8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2019

MERIDIAN BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Ohio	0-14902	31-0888197
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3471 River Hills Drive, Cincinnati, Ohio	45244
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (513) 271-3700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

Item 2.02. Results of Operations and Financial Condition.

On January 24, 2019, Meridian Bioscience, Inc. (“Meridian” or the “Company”) issued a press release announcing results for the first quarter ended December 31, 2018. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On January 24, 2019, Meridian is hosting a conference call for the benefit of its investors to discuss the results set forth in the earnings release. A copy of the presentation, which is available at www.meridianbioscience.com, related to this conference call is attached as Exhibit 99.2 to this report and is incorporated by reference herein.

The Company’s presentation discloses certain financial results both in accordance with generally accepted accounting principles (“GAAP”) and on a non-GAAP basis with adjustments for certain items. The Company’s management believes that presentation of these non-GAAP financial measures and their related reconciliations are useful to investors because the non-GAAP financial measures provide investors with a basis for comparing the results to financial results from prior periods.

Information in the presentation contains forward-looking statements regarding future events and performance of the Company. All such forward-looking statements are based largely on the Company’s experience and perception of current conditions, trends, expected future developments and other factors, and on management’s expectations, and are subject to risks and uncertainties that could cause actual results to differ materially, including, but not limited to, those factors described in the presentation and in the Company’s filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or revise any financial or other projections or other forward-looking statements, whether because of new information, future events or otherwise.

The information in each of Item 2.02 and Item 7.01 of this Form 8-K and in the press release attached as Exhibit 99.1 and the presentation attached as Exhibit 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in each of Item 2.02 and Item 7.01 of this Form 8-K and each of Exhibit 99.1 and Exhibit 99.2 shall not be incorporated by reference in any filing (whether made before or after the date hereof) or any other document under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

99.1	Press Release dated January 24, 2019
99.2	Conference Call Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MERIDIAN BIOSCIENCE, INC.
Date: January 24, 2019	By:	/s/ Eric S. Rasmussen
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

EX-99.1

Exhibit 99.1

For Immediate Release

MERIDIAN BIOSCIENCE REPORTS FIRST QUARTER 2019 OPERATING RESULTS, DECLARES REGULAR FIRST QUARTER CASH DIVIDEND, AND PROVIDES UPDATED FISCAL 2019 GUIDANCE

CINCINNATI, OHIO January 24, 2019 (GLOBE NEWSWIRE) Meridian Bioscience, Inc. (NASDAQ: VIVO) today announced financial results for the first quarter ended December 31, 2018.

First Quarter 2019 Highlights:

● Total revenue decreased 1.5% to $51.5 million, as compared to $52.3 million in the first quarter of fiscal 2018 (1% decrease in constant-currency)

● Reported operating income of $10.6 million (including $0.6 million of costs associated with litigation), an increase of 31% from the first quarter of fiscal 2018, which included $1.5 million of costs associated with restructuring activities and litigation

● Reported GAAP EPS of $0.19 per diluted share and non-GAAP EPS of $0.20 per diluted share, increases of 27% and 33%, respectively, from the first quarter of fiscal 2018 (see non-GAAP financial measure reconciliation below)

● Declared regular quarterly cash dividend of $0.125 per share

● Received FDA clearance for our new Alethia™ CMV Molecular Amplification Test (formerly, the illumigene brand)

● Submitted regulatory documents to FDA in connection with efforts to reinstate our blood chemistry products’ venous blood claims

First Quarter 2019 Results

Total revenue for the first quarter of fiscal 2019 decreased 1.5% to $51.5 million, compared to $52.3 million in the first quarter of 2018. This decrease was primarily driven by our Diagnostics business unit revenues decreasing 2% from $37.5 million to $36.7 million, as volume pressures in a number of our molecular products, and pricing in certain gastrointestinal lines more than offset growth in blood-lead chemistry products. Sales in our Life Science business unit were relatively flat at $14.8 million, reflecting the effects of inconsistent order patterns with a number of our multi-national IVD manufacturing customers and broadly in China.

Operating income for the fiscal 2019 first quarter increased $2.5 million to $10.6 million from the first quarter of fiscal 2018. This increase primarily results from the combined effects of a $0.9 million decrease in restructuring and litigation costs, and a $2.0 million decrease in other operating expenses. Excluding the effects of the restructuring and litigation costs in each period, operating income increased 17% over the fiscal 2018 first quarter to $11.1 million. R&D spending was down in the quarter compared to first quarter of fiscal 2018, which included clinical trial expenses for the recently-cleared congenital CMV assay. Sales and marketing expenses in the quarter were down due to fiscal 2018 organization streamlining initiatives, particularly in our Life Science business, as well as lower sales commissions as a result of lower revenues. General and administrative expenses were down in the quarter, also due in large part to the effects of organizational streamlining initiatives in fiscal 2018. Fiscal first quarter operating income in Diagnostics increased 3% despite the decrease in revenues because of lower operating expenses. Operating income for the fiscal first quarter was up 74% in Life Science, driven by the continued benefit of fiscal 2018 restructuring activities, including a lower-cost commercial organization, as well as overall productivity improvements.

Net earnings for the first quarter of fiscal 2019 totaled $8.1 million, or $0.19 per diluted share, as compared to $6.3 million, or $0.15 per diluted share, for the first quarter of fiscal 2018. On a non-GAAP basis, earnings were $8.6 million, or $0.20 per diluted share, increases of 31% and 33%, respectively. Non-GAAP basis excludes the effect of litigation costs in both the fiscal 2019 and 2018 periods, and in fiscal 2018, also excludes restructuring costs and certain one-time tax effects of the U.S. Tax Cuts and Jobs Act (the “tax reform act”) enacted in December 2017 (see non-GAAP financial measure reconciliation below).

Jack Kenny, Chief Executive Officer, commented, “While revenue growth in the first quarter was below our expectations, the realignment and efficiency actions taken in fiscal 2018, combined with continued expense management discipline, allowed us to deliver strong earnings growth and profit margins. We are committed to re-invest in the business and intend to increasingly re-deploy such savings into future growth initiatives, including strengthening our molecular product portfolio. We are in the early stages of executing our strategy, including re-positioning our Diagnostics business for sustainable topline growth. Our molecular diagnostics products are experiencing more competitive pressure than we anticipated, and a very high volume of flu and other respiratory illness testing in the second quarter of fiscal 2018 will make for difficult comparisons for our Diagnostics business unit in the second quarter. We believe new commercial and product initiatives already in place in our Diagnostics business will yield positive results and increasingly contribute to financial results through fiscal 2019. These factors, combined with our continued expectation for strong, but periodically inconsistent, growth in our Life Science business, are reflected in our updated guidance for fiscal 2019.”    

Tax Reform Impact

Our GAAP net earnings for both fiscal year periods include the effects of the tax reform act signed into law during December 2017. The fiscal 2019 first quarter reflects the lower U.S. federal tax rate of 21% being fully phased-in and the fiscal 2018 first quarter includes: (i) a benefit of $1.7 million ($0.04 per diluted share) primarily related to the re-measurement of our U.S. net deferred tax liabilities based on the new federal rate; and (ii) a charge of $0.9 million ($0.02 per diluted share) for the mandatory U.S. repatriation transition tax. Our effective tax rate for the first quarter of fiscal 2019 is 23%.

Cash Dividend Matters

The Board of Directors declared the regular quarterly cash dividend of $0.125 per share for the first quarter ended December 31, 2018. The dividend is payable on February 14, 2019 to shareholders of record as of the close of business on February 4, 2019. The Company regularly evaluates its capital allocation priorities and remains committed to distributing excess capital to shareholders through dividends and other available means absent imminent reinvestment opportunities in the business. The actual declaration and amount of dividends will be determined by the Board of Directors in its discretion based upon its evaluation of earnings, cash flow requirements and future business developments, including any acquisitions and other factors deemed relevant by the Board.

Fiscal 2019 Guidance

The following is a summary of the Company’s revised financial guidance for the fiscal year ending September 30, 2019:

Consolidated
Net revenues	Flat-2% growth
Operating margin	~19% (GAAP), ~20% (Non-GAAP)
Tax rate	24.5%-25.0%
Earnings per Share	$0.72-$0.74 (GAAP)
	$0.74-$0.76 (Non-GAAP)

	Diagnostics	Life Science
Net revenues	Low single-digit decline	High single-digit to low double-digit growth
Operating margin	Down from F2018 and Q1-F2019	Significant improvement vs. F2018

The revenue, earnings and operating margin guidance provided in this press release is derived from expected internal growth and does not include the impact of any acquisitions the Company may complete during fiscal 2019.

FDA Remediation

We continue to make progress with our remediation plan for our blood-chemistry manufacturing facility, and submitted in late December 2018, the regulatory documents to reinstate our venous blood claims for all three blood-lead assays.

Financial Condition

The Company’s financial condition remains sound. At December 31, 2018, cash and equivalents were $61.5 million and the Company had 100% borrowing capacity under its $30.0 million commercial bank credit facility. The Company’s bank-debt obligations totaled $49.1 million as of December 31, 2018.

Conference Call Information

Jack Kenny, Chief Executive Officer, and Eric Rasmussen, Chief Financial Officer, will host a conference call on Thursday, January 24, 2019 beginning at 9:00 a.m. Eastern Time to discuss the first quarter financial results and answer questions.

To participate in the live call by telephone from the U.S., dial (866) 443-5802, or from outside the U.S., dial (513) 360-6924, and enter the audience pass code 5086695. A replay will be available for 14 days beginning at 2:00 p.m. Eastern Time on January 24, 2019 by dialing (855) 859-2056 or (404) 537-3406 and entering pass code 5086695.

INTERIM UNAUDITED OPERATING RESULTS

(In Thousands, Except per Share Data)

The following table sets forth the unaudited comparative results of Meridian on a U.S. GAAP basis for the first quarters of fiscal 2019 and fiscal 2018.

		Three Months Ended
		December 31,
	2018				2017
Net revenues	$		51,480		$	52,283
Cost of sales			19,908			20,273
Gross profit			31,572			32,010
Operating expenses
Research and development			3,967			4,420
Selling and marketing			7,563			8,844
General and administrative			8,902			9,202
Restructuring costs			-			734
Litigation costs			589			749
Total operating expenses			21,021			23,949
Operating income			10,551			8,061
Other expense net			(75	)		(403	)
Earnings before income taxes			10,476			7,658
Income tax provision			2,370			1,356
Net earnings	$		8,106		$	6,302
Net earnings per basic common share	$		0.19		$	0.15
Basic common shares outstanding			42,446			42,263
Net earnings per diluted common share	$		0.19		$	0.15
Diluted common shares outstanding			42,905			42,662
Non-GAAP Financial Measures
(see non-GAAP financial measure reconciliation below)
Operating income	$		11,140		$	9,544
Net earnings			8,558			6,541
Net earnings per diluted common share	$		0.20		$	0.15

Condensed Balance Sheet Data

		December 31,
		2018			2017
Cash and equivalents	$		61,523	$		54,711
Working capital			118,924			113,143
Long-term debt			49,063			53,530
Shareholders’ equity			178,642			172,878
Total assets			249,857			251,951

Segment Data

The following table sets forth the unaudited revenue and segment data for the interim periods in fiscal 2019 and fiscal 2018 (in thousands).

		Three Months Ended
		December 31,
		2018			2017
Net Revenues - By Product Platform/Type
Diagnostics
Molecular assays	$		7,298	$		8,717
Immunoassays & blood chemistry assays			29,367			28,773
Total Diagnostics			36,665			37,490
Life Science
Molecular reagents			6,589			5,688
Immunological reagents			8,226			9,105
Total Life Science			14,815			14,793
Total Net Revenues	$		51,480	$		52,283
Net Revenues - By Disease State/Geography
Diagnostics
Gastrointestinal assays	$		18,633	$		20,270
Respiratory illness assays			7,977			7,486
Blood chemistry assays			4,466			4,266
Other			5,589			5,468
Total Diagnostics			36,665			37,490
Life Science
Americas			4,534			5,250
EMEA			7,455			5,185
ROW			2,826			4,358
Total Life Science			14,815			14,793
Total Net Revenues	$		51,480	$		52,283

Geographic Regions

Americas = North and Latin America

EMEA = Europe, Middle East and Africa

ROW = Rest of World

OPERATING INCOME
Diagnostics	$	8,786		$	8,569
Life Science		5,129			2,943
Corporate		(2,802	)		(2,072	)
Restructuring and Litigation Costs		(589	)		(1,483	)
Eliminations		27			104
Total Operating Income	$	10,551		$	8,061

NON-GAAP FINANCIAL MEASURES

In this press release, we have supplemented our reported GAAP financial information with information on operating expenses, operating income, net earnings, basic earnings per share and diluted earnings per share excluding the effects of restructuring costs, litigation costs, and certain one-time tax effects of the tax reform act. We have provided in the tables below reconciliations of operating expenses, operating income, net earnings, basic earnings per share and diluted earnings per share, with and without the effects of these non-routine items, for the first quarters ended December 31, 2018 and December 31, 2017.

We believe this information is useful to an investor in evaluating our performance because:

1. These measures help investors to more meaningfully evaluate and compare the results of operations from period to period by removing the impacts of these non-routine items; and

2. These measures are used by our management for various purposes, including evaluating performance against incentive bonus achievement targets, comparing performance from period to period in presentations to our board of directors, and as a basis for strategic planning and forecasting.

Revenue reported on a constant-currency basis is also a non-GAAP measure and is calculated by applying current period average foreign currency exchange rates to each of the comparable periods. Management analyzes revenue on a constant-currency basis to better measure the comparability of the results between periods. Because changes in foreign currency exchange rates have a non-operating impact on revenue, management believes that evaluating revenue changes on a constant-currency basis provides an additional and meaningful assessment of revenue to both management and investors.

These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, the non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations, in that they do not reflect all amounts associated with our results as determined in accordance with U.S. GAAP. Therefore, these measures should only be used to evaluate our results in conjunction with corresponding GAAP measures.

FIRST QUARTER

GAAP TO NON-GAAP RECONCILATION TABLES

(In Thousands, Except per Share Data)

	Three Months
	Ended December 31,
	2018			2017
Operating Expenses -
U.S. GAAP basis	$	21,021		$	23,949
Restructuring costs		-			(734	)
Litigation costs		(589	)		(749	)
Adjusted Operating Expenses	$	20,432		$	22,466
Operating Income -
U.S. GAAP basis	$	10,551		$	8,061
Restructuring costs		-			734
Litigation costs		589			749
Adjusted Operating Income	$	11,140		$	9,544
Net Earnings -
U.S. GAAP basis	$	8,106		$	6,302
Restructuring costs*		-			535
Litigation costs*		452			545
One-time benefit from tax law change		-			(1,695	)
Repatriation transition tax		-			854
Adjusted Earnings	$	8,558		$	6,541
Net Earnings per Basic Common Share -
U.S. GAAP basis	$	0.19		$	0.15
Restructuring costs		-			0.01
Litigation costs		0.01			0.01
One-time benefit from tax law change		-			(0.04	)
Repatriation transition tax		-			0.02
Adjusted Basic EPS	$	0.20		$	0.15
Net Earnings per Diluted Common Share -
U.S. GAAP basis	$	0.19		$	0.15
Restructuring costs		-			0.01
Litigation costs		0.01			0.01
One-time benefit from tax law change		-			(0.04	)
Repatriation transition tax		-			0.02
Adjusted Diluted EPS	$	0.20		$	0.15

*         Net of tax.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements accompanied by meaningful cautionary statements. Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which may be identified by words such as “estimates”, “anticipates”, “projects”, “plans”, “seeks”, “may”, “will”, “expects”, “intends”, “believes”, “should” and similar expressions or the negative versions thereof and which also may be identified by their context. All statements that address operating performance or events or developments that Meridian expects or anticipates will occur in the future, including, but not limited to, statements relating to per share diluted earnings and revenue, are forward-looking statements. Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made. Specifically, Meridian’s forward-looking statements are, and will be, based on management’s then-current views and assumptions regarding future events and operating performance. Meridian assumes no obligation to publicly update or revise any forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially, including, without limitation, the following:

Meridian’s operating results, financial condition and continued growth depends, in part, on its ability to introduce into the marketplace enhancements of existing products or new products that incorporate technological advances, meet customer requirements and respond to products developed by Meridian’s competition, its ability to effectively sell such products and its ability to successfully expand and effectively manage increased sales and marketing operations. While Meridian has introduced a number of internally developed products and acquired products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis or in protecting its intellectual property, and unexpected or costly manufacturing costs associated with its introduction of new products or acquired products could cause actual results to differ from expectations. Meridian relies on proprietary, patented and licensed technologies. As such, the Company’s ability to protect its intellectual property rights, as well as the potential for intellectual property litigation, would impact its results. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Recessionary pressures on the economy and the markets in which our customers operate, as well as adverse trends in buying patterns from customers, can change expected results. Costs and difficulties in complying with laws and regulations, including those administered by the United States Food and Drug Administration, can result in unanticipated expenses and delays and interruptions to the sale of new and existing products, as can the uncertainty of regulatory approvals and the regulatory process. The international scope of Meridian’s operations, including changes in the relative strength or weakness of the U.S. dollar and general economic conditions in foreign countries, can impact results and make them difficult to predict. One of Meridian’s growth strategies is the acquisition of companies and product lines. There can be no assurance that additional acquisitions will be consummated or that, if consummated, will be successful and the acquired businesses will be successfully integrated into Meridian’s operations. There may be risks that acquisitions may disrupt operations and may pose potential difficulties in employee retention, and there may be additional risks with respect to Meridian’s ability to recognize the benefits of acquisitions, including potential synergies and cost savings or the failure of acquisitions to achieve their plans and objectives. Meridian cannot predict the outcome of goodwill impairment testing and the impact of possible goodwill impairments on Meridian’s earnings and financial results. Meridian cannot predict the possible impact of U.S. health care legislation enacted in 2010 – the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act – and any modification or repeal of any of the provisions thereof initiated by Congress or the presidential administration, and any similar initiatives in other countries on its results of operations. Efforts to reduce the U.S. federal deficit, breaches of Meridian’s information technology systems, trade wars, increased tariffs, and natural disasters and other events could have a materially adverse effect on Meridian’s results of operations and revenues. In the past, the Company has identified a material weakness in our internal control over financial reporting, which has been remediated, but the Company can make no assurances that a material weakness will not be identified in the future, which if identified and if not properly corrected, could materially adversely affect our operations and result in material misstatements in our financial statements. In addition to the factors described in this paragraph, as well as those factors identified from time to time in our filings with the Securities and Exchange Commission, Part I, Item 1A Risk Factors of our most recent Annual Report on Form 10-K contains a list and description of uncertainties, risks and other matters that may affect the Company. Readers should carefully review these forward-looking statements and risk factors, and not place undue reliance on our forward-looking statements.

About Meridian Bioscience, Inc.

Meridian is a fully integrated life science company that develops, manufactures, markets and distributes a broad range of innovative diagnostic products. We are dedicated to developing and delivering better solutions that give answers with speed, accuracy and simplicity that are redefining the possibilities of life from discovery to diagnosis. Through discovery and development, we provide critical life science raw materials used in immunological and molecular tests for human, animal, plant, and environmental applications. Through diagnosis, we provide diagnostic solutions in areas including gastrointestinal and upper respiratory infections and blood lead level testing. We build relationships and provide solutions to hospitals, reference laboratories, research centers, veterinary testing centers, physician offices, diagnostics manufacturers, and biotech companies in more than 70 countries around the world.

Meridian’s shares are traded on the NASDAQ Global Select Market, symbol VIVO. Meridian’s website address is www.meridianbioscience.com.

Contact:

Jack Kenny

Chief Executive Officer

Meridian Bioscience, Inc.

Phone:  513.271.3700

Email:  mbi@meridianbioscience.com

###

EX-99.2

Exhibit 99.2Exhibit 99.2

The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements accompanied by meaningful cautionary statements. Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which may be identified by words such as“estimates”,“anticipates”,“projects”,“plans”,“seeks”,“may”,“will”,“expects”,“intends”,“believes”,“should” and similar expressions or the negative versions thereof and which also may be identified by their context. All statements that address operating performance or events or developments that Meridian expects or anticipates will occur in the future, including, but not limited to, statements relating to per share diluted earnings and revenue, are forward-looking statements. Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made. Specifically,Meridian’s forward-looking statements are, and will be, based onmanagement’s then-current views and assumptions regarding future events and operating performance. Meridian assumes no obligation to publicly update or revise any forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially, including, without limitation, the following: Meridian’s operating results, financial condition and continued growth depends, in part, on its ability to introduce into the marketplace enhancements of existing products or new products that incorporate technological advances, meet customer requirements and respond to products developed byMeridian’s competition, its ability to effectively sell such products and its ability to successfully expand and effectively manage increased sales and marketing operations. While Meridian has introduced a number of internally developed products and acquired products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis or in protecting its intellectual property, and unexpected or costly manufacturing costs associated with its introduction of new products or acquired products could cause actual results to differ from expectations. Meridian relies on proprietary, patented and licensed technologies. As such, theCompany’s ability to protect its intellectual property rights, as well as the potential for intellectual property litigation, would impact its results. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Recessionary pressures on the economy and the markets in which our customers operate, as well as adverse trends in buying patterns from customers, can change expected results. Costs, including legal expenses, and difficulties in complying with laws and regulations, including those administered by the United States Food and Drug Administration, can result in unanticipated expenses and delays and interruptions to the sale of new and existing products, as can the uncertainty of regulatory approvals and the regulatory process. The international scope ofMeridian’s operations, including changes in the relative strength or weakness of the U.S. dollar, compliance with anti-corruption laws, tariffs, trade wars, and general economic conditions in foreign countries, can impact results and make them difficult to predict. One ofMeridian’s growth strategies is the acquisition of companies and product lines. There can be no assurance that additional acquisitions will be consummated or that, if consummated, will be successful and the acquired businesses will be successfully integrated intoMeridian’s operations. There may be risks that acquisitions may disrupt operations and may pose potential difficulties in employee retention, and there may be additional risks with respect toMeridian’s ability to recognize the benefits of acquisitions, including potential synergies and cost savings or the failure of acquisitions to achieve their plans and objectives. Meridian cannot predict the outcome of goodwill impairment testing and the impact of possible goodwill impairments onMeridian’s earnings and financial results. Meridian cannot predict the possible impact of U.S. health care legislation enacted in 2010– the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act– and any modification or repeal of any of the provisions thereof initiated by Congress or the presidential administration, and any similar initiatives in other countries on its results of operations. Efforts to reduce the U.S. federal deficit, breaches ofMeridian’s information technology systems, trade wars, increased tariffs, and natural disasters and other events could have a materially adverse effect onMeridian’s results of operations and revenues. Meridian cannot predict the outcome of changes in business strategy or plans, legal proceedings or developments. In the past, the Company has identified a material weakness in our internal control over financial reporting, which has been remediated, but the Company can make no assurances that a material weakness will not be identified in the future, which if identified and if not properly corrected, could materially adversely affect our operations and result in material misstatements in our financial statements. In addition to the factors described in this paragraph, as well as those factors identified from time to time in our filings with the Securities and Exchange Commission, Part I, Item 1A Risk Factors of our most recent Annual Report on Form 10-K contains a list and description of uncertainties, risks and other matters that may affect the Company. Readers should carefully review these forward-looking statements and risk factors, and not place undue reliance on our forward-looking statements.The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements accompanied by meaningful cautionary statements. Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, which may be identified by words such as“estimates”,“anticipates”,“projects”,“plans”,“seeks”,“may”,“will”,“expects”,“intends”,“believes”,“should” and similar expressions or the negative versions thereof and which also may be identified by their context. All statements that address operating performance or events or developments that Meridian expects or anticipates will occur in the future, including, but not limited to, statements relating to per share diluted earnings and revenue, are forward-looking statements. Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made. Specifically,Meridian’s forward-looking statements are, and will be, based onmanagement’s then-current views and assumptions regarding future events and operating performance. Meridian assumes no obligation to publicly update or revise any forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ materially, including, without limitation, the following: Meridian’s operating results, financial condition and continued growth depends, in part, on its ability to introduce into the marketplace enhancements of existing products or new products that incorporate technological advances, meet customer requirements and respond to products developed byMeridian’s competition, its ability to effectively sell such products and its ability to successfully expand and effectively manage increased sales and marketing operations. While Meridian has introduced a number of internally developed products and acquired products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis or in protecting its intellectual property, and unexpected or costly manufacturing costs associated with its introduction of new products or acquired products could cause actual results to differ from expectations. Meridian relies on proprietary, patented and licensed technologies. As such, theCompany’s ability to protect its intellectual property rights, as well as the potential for intellectual property litigation, would impact its results. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Recessionary pressures on the economy and the markets in which our customers operate, as well as adverse trends in buying patterns from customers, can change expected results. Costs, including legal expenses, and difficulties in complying with laws and regulations, including those administered by the United States Food and Drug Administration, can result in unanticipated expenses and delays and interruptions to the sale of new and existing products, as can the uncertainty of regulatory approvals and the regulatory process. The international scope ofMeridian’s operations, including changes in the relative strength or weakness of the U.S. dollar, compliance with anti-corruption laws, tariffs, trade wars, and general economic conditions in foreign countries, can impact results and make them difficult to predict. One ofMeridian’s growth strategies is the acquisition of companies and product lines. There can be no assurance that additional acquisitions will be consummated or that, if consummated, will be successful and the acquired businesses will be successfully integrated intoMeridian’s operations. There may be risks that acquisitions may disrupt operations and may pose potential difficulties in employee retention, and there may be additional risks with respect toMeridian’s ability to recognize the benefits of acquisitions, including potential synergies and cost savings or the failure of acquisitions to achieve their plans and objectives. Meridian cannot predict the outcome of goodwill impairment testing and the impact of possible goodwill impairments onMeridian’s earnings and financial results. Meridian cannot predict the possible impact of U.S. health care legislation enacted in 2010– the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act– and any modification or repeal of any of the provisions thereof initiated by Congress or the presidential administration, and any similar initiatives in other countries on its results of operations. Efforts to reduce the U.S. federal deficit, breaches ofMeridian’s information technology systems, trade wars, increased tariffs, and natural disasters and other events could have a materially adverse effect onMeridian’s results of operations and revenues. Meridian cannot predict the outcome of changes in business strategy or plans, legal proceedings or developments. In the past, the Company has identified a material weakness in our internal control over financial reporting, which has been remediated, but the Company can make no assurances that a material weakness will not be identified in the future, which if identified and if not properly corrected, could materially adversely affect our operations and result in material misstatements in our financial statements. In addition to the factors described in this paragraph, as well as those factors identified from time to time in our filings with the Securities and Exchange Commission, Part I, Item 1A Risk Factors of our most recent Annual Report on Form 10-K contains a list and description of uncertainties, risks and other matters that may affect the Company. Readers should carefully review these forward-looking statements and risk factors, and not place undue reliance on our forward-looking statements.

Certain financial measures presented in this presentation, such as operating expenses, operating income, net earnings and diluted earnings per share, excluding as applicable the effects of restructuring costs, litigation costs, and certain one-time effects of the U.S. tax reform act, are not recognized under generally accepted accounting principles in the United States of America, or U.S. GAAP. Management believes this non-GAAP financial information is useful to an investor in evaluating our performance, as these measures (i) help investors to more meaningfully evaluate and compare the results of operations from period to period by removing the impacts of these non-routine items; and (ii) are used by management for various purposes, including evaluating performance from period to period in presentations to our board of directors, and as a basis for strategic planning and forecasting. While we believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors, the non- GAAP measures in this presentation may be different from non-GAAP measures used by other companies and should not be considered as an alternative to performance measures derived in accordance with U.S. GAAP. In addition, the non-GAAP measures presented herein are not based on any comprehensive set of accounting rules or principles. These non-GAAP measures have limitations, in that they do not reflect all amounts associated with our results as determined in accordance with U.S. GAAP, and they should not be considered as alternatives to information attributable to Meridian Bioscience, Inc. determined in accordance with U.S. GAAP. See the consolidated financial statements included in our reports filed with the U.S. Securities and Exchange Commission for our U.S. GAAP results. Additionally, for reconciliations of the non-GAAP measures included herein to our closest reported U.S. GAAP measures, refer to the reconciliations included in the press release of Meridian Bioscience, Inc. dated January 24, 2019.Certain financial measures presented in this presentation, such as operating expenses, operating income, net earnings and diluted earnings per share, excluding as applicable the effects of restructuring costs, litigation costs, and certain one-time effects of the U.S. tax reform act, are not recognized under generally accepted accounting principles in the United States of America, or U.S. GAAP. Management believes this non-GAAP financial information is useful to an investor in evaluating our performance, as these measures (i) help investors to more meaningfully evaluate and compare the results of operations from period to period by removing the impacts of these non-routine items; and (ii) are used by management for various purposes, including evaluating performance from period to period in presentations to our board of directors, and as a basis for strategic planning and forecasting. While we believe these financial measures are commonly used by investors to evaluate our performance and that of our competitors, the non- GAAP measures in this presentation may be different from non-GAAP measures used by other companies and should not be considered as an alternative to performance measures derived in accordance with U.S. GAAP. In addition, the non-GAAP measures presented herein are not based on any comprehensive set of accounting rules or principles. These non-GAAP measures have limitations, in that they do not reflect all amounts associated with our results as determined in accordance with U.S. GAAP, and they should not be considered as alternatives to information attributable to Meridian Bioscience, Inc. determined in accordance with U.S. GAAP. See the consolidated financial statements included in our reports filed with the U.S. Securities and Exchange Commission for our U.S. GAAP results. Additionally, for reconciliations of the non-GAAP measures included herein to our closest reported U.S. GAAP measures, refer to the reconciliations included in the press release of Meridian Bioscience, Inc. dated January 24, 2019.

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Adjusted (Non-GAAP) Highlights: 2019 2018 Change • Consolidated revenue down 1.5% (1% constant currency); Revenue $51,480 $52,283 -1.5% Diagnostics down 2%; Life Science flat Gross Margin 61.3% 61.2% +0.1 pts • LS gross margin improvements offset Dx pricing and volume effects Operating expenses $20,432 $22,466 -9.1% Ratio 39.7% 43.0% -3.3 pts • R&D down – clinical trial spending Operating income $11,140 $9,544• SG&A down– organizational streamlining +16.7% Margin 21.6% 18.3% +3.3 pts Net earnings $8,558 $6,541 +30.8% EPS • Full phase-in of U.S. tax reform and larger income $0.20 $0.15 +33.3% contribution from OUS (lower rate than U.S.) GAAP 2019 2018 Change • Lower restructuring and litigation costs Operating expenses $21,021 $23,949 -12.2% Operating income $10,551 $8,061 +30.9% Margin 20.5% 15.4% +5.1 pts Net earnings $8,106 $6,302 +28.6% EPS $0.19 $0.15 +26.7%Adjusted (Non-GAAP) Highlights: 2019 2018 Change • Consolidated revenue down 1.5% (1% constant currency); Revenue $51,480 $52,283 -1.5% Diagnostics down 2%; Life Science flat Gross Margin 61.3% 61.2% +0.1 pts • LS gross margin improvements offset Dx pricing and volume effects Operating expenses $20,432 $22,466 -9.1% Ratio 39.7% 43.0% -3.3 pts • R&D down – clinical trial spending Operating income $11,140 $9,544• SG&A down– organizational streamlining +16.7% Margin 21.6% 18.3% +3.3 pts Net earnings $8,558 $6,541 +30.8% EPS • Full phase-in of U.S. tax reform and larger income $0.20 $0.15 +33.3% contribution from OUS (lower rate than U.S.) GAAP 2019 2018 Change • Lower restructuring and litigation costs Operating expenses $21,021 $23,949 -12.2% Operating income $10,551 $8,061 +30.9% Margin 20.5% 15.4% +5.1 pts Net earnings $8,106 $6,302 +28.6% EPS $0.19 $0.15 +26.7%

Diagnostics (Adjusted Non-GAAP) Life Science (Adjusted Non-GAAP) 2019 2018 Change 2019 2018 Change Revenue $36,665 $37,490 -2.2% Revenue $14,815 $14,793 +0.1% Operating income $8,786 $8,569 +2.5% Operating income $5,129 $2,943 +74.3% % Margin 24.0% 22.9% +1.1 pts % Margin 34.6% 19.9% +14.7 pts Revenue by: Revenue by: Technology: Technology: Molecular assays $7,298 $8,717 -16.3% Molecular reagents $6,589 $5,688 +15.8% Immunoassays & blood chemistry 29,367 28,773 +2.1% Immunological reagents 8,226 9,105 -9.7% Disease State: Region: GI (Gastrointestinal) $18,633 $20,270 -8.1% Americas $4,534 $5,250 -13.6% RI (Respiratory Illnesses) 7,977 7,486 +6.6% EMEA 7,455 5,185 +43.8% Blood Chemistry (Lead) 4,466 4,266 +4.7% ROW 2,826 4,358 -35.2% Other 5,589 5,468 +2.2% China (included in ROW) 1,038 1,434 -27.6% Product/Customer Highlights: Product/Customer Highlights: • Molecular and European growth (new customers, products) • Significant volume pressure in C. Difficile and other molecular products • HpSA contractual pricing reductions, partially offset by volume growth • Key IVD customer orders delayed • Strength in certain IA products and continued growth in Lead • China customer order volume soft after strong year-end F2018Diagnostics (Adjusted Non-GAAP) Life Science (Adjusted Non-GAAP) 2019 2018 Change 2019 2018 Change Revenue $36,665 $37,490 -2.2% Revenue $14,815 $14,793 +0.1% Operating income $8,786 $8,569 +2.5% Operating income $5,129 $2,943 +74.3% % Margin 24.0% 22.9% +1.1 pts % Margin 34.6% 19.9% +14.7 pts Revenue by: Revenue by: Technology: Technology: Molecular assays $7,298 $8,717 -16.3% Molecular reagents $6,589 $5,688 +15.8% Immunoassays & blood chemistry 29,367 28,773 +2.1% Immunological reagents 8,226 9,105 -9.7% Disease State: Region: GI (Gastrointestinal) $18,633 $20,270 -8.1% Americas $4,534 $5,250 -13.6% RI (Respiratory Illnesses) 7,977 7,486 +6.6% EMEA 7,455 5,185 +43.8% Blood Chemistry (Lead) 4,466 4,266 +4.7% ROW 2,826 4,358 -35.2% Other 5,589 5,468 +2.2% China (included in ROW) 1,038 1,434 -27.6% Product/Customer Highlights: Product/Customer Highlights: • Molecular and European growth (new customers, products) • Significant volume pressure in C. Difficile and other molecular products • HpSA contractual pricing reductions, partially offset by volume growth • Key IVD customer orders delayed • Strength in certain IA products and continued growth in Lead • China customer order volume soft after strong year-end F2018

Consolidated net Consolidated net 2%-4% growth Flat to 2% growth revenues revenues Operating margin ~20% (GAAP/Non-GAAP) Operating margin ~19% (GAAP), ~20% (Non-GAAP) Tax rate 25.5% Tax rate 24.5%-25.0% Earnings per Share $0.74-$0.76 (GAAP/Non-GAAP) Earnings per Share $0.72-$0.74 (GAAP), $0.74-$0.76 (Non-GAAP) Diagnostics Diagnostics Net revenues Low single-digit growth Net revenues Low single-digit decline Operating margin Down 0-50 bps year-over-year Operating margin Down from F2018 and Q1-F2019 levels Life Science Life Science Net revenues Low double-digit growth Net revenues High single-digit to low double-digit growth Operating margin Continued improvement over run rate Operating margin Significant improvement from F2018 levelsConsolidated net Consolidated net 2%-4% growth Flat to 2% growth revenues revenues Operating margin ~20% (GAAP/Non-GAAP) Operating margin ~19% (GAAP), ~20% (Non-GAAP) Tax rate 25.5% Tax rate 24.5%-25.0% Earnings per Share $0.74-$0.76 (GAAP/Non-GAAP) Earnings per Share $0.72-$0.74 (GAAP), $0.74-$0.76 (Non-GAAP) Diagnostics Diagnostics Net revenues Low single-digit growth Net revenues Low single-digit decline Operating margin Down 0-50 bps year-over-year Operating margin Down from F2018 and Q1-F2019 levels Life Science Life Science Net revenues Low double-digit growth Net revenues High single-digit to low double-digit growth Operating margin Continued improvement over run rate Operating margin Significant improvement from F2018 levels

F2019 Situation New Products Growth Drivers Opportunistic Strategic partnership partnerships in with DiaSorin to drive • Working to re-build core product ® ™ Calprotectin and automated HpSA pipeline – Execute Curian Lyme testing at larger • Multifaceted approach to bridge hospital labs to core replacement product Strategic DiaSorin launches starting in F2020-F2021 ® Distributor HpSA • Opportunistic partnerships and niche, internal product/channel initiatives – F2019 focus • New product sales ramp Internal Core expected to increase throughout Products Upside from the year Initiatives new products Molecular such as CMV ® HpSA ® Foodborne Defend and Manage Driving LeadCare at Other IDN and hospital levels Older core products under competitive pressure Working to offset near-term competitive pressures and bridge to long-term strategy F2019 Situation New Products Growth Drivers Opportunistic Strategic partnership partnerships in with DiaSorin to drive • Working to re-build core product ® ™ Calprotectin and automated HpSA pipeline – Execute Curian Lyme testing at larger • Multifaceted approach to bridge hospital labs to core replacement product Strategic DiaSorin launches starting in F2020-F2021 ® Distributor HpSA • Opportunistic partnerships and niche, internal product/channel initiatives – F2019 focus • New product sales ramp Internal Core expected to increase throughout Products Upside from the year Initiatives new products Molecular such as CMV ® HpSA ® Foodborne Defend and Manage Driving LeadCare at Other IDN and hospital levels Older core products under competitive pressure Working to offset near-term competitive pressures and bridge to long-term strategy

30% Highly variable 25% quarterly growth rates 20% 15% Tropical Diseases Fertility Markers New: Nipah Mayaro New: AMH Inhibin B 10% 5% 0% Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 -5% High Performance & New Assay -10% Stable PCR Enzymes Interference Blockers ® New: Lyo ready TRU Block Ultra -15% Molecular Immuno30% Highly variable 25% quarterly growth rates 20% 15% Tropical Diseases Fertility Markers New: Nipah Mayaro New: AMH Inhibin B 10% 5% 0% Q1-17 Q2-17 Q3-17 Q4-17 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 -5% High Performance & New Assay -10% Stable PCR Enzymes Interference Blockers ® New: Lyo ready TRU Block Ultra -15% Molecular Immuno

F2019 and Beyond • Early stages of strategy execution in Diagnostics amid increasing competitive pressures • Balancing near-term earnings with investment for future growth • Total R&D investment to increase over time and accelerate with more clinical trial activity • Commercial, product and cost initiatives underway in Diagnostics business • Growth prospects in Life Science business remain strongF2019 and Beyond • Early stages of strategy execution in Diagnostics amid increasing competitive pressures • Balancing near-term earnings with investment for future growth • Total R&D investment to increase over time and accelerate with more clinical trial activity • Commercial, product and cost initiatives underway in Diagnostics business • Growth prospects in Life Science business remain strong