Form 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
OR
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the transition period from to
Commission
file number 000-14902
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Meridian Bioscience, Inc.
Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Meridian Bioscience, Inc.
3471 River Hills Drive
Cincinnati, OH 45241
Meridian Bioscience, Inc. Savings and Investment Plan
Financial Statements
As of December 31, 2009 and 2008 and for the year ended December 31, 2009
Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Participants and Administrator
Meridian Bioscience, Inc. Savings and Investment Plan
We have audited the accompanying statements of net assets available for benefits of Meridian
Bioscience, Inc. Savings and Investment Plan (the Plan) as of December 31, 2009 and 2008 and the
statement of changes in net assets available for benefits for the year ended December 31, 2009.
These financial statements are the responsibility of the Plans management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform an audit of its internal control over
financial reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plans internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and
the changes in net assets available for benefits for the year ended December 31, 2009, in
conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedules of assets (held at end of year) as of December 31,
2009 and delinquent participant contributions for the year ended December 31, 2009 are presented
for purposes of additional analysis and are not a required part of the basic financial statements,
but are supplementary information required by the Department of Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules have been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Grant Thornton LLP
Cincinnati, Ohio
June 29, 2010
1
Meridian Bioscience, Inc. Savings and Investment Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
297 |
|
|
$ |
915 |
|
Investments, at fair value: |
|
|
|
|
|
|
|
|
Common stock |
|
|
105,547 |
|
|
|
86,187 |
|
Registered mutual funds |
|
|
18,898,910 |
|
|
|
13,314,641 |
|
Collective trust |
|
|
2,824,691 |
|
|
|
2,529,914 |
|
Participant loans |
|
|
424,666 |
|
|
|
424,622 |
|
|
|
|
|
|
|
|
Total investments |
|
|
22,253,814 |
|
|
|
16,355,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables: |
|
|
|
|
|
|
|
|
Employer contributions |
|
|
588,764 |
|
|
|
575,987 |
|
Participant contributions |
|
|
|
|
|
|
33,176 |
|
|
|
|
|
|
|
|
Total receivables |
|
|
588,764 |
|
|
|
609,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
22,842,875 |
|
|
|
16,965,442 |
|
|
|
|
|
|
|
|
|
|
Excess contributions payable |
|
|
(132,910 |
) |
|
|
(45,269 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for
benefits, at fair value |
|
|
22,709,965 |
|
|
|
16,920,173 |
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to
contract value for interest in
the collective trust relating to
fully-benefit responsive
investment contracts |
|
|
204,900 |
|
|
|
408,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits |
|
$ |
22,914,865 |
|
|
$ |
17,328,602 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these statements.
2
Meridian Bioscience, Inc. Savings and Investment Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the year ended December 31, 2009
|
|
|
|
|
Additions to net assets attributed to: |
|
|
|
|
Net appreciation in fair value of investments |
|
$ |
3,650,294 |
|
Dividend and interest income |
|
|
378,530 |
|
Participant contributions |
|
|
1,528,480 |
|
Employer contributions |
|
|
1,225,898 |
|
Rollover contributions |
|
|
2,699 |
|
|
|
|
|
Total additions |
|
|
6,785,901 |
|
|
|
|
|
|
|
|
|
|
Deductions from net assets attributed to: |
|
|
|
|
Benefit payments |
|
|
1,192,423 |
|
Administrative expenses |
|
|
7,215 |
|
|
|
|
|
Total deductions |
|
|
1,199,638 |
|
|
|
|
|
|
|
|
|
|
Net increase |
|
|
5,586,263 |
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits: |
|
|
|
|
Beginning of year |
|
|
17,328,602 |
|
|
|
|
|
|
|
|
|
|
End of year |
|
$ |
22,914,865 |
|
|
|
|
|
The accompanying notes are an integral part of these statements.
3
NOTES TO FINANCIAL STATEMENTS
Meridian Bioscience, Inc. Savings and Investment Plan
NOTE A DESCRIPTION OF PLAN
The following description of the Meridian Bioscience, Inc. Savings and Investment Plan (the
Plan) is provided for general information purposes only. Participants should refer to the
Plan document for a more complete description of the Plans provisions.
1. General
The Plan is a defined contribution plan covering all employees of Meridian Bioscience, Inc. and
its domestic subsidiaries (the Company) who have met certain service requirements as defined
in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended (ERISA).
2. Participation
Employees become eligible for participation in the Plan on their hire date.
3. Trustee
Merrill Lynch Bank & Trust Company, FSB (Trustee) is designated as the trustee of the Plan.
4. Contributions
Eligible employees may elect a combination of pre-tax and Roth contributions of up to 100% of
their annual earnings through salary deductions (Deferred Contribution), subject to the annual
contribution limit of $16,500, as defined by the Internal Revenue Code. Participants over the
age of 50 may contribute up to an additional $5,500. Participants may also contribute amounts
representing distributions from other qualified plans. Employees are automatically enrolled in
the plan upon becoming eligible, with contributions set at 3% of eligible compensation. The
Company makes matching contributions equal to 100% of the first 3% of each participants
Deferred Contribution for employees who have met the eligibility requirements for such matching
contributions. In addition, the Company makes, at its discretion, an employer profit sharing
contribution. The Company elected to make profit sharing contributions of $588,764 and $561,268
for the 2009 and 2008 plan years, respectively.
5. Participant Accounts
Each participants account is credited with the participants contributions, Company matching
contributions, and plan earnings thereon. Allocations of the Companys profit sharing
contributions are based on participants wages and Plan earnings are allocated based on account
balances, as defined.
4
NOTE A DESCRIPTION OF PLAN (continued)
6. Vesting
Participants are immediately vested in their voluntary contributions and actual earnings
thereon. Vesting in the Companys contributions plus actual earnings thereon is based on years
of continuous service as follows:
|
|
|
|
|
Years of Service |
|
Vesting Percentage |
|
|
|
|
|
|
Less than 1 year |
|
|
0 |
% |
1 year |
|
|
20 |
% |
2 years |
|
|
40 |
% |
3 years |
|
|
60 |
% |
4 years |
|
|
80 |
% |
5 years |
|
|
100 |
% |
7. Participant Loans
Participants may borrow from their fund accounts up to the lesser of $50,000 or 50% of their
vested account balance. Loan terms range from 1-5 years, or longer for the purchase of a
primary residence. The loans are collateralized by the balance in the participants account and
bear interest at a rate commensurate with local prevailing rates as determined quarterly by the
Plan administrator. Interest rates on loans ranged from 4.25% to 10.50% at December 31, 2009.
Principal and interest are paid ratably through monthly payroll deductions.
8. Payment of Benefits
Upon termination of employment due to death, disability or retirement, a participant may elect
to receive (a) an annuity; (b) installments payable in cash or in kind (rollover to another
eligible fund), or part cash and part in kind over a period not to exceed participants life
expectancy; or (c) a single lump sum payment in cash or in kind, or part in cash and part in
kind. For termination of employment due to other reasons, a participant may receive the value
of the vested interest in his or her account as a lump-sum distribution. Terminated
participants with vested account balances greater than $5,000 may elect to leave their accounts
in the Plan for an indefinite period of time.
9. Expenses of the Plan
The Company pays certain expenses of the Plan and provides certain administrative services at no
cost to the Plan. If not paid by the Company, administrative expenses become a liability of the
Plan. In 2009, the Plan paid loan processing fees and investment management fees. All other
expenses were paid by the Company. Certain management fees and operating expenses charged to
plan mutual funds are deducted from income earned on a regular basis, and are netted with the
investment returns on such investments.
10. Forfeitures
In the event that a participant terminates employment prior to 100% vesting, the portion of
employer contributions which is not vested is forfeited at that time. The forfeited amounts are
used to reduce future employer contributions. At December 31, 2009 and 2008 there were $73,746
and $51,139, respectively, of forfeited nonvested accounts. During 2009, $31,840 was used to
reduce employer contributions.
5
NOTE A DESCRIPTION OF PLAN (continued)
11. Investment Options
The Plan allows participants to elect how their contributions and the Companys contributions
will be directed among investment fund options based upon the individual investment objectives
of the participants. Participants automatically enrolled in the Plan upon eligibility are
directed to the Merrill Lynch Retirement Preservation Trust Fund. Participants can make changes
to this designation at their discretion based upon available investment funds within the Plan.
The common stock held by the plan is an investment directly in the Companys common stock.
NOTE B SIGNIFICANT ACCOUNTING POLICIES
1. Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
2. Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of net assets available for benefits as of the date of the
financial statements and the reported amounts of changes in net assets available for benefits
during the reporting period. Actual results could differ from those estimates.
3. Investment Valuation and Income Reporting
The Plans investments are stated at fair value. Fair value is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. See note G for discussion of fair value measurements.
Purchases and sales of investments are recorded on the trade date. Interest income is recorded
on the accrual basis. Dividends are recorded on the ex-dividend date. The Plan presents in the
statement of changes in net assets available for benefits the net appreciation or depreciation
in the fair value of its investments, which consists of realized gains and losses and unrealized
gains and losses on those investments.
4. Payment of Benefits
Benefits are recorded when paid.
6
NOTE B SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various
risks such as interest rate, market, and credit risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that changes in the values of
investment securities will occur in the near term and that such changes could materially affect
participants account balances and the amounts reported in the statement of net assets available
for benefits.
6. Fully-Benefit Responsive Investment Contracts held in Collective Trust
The Plan reports investment contracts held by the Plan at fair value. However, contract value
is the relevant measurement attribute for that portion of the net assets available for benefits
of a defined-contribution plan attributable to fully-benefit responsive investment contracts
because contract value is the amount participants would receive if they were to initiate
permitted transactions under the terms of the Plan. The Plan invests in investment contracts
through the Merrill Lynch Retirement Preservation Trust, a collective trust fund. The
Statements of Net Assets Available for Benefits, as of December 31, 2009 and December 31, 2008,
present the fair value of the investment in the collective trust as well as the adjustment of
the investment in the collective trust from fair value to contract value relating to investment
contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a
contract value basis.
Contract value is the relevant measurement attribute for that portion of the net assets of a
collective investment fund to fully benefit-responsive investment contracts because contract
value is the amount participants would receive if they were to initiate permitted transactions
under the terms of the underlying defined-contribution plans. An investment contract is
generally permitted to be valued at contract value, rather than fair value, to the extent it is
fully benefit-responsive and held by a collective trust offered only to qualified
employer-sponsored defined contribution plans. An investment contract is considered fully
benefit responsive if: 1) it is effected directly between the collective trust and the issuer
and may not be transferred without the consent of the issuer, 2) either the repayment of
principal and interest is a financial obligation of the issuer or the issuer of a wrap contract
provides assurance that the contract crediting rate will not be adjusted to less than zero, 3)
the contract requires all permitted participant-initiated transactions with the collective trust
to occur at contract value without limitation, 4) it is improbable that an event will occur that
would limit the ability of the collective trust to transact at contract value with both the
issuer and collective trust unit holders, and 5) the collective trust allows unit holders
reasonable access to their funds.
7. Recent Accounting Pronouncements
In April 2009, the Financial Accounting Standards Board (FASB) issued FSP FAS157-4, Determining
Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly, to provide additional guidance on
estimating fair value when the volume and level of activity for an asset or liability have
significantly decreased and determining when a transaction is not orderly. The amended guidance
was effective for interim and annual reporting periods ending after June 15, 2009. The adoption
of this guidance did not have a material impact on the Plan. See Note G for additional
disclosures.
7
NOTE B SIGNIFICANT ACCOUNTING POLICIES (continued)
In September 2009, the FASB issued Accounting Standards Update (ASU) 2009-12, Investments in
Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), amending the
guidance in FASB Accounting Standards Codification (ASC) 820, Fair Value Measurements and
Disclosures (formerly FASB Statement 157, Fair Value Measurements). ASU 2009-12 permits, but
does not require, a reporting entity to measure the fair value of certain alternative
investments based on the investees net asset value (NAV) per share or its equivalent as a
practical expedient. The new guidance was effective for interim and annual periods ending after
December 15, 2009. The adoption of the amendments did not have a material impact on the fair
value of the collective trust.
In January 2010, FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving
Disclosures about Fair Value Measurements. FASB ASU No. 2010-06 amends the disclosure
requirements of FASB ASC 820 including amendments regarding the level of disaggregation for each
class of assets and liabilities. The amended guidance is effective for interim and annual
reporting periods beginning after December 15, 2009. The adoption of the amendments will not
have a material impact on the Plan. See Note G for additional disclosures.
NOTE C INVESTMENTS
The following investments represent 5% or more of the Plans net assets at December 31:
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
American Funds Washington Mutual Investors Fund |
|
$ |
3,094,223 |
|
|
$ |
2,520,327 |
|
ML Retirement Preservation Trust** |
|
|
3,029,591 |
|
|
|
2,938,343 |
|
Blackrock Basic Value Fund |
|
|
2,336,017 |
|
|
|
1,653,590 |
|
American Funds Euro Pacific Growth Fund |
|
|
2,217,053 |
|
|
|
1,635,000 |
|
Blackrock Value Opportunities Fund |
|
|
1,990,519 |
|
|
|
1,636,653 |
|
Allianz CCM Capital Appreciation Fund |
|
|
1,766,177 |
|
|
|
1,230,508 |
|
Blackrock
Small/Mid Cap Growth Equity Portfolio |
|
|
1,351,784 |
|
|
|
869,299 |
|
PIMCO Total
Return Fund |
|
|
1,320,001 |
|
|
|
|
|
American Funds Bond Fund of America |
|
|
1,268,531 |
|
|
|
1,189,342 |
|
|
|
|
** |
|
The fair values of the fund were $2,824,691 and $2,529,914 at December 31, 2009 and 2008,
respectively. |
During 2009, the Plans investments (including gains and losses on investments bought and sold,
as well as held during the year) appreciated in value as follows:
|
|
|
|
|
Common stock |
|
$ |
14,835 |
|
Registered mutual funds |
|
|
3,635,459 |
|
|
|
|
|
|
|
$ |
3,650,294 |
|
|
|
|
|
8
NOTE D TAX STATUS
The company uses the prototype plan (FFN: 50339810002-004) designed and maintained by Merrill
Lynch Bank & Trust Company, FSB (Merrill Lynch). The Internal Revenue Service has determined
and informed Merrill Lynch, by a letter dated June 4, 2002, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although
the prototype plan has been amended since receiving the opinion letter, the plan administrator
believes that the prototype plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC.
NOTE E PRIORITIES UPON TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event the Plan is terminated, participants will become 100% vested in their
accounts.
NOTE F PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments held during the years ended December 31, 2009 and 2008 include shares
of the Companys common stock, a collective trust, and shares of mutual funds managed by the
Trustee, or an affiliate thereof, and therefore, these transactions qualify as party-in-interest
transactions.
NOTE G FAIR VALUE MEASUREMENTS
The Plan values financial assets and liabilities at fair value. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Fair value hierarchy prioritizes inputs to
valuation techniques used to measure fair value into three broad levels, which are described
below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that
are accessible at the measurement date for assets and liabilities. The fair value hierarchy
gives the highest priority to Level 1 inputs.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the
assets or liabilities, either directly or indirectly. These include quoted prices for identical
or similar assets or liabilities in markets that are not active, that is, markets in which there
are few transactions for the asset or liability, the prices are not current, or price quotations
vary substantially, either over time or among market makers, or in which little information is
released publicly and inputs that are derived principally from or corroborated by observable
market data by correlation or other means.
Level 3: Unobservable inputs, developed using the Companys estimates and assumptions, which
reflect those that the market participants would use. Such inputs are used when little or no
market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
9
NOTE G FAIR VALUE MEASUREMENTS (continued)
Determining where an asset or liability falls within the hierarchy depends on the lowest level
input that is significant to the fair value measurement as a whole. In determining fair value,
the Company utilizes valuation techniques that maximize the use of observable inputs and
minimize the use of unobservable inputs to the extent possible and considers counterparty credit
risk in the assessment of fair value.
Assets measured at fair value for the Plan are as follows:
Common stock/mutual funds Valued at the closing price reported on the active market
on which the security is traded.
Collective trust Valued at net unit value based on the fair value of the collective
trusts underlying investments using information reported by the investment advisor.
Participant loans Valued at amortized cost, which approximates fair value.
The methods described above may produce a fair value calculation that may not be indicative of
net realizable value or reflective of future fair values. Furthermore, while the Plan believes
its valuation methods are appropriate and consistent with other market participants, the use of
different methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different estimate of fair value at the reporting date.
Plan assets carried at fair value at December 31, 2009 are classified in the table below in one
of the three categories described above:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Company common stock |
|
$ |
105,547 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
105,547 |
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term capital growth funds |
|
|
11,376,567 |
|
|
|
|
|
|
|
|
|
|
|
11,376,567 |
|
Long-term capital growth funds |
|
|
3,828,721 |
|
|
|
|
|
|
|
|
|
|
|
3,828,721 |
|
Balanced funds |
|
|
1,717,658 |
|
|
|
|
|
|
|
|
|
|
|
1,717,658 |
|
Income funds |
|
|
1,552,888 |
|
|
|
|
|
|
|
|
|
|
|
1,552,888 |
|
Other funds |
|
|
423,076 |
|
|
|
|
|
|
|
|
|
|
|
423,076 |
|
Stable value collective trust fund |
|
|
|
|
|
|
2,824,691 |
|
|
|
|
|
|
|
2,824,691 |
|
Participant loans |
|
|
|
|
|
|
|
|
|
|
424,666 |
|
|
|
424,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
19,004,457 |
|
|
$ |
2,824,691 |
|
|
$ |
424,666 |
|
|
$ |
22,253,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
NOTE G FAIR VALUE MEASUREMENTS (continued)
Plan assets carried at fair value at December 31, 2008 are classified in the table below in one
of the three categories described above:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Company common stock |
|
$ |
86,187 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
86,187 |
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term capital growth funds |
|
|
8,313,479 |
|
|
|
|
|
|
|
|
|
|
|
8,313,479 |
|
Long-term capital growth funds |
|
|
2,678,028 |
|
|
|
|
|
|
|
|
|
|
|
2,678,028 |
|
Income funds |
|
|
1,266,438 |
|
|
|
|
|
|
|
|
|
|
|
1,266,438 |
|
Balanced funds |
|
|
847,896 |
|
|
|
|
|
|
|
|
|
|
|
847,896 |
|
Other funds |
|
|
208,800 |
|
|
|
|
|
|
|
|
|
|
|
208,800 |
|
Stable value collective trust fund |
|
|
|
|
|
|
2,529,914 |
|
|
|
|
|
|
|
2,529,914 |
|
Participant loans |
|
|
|
|
|
|
|
|
|
|
424,622 |
|
|
|
424,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
13,400,828 |
|
|
$ |
2,529,914 |
|
|
$ |
424,622 |
|
|
$ |
16,355,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 Gains and Losses
The table below sets forth a summary of changes in the fair value of the Plans Level 3 assets
for the year ended December 31, 2009:
|
|
|
|
|
Participant Loans |
|
|
|
|
Balance, beginning of year |
|
$ |
424,622 |
|
Realized gains (losses) |
|
|
|
|
Unrealized gains (losses) relating to instruments still held at the reporting date |
|
|
|
|
Purchases, sales, issuances and settlements (net) |
|
|
44 |
|
|
|
|
|
Balance, end of year |
|
$ |
424,666 |
|
|
|
|
|
In 2009, the Plan adopted the amended guidance in Accounting Standards Codification 820, Fair Value
Measurements and Disclosures, as it relates to investments in entities calculating NAV or an
equivalent measure of fair value. As a practical expedient, the amendments permit, but do not
require, the Plan to measure the fair value of certain investments based on the investees NAV or
its equivalent. As a result of applying the practical expedient, the fair value of the collective
trust was determined as of December 31, 2009, based on NAV. The adoption of the amendments did not
have a material impact on the fair value of the collective trust. Investments in the collective
trust do not have a holding period. There are no unfunded commitments for investment in the
collective trust. The collective trust invests primarily in Guaranteed Investment Contracts and
U.S. Government and Agency Obligations.
NOTE H DELINQUENT PARTICIPANT CONTRIBUTIONS
During the plan year ended December 31, 2008, there were deemed loans made to the Company when
participant contributions were not remitted to the plan on a timely basis. The Company remitted
the contributions to the plan in 2008 and 2009 and repaid the Plan for interest incurred on the
deemed loans in 2009. There were nine instances of delinquent contribution remittances during the
2008 plan year. Of these, eight ranged between one and four days delinquent and one was fifteen
days delinquent. There were no delinquent contribution remittances during the 2009 plan year.
The transactions are detailed on the schedule of delinquent participant contributions in the
accompanying supplemental schedule.
11
NOTE I RECONCILIATION TO FORM 5500
As of December 31, 2009 and 2008, the Plan invested in a collective trust that is included in
net assets available for benefits at contract value, but is stated at fair value in the Plans
Form 5500.
The following is a reconciliation of net assets available for benefits per the financial
statements to the Form 5500 as of December 31, 2009:
|
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
22,914,865 |
|
Less: Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
|
|
(204,900 |
) |
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
22,709,965 |
|
|
|
|
|
The following is a reconciliation of net assets available for benefits per the financial
statements to the Form 5500 as of December 31, 2008:
|
|
|
|
|
Net assets available for benefits per the financial statements |
|
$ |
17,328,602 |
|
Less: Adjustment from contract value to fair value for fully
benefit-responsive investment contracts |
|
|
(408,429 |
) |
|
|
|
|
Net assets available for benefits per the Form 5500 |
|
$ |
16,920,173 |
|
|
|
|
|
The following is a reconciliation of total additions per the statement of changes in net assets
available for benefits to total income on the Form 5500 for the year ended December 31, 2009:
|
|
|
|
|
Total additions per the financial statements |
|
$ |
6,785,901 |
|
Add: Excess contributions payable |
|
|
132,910 |
|
Add: Net adjustment from contract value to fair value for
fully-benefit responsive investment contracts |
|
|
203,529 |
|
|
|
|
|
Total income per the Form 5500 |
|
$ |
7,122,340 |
|
|
|
|
|
The following is a reconciliation of total deductions per the statement of changes in net assets
available for benefits to total expenses on the Form 5500 for the year ended December 31, 2009:
|
|
|
|
|
Total deductions per the financial statements |
|
$ |
1,199,638 |
|
Add: Classification of corrective distributions |
|
|
132,910 |
|
|
|
|
|
Total deductions per the Form 5500 |
|
$ |
1,332,548 |
|
|
|
|
|
12
SUPPLEMENTAL INFORMATION
13
Meridian Bioscience, Inc. Savings and Investment Plan
EIN 31-0888197 Plan No 001
FORM 5500, SCHEDULE H, PART IV, LINE 4a-
SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS
Year ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fully |
|
|
|
|
|
|
|
|
Corrected
Under VFCP |
Participant Contributions |
|
Total that Constitute Nonexempt Prohibited |
|
and PTE |
Transferred Late to Plan |
|
Transactions |
|
2002-51 |
$721,118
|
|
|
|
|
|
|
|
$ |
|
|
|
|
Contributions |
|
Contributions |
|
|
|
|
Contributions |
|
Corrected |
|
Pending |
|
|
|
|
Not |
|
Outside |
|
Correction in |
|
|
|
|
Corrected |
|
VFCP |
|
VFCP |
|
|
|
|
$-
|
|
$721,118
|
|
$ |
|
|
14
Meridian Bioscience, Inc. Savings and Investment Plan
EIN 31-0888197 Plan No 001
FORM 5500, SCHEDULE H, PART IV, LINE 4i-
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
|
|
|
|
|
|
|
|
|
|
Description of |
|
|
|
|
|
|
|
|
|
|
investment |
|
|
|
|
|
|
|
|
|
|
including |
|
|
|
|
|
|
|
|
|
|
maturity date, |
|
|
|
|
|
|
|
|
|
|
rate of interest, |
|
|
|
|
|
|
|
|
(a) |
|
collateral, par or |
|
|
(c) |
|
|
(d) |
|
|
Identity of issuer, borrower, lessor, or similar party |
|
maturity value |
|
|
Cost |
|
|
Current value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Mutual Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
Allianz CCM Capital Appreciation Fund |
|
122,907 shares |
|
|
|
** |
|
|
$ |
1,766,177 |
|
|
American Funds Balanced Fund |
|
24,623 shares |
|
|
|
** |
|
|
|
397,657 |
|
|
American Funds Bond Fund of America |
|
107,503 shares |
|
|
|
** |
|
|
|
1,268,531 |
|
|
American Funds Euro Pacific Growth Fund |
|
58,839 shares |
|
|
|
** |
|
|
|
2,217,053 |
|
|
American Funds Growth Fund of America |
|
22,700 shares |
|
|
|
** |
|
|
|
611,314 |
|
|
American Funds Washington Mutual Investors Fund |
|
126,243 shares |
|
|
|
** |
|
|
|
3,094,223 |
|
* |
Blackrock Basic Value Fund |
|
101,478 shares |
|
|
|
** |
|
|
|
2,336,017 |
|
* |
Blackrock Global Allocation Fund |
|
23,649 shares |
|
|
|
** |
|
|
|
423,076 |
|
* |
Blackrock Small/Mid-Cap Growth Equity Portfolio |
|
129,605 shares |
|
|
|
** |
|
|
|
1,351,784 |
|
* |
Blackrock Value Opportunities Fund |
|
133,682 shares |
|
|
|
** |
|
|
|
1,990,519 |
|
|
Delaware Emerging Markets Fund |
|
52,708 shares |
|
|
|
** |
|
|
|
715,777 |
|
|
Eaton Vance Income Fund of Boston |
|
24,512 shares |
|
|
|
** |
|
|
|
135,795 |
|
|
Evergreen Small Cap Value II Fund |
|
43,396 shares |
|
|
|
** |
|
|
|
435,691 |
|
|
Janus Adviser Forty Fund |
|
2,854 shares |
|
|
|
** |
|
|
|
91,039 |
|
|
PIMCO Commodity Real Return Strategy Fund |
|
18,391 shares |
|
|
|
** |
|
|
|
148,562 |
|
|
PIMCO Total Return Fund |
|
122,222 shares |
|
|
|
** |
|
|
|
1,320,001 |
|
|
Thornburg International Value |
|
24,098 shares |
|
|
|
** |
|
|
|
595,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total registered mutual funds |
|
|
|
|
|
|
|
|
|
|
18,898,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collective Trust |
|
|
|
|
|
|
|
|
|
|
|
|
* |
Merrill Lynch Retirement Preservation Trust |
|
3,029,591 units |
|
|
|
** |
|
|
|
2,824,691 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
* |
Meridian Bioscience, Inc. |
|
4,898 shares |
|
|
|
** |
|
|
|
105,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Participant Loans |
|
Interest rates ranging from 4.25% to 10.50%, maturing through 2014 |
|
|
|
|
|
|
|
424,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets held for investment purposes |
|
|
|
|
|
|
|
|
|
$ |
22,253,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Indicates party-in-interest. |
|
** |
|
Cost of asset is not required to be disclosed as investment is participant-directed. |
15
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
Meridian Bioscience, Inc. Savings and Investment Plan
|
|
Date: June 29, 2010 |
By: |
/s/ Melissa Lueke
|
|
|
|
Melissa Lueke |
|
|
|
Executive Vice President Finance,
Chief Financial Officer |
|
16
INDEX TO EXHIBITS
|
|
|
|
|
Exhibit No. |
|
Description |
|
|
|
|
|
|
23.1 |
|
|
Consent of Grant Thornton LLP |
17