class
|
Outstanding January 31, 2022
|
|
Common Stock, no par value | 43,541,412 |
|
|
|
|
Page(s)
|
|
|
PART I.
|
|
|
||||
Item 1.
|
|
|
||||
|
|
|
1
|
|
||
|
|
|
2
|
|
||
|
|
|
3
|
|
||
|
|
|
4-5
|
|
||
|
|
|
6
|
|
||
|
|
|
7-16
|
|
||
Item 2.
|
|
|
|
16-23
|
|
|
Item 3.
|
|
|
|
23
|
|
|
Item 4.
|
|
|
|
23
|
|
|
PART II.
|
|
|
||||
Item 1.
|
|
|
|
24
|
|
|
Item 1A.
|
|
|
|
24
|
|
|
Item 6.
|
|
|
|
24
|
|
|
|
|
|
25
|
|
Three Months
Ended
December 31, |
||||||||
2021
|
2020
|
|||||||
NET REVENUES
|
$ | 88,341 | $ | 92,917 | ||||
COST OF SALES
|
39,182 | 31,369 | ||||||
|
|
|
|
|||||
GROSS PROFIT
|
49,159 | 61,548 | ||||||
|
|
|
|
|||||
OPERATING EXPENSES
|
||||||||
Research and development
|
6,194 | 5,651 | ||||||
Selling and marketing
|
7,741 | 7,021 | ||||||
General and administrative
|
14,660 | 11,938 | ||||||
Selected legal costs
|
281 | 1,227 | ||||||
Change in fair value of acquisition consideration
|
— | 1,047 | ||||||
|
|
|
|
|||||
Total operating expenses
|
28,876 | 26,884 | ||||||
|
|
|
|
|||||
OPERATING INCOME
|
20,283 | 34,664 | ||||||
OTHER INCOME (EXPENSE)
|
||||||||
Interest income
|
1 | 9 | ||||||
Interest expense
|
(372 | ) | (534 | ) | ||||
RADx grant income
|
— | 800 | ||||||
Other, net
|
(161 | ) | (691 | ) | ||||
|
|
|
|
|||||
Total other expense, net
|
(532 | ) | (416 | ) | ||||
|
|
|
|
|||||
EARNINGS BEFORE INCOME TAXES
|
19,751 | 34,248 | ||||||
INCOME TAX PROVISION
|
4,411 | 7,469 | ||||||
|
|
|
|
|||||
NET EARNINGS
|
$ | 15,340 | $ | 26,779 | ||||
|
|
|
|
|||||
BASIC EARNINGS PER COMMON SHARE
|
$ | 0.35 | $ | 0.62 | ||||
DILUTED EARNINGS PER COMMON SHARE
|
$ | 0.35 | $ | 0.61 | ||||
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC
|
43,439 | 43,098 | ||||||
EFFECT OF DILUTIVE STOCK OPTIONS AND
RESTRICTED SHARE UNITS
|
589 | 681 | ||||||
|
|
|
|
|||||
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - DILUTED
|
44,028 | 43,779 | ||||||
|
|
|
|
|||||
ANTI-DILUTIVE SECURITIES:
|
||||||||
Common share options and restricted share units
|
425 | 258 | ||||||
|
|
|
|
Three Months Ended
December 31, |
||||||||
2021
|
2020
|
|||||||
NET EARNINGS
|
$ | 15,340 | $ | 26,779 | ||||
Other comprehensive
(loss) income:
|
||||||||
Foreign currency translation adjustment
|
(58 | ) | 3,301 | |||||
Unrealized gain on cash flow hedge
|
550 | 21 | ||||||
Reclassification of amortization of gain on cash flow hedge
|
— | (77 | ) | |||||
Income taxes related to items of other
comprehensive (loss) income
|
(135 | ) | 14 | |||||
|
|
|
|
|||||
Other comprehensive income, net of tax
|
357 | 3,259 | ||||||
|
|
|
|
|||||
COMPREHENSIVE INCOME
|
$ | 15,697 | $ | 30,038 | ||||
|
|
|
|
|
|
Three Months Ended
December 31, |
|
|||||
|
|
2021
|
|
|
2020
|
|
||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net earnings
|
$ | 15,340 | $ | 26,779 | ||||
Non-cash
items included in net earnings:
|
||||||||
Depreciation of property, plant and equipment
|
1,700 | 1,508 | ||||||
Amortization of intangible assets
|
2,483 | 2,221 | ||||||
Stock-based compensation
|
1,903 | 1,241 | ||||||
Deferred income taxes
|
927 | (852 | ) | |||||
Change in fair value of acquisition consideration
|
— | 1,047 | ||||||
Change in the following:
|
||||||||
Accounts receivable
|
9,424 | (1,776 | ) | |||||
Inventories
|
2,093 | (5,941 | ) | |||||
Prepaid expenses and other current assets
|
200 | 2,682 | ||||||
Accounts payable and accrued expenses
|
1,018 | (5,826 | ) | |||||
Income taxes payable
|
1,113 | 4,032 | ||||||
Other, net
|
(646 | ) | 6 | |||||
|
|
|
|
|||||
Net cash provided by operating activities
|
35,555 | 25,121 | ||||||
|
|
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of property, plant and equipment
|
(1,708 | ) | (2,086 | ) | ||||
Payment of acquisition consideration holdback
|
— | (5,000 | ) | |||||
|
|
|
|
|||||
Net cash used
in
investing activities
|
(1,708 | ) | (7,086 | ) | ||||
|
|
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Payment on revolving credit facility
|
(10,000 | ) | (10,000 | ) | ||||
Payment of
deferred financing costs
|
(404 | ) | — | |||||
Proceeds from exercise of stock options
|
80 |
—
|
||||||
Employee taxes
paid upon net share settlement of restricted share units
|
(763 | ) | — | |||||
|
|
|
|
|||||
Net cash used
in
financing activities
|
(11,087 | ) | (10,000 | ) | ||||
|
|
|
|
|||||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
198 | 1,644 | ||||||
|
|
|
|
|||||
Net Increase in Cash and Cash Equivalents
|
22,958 | 9,679 | ||||||
Cash and Cash Equivalents at Beginning of Period
|
49,771 | 53,514 | ||||||
|
|
|
|
|||||
Cash and Cash Equivalents at End of Period
|
$ | 72,729 | $ | 63,193 | ||||
|
|
|
|
December 31,
2021
(Unaudited)
|
September 30,
2021 |
|||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$ | 72,729 | $ | 49,771 | ||||
Accounts receivable, less allowances of $1,293 and $1,078,
|
44,300 | 53,568 | ||||||
Inventories, net
|
74,198 | 76,842 | ||||||
Prepaid expenses and other current assets
|
12,426 | 12,626 | ||||||
|
|
|
|
|||||
Total current assets
|
203,653 | 192,807 | ||||||
|
|
|
|
|||||
PROPERTY, PLANT AND EQUIPMENT, at Cost
|
||||||||
Land
|
987 | 989 | ||||||
Buildings and improvements
|
33,009 | 32,765 | ||||||
Machinery, equipment and furniture
|
79,438 | 78,410 | ||||||
Construction in progress
|
10,352 | 9,991 | ||||||
|
|
|
|
|||||
Subtotal
|
123,786 | 122,155 | ||||||
Less: accumulated depreciation and amortization
|
80,500 | 78,941 | ||||||
|
|
|
|
|||||
Property, plant and equipment, net
|
43,286 | 43,214 | ||||||
|
|
|
|
|||||
OTHER ASSETS
|
||||||||
Goodwill
|
114,713 | 114,668 | ||||||
Other intangible assets, net
|
81,658 | 84,151 | ||||||
Right-of-use
|
5,431 | 5,786 | ||||||
Deferred income taxes
|
8,813 | 8,731 | ||||||
Other assets
|
1,086 | 365 | ||||||
|
|
|
|
|||||
Total other assets
|
211,701 | 213,701 | ||||||
|
|
|
|
|||||
TOTAL ASSETS
|
$ | 458,640 | $ | 449,722 | ||||
|
|
|
|
Common
Shares |
Additional
Paid-In
Capital |
Retained
Earnings |
Accumulated Other
Comprehensive Income (Loss) |
Total
Shareholders’ Equity |
||||||||||||||||
Balance at September 30, 2021
|
43,362 | $ | 147,403 | $ | 180,701 | $ | 198 | $ | 328,302 | |||||||||||
Conversion of restricted share units and exercise
of stock options
|
152 | (683 | ) | — | — | (683 | ) | |||||||||||||
Stock compensation expense
|
— | 1,903 | — | — | 1,903 | |||||||||||||||
Net earnings
|
— | — | 15,340 | — | 15,340 | |||||||||||||||
Foreign currency translation adjustment
|
— | — | — | (58 | ) | (58 | ) | |||||||||||||
Hedging activity, net of tax
|
— | — | — | 415 | 415 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2021
|
43,514 | $ | 148,623 | $ | 196,041 | $ | 555 | $ | 345,219 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2020
|
43,069 | $ | 140,195 | $ | 109,294 | $ | (1,860 | ) | $ | 247,629 | ||||||||||
Conversion of restricted share units and exercise
of stock options
|
55 | (41 | ) | — | — | (41 | ) | |||||||||||||
Stock compensation expense
|
— | 1,241 | — | — | 1,241 | |||||||||||||||
Net earnings
|
— | — | 26,779 | — | 26,779 | |||||||||||||||
Foreign currency translation adjustment
|
— | — | — | 3,301 | 3,301 | |||||||||||||||
Hedging activity, net of tax
|
— | — | — | (42 | ) | (42 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2020
|
43,124 | $ | 141,395 | $ | 136,073 | $ | 1,399 | $ | 278,867 | |||||||||||
|
|
|
|
|
|
|
|
|
|
1.
|
Nature of Business
|
2.
|
Basis of Presentation
|
3.
|
Significant Accounting Policies
|
(a)
|
Recent Accounting Pronouncements –
|
(b)
|
Reclassifications –
|
4.
|
Revenue Recognition
|
Three Months Ended December 31,
|
||||||||||||
2021
|
2020
|
Inc (Dec)
|
||||||||||
Diagnostics-
|
||||||||||||
Americas
|
$ | 26,613 | $ | 23,551 | 13 | % | ||||||
EMEA
|
6,093 | 6,020 | 1 | % | ||||||||
ROW
|
498 | 750 | (34 | )% | ||||||||
|
|
|
|
|
|
|||||||
Total Diagnostics
|
33,204 | 30,321 | 10 | % | ||||||||
Life Science-
|
||||||||||||
Americas
|
8,137 | 18,755 | (57 | )% | ||||||||
EMEA
|
28,648 | 32,311 | (11 | )% | ||||||||
ROW
|
18,352 | 11,530 | 59 | % | ||||||||
|
|
|
|
|
|
|||||||
Total Life Science
|
55,137 | 62,596 | (12 | )% | ||||||||
|
|
|
|
|
|
|||||||
Consolidated
|
$ | 88,341 | $ | 92,917 | (5 | )% | ||||||
|
|
|
|
|
|
Three Months Ended December 31,
|
||||||||||||
2021
|
2020
|
Inc (Dec)
|
||||||||||
Diagnostics-
|
||||||||||||
Molecular assays
|
$ | 4,752 | $ | 4,590 | 4 | % | ||||||
Non-molecular
assays
|
28,452 | 25,731 | 11 | % | ||||||||
|
|
|
|
|
|
|||||||
Total Diagnostics
|
$ | 33,204 | $ | 30,321 | 10 | % | ||||||
|
|
|
|
|
|
|||||||
Life Science-
|
||||||||||||
Molecular reagents
|
$ | 31,488 | $ | 46,029 | (32 | )% | ||||||
Immunological reagents
|
23,649 | 16,567 | 43 | % | ||||||||
|
|
|
|
|
|
|||||||
Total Life Science
|
$ | 55,137 | $ | 62,596 | (12 | )% | ||||||
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|||||||||
|
|
2021
|
|
|
2020
|
|
|
Inc (Dec)
|
|
|||
Diagnostics-
|
|
|
|
|||||||||
Gastrointestinal assays
|
$ | 21,619 | $ | 15,452 | 40 | % | ||||||
Respiratory illness assays
|
6,380 | 4,806 | 33 | % | ||||||||
Blood chemistry assays
|
78 | 4,394 | (98 | )% | ||||||||
Other
|
5,127 | 5,669 | (10 | )% | ||||||||
|
|
|
|
|
|
|||||||
Total Diagnostics
|
$ | 33,204 | $ | 30,321 | 10 | % | ||||||
|
|
|
|
|
|
5.
|
Fair Value Measurements
|
6.
|
Business Combinations
|
Three Months Ended December 31,
|
2021
|
2020
|
||||||
Net revenues
|
$ | 88,341 | $ | 97,824 | ||||
Net earnings
|
15,340 | 28,014 |
7.
|
Lead Testing Matters
|
8.
|
Cash and Cash Equivalents
|
December 31,
2021 |
September 30,
2021 |
|||||||
Institutional money market funds
|
$ | 1,020 | $ | 1,020 | ||||
Cash on hand, unrestricted
|
71,709 | 48,751 | ||||||
|
|
|
|
|||||
Total
|
$ | 72,729 | $ | 49,771 | ||||
|
|
|
|
9.
|
Inventories, Net
|
December 31,
2021 |
September 30,
2021 |
|||||||
Raw materials
|
$ | 15,104 | $ | 14,843 | ||||
Work-in-process
|
21,479 | 25,072 | ||||||
Finished goods - instruments
|
2,699 | 2,260 | ||||||
Finished goods - kits and reagents
|
34,916 | 34,667 | ||||||
|
|
|
|
|||||
Total
|
$ | 74,198 | $ | 76,842 | ||||
|
|
|
|
10.
|
Goodwill and Other Intangible Assets, Net
|
|
|
December 31, 2021
|
|
|
September 30, 2021
|
|
||||||||||
|
|
Gross
Carrying Value |
|
|
Accumulated
Amortization |
|
|
Gross
Carrying Value |
|
|
Accumulated
Amortization |
|
||||
Manufacturing technologies, core products and cell lines
|
$ | 62,421 | $ | 23,592 | $ | 62,416 | $ | 22,633 | ||||||||
Trade names, licenses and patents
|
18,495 | 9,806 | 18,489 | 9,492 | ||||||||||||
Customer lists, customer relationships and
supply agreements
|
54,954 | 20,887 | 54,941 | 19,649 | ||||||||||||
Non-compete
agreements
|
110 | 37 | 110 | 31 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total
|
$ | 135,980 | $ | 54,322 | $ | 135,956 | $ | 51,805 | ||||||||
|
|
|
|
|
|
|
|
11.
|
Leasing Arrangements
|
Three Months Ended December 31,
|
2021
|
2020
|
||||||
Lease costs within cost of sales
|
$ | 225 | $ | 158 | ||||
Lease costs within operating expenses
|
388 | 374 | ||||||
Right-of-use
,
obtained in exchange for operating lease liabilities
|
218 | 80 |
December 31,
2021 |
September 30,
2021 |
|||||||
Weighted average remaining lease term
|
3.3 years | 3.6 years | ||||||
Average discount rate
|
3.2 | % | 3.2 | % |
2022 (represents remainder of fiscal year)
|
$ | 1,687 | ||
2023
|
1,690 | |||
2024
|
1,218 | |||
2025
|
908 | |||
2026
|
316 | |||
Thereafter
|
62 | |||
|
|
|||
Total lease payments
|
5,881 | |||
Less amount of lease payments representing interest
|
(295 | ) | ||
|
|
|||
Total present value of lease payments
|
$ | 5,586 | ||
|
|
Three Months Ended December 31,
|
2021
|
2020
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
||||||||
Operating cash flows from operating leases
|
$ | 627 | $ | 494 | ||||
|
|
|
|
12.
|
Bank Credit Arrangements
|
13.
|
Contingent Obligations and
Non-Current
Liabilities
|
December 31,
2021 |
September 30,
2021 |
|||||||
Current liabilities
|
$ | 765 | $ | 638 | ||||
Non-current
liabilities
|
$ | 5,068 | $ | 5,176 |
14.
|
National Institutes of Health Contracts
|
15.
|
Reportable Segment and Major Customers Information
|
|
|
Diagnostics
|
|
|
Life Science
|
|
|
Corporate
(1)
|
|
|
Eliminations
(2)
|
|
|
Total
|
|
|||||
Three Months Ended December 31, 2021
|
|
|||||||||||||||||||
Net revenues -
|
|
|
|
|
|
|||||||||||||||
Third-party
|
$ | 33,204 | $ | 55,137 | $ | — | $ | — | $ | 88,341 | ||||||||||
Inter-segment
|
34 | 55 | — | (89 | ) | — | ||||||||||||||
Operating (loss) income
|
(2,612 | ) | 26,517 | (3,637 | ) | 15 | 20,283 | |||||||||||||
Goodwill (December 31, 2021)
|
94,908 | 19,805 | — | — | 114,713 | |||||||||||||||
Other intangible assets, net (December 31, 2021)
|
81,656 | 2 | — | — | 81,658 | |||||||||||||||
Total assets (December 31, 2021)
|
352,318 | 106,339 | — | (17 | ) | 458,640 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Three Months Ended December 31, 2020
|
||||||||||||||||||||
Net revenues -
|
||||||||||||||||||||
Third-party
|
$ | 30,321 | $ | 62,596 | $ | — | $ | — | $ | 92,917 | ||||||||||
Inter-segment
|
69 | 18 | — | (87 | ) | — | ||||||||||||||
Operating (loss) income
|
(1,182 | ) | 39,797 | (3,963 | ) | 12 | 34,664 | |||||||||||||
Goodwill (September 30, 2021)
|
94,904 | 19,764 | — | — | 114,668 | |||||||||||||||
Other intangible assets, net (September 30, 2021)
|
84,149 | 2 | — | — | 84,151 | |||||||||||||||
Total assets (September 30, 2021)
|
339,208 | 110,536 | — | (22 | ) | 449,722 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes selected legal costs of $281 and $1,227 in the three months ended December 31, 2021 and 2020, respectively.
|
(2)
|
Eliminations consist of inter-segment transactions.
|
Three Months Ended December 31,
|
2021
|
2020
|
||||||
Operating (loss) income:
|
||||||||
Diagnostics segment
|
$ | (2,612 | ) | $ | (1,182 | ) | ||
Life Science segment
|
26,517 | 39,797 | ||||||
Eliminations
|
15 | 12 | ||||||
|
|
|
|
|||||
Total operating income
|
23,920 | 38,627 | ||||||
Corporate expenses
|
(3,637 | ) | (3,963 | ) | ||||
Interest income
|
1 | 9 | ||||||
Interest expense
|
(372 | ) | (534 | ) | ||||
RADx initiative grant income
|
— | 800 | ||||||
Other, net
|
(161 | ) | (691 | ) | ||||
|
|
|
|
|||||
Consolidated earnings before income taxes
|
$ | 19,751 | $ | 34,248 | ||||
|
|
|
|
Three Months Ended December 31,
|
|
2021
|
|
|
2020
|
|
||
Diagnostics
|
|
|
||||||
Customer A
|
|
10
|
%
|
12 | % | |||
Customer B
|
|
11
|
%
|
10 | % | |||
Customer C
|
|
11
|
%
|
11 | % | |||
|
|
|
|
|
|
|
|
|
Life Science
|
||||||||
Customer D
|
|
14
|
%
|
19 | % | |||
Customer E
|
|
23
|
%
|
2 | % |
Three Months Ended December 31,
|
|
2021
|
|
|
2020
|
|
||
Life Science
|
|
|
||||||
Customer D
|
|
|
9
|
%
|
|
|
13
|
%
|
Customer E
|
|
|
14
|
%
|
|
|
2
|
%
|
16.
|
Income Taxes
|
17.
|
Subsequent Event
|
- |
By Reportable Segment & Geographic Region
|
- |
By Product Platform/Type
|
• |
Volume growth in the gastrointestinal products benefitting from sales of the BreathTek product, acquired on July 31, 2021 (approximately $5,600 of net revenues from BreathTek in the first quarter of fiscal 2022);
|
• |
Volume growth in sales of respiratory illness products, comprised of tests for Group A Strep, Mycoplasma pneumonia, Influenza, and Pertussis, among others, reflecting an increase in the testing for these illnesses compared to the first quarter of fiscal 2021, despite the ongoing
COVID-19
pandemic; and
|
• |
Volume declines from sales of blood chemistry products due to the ongoing LeadCare product recall, which commenced in May 2021 ($4,316 decrease in net revenues compared to the first quarter of fiscal 2021).
|
Three Months Ended December 31,
|
||||||||||||
2021
|
2020
|
Change
|
||||||||||
Gross Profit
|
$ | 49,159 | $ | 61,548 | (20 | )% | ||||||
Gross Profit Margin
|
56 | % | 66 | % | -10 points |
Research &
Development |
Selling &
Marketing |
General &
Administrative |
Other
|
Total Operating
Expenses |
||||||||||||||||
Fiscal 2021 First Quarter:
|
||||||||||||||||||||
Diagnostics
|
$ | 5,070 | $ | 5,728 | $ | 5,748 | $ | 1,047 | $ | 17,593 | ||||||||||
Life Science
|
581 | 1,293 | 3,454 | — | 5,328 | |||||||||||||||
Corporate
|
— | — | 2,736 | 1,227 | 3,963 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total 2021 First Quarter Expenses
|
$ | 5,651 | $ | 7,021 | $ | 11,938 | $ | 2,274 | $ | 26,884 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Fiscal 2022 First Quarter:
|
|
|||||||||||||||||||
Diagnostics
|
$ | 5,556 | $ | 6,009 | $ | 7,143 | $ | — | $ | 18,708 | ||||||||||
Life Science
|
638 | 1,732 | 4,161 | — | 6,531 | |||||||||||||||
Corporate
|
— | — | 3,356 | 281 | 3,637 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total 2022 First Quarter Expenses
|
$ | 6,194 | $ | 7,741 | $ | 14,660 | $ | 281 | $ | 28,876 | ||||||||||
|
|
|
|
|
|
|
|
|
|
• |
Increased Research & Development costs, reflecting increased clinical trial spending and product development costs within our Diagnostics segment;
|
• |
Increased Selling & Marketing costs in both the Diagnostics and Life Science segments, primarily reflecting the effects of filling certain open positions and the easing of certain travel and meeting restrictions imposed during the prior year in connection with the
COVID-19
pandemic; and
|
• |
Increased General & Administrative costs, primarily reflecting the combined effects of additional investment in incentive compensation, the timing of certain outside services costs and increased commercial insurance costs for Directors & Officers and Property & Casualty coverages.
|
101.INS | Inline XBRL Instance Document | |
101.SCH | Inline XBRL Instance Extension Schema | |
101.CAL | Inline XBRL Instance Extension Calculation Linkbase | |
101.DEF | Inline XBRL Instance Extension Definition Linkbase | |
101.LAB | Inline XBRL Instance Extension Label Linkbase | |
101.PRE | Inline XBRL Instance Extension Presentation Linkbase | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* |
Management Compensatory Contracts
|
+ |
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.
|
MERIDIAN BIOSCIENCE, INC.
|
||||||
Date:
February 4, 2022
|
By: |
/s/ Julie Smith
|
||||
Julie Smith | ||||||
Senior Vice President and Controller
(Principal Accounting Officer)
|
Exhibit 10.1
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
CHIEF EXECUTIVE OFFICER
LEVEL 9
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
CHIEF EXECUTIVE OFFICER
LEVEL 9
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]
I. |
PURPOSE |
The purpose of this cash-based incentive compensation plan (the Plan) is to define a mechanism for stimulating and rewarding the achievement of business goals by eligible employees, as proposed by the Compensation Committee of the Board of Directors of the Company (the Board) and agreed by the Board.
II. |
SCOPE |
This Plan is for the Chief Executive Officer of Meridian Bioscience, Inc. and its subsidiaries (the Company).
III. |
ELIGIBILITY REQUIREMENTS |
Eligibility for participation in this Plan is limited to an elected officer of the Company in the chief executive officer position as determined in the sole discretion of the Compensation Committee of the Board (the Executive or Participant).
1. |
An Executive hired after October 1, 2021 are eligible for a pro-rated bonus based on the number of days employed during the fiscal year. Employees hired after July 1, 2022 will not be eligible for Bonus until Fiscal Year 2023. |
2. |
An Executive who terminates after September 30, 2022 but prior to the date the bonus is paid are eligible for his or her bonus, including any business accelerators noted in Section IV below, except in the case where the Executive is terminated for Cause as defined in the Meridian Bioscience, Inc. 2021 Stock Incentive Plan. |
3. |
The Executives base compensation as of September 30, 2022 will be used for purposes of calculating bonus payout, unless Section VII.4 is applicable in which case the Executives base compensation at the time of termination of employment shall be used for purposes of calculating bonus payout. |
4. |
The Company expects that any payments earned under this Plan will be paid by December 15, 2022. |
5. |
The Plan is subject to the Companys Compensation Recoupment Policy adopted by the Board of Directors on December 9, 2020. |
6. |
The Plan is subject to the terms of any applicable Change in Control Agreement executed with a terminating Executive. |
IV. |
PERFORMANCE TARGETS AND PAYOUT PERCENTAGES |
The Plan consists of three components, with a weighting factor assigned to each: Consolidated Net Revenues (30% weighting), Consolidated Operating Income (30% weighting), and Individual
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
CHIEF EXECUTIVE OFFICER
LEVEL 9
Performance (40% weighting). The Plan is designed to payout 95% of base salary at target, which is revenue of [***] million and adjusted operating income of [***] million. The Plan also includes business accelerators that are aimed at rewarding performance for revenue achievement and growth above our financial guidance and internal operating plan. Such business accelerators are effective at revenues ranging from [***] million to [***] million. The Compensation Committee shall be responsible for determining if the targets have been met and may not increase compensation payable under this Plan in excess of the amounts provided herein. Subsequent to the Compensation Committees determination that targets have been met, each Participant shall receive a cash lump sum payment of the bonus, less required payroll withholdings. In no event shall payment be made later than two and one-half (2 1⁄2) months following the Companys fiscal year end; provided¸ however, the Participant may make the deferral election described in Section VI.
See Appendices I and II for payout percentages at various levels of revenues, adjusted (non-GAAP) operating income and individual performance as well as business accelerators for achievement of revenues starting at [***] million.
V. |
NON-GAAP MEASUREMENT |
Non-GAAP items shall consist of items disclosed in the Companys Non-GAAP Financial Measures disclosures in the fiscal 2022 Form 10-K. Upon the proposal of the Compensation Committee, the Board may in its discretion consider non-GAAP items, which may include restructuring and extraordinary charges, in the calculation of Operating Income.
In the event of an acquisition during the Plan year, to the extent not already captured in the non-GAAP disclosures noted above, the Board, upon the proposal of the Compensation Committee, may in its discretion consider restructuring, purchase accounting and extraordinary charges associated with such acquisitions as disclosed in the Companys Form 10-K to be considered in the calculation of Operating Income.
Additionally, the Compensation Committee will determine the treatment of revenue and/or operating income or operating losses from acquired companies in the calculation (acquired during the fiscal year). For example, the Compensation Committee may exclude the revenue and/or operating income or loss of the acquired company from the calculation or the Compensation Committee may approve new revenue and operating income targets developed by management reflecting the impact of the acquisition.
The Compensation Committee shall evaluate certain events, in its discretion, for determination of treatment in the bonus calculation. Examples include the impact of tax legislation and the impact of implementing new accounting standards.
VI. |
DEFERRAL OF BONUS PAYMENT |
Executives may elect to defer payment of bonus to no later than January 15, 2023. Such election must be made in writing prior to March 31, 2022.
VII. |
GENERAL PROVISIONS |
1. |
Payments will be made in a cash lump sum payment, less required payroll withholdings, and will be paid on or about December 15, 2022. |
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
CHIEF EXECUTIVE OFFICER
LEVEL 9
2. |
For U.S. Participants, appropriate withholdings will be deducted from the bonus award, including income taxes, FICA, and 401k plan contributions. Appropriate withholdings will also be made for international employees based on local requirements. |
3. |
A Participants rights and interests under the Plan may not be assigned, pledged or transferred. |
4. |
A Participant who leaves during the plan year due to death, long-term disability, retirement, or as the result of a reduction in force, are eligible for a pro-rated payout of his or her target bonus (i.e., 50% of base salary) upon termination of employment. Retirement shall be defined as termination of employment at age 55 or older with greater than 10 years of service. |
5. |
Nothing in the Plan shall confer upon any Participant the right to continue in the employment of the Company or affect the right of the Company to terminate the employment of any Participant. |
6. |
It is intended that payments under the Plan qualify as short-term deferrals exempt from the requirements of Section 409A of the Code. |
7. |
A Participant with an individual performance rating of Not Achieved will not be eligible for payout, unless an exception for payment is approved by the Compensation Committee. |
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
CHIEF EXECUTIVE OFFICER
LEVEL 9
APPENDIX I
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
[***]
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
CHIEF EXECUTIVE OFFICER
LEVEL 9
APPENDIX II
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
[***]
Exhibit 10.2
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
EXECUTIVE VICE PRESIDENTS
LEVEL 8
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
OFFICERS
LEVEL 8
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]
I. |
PURPOSE |
The purpose of this cash-based incentive compensation plan (the Plan) is to define a mechanism for stimulating and rewarding the achievement of business goals by eligible employees, as proposed by the Compensation Committee of the Board of Directors of the Company (the Board) and agreed by the Board.
II. |
SCOPE |
This Plan includes certain executives as designated by the CEO of Meridian Bioscience, Inc. and its subsidiaries (the Company).
III. |
ELIGIBILITY REQUIREMENTS |
Eligibility for participation in this Plan is limited to elected officers of the Company who are in an executive vice president position as determined in the sole discretion of the Compensation Committee of the Board (the Executives or Participants).
1. |
Executives hired after October 1, 2021 are eligible for a pro-rated bonus based on the number of days employed during the fiscal year. Employees hired after July 1, 2022 will not be eligible for Bonus until Fiscal Year 2022. |
2. |
Executives who terminate after September 30, 2022 but prior to the date the bonus is paid are eligible for his or her bonus, including any business accelerators noted in Section IV below, except in the case where the Executive is terminated for Cause as defined in the Meridian Bioscience, Inc. 2022 Stock Incentive Plan. |
3. |
The Executives base compensation as of September 30, 2022 will be used for purposes of calculating bonus payout, unless Section VII.4 is applicable in which case the Executives base compensation at the time of termination of employment shall be used for purposes of calculating bonus payout. |
4. |
The Company expects that any payments earned under this Plan will be paid by December 15, 2022. |
5. |
The Plan is subject to the Companys Compensation Recoupment Policy adopted by the Board of Directors on December 9, 2020. |
6. |
The Plan is subject to the terms of any applicable Change in Control Agreement executed with a terminating Executive. |
IV. |
PERFORMANCE TARGETS AND PAYOUT PERCENTAGES |
The Plan consists of three components, with a weighting factor assigned to each: Consolidated Net Revenues (30% weighting), Consolidated Operating Income (30% weighting), and Individual Performance (40% weighting). The Plan is designed to payout 55% of base salary at target, which is revenue of [***] million and adjusted operating income of [***] million. The Plan also includes business accelerators that are aimed at rewarding performance for revenue achievement and growth above our financial guidance and internal operating plan. Such business accelerators are effective at revenues ranging from [***] million to [***] million. Notwithstanding the foregoing, for a participant to earn business accelerators
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
EXECUTIVE VICE PRESIDENTS
LEVEL 8
related to consolidated revenue achievement at or above [***] million, the following criteria must be met: (1) the participants business unit achievement must be at least 100% of it [***] million next revenue plan, (2) the individual must earn a performance rating of 3 or higher, and (3) the compensation committee must approve the payout amount. The Compensation Committee shall be responsible for determining if the targets have been met and may not increase compensation payable under this Plan in excess of the amounts provided herein. Subsequent to the Compensation Committees determination that targets have been met, each Participant shall receive a cash lump sum payment of the bonus, less required payroll withholdings. In no event shall payment be made later than two and one-half (2 1⁄2) months following the Companys fiscal year end; provided¸ however, the Participant may make the deferral election described in Section VI.
See Appendices I and II for payout percentages at various levels of revenues, adjusted (non-GAAP) operating income and individual performance as well as business accelerators for achievement of revenues starting at [***] million.
V. |
NON-GAAP MEASUREMENT |
Non-GAAP items shall consist of items disclosed in the Companys Non-GAAP Financial Measures disclosures in the fiscal 2022 Form 10-K. Upon the proposal of the Compensation Committee, the Board may in its discretion consider non-GAAP items, which may include restructuring and extraordinary charges, in the calculation of Operating Income.
In the event of an acquisition during the Plan year, to the extent not already captured in the non-GAAP disclosures noted above, the Board, upon the proposal of the Compensation Committee, may in its discretion consider restructuring, purchase accounting and extraordinary charges associated with such acquisitions as disclosed in the Companys Form 10-K to be considered in the calculation of Operating Income.
Additionally, the Compensation Committee will determine the treatment of revenue and/or operating income or operating losses from acquired companies in the calculation (acquired during the fiscal year). For example, the Compensation Committee may exclude the revenue and/or operating income or loss of the acquired company from the calculation or the Compensation Committee may approve new revenue and operating income targets developed by management reflecting the impact of the acquisition.
The Compensation Committee shall evaluate certain events, in its discretion, for determination of treatment in the bonus calculation. Examples include the impact of tax legislation and the impact of implementing new accounting standards.
VI. |
DEFERRAL OF BONUS PAYMENT |
Executives may elect to defer payment of bonus to no later than January 15, 2023. Such election must be made in writing prior to March 31, 2022.
VII. |
GENERAL PROVISIONS |
1. |
Payments will be made in a cash lump sum payment, less required payroll withholdings, and will be paid on or about December 15, 2022. |
2. |
For U.S. Participants, appropriate withholdings will be deducted from the bonus award, including income taxes, FICA, and 401k plan contributions. Appropriate withholdings will also be made for international employees based on local requirements. |
3. |
A Participants rights and interests under the Plan may not be assigned, pledged or transferred. |
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
EXECUTIVE VICE PRESIDENTS
LEVEL 8
4. |
Participants who leave during the plan year due to death, long-term disability, retirement, or as the result of a reduction in force, are eligible for a pro-rated payout of his or her target bonus (i.e., 50% of base salary) upon termination of employment. Retirement shall be defined as termination of employment at age 55 or older with greater than 10 years of service. |
5. |
Nothing in the Plan shall confer upon any Participant the right to continue in the employment of the Company or affect the right of the Company to terminate the employment of any Participant. |
6. |
It is intended that payments under the Plan qualify as short-term deferrals exempt from the requirements of Section 409A of the Code. |
7. |
Participants with an individual performance rating of Not Achieved will not be eligible for payout, unless an exception for payment is approved by the Compensation Committee. |
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
EXECUTIVE VICE PRESIDENTS
LEVEL 8
APPENDIX I
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
[***]
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
EXECUTIVE VICE PRESIDENTS
LEVEL 8
APPENDIX II
CASH-BASED INCENTIVE COMPENSATION PLAN
FISCAL YEAR 2022
[***]
Exhibit 10.3
MERIDIAN BIOSCIENCE, INC.
2021 OMNIBUS AWARD PLAN
FISCAL YEAR 2022 PERFORMANCE SHARE UNIT AWARD AGREEMENT
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE
COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]
Summary of Performance Share Unit Award Grant
MERIDIAN BIOSCIENCE, INC. (the Company), pursuant to the 2021 Omnibus Award Plan, as amended from time to time (the Plan) hereby irrevocably grants you (the Participant), effective November 4, 2021 (the Grant Date), a Performance Share Unit Award (the Award) of forfeitable performance share units of the Company (PSUs), each PSU representing the right to receive one share of the Companys common stock, no par value per share (Common Stock), subject to the restrictions, terms and conditions herein.
Name of Grantee: | ||
Target Number of PSUs: | ||
Grant Date: | November 4, 2021 | |
Vesting Date: | See Section 3(e) |
WHEREAS, the Participant has been selected as a participant in the performance share unit program of the Company covering the Companys 2024 fiscal year; and
WHEREAS the Compensation Committee (the Committee) of the Board of Directors of the Company (the Board) has determined that it would be in the best interests of the Company and its shareholders to grant the award provided for herein to the Participant, on the terms and conditions described in this Performance Share Unit Award Agreement (including Appendix A, the Agreement).
NOW, THEREFORE, for and in consideration of the promises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, for themselves, and their permitted successors and assigns, hereby agree as follows:
1. Terms and Conditions.
(a) Award. Subject to the other terms and conditions contained in this Agreement and in the Plan, the Company hereby grants to the Participant as of the Grant Date the Award of PSUs described herein. The number of PSUs to which the Participant may be entitled, based on achievement of the Performance Criteria and the business unit to which the Participant is assigned, are set forth on Appendix A. The actual number of PSUs that are earned, if any, pursuant to the terms and conditions of the Award will be determined by the Committee (the Total Award) and shall be computed in accordance with the terms and conditions of this Agreement and Appendix A.
(b) Performance Period. Subject to the other terms and conditions contained in this Agreement, the performance period for the Award shall commence on October 1, 2023 and shall terminate on September 30, 2024 (the Performance Period). The extent to which the Award shall be earned at the end of the Performance Period shall be based upon: (i) the Companys Diagnostics and Life Science business units Revenues during the Performance Period; and (ii) the Companys Consolidated Adjusted Operating Income, before stock-based compensation expense, during the Performance Period (the Performance Criteria). Award payout percentages are set forth on Appendix A.
(c) Settlement. The Company shall settle the Award by causing one share of Common Stock for each PSU in the Total Award that is outstanding (and not previously forfeited) as of the Payout Date to be registered in the name of the Participant and held in book-entry form on the Payout Date.
2. Forfeiture of PSUs.
(a) Termination of Employment Generally. Except as otherwise determined by the Company in its sole discretion or as otherwise provided in this Agreement, all PSUs shall be forfeited without consideration to the Participant upon the Participants termination of employment with the Company or its Affiliates for any reason (and the Participant shall forfeit any rights to receive shares of Common Stock or cash in respect of the Award).
(b) Termination due to Death, Disability or Retirement. In the event the Participants employment with the Company is terminated due to death, Disability or Retirement, the Participant shall be entitled to receive a prorated portion of the Award determined in accordance with Section 3.
(c) Brokerage Account Requirement. The Participant hereby acknowledges that in order for the PSUs to vest, Participant must, prior to the first Vesting Date: (i) accept the PSUs 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 Participant has not completed both of the tasks prior to the Vesting Date, the PSUs shall be forfeited as of such date.
(d) Clawback. In addition, in 2020 the Board adopted a compensation recoupment or clawback policy (the Clawback Policy) applicable to all Company officers subject to Section 16 of the Exchange Act. The PSUs are subject to the Clawback Policy.
3. Performance Determinations.
(a) If the Participant is employed with the Company or its Affiliates at the completion of the Performance Period, then following completion of the Performance Period the Company will determine the amount of the Total Award payable to the Participant based on Appendix A.
(b) If the Participants employment with the Company or its Affiliates has terminated prior to the end of the Performance Period due to death or Disability, then as soon as administratively feasible (in the Committees sole discretion) following such termination the Company will determine the Total Award payable to Participant. The Total Award shall be calculated based on the Target Number of PSUs identified on Appendix A.
2
(c) If at any time after the one-year anniversary of the date of this Agreement the Participants employment with the Company or its Affiliates has terminated prior to the end of the Performance Period due to Participants Retirement, then as soon as administratively feasible (in the Committees sole discretion) following the Performance Period the Company will determine the Total Award payable to Participant. The Total Award shall be calculated based on the actual number of PSUs as earned and certified based on the Companys achievement of the Performance Criteria during the Performance Period and the business unit assigned to the Participant, as described on Appendix A multiplied by a fraction, the numerator of which is the total number of complete months worked by the Participant from November 1, 2021 to the date of termination of employment, and the denominator of which is thirty-five (35), the total number of months from the date of this Agreement and the end of the Performance Period.
(d) If, in connection with a Change in Control, the successor company, or a parent of the successor company, in the Change in Control does not agree to assume, replace, or substitute the PSUs granted hereunder (as of the consummation of such Change in Control) with PSUs on substantially identical terms, as determined by the Committee, then as of immediately prior to such Change in Control, the Company will determine the Total Award, without proration, calculated based on the higher of: (i) the Companys actual performance to date with respect to the Performance Criteria or (ii) the Target Award. The date of the consummation of the Change in Control shall be the Vesting Date for purposes of this Section 3(d).
(e) Payment of awards shall be made on a date not later than thirty (30) days following the completion of the Performance Period and the Companys filing with the Securities and Exchange Commission of its Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the Vesting Date). On the Vesting Date, the Participant shall be entered as the stockholder of record for the number of PSUs covered by the Award which the Committee determines, in writing, have been earned and certified pursuant to Appendix A, and which have vested pursuant to the terms and conditions of this Agreement.
(f) If the Participant is a specified employee within the meaning of Section 409A of the Code on the date of the Participants separation from service and the Participants PSUs are subject to Section 409A of the Code, then payment pursuant to Section 3(c) shall be made on the first day of the seventh month following the Participants separation from service, or, if earlier, the date of the Participants death.
(g) The Committee may, in its sole discretion, modify the Performance Criteria, including the entirety of Appendix A, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business (including, without limitation, the Companys acquisition of another business or company), operations, corporate structure or capital structure of the Company or its Subsidiaries, the manner in which it conducts its business, or other events or circumstances.
(h) Except as may be otherwise provided in this Agreement, at no time prior to such Vesting Date shall the Participant be deemed for any purpose to be the owner of shares of Common Stock in connection with an Award and the Participant shall have no right prior to applicable Vesting Dates to vote Shares in respect of the Award. The Participant will not have any rights of a shareholder of the Company with respect to the PSUs 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 Participant will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement.
(i) All determinations with respect to the Award or this Agreement by the Company or Committee, including, without limitation, determinations of the Total Award, and timing of settlements, shall be within the Companys absolute discretion and shall be final, binding and conclusive on the Participant.
3
4. Voting and Other Rights; Incorporation by Reference.
(a) Voting and Other Rights. The Participant will not have any rights of a shareholder of the Company with respect to the PSUs until the delivery of the underlying Shares. The Participant shall possess no dividend equivalent payment rights with respect to the PSUs.
(b) Incorporation by Reference. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of this Agreement shall control. 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 Award. The number and kind of Shares deliverable pursuant to the Award are subject to adjustment as provided in Section 12 of the Plan.
5. Compliance with Legal Requirements. The granting and delivery of the Award, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, state, local, and foreign laws, rules, and regulations and to such approvals by any regulatory or governmental agency as may be required.
6. Transferability. The PSUs granted hereunder may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant other than as may be permitted by the Plan and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company or any Affiliate.
7. Miscellaneous.
(a) Waiver. Any right of the Company contained in this Agreement may be waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right, or as a waiver of the same right with respect to any subsequent occasion for its exercise, or as a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute a waiver of any other breach or a waiver of the continuation of the same breach.
(b) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.
(c) No Right to Employment; Continuous Employment. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant, or director of the Company or its Affiliates or shall interfere with or restrict in any way the right of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant with or without cause at any time for any reason whatsoever. Although over the course of employment terms and conditions of employment may change, the at-will term of employment of the Participant will not change. Unless otherwise specified by the Plan, for purposes of this Agreement, the continuous employment of the Participant with the Company shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company, by reason of the transfer of Participants employment among the Company or a leave of absence approved by the Committee
4
(d) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.
(e) Relation to Other Benefits. Any economic or other benefit to the Participant under this Agreement or the Plan shall not be considered in determining any benefits to which the Participant 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.
(f) 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 PSUs thereon pursuant to this Agreement, it shall be a condition to earning the award that the Participant make arrangements satisfactory to the Company for payment of such taxes required to be withheld. With respect to payments under Section 3 herein, the Committee may, in its sole discretion, require the Participant to satisfy such required withholding obligation by surrendering to the Company a portion of the Shares earned by the Participant hereunder, and the Shares so surrendered by the Participant 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 Participant 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.
(g) Amendments. Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Participant. 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 Participant under this Agreement without the Participants 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.
(h) Section 409A of the Code. It is intended that the PSUs 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 PSUs 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 Participant to the additional tax imposed under Section 409A of the Code.
(i) Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto; provided, however, the Participant understands that the Participant may have an existing agreement(s) with the Company, through prior awards, acquisition of a prior employer or otherwise, that may include restrictive covenants, and acknowledges that the covenants in the agreements that provide the Company with the greatest protection enforceable under applicable law shall control, and that the parties do not intend to create any ambiguity or conflict that would release the Participant from the obligations the Participant has assumed under the restrictive covenants in any of these agreements. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto, except for any changes permitted without consent of the Participant under the Plan.
5
(j) Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Ohio. Each of the Company and the Participant 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. Each of the Company and the Participant 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.
(k) Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction and shall not constitute a part of this Agreement.
(l) Language. If the Participant 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.
(m) No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participants participation in the Plan or the acquisition or sale of the underlying securities. The Participant is hereby advised to consult with the Participants personal tax, legal or financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
(n) Electronic Delivery. The Participant 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 Participant understands that, unless earlier revoked by the Participant by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Participant 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 Participant 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 Participant 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.
6
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Participant has also executed this Agreement, as of the date first set forth above.
MERIDIAN BIOSCIENCE, INC. | ||
By: |
|
|
Name: Bryan Baldasare | ||
Title: Chief Financial Officer |
You must accept the award online or by telephone in accordance with the procedures established by the Company and the Plan administrator. By accepting your award in accordance with these procedures, you acknowledge that a copy of the Plan, Plan Summary and Prospectus, and the Companys most recent Annual Report and Proxy Statement (the Prospectus Information) either have been received by you or are available for viewing on the Companys intranet site or internet site at www.meridianbioscience.com, and consent to receiving this Prospectus Information electronically, or, in the alternative, agree to contact Julie Smith at (513) 272-5230 to request a paper copy of the Prospectus Information at no charge. You also represent that you are familiar with the terms and provisions of the Prospectus Information and hereby accept the award on the terms and conditions set forth herein and in the Plan. These terms and conditions constitute a legal contract that will bind both you and the Company as soon as you accept the award as described above.
7
Appendix A
Calculation of PSUs Earned
Participant Name:
Business Unit (Corporate, LS or Dx):
Target Number of PSUs:
[***]
A-1
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 quarterly report on Form 10-Q 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 controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles; |
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 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 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: February 4, 2022 |
/s/ Jack Kenny |
Jack Kenny |
Chief Executive Officer |
Exhibit 31.2
Certification of Principal Accounting Officer Pursuant to Securities Exchange Act Rule 13a-14(a)
I, Julie Smith, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q 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 controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles; |
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 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 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: February 4, 2022 |
/s/ Julie Smith |
Julie Smith |
Senior Vice President and Controller (Principal Accounting Officer) |
Exhibit 32
Meridian Bioscience, Inc.
Certification of Chief Executive Officer and Principal Accounting 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 Quarterly Report of Meridian Bioscience, Inc. (the Company) on Form 10-Q for the period ended December 31, 2021 (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 |
February 4, 2022 |
/s/ Julie Smith |
Julie Smith |
Senior Vice President and Controller (Principal Accounting Officer) |