Neogen Corp – ‘10-Q’ for 2/29/00

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      15±    63K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      6±    25K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     10±    37K 
 4: EX-10.1     Material Contract                                     36±   155K 
 5: EX-27       Art. 5 FDS                                             1      6K 

10-Q   —   Quarterly Report
Document Table of Contents

UNITED STATES   
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
FORM 10-Q   

(Mark One)                                                    
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d)           
OF THE SECURITIES EXCHANGE ACT OF 1934      

For the Quarterly Period Ended  
February 29, 2000   

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d)          
OF THE EXCHANGE ACT                         

For the Transition Period From  
_______________ to _______________  

Commission file number 0-17988  

NEOGEN CORPORATION  

(Exact name of Registrant as specified in its charter)  

Michigan                                          38-2367843  
(State or other jurisdiction of                        (I.R.S. Employer         
corporation or organization)                           Identification No.)      

620 Lesher Place  
Lansing, Michigan 48912   
(517) 372-9200  
(Address of principal executive offices)  

 Indicate by check mark whether the registrant (1) has filed all
     reports required to be filed by Section 13 or 15(d) of the Exchange
 Act of 1934 during the preceding 12 months (or for such shorter
    period that the registrant was required to file such reports), and
  (2) has been subject to such filing requirements for the past 90
days.   Yes X    No                                           

 As of April 1, 2000, there were 5,838,000 outstanding shares of
Common Stock.                                                                   

INDEX   

NEOGEN CORPORATION AND SUBSIDIARIES   

PART I.  FINANCIAL INFORMATION                                                  

Item 1.  Interim Financial Statements (unaudited)                               

   Consolidated balance sheets - February 29, 2000 and May 31, 1999.

     Consolidated statements of operations - Three months ended February
  29, 2000 and 1999; nine months ended February 29, 2000 and 1999.

     Consolidated statements of stockholders' equity - Nine months ended
February 29, 2000 and 1999.                                   

    Consolidated statements of cash flows - Nine months ended February
29, 2000 and 1999.                                            

 Notes to consolidated financial statements - February 29, 2000.

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

PART II.  OTHER INFORMATION                                                     

Item 1.  Legal Proceedings                                                      
Item 2.  Changes in Securities                                                  
Item 3.  Defaults upon Senior Securities                                        
Item 4.  Submission of Matters to a Vote of Security Holders                    
Item 5.  Other information                                                      
Item 6.  Exhibits and Reports on Form 8-K                                       

SIGNATURES                                                                      

2   

PART I.  FINANCIAL INFORMATION                                                  

ITEM 1.  Interim Financial Statements                                           

3   

CONSOLIDATED BALANCE SHEETS (UNAUDITED)                                         

NEOGEN CORPORATION AND SUBSIDIARIES                                             

                                               February 29      May 31
                                                 2000           1999
                                                 -----------   -----------
ASSETS                                                                          

CURRENT ASSETS                                                                  
Cash and equivalents                              $ 1,472,000   $ 1,063,000 
Marketable securities                               6,667,000     9,604,000 
Accounts receivable                                 5,340,000     3,296,000 
Inventories                                         5,193,000     4,361,000 
Other current assets                                  579,000       960,000 
                                                 -----------   -----------
                          TOTAL CURRENT ASSETS    19,251,000    19,284,000

PROPERTY AND EQUIPMENT, net of                                                  
  accumulated depreciation                         2,767,000     2,148,000

INTANGIBLE AND OTHER ASSETS                                                     
Goodwill, net of accumulated amortization           3,894,000     3,200,000 
Other assets, net of accumulated amortization       1,417,000     1,476,000 
                                                 -----------   -----------

                                                 $27,329,000   $26,108,000
                                                 ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

CURRENT LIABILITIES                                                             
Notes payable and current maturities                                        
  of long-term notes payable                     $   499,000   $    49,000
Accounts payable                                      711,000       842,000 
Other accrued liabilities                             850,000     1,038,000 
                                                 -----------   -----------
                     TOTAL CURRENT LIABILITIES     2,060,000     1,929,000

LONG-TERM NOTES PAYABLE                                  89,000       125,000   

OTHER LONG-TERM LIABILITIES                             268,000       268,000   

STOCKHOLDERS' EQUITY                                                            
Preferred stock:                                                            
Par value $1.00 per share, 100,000 shares                               
authorized, none issued                                                 
Common stock:                                                               
Par value $.16 per share, 20,000,000                                    
shares authorized, 5,839,000 shares                                     
issued at February 29, 2000; 5,929,000                                  
 shares issued at May 31, 1999                       934,000       949,000
Additional paid in capital                         21,604,000    22,236,000 
Retained earnings                                   2,374,000       601,000 
                                                 -----------   -----------
                                                  24,912,000    23,786,000
                                                 -----------   -----------

                                                 $27,329,000   $26,108,000
                                                 ===========   ===========
See notes to consolidated financial statements                                  

4   

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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)                                              

NEOGEN CORPORATION AND SUBSIDIARIES                                                        

                              Three Months Ended February 29  Nine Months Ended February 29
                              ------------------------------  -----------------------------
                                    2000            1999          2000            1999     
                               ------------    ------------   ------------    ------------ 
                                                                                           
SALES                          $  6,276,000    $  5,291,000   $ 17,042,000    $ 16,928,000 
COST OF GOODS SOLD                2,721,000       2,270,000      7,436,000       7,098,000 
                               ------------    ------------   ------------    ------------ 
  GROSS MARGIN                    3,555,000       3,021,000      9,606,000       9,830,000 

EXPENSES                                                                                   
  Sales and marketing             1,456,000       1,226,000      4,289,000       3,954,000 
  General and administrative        948,000         695,000      2,472,000       2,416,000 
  Research and development          427,000         383,000      1,185,000       1,205,000 
                               ------------    ------------   ------------    ------------ 
                                  2,831,000       2,304,000      7,946,000       7,575,000 
                               ------------    ------------   ------------    ------------ 

  OPERATING INCOME                  724,000         717,000      1,660,000       2,255,000 

Other Income (expense)                                                                     
  Interest income                   144,000         128,000        424,000         379,000 
  Interest expense                   (3,000)         (4,000)        (9,000)        (12,000)
  Other                              57,000          41,000        208,000         209,000 
                               ------------    ------------   ------------    ------------ 
                                    198,000         165,000        623,000         576,000 
                               ------------    ------------   ------------    ------------ 

INCOME BEFORE TAX                   922,000         882,000      2,283,000       2,831,000 

Income tax                          295,000         293,000        510,000         759,000 
                               ------------    ------------   ------------    ------------ 

  NET INCOME                   $    627,000    $    589,000   $  1,773,000    $  2,072,000 
                               ============    ============   ============    ============ 

NET INCOME PER SHARE                                                                       

   Basic                       $       0.11    $       0.10   $       0.30    $       0.34 
                               ============    ============   ============    ============ 
   Diluted                     $       0.11    $       0.10   $       0.30    $       0.33 
                               ============    ============   ============    ============ 
<FN>                                                                                       
See notes to consolidated financial statements.                                            

5   

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)                                     

NEOGEN CORPORATION AND SUBSIDIARIES                                                             

                                              Common Stock                                      
                                     ----------------------------    Additional      Retained-  
                                        Number                         Paid-In       Earnings   
                                       of Shares        Amount         Capital       (Deficit)  
                                     ------------    ------------   ------------   ------------ 
                                                                                                
Balance at June 1, 1999                 5,929,000    $    949,000   $ 22,236,000   $    601,000 
  Exercise of options and warrants         65,000          10,000        275,000                
  Repurchase of shares                   (155,000)        (25,000)      (907,000)               
  Net income for the                                                                            
    nine months ended                                                                           
    February 29, 2000                                                                 1,773,000 
                                     ------------    ------------   ------------   ------------ 

Balance at February 29, 2000            5,839,000    $    934,000   $ 21,604,000   $  2,374,000 
                                     ============    ============   ============   ============ 

Balance at June 1, 1998                 6,208,000    $    993,000   $ 24,270,000   $ (1,653,000)
  Exercise of options                      36,000           6,000         85,000                
  Repurchase of shares                   (229,000)        (37,000)    (1,556,000)               
  Net income for the                                                                            
    nine months ended                                                                           
    February 28,1999                                                                  2,072,000 
                                     ------------    ------------   ------------   ------------ 

Balance at February 28, 1999            6,015,000    $    962,000   $ 22,799,000   $    419,000 
                                     ============    ============   ============   ============ 
<FN>                                                                                            
See notes to consolidated financial statements.                                                 

6   

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)                                          

NEOGEN CORPORATION AND SUBSIDIARIES                                                        

                                                              Nine Months Ended February 29
                                                              -----------------------------
                                                                  2000            1999     
                                                              ------------    ------------ 
                                                                                           
OPERATING ACTIVITIES:                                                                      
  Net income                                                  $  1,773,000    $  2,072,000 
  Adjustments to reconcile net income to net cash                                          
    provided from (used in) operating activities:                                          
      Depreciation and amortization                                668,000         668,000 
      Changes in operating assets and liabilities:                                         
        Accounts receivable                                     (1,234,000)       (455,000)
        Inventories                                                 92,000         (13,000)
        Other current assets                                       441,000          (5,000)
        Accounts payable                                          (330,000)        (90,000)
        Other accrued liabilities                                 (196,000)         22,000 
                                                              ------------    ------------ 
                                      NET CASH PROVIDED FROM                               
                                        OPERATING ACTIVITIES     1,214,000       2,199,000 

INVESTING ACTIVITIES:                                                                      
  Purchases of property and equipment                                                      
    and other assets                                              (639,000)       (661,000)
  Purchases of marketable securities                           (22,291,000)    (18,954,000)
  Proceeds from sale of marketable securities                   25,228,000      20,007,000 
  Acquisitions                                                  (2,420,000)       (600,000)
                                                              ------------    ------------ 
                                            NET CASH USED IN                               
                                        INVESTING ACTIVITIES      (122,000)       (208,000)

FINANCING ACTIVITIES:                                                                      
  Payments on long-term borrowings                                 (36,000)        (36,000)
  Net payments for repurchase                                                              
    of common stock                                               (932,000)     (1,593,000)
  Net proceeds from issuance                                                               
    of common stock                                                285,000          91,000 
                                                              ------------    ------------ 
                                            NET CASH USED IN                               
                                        FINANCING ACTIVITIES      (683,000)     (1,538,000)
                                                              ------------    ------------ 

                            INCREASE IN CASH AND EQUIVALENTS       409,000         453,000 
Cash and equivalents at beginning of period                      1,063,000         720,000 
                                                              ------------    ------------ 

                     CASH AND EQUIVALENTS AT END OF PERIOD    $  1,472,000    $  1,173,000 
                                                              ============    ============ 
<FN>                                                                                       
See notes to consolidated financial statements.                                            

7   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)                          

NEOGEN CORPORATION AND SUBSIDIARIES                                             

NOTE A - BASIS OF PRESENTATION                                                  

The accompanying unaudited condensed financial statements have been prepared    
in accordance with generally accepted accounting principles for interim         
financial information and with the instructions to Form 10-Q and Article 10     
of Regulation S-X. Accordingly, they do not include all of the information      
and footnotes required by generally accepted accounting principles for          
complete financial statements. In the opinion of management, all adjustments    
(consisting only of normal recurring accruals) considered necessary for a       
fair presentation have been included. The results of operations for the nine    
months ended February 29, 2000 are not necessarily indicative of the results    
to be expected for the fiscal year ending May 31, 2000. For more complete       
financial information, these consolidated financial statements should be read   
in conjunction with the May 31, 1999 audited consolidated financial             
statements and the notes thereto included in the Company's annual report on     
Form 10-K for the year ended May 31, 1999.                                      

NOTE B - INCOME PER SHARE                                                       

The following table presents the income per share calculations:                 

                                                        [Enlarge/Download Table]

                                                           Three Months Ended        Nine Months Ended   
                                                               February 29              February 29      
                                                           ------------------        -----------------   
                                                            2000         1999        2000         1999   
                                                            ----         ----        ----         ----   
                                                                                                         
Numerator for Basic and Diluted                                                                          
          Income Per Share - Net Income                  $  627,000   $  589,000  $1,773,000   $2,072,000
                                                         ==========   ==========  ==========   ==========

Denominator                                                                                              
        Denominator for basic income per share-                                                          
                  weighted average shares                 5,913,000    6,052,000   5,919,000    6,145,000
        Effect of Dilutive Securities -                                                                  
                   stock options and warrants                 8,000       41,000      19,000       42,000
                                                         ----------   ----------  ----------   ----------
      Denominator for diluted earnings                                                                   
                 per share - adjusted weighted                                                           
                 average shares and assumed conversions   5,921,000    6,093,000   5,938,000    6,187,000
                                                         ==========   ==========  ==========   ==========

Basic Income Per Share                                   $     0.11   $     0.10  $     0.30   $     0.34
                                                         ==========   ==========  ==========   ==========

Diluted Income Per Share                                 $     0.11   $     0.10  $     0.30   $     0.33
                                                         ==========   ==========  ==========   ==========

NOTE C - STOCK REPURCHASE                                                       

The Company's board of directors has authorized the purchase of up to 750,000   
shares of the Company's common stock. As of March 31, 2000, the Company had     
purchased 471,000 shares in negotiated and open market transactions. Shares     
purchased under this buy-back program will be retired and used to satisfy       
future issuance of common stock upon the exercise of outstanding stock          
options and warrants.                                                           

NOTE D - INVENTORIES                                                            

Inventories are stated at the lower of cost, determined on the first-in,        
first-out method, or market. The components of inventories are as follows:      

           February 29, 2000      May 31, 1999
           -----------------      ------------
Raw Material                   $2,896,000          $1,810,000                   
Work-In-Process                   798,000             755,000                   
Finished Goods                  1,499,000           1,796,000                   
            ----------          ----------
            $5,193,000          $4,361,000
            ==========          ==========

NOTE E - ACQUISITIONS                                                           

On February 17, 2000, Neogen Corporation purchased 100% of the common stock     
of Acumedia Manufacturers, Inc., with principal offices in Baltimore,           
Maryland. Acumedia, an internationally recognized producer of culture medias,   
was a wholly owned subsidiary of IDEXX Laboratories, Inc.                       

Consideration for the sale, subject to certain post closing adjustments, was    
$2,850,000, which included cash at the closing of $2,400,000 and a one year     
7% promissory note of $450,000, and up to $1,000,000 additional payments        
based on levels of post closing revenues.                                       

Proforma financial information as if the acquisition of Acumedia had taken      
place on June 1, 1998 follows:                                                  

                           Nine Months Ended
                             February 29, 2000     February 28, 1999
                             -----------------     -----------------
Revenue                               $19,611,000           $24,987,000         
Net Income                              1,434,000             1,724,000         
Diluted Income per Share                      .24                   .28         

In August 1998, the Company purchased certain inventory and technology from     
BioPort Corporation of Lansing, Michigan. The purchase price consisted of a     
single cash payment of $600,000.                                                

9   

NOTE F - SEGMENT INFORMATION                                                    

The Company has two reportable segments: Food Safety and Animal Safety. The     
Food Safety segment produces and markets diagnostic test kits and related       
products used by food producers and processors to detect harmful natural        
toxins, drug residues, foodborne bacteria, food allergens, pesticide            
residues, disease infections and levels of general sanitation. The Animal       
Safety segment is primarily engaged in the production and marketing of          
products dedicated to animal health, including 250 different veterinary         
instruments and a complete line of consumable products marketed to              
veterinarians and distributors serving the professional equine industry.        

These segments are managed separately because they represent strategic          
business units that offer different products and require different marketing    
strategies. The Company evaluates performance based on total sales and          
operating income of the respective segments.                                    

Segment information for the three months ended February 29, 2000 and            
February 28, 1999 follows:                                                      

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                                      Food        Animal     Corporate &                 
                                     Safety       Safety     Eliminations(1)      Total  
-----------------------------------------------------------------------------------------
                                                                                         
2000                                                                                     

Net sales to external customers   $ 2,855,000   $ 3,421,000    $              $ 6,276,000
Operating income                      251,000       746,000      (273,000)        724,000
Total assets                       10,006,000    10,675,000     6,648,000      27,329,000
                                  -----------   -----------    ----------     -----------

1999                                                                                     

Net sales to external customers   $ 2,375,000   $ 2,916,000                   $ 5,291,000
Operating income                      432,000       422,000    $ (137,000)        717,000
Total assets                        6,906,000    10,309,000     8,664,000      25,879,000
                                  -----------   -----------    ----------     -----------

Segment information for the nine months ended February 29, 2000 and                      
February 28, 1999 follows:                                                               

                                      Food        Animal     Corporate &                 
                                     Safety       Safety     Eliminations(1)      Total  
-----------------------------------------------------------------------------------------
                                                                                         
2000                                                                                     

Net sales to external customers   $ 8,391,000   $ 8,651,000    $              $17,042,000
Operating income                    1,249,000     1,095,000      (684,000)      1,660,000
Total assets                       10,006,000    10,675,000     6,648,000      27,329,000
                                  -----------   -----------    ----------     -----------

1999                                                                                     

Net sales to external customers   $ 7,817,000   $ 9,111,000    $              $16,928,000
Operating income                    1,429,000     1,383,000      (557,000)      2,255,000
Total assets                        6,906,000    10,309,000     8,664,000      25,879,000
                                  -----------   -----------    ----------     -----------

<FN>                                                                                     
(1)  Includes corporate assets, consisting of marketable securities, and                 
     overhead expenses not allocated to specific business segments. Also                 
     includes the elimination of intersegment transactions and minority                  
     interests.                                                                          

10    

NOTE G - SUBSEQUENT EVENT                                                       

On March 27, 2000, the Company reached settlement with Vicam L.P., Vicam        
Management Corporation, and Jack L. Radlo ("Vicam") on all claims against       
Vicam not previously settled. The agreement provides for an undisclosed         
payment to the Company. The dollar amount of this settlement will be            
reflected in the Company's financial statements in the quarter ended May 31,    
2000.                                                                           

ITEM 2.                                                                         

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      
OPERATIONS.                                                                     

The information in this Management's Discussion and Analysis of Financial       
Condition and Results of Operations contains both historical financial          
information and forward-looking statements. Neogen does not provide forecasts   
of future financial performance. While management is optimistic about the       
Company's long-term prospects, historical financial information may not be      
indicative of future financial performance.                                     

The words "anticipate", "believe", "potential", "expect" and similar            
expressions used herein are intended to identify forward-looking statements.    
Forward-looking statements involve certain risks and uncertainties. Various     
factors, including competition, recruitment of and dependence on key            
employees, impact of weather on agriculture and food production,                
identification and integration of acquisitions, research and development        
risks, patent and trade secret protection, government regulation and other      
risks detailed from time to time in the Company's reports on file at the        
Securities and Exchange Commission may cause actual results to differ           
materially from those contained in the forward-looking statements.              

Three Months Ended February 29, 2000 Compared to Three Months Ended             
February 28, 1999.                                                              

Total sales for the quarter ended February 29, 2000 increased $985,000, or      
19%, compared to the same quarter in the prior year. Sales of products          
dedicated to food safety were up $480,000, or 20%, and sales of animal safety   
products increased $505,000, or 17%.                                            

The increase in food safety sales was influenced by several factors. Sales of   
test kits to detect harmful bacteria such as E. coli O157:H7 and salmonella     
continued their strong growth trend with sales up over $495,000 and sales of    
products used for the detection of food allergens increased over $40,000.       
Sales of diagnostic tests for the detection of mycotoxins declined $35,000.     
These products are influenced by the uncertainty of weather conditions, which   
impacts growing conditions differently each year. Accordingly, it is not        
uncommon for the Company to experience significant year to year fluctuations    
in sales of these kits to detect harmful mycotoxins.                            

The increase in sales of animal safety products is primarily due to increased   
sales for three products. Sales of the Company's vaccine to prevent type B      
botulism in horses increased $220,000, due to the return of availability        
during the February 29, 2000 quarter. The Company awaited approval by USDA      
during much of the second and third fiscal quarters. Conditional approvals      
were received in January and February 2000. The Company is currently working    
with USDA to devise testing protocols to reduce the chance for product          
outages in the future. Additionally, sales increases were experienced with      
the Company's equine respiratory pharmaceutical products (33%) and drug         
detection products (20%). The respiratory products increases followed           
promotions implemented during the quarter and the drug detection products       
increases have arisen because of demand following renewed interest in           
maintaining the integrity of horse racing.                                      

11    

Cost of goods sold increased $450,000. As a percentage of sales, cost of        
goods sold increased from 42.9% to 43.4% due to the overall mix of product      
sold.                                                                           

Sales and marketing expenses increased $230,000 as a result of adding sales     
and marketing personnel to expand sales activities both domestically and        
internationally.                                                                

General and administrative expense increased principally due to legal fees      
incurred in connection with the Vicam litigation (see Legal Proceedings).       
Administrative salaries have increased following the addition of senior level   
personnel to assist with managing the growth and strategic direction of the     
Company.                                                                        

The growth in research and development follows the Company's commitment to      
the investment in future product development.                                   

Other income increased $30,000 because of greater levels of invested funds.     

Nine Months Ended February 29, 2000 Compared to Nine Months Ended               
February 28, 1999.                                                              

Total sales for the nine months ended February 29, 2000 increased $115,000,     
or .7%, compared to the same period of the prior year. Sales of products        
dedicated to food safety were up $575,000, or 7%, and sales of animal safety    
products declined $460,000, or 5%.                                              

The increase in food safety sales was affected by a number of factors. Sales    
of test kits to detect harmful bacteria such as E. coli O157:H7 and             
salmonella continued their strong growth trend with sales up $1,230,000.        
Sales of products used for the detection of food allergens also increased       
over $100,000. The sales growth in these two areas offset sales declines in     
two other areas. In the fourth quarter of last fiscal year, the Company sold    
its human clinical product line. As a result, there were no human clinical      
product sales in the first nine months this year compared to $460,000 in        
sales of human clinical products during the same period last year. Sales of     
diagnostic tests for the detection of mycotoxins declined $470,000 compared     
to the prior year primarily as a result of decreased sales for aflatoxin and    
vomitoxin test kits. It is not uncommon for the Company to experience           
significant year to year fluctuations in sales of these kits.                   

The decline in sales of animal safety products is primarily due to lower        
sales for two products. Sales of the Company's vaccine to prevent type B        
botulism in horses declined $200,000, due exclusively to a shortage in          
product availability. As discussed previously in this Form 10-Q, the Company    
is currently working with USDA to prevent such shortages in the future.         
Additionally, a customer for specialty needles used to introduce unique         
marinades into meats is no longer purchasing product from the Company. Sales    
of this product decreased $700,000 as a result of this change.                  

Cost of goods sold increased $340,000. As a percentage of sales, cost of        
goods sold increased from 41.9% to 43.6% due to the overall mix of products     
sold.                                                                           

Sales and marketing expenses increased $335,000 as a result of adding sales     
and marketing personnel to expand sales activities both domestically and        
internationally.                                                                

The Company's effective tax rate was approximately 22% in the nine months       
ended February 29, 2000 due to the availability of tax credit carryforwards,    
which were used to offset federal income taxes.                                 

12    

Financial Condition and Liquidity                                               

At February 29, 2000, the Company had $8,100,000 in cash and marketable         
securities, working capital of $17,200,000 and stockholders' equity of          
$24,900,000. In addition, the Company has unused bank lines of credit           
totaling $10,000,000. Cash and marketable securities decreased $2,500,000       
during the nine months ended February 29, 2000, with $1,200,000 of cash         
generated by operations offset by the purchase of Acumedia and stock            
repurchases.                                                                    

At February 29, 2000, the Company had no material commitments for capital       
expenditures. Inflation and changing prices are not expected to have a          
material effect on the Company's operations.                                    

Although cash and marketable securities are generally considered adequate,      
management believes that these resources may not be sufficient to meet the      
Company's cash requirements to commercialize products currently under           
development or its plans to acquire additional technology and products that     
fit within the Company's mission statement. Accordingly, the Company may be     
required to issue equity securities or enter into other financing               
arrangements for a portion of its future capital needs.                         

13    

PART II - OTHER INFORMATION                                                     

ITEM 1.  LEGAL PROCEEDINGS                                                      

In November 1998, the Company won a jury trial lawsuit in the U.S. District     
Court for Western District of Michigan against Arthur J. Trickey and Arthur     
M. Trickey. This litigation involved a dispute over the ownership of a          
trademark used in connection with the Company's equine care products. The       
defendants have appealed this jury verdict to the U.S. Court of Appeals for     
the Sixth Circuit Court on an in pro per basis.                                 

In January 2000, the Company prevailed, on summary judgment, the patent         
infringement issues against Vicam, L.P., Vicam Management Corporation and       
Jack L. Radlo ("Vicam") filed in the U.S. District Court for the Middle         
District of Florida. The Court ruled that the Company did not infringe the      
intellectual property rights of Vicam, and dismissed Vicam's counterclaim for   
infringement. On March 27, 2000, the jury trial commenced on the Company's      
tort claims for money damages. The Company maintained that it had sustained     
significant lost sales as a result of Vicam's publication of the false          
allegation that a particular Neogen product (the AC-5 product) infringed two    
patents licensed to Vicam. On the second day of trial, the Company's            
remaining claims were settled when Vicam agreed to pay the Company an           
undisclosed sum and to forego any appeals of the Court's previous rulings in    
the Company's favor on the infringement issues. This settlement amount also     
covered the Company's claims in a related lawsuit it filed last year in         
Michigan against Vicam for defamation.                                          

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

The Annual Meeting of the Company was held on October 7, 1999. The matters      
voted upon and the results of the vote follow:                                  

1)   Election of Directors                                    

       FOR
       ---
Herbert D. Doan          5,639,501                  
James L. Herbert         5,640,675                  
G. Bruce Papesh          5,638,975                  
Gordon E. Guyer          5,639,675                  
Robert M. Book           5,637,975                  
Leonard E. Heller        5,640,675                  
Jack C. Parnell          5,638,975                  
Thomas H. Reed           5,638,975                  
Lon M. Bohannon          5,640,675                  

      2)   To amend the Company's Articles of Incorporation and by-laws to
          provide (i) for a classified board of directors who will serve
         staggered terms and (ii) that a director may be removed prior
to expiration of his or her term for cause only.    

     FOR              AGAINST                  ABSTAIN
 3,134,952           554,279                  24,483

14    

   3)   To amend the Company's Articles of Incorporation and by-laws
      (i) to provide that shareholders may take action at a duly
           called meeting or by unanimous consent only and (ii) to require
        a shareholder to disclose to the Company certain information
with respect to nominees and business items.        

     FOR              AGAINST                  ABSTAIN
 3,062,802           613,779                  37,133

      4)   To amend the Company's Articles of Incorporation and by-laws to
           (i) increase the number of authorized shares of common stock to
    20,000,000 shares and create a series of preferred stock
consisting of 100,000 shares of $1.00 par value.    

   FOR              AGAINST                  ABSTAIN
3,035,996           635,277                  42,441 

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                       

(a)      Exhibits                                                               

Exhibit 3.1  - Restated Articles of Incorporation of the registrant.            

Exhibit 3.2  - By-Laws of the registrant.                                       

Exhibit 10.1 - Stock Purchase Agreement between registrant and IDEXX            
Laboratories, Inc. dated February 17, 2000.       

Exhibit 27   - Financial Data Schedule                                          

(b)      Reports on Form 8-K                                                    
-------------------                                           

The Company filed a report with the Commission on March 2, 2000 on Form 8-K     
reporting under Item 2 the purchase of the common stock of Acumedia             
Manufacturers, Inc. Financial information required under Item 7 is expected     
to be filed within 60 days of March 2, 2000.                                    

15    

SIGNATURES  

Pursuant to the requirements of the Securities Exchange Act of 1934, the        
registrant has duly caused this report to be signed on its behalf by the        
undersigned thereunto duly authorized.                                          

NEOGEN CORPORATION  

4/14/00                    /s/ James L. Herbert                                 
-------                    --------------------                                 
Date                       James L. Herbert                                     
President                 

4/14/00                   /s/ Richard R. Current                                
-------                   ----------------------                                
Date                      Richard R. Current                                    
            Vice President - Chief Financial Officer

EXHIBIT INDEX   

EXHIBIT NO.                DESCRIPTION                                          

3.1       Restated Articles of Incorporation of the registrant.       

3.2       By-Laws of the registrant.                                  

10.1      Stock Purchase Agreement between registrant and IDEXX       
Laboratories, Inc. dated February 17, 2000.       

27        Financial Data Schedule                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		5/31/00		10-K
Filed on:		4/14/00
		4/1/00
		3/31/00
		3/27/00
		3/2/00		8-K
For Period End:		2/29/00		10-Q/A
		2/17/00		8-K
		10/7/99		DEF 14A,  PRE 14A
		5/31/99		10-K
		2/28/99		10-Q
		6/1/98
				List all Filings

11 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/15/23  Neogen Corp.                      10-K        5/31/23   92:19M                                    Donnelley … Solutions/FA
 1/09/23  Neogen Corp.                      10-Q       11/30/22   70:7.3M                                   Donnelley … Solutions/FA
 9/30/22  Neogen Corp.                      10-Q        8/31/22   60:4.5M                                   Donnelley … Solutions/FA
 8/04/22  Neogen Corp.                      S-4/A                 12:8.1M                                   Broadridge Fin’l So… Inc
 7/27/22  Neogen Corp.                      10-K        5/31/22   85:10M                                    Donnelley … Solutions/FA
 7/27/22  Neogen Corp.                      S-4/A                  7:10M                                    Broadridge Fin’l So… Inc
 7/01/22  Neogen Corp.                      S-4/A                  5:8M                                     Broadridge Fin’l So… Inc
 6/08/22  Neogen Corp.                      S-4/A                 14:8.2M                                   Broadridge Fin’l So… Inc
 5/05/22  Neogen Corp.                      S-4/A                 14:8.1M                                   Broadridge Fin’l So… Inc
 3/17/22  Neogen Corp.                      S-4                    6:6.4M                                   Broadridge Fin’l So… Inc
 7/30/21  Neogen Corp.                      10-K        5/31/21   79:9.6M                                   Donnelley … Solutions/FA