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
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
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
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
MERIDIAN DIAGNOSTICS, INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
(Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
--------------------------------- -------------------------------
1998 1997 1998 1997
------------ ------------ ------------ -----------
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
============ ============ ============ ===========
Page 5 of 14
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
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
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.
QUARTER ENDED
-------------------------------------------------------------------------------------
March 31, 1998 March 31, 1997
---------------------------------------- -----------------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- --------- ----------- ------------- ---------
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
====== ====== ===== ====== ====== =====
Page 8 of 14
SIX MONTHS ENDED
-------------------------------------------------------------------------------------
March 31, 1998 March 31, 1997
---------------------------------------- -----------------------------------------
Income Shares Per Share Income Shares Per Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- --------- ----------- ------------- ---------
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
====== ====== ===== ====== ====== =====
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
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
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
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
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
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