##### Table of Contents



UNITED STATES 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, 2009
 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.
 
  (I.R.S. Employer Identification No.)
     þ o
  o o
 12b-2 of the Exchange Act.
 Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o
  o þ
  Class
    
    Outstanding April 30, 2009Common Stock, no par value
    
    40,517,084




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##### 



MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
 Page(s)PART I FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Consolidated
Statements of Operations 
Three-months Ended March 31, 2009 and 2008
Six-months Ended March 31, 2009 and 2008
    
    
    3Consolidated Statements of Cash Flows 
Six-months Ended March 31, 2009 and 2008
    
    
    4Consolidated Balance Sheets 
March 31, 2009 and September 30, 2008
    
    
    5-6Consolidated Statement of Changes in Shareholders Equity 
Six-months Ended March 31, 2009
    
    
    7Notes to Consolidated Financial Statements
    
    
    8-15Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    15-21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 6. Exhibits
    
    
    22Signature
    
    
    23Exhibit 31.1Exhibit 31.2Exhibit 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 within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, which may be identified by words such as 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 or revise any
forward-looking statements even if experience or future changes make it clear that any projected
results expressed or implied therein will not be realized. These statements are subject to various
risks, uncertainties and other factors that could cause actual results to differ materially,
including, without limitation, the following: Meridians 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. Recessionary pressures on the
economy and the markets in which our customers operate can change expected results, as well as
adverse trends in buying patterns from customers. 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 U.S. dollar can also 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 and description of uncertainties, risks and other matters that may affect the
Company, which are incorporated by reference into this filing.
  Page 2 of 23




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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Operations (Unaudited)
 (in thousands, except per share data)
 Three-months
    
    
    Six-monthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008NET SALES
    
    $
    33,280
    
    
    $
    36,249
    
    
    $
    67,573
    
    
    $
    70,096COST OF SALES
    
    
    12,306
    
    
    
    15,134
    
    
    
    23,255
    
    
    
    27,229Gross profit
    
    
    20,974
    
    
    
    21,115
    
    
    
    44,318
    
    
    
    42,867OPERATING EXPENSES:Research and development
    
    
    2,339
    
    
    
    1,514
    
    
    
    4,403
    
    
    
    3,050Sales and marketing
    
    
    3,975
    
    
    
    4,548
    
    
    
    8,942
    
    
    
    9,238General and administrative
    
    
    3,655
    
    
    
    4,315
    
    
    
    7,810
    
    
    
    8,648Total operating expenses
    
    
    9,969
    
    
    
    10,377
    
    
    
    21,155
    
    
    
    20,936Operating income
    
    
    11,005
    
    
    
    10,738
    
    
    
    23,163
    
    
    
    21,931OTHER INCOME (EXPENSE):Interest income
    
    
    84
    
    
    
    396
    
    
    
    346
    
    
    
    851Other, net
    
    
    76
    
    
    
    53
    
    
    
    (72
    )
    
    
    (27
    )Total other income (expense)
    
    
    160
    
    
    
    449
    
    
    
    274
    
    
    
    824Earnings before income taxes
    
    
    11,165
    
    
    
    11,187
    
    
    
    23,437
    
    
    
    22,755INCOME TAX PROVISION
    
    
    3,914
    
    
    
    3,888
    
    
    
    8,110
    
    
    
    8,000NET EARNINGS
    
    $
    7,251
    
    
    $
    7,299
    
    
    $
    15,327
    
    
    $
    14,755BASIC EARNINGS PER COMMON SHARE
    
    $
    0.18
    
    
    $
    0.18
    
    
    $
    0.38
    
    
    $
    0.37DILUTED EARNINGS PER COMMON SHARE
    
    $
    0.18
    
    
    $
    0.18
    
    
    $
    0.37
    
    
    $
    0.36AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING  BASIC
    
    
    40,385
    
    
    
    40,070
    
    
    
    40,349
    
    
    
    39,990DILUTIVE COMMON STOCK OPTIONS
    
    
    748
    
    
    
    968
    
    
    
    779
    
    
    
    1,012AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING  DILUTED
    
    
    41,133
    
    
    
    41,038
    
    
    
    41,128
    
    
    
    41,002ANTI-DILUTIVE SECURITIES:Common stock options
    
    
    141
    
    
    
    58
    
    
    
    125
    
    
    
    29DIVIDENDS DECLARED PER COMMON SHARE
    
    $
    0.17
    
    
    $
    0.14
    
    
    $
    0.31
    
    
    $
    0.25
   Page 3 of 23




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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Cash Flows (Unaudited)
 (dollars in thousands)
 Six-months Ended March 31,
    
    2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    15,327
    
    
    $
    14,755Non-cash items:Depreciation of property, plant and equipment
    
    
    1,468
    
    
    
    1,418Amortization of intangible assets
    
    
    799
    
    
    
    865Stock based compensation
    
    
    544
    
    
    
    734Deferred income taxes
    
    
    (579
    )
    
    
    1,107(Gain) Loss on disposition of fixed assets
    
    
    39
    
    
    
    (1
    )Unrealized loss on auction-rate securities and rights, net
    
    
    220
    
    
    
    Change in accounts receivable, inventory, and prepaid expenses
    
    
    (2,073
    )
    
    
    (3,627
    )Change in accounts payable, accrued expenses, and income
taxes payable
    
    
    (3,382
    )
    
    
    (1,928
    )Other
    
    
    300
    
    
    
    (595
    )Net cash provided by operating activities
    
    
    12,663
    
    
    
    12,728CASH FLOWS FROM INVESTING ACTIVITIES:Acquisitions of property, plant and equipment
    
    
    (1,734
    )
    
    
    (1,775
    )Proceeds from sales of property, plant and equipment
    
    
    5
    
    
    
    12Purchase of intangible assets
    
    
    
    
    
    
    (231
    )Acquisition earnout payments
    
    
    (7
    )
    
    
    (157
    )(Purchases) proceeds from sales of investments
    
    
    425
    
    
    
    (7,750
    )Net cash used for investing activities
    
    
    (1,311
    )
    
    
    (9,901
    )CASH FLOWS FROM FINANCING ACTIVITIES:Dividends paid
    
    
    (12,510
    )
    
    
    (10,003
    )Proceeds and tax benefits from exercises of stock options
    
    
    516
    
    
    
    2,528S-8 registration statement costs
    
    
    (7
    )
    
    
    Net cash used for financing activities
    
    
    (12,001
    )
    
    
    (7,475
    )Effect of Exchange Rate Changes on Cash and Equivalents
    
    
    (342
    )
    
    
    264Net Decrease in Cash and Equivalents
    
    
    (991
    )
    
    
    (4,384
    )Cash and Equivalents at Beginning of Period
    
    
    49,297
    
    
    
    49,400Cash and Equivalents at End of Period
    
    $
    48,306
    
    
    $
    45,016
   Page 4 of 23




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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
 
 Consolidated Balance Sheets (Unaudited)
 (dollars in thousands)
 ASSETS
 March 31,
    
    
    September 30,2009
    
    
    2008CURRENT ASSETS:Cash and equivalents
    
    $
    48,306
    
    
    $
    49,297Accounts receivable, less allowances of $237 and $230
    
    
    22,410
    
    
    
    25,098Inventories
    
    
    23,531
    
    
    
    19,945Prepaid expenses and other current assets
    
    
    3,625
    
    
    
    3,382Deferred income taxes
    
    
    1,775
    
    
    
    1,736Total current assets
    
    
    99,647
    
    
    
    99,458PROPERTY, PLANT AND EQUIPMENT:Land
    
    
    877
    
    
    
    892Buildings and improvements
    
    
    18,334
    
    
    
    16,977Machinery, equipment and furniture
    
    
    27,034
    
    
    
    26,458Construction in progress
    
    
    1,984
    
    
    
    3,391Subtotal
    
    
    48,229
    
    
    
    47,718Less: accumulated depreciation and amortization
    
    
    28,331
    
    
    
    28,043Net property, plant and equipment
    
    
    19,898
    
    
    
    19,675OTHER ASSETS:Goodwill
    
    
    9,866
    
    
    
    9,861Other intangible assets, net
    
    
    7,984
    
    
    
    8,786Restricted cash
    
    
    1,000
    
    
    
    1,000Investments in auction rate securities and rights
    
    
    7,105
    
    
    
    7,480Other long-term assets
    
    
    128
    
    
    
    171Total other assets
    
    
    26,083
    
    
    
    27,298TOTAL ASSETS
    
    $
    145,628
    
    
    $
    146,431
   Page 5 of 23




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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(dollars in thousands)
 LIABILITIES AND SHAREHOLDERS EQUITY
 March 31,
    
    
    September 30,2009
    
    
    2008CURRENT LIABILITIES:Accounts payable
    
    $
    4,374
    
    
    $
    4,777Accrued employee compensation costs
    
    
    3,478
    
    
    
    6,777Other accrued expenses
    
    
    3,571
    
    
    
    3,616Income taxes payable
    
    
    1,004
    
    
    
    891Total current liabilities
    
    
    12,427
    
    
    
    16,061DEFERRED INCOME TAXES
    
    
    1,258
    
    
    
    1,881COMMITMENTS AND CONTINGENCIESSHAREHOLDERS EQUITY:Preferred stock, no par value, 1,000,000 shares
authorized, none issued
    
    
    
    
    
    
    Common shares, no par value, 71,000,000 shares authorized,
40,487,834 and 40,313,656 shares issued, respectively
    
    
    
    
    
    
    Additional paid-in capital
    
    
    90,206
    
    
    
    89,107Retained earnings
    
    
    41,833
    
    
    
    39,016Accumulated other comprehensive income (loss)
    
    
    (96
    )
    
    
    366Total shareholders equity
    
    
    131,943
    
    
    
    128,489TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    145,628
    
    
    $
    146,431
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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
 
 Consolidated Statement of Changes in Shareholders Equity (Unaudited)
 (dollars and shares in thousands)
 AccumulatedCommon
    
    
    Additional
    
    
    
    
    
    
    OtherShares
    
    
    Paid-in
    
    
    Retained
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    Total ShareholdersIssued
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Income (Loss)
    
    
    EquityBalance at September 30, 2008
    
    
    40,314
    
    
    $
    89,107
    
    
    $
    39,016
    
    
    $
    366
    
    
    
    
    
    
    $
    128,489Cash dividends paid
    
    
    
    
    
    
    
    
    
    
    (12,510
    )
    
    
    
    
    
    
    
    
    
    
    (12,510
    )Exercise of stock options
    
    
    96
    
    
    
    562
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    562Issuance of restricted shares
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock based compensation
    
    
    
    
    
    
    544
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    544Cost of S-8 registration statement
    
    
    
    
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7
    )Comprehensive income:Net earnings
    
    
    
    
    
    
    
    
    
    
    15,327
    
    
    
    
    
    
    $
    15,327
    
    
    
    15,327Hedging activity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3
    )
    
    
    (3
    )
    
    
    (3
    )Transfer of
AFS securities to trading classification
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    270
    
    
    
    270
    
    
    
    270Other comprehensive income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    249
    
    
    
    249
    
    
    
    249Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (978
    )
    
    
    (978
    )
    
    
    (978
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    14,865Balance at March 31, 2009
    
    
    40,488
    
    
    $
    90,206
    
    
    $
    41,833
    
    
    $
    (96
    )
    
    
    
    
    
    $
    131,943
   Page 7 of 23




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MERIDIAN BIOSCIENCE, INC. AND SUBSIDIARIES
 
 Notes to Consolidated Financial Statements
 Dollars in Thousands, Except Per Share Amounts
 (Unaudited)
 Basis of Presentation:
     Significant Accounting Policies :
 (a) Revenue
Recognition 
  Revenue Arrangements with Multiple
Deliverables
   Page 8 of 23




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(b) Comprehensive
Income 
    Three-months
    
    
    Six-monthsEnded March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Net earnings
    
    $
    7,251
    
    
    $
    7,299
    
    
    $
    15,327
    
    
    $
    14,755Hedging activity
    
    
    19
    
    
    
    (299
    )
    
    
    (3
    )
    
    
    (374
    )Transfer of
AFS securities to trading classification
    
    
    
    
    
    
    
    
    
    
    270
    
    
    
    Unrealized loss on investments
    
    
    
    
    
    
    (233
    )
    
    
    
    
    
    
    (233
    )Income taxes
    
    
    254
    
    
    
    (77
    )
    
    
    249
    
    
    
    (151
    )Foreign currency translation adjustment
    
    
    (744
    )
    
    
    753
    
    
    
    (978
    )
    
    
    1,034Comprehensive income
    
    $
    6,780
    
    
    $
    7,443
    
    
    $
    14,865
    
    
    $
    15,031
 (c) Income Taxes 
  Accounting for Uncertainty in Income Taxes
 (d) Stock-based Compensation 
 Share-Based Payment
  Page 9 of 23




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(e) Cash,
Cash Equivalents and Investments 
  March 31, 2009
    
    
    September 30, 2008Cash and
    
    
    Other
    
    
    Cash and
    
    
    OtherEquivalents
    
    
    Assets
    
    
    Equivalents
    
    
    AssetsTaxable investments Repurchase agreements
    
    $
    
    
    
    $
    
    
    
    $
    6,711
    
    
    $
    Money market funds
    
    
    24,024
    
    
    
    
    
    
    
    
    
    
    
    UBS Auction Rate Security Rights
    
    
    
    
    
    
    510
    
    
    
    
    
    
    
    Tax-exempt investments Money market funds
    
    
    10,221
    
    
    
    
    
    
    
    12,848
    
    
    
    Variable rate demand notes
    
    
    
    
    
    
    
    
    
    
    23,948
    
    
    
    Student loan auction-rate securities
    
    
    
    
    
    
    6,595
    
    
    
    
    
    
    
    7,480Cash on hand Non-interest bearing Unrestricted
    
    
    8,883
    
    
    
    
    
    
    
    
    
    
    
    Restricted
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    1,000Interest bearing  unrestricted
    
    
    5,178
    
    
    
    
    
    
    
    5,790
    
    
    
    Total
    
    $
    48,306
    
    
    $
    8,105
    
    
    $
    49,297
    
    
    $
    8,480
    Accounting for Certain Investments in Debt and Equity Securities
  Page 10 of 23




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The Fair Value Option for Financial Assets and Financial Liabilities   Including
an Amendment of FASB Statement No. 115
 (f) New
Accounting Pronouncements 
 Fair Value Measurements
 Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active
  Page 11 of 23




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The
Fair Value Option
for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement
No. 115
 Recognition and
Presentation of Other-Than-Temporary Impairments
 Interim
Disclosures about Fair Value of Financial Instruments Disclosures about Fair Value of Financial Instruments Interim
Financial Reporting,
 (g) Reclassifications 
  Inventories :
  March 31,
    
    
    September 30,2009
    
    
    2008Raw materials
    
    $
    5,630
    
    
    $
    5,238Work-in-process
    
    
    4,833
    
    
    
    4,867Finished goods
    
    
    13,068
    
    
    
    9,840$
    23,531
    
    
    $
    19,945
 Major Customers and Segment Information :
    Page 12 of 23




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US
    
    
    European
    
    
    LifeDiagnostics
    
    
    Diagnostics
    
    
    Science
    
    
    Eliminations(1)
    
    
    TotalThree-months  March 31, 2009Net sales Third-party
    
    $
    21,461
    
    
    $
    6,599
    
    
    $
    5,220
    
    
    $
    
    
    
    $
    33,280Inter-segment
    
    
    2,488
    
    
    
    6
    
    
    
    92
    
    
    
    (2,586
    )
    
    
    Operating income
    
    
    8,288
    
    
    
    1,255
    
    
    
    1,375
    
    
    
    87
    
    
    
    11,005Total assets (March 31, 2009)
    
    
    124,146
    
    
    
    15,525
    
    
    
    52,101
    
    
    
    (46,144
    )
    
    
    145,628Three-months  March 31, 2008Net sales Third-party
    
    $
    23,253
    
    
    $
    7,594
    
    
    $
    5,402
    
    
    $
    
    
    
    $
    36,249Inter-segment
    
    
    3,271
    
    
    
    2
    
    
    
    136
    
    
    
    (3,409
    )
    
    
    Operating income
    
    
    8,747
    
    
    
    1,592
    
    
    
    352
    
    
    
    47
    
    
    
    10,738Total assets (September 30,
2008)
    
    
    126,808
    
    
    
    15,955
    
    
    
    49,619
    
    
    
    (45,951
    )
    
    
    146,431Six-months  March 31, 2009Net sales Third-party
    
    $
    44,946
    
    
    $
    12,270
    
    
    $
    10,357
    
    
    $
    
    
    
    $
    67,573Inter-segment
    
    
    4,976
    
    
    
    6
    
    
    
    280
    
    
    
    (5,262
    )
    
    
    Operating income
    
    
    18,675
    
    
    
    2,105
    
    
    
    2,222
    
    
    
    161
    
    
    
    23,163Six-months  March 31, 2008Net sales Third-party
    
    $
    45,472
    
    
    $
    13,693
    
    
    $
    10,931
    
    
    $
    
    
    
    $
    70,096Inter-segment
    
    
    5,571
    
    
    
    2
    
    
    
    278
    
    
    
    (5,851
    )
    
    
    Operating income
    
    
    17,778
    
    
    
    2,751
    
    
    
    1,343
    
    
    
    59
    
    
    
    21,931
 (1)
    
    Eliminations consist of intersegment transactions.   Page 13 of 23




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##### Table of Contents



Intangible Assets:
  WtdAvg
    
    
    March 31, 2009
    
    
    September 30, 2008Amort
    
    
    Gross
    
    
    
    
    
    
    GrossPeriod
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Accumulated(Yrs)
    
    
    Value
    
    
    Amortization
    
    
    Value
    
    
    AmortizationCore products and cell lines
    
    
    15
    
    
    $
    4,698
    
    
    $
    2,747
    
    
    $
    4,698
    
    
    $
    2,602Manufacturing technologies
    
    
    14
    
    
    
    6,057
    
    
    
    4,617
    
    
    
    6,057
    
    
    
    4,440Trademarks, licenses and patents
    
    
    7
    
    
    
    2,663
    
    
    
    1,905
    
    
    
    2,663
    
    
    
    1,843Customer lists and supply agreements
    
    
    13
    
    
    
    11,035
    
    
    
    7,200
    
    
    
    11,039
    
    
    
    6,786$
    24,453
    
    
    $
    16,469
    
    
    $
    24,457
    
    
    $
    15,671
  Hedging Transactions :
   Fair Value Measurements:
     Page 14 of 23




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Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalStudent loan auction-rate securities
    
    $
    
    
    
    $
    
    
    
    $
    6,595
    
    
    $
    6,595UBS Auction Rate Security Rights
    
    
    
    
    
    
    
    
    
    
    510
    
    
    
    510Total
    
    $
    
    
    
    $
    
    
    
    $
    7,105
    
    
    $
    7,105
  
  Refer to Forward Looking Statements following the Index in front of this Form 10-Q . In the
discussion that follows, all dollars are in thousands (both tables and text), except per share
data.
 Overview :
 US Diagnostics Operating Segment
 ® ® ® ®
  Page 15 of 23




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##### Table of Contents



C. difficile H. pylori C. difficile H. pylori Card ® TM Campylobacter
  European Diagnostics Operating Segment
 H. pylori C. difficile ® ® ® ® illumi gene TM C. difficile
 Life Science Operating Segment
  All Segments
   Page 16 of 23




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##### Table of Contents



C. difficile H. pylori Campylobacter Campylobacter Card ® C. difficile illumi gene TM
  Goodwill and Other Intangible Assets th
  Operating Segments :
    Page 17 of 23




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##### Table of Contents



Results of Operations
 Net sales
 Three-months Ended March 31
    
    
    Six-months Ended March 312009
    
    
    2008
    
    

Inc (Dec)
    
    
    2009
    
    
    2008
    
    

Inc (Dec)US Diagnostics
    
    $
    21,461
    
    
    $
    23,253
    
    
    
    (8
    )%
    
    $
    44,946
    
    
    $
    45,472
    
    
    
    (1
    )%European Diagnostics
    
    
    6,599
    
    
    
    7,594
    
    
    
    (13
    )%
    
    
    12,270
    
    
    
    13,693
    
    
    
    (10
    )%Life Science
    
    
    5,220
    
    
    
    5,402
    
    
    
    (3
    )%
    
    
    10,357
    
    
    
    10,931
    
    
    
    (5
    )%Consolidated
    
    $
    33,280
    
    
    $
    36,249
    
    
    
    (8
    )%
    
    $
    67,573
    
    
    $
    70,096
    
    
    
    (4
    )%International
US Export
    
    $
    3,716
    
    
    $
    3,867
    
    
    
    (4
    )%
    
    $
    7,183
    
    
    $
    7,249
    
    
    
    (1
    )%European Diagnostics
    
    
    6,599
    
    
    
    7,594
    
    
    
    (13
    )%
    
    
    12,270
    
    
    
    13,693
    
    
    
    (10
    )%Total
    
    $
    10,315
    
    
    $
    11,461
    
    
    
    (10
    )%
    
    $
    19,453
    
    
    $
    20,942
    
    
    
    (7
    )%% of total sales
    
    
    31
    %
    
    
    32
    %
    
    
    
    
    
    
    29
    %
    
    
    30
    %
 C. difficile H. pylori Card ® E. coli
 H. pylori C. difficile
  Gross Profit
 Three-months Ended March 31
    
    
    Six-months Ended March 312009
    
    
    2008
    
    
    Inc (Dec)
    
    
    2009
    
    
    2008
    
    
    Inc (Dec)Gross Profit
    
    $
    20,974
    
    
    $
    21,115
    
    
    
    (1
    )%
    
    $
    44,318
    
    
    $
    42,867
    
    
    
    3
    %Gross Profit Margin
    
    
    63
    %
    
    
    58
    %
    
    +5 points
    
    
    66
    %
    
    
    61
    %
    
    +5 points
   Page 18 of 23




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Operating Expenses
 Three-months Ended March 31
    
    
    Six-months Ended March 31Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalResearch &
    
    
    Sales &
    
    
    General &
    
    
    Operating
    
    
    Research &
    
    
    Sales &
    
    
    General &
    
    
    OperatingDevelopment
    
    
    Marketing
    
    
    Administrative
    
    
    Expenses
    
    
    Development
    
    
    Marketing
    
    
    Administrative
    
    
    Expenses2008 Expenses
    
    $
    1,514
    
    
    $
    4,548
    
    
    $
    4,315
    
    
    $
    10,377
    
    
    $
    3,050
    
    
    $
    9,238
    
    
    $
    8,648
    
    
    $
    20,936% of Sales
    
    
    4
    %
    
    
    13
    %
    
    
    12
    %
    
    
    29
    %
    
    
    4
    %
    
    
    13
    %
    
    
    12
    %
    
    
    30
    %Fiscal 2009 Increases (Decreases):US Diagnostics
    
    
    1,002
    
    
    
    (215
    )
    
    
    (630
    )
    
    
    157
    
    
    
    1,539
    
    
    
    12
    
    
    
    (760
    )
    
    
    791European Diagnostics
    
    
    
    
    
    
    (157
    )
    
    
    (19
    )
    
    
    (176
    )
    
    
    
    
    
    
    (131
    )
    
    
    (16
    )
    
    
    (147
    )Life Science
    
    
    (177
    )
    
    
    (201
    )
    
    
    (11
    )
    
    
    (389
    )
    
    
    (186
    )
    
    
    (177
    )
    
    
    (62
    )
    
    
    (425
    )2009 Expenses
    
    $
    2,339
    
    
    $
    3,975
    
    
    $
    3,655
    
    
    $
    9,969
    
    
    $
    4,403
    
    
    $
    8,942
    
    
    $
    7,810
    
    
    $
    21,155% of Sales
    
    
    7
    %
    
    
    12
    %
    
    
    11
    %
    
    
    30
    %
    
    
    7
    %
    
    
    13
    %
    
    
    12
    %
    
    
    31
    %% Increase
(Decrease)
    
    
    54
    %
    
    
    (13
    )%
    
    
    (15
    )%
    
    
    (4
    )%
    
    
    44
    %
    
    
    (3
    )%
    
    
    (10
    )%
    
    
    1
    %
  C. difficile
 C. difficile illumi gene TM
  Operating Income
   Page 19 of 23




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Other Income and Expense
  Income Taxes
  Liquidity and Capital Resources :
 Comparative Cash Flow Analysis
       Page 20 of 23




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Capital Resources
    
   
   
 PART II. OTHER INFORMATION
 
    Page 21 of 23




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(1)
    
    Election of the following six directors:James A. Buzard, 36,839,162 votes for, 1,434,343 votes withheld.John A. Kraeutler, 27,494,648 votes for, 10,778,857 votes withheld.Gary P. Kreider, 19,198,991 votes
for, 19,074,514 votes withheld.William J. Motto, 26,774,209 votes for, 11,499,296 votes withheld.David C. Phillips, 37,355,807 votes for, 917,697 votes withheld.Robert J. Ready, 33,080,038 votes for, 5,193,466 votes withheld.(2)
    
    Ratification of the appointment of Grant Thornton LLP as Meridians independent registered
public accounting firm for fiscal 2009: 38,199,335 votes for, 33,541 votes against, and 41,957
abstentions.
 
  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
  Page 22 of 23




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SIGNATURES:
  Date:  May 8, 2009
    MERIDIAN BIOSCIENCE, INC./s/ Melissa LuekeMelissa LuekeVice President and Chief Financial Officer  Page 23 of 23




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ExhibitNo.
    
    Description31.1
    
    
    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