8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) April 26, 2019

                                         MERIDIAN BIOSCIENCE, INC.                                         

(Exact Name of Registrant as Specified in 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.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	VIVO	NASDAQ

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 1.01. Entry into a Material Definitive Agreement.

As previously reported, Lawrence J. Baldini, Executive Vice President, Global Operations of Meridian Bioscience, Inc. (“Meridian or the “Company”), notified the Company of his retirement from that position. Effective April 26, 2019, Mr. Baldini and the Company entered into a Separation Agreement and Release (the “Agreement”). The Agreement provides that the Company shall pay Mr. Baldini six months of his base salary, or $180,505, and includes a general release of claims. The foregoing description of the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On April 30, 2019, Meridian issued a press release announcing results for the second fiscal quarter ended March 31, 2019. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information in Item 1.01 is incorporated by reference into this Item 5.02.

Item 8.01. Other Events.

As described above in Item 2.02, on April 30, 2019, the Company issued a press release announcing results for the second fiscal quarter ended March 31, 2019. The press release also reports that the Board of Directors of the Company has determined that the Company will suspend its quarterly cash dividend effective immediately. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in each of Item 2.02 and Item 8.01 of this Form 8-K and in the press release attached as Exhibit 99.1 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 8.01 of this Form 8-K and Exhibit 99.1 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

10.1	Separation Agreement And Release dated April 26, 2019
99.1	Press Release dated April 30, 2019

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: April 30, 2019	By: /s/ Eric S. Rasmussen
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-10.1

Exhibit 10.1

3471 River Hills Drive Cincinnati, Ohio 45244 513.271.3700 meridianbioscience.com

CONFIDENTIAL_SEPARATION AGREEMENT AND GENERAL RELEASE

(“Agreement”)

Meridian Bioscience, Inc. (“The Company”) and Lawrence J. Baldini, his heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Employee”), agree that:

1.        Last Day of Employment. Employee’s last day of employment with The Company is 04/26/2019 (“Separation Date”).

2.        Consideration. In consideration for signing this Agreement, not revoking it, and complying with its terms, The Company agrees to provide you with the following consideration:

One Hundred Eighty Thousand Five Hundred Five Dollars and Zero Cents ($180,505.00) less lawful deductions, which equates to six (6) months of Employee’s regular base salary. The Company will make this payment within 10 business days after the Effective Date of this Agreement. This Agreement will become effective on the eighth day after Employee signs the Agreement, provided Employee does not revoke the Agreement as provided below (the “Effective Date”).

3.        No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the monies and/or benefits specified in Paragraph “2” above, except for Employee’s execution of this Agreement without revocation and the fulfillment of the promises contained herein. Employee agrees he is not otherwise entitled to the payment he is receiving as consideration for this Agreement. Employee agrees that the payment he receives under this Agreement is sufficient consideration in exchange for his obligations under this Agreement.

4.        General Release, Claims Not Released and Related Provisions

a.        General Release of All Claims. Employee knowingly and voluntarily releases and forever discharges The Company, its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of: Title VII of the Civil Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the United States Code; The Employee Retirement Income Security Act of 1974 (“ERISA”); The Immigration Reform and Control Act; The Americans with Disabilities Act of 1990; The Age Discrimination in Employment Act of 1967 (“ADEA”); The Older Workers Benefit Protection Act of 1990; The Worker Adjustment and Retraining Notification Act; The Fair Credit Reporting Act; The Family and Medical Leave Act; The Equal Pay Act; The Genetic Information Nondiscrimination Act of 2008; Ohio Revised Code 4112 and all its subparts; any other federal, state or local law, rule, regulation, or ordinance; any public policy, contract, tort, or common law; or any basis for recovering costs, fees, or other expenses including attorneys’ fees incurred in these matters.

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3471 River Hills Drive Cincinnati, Ohio 45244 513.271.3700 meridianbioscience.com

b.        Claims Not Released. Employee is not waiving any rights he may have to: (a) his own vested accrued employee benefits under The Company’s health, welfare, or retirement benefit plans, if any, as of the Separation Date; (b) pursue claims that by law cannot be waived by signing this Agreement; (c) enforce this Agreement; and/or (d) challenge the validity of this Agreement.

c.        Governmental Agencies. Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency nor does anything in this Agreement preclude, prohibit, or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. However, by signing this Agreement, Employee waives the right to recover any monetary damages or attorneys’ fees from The Company in any claim or lawsuit brought by or through the Equal Employment Opportunity Commission or an equivalent state agency.

5.        Acknowledgments and Affirmations. Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against The Company.

Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Employee signs this Agreement. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.

Employee will not make any defamatory or maliciously disparaging comments, whether oral or written, about The Company, its officers, directors, employees, agents or its products, services or business.

Employee further affirms that Employee has no known workplace injuries or occupational diseases that have not been previously reported to The Company.

Employee acknowledges and agrees that Employee remains bound by any legal obligations contained in the Non-Competition, Non-Solicitation and/or Confidentiality Agreement with the Company, executed on March 12, 2001.

Employee also affirms that Employee has not divulged any proprietary or confidential information of The Company and will continue to maintain the confidentiality of such information consistent with The Company’s policies and Employee’s agreement(s) with The Company and/or common law.

Employee affirms that during the term of employment, Employee has had access to and has become familiar with various trade secrets and other confidential and proprietary business information of the Company. Employee agrees that the Company has taken reasonable steps to preserve the confidentiality of these trade secrets and other confidential and proprietary information. Employee agrees not to disclose, directly or indirectly, or use in any way, any such trade secrets or

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3471 River Hills Drive Cincinnati, Ohio 45244 513.271.3700 meridianbioscience.com

other confidential or proprietary business information. Employee also agrees that Employee has not taken with Employee originals or copies of any Company information, its trade secrets and other confidential or proprietary business information.

By signing this Agreement, Employee acknowledges that Employee is aware that it is The Company’s policy that all employees immediately report to their supervisor, other management personnel, or the appropriate state and federal authorities, any activity that is, was, or may be in violation of state or federal laws or Company policies and procedures. Employee hereby represents that sufficient opportunities were made available to Employee to make such report(s), and that Employee has not witnessed any activity in violation of federal or state laws or Company policies.

Employee affirms that all of The Company’s decisions regarding Employee’s pay and benefits through the date of Employee’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.

6.        Limited Disclosure and Return of Property. Employee agrees not to disclose any information regarding the underlying facts leading up to or the existence or substance of this Agreement, except to Employee’s spouse, tax advisor, an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and/or to any federal, state, or local government agency.

Employee affirms that Employee has returned all of The Company’s property, documents, and/or any confidential information in Employee’s possession or control. Employee also affirms that Employee is in possession of all of Employee’s property that Employee had at The Company’s premises and that The Company is not in possession of any of Employee’s property.

7.        Governing Law and Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the State of Ohio without regard to its conflict of laws provision. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

8.        Non-admission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose an admission by Releasees of wrongdoing or unlawful conduct of any kind. The Company is furnishing the consideration for this Agreement in order to assist Employee with the transition to new employment.

9.        Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.

10.        Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties, except Employee’s Non-Competition, Non-Solicitation and/or Confidentiality Agreement, which is re- affirmed and incorporated herein by reference. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with

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3471 River Hills Drive Cincinnati, Ohio 45244 513.271.3700 meridianbioscience.com

Employee’s decision to accept this Agreement, except for those set forth in this Agreement.

11.        Required Disclosure. Employee is advised that Employee has up to twenty – one (21) calendar days to consider this Agreement. Employee also is advised to consult with an attorney prior to Employee’s signing of this Agreement. Employee may revoke this agreement for a period of seven (7) calendar days following the day employee signs this Agreement. Any revocation within this period must be submitted, in writing, to Melissa McCarey, Vice President, Global Human Resources, and state, “I hereby revoke my acceptance of our Agreement.” The revocation must be personally delivered to Melissa McCarey or her designee, or mailed to Melissa McCarey at 3471 River Hills Dr. Cincinnati, OH 45244 and postmarked within seven (7) calendar days after Employee signs this Agreement.

Employee freely and knowingly, and after due consideration, enters into this Agreement intending to waive, settle and release all claims employee has or might have against Releasees. Employee acknowledges that he is competent to understand and execute this Agreement and he admits that he voluntarily executes this Agreement of his own free will and that he understands this Agreement.

	MERIDIAN BIOSCIENCE, INC.
	By:     /s/ Melissa J. McCarey
By:    /s/ Lawrence J. Baldini                              Lawrence J. Baldini		Melissa J. McCarey             VP, Global Human Resources
Date:     4/26/19	Date:      4-26-19

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EX-99.1

Exhibit 99.1

For Immediate Release

MERIDIAN BIOSCIENCE REPORTS SECOND QUARTER 2019 OPERATING RESULTS, SUSPENDS QUARTERLY CASH DIVIDEND, AND PROVIDES FISCAL 2019 GUIDANCE FOR PENDING ACQUISITION

CINCINNATI, OHIO April 30, 2019 (GLOBE NEWSWIRE) -- Meridian Bioscience, Inc. (NASDAQ: VIVO) today announced financial results for the second quarter and first six months ended March 31, 2019.

Second Quarter 2019 Highlights:

● Total revenue decreased 11% to $50.2 million, as compared to $56.5 million in the second quarter of fiscal 2018 (10% decrease in constant-currency)

● Diagnostics segment revenues decreased 16% to $33.5 million (15% decrease in constant-currency)

● Life Science segment revenues were flat at $16.7 million (2% growth in constant-currency)

● Reported operating income of $9.8 million (including $1.4 million of costs associated with acquisition activities, restructuring activities and litigation), as compared to $7.7 million in the second quarter of fiscal 2018, which included $4.9 million of costs associated with restructuring activities and litigation

● Reported EPS of $0.17 per diluted share and Adjusted EPS of $0.19 per diluted share (see non-GAAP financial measure reconciliation below)

● Quarterly cash dividend suspended in connection with the announcement of the Company’s agreement to acquire the business of GenePOC Inc. and decision to allocate capital to related and other growth initiatives

Year-to-Date Fiscal 2019 Highlights:

● Total revenue decreased 6% to $101.7 million, as compared to $108.7 million in same period of fiscal 2018 (also a 6% decrease in constant-currency)

● Diagnostics segment revenues decreased 9% to $70.2 million (also a 9% decrease in constant-currency)

● Life Science segment revenues were flat at $31.6 million (2% growth in constant-currency)

● Reported operating income of $20.4 million (including $2.1 million of costs associated with acquisition activities, restructuring activities and litigation), as compared to $15.7 million in the fiscal 2018 year-to-date period, which included $6.4 million of costs associated with restructuring activities and litigation

● Reported EPS of $0.35 per diluted share and Adjusted EPS of $0.39 per diluted share (see non-GAAP financial measure reconciliation below)

Second Quarter 2019 Results

Total revenue for the second quarter of fiscal 2019 decreased 11% to $50.2 million, compared to $56.5 million in the second quarter of 2018. This decrease was driven by a 16% decrease in Diagnostics business unit revenues from $39.8 million to $33.5 million, as a result of continued competitive pressures in a number of our molecular products, particularly C. difficile, weaker respiratory product demand, and volume and pricing declines in certain gastrointestinal products. Life Science business unit revenues were relatively flat at $16.7 million (a 2% increase on a constant-currency basis compared to the second quarter of 2018), as growth in both Americas and EMEA was largely offset by soft customer order activity in China.

Reported operating income for the second quarter of fiscal 2019 increased $2.2 million to $9.8 million from the second quarter of fiscal 2018. This increase resulted from a $7.4 million decrease in operating expenses including a $3.5 million decrease in acquisition, restructuring and litigation costs, more than offsetting the lower amount of gross profit from decreased revenues. Excluding the effects of the acquisition, restructuring and litigation costs in each period, operating income decreased 11% to $11.2 million. R&D spending was down in the quarter compared to second quarter of fiscal 2018, due to the timing of certain product development project expenses including clinical trial expenses incurred in the fiscal 2018 second quarter for the cCMV test, which launched this quarter. Sales and marketing expenses in the quarter were down due to fiscal 2018 organization streamlining initiatives, as well as lower sales commissions as a result of lower revenues. General and administrative expenses were down in the quarter, also due largely to the effects of organizational streamlining initiatives implemented in fiscal 2018, but also due to lower FDA Quality System remediation costs for the Billerica manufacturing facility and lower incentive compensation costs. Fiscal 2019 second quarter operating income in Diagnostics decreased 29%, due entirely to the decrease in revenues, as spending was down significantly. Operating income for the second quarter of fiscal 2019 was up 47% in Life Science, driven by the continued benefit of fiscal 2018 restructuring activities, including a lower-cost commercial organization.

Net earnings for the second quarter of fiscal 2019 totaled $7.1 million, or $0.17 per diluted share, as compared to $5.3 million, or $0.12 per diluted share, for the second quarter of fiscal 2018. On an adjusted basis (non-GAAP), earnings were $8.2 million, or $0.19 per diluted share, as compared to $8.9 million, or $0.21 per diluted share, for the second quarter of fiscal 2018, decreases of 8% and 10%, respectively. Adjusted basis excludes the effect of acquisition transaction and litigation costs in the fiscal 2019 quarter and restructuring and litigation costs in the fiscal 2018 quarter.

Jack Kenny, Chief Executive Officer, commented, “While I am disappointed in our results for the second quarter for both our Diagnostics and Life Science business units, I am excited about the shift that our pending acquisition of GenePOC represents for Meridian. The addition upon closing of GenePOC and its revogene^™ molecular diagnostics platform is a critical step in our strategy to invest in new products and technologies. We believe this transaction and other initiatives are necessary to stabilize our Diagnostics business and re-position the Company for sustainable, long-term growth. The suspension of our quarterly cash dividend represents a change in our

capital allocation philosophy to support this strategy and increase re-investment in the business. We recognize the near-term trends and competitive pressures in our business and we have recently reorganized our Diagnostics commercial organization as an additional step to help address these pressures. For our Life Science business unit, we are expecting customer order activity in China to improve over the back half of the year, but not to previously expected levels. Good growth performance this quarter in the Americas and EMEA, however, are evidence that the Life Science business is well-positioned, despite the recent unforeseen weakness in China.”

Fiscal 2019 First Half Results

Total revenue for the first half of fiscal 2019 totaled $101.7 million, a 6% decrease from the $108.7 million achieved in fiscal 2018. This decrease reflects a decline of 9% (also 9% on a constant-currency basis) to $70.2 million in Diagnostics, driven largely by competitive pressures in molecular assays, particularly C. difficile, volume and pricing declines in gastrointestinal products, and volume declines in respiratory assays. Revenues in the Life Science business unit were relatively flat (up 2% on a constant-currency basis), reflecting softness in customer order activity in China.

During the first half of fiscal 2019, operating income totaled $20.4 million, an increase of 30% or $4.6 million. This increase primarily resulted from lower expenses for restructuring and litigation activities. Excluding the effects of the acquisition, restructuring and litigation costs in each period, operating income increased 1% to $22.5 million compared to the first half of fiscal 2018, despite the decline in revenues. Operating expenses were broadly lower in all categories across both business units, which favorably affected operating income, despite the revenue decline in Diagnostics.

Net earnings totaled $15.2 million, or $0.35 per diluted share, for the first half of fiscal 2019, as compared to $11.6 million, or $0.27 per diluted share, for the same period in fiscal 2018. On an adjusted basis, earnings were $16.8 million, or $0.39 per diluted share, increases of 9% and 8%, respectively, over fiscal 2018’s adjusted earnings of $15.4 million, or $0.36 per diluted share. Adjusted earnings exclude the effect of acquisition transaction and litigation costs in the first half of fiscal 2019, and restructuring and litigation costs, and certain one-time tax effects of the tax reform act, in the same period in fiscal 2018 period (see non-GAAP financial measure reconciliation below).

Tax Reform Impact

Our net earnings for both fiscal year-to-date periods include the effects of the tax reform act signed into law during December 2017. The fiscal 2019 year-to-date period reflects the lower U.S. federal tax rate of 21% being fully phased-in, and the first six months of fiscal 2018 includes: (i) a benefit of $1.7 million ($0.04 per diluted share) primarily related to the re-measurement of 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. The effective tax rate for both the second quarter and first six months of fiscal 2019 was 23%.

Cash Dividend Matters

As part of the Company’s regular evaluation of its capital allocation, upon evaluation of earnings, cash flow requirements and future business developments, including the pending acquisition of the business of GenePOC Inc., and other factors deemed relevant, the Board of Directors, at its discretion, suspended the Company’s quarterly cash dividend effective immediately. This action was taken in order to deploy cash into new product development activities for the revogene^™ molecular diagnostics platform among other investments and to preserve capital resources and liquidity for general corporate purposes.

Fiscal 2019 Guidance Including Effects of the Pending Acquisition

The Company provided revised guidance for full year fiscal 2019 in its press release dated April 2, 2019. Excluding amortization expense, the Company expects the transaction to add approximately $4 million - $5 million in operating expenses in fiscal 2019. The Company currently estimates that the transaction will be dilutive to full year fiscal 2019 EPS by approximately $0.10 to $0.12 per share, based on current purchase accounting estimates.

Financial Condition

The Company’s financial condition remains sound. At March 31, 2019, cash and equivalents were $66.1 million and the Company had 100% borrowing capacity under its $30.0 million commercial bank credit facility. The Company’s bank-debt obligations totaled $47.9 million as of March 31, 2019.

In connection with the pending acquisition of GenePOC, the Company also expects to execute a new five-year $125 million revolving credit facility that would replace its existing $30 million credit facility. The new credit facility is expected to be secured by substantially all of the Company’s assets and include certain restrictive financial covenants. The Company expects to use this new facility and cash on-hand to repay the existing term loan outstanding at March 31, 2019 and fund the closing payment for the acquisition of GenePOC.

Conference Call Information

Jack Kenny, Chief Executive Officer, and Eric Rasmussen, Chief Financial Officer, will host a conference call on Tuesday, April 30, 2019 beginning at 10:00 a.m. Eastern Time to discuss the second 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 3893028. A replay will be available for 14 days beginning at 1:00 p.m. Eastern Time on April 30, 2019 by dialing (855) 859-2056 or (404) 537-3406 and entering pass code 3893028.

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 interim periods of fiscal 2019 and fiscal 2018.

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2019			2018			2019			2018
Net revenues	$	50,248		$	56,451		$	101,728		$	108,734
Cost of sales		20,910			21,882			40,818			42,155
Gross profit		29,338			34,569			60,910			66,579
Operating expenses
Research and development		3,816			4,491			7,700			8,895
Selling and marketing		6,911			8,647			14,474			17,461
General and administrative		7,388			8,842			16,286			18,090
Acquisition and restructuring costs		785			3,458			872			4,192
Litigation costs		603			1,453			1,192			2,202
Total operating expenses		19,503			26,891			40,524			50,840
Operating income		9,835			7,678			20,386			15,739
Other expense, net		(588	)		(454	)		(663	)		(857	)
Earnings before income taxes		9,247			7,224			19,723			14,882
Income tax provision		2,153			1,936			4,523			3,292
Net earnings	$	7,094		$	5,288		$	15,200		$	11,590
Net earnings per basic common share	$	0.17		$	0.12		$	0.36		$	0.27
Basic common shares outstanding		42,496			42,323			42,472			42,289
Net earnings per diluted common share	$	0.17		$	0.12		$	0.35		$	0.27
Diluted common shares outstanding		42,946			42,732			42,925			42,693
Adjusted Financial Measures
(see non-GAAP financial measure reconciliation below)
Operating income	$	11,223		$	12,589		$	22,450		$	22,133
Net earnings		8,159			8,863			16,783			15,404
Net earnings per diluted common share	$	0.19		$	0.21		$	0.39		$	0.36

Condensed Balance Sheet Data

	March 31,
	2019		2018
Cash and equivalents	$	66,097	$	56,400
Working capital		120,583		113,691
Long-term debt		47,946		52,414
Shareholders’ equity		181,645		174,336
Total assets		253,964		254,547

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				Six Months Ended
	March 31,				March 31,
	2019		2018		2019		2018
Net Revenues - By Product Platform/Type
Diagnostics
Molecular assays	$	7,132	$	9,976	$	14,434	$	18,692
Immunoassays & blood chemistry assays		26,368		29,806		55,731		58,580
Total Diagnostics		33,500		39,782		70,165		77,272
Life Science
Molecular reagents		5,390		6,143		11,998		11,832
Immunological reagents		11,358		10,526		19,565		19,630
Total Life Science		16,748		16,669		31,563		31,462
Total Net Revenues	$	50,248	$	56,451	$	101,728	$	108,734
Net Revenues - By Disease State/Geography
Diagnostics
Gastrointestinal assays	$	16,177	$	19,149	$	34,792	$	39,419
Respiratory illness assays		7,553		9,543		15,534		17,029
Blood chemistry assays		4,330		4,257		8,760		8,523
Other		5,440		6,833		11,079		12,301
Total Diagnostics		33,500		39,782		70,165		77,272
Life Science
Americas		5,453		5,121		9,975		10,373
EMEA		7,901		7,478		15,376		12,659
ROW		3,394		4,070		6,212		8,430
Total Life Science		16,748		16,669		31,563		31,462
Total Net Revenues	$	50,248	$	56,451	$	101,728	$	108,734
Geographic Regions Americas = North and Latin America EMEA = Europe, Middle East and Africa ROW = Rest of World

	Three Months Ended						Six Months Ended
	March 31,						March 31,
	2019			2018			2019			2018
OPERATING INCOME
Diagnostics	$	7,561		$	10,684		$	16,346		$	19,310
Life Science		5,361			3,638			10,492			6,580
Corporate		(3,101	)		(6,723	)		(6,493	)		(10,334	)
Eliminations		14			79			41			183
Total Operating Income	$	9,835		$	7,678		$	20,386		$	15,739

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 acquisition transaction costs, restructuring costs, litigation costs, and certain one-time tax effects of the tax reform act, each of which is a non-GAAP measure. We have provided in the tables below reconciliations to the operating expenses, operating income, net earnings, basic earnings per share and diluted earnings per share amounts reported under U.S. Generally Accepted Accounting Principles for the second quarters and six month periods ended March 31, 2019 and March 31, 2018.

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 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.

SECOND QUARTER AND SIX MONTH YEAR-TO-DATE

GAAP TO NON-GAAP RECONCILATION TABLES

(In Thousands, Except per Share Data)

	Three Months							Six Months
	Ended March 31,							Ended March 31,
	2019			2018				2019			2018
Operating Expenses -
U.S. GAAP basis	$	19,503		$	26,891			$	40,524		$	50,840
Acquisition and restructuring costs		(785	)		(3,458	)			(872	)		(4,192	)
Litigation costs		(603	)		(1,453	)			(1,192	)		(2,202	)
Adjusted Operating Expenses	$	18,115		$	21,980			$	38,460		$	44,446
Operating Income -
U.S. GAAP basis	$	9,835		$	7,678			$	20,386		$	15,739
Acquisition and restructuring costs		785			3,458				872			4,192
Litigation costs		603			1,453				1,192			2,202
Adjusted Operating Income	$	11,223		$	12,589			$	22,450		$	22,133
Net Earnings -
U.S. GAAP basis	$	7,094		$	5,288			$	15,200		$	11,590
Acquisition and restructuring costs *		602			2,517				669			3,052
Litigation costs*		463			1,058				914			1,603
One-time benefit from tax law change		-			-				-			(1,695	)
Repatriation transition tax		-			-				-			854
Adjusted Earnings	$	8,159		$	8,863			$	16,783		$	15,404
Net Earnings per Basic Common Share -
U.S. GAAP basis	$	0.17		$	0.12			$	0.36		$	0.27
Acquisition and restructuring costs		0.01			0.06				0.02			0.07
Litigation costs		0.01			0.02				0.02			0.04
One-time benefit from tax law change		-			-				-			(0.04	)
Repatriation transition tax		-			-				-			0.02
Adjusted Basic EPS	$	0.19		$	0.21		**	$	0.40		$	0.36

	Three Months					Six Months
	Ended March 31,					Ended March 31,
	2019		2018			2019		2018
Net Earnings per Diluted Common Share -
U.S. GAAP basis	$	0.17	$	0.12		$	0.35	$	0.27
Acquisition and restructuring costs		0.01		0.06			0.02		0.07
Litigation costs		0.01		0.02			0.02		0.04
One-time benefit from tax law change		-		-			-		(0.04	)
Repatriation transition tax		-		-			-		0.02
Adjusted Diluted EPS	$	0.19	$	0.21	**	$	0.39	$	0.36

* Net of tax.

** Does not sum to total due to rounding.

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 “continues,” “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 (including the currently ongoing study and other FDA actions regarding the Company’s LeadCare products). 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

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