MERIDIAN DIAGNOSTICS INC
10-Q, 1998-04-29
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                                       OR

              ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to _________
                         Commission file number 0-14902


                           MERIDIAN DIAGNOSTICS, INC.
- --------------------------------------------------------------------------------

Incorporated under the laws of Ohio                     31-0888197
- --------------------------------------------------------------------------------
                                           (I.R.S. Employer Identification No.)


                             3471 River Hills Drive
                             Cincinnati, Ohio 45244
                                 (513) 271-3700


Indicate  by a check  mark  whether  the  Registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes X   No


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.



          Class                                    Outstanding at April 29, 1998
- --------------------------------------------------------------------------------
 Common Stock, no par value                                   14,379,812








                                  Page 1 of 14


<PAGE>



                   MERIDIAN DIAGNOSTICS, INC. AND SUBSIDIARIES

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q




                                                                       Page(s)
                                                                       -------

PART I       FINANCIAL INFORMATION

Item 1.      Financial Statements                                         3-4
             Consolidated Balance Sheets
             March 31, 1998 and September 30, 1997

             Consolidated Statements of Earnings                            5
             Three Months Ended March 31, 1998 and 1997
             Six Months Ended March 31, 1998 and 1997

             Consolidated Statements of Cash Flows                          6
             Six Months Ended March 31, 1998 and 1997

             Notes to Consolidated Financial Statements                  7-10

Item 2.      Management's Discussion and Analysis of                    11-12

             Financial Condition and Results of Operations

PART II.     OTHER INFORMATION

Item 3.      Submission of Matters to a Vote of Security Holders           13
Item 4.      Other Information                                             13
Item 5.      Exhibits and Reports on Form 8-K                              14
             Signature                                                     14
             Exhibit 27 Financial Data Schedule                         15-17




                                  Page 2 of 14


<PAGE>



                   MERIDIAN DIAGNOSTICS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)

                                                  March 31,        September 30,
                                                    1998                1997
                                                ------------       ------------

CURRENT ASSETS:
     Cash and cash equivalents                   $11,052,406        $10,523,191
     Investments                                  11,215,289         11,213,144
     Accounts receivable, less 
       allowance of $211,822 and      
       $166,742, for doubtful accounts            11,660,257         10,622,759
     Inventories                                   4,339,573          4,651,687
     Prepaid expenses and other                      408,417            458,732
     Deferred tax assets                             515,863            382,518
                                                ------------       ------------
        Total current assets                      39,191,805         37,852,031
                                                ------------       ------------
PROPERTY, PLANT AND EQUIPMENT:
     Land                                            252,909            259,993
     Buildings and improvements                    7,035,092          6,629,847
     Machinery, equipment and furniture            8,344,316          7,822,671
     Construction in progress                        172,467             96,218
                                                ------------       ------------
     Total property, plant and equipment          15,804,784         14,808,729
     Less-accumulated depreciation 
       and amortization                            6,854,215          6,359,499
                                                ------------       ------------
        Net property, plant and equipment          8,950,569          8,449,230
                                                ------------       ------------
OTHER ASSETS:
     Long term receivables and other                 304,775            298,301
     Deferred royalties                              157,379            195,355
     Deferred tax assets                             700,142            645,542
     Deferred debenture offering costs,
       net of accumulated amortization 
       of $204,000 and $136,500                    1,124,336          1,191,836
     Covenants not to compete, net of 
       accumulated amortization of
       $3,494,572 and $3,123,408                   2,026,014          2,397,186
     License agreements, net of 
       accumulated amortization of
       $916,319 and $887,541                         218,794            247,571
     Patents, tradenames, customer 
       lists and distributorships, 
       net of accumulated amortization
       of $1,347,949 and $1,204,686                2,811,922          2,954,764
     Other intangible assets, net of 
       accumulated amortization of
       $382,286 and $303,869                       1,858,764          1,937,131
     Cost in excess of net assets acquired, 
       net of accumulated amortization
       of $475,405 and $422,880                    1,269,418          1,321,943
                                                ------------       ------------
        Total other assets                        10,471,544         11,189,629
                                                ------------       ------------
TOTAL ASSETS                                     $58,613,918        $57,490,890
                                                ============       ============



                                  Page 3 of 14


<PAGE>


                   MERIDIAN DIAGNOSTICS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)


                       LIABILITIES AND SHARHOLDERS' EQUITY


                                                  March 31,        September 30,
                                                    1998                1997
                                                ------------       ------------


CURRENT LIABILITIES:
  Current portion of long-term obligations                 9       $    73,877

  Current portion of capital 
    lease obligations                                210,040           106,516
  Accounts payable                                 1,180,601           839,093
  Accrued payroll and payroll taxes                1,151,422           841,603
  Other accrued expenses                           1,225,981         1,244,078
  Income taxes payable                               728,506         1,165,636
                                                ------------       ------------
     Total current liabilities                     4,496,559         4,270,803
                                                ------------       ------------
LONG-TERM OBLIGATIONS:                            20,028,813        20,023,880
                                                ------------       ------------
CAPITAL LEASE OBLIGATIONS:                           667,368           557,313
                                                ------------       ------------
SHAREHOLDERS' EQUITY:

  Preferred stock, no par value, 
    1,000,000 shares authorized;                         -                 -
    none issued

  Common stock, no par value, 
    50,000,000 shares authorized;
    14,378,105 and 14,365,289 shares
    issued and outstanding,
    respectively, stated at                        2,394,399         2,393,852
  Additional paid-in capital                      20,577,374        20,571,453
  Retained earnings                               11,090,255        10,103,837
  Cumulative foreign currency 
    translation adjustment                          (640,850)         (430,248)
                                                ------------       ------------
     Total  shareholders' equity                  33,421,178        32,638,894
                                                ------------       ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $58,613,918       $57,490,890
                                                 ===========       ===========  





                                  Page 4 of 14


<PAGE>




                   MERIDIAN DIAGNOSTICS, INC. AND SUBSIDIARIES
                       Consolidated Statements of Earnings
                                   (Unaudited)
<TABLE>
<CAPTION>



                                                     Three Months Ended                        Six Months Ended
                                                        March 31,                                 March 31,
                                              ---------------------------------       -------------------------------
                                                  1998                 1997               1998                1997
                                              ------------         ------------       ------------        -----------
<S>                                           <C>                  <C>                 <C>                <C>        
NET SALES                                     $  9,541,821         $  8,336,712        $17,990,170        $15,898,505

COST OF SALES                                    3,115,399            2,871,500          6,040,696          5,582,369
                                              ------------         ------------       ------------        -----------
     Gross profit                                6,426,422            5,465,212         11,949,474         10,316,136
                                              ------------         ------------       ------------        -----------
OPERATING EXPENSES:
     Research and development                      595,792              395,728          1,151,942            794,238
     Selling and marketing                       1,838,849            1,805,605          3,651,818          3,600,181
     General and administrative                  1,213,373            1,195,183          2,555,370          2,246,014
                                              ------------         ------------       ------------        -----------
     Total operating expenses                    3,648,014            3,396,516          7,359,130          6,640,433
                                              ------------         ------------       ------------        -----------
     Operating income                            2,778,408            2,068,696          4,590,344          3,675,703

OTHER INCOME (EXPENSE):
     Licensing and related fees                          -                7,297                  -              7,297
     Interest income                               395,457              206,452            646,691            510,890
     Interest expense                            (398,813)            (390,857)          (803,523)          (881,157)
     Other, net                                     23,042               12,789              8,370              7,469
                                              ------------         ------------       ------------        -----------
     Total other income (expense)                   19,686            (164,319)          (148,462)          (355,501)
                                              ------------         ------------       ------------        -----------
     Earnings before income taxes                2,798,094            1,904,377          4,441,882          3,320,202

INCOME TAXES                                     1,094,572              772,400          1,766,780          1,345,479

                                              ------------         ------------       ------------        -----------
NET EARNINGS                                  $  1,703,522         $  1,131,977       $  2,675,102        $ 1,974,723
                                              ============         ============       ============        ===========

BASIC  WEIGHTED AVERAGE NUMBER 
   OF COMMON SHARES OUTSTANDING                 14,373,183           14,356,731         14,371,268         14,318,274
                                              ============         ============       ============        ===========
BASIC EARNINGS PER COMMON SHARE               $        .12         $        .08       $        .19        $       .14
                                              ============         ============       ============        ===========

DILUTED WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES OUTSTANDING                 14,698,754           14,739,002         14,696,839         14,700,545
                                              ============         ============       ============        ===========

DILUTED EARNINGS PER COMMON SHARE             $        .12        $         .08       $        .18        $       .13
                                              ============         ============       ============        ===========

</TABLE>

                                  Page 5 of 14


<PAGE>



                   MERIDIAN DIAGNOSTICS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)



                                                        Six Months Ended
                                                            March 31,
                                                 -------------------------------
                                                      1998              1997
                                                 -------------     -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net earnings                                 $  2,675,102     $  1,974,723
     Non cash items:
        Depreciation of property, 
          plant and equipment                          677,663          558,747
        Amortization of intangible 
          assets and deferred royalties                779,159          983,083
        Deferred interest expense                            -           83,292
        Deferred income taxes                         (187,945)         (54,600)
     Change in current assets excluding 
        cash/cash equivalents and       
        investments                                   (675,069)        (360,907)
     Change in current liabilities, 
        excluding current portion of
        long-term obligations                          196,100          (93,241)
     Long-term receivable and payable                   (6,474)         (59,571)
                                                 -------------     -------------
        Net cash provided by operating
          activities                                 3,458,536        3,031,526
                                                 -------------     -------------
CASH FLOW FROM INVESTING ACTIVITIES:
     Property, plant and equipment 
       acquired, net                                (1,113,985)        (402,673)
     Patents                                                 -          (39,194)
     Sale (purchase) of short term
       investments                                      (2,145)       8,296,999
                                                 -------------     -------------
        Net cash provided by (used for) 
          investing activities                      (1,116,130)       7,855,132
                                                 -------------     -------------


CASH FLOW FROM FINANCING ACTIVITIES:
     Proceeds from issuance of 
       subordinated debentures, net 
       of offering costs                                     -          (66,293)
     Proceeds from other long-term 
       obligations                                     177,193                -
     Repayment of long-term obligations               (167,288)        (136,262)
     Dividends paid                                 (1,688,684)      (1,467,042)
     Proceeds from issuance of 
       common stock, net                                 6,468           51,365
                                                 -------------     -------------
         Net cash (used for) 
           financing activities                     (1,672,311)      (1,618,232)
                                                 -------------     -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH               (140,880)        (254,284)
                                                 -------------     -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS              529,215        9,014,142

CASH & CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                               10,523,191        5,648,225
                                                 -------------     -------------
CASH & CASH EQUIVALENTS 
AT END OF PERIOD                                  $ 11,052,406     $ 14,662,367
                                                  ============     ============
SUPPLEMENTAL DISCLOSURE OF 
CASH FLOW INFORMATION:
Cash paid during the period for:
        Income taxes                              $  2,031,710    $   1,058,500
        Interest                                       736,621          629,732




                                  Page 6 of 14


<PAGE>



                   MERIDIAN DIAGNOSTICS, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1.   Basis of Presentation:
     ---------------------

     The  consolidated  financial  statements  included  herein  have  not  been
     examined by independent  public  accountants,  but include all  adjustments
     (consisting  of normal  recurring  entries)  which are,  in the  opinion of
     management,  necessary  for a fair  presentation  of the  results  for such
     periods.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles have been omitted pursuant to the requirements of the Securities
     and Exchange Commission, although the Company believes that the disclosures
     included in these financial statements are adequate to make the information
     not misleading.

     It is suggested  that these  consolidated  financial  statements be read in
     conjunction  with the consolidated  financial  statements and notes thereto
     included in the Company's latest annual report on Form 10-K.

     The  results of  operations  for the interim  periods  are not  necessarily
     indicative of the results to be expected for the year.

2.   Inventories:
     -----------

     Inventories are comprised of the following:


                                March 31, 1998         September 30, 1997
                                --------------         ------------------
      Raw materials               $1,523,820             $ 1,399,188
      Work-in-process              1,457,703               1,652,270
      Finished goods               1,358,050               1,600,229
                                  ----------             -----------
                                  $4,339,573              $4,651,687
                                  ==========              ==========


3.   Income Taxes:
     ------------

     The provisions  for income taxes were computed at the estimated  annualized
     effective  tax rates  utilizing  current  tax law in effect,  after  giving
     effect to research and experimentation credits.




                                  Page 7 of 14


<PAGE>



4.   Earnings Per Common Share:
     -------------------------

     In the  first  quarter  of  fiscal  1998,  the  Company  adopted  Financial
     Accounting  Standards Board Statement No. 128 (SFAS No. 128), "Earnings Per
     Share",  which replaces the presentation of primary earnings per share with
     a  presentation  of  basic  earnings  per  share.  It  also  requires  dual
     presentation  of basic and  diluted  earnings  per share on the face of the
     income  statement  for all entities  with complex  capital  structures  and
     requires a  reconciliation  of both the  numerator and  denominator  of the
     basic earnings per share computation for the same components in the diluted
     earnings per share computation. The convertible subordinated debentures are
     anti-dilutive.  The  following  tables show the amounts  used in  computing
     earnings per share and the effect on income and the weighted average number
     of shares for the quarters and six months ending March 31, 1998 and 1997 of
     dilutive potential common stock.

<TABLE>
<CAPTION>

                                                          QUARTER ENDED
                         -------------------------------------------------------------------------------------
                                        March 31, 1998                             March 31, 1997
                         ----------------------------------------    -----------------------------------------
                            Income         Shares       Per Share      Income          Shares        Per Share
                         (Numerator)   (Denominator)     Amount      (Numerator)    (Denominator)     Amount
                         -----------   -------------    ---------    -----------    -------------    ---------
<S>                          <C>            <C>            <C>          <C>              <C>            <C>  
In thousands except
per share amounts
- -------------------
BASIC EARNINGS
PER SHARE

Net income available
to common stockholders       $1,704         14,373         $0.12        $1,132           14,357         $0.08
                                                           =====                                        =====
EFFECT OF DILUTIVE
SECURITIES

Stock Options                    --            326                          --             382
                             ------         ------                      ------           -----
DILUTED EARNINGS
PER SHARE

Net income available to
common stockholders    
and assumed conversions      $1,704         14,699         $0.12        $1,132           14,739         $0.08
                             ======         ======         =====        ======           ======         =====


</TABLE>





                                  Page 8 of 14


<PAGE>


<TABLE>
<CAPTION>

                                                          SIX MONTHS ENDED
                         -------------------------------------------------------------------------------------
                                        March 31, 1998                             March 31, 1997
                         ----------------------------------------    -----------------------------------------
                            Income         Shares       Per Share      Income          Shares        Per Share
                         (Numerator)   (Denominator)     Amount      (Numerator)    (Denominator)     Amount
                         -----------   -------------    ---------    -----------    -------------    ---------
<S>                          <C>            <C>            <C>          <C>              <C>            <C>  
In thousands except 
per share amounts
- -------------------
BASIC EARNINGS
PER SHARE

Net income available to
common stockholders          $2,675         14,371         $0.19        $1,975           14,318         $0.14
                                                           =====                                        =====
EFFECT OF DILUTIVE
SECURITIES

Stock Options                   --             326                         --              383
                             ------         ------                      ------           -----
DILUTED EARNINGS
PER SHARE

Net income available to
common stockholders    
and assumed conversions      $2,675         14,697         $0.18        $1,975           14,701         $0.13
                             ======         ======         =====        ======           ======         =====


</TABLE>



The effect of adopting SFAS No. 128 on the prior quarterly periods is presented
below:


                                   Quarter Ended         Six Months Ended
                                       3/31/97               3/31/97
Per Share Amounts                  -------------         ----------------

Primary EPS as reported               $0.08                    $0.14
Effect of SFAS No. 128                    -                        -
Basic EPS as restated                 $0.08                    $0.14
                                      =====                    =====

Fully diluted EPS as reported           n/a                      n/a
Effect of SFAS No. 128                    -                        -
Diluted EPS as restated               $0.08                    $0.13
                                      =====                    =====


5.   Translation of Foreign Currency:
     -------------------------------

     Assets and liabilities of foreign  operations are translated  using quarter
     end exchange rates, and revenues and expenses are translated using exchange
     rates  prevailing  during  the year  with  gains or losses  resulting  from
     translation included in a separate component of shareholders' equity. Gains
     and  losses  resulting  from   transactions  in  foreign   currencies  were
     immaterial.



                                  Page 9 of 14


<PAGE>




6.   Reclassifications:
     -----------------

     Certain  reclassifications  have  been made to the  accompanying  financial
     statements to conform to the March 31, 1998 presentation.

7.   Recently Issued Accounting Standards:
     ------------------------------------

     During  1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
     Statement  No. 130  (Statement  130) on "Reporting  Comprehensive  Income".
     Statement 130 is effective for the fiscal years  beginning  after  December
     15, 1997,  or for  Meridian's  fiscal year ended  September  30, 1999.  The
     objective  of  Statement  130 is to report a measure of all  changes in the
     equity of an enterprise  that result from  transactions  and other economic
     events of the period other than  transactions  with owners  ("comprehensive
     income").  Comprehensive  income is the total of net  income  and all other
     non-owner changes in equity.  For the Company,  this reporting will involve
     gains and losses  resulting from the  translation of assets and liabilities
     of foreign  operations which are currently included in a separate component
     of shareholders'  equity. In addition, it will include unrealized gains and
     losses  on  investments.  Based on  current  circumstances,  the  effect of
     Statement 130 will not have a material  impact on the  Company's  financial
     position or operating results.






























                                  Page 10 of 14


<PAGE>

Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
         Results of Operations

Results of Operations:
- ---------------------

     Consolidated net sales increased $1,205,000,  or 14%, to $9,542,000 for the
     second fiscal quarter and increased $2,092,000,  or 13%, to $17,990,000 for
     the six  months  ended  March  31,  1998.  These  increases  were more than
     accounted for by strong unit growth in the focus products, C. difficile, H.
     pylori,  Para-Pak,  Rotavirus and Mycoplasma,  which collectively increased
     $2,314,000,  or 24% for the six  months.  The  giardia,  mononucleosis  and
     virology lines were down in total about 8%. In addition,  OEM products were
     approximately  45% lower  than the prior year  reflecting  a  reduction  in
     demand from the mononucleosis and virology OEM customers.  Premier Platinum
     HpSA (H. pylori Specific Antigen), launched in Europe in September 1997 and
     sold in the U.S. for research use only pending Food and Drug Administration
     clearance, has attained year to date sales of about $250,000.

     The increase in  consolidated  net sales for the second fiscal  quarter was
     comprised  of volume of  $1,670,000,  or 20%,  offset by lower  pricing  of
     ($285,000),  or (4%), and currency of ($180,000),  or (2%). The impact from
     pricing showed some improvement  compared to the first quarter primarily in
     the U.S. For the six month period,  the increase in sales of $2,092,000 was
     made up of volume of $3,053,000,  or 19%, pricing  ($592,000),  or (4%) and
     currency ($369,000), or (2%).

     European  sales  increased  approximately  $45,000 for the quarter but were
     about $65,000 less for the six months compared to the comparable periods in
     fiscal 1997 due entirely to the impact of currency.  Adjusted for currency,
     European  operations  reflect  increases of 12% and 9% respectively for the
     quarter and six month period compared to the prior year.

     Gross profit increased 18% for the quarter and 16% for the six month period
     compared  to sales  increases  of 14% and 13%,  respectively.  As a result,
     gross profit  improved as a percentage of sales to 67.4%  compared to 65.6%
     for the quarter;  to 66.4% from 64.9% for the six months.  The  improvement
     reflects the higher margin on the Cambridge line of enteric  products which
     are now produced in the Company's  facility versus the previous higher cost
     associated with the one year inventory purchase agreement when the products
     were acquired in June 1996. In addition,  the reduction in  amortization of
     certain  acquisition  costs related to the Cambridge  supply  agreement and
     inventory  purchase  agreement coupled with product mix,  specifically from
     improved  margins in the  ImmunoCard  format,  were the  principal  factors
     accounting  for the margin  improvement.  Increases  in  scrap/obsolescence
     costs,  higher  sales  royalties  and the  impact of  pricing  noted  above
     partially offset the cost improvements.

     Total operating expenses increased  $251,000,  or 7%, for the second fiscal
     quarter versus the prior year,  but decreased two and one-half  points as a
     percent of sales to 38.2% from 40.7%. Similarly, expenses for the six month
     period compared to the prior year increased  approximately 11% but declined
     to 40.9% from 41.8% as a percent of sales.

     Research and development expenses for the second fiscal quarter were up 51%
     and up 45% for the six months.  These increases are more than accounted for
     by the cost of clinical  studies,  personnel costs and research  materials,
     primarily  associated  with the Phase I multi-site  Premier  Platinum  HpSA
     studies.



                                  Page 11 of 14


<PAGE>


     Selling and marketing expenses were relatively flat increasing less than 2%
     for the quarter and the six months  compared to the  comparable  prior year
     periods.  HpSA costs  associated with advertising  development,  scientific
     conferences,   symposiums,  trade  shows  and  focus  groups  coupled  with
     increases in the U.S.  salesforce  offset  reductions in European  expenses
     stemming from the  strengthening  dollar versus the lira.  European selling
     and marketing  expenses  compared to the same periods last year,  excluding
     the effect of currency, increased approximately 6% for the quarter but were
     down about 3% for the six month period.

     General and  administrative  expenses  increased  2% for the second  fiscal
     quarter and 14% for the six months.  These  increases  are primarily in the
     U.S. and related to personnel expenses, depreciation,  computer maintenance
     contract,  and an increase in the allowance for doubtful  accounts based on
     the higher sales offset by reductions in consulting  fees and  amortization
     of acquisition  costs.  European  expenses  increased  nominally due to the
     weaker lira versus the dollar.  Adjusted for  currency,  European  expenses
     were up 15% and 12% for the quarter and six months respectively.

     Operating income as a result of the above increased  $710,000,  or 34%, and
     improved over four percentage  points to 29.1% as a percentage of sales for
     the second fiscal quarter.  For the six months,  operating income increased
     $915,000,  or 25%, and improved by over two  percentage  points of sales to
     25.5%

     Other income  increased by $184,000  for the quarter  while other  expenses
     decreased $207,000 for the six month period ended March 31, 1998. Increases
     in interest  income for the quarter  reflect the higher  amount of invested
     cash  plus an  improvement  in the  yields  from  commercial  paper.  Lower
     interest  expense  accounted for the balance of the  improvement in the six
     month results.  Gains/losses  in foreign  exchange were not material during
     the periods. The cumulative foreign currency translation adjustment changed
     by $121,000 during the quarter as a result of the U.S. dollar continuing to
     strengthen against the lira.

     The  Company's  effective  tax rate  declined 1.4 points for the quarter to
     39.1% and 0.8  points  for the six month  period  to  39.8%.  Net  earnings
     increased $572,000, or 51% for the second fiscal quarter to $1,704,000 from
     $1,132,000 and increased $700,000,  or 36% to $2,675,000 for the six months
     ended March 31, 1998, compared to the prior year. The corresponding diluted
     earnings per share for the comparable  periods were $0.12 and $0.08 for the
     quarters respectively, and $0.18 and $0.13 for the six month period.

Liquidity and Capital Resources:
- -------------------------------

     Net cash flow  provided  by  operations  was  $3,459,000  for the six month
     period ended March 31, 1998, up $427,000, or 14%, from last year. Increases
     in  net  earnings,   depreciation  and  current  liabilities  all  totaling
     $1,015,000  were offset by lower  amortization  expenses  and  increases in
     accounts receivable and deferred taxes.

     Net cash provided by investing  activities  decreased  $8,971,000 primarily
     from the sale of short  term  investments  during  the  prior  year plus an
     increase in fixed assets. Net cash used for financing  activities increased
     about 3%, which is more than accounted for by the higher dividend payments.

     Net cash flow from  operations  is expected  to  continue  to fund  working
     capital requirements. Currently, the Company has an unused $12,500,000 line
     of credit with a commercial  bank and cash/cash  equivalents and short-term
     investments of $22,268,000.

                                  Page 12 of 14


<PAGE>


                           PART II. OTHER INFORMATION

Item 3. Submission of Matters to a Vote of Security Holders

     The Company's  Annual Meeting of Shareholders was held on January 22, 1998.
     Each of the following  matters was voted upon and approved by the Company's
     shareholders as indicated below:

     (1)  Election of the following six directors:

          (a)  James A. Buzard, 13,097,948 votes for and 98,197 abstentions 
          (b)  John A. Kraeutler, 13,101,776 votes for and 94,351 abstentions
          (c)  Gary P. Kreider, 13,099,501 votes for and 96,626 abstentions
          (d)  William J. Motto, 13,101,675 votes for and 94,452 abstentions
          (e)  Robert J. Ready, 13,101,091 votes for and 95,036 abstentions
          (f)  Jerry Ruyan, 13,100,309 votes for and 95,818 abstentions


     (2)  Ratification  of  the  appointment  of  Arthur  Andersen  LLP  as  the
          Company's   independent  public  accountants  for  fiscal  year  1998,
          13,132,635 votes for, 28,298 votes against, 35,194 abstentions.


Item 4.  Other Information

     On February 4, 1998 the Company  launched three new, rapid,  one-step tests
     for  strep  throat,   infectious  mononucleosis  and  pregnancy  detection.
     ImmunoCard STAT!  Strep A received CLIA waived status,  making it ideal for
     even the smallest laboratories.  Group A streptococci are identified in 20%
     of patients with sore throat  symptoms.  The  worldwide  estimate for rapid
     strep throat testing is  approximately  40 million units.  ImmunoCard STAT!
     Mono is the Company's fifth product for detecting infectious mononucleosis,
     a disease that is suspected in up to 200,000  Americans  each year,  and is
     especially prevalent in young adults.  ImmunoCard STAT! hCG Combo is a very
     sensitive new pregnancy  test that can be performed  simply on either urine
     (CLIA waived) or serum. The rapid pregnancy  testing market is projected to
     exceed $150 million annually.

     The  Company   received  on  February  12,  1998  a  U.S.  Patent  entitled
     "Immunoassay  for H. pylori in Fecal  Specimens".  This  technology  is the
     basis for Meridian's new Premier  Platinum  HpSAtm test,  which detects the
     presence  of  specific  antigens of the  ulcer-causing  H. pylori  bacteria
     directly  from  stool  specimens.  Premier  Platinum  HpSAtm,  launched  to
     international  markets during late-1997,  is currently  awaiting FDA 510(k)
     marketing clearance.  The Company believes the Premier Platinum HpSAtm test
     is useful in helping to diagnose and follow-up H. pylori disease accurately
     and  cost-efficiently.  The H. pylori bacteria infects approximately 50% of
     the world's  population  and is  recognized  as the leading cause of peptic
     ulcer disease.

                                  Page 13 of 14


<PAGE>



Item 5. Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          Exhibit No.                  Description                      Page(s)
          -----------            ----------------------                 -------
              27                 Financial Data Schedule                 15-17

     (b)  Reports on Form 8-K:

          None


Signature:

     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 there-unto duly authorized.


                                            MERIDIAN DIAGNOSTICS, INC.





Date:     April 29, 1998                    /s/     GERARD BLAIN
                                            ------------------------------
                                             Gerard Blain, Vice President,
                                             Chief Financial Officer
                                             (Principal Financial Officer)


                                  Page 14 of 14



<TABLE> <S> <C>


<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              SEP-30-1998
<PERIOD-START>                                 OCT-01-1997
<PERIOD-END>                                   MAR-31-1998
<CASH>                                         11,052,406
<SECURITIES>                                   11,215,289
<RECEIVABLES>                                  11,872,079
<ALLOWANCES>                                   211,822
<INVENTORY>                                    4,339,573
<CURRENT-ASSETS>                               39,191,805
<PP&E>                                         15,804,784
<DEPRECIATION>                                 6,854,215
<TOTAL-ASSETS>                                 58,613,918
<CURRENT-LIABILITIES>                          4,496,559
<BONDS>                                        20,696,181
                          0
                                    0
<COMMON>                                       2,394,399
<OTHER-SE>                                     20,577,374
<TOTAL-LIABILITY-AND-EQUITY>                   58,613,918
<SALES>                                        17,990,170
<TOTAL-REVENUES>                               17,990,170
<CGS>                                          6,040,696
<TOTAL-COSTS>                                  6,040,696
<OTHER-EXPENSES>                               7,359,130
<LOSS-PROVISION>                               30,052
<INTEREST-EXPENSE>                             803,523
<INCOME-PRETAX>                                4,441,882
<INCOME-TAX>                                   1,766,780
<INCOME-CONTINUING>                            2,675,102
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   2,675,102
<EPS-PRIMARY>                                  .19
<EPS-DILUTED>                                  .18
        


</TABLE>


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