Meridian Bioscience, Inc. 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, 2007
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 1-8344
  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, 2007 and 2006 and for the year ended December 31, 2007
Contents
         
Report of Independent Registered Public Accounting Firm
    1  
 
       
Financial Statements:
       
 
       
Statements of Net Assets Available for Plan Benefits
    2  
Statement of Changes in Net Assets Available for Plan Benefits
    3  
Notes to Financial Statements
    4  
 
       
Supplemental Schedule:
       
 
       
Schedule of Assets (Held At End of Year)
    11  
 
       
Signature
    12  
Exhibits
    13  

 


 

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 plan benefits of Meridian Bioscience, Inc. Savings and Investment Plan (the “Plan”) as of December 31, 2007 and 2006 and for the year ended December 31, 2007, and the supplemental schedule as of and for the year ended December 31, 2007, as listed in the accompanying index. These financial statements and supplemental schedule are the responsibility of the Plan’s 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 audit 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 Plan’s 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, 2007 and 2006, and the changes in net assets available for plan benefits for the year ended December 31, 2007, 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 schedule of assets (held at the end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Grant Thornton LLP
Cincinnati, Ohio
June 16, 2008

 


 

Meridian Bioscience, Inc. Savings and Investment Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
                 
    2007     2006  
ASSETS
               
Cash and cash equivalents
  $ 188     $ 252  
Investments, at fair value:
               
Common stock
    132,997       35,886  
Registered mutual funds
    21,264,924       19,515,315  
Common/collective trusts
    2,033,572       1,154,765  
Participant loans
    408,368       345,080  
 
           
Total investments
    23,839,861       21,051,046  
 
               
Receivables:
               
Participant contributions
    36,020       32,372  
Employer contributions
    548,414       518,102  
 
           
Total receivables
    584,434       550,474  
 
           
 
Employee contribution refunds payable
    (50,276 )     (12,474 )
 
           
 
               
Net assets available for plan benefits, at fair value
    24,374,207       21,589,298  
 
               
Adjustment from fair value to contract value for interest in common/collective trusts relating to fully-benefit responsive investment contracts
    18,468       21,932  
 
           
 
               
Net assets available for plan benefits
  $ 24,392,675     $ 21,611,230  
 
           
The accompanying notes are an integral part of these statements.

 


 

Meridian Bioscience, Inc. Savings and Investment Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the year ended December 31, 2007
         
Additions to net assets attributed to:
       
Participant contributions
  $ 1,672,825  
Employer contributions
    1,119,996  
Rollover contributions
    131,310  
Dividend and interest income
    2,330,353  
       
Total additions
    5,254,484  
       
         
Deductions from net assets attributed to:
       
Benefit payments
    1,777,859  
Net depreciation in fair value of investments
    634,424  
Deemed distributions of participant loans
    54,936  
Administrative expenses
    5,820  
       
Total deductions
    2,473,039  
       
         
Net increase
    2,781,445  
         
Net assets available for plan benefits:
       
Beginning of year
    21,611,230  
       
 
End of year
  $ 24,392,675  
       
The accompanying notes are an integral part of these statements.

 


 

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 Plan’s 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 (ERISA), as amended.
2. Participation
Employees become eligible for participation in the Plan on their hire date.
3. Trustee
Merrill Lynch Trust Company, FSB (“Trustee”) is designated as the trustee of the Plan and invests and holds all contributions made to the Plan.
4. Contributions
Effective April 1, 2007, 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 $15,500, as defined by the Internal Revenue Code. Participants over the age of 50 may contribute up to an additional $5,000. Participants may also contribute amounts representing distributions from other qualified plans. Prior to April 1, 2007, eligible employees could elect only pre-tax contributions subject to the limits described above. Also effective April 1, 2007, employees are automatically enrolled in the plan upon becoming eligible, with contributions set at 3%. The Company makes matching contributions equal to 100% of the first 3% of each participant’s 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 $534,500 and $504,690 for the 2007 and 2006 plan years, respectively.
5. Participant Accounts
Each participant’s account is credited with the participant’s contributions and an allocation of the Company’s contributions and the plan earnings thereon. Allocations of the Company’s profit sharing contributions are based on participants’ wages and Plan earnings are allocated based on account balances, as defined.

 


 

NOTE A — DESCRIPTION OF PLAN (continued)
6. Vesting
Participants are immediately vested in their voluntary contributions and actual earnings thereon. Vesting in the Company’s 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 participant’s account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the Plan administrator. Interest rates on new loans ranged from 8.50% to 9.25% during the 2007 Plan year. 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 participant’s 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.
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, 2007 and 2006 there were $16,620 and $3,724, respectively, of forfeited nonvested accounts. During 2007, $2,288 was used to reduce employer contributions.

 


 

NOTE A — DESCRIPTION OF PLAN (continued)
11. Investment Options
The Plan allows participants to elect how their contributions and the Company’s 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 Company’s 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 plan benefits as of the date of the financial statements and the reported amounts of changes in net assets available for plan benefits during the reporting period. Actual results could differ from those estimates.
3. Investment Valuation and Income Reporting
The Plan’s investments are stated at fair value. Quoted market prices in an active market are used to value investments other than participant loans and the collective trusts. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Participant loans are valued at their outstanding balances, which approximate fair value. The Plan’s interest in the collective trust is valued based on information reported by the investment advisor using the audited financial statements of the collective trust at year-end. Meridian Bioscience, Inc. common stock is traded on a national securities exchange and is valued at the last reported sales price on the last business day of the Plan year.
Purchases and sales of investments are recorded on the trade date. Gains and losses on the sale of investments are calculated using the specific identification method. 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 plan 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.

 


 

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 Plan benefits.
6. Fully-Benefit Responsive Investment Contracts held in Common/Collective Trusts
The Company accounts for investment contracts held by the Plan according to Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-1-1, Reporting of Fully-Benefit Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP). As described in the FSP, investment contracts held by a defined-contribution plan are required to be reported 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. The Statements of Net Assets Available for Plan Benefits, as of December 31, 2007 and December 31, 2006, present the fair value of the investment in the common/collective trust as well as the adjustment of the investment in the common/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.
NOTE C — INVESTMENTS
The following investments represent 5% or more of the Plan’s net assets:
                 
    2007   2006
American Funds Washington Mutual Investors Fund
  $ 4,094,995     $ 4,091,657  
Blackrock Value Opportunities Fund
    2,963,466       2,983,507  
Blackrock Basic Value Fund
    2,709,228       2,767,712  
American Funds Euro Pacific Growth Fund
    2,751,288       2,325,527  
ML Retirement Preservation Trust**
    2,052,040       1,176,697  
American Funds Bond Fund of America
    1,621,362       1,414,285  
Blackrock Fundamental Growth Fund
    1,517,985       1,183,689  
Blackrock Small/Mid Cap Growth Fund
    1,472,550       1,225,988  
 
**   The fair values of the fund were $2,033,572 and $1,154,765 at December 31, 2007 and 2006, respectively.

 


 

NOTE C — INVESTMENTS (continued)
During 2007, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
         
Common stock
  $ 60,634  
Registered mutual funds
    (695,058 )
 
     
 
  $ (634,424 )
 
     
NOTE D — TAX STATUS
The Internal Revenue Service has determined and informed the Company, which uses the Prototype Plan (FFN: 50339810002-004), 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 Plan has been amended since receiving the determination letter, the plan administrator believes that the 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, 2007 and 2006 include shares of the Company’s common stock and shares of mutual funds managed by the Trustee and therefore, these transactions qualify as party-in-interest transactions. No fees were paid by the Plan in 2007 for investment management services.
NOTE G — RECONCILIATION TO FORM 5500
As of December 31, 2007, the Plan invests in a common/collective trust that is included in net assets available for plan benefits at contract value, but is stated at fair value in the Plan’s Form 5500.
The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500 as of December 31, 2007:
         
Net assets available for plan benefits per the financial statements
  $ 24,392,675  
Less: Adjustment from contract value to fair value for fully benefit-responsive investment contracts
    (18,468 )
 
     
Net assets available for plan benefits per the Form 5500
  $ 24,374,207  
 
     

 


 

NOTE G — RECONCILIATION TO FORM 5500 (continued)
The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500 as of December 31, 2006:
         
Net assets available for plan benefits per the financial statements
  $ 21,611,230  
Less: Accrued benefit payments
    (6,030 )
Less: Adjustment from contract value to fair value for fully benefit-responsive investment contracts
    (21,932 )
 
     
Net assets available for plan benefits per the Form 5500
  $ 21,583,268  
 
     
The following is a reconciliation of total additions per the statement of changes in net assets available for plan benefits to total income on the Form 5500 for the year ended December 31, 2007:
         
Total additions per the financial statements
  $ 5,254,484  
Add: Classification of corrective distributions
    50,378  
Add: Net adjustment from contract value to fair value for fully-benefit responsive investment contracts
    3,464  
Less: Classification of depreciation of fair value of investments
    (634,424 )
 
     
Total income per the Form 5500
  $ 4,673,902  
 
     
The following is a reconciliation of total deductions per the statement of changes in net assets available for plan benefits to total expenses on the Form 5500 for the year ended December 31, 2007:
         
Total deductions per the financial statements
  $ 2,473,039  
Add: Classification of corrective distributions
    50,378  
Less: Classification of depreciation of fair value of investments
    (634,424 )
Less: Benefit payments accrued in 2006 on the Form 5500
    (6,030 )
 
     
Total deductions per the Form 5500
  $ 1,882,963  
 
     

 


 

SUPPLEMENTAL INFORMATION

 


 

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, 2007
                                 
       
(a)
  (b)     (c)     (d)  
            Desciption of                
            Investment                
            including maturity                
            date, rate of                
            interest, collateral,                
            par or maturity             Current  
        Identity of issuer, borrower, lessor, or similar party   value     Cost     value  
       
Registered Mutual Funds
                       
       
American Funds Balanced Fund
  20,448 shares     **     $ 393,428  
       
American Funds Bond Fund of America
  124,147 shares     **       1,621,362  
       
American Funds Euro Pacific Growth Fund
  54,960 shares     **       2,751,288  
       
American Funds Growth Fund of America
  33,016 shares     **       1,106,699  
       
American Funds Washington Mutual Investors Fund
  122,348 shares     **       4,094,995  
       
Delaware Emerging Markets Fund
  31,264 shares     **       537,744  
       
Evergreen Small Cap Fund
  21,484 shares     **       394,011  
  *    
Blackrock Fundamental Growth Fund
  65,094 shares     **       1,517,985  
  *    
Blackrock Small/Mid Cap Growth Fund
  103,482 shares     **       1,472,550  
  *    
Blackrock Basic Value Fund
  91,374 shares     **       2,709,228  
  *    
Blackrock Global Allocation Fund
  19,657 shares     **       388,813  
  *    
Blackrock Value Opportunities Fund
  146,561 shares     **       2,963,466  
       
PIMCO Total Return
  60,295 shares     **       644,557  
       
Templeton Foreign Fund
  53,418 shares     **       668,798  
       
 
                     
       
Total registered mutual funds
                    21,264,924  
       
 
                       
       
Common/Collective Trusts
                       
  *    
ML Ret Preservation Trust
  2,052,040 shares     **       2,033,572  
       
 
                     
       
Total common/collective trusts
                    2,033,572  
       
 
                       
  *     Common Stock — Meridian Bioscience, Inc.   4,421 shares     **       132,997  
       
 
                       
       
 
  Interest rates ranging
from 5.00% to
10.50%, maturing
               
  *    
Participant Loans
  through 2014             408,368  
 
       
 
                     
       
 
                       
        Total assets held for investment purposes                   $ 23,839,861  
       
 
                     
 
*   Indicates party-in-interest.
 
**   Cost of asset is not required to be disclosed as investment is participant-directed.

 


 

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 27, 2008  By:   /s/ Melissa Lueke    
    Melissa Lueke   
    Vice President Finance, Chief
Financial Officer
 
 

 


 

         
INDEX TO EXHIBITS
     
Exhibit No.   Description
 
   
23.1
  Consent of Grant Thornton LLP