8-K
MERIDIAN BIOSCIENCE INC false 0000794172 0000794172 2019-11-07 2019-11-07

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) November 7, 2019

IMAGE

                                        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.)

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))

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

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 November 7, 2019, Meridian Bioscience, Inc. (“Meridian” or the “Company”) issued a press release announcing results for the fourth quarter and fiscal year ended September 30, 2019. 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 November 7, 2019, Meridian is hosting a conference call for the benefit of its investors to discuss the results set forth in the earnings release, discuss key elements of its business strategy and discuss other business and financial developments. 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 November 7, 2019

         
 

99.2

   

Conference Call Presentation

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: November 7, 2019

 

 

 

By: /s/ Bryan T. Baldasare

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

(Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

 

LOGO

For Immediate Release

MERIDIAN BIOSCIENCE REPORTS FOURTH QUARTER AND FULL-YEAR FISCAL 2019 OPERATING RESULTS AND PROVIDES FISCAL 2020 GUIDANCE

CINCINNATI, OHIO November 7, 2019 (GLOBE NEWSWIRE) -- Meridian Bioscience, Inc. (NASDAQ: VIVO) today announced financial results for the fourth quarter and fiscal year ended September 30, 2019.

Fourth Quarter 2019 Highlights (Comparison to Fourth Quarter Fiscal 2018):

 

   

Consolidated revenue decreased 4% to $50.8 million (3% decrease in constant-currency)

 

   

Diagnostics segment revenues decreased 9% to $33.4 million (also a 9% decrease in constant-currency); note that while Diagnostics segment revenues were down compared to the fourth quarter of fiscal 2018, such revenues were relatively flat with our fiscal 2019 third quarter

 

   

Life Science segment achieved a record quarter, with revenues increasing 7% to $17.4 million (9% growth in constant-currency)

 

   

Reported GAAP Operating Margin of 11.5% and Adjusted Operating Margin of 14.9% for the quarter, which includes a full three months of activities in the Diagnostics segment from the acquisition of the GenePOC business

 

   

Reported GAAP EPS of $0.10 per diluted share and Adjusted EPS of $0.13 per diluted share

 

   

Adjusted Operating Margin and Adjusted EPS on a diluted basis excludes costs associated with acquisition-related activities, restructuring activities and selected legal matters (see non-GAAP financial measure reconciliation below)

Full Fiscal Year 2019 Highlights (Comparison to Full Year Fiscal 2018):

 

   

Consolidated revenue decreased 6% to $201.0 million (5% decrease in constant-currency)

 

   

Diagnostics segment revenues decreased 9% to $136.7 million (8% decrease in constant-currency)

 

   

Life Science segment revenues increased 2% to $64.3 million (3% growth in constant-currency)

 

   

Reported GAAP Operating Margin of 16.3% and Adjusted Operating Margin of 19.4%, which includes four months of activities in the Diagnostics segment from the acquisition of the GenePOC business

 

   

Reported GAAP EPS of $0.57 per diluted share and Adjusted EPS of $0.68 per diluted share

 

   

Adjusted Operating Margin and Adjusted EPS on a diluted basis excludes costs associated with acquisition-related activities, restructuring activities and selected legal matters (see non-GAAP financial measure reconciliation below)

Fourth Quarter Fiscal 2019 Results (Comparison to Fourth Quarter Fiscal 2018)

Consolidated revenue for the fourth quarter of fiscal 2019 decreased 4% to $50.8 million, compared to $53.1 million last year. Diagnostics segment revenues were down 9%, while Life Science segment revenues were up 7%. Our Diagnostics segment experienced continued competitive pressures in a number of our products, particularly C. difficile and foodborne, volume and pricing declines in certain gastrointestinal products, and the effects of initially lighter shipments of respiratory products in advance of the upcoming season. Our Life Science segment revenues for the quarter reflected double-digit growth from IVD customers purchasing immunological reagents in the EMEA region as well as China, but this was offset by softness in the distribution channel in the Americas region.

Reported operating income for the fourth quarter of fiscal 2019 was $5.8 million, including operating costs of $3.5 million for the normal activities from the acquisition of the GenePOC business. SG&A expenses were down $0.9 million, largely due to the effects of last year’s organizational stream-lining activities. Research and development expenses increased $2.0 million for the quarter, primarily due to the addition of costs associated with the acquisition of GenePOC’s business and continued development of two revogene assays, as well as the completion of clinical trials for our first Curian assay, a stool-antigen test for H. pylori. Reported operating income for the quarter also included $1.7 million of costs associated with acquisition-related activities, restructuring activities and selected legal matters. Excluding the effects of such costs, adjusted operating income achieved a margin of 15% (see non-GAAP financial measure reconciliation below).


Jack Kenny, Chief Executive Officer, commented, “We are very pleased with our fourth quarter results, which showed significant progress on our strategic direction for both our Diagnostics and Life Science businesses. For the Diagnostics segment, our overall revenue level stabilized commensurate with our third quarter. Conversion of customers from our alethia molecular system to the revogene system during the first 120 days exceeded our expectations. Instrument placements were approximately 60 during this time period. The revogene platform is helping address competitive pressures and has slowed our account losses. Our new product development efforts on our Diagnostic instrument platforms (revogene, Curian and PediaStat) continue to make progress, and we submitted our first Curian assay, a stool-antigen test for H. pylori, to the FDA in September. For the Life Science segment, IVD customer orders for immunological reagents were strong as this segment delivered its best revenue-growth quarter for the year. During the quarter we also made refinements to our organizational structure in both business units in order to improve customer focus and cost efficiencies in fiscal 2020.”

Full Fiscal Year 2019 Results (Comparison to Full Year Fiscal 2018)

Consolidated revenue for the fiscal year ended September 30, 2019 decreased 6% to $201.0 million, compared to $213.6 million in fiscal 2018. Revenues for our Diagnostics segment decreased 9% (8% on a constant-currency basis) to $136.7 million, driven largely by declines in gastrointestinal assays, which reflected anticipated pricing declines in our H. pylori products and continued competitive pressures in our C. difficile and foodborne products. Revenues in our Life Science segment grew 2% (3% on a constant-currency basis), reflecting growth in the EMEA region being partially offset by declines in the Americas and Rest of World. Life Science revenues in China increased by approximately 2% on a full-year basis.

During fiscal 2019, reported operating income was $32.7 million, including operating costs of $4.6 million for the normal activities from the acquisition of the GenePOC business. On an adjusted basis (excludes costs associated with acquisition-related activities, restructuring activities and selected legal matters), operating income was $38.9 million and achieved a margin of 19%, which compares to adjusted operating income of $44.6 million and a margin of 21% in fiscal 2018 (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 fiscal 2018 includes: (i) a benefit of $2.7 million ($0.06 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 rates for both the fourth quarter and full year fiscal 2019 were 23%.

Fiscal 2020 Guidance

Our fiscal 2020 guidance reflects significant investments in new product development to continue to refresh our Diagnostics segment’s product lines, including beginning clinical trials for six assays across three instrument platforms (revogene, Curian and PediaStat). Our fiscal 2020 guidance noted below for adjusted operating margin and adjusted earnings per share on a diluted basis reflects $27 million to $28 million in Research and Development spending, or 13% to 14% of consolidated revenues, compared to approximately $18 million, or 9% of consolidated revenues in fiscal 2019).

Revenues

 

   

Consolidated – flat to down 3%

 

   

Diagnostics segment – down 3% to 5%

 

   

Life Science segment – up 2% to 6%


Adjusted Operating Margin

 

   

Consolidated – 9% to 10%

 

   

Diagnostics segment – mid-single-digits (significant research and development spending)

 

   

Life Science segment – 50 to 100 basis-point improvement over 2019

Effective Tax Rate

 

   

23.5% to 24.5%

Adjusted Earnings Per Share on a Diluted Basis

 

   

$0.28 to $0.34

Adjusted operating margin and adjusted earnings per share on a diluted basis for fiscal 2020 excludes costs associated with restructuring activities and selected legal matters that we expect to continue in fiscal 2020. In addition, our fiscal 2020 guidance for adjusted operating margin and earnings per share on a diluted basis excludes the medical device excise tax, the moratorium for which is due to expire December 31, 2019, unless Congress chooses to extend such moratorium for a third time, or altogether repeals it.

Although we do expect revenues for our Diagnostics segment to be down low to mid-single-digits for the full fiscal year, we expect revenues for our Diagnostics segment to be down high-single-digits during the first quarter, commensurate with the second half of fiscal 2019. Our revenue expectations for our Diagnostics segment for the first quarter, along with current customer order patterns for our Life Science segment, indicate our consolidated revenues for the first quarter could be down mid-single-digits.

Financial Condition

The Company’s financial condition remains sound. At September 30, 2019, cash and equivalents were $62.4 million and the Company had $49.2 million of borrowing capacity under its $125.0 million commercial bank credit facility. The Company’s bank-debt obligations under the bank credit facility totaled $75.8 million as of September 30, 2019.

Conference Call Information

Jack Kenny, Chief Executive Officer, and Bryan Baldasare, Executive Vice President and Chief Financial Officer, will host a conference call on Thursday, November 7, 2019 beginning at 10:00 a.m. Eastern Time to discuss the fourth quarter and full fiscal year 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 9471778. A replay will be available for 14 days beginning at 1:00 p.m. Eastern Time on November 7, 2019 by dialing (855) 859-2056 or (404) 537-3406 and entering pass code 9471778.


FOURTH QUARTER AND FISCAL 2019 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 and annual periods of fiscal 2019 and fiscal 2018.

 

 

     Three Months Ended   Twelve Months Ended
     September 30,   September 30,
     2019   2018   2019   2018

Net revenues

   $ 50,846   $ 53,100   $ 201,014   $ 213,571

Cost of sales

     21,690     20,944     82,689     82,874
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

     29,156     32,156     118,325     130,697
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

        

Research and development

     5,654     3,630     17,948     16,789

Selling and marketing

     7,225     8,505     28,446     34,468

General and administrative

     8,714     8,335     33,002     34,805

Acquisition-related costs

     363     -     1,808     -

Restructuring costs

     1,138     3,601     2,839     8,706

Selected legal costs

     213     975     1,583     4,345
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

     23,307     25,046     85,626     99,113
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

     5,849     7,110     32,699     31,584

Other expense, net

     (493     (232     (1,142     (1,204
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

     5,356     6,878     31,557     30,380

Income tax provision

     1,253     1,444     7,175     6,531
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

   $ 4,103   $ 5,434   $ 24,382   $ 23,849
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per basic common share

   $ 0.10   $ 0.13   $ 0.57   $ 0.56

Basic common shares outstanding

     42,711     42,391     42,571     42,325

Net earnings per diluted common share

   $ 0.10   $ 0.13   $ 0.57   $ 0.56

Diluted common shares outstanding

               42,916               42,821               42,899               42,754


     Three Months Ended    Twelve Months Ended
     September 30,    September 30,
     2019    2018    2019    2018

Adjusted Financial Measures

           
(see non-GAAP financial measure reconciliation below)            

Operating income

   $           7,563    $           11,686    $           38,929    $           44,635

Net earnings

     5,399      8,579      29,142      31,705

Net earnings per diluted common share

   $ 0.13    $ 0.20    $ 0.68    $ 0.74

Condensed Balance Sheet Data

 

     September 30,  
     2019      2018  

Cash and equivalents

   $ 62,397    $ 59,763

Working capital

       123,847        114,880

Long-term debt

     75,824      50,180

Shareholders’ equity

     190,967      175,418

Total assets

     325,378      251,377

Segment Data

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

 

     Three Months Ended    Twelve Months Ended
     September 30,    September 30,
     2019    2018    2019    2018

Net Revenues - By Product Platform/Type

           

Diagnostics

           

Molecular assays

   $ 6,065    $ 7,727    $ 26,231    $ 33,709

Immunoassays & blood chemistry assays

     27,334      29,087      110,451      116,745
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Diagnostics

     33,399      36,814      136,682      150,454
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Life Science

           

Molecular reagents

     5,765      6,650      23,261      24,533

Immunological reagents

     11,682      9,636      41,071      38,584
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Life Science

     17,447      16,286      64,332      63,117
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total Net Revenues

   $           50,846    $           53,100    $           201,014    $           213,571
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 


     Three Months Ended   Twelve Months Ended
     September 30,   September 30,
     2019   2018   2019   2018

Net Revenues - By Disease State/Geography

        

Diagnostics

        

Gastrointestinal assays

   $           16,953   $           19,172   $         68,977   $           78,803

Respiratory illness assays

     5,380     6,132     26,622     28,911

Blood chemistry assays

     5,572     5,581     19,082     19,109

Other

     5,494     5,929     22,001     23,631
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Diagnostics

     33,399     36,814     136,682     150,454
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Life Science

        

Americas

     5,094     5,206     19,443     21,080

EMEA

     7,318     6,253     29,157     24,715

ROW

     5,035     4,827     15,732     17,322
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Life Science

     17,447     16,286     64,332     63,117
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Revenues

   $ 50,846   $ 53,100   $ 201,014   $ 213,571
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

        

Diagnostics

   $ 1,944   $ 6,773   $ 22,399   $ 32,569

Life Science

     5,791     3,479     20,572     13,799

Corporate

     (1,923     (3,203     (10,373     (15,076

Eliminations

     37     61     101     292
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Income

   $ 5,849   $ 7,110   $ 32,699   $ 31,584
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Geographic Regions

Americas = North and Latin America

EMEA = Europe, Middle East and Africa

ROW = Rest of World

        

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-related costs, restructuring costs, selected legal 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 fourth quarters and fiscal years ended September 30, 2019 and September 30, 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.

FOURTH QUARTER AND FISCAL YEAR

GAAP TO NON-GAAP RECONCILATION TABLES

(In Thousands, Except per Share Data)

 

     Three Months          Twelve Months
     Ended September 30,          Ended September 30,
     2019    2018          2019         2018

Operating Expenses -

                

U.S. GAAP basis

     $ 23,307                 $ 25,046        $ 85,626       $ 99,113

Acquisition-related costs

     (363        -        (1,808       -

Restructuring costs

     (1,138        (3,601        (2,839       (8,706

Selected legal costs

     (213        (975        (1,583       (4,345
  

 

 

 

    

 

 

 

    

 

 

 

   

 

 

 

Adjusted Operating Expenses

     $    21,593        $    20,470        $    79,396       $    86,062
  

 

 

 

    

 

 

 

    

 

 

 

   

 

 

 

Operating Income -

                

U.S. GAAP basis

     $ 5,849        $ 7,110        $ 32,699       $ 31,584

Acquisition-related costs

     363        -          1,808       -  

Restructuring costs

     1,138        3,601        2,839       8,706

Selected legal costs

     213        975        1,583       4,345
  

 

 

 

    

 

 

 

    

 

 

 

   

 

 

 

Adjusted Operating Income

     $ 7,563        $ 11,686        $ 38,929       $ 44,635
  

 

 

 

    

 

 

 

    

 

 

 

   

 

 

 

Net Earnings -

                

U.S. GAAP basis

     $ 4,103        $ 5,434        $ 24,382                $ 23,849

Acquisition-related costs *

     273        -          1,381       -  

Restructuring costs *

     864        2,693        2,169       6,430

Selected legal costs *

     159        738        1,210       3,205

One-time benefit from tax law change

     -          (308        -         (2,655

Repatriation transition tax

     -          22        -         876
  

 

 

 

    

 

 

 

    

 

 

 

   

 

 

 

Adjusted Earnings

     $ 5,399        $ 8,579        $ 29,142       $ 31,705
  

 

 

 

    

 

 

 

    

 

 

 

   

 

 

 

 

  *

Net of tax.


     Three Months          Twelve Months
     Ended September 30,          Ended September 30,
     2019           2018          2019          2018

Net Earnings per Basic Common Share -

                  

U.S. GAAP basis

     $ 0.10         $ 0.13        $ 0.57        $ 0.56

Acquisition-related costs

     0.01         -          0.03        -  

Restructuring costs

     0.02         0.06        0.05        0.15

Selected legal costs

     -           0.02        0.03        0.08

One-time benefit from tax law change

     -           (0.01        -          (0.06

Repatriation transition tax

     -           -          -          0.02
  

 

 

 

     

 

 

 

    

 

 

 

    

 

 

 

Adjusted Basic EPS

     $ 0.13         $ 0.20        $ 0.68        $ 0.75
  

 

 

 

     

 

 

 

    

 

 

 

    

 

 

 

Net Earnings per Diluted Common Share -

                  

U.S. GAAP basis

     $ 0.10         $ 0.13        $ 0.57                 $ 0.56

Acquisition-related costs

     0.01                  -          0.03        -  

Restructuring costs

     0.02         0.06        0.05        0.15

Selected legal costs

     -           0.02        0.03        0.07

One-time benefit from tax law change

     -           (0.01        -          (0.06

Repatriation transition tax

     -           -          -          0.02
  

 

 

 

     

 

 

 

    

 

 

 

    

 

 

 

Adjusted Diluted EPS

     $           0.13         $           0.20        $          0.68      $          0.74
  

 

 

 

     

 

 

 

    

 

 

 

    

 

 

 

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”, “signals”, “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 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


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 presentation 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”, “signals”, “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 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 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, please also refer to additional factors identified from time to time in our filings with the Securities and Exchange Commission, including in Part I, Item 1A Risk Factors of our most recent Annual Report on Form 10-K, which 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.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 presentation 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”, “signals”, “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 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 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, please also refer to additional factors identified from time to time in our filings with the Securities and Exchange Commission, including in Part I, Item 1A Risk Factors of our most recent Annual Report on Form 10-K, which 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.


Forward Looking Statements (continued) All forward-looking information is subject to numerous risks and uncertainties, many of which are beyond the control of Meridian that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the diversion of management time on transaction-related issues; ability to successfully integrate the businesses; risk that the transaction and its announcement could have an adverse effect on the parties’ ability to retain customers and retain and hire key personnel; the risk that any potential synergies from the transaction may not be fully realized or may take longer to realize than expected; and risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. The forward-looking statements contained in this communication may become outdated over time. Meridian does not assume any responsibility for updating any forward-looking statements. Additional information concerning these and other factors can be found in Meridian's filings with the SEC and available through the SEC's Electronic Data Gathering and Analysis Retrieval system at www.sec.gov, including Meridian's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. Meridian assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.Forward Looking Statements (continued) All forward-looking information is subject to numerous risks and uncertainties, many of which are beyond the control of Meridian that could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the diversion of management time on transaction-related issues; ability to successfully integrate the businesses; risk that the transaction and its announcement could have an adverse effect on the parties’ ability to retain customers and retain and hire key personnel; the risk that any potential synergies from the transaction may not be fully realized or may take longer to realize than expected; and risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. The forward-looking statements contained in this communication may become outdated over time. Meridian does not assume any responsibility for updating any forward-looking statements. Additional information concerning these and other factors can be found in Meridian's filings with the SEC and available through the SEC's Electronic Data Gathering and Analysis Retrieval system at www.sec.gov, including Meridian's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The foregoing list of important factors is not exclusive. Meridian assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.


Non-GAAP Financial Measures 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 acquisition-related costs, restructuring costs, selected legal 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 November 7, 2019.Non-GAAP Financial Measures 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 acquisition-related costs, restructuring costs, selected legal 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 November 7, 2019.


Q4 2019 Business Highlights Diagnostics Life Science • Meaningful stabilization of business • Record revenues and profitability • Consistent revenues Q3 to Q4 • Revenues $17.4 million • Adjusted operating income $6 million • Revogene™ molecular system launch and 34% margin • Solid Commercial Team execution • 2018 reorganization paying dividends • Excellent Customer acceptance • New Lyophilization-ready molecular • Ease-of-use getting customers live quickly reagents now one of the larger product families within the molecular • Curian™ immunoassay system product line • Development completed in instrument and fluorescent chemistry • Strong rebound in Q3 and Q4 for IVD • Clinical trials completed for instrument manufacturer orders in China and first assay (H.pylori stool Ag test) resulting in 2% Y0Y growth • 510k submitted to FDA in SeptemberQ4 2019 Business Highlights Diagnostics Life Science • Meaningful stabilization of business • Record revenues and profitability • Consistent revenues Q3 to Q4 • Revenues $17.4 million • Adjusted operating income $6 million • Revogene™ molecular system launch and 34% margin • Solid Commercial Team execution • 2018 reorganization paying dividends • Excellent Customer acceptance • New Lyophilization-ready molecular • Ease-of-use getting customers live quickly reagents now one of the larger product families within the molecular • Curian™ immunoassay system product line • Development completed in instrument and fluorescent chemistry • Strong rebound in Q3 and Q4 for IVD • Clinical trials completed for instrument manufacturer orders in China and first assay (H.pylori stool Ag test) resulting in 2% Y0Y growth • 510k submitted to FDA in September


2019 Fourth Quarter Earnings Summary ($000s except per share amounts) Adjusted (Non-GAAP) 2019 2018 Change Highlights Revenue $50,846 $53,100 -4.2% • Diagnostics revenues down 9% but stable with Q3. Gross Margin 57.3% 60.6% -3.3 pts • Life Science revenues up 7%. Operating expenses¹ $21,593 $20,470 +5.5% Ratio 42.5% 38.5% +4.0 pts • Gross margin affected by H. pylori pricing and Revogene™ MDx system acquisition. Operating income $7,563 $11,686 -35.3% Margin 14.9% 22.0% -7.1 pts • Operating expenses include $2.5M for Revogene™ MDx system acquisition, including purchase Net earnings $5,399 $8,579 -37.1% accounting amortization. EPS $0.13 $0.20 -35.0% GAAP 2019 2018 Change • GAAP operating expenses reflect $2.9M net Operating expenses $23,307 $25,046 -6.9% decline in restructuring, selected legal, and acquisition-related costs. Operating income $5,849 $7,110 -17.7% 11.5% 13.4% -1.9 pts Margin Net earnings $4,103 $5,434 -24.5% EPS $0.10 $0.13 -23.1% ¹Includes Corporate segment expenses of $1.6M and $1.5M in 2019 and 2018, respectively2019 Fourth Quarter Earnings Summary ($000s except per share amounts) Adjusted (Non-GAAP) 2019 2018 Change Highlights Revenue $50,846 $53,100 -4.2% • Diagnostics revenues down 9% but stable with Q3. Gross Margin 57.3% 60.6% -3.3 pts • Life Science revenues up 7%. Operating expenses¹ $21,593 $20,470 +5.5% Ratio 42.5% 38.5% +4.0 pts • Gross margin affected by H. pylori pricing and Revogene™ MDx system acquisition. Operating income $7,563 $11,686 -35.3% Margin 14.9% 22.0% -7.1 pts • Operating expenses include $2.5M for Revogene™ MDx system acquisition, including purchase Net earnings $5,399 $8,579 -37.1% accounting amortization. EPS $0.13 $0.20 -35.0% GAAP 2019 2018 Change • GAAP operating expenses reflect $2.9M net Operating expenses $23,307 $25,046 -6.9% decline in restructuring, selected legal, and acquisition-related costs. Operating income $5,849 $7,110 -17.7% 11.5% 13.4% -1.9 pts Margin Net earnings $4,103 $5,434 -24.5% EPS $0.10 $0.13 -23.1% ¹Includes Corporate segment expenses of $1.6M and $1.5M in 2019 and 2018, respectively


2019 Fiscal Fourth Quarter Operating Segment Highlights ($000’s) Diagnostics (Adjusted Non-GAAP) Life Science (Adjusted Non-GAAP) 2019 2018 Change 2019 2018 Change Revenue $33,399 $36,814 -9.3% Revenue $17,447 $16,286 +7.1% Operating income $3,171 $8,358 -62.1% Operating income $5,954 $4,719 +26.2% % Margin 9.5% 22.7% -13.2 pts % Margin 34.1% 29.0% +5.1 pts Revenue by: Revenue by: Technology: Technology: Molecular assays $6,065 $7,727 -21.5% Molecular reagents $5,765 $6,650 -13.3% 27,334 29,087 11,682 9,636 Immunoassays & blood chemistry -6.0% Immunological reagents +21.2% Disease State: Region: GI (Gastrointestinal) $16,953 $19,172 -11.6% Americas $5,094 $5,206 -2.2% RI (Respiratory Illnesses) 5,380 6,132 -12.3% EMEA 7,318 6,253 +17.0% Blood Chemistry (Lead) 5,572 5,581 -0.2% ROW 5,035 4,827 +4.3% 5,494 5,929 3,261 2,296 Other -7.3% China (included in ROW) +42.0% Product/Customer Highlights: Product/Customer Highlights: • Gastro affected by H. pylori pricing and competition in C. difficile and Foodborne assays.• Performance in Americas region improved during quarter despite slight decline. • Respiratory affected by slower start to shipments for upcoming 2019-20 season.• Second consecutive quarter of solid growth for supply of reagents to IVD manufacturers in China.2019 Fiscal Fourth Quarter Operating Segment Highlights ($000’s) Diagnostics (Adjusted Non-GAAP) Life Science (Adjusted Non-GAAP) 2019 2018 Change 2019 2018 Change Revenue $33,399 $36,814 -9.3% Revenue $17,447 $16,286 +7.1% Operating income $3,171 $8,358 -62.1% Operating income $5,954 $4,719 +26.2% % Margin 9.5% 22.7% -13.2 pts % Margin 34.1% 29.0% +5.1 pts Revenue by: Revenue by: Technology: Technology: Molecular assays $6,065 $7,727 -21.5% Molecular reagents $5,765 $6,650 -13.3% 27,334 29,087 11,682 9,636 Immunoassays & blood chemistry -6.0% Immunological reagents +21.2% Disease State: Region: GI (Gastrointestinal) $16,953 $19,172 -11.6% Americas $5,094 $5,206 -2.2% RI (Respiratory Illnesses) 5,380 6,132 -12.3% EMEA 7,318 6,253 +17.0% Blood Chemistry (Lead) 5,572 5,581 -0.2% ROW 5,035 4,827 +4.3% 5,494 5,929 3,261 2,296 Other -7.3% China (included in ROW) +42.0% Product/Customer Highlights: Product/Customer Highlights: • Gastro affected by H. pylori pricing and competition in C. difficile and Foodborne assays.• Performance in Americas region improved during quarter despite slight decline. • Respiratory affected by slower start to shipments for upcoming 2019-20 season.• Second consecutive quarter of solid growth for supply of reagents to IVD manufacturers in China.


2019 Fiscal Year Earnings Summary ($000s except per share amounts) Adjusted (Non-GAAP) 2019 2018 Change Highlights Revenue $201,014 $213,571 -5.9% • Diagnostics revenues down 9%. Gross Margin 58.9% 61.2% -2.3 pts Operating expenses¹ $79,396 $86,062 -7.7% • Life Science revenues up 2%. Ratio 39.5% 40.3% -0.8 pts Operating income $38,929 $44,635 • Gross margin affected by H. pylori pricing and -12.8% Margin 19.4% 20.9% Revogene™ MDx system acquisition. -1.5 pts Net earnings $29,142 $31,705 -8.1% EPS • Operating expenses include $3.4M for Revogene™ $0.68 $0.74 -8.1% MDx system acquisition, including purchase accounting amortization. GAAP 2019 2018 Change Operating expenses $85,626 $99,113 -13.6% • GAAP operating expenses reflect $6.8M net Operating income $32,699 $31,584 +3.5% decline in restructuring, selected legal, and 16.3% 14.8% +1.5 pts Margin acquisition-related costs. Net earnings $24,382 $23,849 +2.2% EPS $0.57 $0.56 +1.8% ¹Includes Corporate segment expenses of $7.8M and $7.3M in 2019 and 2018, respectively.2019 Fiscal Year Earnings Summary ($000s except per share amounts) Adjusted (Non-GAAP) 2019 2018 Change Highlights Revenue $201,014 $213,571 -5.9% • Diagnostics revenues down 9%. Gross Margin 58.9% 61.2% -2.3 pts Operating expenses¹ $79,396 $86,062 -7.7% • Life Science revenues up 2%. Ratio 39.5% 40.3% -0.8 pts Operating income $38,929 $44,635 • Gross margin affected by H. pylori pricing and -12.8% Margin 19.4% 20.9% Revogene™ MDx system acquisition. -1.5 pts Net earnings $29,142 $31,705 -8.1% EPS • Operating expenses include $3.4M for Revogene™ $0.68 $0.74 -8.1% MDx system acquisition, including purchase accounting amortization. GAAP 2019 2018 Change Operating expenses $85,626 $99,113 -13.6% • GAAP operating expenses reflect $6.8M net Operating income $32,699 $31,584 +3.5% decline in restructuring, selected legal, and 16.3% 14.8% +1.5 pts Margin acquisition-related costs. Net earnings $24,382 $23,849 +2.2% EPS $0.57 $0.56 +1.8% ¹Includes Corporate segment expenses of $7.8M and $7.3M in 2019 and 2018, respectively.


2019 Fiscal Year Operating Segment Highlights ($000’s) Diagnostics (Adjusted Non-GAAP) Life Science (Adjusted Non-GAAP) 2019 2018 Change 2019 2018 Change Revenue $136,682 $150,454 -9.2% Revenue $64,332 $63,117 +1.9% Operating income $25,845 $36,601 -29.4% Operating income $20,760 $15,039 +38.0% % Margin 18.9% 24.3% -5.4 pts % Margin 32.3% 23.8% +8.5 pts Revenue by: Revenue by: Technology: Technology: Molecular assays $26,231 $33,709 -22.2% Molecular reagents $23,261 $24,533 -5.2% Immunoassays & blood chemistry 110,451 116,745 -5.4% Immunological reagents 41,071 38,584 +6.4% Disease State: Region: GI (Gastrointestinal) $68,977 $78,803 -12.5% Americas $19,443 $21,080 -7.8% RI (Respiratory Illnesses) 26,622 28,911 -7.9% EMEA 29,157 24,715 +18.0% Blood Chemistry (Lead) 19,082 19,109 -0.1% ROW 15,732 17,322 -9.2% Other 22,001 23,631 -6.9% China (included in ROW) 8,368 8,243 +1.5% Product/Customer Highlights: Product/Customer Highlights: • Gastro affected by H. pylori pricing and competition in C. difficile and Foodborne assays. • Immunoassay reagent supply to two multi-national IVD customers delivered nearly • Respiratory affected by lighter season in 2018-19 versus 2017-18. $5M of YoY revenue growth, which more than offset loss of supply of Zika reagents and other unfavorable bulk order patterns.2019 Fiscal Year Operating Segment Highlights ($000’s) Diagnostics (Adjusted Non-GAAP) Life Science (Adjusted Non-GAAP) 2019 2018 Change 2019 2018 Change Revenue $136,682 $150,454 -9.2% Revenue $64,332 $63,117 +1.9% Operating income $25,845 $36,601 -29.4% Operating income $20,760 $15,039 +38.0% % Margin 18.9% 24.3% -5.4 pts % Margin 32.3% 23.8% +8.5 pts Revenue by: Revenue by: Technology: Technology: Molecular assays $26,231 $33,709 -22.2% Molecular reagents $23,261 $24,533 -5.2% Immunoassays & blood chemistry 110,451 116,745 -5.4% Immunological reagents 41,071 38,584 +6.4% Disease State: Region: GI (Gastrointestinal) $68,977 $78,803 -12.5% Americas $19,443 $21,080 -7.8% RI (Respiratory Illnesses) 26,622 28,911 -7.9% EMEA 29,157 24,715 +18.0% Blood Chemistry (Lead) 19,082 19,109 -0.1% ROW 15,732 17,322 -9.2% Other 22,001 23,631 -6.9% China (included in ROW) 8,368 8,243 +1.5% Product/Customer Highlights: Product/Customer Highlights: • Gastro affected by H. pylori pricing and competition in C. difficile and Foodborne assays. • Immunoassay reagent supply to two multi-national IVD customers delivered nearly • Respiratory affected by lighter season in 2018-19 versus 2017-18. $5M of YoY revenue growth, which more than offset loss of supply of Zika reagents and other unfavorable bulk order patterns.


2020 Fiscal Year Guidance Meridian Bioscience Consolidated net revenues: Down 3% to Flat Adjusted operating margin: 9% to 10% Tax rate: 23.5% to 24.5% Adjusted earnings per share: $0.28-$0.34 Research and development spend: $27 to $28 Million Life Science Diagnostics �� Net revenues: Down 3% to 5% Net revenues: Up 2% to 6% Adjusted operating margin: Mid-single-digits Adjusted operating margin: 50 to 100 basis point improvement over 20192020 Fiscal Year Guidance Meridian Bioscience Consolidated net revenues: Down 3% to Flat Adjusted operating margin: 9% to 10% Tax rate: 23.5% to 24.5% Adjusted earnings per share: $0.28-$0.34 Research and development spend: $27 to $28 Million Life Science Diagnostics �� Net revenues: Down 3% to 5% Net revenues: Up 2% to 6% Adjusted operating margin: Mid-single-digits Adjusted operating margin: 50 to 100 basis point improvement over 2019


Investing in our Transformation ($Millions) $38.9 -$11.0 $3.3 $19.8 -$5.0 -$2.4 -$4.0 2019 Adjusted Dx New Dx Margin and People and Revogene Cost 2020 Adjusted Operating Income Product Revenue Erosion Culture Purchase Savings and Operating Income Development Investments Accounting Other Spend AmortizationInvesting in our Transformation ($Millions) $38.9 -$11.0 $3.3 $19.8 -$5.0 -$2.4 -$4.0 2019 Adjusted Dx New Dx Margin and People and Revogene Cost 2020 Adjusted Operating Income Product Revenue Erosion Culture Purchase Savings and Operating Income Development Investments Accounting Other Spend Amortization



Key Elements of Meridian’s Strategy • Growth orientation Re-shape the • Focus and concentrate resources on core financial profile • Address areas of vulnerability • Organic and inorganic Focused, new • Jump start R&D, accelerate pipeline investment to • Proactive and programmatic M&A support growth • Consolidate & remove layers Organizational • Instill performance-driven culture fitness • Actively manage infrastructure costsKey Elements of Meridian’s Strategy • Growth orientation Re-shape the • Focus and concentrate resources on core financial profile • Address areas of vulnerability • Organic and inorganic Focused, new • Jump start R&D, accelerate pipeline investment to • Proactive and programmatic M&A support growth • Consolidate & remove layers Organizational • Instill performance-driven culture fitness • Actively manage infrastructure costs


Transformation Process Sustainable revenue and Product portfolio Commercial profit growth Reshape culture Continuous investment execution • New Leadership • Revogene™ acquisition• Commercial improvement • Performance culture • Improved new product Excellence • Reward & Recognition Cost structure development process• MDx protection • Development across 3 and growth • 4 businesses Platforms (Curian™, • Execution of the down to 2 BU’s PediaStat™ and Strategy (focused) • Streamline Senior Mgt Revogene™) • Eliminate non value adds Strategic plan • Who do we want to be? • What do we stop doing? • Alignment of priorities • Focused Investments Risk • HpSA off patent • Old MDx platform • Under-invested in R&D 2017 2018-2019 2019-2021 2021-2023Transformation Process Sustainable revenue and Product portfolio Commercial profit growth Reshape culture Continuous investment execution • New Leadership • Revogene™ acquisition• Commercial improvement • Performance culture • Improved new product Excellence • Reward & Recognition Cost structure development process• MDx protection • Development across 3 and growth • 4 businesses Platforms (Curian™, • Execution of the down to 2 BU’s PediaStat™ and Strategy (focused) • Streamline Senior Mgt Revogene™) • Eliminate non value adds Strategic plan • Who do we want to be? • What do we stop doing? • Alignment of priorities • Focused Investments Risk • HpSA off patent • Old MDx platform • Under-invested in R&D 2017 2018-2019 2019-2021 2021-2023



Conversion of Molecular Customers GenePOC acquisition Assay Revenue C. difficile ü ü 2020 Group A Strep ü ü Time Current trend of Stabilize and Sustainably grow Group B Strep Meridian protect base with the base with ü ü molecular Alethia menu expansion All other MDx assays revenues conversions and increased Carbapenemase (colony) (including CMV and Malaria) competitive placements RevenueConversion of Molecular Customers GenePOC acquisition Assay Revenue C. difficile ü ü 2020 Group A Strep ü ü Time Current trend of Stabilize and Sustainably grow Group B Strep Meridian protect base with the base with ü ü molecular Alethia menu expansion All other MDx assays revenues conversions and increased Carbapenemase (colony) (including CMV and Malaria) competitive placements Revenue


Revogene™ Install Base Highlights 80 70 • Initial customer demand greater than anticipated 60 • In the process of ramping 50 up instrument and pie 40 manufacturing 70 30 • Our goal is >250 units in our install base by June 30, 20 2020 10 10 0 Acquired Install Base Install Base as of Future 9/30/19Revogene™ Install Base Highlights 80 70 • Initial customer demand greater than anticipated 60 • In the process of ramping 50 up instrument and pie 40 manufacturing 70 30 • Our goal is >250 units in our install base by June 30, 20 2020 10 10 0 Acquired Install Base Install Base as of Future 9/30/19


Revogene™ Manufacturing – Scale Up Acquisition Kits manufactured Current FutureRevogene™ Manufacturing – Scale Up Acquisition Kits manufactured Current Future


Diagnostics: New Product Development R&D Spend as a % of Diagnostics Segment Revenues 20% 19% Highlights 18% • Reshaped new product 16% development process in FY 18 • Heavy investment mode 14% beginning in FY 19 and continuing 12% 11% into FY 20 and 21, including clinical trials 10% 9% • R&D programs on 3 key platforms 8% • Curian™ (rapid IA) 6% 6% • Revogene™ (molecular) • PediaStat™ (blood-chemistry) 4% 2% 0% 2013-15 2016-18 2019 2020EDiagnostics: New Product Development R&D Spend as a % of Diagnostics Segment Revenues 20% 19% Highlights 18% • Reshaped new product 16% development process in FY 18 • Heavy investment mode 14% beginning in FY 19 and continuing 12% 11% into FY 20 and 21, including clinical trials 10% 9% • R&D programs on 3 key platforms 8% • Curian™ (rapid IA) 6% 6% • Revogene™ (molecular) • PediaStat™ (blood-chemistry) 4% 2% 0% 2013-15 2016-18 2019 2020E


Diagnostics: Clinical Trial Investment Platform 2020 2021 • Dramatic increase in the GI Depth GI Panel Carba (swab) Dual Technology RI Panel RI Panel clinical trial spend over IA + MDx next two fiscal years • Allows selling across IDNs (small to large) • Allows best-in-class technology for each assay (i.e. C. difficile) C. difficile • Multiple products will be in EHEC clinical trials over next Campylobacter 24 months (vs. historic level of 1 trial per year) Pediatric POC • Products moving into Workstation Consolidation clinical trials fully aligned PediaStat™ System Hematocrit • Allows for deeper penetration into an Lead assay Other with strategic direction underserved POC market • Right CLIA-waived menu for the pediatric spaceDiagnostics: Clinical Trial Investment Platform 2020 2021 • Dramatic increase in the GI Depth GI Panel Carba (swab) Dual Technology RI Panel RI Panel clinical trial spend over IA + MDx next two fiscal years • Allows selling across IDNs (small to large) • Allows best-in-class technology for each assay (i.e. C. difficile) C. difficile • Multiple products will be in EHEC clinical trials over next Campylobacter 24 months (vs. historic level of 1 trial per year) Pediatric POC • Products moving into Workstation Consolidation clinical trials fully aligned PediaStat™ System Hematocrit • Allows for deeper penetration into an Lead assay Other with strategic direction underserved POC market • Right CLIA-waived menu for the pediatric space



Life Science: Building a Stronger Business ü Complete Reshape business to drive improved profitability → In progress GOALS Continue high growth global business Life Science: Building a Stronger Business ü Complete Reshape business to drive improved profitability → In progress GOALS Continue high growth global business


Meridian’s Strategy Summary • Target IDN needs• Bulk raw materials: IA + MDx • IA, Blood-chem and MDx • High volume customers platforms• Leverage consolidated structure • New growth orientation • Deep GI expertise and menu• Global market potential • Focus resources on core target • Pediatric POC: lead & new tests• New products and end markets markets • Narrow, high volume RI menu• Niche acquisitions • Increase investment in R&D, • U.S. key market focus priorities acquisitions • Manage competitive pressures and product life cycles • Leverage cost structure and operational efficiency • Balance capital allocation Diagnostics Life Science priorities ��Meridian’s Strategy Summary • Target IDN needs• Bulk raw materials: IA + MDx • IA, Blood-chem and MDx • High volume customers platforms• Leverage consolidated structure • New growth orientation • Deep GI expertise and menu• Global market potential • Focus resources on core target • Pediatric POC: lead & new tests• New products and end markets markets • Narrow, high volume RI menu• Niche acquisitions • Increase investment in R&D, • U.S. key market focus priorities acquisitions • Manage competitive pressures and product life cycles • Leverage cost structure and operational efficiency • Balance capital allocation Diagnostics Life Science priorities ��