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MERIDIAN BIOSCIENCE INC - Quarter Report: 2008 March (Form 10-Q)

Meridian Bioscience, Inc. 10-Q
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2008
OR
     
o   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 BIOSCIENCE, 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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o            Accelerated filer þ                      Non-accelerated filer o                      Smaller reporting company o
                          (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
           
 
  Class     Outstanding April 30, 2008  
  Common Stock, no par value     40,156,216  
 
 
 

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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
             
        Page(s)
PART I
  FINANCIAL INFORMATION        
 
           
Item 1.
  Financial Statements (Unaudited)        
 
  Consolidated Statements of Operations Three Months Ended March 31, 2008 and 2007 Six Months Ended March 31, 2008 and 2007     3  
 
           
 
  Consolidated Statements of Cash Flows Six Months Ended March 31, 2008 and 2007     4  
 
           
 
  Consolidated Balance Sheets March 31, 2008 and September 30, 2007     5-6  
 
           
 
  Consolidated Statement of Changes in Shareholders’ Equity Six Months Ended March 31, 2008     7  
 
           
 
  Notes to Consolidated Financial Statements     8-16  
 
           
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     17-23  
 
           
  Quantitative and Qualitative Disclosures About Market Risk     23  
 
           
  Controls and Procedures     23  
 
           
  OTHER INFORMATION        
 
           
  Risk Factors     24  
 
           
  Submission of Matters to a Vote of Security Holders     24  
 
           
  Exhibits     25  
 
           
        26  
 EX-31.1
 EX-31.2
 EX-32
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 which may be identified by words such as “estimates”, “anticipates”, “projects”, “plans”, “seeks”, “may”, “will”, “expects”, “intends”, “believes”, “should” and similar expressions or the negative versions thereof and which also may be identified by their context. Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made. The Company assumes no obligation to publicly update any forward-looking statements. 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 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. While Meridian has introduced a number of internally developed products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Costs and difficulties in complying with laws and regulations 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. Changes in the relative strength or weakness of the US dollar can change expected results. One of Meridian’s main 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 successfully integrated into Meridian’s operations. In addition to the factors described in this paragraph, Part I, Item 1A Risk Factors of our Form 10-K contains a list of uncertainties and risks that may affect the financial performance of the Company.

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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
                                 
    Three Months   Six Months
    Ended March 31,   Ended March 31,
    2008   2007   2008   2007
 
NET SALES
  $ 36,249     $ 32,094     $ 70,096     $ 60,814  
 
                               
COST OF SALES
    15,134       13,256       27,229       24,364  
 
Gross profit
    21,115       18,838       42,867       36,450  
 
 
                               
OPERATING EXPENSES:
                               
Research and development
    1,514       1,718       3,050       3,033  
Sales and marketing
    4,548       4,064       9,238       8,259  
General and administrative
    4,315       4,207       8,648       8,251  
 
Total operating expenses
    10,377       9,989       20,936       19,543  
 
 
                               
Operating income
    10,738       8,849       21,931       16,907  
 
                               
OTHER INCOME (EXPENSE):
                               
Interest income
    396       357       851       752  
Interest expense
          (8 )           (38 )
Other, net
    53       27       (27 )     91  
 
Total other income (expense)
    449       376       824       805  
 
 
                               
Earnings before income taxes
    11,187       9,225       22,755       17,712  
 
                               
INCOME TAX PROVISION
    3,888       3,335       8,000       6,249  
 
NET EARNINGS
  $ 7,299     $ 5,890     $ 14,755     $ 11,463  
 
 
                               
BASIC EARNINGS PER COMMON SHARE
  $ 0.18     $ 0.15     $ 0.37     $ 0.29  
 
                               
DILUTED EARNINGS PER COMMON SHARE
  $ 0.18     $ 0.15     $ 0.36     $ 0.28  
 
                               
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — BASIC
    40,070       39,518       39,990       39,400  
 
                               
DILUTIVE COMMON STOCK OPTIONS
    968       971       1,012       961  
 
 
                               
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING — DILUTED
    41,038       40,489       41,002       40,361  
 
 
                               
ANTI-DILUTIVE SECURITIES:
                               
Common stock options
    58             29       17  
 
DIVIDENDS DECLARED PER COMMON SHARE
  $ 0.14     $ 0.11     $ 0.25     $ 0.18  
 
The accompanying notes are an integral part of these consolidated financial statements.

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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)
                 
    2008   2007
 
Six Months Ended March 31,
               
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net earnings
  $ 14,755     $ 11,463  
Non-cash items:
               
Depreciation of property, plant and equipment
    1,418       1,371  
Amortization of intangible assets and deferred costs
    865       818  
Stock based compensation
    734       774  
Deferred income taxes
    1,107       832  
(Gain) Loss on disposition of fixed assets
    (1 )     2  
Change in accounts receivable, inventory, and prepaid expenses
    (3,627 )     (1,140 )
Change in accounts payable, accrued expenses, and income taxes payable
    (1,928 )     (5,773 )
Other
    (595 )     (51 )
 
Net cash provided by operating activities
    12,728       8,296  
 
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Acquisitions of property, plant and equipment
    (1,775 )     (1,680 )
Proceeds from sales of property, plant and equipment
    12        
Purchase of intangibles
    (231 )     (265 )
Acquisition earnout payments
    (157 )     (971 )
(Purchases) proceeds from sales of short-term investments
    (7,750 )     4,000  
 
Net cash provided by (used for) investing activities
    (9,901 )     1,084  
 
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Repayment of debt obligations
          (29 )
Dividends paid
    (10,003 )     (7,220 )
Proceeds and tax benefits from exercises of stock options
    2,528       1,392  
 
Net cash used for financing activities
    (7,475 )     (5,857 )
 
 
               
Effect of Exchange Rate Changes on Cash and Equivalents
    264       57  
 
               
 
Net Increase (Decrease) in Cash and Equivalents
    (4,384 )     3,580  
 
Cash and Equivalents at Beginning of Period
    49,400       36,348  
 
               
 
Cash and Equivalents at End of Period
  $ 45,016     $ 39,928  
 
The accompanying notes are an integral part of these consolidated financial statements.

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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(dollars in thousands)
ASSETS
                 
    March 31,   September 30,
    2008   2007
 
CURRENT ASSETS:
               
Cash and equivalents
  $ 45,016     $ 49,400  
Accounts receivable, less allowances of $230 and $258
    22,584       22,651  
Inventories
    21,292       18,171  
Prepaid expenses and other current assets
    3,935       2,147  
Deferred income taxes
    1,638       1,376  
 
 
               
Total current assets
    94,465       93,745  
 
 
               
PROPERTY, PLANT AND EQUIPMENT:
               
Land
    908       890  
Buildings and improvements
    17,037       16,907  
Machinery, equipment and furniture
    25,962       24,619  
Construction in progress
    1,659       1,290  
 
Subtotal
    45,566       43,706  
Less: accumulated depreciation and amortization
    26,851       25,395  
 
 
               
Net property, plant and equipment
    18,715       18,311  
 
 
               
OTHER ASSETS:
               
Goodwill
    9,965       9,964  
Other intangible assets, net
    8,828       9,457  
Restricted cash
    1,000       1,000  
Investments in auction rate securities
    7,518        
Other assets
    221       221  
 
 
               
Total other assets
    27,532       20,642  
 
 
               
TOTAL ASSETS
  $ 140,712     $ 132,698  
 
The accompanying notes are an integral part of these consolidated financial statements.

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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(dollars in thousands)
LIABILITIES AND SHAREHOLDERS’ EQUITY
                 
    March 31,   September 30,
    2008   2007
 
CURRENT LIABILITIES:
               
 
Accounts payable
  $ 5,667     $ 4,704  
Accrued employee compensation costs
    4,456       7,541  
Purchase business combination liability
          152  
Other accrued expenses
    5,216       4,008  
Income taxes payable
    1,071       662  
 
 
               
Total current liabilities
    16,410       17,067  
 
 
               
DEFERRED INCOME TAXES
    2,532       2,683  
 
               
COMMITMENTS AND CONTINGENCIES
               
 
               
SHAREHOLDERS’ EQUITY:
               
 
               
Preferred stock, no par value, 1,000,000 shares authorized, none issued
           
Common shares, no par value, 71,000,000 shares authorized, 40,125,451 and 39,847,391 shares issued, respectively
           
Additional paid-in capital
    86,308       82,209  
Retained earnings
    34,822       30,375  
Accumulated other comprehensive income
    640       364  
 
 
               
Total shareholders’ equity
    121,770       112,948  
 
 
               
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
  $ 140,712     $ 132,698  
 
The accompanying notes are an integral part of these consolidated financial statements.

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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders’ Equity (Unaudited)
(dollars and shares in thousands)
                                                 
                            Accumulated            
    Common   Additional           Other           Total
    Shares   Paid-in   Retained   Comprehensive   Comprehensive   Shareholders’
    Issued   Capital   Earnings   Income (Loss)   Income (Loss)   Equity
 
Balance at September 30, 2007
    39,847     $ 82,209     $ 30,375     $ 364             $ 112,948  
Adoption of FASB Interpretation No. 48
                (305 )                   (305 )
Dividends paid
                (10,003 )                   (10,003 )
Exercise of stock options, net of tax
    278       3,365                           3,365  
Stock based compensation
          734                           734  
Comprehensive income:
                                               
Net earnings
                14,755           $ 14,755       14,755  
Hedging activity
                      (374 )     (374 )     (374 )
Unrealized loss on investments
                      (233 )     (233 )     (233 )
Other comprehensive income taxes
                      (151 )     (151 )     (151 )
Foreign currency translation adjustment
                      1,034       1,034       1,034  
 
                                               
Comprehensive income
                                  $ 15,031          
 
                                               
 
Balance at March 31, 2008
    40,125     $ 86,308     $ 34,822     $ 640             $ 121,770  
 
The accompanying notes are an integral part of these consolidated financial statements.

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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
1. Basis of Presentation:
The consolidated financial statements included herein have not been audited by an independent registered public accounting firm, 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. Meridian believes that the disclosures included in these financial statements are adequate to make the information not misleading.
It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated annual financial statements and notes thereto, included in Meridian’s Annual Report on Form 10-K for the Year Ended September 30, 2007.
The results of operations for the interim periods are not necessarily indicative of the results to be expected for the year.
2. Significant Accounting Policies:
(a) Revenue Recognition –
Revenue is generally recognized from sales when product is shipped and title has passed to the buyer. Revenue for the US Diagnostics operating segment is reduced at the date of sale for estimated rebates that will be claimed by customers. We estimate accruals for rebate agreements based on historical statistics, current trends, and other factors. Changes to the accruals are recorded in the period that they become known. Our rebate accruals were $3,000,000 at March 31, 2008 and $2,415,000 at September 30, 2007.
Life Science revenue for contract services may come from standalone arrangements for process development and/or optimization work (contract research and development services) or custom manufacturing, or multiple-deliverable arrangements that include process development work followed by larger-scale manufacturing (both contract research and development services and contract manufacturing services). Revenue is recognized based on the nature of the arrangements, using the principles in EITF 00-21, Revenue Arrangements with Multiple Deliverables. The framework in EITF 00-21 is based on each of the multiple deliverables in a given arrangement having distinct and separate fair values. Fair values are determined via consistent pricing between standalone arrangements and multiple deliverable arrangements, as well as a competitive bidding process. Contract research and development services may be performed on a “time and materials” basis or “fixed fee” basis. For “time and materials” arrangements, revenue is recognized as services

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are performed and billed. For “fixed fee” arrangements, revenue is recognized upon completion and acceptance by the customer. For contract manufacturing services, revenue is generally recognized upon delivery of product and acceptance by the customer.
(b) Comprehensive Income –
Comprehensive income represents the net change in shareholders’ equity during a period from sources other than transactions with shareholders. Our comprehensive income is comprised of net earnings, foreign currency translation, changes in the fair value of forward exchange contracts accounted for as cash flow hedges, and changes in the fair value of available-for-sale fixed income securities.
Assets and liabilities of foreign operations are translated using period-end exchange rates with gains or losses resulting from translation included in accumulated other comprehensive income or loss. Revenues and expenses are translated using exchange rates prevailing during the period. We also recognize foreign currency transaction gains and losses on certain assets and liabilities that are denominated in the Euro currency. These gains and losses are included in other income and expense in the accompanying consolidated statements of operations.
Comprehensive income for the interim periods was as follows (in thousands):
                                 
    Three Months   Six Months
    Ended March 31,   Ended March 31,
    2008   2007   2008   2007
 
Net earnings
  $ 7,299     $ 5,890     $ 14,755     $ 11,463  
Hedging activity
    (299 )     6       (374 )     (33 )
Unrealized loss on investments
    (233 )           (233 )      
Income taxes
    (77 )     (33 )     (151 )     (117 )
Foreign currency translation adjustment
    753       89       1,034       364  
 
Comprehensive income
  $ 7,443     $ 5,952     $ 15,031     $ 11,677  
 
(c) Income Taxes –
The provision for income taxes includes federal, foreign, state, and local income taxes currently payable and those deferred because of temporary differences between income for financial reporting and income for tax purposes. We prepare estimates of permanent and temporary differences between income for financial reporting purposes and income for tax purposes which are adjusted to actual upon filing of our tax returns, which typically occurs in the third and fourth quarters of the current fiscal year for the preceding fiscal year’s estimates.
On October 1, 2007, we adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure of uncertain tax positions, assuming full knowledge of all relevant facts by the applicable tax authorities. The cumulative effect of adopting FIN 48, $305,000, was charged to opening retained earnings. As of October 1, 2007, Meridian’s liability for uncertain tax positions was $856,000, including estimated

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penalties and interest. Meridian’s liability for uncertain tax positions was increased to $970,000 as of March 31, 2008, related to activity during the first two quarters of fiscal 2008, as well as currency translation. This liability is included in current income taxes payable in the accompanying consolidated balance sheet. Penalties and interest are a component of the income tax provision. The full amount of $970,000 would favorably affect our effective tax rate if recognized. The amount of Meridian’s liability for uncertain tax positions expected to be paid or settled in the next 12 months is uncertain.
We are subject to examination by the tax authorities in the US (both federal and state) and the countries of Belgium, France, Holland and Italy. In the US, open tax years are for fiscal 2004 and forward, although, we recently completed an examination by the IRS for fiscal 2006. In countries outside the US, open tax years generally range from fiscal 2002 and forward. However, in Belgium, the utilization of local net operating loss carryforwards extends the statute of limitations for examination well into the foreseeable future.
(d) Stock-based Compensation –
Meridian accounts for share-based compensation pursuant to SFAS No. 123R, Share-Based Payment. SFAS No. 123R requires recognition of compensation expense for all share-based awards made to employees and outside directors, based upon the fair value of the share-based award on the date of the grant.
(e) Cash, Cash Equivalents and Investments –
We consider short-term investments in debt securities with original maturities or put features of 90 days or less to be cash equivalents. Our investments in debt securities are accounted for as available-for-sale under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. As such, unrealized holding gains and losses are reported as a component of other comprehensive income within shareholders’ equity until realized, except where losses are considered to be other-than-temporary, in which case they would be recorded to other income and expense, net. As of March 31, 2008, accumulated other comprehensive income included $232,500 of unrealized holding losses related to student loan auction-rate securities.

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Our investment portfolio includes the following components:
                                 
    March 31, 2008   September 30, 2007
    Cash and   Other   Cash and   Other
    Equivalents   Assets   Equivalents   Assets
 
Taxable investments –
                               
Repurchase agreements
  $ 5,844     $     $ 7,751     $  
Money market funds
    2,395                    
Tax-exempt investments –
                               
Money market funds
    1,105             2,536        
Variable rate demand notes
    31,524             36,069        
Student loan auction-rate securities
          7,518              
Cash on hand –
                               
Restricted
          1,000             1,000  
Unrestricted
    4,148             3,044        
 
Total
  $ 45,016     $ 8,518     $ 49,400     $ 1,000  
 
The primary objectives of our investment activities are to preserve capital and provide sufficient liquidity to meet operating requirements and fund strategic initiatives such as acquisitions. We maintain a written investment policy that governs the management of our investments in fixed income securities. This policy, among other things, provides that we may purchase only high credit-quality securities, that have short-term ratings of at least A-1 and P-1 or better, and long-term ratings of at least A-2 and A or better, by Moody’s and Standard & Poor’s, respectively, at the time of purchase.
Our investments in repurchase agreements are with our commercial bank pursuant to an overnight sweep/liquidity arrangement with our operating cash accounts. Our investments in variable rate demand notes contain a seven-day put feature.
Our investment portfolio also includes student loan auction-rate securities, which are long-term student loan revenue bonds whose interest rates are reset every 35 days via a Dutch auction process. All of our auction-rate securities are backed by pools of student loans originated under the Federal Family Education Loan Program (FFELP). FFELP student loans are guaranteed by State guarantors who have reinsurance agreements with the US Department of Education. All of our student loan auction-rate securities were rated Aaa and AAA by Moody’s and Standard & Poor’s, respectively, at the time of purchase, and have continued to maintain these credit ratings through the present time.
The Dutch auction process historically provided the necessary liquidity mechanism to either purchase or sell these securities. Beginning in mid-February 2008, liquidity issues in the US credit markets resulted in the failure of auctions across a broad spectrum of tax-exempt securities, including student loan revenue bonds. Auctions for the student loan revenue bonds that we hold have continued to fail through the present time.
The consequence of a failed auction is that we do not have access to the principal amount of our investments. Such principal amounts will not be accessible until successful auctions occur, issuers establish a different form of financing to replace these securities, scheduled maturities of the student loan revenue bonds occur, or a buyer is found outside of the auction process. Issuers are still required to make interest payments when due in the event

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of failed auctions. We have not experienced any missed interest payments. We understand that issuers, financial markets and the US Congress are working on potential alternatives that may improve liquidity; although, it is unclear at the present time when or if such efforts will be successful.
We continue to believe the credit quality of our student loan auction-rate securities remains high due to the FFELP reinsurance with the US Department of Education. We also have the intent and ability to hold these securities into the foreseeable future and expect to receive 100% of the principal amount of our investments via one of the alternatives mentioned above. As of March 31, 2008, the carrying value of these securities was adjusted by $232,500. We consider this adjustment to be temporary under SFAS No. 115, and accordingly, it has been recorded as a component of other comprehensive income in shareholders’ equity. This adjustment was based upon discounted pricing from a proprietary discounted cash flow model developed by the broker-dealer from whom we purchased these securities. Our investments in student loan auction-rate securities are included in other long-term assets in the accompanying consolidated balance sheet based on the maturities of the student loan revenue bonds (2029 to 2037) and our intent and ability to hold these securities.
We do not believe that the recent auction failures and our inability to liquidate these investments for some period of time will have any material impact on our ability to fund our operating requirements, capital expenditures, dividend payments, acquisitions, if any, or other business requirements.
(f) New Accounting Pronouncements –
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, as part of a joint project with the International Accounting Standards Board. Statement 141(R) provides for several significant changes to existing accounting practices for business combinations. Most notably, (i) acquisition-related transaction costs such as legal and professional fees, shall be expensed rather than accounted for as part of the acquisition cost; (ii) acquired in-process research and development shall be capitalized rather than expensed at the acquisition date; and (iii) contingent consideration shall be recorded at fair value at the acquisition date rather than the points in time that payment becomes probable. Statement 141(R) is effective for fiscal years beginning after December 15, 2008. Thus, for Meridian, it will affect any acquisitions after October 1, 2009.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133. This statement requires additional disclosures regarding the effect of hedging activities on a company’s results. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, which for Meridian would be the second quarter of fiscal 2009. We have elected to early-adopt this statement, as permitted. See Note 6.
(g) Reclassifications –
Certain reclassifications have been made to the prior period financial statements to

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conform to the current year presentation.
3. Inventories:
Inventories are comprised of the following (in thousands):
                 
    March 31,   September 30,
    2008   2007
 
Raw materials
  $ 6,468     $ 4,816  
Work-in-process
    5,434       5,141  
Finished goods
    9,390       8,214  
 
 
  $ 21,292     $ 18,171  
 
Effective July 1, 2007, we changed our method of accounting for certain inventories from the LIFO method to the FIFO method, so that substantially all of our inventories are reflected at the lower of cost or market with cost determined by the FIFO method. We changed to the FIFO method for these inventories because: it conformed substantially all of our worldwide inventories to a consistent basis of accounting; and it provides better comparability to our industry peers, many of whom use the FIFO method of accounting for inventories. In accordance with SFAS No. 154, Accounting Changes and Error Corrections, this change in accounting has been retrospectively applied to the three and six-month periods ended March 31, 2007. The effect of this change was to increase gross profit and net earnings by $15,000 and $9,000, respectively, for the three months ended March 31, 2007 and to increase gross profit and net earnings by $30,000 and $18,000, respectively, for the six months ended March 31, 2007.
4. Major Customers and Segment Information:
Our reportable operating segments are US Diagnostics, European Diagnostics, and Life Science. The US Diagnostics operating segment consists of manufacturing operations in Cincinnati, Ohio, and the sale and distribution of diagnostic test kits in the US and countries outside of Europe, Africa and the Middle East. The European Diagnostics operating segment consists of the sale and distribution of diagnostic test kits in Europe, Africa and the Middle East. The Life Science operating segment consists of manufacturing operations in Memphis, Tennessee, Saco, Maine, and Boca Raton, Florida; and the sale and distribution of bulk antigens, antibodies, and bioresearch reagents domestically and abroad. The Life Science operating segment also includes the contract development and manufacture of cGMP clinical grade proteins and other biologicals for use by biopharmaceutical and biotechnology companies engaged in research for new drugs and vaccines.
Two customers accounted for 51% and 47% of the US Diagnostics operating segment third-party sales during the three months ended March 31, 2008 and 2007, respectively and 55% and 52% during the six months ended March 31, 2008 and 2007, respectively. Two customers accounted for 38% and 35% of the Life Science operating segment third-party sales during the three months ended March 31, 2008 and 2007, respectively and 41% and 34% during the six months ended March 31, 2008 and 2007, respectively.

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Segment information for the interim periods is as follows (in thousands):
                                         
    US     European     Life              
    Diagnostics     Diagnostics     Science     Eliminations(1)     Total  
 
Three Months – March 31, 2008
                                       
Net sales -
                                       
Third-party
  $ 23,253     $ 7,594     $ 5,402     $     $ 36,249  
Inter-segment
    3,271       2       136       (3,409 )      
Operating income
    8,747       1,592       352       47       10,738  
Total assets (March 31, 2008)
    120,952       16,896       47,071       (44,207 )     140,712  
 
                                       
Three Months – March 31, 2007
                                       
Net sales -
                                       
Third-party
  $ 19,866     $ 6,274     $ 5,954     $     $ 32,094  
Inter-segment
    2,041             89       (2,130 )      
Operating income
    6,721       1,301       863       (36 )     8,849  
Total assets (September 30, 2007)
    115,297       13,600       45,410       (41,609 )     132,698  
 
                                       
Six Months – March 31, 2008
                                       
Net sales -
                                       
Third-party
  $ 45,472     $ 13,693     $ 10,931     $     $ 70,096  
Inter-segment
    5,571       2       278       (5,851 )      
Operating income
    17,778       2,751       1,343       59       21,931  
 
                                       
Six Months – March 31, 2007
                                       
Net sales -
                                       
Third-party
  $ 38,820     $ 11,529     $ 10,465     $     $ 60,814  
Inter-segment
    4,261             358       (4,619 )      
Operating income
    13,811       2,276       897       (77 )     16,907  
 
(1)    Eliminations consist of intersegment transactions.
Transactions between operating segments are accounted for at established intercompany prices for internal and management purposes with all intercompany amounts eliminated in consolidation. Total assets for the US Diagnostics and Life Science operating segments include goodwill of $1,492,000 and $8,473,000, respectively, at March 31, 2008, and $1,492,000 and $8,472,000, respectively, at September 30, 2007.

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5. Intangible Assets:
A summary of our acquired intangible assets subject to amortization, as of March 31, 2008 and September 30, 2007 is as follows (in thousands):
                                         
    Wtd        
    Avg   March 31, 2008   September 30, 2007
    Amort   Gross           Gross    
    Period   Carrying   Accumulated   Carrying   Accumulated
    (Yrs)   Value   Amortization   Value   Amortization
 
Core products and cell lines
    15     $ 4,698     $ 2,457     $ 4,698     $ 2,313  
Manufacturing technologies
    15       5,907       4,267       5,907       4,089  
Trademarks, licenses and patents
    12       2,501       1,768       2,270       1,694  
Customer lists and supply agreements
    13       10,649       6,435       10,641       5,963  
 
 
          $ 23,755     $ 14,927     $ 23,516     $ 14,059  
 
The actual aggregate amortization expense for these intangible assets for the three months ended March 31, 2008 and 2007 was $434,000 and $407,000, respectively. The actual aggregate amortization expense for these intangible assets for the six months ended March 31, 2008 and 2007 was $860,000 and $814,000, respectively.
6. Hedging Transactions:
The Company is subjected to certain risks in the normal course of business. We manage exchange rate risk related to forecasted intercompany sales denominated in the Euro currency through the use of forward exchange contracts.
SFAS No. 133 requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. In accordance with SFAS No. 133, we designate forward contracts as cash flow hedges. As such, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.
The following table presents our hedging portfolio as of March 31, 2008 (in thousands).
                             
Notional   Contract   Estimated Fair   Average Exchange    
Amount   Value   Value   Rate   Maturity
 
2,400
  $ 3,307     $ 3,771       1.3778     FY 2008
900
  $ 1,289     $ 1,401       1.4322     FY 2009
 
At March 31, 2008, $645,000 of unrealized losses were included in accumulated other comprehensive income in the consolidated balance sheet, compared to unrealized losses of $270,000 at September 30, 2007. This amount is expected to be reclassified into net earnings

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during the next 12 months.
The following table presents the fair value of our hedging portfolio as of March 31, 2008 and September 30, 2007 (in thousands).
                                 
    Liability Derivatives  
    March 31, 2008     September 30, 2007  
    Balance Sheet     Fair     Balance Sheet     Fair  
    Location     Value     Location     Value  
     
Derivatives designated as hedging instruments under SFAS No. 133
                               
Foreign exchange contracts
  Accrued expenses   $ 576     Accrued expenses   $ 256  
 
                           
 
                               
Total derivatives designated as hedging instruments under SFAS No. 133
          $ 576             $ 256  
 
                           
 
                               
 
Total derivatives
          $ 576             $ 256  
 
The effect of derivative instruments on the Consolidated Statements of Operations is shown below for the three and six-month periods ended March 31, 2008 and March 31, 2007 (in thousands).
                                                                         
                                    Location of                    
                                    Gain or                    
                                    (Loss)                    
                                    Reclassified                    
                                    from                    
    Amount of Gain or (Loss)   Accumulated           Amount of Gain or (Loss)        
    Recognized   OCI into           Reclassifieds from        
    in OCI on   Income           Accumulated OCI into Income        
    Derivative   (Effective           (Effective        
    (Effective Portion)   Portion)           Portion1)        
    Three months   Six months           Three months   Six months
    ended   ended           ended   ended
    March 31,   March 31,           March 31,   March 31,
    2008   2007   2008   2007           2008   2007   2008   2007
Foreign exchange contracts
  $ (407 )   $ (10 )   $ (552 )   $ (95 )   Net Sales   $ (108 )   $ (16 )   $ (178 )   $ (62 )
 
 
1   No portion of the gain/loss was excluded from other comprehensive income due to effectiveness testing.
The estimated fair value of forward contracts outstanding at March 31, 2008 and September 30, 2007 is based on quoted amounts provided by the counterparties to these contracts.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Refer to “Forward Looking Statements” following the Index in front of this Form 10-Q.
Overview:
In fiscal 2008, we have continued our consistency in delivering double-digit sales and earnings growth. Our diagnostics operating segments continue to provide the largest share of consolidated revenues, 84% for the first six months of fiscal 2008 and 83% for the same period of fiscal 2007.
Diagnostics
Sales for our US and European Diagnostics operating segments grew 17% and 21%, respectively, during the second quarter of fiscal 2008. Growth for the US Diagnostics operating segment during the second quarter was driven by strong upper respiratory sales and continued market penetration of our food borne products. For the European Diagnostics operating segment, growth in local currency was 8% for the second quarter, driven by volume increases in C. difficile products.
The upper respiratory season was very strong during the second quarter of fiscal 2008. Our respiratory product sales grew in excess of 60% during this period as a result of increased market share and a relatively ineffective Influenza vaccine. However, gross profit margins were negatively affected because most of our sales of Influenza and Respiratory Syncytial Virus (RSV) tests were distributed products manufactured by an outside vendor. We recently introduced our own Influenza and RSV tests that utilize our proprietary TRU® rapid test technology, which improves laboratory technician safety and reduces laboratory testing space requirements. These products are expected to improve gross profit margins for our upper respiratory diagnostic products in the latter half of fiscal 2008 and into fiscal 2009.
Our food borne products also contributed to growth during the second quarter of fiscal 2008, led by ImmunoCard STAT!® EHEC. This product is a rapid test developed in collaboration with Merck for detection of toxin-producing E. coli in patients that may have ingested contaminated produce or meat products, which was launched during fiscal 2007.
We also recently launched two Epstein-Barr virus (Mononucleosis) tests in Europe using our proprietary TRU® rapid test technology. These products will start contributing to sales during the third quarter of fiscal 2008.
For the first six months of fiscal 2008, we have continued to see growth in the C. difficile and H. pylori testing markets where we hold market leadership positions, leading to sales volume increases for both product families. The C. difficile market experienced more virulent strains of this toxin and heightened focus by hospitals on this dangerous pathogen. New AGA guidelines are creating increased focus on direct antigen testing for H. pylori, as this infection is a known cause of ulcers. Our line of patented H. pylori products includes both rapid and batch method noninvasive direct testing formats.

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Life Science
Sales for our Life Science operating segment declined 9% for the second quarter of fiscal 2008. This decline was caused by lower demand from a major viral protein customer and a delay in the timing of a shipment of RSV challenge materials to a biopharma partner. Sales to this major viral protein customer accounted for 19% and 21% of total sales for this segment for the second quarters of fiscal 2008 and 2007, respectively.
Operating Segments:
Our reportable operating segments are US Diagnostics, European Diagnostics, and Life Science. The US Diagnostics operating segment consists of manufacturing operations in Cincinnati, Ohio, and the sale and distribution of diagnostics test kits in the US and countries outside of Europe, Africa and the Middle East. The European Diagnostics operating segment consists of the sale and distribution of diagnostics test kits in Europe, Africa and the Middle East. The Life Science operating segment consists of manufacturing operations in Memphis, Tennessee, Saco, Maine, and Boca Raton, Florida; and the sale and distribution of bulk antigens, antibodies, and bioresearch reagents domestically and abroad. The Life Science operating segment also includes the contract development and manufacture of cGMP clinical grade proteins and other biologicals for use by biopharmaceutical and biotechnology companies engaged in research for new drugs and vaccines.
Revenues for the Diagnostics operating segments, in the normal course of business, may be affected from quarter to quarter by buying patterns of major distributors, seasonality and strength of certain diseases and foreign currency exchange rates. Revenues for the Life Science operating segment, in the normal course of business, may be affected from quarter to quarter by the timing and nature of arrangements for contract services work, which may have longer production cycles than bioresearch reagents and bulk antigens and antibodies, as well as buying patterns of major customers. We believe that the overall breadth of our product lines serves to reduce the variability in consolidated sales from quarter to quarter.
Results of Operations:
Net sales
                                                 
    Three Months Ended March 31   Six Months Ended March 31
                    Inc                   Inc
    2008   2007   (Dec)   2008   2007   (Dec)
US Diagnostics
  $ 23,253,000     $ 19,866,000       17 %   $ 45,472,000     $ 38,820,000       17 %
European Diagnostics
    7,594,000       6,274,000       21 %     13,693,000       11,529,000       19 %
Life Science
    5,402,000       5,954,000       (9 )%     10,931,000       10,465,000       4 %
     
Consolidated
  $ 36,249,000     $ 32,094,000       13 %   $ 70,096,000     $ 60,814,000       15 %
     
 
                                               
International - US Export
  $ 3,867,000     $ 3,413,000       13 %   $ 7,249,000     $ 6,692,000       8 %
European Diagnostics
    7,594,000       6,274,000       21 %     13,693,000       11,529,000       19 %
     
Total
  $ 11,461,000     $ 9,687,000       18 %   $ 20,942,000     $ 18,221,000       15 %
     
% of total sales
    32 %     30 %             30 %     30 %        

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Sales growth for US Diagnostics was primarily related to volume increases across key product families. For the second quarter of fiscal 2008, the volume increases were in respiratory products, food borne products, and H. pylori products. In addition, for the six-month period, we have also seen growth in C. difficile products with national distributor buying patterns affecting quarter to quarter growth rates. Volume increases in respiratory products were driven by a strong Influenza season, increased market share, and a relatively ineffective Influenza vaccine. Volume increases for food borne products were driven by the fiscal 2007 launch of ImmunoCard STAT!® EHEC. Volume increases for H. pylori products, driven by increased managed care efforts and issuance of AGA guidelines recommending direct antigen testing, also contributed to sales growth. Volume increases in C. difficile products were driven by increased sales of our rapid diagnostic test, ImmunoCard® Toxins A & B. Two national distributors accounted for 51% and 47% of total sales for the US Diagnostics operating segment for the second quarters of fiscal 2008 and 2007, respectively, and 55% and 52% of total sales for the US Diagnostics operating segment for the first six months of fiscal 2008 and 2007, respectively.
For the European Diagnostics operating segment, the sales increase includes currency translation gains in the amount of $823,000 and $1,384,000 for the three and six-month periods ending March 31, 2008, respectively. Sales in local currency increased 8% and 7% for the quarter and year to date periods, respectively. The increase in local currency was primarily driven by sales of C. difficile products, including the ImmunoCard® Toxins A & B rapid diagnostic test.
For the Life Science operating segment, the fluctuations in sales for both the quarter and the six-month period reflect decreased revenues related to a supply contract with the US Department of Defense and changes in buying patterns of one of our major diagnostic manufacturer customers. Changes in the US Department of Defense’s Critical Reagents program led to non-renewal of this contract after fiscal 2007. We sell three main products to a major diagnostic manufacturer customer: two bulk viral antigen products and one bulk reagent product. During the first quarter of fiscal 2008, this customer reduced their forecasted antigen requirements due to their internal inventory management initiatives and their market factors. The impact of this reduction was partially offset by the customer’s increased purchases of the bulk reagent product for the quarter. Sales to this customer accounted for 20% and 21% of total sales for the Life Science operating segment for the second quarters of fiscal 2008 and fiscal 2007, respectively. For the six-month period, the reduction in antigen purchases was more than offset by the increased bulk reagent purchases. Sales to this customer accounted for 26% and 19% of total sales for the Life Science operating segment for the first six months of fiscal 2008 and fiscal 2007, respectively. We believe the impact of the reduction in antigen purchases during fiscal 2008 could be a reduction of revenue of up to $1.8 million during the third and fourth quarters of fiscal 2008. This matter does not affect our guidance regarding expectations for net sales of $140 to $142 million and diluted earnings per share of $0.72 to $0.75.

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Gross Profit
                                                 
    Three Months Ended March 31   Six Months Ended March 31
                    Inc                   Inc
    2008   2007   (Dec)   2008   2007   (Dec)
Gross Profit
  $ 21,115,000     $ 18,838,000       12 %   $ 42,867,000     $ 36,450,000       18 %
 
                                               
Gross Profit Margin
    58 %     59 %     (1 )%     61 %     60 %     1 %
Gross profit margins for the second quarter of fiscal 2008 include the effect of respiratory product sales mix, as previously discussed in the Overview section. For the six-month period, the improvement in gross profit margin reflects favorable sales mix of higher value rapid diagnostic tests and manufacturing efficiencies related to automation initiatives.
Our overall operations consist of the sale of diagnostic test kits for various disease states and in alternative test formats, as well as bioresearch reagents, bulk antigens and antibodies, proficiency panels, contract research and development and contract manufacturing services. Product sales mix shifts, in the normal course of business, can cause the consolidated gross profit margin to fluctuate by several points.
Operating Expenses
                                                 
    Three Months Ended March 31   Six Months Ended March 31
    Research &   Sales &   General &   Research &   Sales &   General &
    Development   Marketing   Administrative   Development   Marketing   Administrative
 
2007 Expenses
  $ 1,718,000     $ 4,064,000     $ 4,207,000     $ 3,033,000     $ 8,259,000     $ 8,251,000  
% of Sales
    5 %     13 %     13 %     5 %     14 %     14 %
 
                                               
Fiscal 2008 Increases (Decreases):
                                               
US Diagnostics
    (258,000 )     398,000       234,000       106,000       937,000       298,000  
European Diagnostics
          76,000       20,000             117,000       92,000  
Life Science
    54,000       10,000       (146,000 )     (89,000 )     (75,000 )     7,000  
 
                                               
 
2008 Expenses
  $ 1,514,000     $ 4,548,000     $ 4,315,000     $ 3,050,000     $ 9,238,000     $ 8,648,000  
 
% of Sales
    4 %     13 %     12 %     4 %     13 %     12 %
 
                                               
% Increase (Decrease)
    (12 )%     12 %     3 %     1 %     12 %     5 %
Total operating expenses increased 4% to $10,377,000, for the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007 and 7% for the first six months of fiscal 2008 compared to the first six months of fiscal 2007. The overall increase in operating expenses is discussed below.
Research and development expenses for the US Diagnostics operating segment decreased for the second quarter primarily due to clinical trial and other costs associated with the recently launched TRU® Influenza, RSV and Epstein-Barr Virus products that were incurred during fiscal 2007. For the sixth-month period, these decreases were offset by increases related to planned headcount additions.

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Sales and marketing expenses for the US Diagnostics operating segment primarily increased due to expenses for new product launches and increased salaries and benefits primarily related to planned headcount additions. These increases were partially offset by decreased expenses for incentive compensation for the second quarter related to fluctuations in sales levels and changes in product mix for the periods. For the six-month period, incentive compensation increased related to increased sales. The increase for the European Diagnostics operating segment primarily related to unfavorable currency fluctuations in both the three and six-month periods.
General and administrative expenses for the US Diagnostics operating segment reflected increased salaries and benefits. Stock-based compensation expense also increased for the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007, offset by lower expenses related to incentive compensation.
Operating Income
Operating income increased 21% to $10,738,000 for the second quarter of fiscal 2008 and 30% for the first six months of fiscal 2008, as a result of the factors discussed above.
Other Income and Expense
Interest income increased 11% to $396,000 for the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007 and 13% to $851,000 for the first six months of fiscal 2008 compared to the first six months of fiscal 2007. This increase was driven by higher average investment balances during fiscal 2008, somewhat offset by lower interest yields in the current interest rate environment. See Note 2(e) to the consolidated financial statements herein for discussion of our investment portfolio.
Income Taxes
The effective rate for income taxes was 35% for the second quarter of fiscal 2008 compared to 36% for the second quarter of fiscal 2007. The effective rate for income taxes was 35% for the first six months of fiscal 2008 and 2007. The decrease in the effective tax rate for the second quarter was primarily attributable to additional favorable benefits from manufacturer incentives under the American Jobs Creation Act. For the fiscal year ending September 30, 2008, Meridian expects the effective tax rate to approximate 35%.
Effective October 1, 2007, we adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes. FIN 48 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure of uncertain tax positions, assuming full knowledge of all relevant facts by the applicable tax authorities. The cumulative effect of adopting FIN 48, $305,000, was charged to opening retained earnings. See Note 2(c) to the consolidated financial statements herein.
Liquidity and Capital Resources:
Comparative Cash Flow Analysis
Our cash flow and financing requirements are determined by analyses of operating and capital

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spending budgets, consideration of acquisition plans, and consideration of common share dividends. We have historically maintained a credit facility to augment working capital requirements and to respond quickly to acquisition opportunities. This credit facility has been supplemented by the proceeds from a September 2005 common share offering, which are invested in fixed income securities such as overnight repurchase agreements, institutional money-market mutual funds, municipal variable rate demand notes with a seven-day put feature and tax-exempt auction rate securities.
Net cash provided by operating activities increased 53% for the first six months of fiscal 2008 compared to the first six months of fiscal 2007. This increase was driven by growth in net earnings for the first six months and working capital improvements relative to accounts receivable collections and accounts payable improvements, somewhat offset by increased investment in inventory.
Net cash used in investing activities was $9,901,000 for the first six months of fiscal 2008 compared to net cash provided by investing activities of $1,084,000 for the first six months of fiscal 2007. This decrease was primarily attributable to purchases and sales of investments in both periods.
Net cash used for financing activities was $7,475,000 for the first six months of 2008, compared to $5,857,000 for the first six months of fiscal 2007. The increase primarily related to increased dividends paid on common shares and increased tax benefits related to stock option exercises.
Net cash flows from operating activities are anticipated to fund working capital requirements and dividends during the next twelve months.
Capital Resources
Meridian has a $30,000,000 credit facility with a commercial bank which expires on September 15, 2012. As of April 30, 2008, there were no borrowings outstanding on this facility.
The OEM Concepts acquisition, completed in fiscal 2005, provides for additional purchase consideration up to a maximum remaining amount of $1,815,000, contingent upon future calendar-year sales and gross profit of OEM Concepts products through December 31, 2008. Earnout consideration is payable each year, following the period earned. Earnout consideration in the amount of $157,000 related to calendar 2007 was paid from operating cash flows during the second quarter of fiscal 2008.
Our capital expenditures are estimated to be $5,000,000 for fiscal 2008 and may be funded with operating cash flows, availability under the $30,000,000 credit facility, or cash equivalents on-hand. Capital expenditures relate to manufacturing equipment to further automation initiatives, computer system improvements, and capacity expansion for the Maine facility.
We do not utilize any special-purpose financing vehicles or have any undisclosed off balance sheet arrangements.
Student Loan Auction-Rate Securities

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Our investment portfolio includes student loan auction-rate securities, which are long-term student loan revenue bonds whose interest rates are reset every 35 days via a Dutch auction process. All of our auction-rate securities are backed by pools of student loans originated under the Federal Family Education Loan Program (FFELP). FFELP student loans are guaranteed by State guarantors who have reinsurance agreements with the US Department of Education. All of our student loan auction-rate securities were rated Aaa and AAA by Moody’s and Standard & Poor’s, respectively, at the time of purchase, and have continued to maintain these credit ratings through the present time.
The Dutch auction process historically provided the necessary liquidity mechanism to either purchase or sell these securities. Beginning in mid-February 2008, liquidity issues in the US credit markets resulted in the failure of auctions across a broad spectrum of tax-exempt securities, including student loan revenue bonds. Auctions for the student loan revenue bonds that we hold have continued to fail through the present time.
The consequence of a failed auction is that we do not have access to the principal amount of our investments. Such principal amounts will not be accessible until successful auctions occur, issuers establish a different form of financing to replace these securities, scheduled maturities of the student loan revenue bonds occur, or a buyer is found outside of the auction process. Issuers are still required to make interest payments when due in the event of failed auctions. We have not experienced any missed interest payments. We understand that issuers, financial markets and the US Congress are working on potential alternatives that may improve liquidity; although, it is unclear at the present time when or if such efforts will be successful.
We continue to believe the credit quality of our student loan auction-rate securities remains high due to the FFELP reinsurance with the US Department of Education. We also have the intent and ability to hold these securities into the foreseeable future and expect to receive 100% of the principal amount of our investments via one of the alternatives mentioned above. As of March 31, 2008, the carrying value of these securities was adjusted by $232,500. We consider this adjustment to be temporary under SFAS No. 115, and accordingly, it has been recorded as a component of other comprehensive income in shareholders’ equity. This adjustment was based upon discounted pricing from a proprietary discounted cash flow model developed by the broker-dealer from whom we purchased these securities. Our investments in student loan auction-rate securities are included in other long-term assets in the accompanying consolidated balance sheet based on the maturities of the student loan revenue bonds (2029 to 2037) and our intent and ability to hold these securities.
We do not believe that the recent auction failures and our inability to liquidate these investments for some period of time will have any material impact on our ability to fund our operating requirements, capital expenditures, dividend payments, acquisitions, if any, or other business requirements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Other than auction-rate securities matters discussed under ITEM 2, there have been no material changes in the Company’s exposure to market risk since September 30, 2007.
ITEM 4. CONTROLS AND PROCEDURES

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As of March 31, 2008, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) and 15d-15(b) promulgated under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of March 31, 2008. There have been no changes in our internal controls over financial reporting identified in connection with the evaluation of internal controls that occurred during the second fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting, or in other factors that could materially affect internal controls subsequent to March 31, 2008.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes from risk factors as previously disclosed in the Registrant’s Form 10-K in response to Item 1A of Part I of Form 10-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Meridian’s Annual Meeting of Shareholders was held on January 22, 2008. Each of the following matters was voted upon and approved by Meridian’s shareholders as indicated below:
(1)   Election of the following six directors:
 
    James A. Buzard, 36,810,856 votes for and 1,118,396 votes withheld.
John A. Kraeutler, 26,446,681 votes for and 11,482,571 votes withheld.
Gary P. Kreider, 22,472,607 votes for and 15,456,645 votes withheld.
William J. Motto, 27,562,008 votes for and 10,367,244 votes withheld.
David C. Phillips, 36,525,078 votes for and 1,404,174 votes withheld.
Robert J. Ready, 33,925,773 votes for and 4,003,479 votes withheld.
(2)   Ratification of the appointment of Grant Thornton LLP as Meridian’s independent registered public accounting firm for fiscal 2008: 37,325,887 votes for, 67,880 votes against, and 98,783 abstentions.
(3)   Amendment of the Company’s Amended Code of Regulations to allow the Board of Directors to amend such regulations without shareholder approval in certain circumstances: 30,415,188 votes for, 875,435 votes against, and 150,184 abstentions.
(4)   Amendment of Meridian’s 2004 Equity Compensation Plan, amended and restated through January 19, 2006, to provide 1,537,500 additional common shares available for issuance: 18,808,322 votes for, 12,957,108 votes against, and 112,079 abstentions.

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ITEM 6. EXHIBITS
31.1 – Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
31.2 – Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
32 – Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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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 BIOSCIENCE, INC.
 
 
Date: May 12, 2008  /s/ Melissa Lueke    
  Melissa Lueke   
  Vice President and Chief Financial Officer   

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