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 28, 1999 [ ] 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 corporation (I.R.S. Employer 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, 1999, there were 5,989,879 outstanding shares of Common Stock.
INDEX NEOGEN CORPORATION AND SUBSIDIARIES PART I. FINANCIAL INFORMATION Item 1. Interim Financial Statements (unaudited) Consolidated balance sheets - February 28, 1999 and May 31, 1998. Consolidated statements of operations - Three months ended February 28, 1999 and 1998; nine months ended February 28, 1999 and 1998. Consolidated statements of stockholders' equity - Nine months ended February 28, 1999 and 1998. Consolidated statements of cash flows - Nine months ended February 28, 1999 and 1998. Notes to consolidated financial statements - February 28, 1999. 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
PART I. FINANCIAL INFORMATION ITEM 1. Interim Financial Statements
CONSOLIDATED BALANCE SHEETS (UNAUDITED) NEOGEN CORPORATION AND SUBSIDIARIES February 28 May 31 1999 1998 ------------ ------------ ASSETS CURRENT ASSETS Cash and equivalents $ 1,173,243 $ 719,877 Marketable securities 8,815,866 9,868,862 Net accounts receivable 3,543,778 3,088,858 Inventories - notes C and F 4,886,902 4,474,030 Other current assets 446,400 441,319 ------------ ------------ TOTAL CURRENT ASSETS 18,866,189 18,592,946 NET PROPERTY AND EQUIPMENT 2,074,464 1,885,051 INTANGIBLE AND OTHER ASSETS Goodwill, net of accumulated amortization 3,846,045 4,023,235 Other assets, net of accumulated amortization - note C 1,092,136 911,410 ------------ ------------ $ 25,878,834 $ 25,412,642 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable and current maturities of long-term notes payable $ 48,672 $ 48,672 Accounts payable 488,808 578,814 Accrued compensation and benefits 551,373 569,121 Other accrued liabilities 243,624 203,895 ------------ ------------ TOTAL CURRENT LIABILITIES 1,332,477 1,400,502 LONG-TERM NOTES PAYABLE 137,888 174,392 OTHER LONG-TERM LIABILITIES 228,412 228,411 STOCKHOLDERS' EQUITY Common stock: Par value $.16 per share, 10,000,000 shares authorized, 6,015,079 shares issued at February 28, 1999; 6,208,179 shares issued at May 31, 1998 962,413 993,309 Additional paid in capital 22,798,926 24,269,549 Retained-earnings (deficit) 418,718 (1,653,521) ------------ ------------ 24,180,057 23,609,337 ------------ ------------ $ 25,878,834 $ 25,412,642 ============ ============ See notes to consolidated financial statements
<TABLE> <CAPTION> CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) NEOGEN CORPORATION AND SUBSIDIARIES Three Months Nine Months Ended February 28 Ended February 28 1999 1998 1999 1998 ------------------------ -------------------------- <S> <C> <C> <C> <C> REVENUES $5,290,936 $4,544,221 $16,928,256 $13,598,455 EXPENSES Cost of goods sold 2,270,234 2,021,628 7,098,105 5,764,834 Sales and marketing 1,225,509 1,148,474 3,953,982 3,544,878 General and administrative 695,213 608,321 2,416,436 1,917,740 Research and development 383,221 348,763 1,205,159 1,003,463 ---------- ---------- ----------- ----------- 4,574,177 4,127,186 14,673,682 12,230,915 ---------- ---------- ----------- ----------- INCOME FROM OPERATIONS 716,759 417,035 2,254,574 1,367,540 OTHER INCOME (EXPENSE) Interest income 127,856 148,422 379,002 464,482 Interest expense (3,617) (3,326) (12,222) (16,047) Other 41,083 79,954 209,585 214,503 ---------- ---------- ----------- ----------- 165,322 225,050 576,365 662,938 ---------- ---------- ----------- ----------- INCOME BEFORE INCOME TAXES 882,081 642,085 2,830,939 2,030,478 INCOME TAXES (BENEFIT) 293,200 (15,200) 758,700 53,900 ---------- ---------- ----------- ----------- NET INCOME $ 588,881 $ 657,285 $ 2,072,239 $ 1,976,578 ========== ========== =========== =========== BASIC EARNINGS PER SHARE (NOTE B) $ 0.10 $ 0.11 $ 0.34 $ 0.32 ========== ========== =========== =========== DILUTED EARNINGS PER SHARE (NOTE B) $ 0.10 $ 0.10 $ 0.33 $ 0.31 ========== ========== =========== =========== <FN> See notes to consolidated financial statements. </TABLE>
<TABLE> <CAPTION> CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) NEOGEN CORPORATION AND SUBSIDIARIES Common Stock --------------------- Additional Retained- Number Paid-In Earnings of Shares Amount Capital (Deficit) --------- -------- ------------ ----------- <S> <C> <C> <C> <C> Balance at June 1, 1998 6,208,179 $993,309 $24,269,549 $(1,653,521) Exercise of options 35,800 5,728 84,810 Repurchase of shares - note D (228,900) (36,624) (1,555,433) Net income for the nine months ended February 28,1999 2,072,239 --------- -------- ----------- ----------- Balance at February 28, 1999 6,015,079 $962,413 $22,798,926 $ 418,718 ========= ======== =========== =========== Balance at June 1, 1997 6,110,608 $977,697 $23,937,397 $(3,901,894) Exercise of warrants 471 76 2,195 Exercise of options 96,800 15,488 329,273 Net income for the nine months ended February 28,1998 1,976,578 --------- -------- ----------- ----------- Balance at February 28, 1998 6,207,879 $993,261 $24,268,865 $(1,925,316) ========= ======== =========== =========== <FN> See notes to consolidated financial statements. </TABLE>
<TABLE> <CAPTION> CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NEOGEN CORPORATION AND SUBSIDIARIES Nine Months Ended February 28 1999 1998 ------------------------------ <S> <C> <C> OPERATING ACTIVITIES: Net income $ 2,072,239 $ 1,976,578 Adjustments to reconcile net income to net cash provided from (used in) operating activities: Depreciation and amortization 667,609 510,187 Changes in operating assets and liabilities: Accounts receivable (454,920) (630,367) Inventories (12,872) (493,111) Other current assets (5,081) (43,751) Accounts payable (90,006) 135,235 Other accrued expenses 21,981 (216,596) ------------ ------------ NET CASH PROVIDED FROM OPERATING ACTIVITIES 2,198,950 1,238,175 INVESTING ACTIVITIES: Purchases of property and equipment and other assets (660,557) (535,807) Purchases of marketable securities (18,953,996) (15,707,804) Proceeds from sale of marketable securities 20,006,992 18,414,242 Acquisitions - note C (600,000) (3,642,837) ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (207,561) (1,472,206) FINANCING ACTIVITIES: Payments on long-term borrowings (36,504) (43,683) Net payments for repurchase of common stock - note D (1,592,057) 0 Net proceeds from issuance of common stock 90,538 347,032 ------------ ------------ NET CASH PROVIDED FROM (USED IN) FINANCING ACTIVITIES (1,538,023) 303,349 ------------ ------------ INCREASE IN CASH AND EQUIVALENTS 453,366 69,318 Cash and equivalents at beginning of period 719,877 718,864 ------------ ------------ CASH AND EQUIVALENTS AT END OF PERIOD $ 1,173,243 $ 788,182 ============ ============ </FN> See notes to consolidated financial statements. </TABLE>
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 28, 1999 are not necessarily indicative of the results to be expected for the fiscal year ending May 31, 1999. For more complete financial information, these consolidated financial statements should be read in conjunction with the May 31, 1998 audited consolidated financial statements and the notes thereto included in the Company's annual report on Form 10-KSB for the year ended May 31, 1998. NOTE B - EARNINGS PER SHARE During the year ended May 31, 1998, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". The following table presents the earnings per share calculations in conformance with SFAS No. 128. <TABLE> <CAPTION> Three Months Ended Nine Months Ended February 28 February 28 1999 1998 1999 1998 ---- ---- ---- ---- <S> <C> <C> <C> <C> Numerator for Basic and Diluted Earnings Per Share Net Income $ 588,881 $ 657,285 $2,072,239 $1,976,578 ========== ========== ========== ========== Denominator Denominator for basic earnings per share- Weighted average shares 6,052,471 6,204,225 6,144,516 6,166,578 Effect of Dilutive Securities - Stock options and warrants 41,295 239,793 42,112 224,004 ---------- ---------- ---------- ---------- Denominator for diluted earnings per share - adjusted weighted average shares and assumed conversions 6,093,766 6,444,018 6,186,618 6,390,582 ========== ========== ========== ========== Basic Earnings Per Share $ 0.10 $ 0.11 $ 0.34 $ 0.32 ========== ========== ========== ========== Diluted Earnings Per Share $ 0.10 $ 0.10 $ 0.33 $ 0.31 ========== ========== ========== ========== </TABLE>
NOTE C - ACQUISITIONS 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. The Company allocated $400,000 of the purchase price to finished goods and bulk toxoid inventories of Type B equine botulism vaccine ("Bot Tox-B"). The remainder of the purchase price was allocated to other assets and consisted primarily of Types A, B, and C botulism seed cultures, manufacturing protocols, quality control procedures and USDA license to manufacture Bot Tox-B. NOTE D - STOCK REPURCHASE In January, the Company announced that its board of directors had authorized the purchase of up to 500,000 shares of the Company's common stock. As of February 28, 1999, the Company had purchased 228,900 shares in negotiated and open market transactions for a total price, including commissions, of approximately $1,592,000. As of April 1, 1999 the Company had purchased 254,100 shares at a total price, including commissions, of approximately $1,758,000. 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 E - COMPREHENSIVE INCOME Effective June 1, 1998, the Company adopted the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income. Adoption of this statement did not have any material effect on the financial statements of the Company. NOTE F - 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 28 May 31 1999 1998 ----------- ---------- Raw Material $1,390,003 $2,003,124 Work-In-Process 808,329 837,679 Finished Goods 2,688,570 1,633,227 ---------- ---------- $4,886,902 $4,474,030 ========== ==========
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 28, 1999 Compared to Three Months Ended February 28, 1998. Total sales for the quarter ended February 28, 1999 increased $747,000, compared to the same quarter last year. Sales of products dedicated to food safety increased $591,000, and sales of animal safety products were up $149,000. The increase in food safety sales was due to several factors. Sales of test kits to detect harmful bacteria increased $291,000 due to strong international demand and because of higher sales to meat processors concerned about recent well-publicized Listeria outbreaks in hot dogs and luncheon meat. Aflatoxin diagnostic tests were up $103,000 in the quarter, continuing a trend in the current fiscal year of higher demand for this product. Sales of the Neogen Ticket(R), which detects the presence of potentially dangerous insecticides, increased $98,000 due exclusively to a large order from Japan. In the animal safety segment, sales of professional equine products were $308,000 higher, and were led by a significant increase in sales of Bot Tox-B, a vaccine to prevent Type B botulism in horses, and a 20% increase in horse health products marketed under the Triple Crown name. Sales of veterinary instruments and consumable animal health products marketed by the Company's Ideal Instruments subsidiary declined $170,000 in the third quarter due to depressed economic conditions in the large animal health industry. Historically, Ideal's product sales have been affected positively and negatively by the cyclical nature of the large animal health industry. Cost of goods sold in the third quarter increased 12% principally due to the overall increase in product sales. Expressed as a percent of sales, cost of goods sold improved to 43% in 1999 compared to 44% in 1998.
Sales and marketing expenses increased a modest $77,000, or 7%, in the third quarter compared to the prior year. Most of the increase was due to higher commissions and royalties ($50,000) as a direct result of greater sales volume. The $87,000, or 14%, increases in general and administrative expenses for the quarter were primarily due to higher wages, bonus accruals and fringe cost associated with improved operating performance and increase in overall business activity. Research and development expenses were up $34,000, or 10%, in the third quarter due to increased staffing levels. Management believes research and development is critical to the Company's future and continues to expand efforts in terms of ongoing research projects pertaining to food and animal safety products. Third quarter research and development expenses were 7% of total sales compared to the Company's annual budget of 8%. Other income declined $60,000 in the quarter ended February 28, 1999 compared to the same quarter last year. Interest income decreased as a result of lower rates and lower investment balances. In addition, the Company's share of royalties paid to an affiliated partnership declined approximately $20,000 compared to last year. Neogen's effective federal tax rate has historically been insignificant because the Company had net operating loss carry forwards ("NOL's") available to offset taxable income. During the first quarter the Company utilized its remaining NOL's. As a result, the Company's effective tax rate increased significantly in the third quarter compared to the same quarter last year. The higher income taxes completely offset the Company's increase in pre-tax profit, resulting in the same diluted earnings per share as the prior year. Nine Months Ended February 28, 1999 Compared to Nine Months Ended February 28, 1998. Total sales for the nine months ended February 28, 1999 were $3,330,000, or 24%, higher than the same period in 1998. Animal safety product sales increased $1,937,000, or 31%, while sales of food safety products were up $1,275,000, or 21%. All other sales increased $118,000. The increase in animal safety sales is attributable to the following factors: sales pertaining to prior year acquisitions of certain assets of W.J. Bartus, Inc. and Vetoquinol, U.S.A. accounted for $1,052,000 of increased sales in 1999 compared to 1998; sales of the Company's vaccine to prevent Type B botulism in horses increased $412,000 compared to last year; and sales of OEM products such as specialty needles and syringes used to inject spices and marinades into meat and poultry were $567,000 higher. The increase in sales of food safety products was primarily due to increases in sales in two areas. Large sections of the southern United States suffered from hot, dry weather conditions during last year's summer months, which promoted mold growth in corn and other commodity crops. Sales of test kits to detect aflatoxin, a harmful residue from molds that proliferate in hot, dry weather conditions, increased $582,000 during the first nine months. Although testing for aflatoxin will likely continue to run higher than the prior year, management does not believe testing will continue at the same levels as experienced in the first three quarters. Sales of aflatoxin, vomitoxin and other natural toxin test kits are affected by the uncertainties of weather which impacts growing conditions differently each year.
Sales of diagnostic tests to detect microorganisms such as E. coli O157:H7, Salmonella and Listeria also increased in the first nine months, with sales up $688,000 compared to last year. Cost of goods sold increased $1,333,000 (23%) compared to the same period last year as a direct result of the overall increase in product sales. Expressed as a percent of sales, cost of goods sold was 42% in 1999, the same percentage as 1998. Sales and marketing expenses increased $409,000, or 12%, in the first nine months compared to last year. Many sales and marketing expense categories were higher than the prior year including salaries, fringe, royalties, commissions, trade shows and technical service. The Company is expanding its sales activities both domestically and internationally to gain wider distribution of its products dedicated to food and animal safety. The $499,000 increase in general and administrative expense is due to two factors. Increases in sales volume and overall business activity resulted in a need for additional administrative staff. The increase in staff, along with higher accruals for bonuses due to improved operating performance, resulted in $273,000 of higher personnel related expense in the first nine months. In addition, legal and professional fees increased $231,000 compared to the same period last year. Management believes that the Company is not involved in any material adverse legal proceedings. In November, Neogen announced that it had won its lawsuit against Arthur J. and Arthur M. Trickey ("Trickeys") involving company trademarks. The Trickeys' initial appeal of the court's decision was declared by the court to be frivolous. Management does not anticipate any significant costs for further litigation of this lawsuit. In February, Neogen entered into a negotiated settlement of its lawsuit with Stephen C. Edberg, Stephen C. Wardlow and Idexx Laboratories, Inc., involving patent infringement claims and trade dress violations. The terms of the settlement did not have any material impact on the Company's operations. The Company continues to vigorously pursue a lawsuit against Vicam, L.P., Vicam Management Corporation and Jack L. Radlo ("Vicam") filed in Florida in August 1996. The Company is suing to recover damages incurred in the character of lost sales caused by Vicam's publication of the false allegation that a Neogen product violates two patents licensed to Vicam. Vicam has filed a counterclaim alleging that Neogen's product infringes one patent licensed to Vicam. In February 1999, a hearing was held for the purpose of providing evidence concerning the patent issues of the case. The judge who presided over the hearing has taken the matter "under advisement" and not yet issued a ruling. The Company can not predict the level of expenses that may be incurred in fiscal year 1999 or beyond in pursuing this litigation. Research expenses for the nine months ended February 28, 1999 were $202,000 higher than the prior year due to increased salaries and fringe for additional research staff. Other income was $87,000 lower for the first nine months of the current fiscal year due to a reduction in interest income. Cash balances available for investment and interest rates were down compared to last year. Income taxes for the nine-month period ended February 28, 1999 were substantially higher than the same period last year. The Company fully utilized its remaining NOL's during its first quarter resulting
in a significant increase in effective tax rate for the first nine months compared to last year. The company expects its effective tax rate to run approximately 33% to 36% going forward. Financial Condition and Liquidity At February 28, 1999, the Company had $9,989,000 in cash and marketable securities, working capital of $17,534,000 and stockholders' equity of $24,180,000. In addition, the Company has bank lines of credit totaling $10,000,000 with nothing borrowed against these lines as of February 28, 1999. Cash and marketable securities decreased $600,000 during the first nine months. The aggregate of the acquisition of certain assets of BioPort Corporation for $600,000, the use of $1,592,000 for the purchase of 228,900 shares of the Company's common stock (see Notes C and D of the Notes to Unaudited Consolidated Financial Statements) and $661,000 expended for property, equipment and other assets exceeded cash provided from operations which totaled $2,200,000. Accounts receivable were $455,000 higher at February 28, 1999 than at May 31 due primarily to significant shipments of food and animal safety products during the last 5 days of the third quarter. Inventories increased $413,000 at February 28, 1999 compared to May 31 primarily due to $400,000 in inventories purchased from BioPort Corporation. Accounts payable decreased $90,000 between May 31 and February 28 due to the timing of month-end cutoffs and scheduled payment dates for trade payables. Effective July 1, 1997 the Company acquired substantially all of the assets of Triple Crown Pharmaceuticals, a division of W.J. Bartus, Inc. of Ft. Pierce, Florida. The initial purchase price consisted of a cash payment of approximately $1,400,000 paid in July 1997. A second and final cash payment of $500,000 is due provided the seller meets certain conditions of the asset purchase agreement by July 3, 2000. The Company did not borrow any additional funds during the first nine months and made scheduled payments totaling $37,000 on long-term debt. At February 28, 1999, 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. Neogen has been profitable for 23 of its last 24 quarters and has generated positive cash flows from operations during this period. Management believes that the Company's existing cash and marketable securities at February 28, 1999, along with its available bank lines of credit and cash expected to be generated from future operations, will be sufficient to fund activities for the foreseeable future. However, existing cash and marketable securities 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 the Company's future capital needs. Year 2000 The Company believes that its financial and manufacturing systems are year 2000 compliant with the exception of the financial software used at its Ideal Instruments subsidiary. The Company had issued a check during the second quarter to purchase a software tool that would have corrected the Y2K problem
at Ideal by February 1, 1999. In late February, the check was returned to the Company with an explanation that the software tool was not working. The Company immediately contracted with programmers to manually fix Ideal's financial software. To date, a review of the program files and libraries has been made and work is underway to bring Ideal financial software in compliance with year 2000 by June 30, 1999. The Company does not expect implementation of these changes to have a material impact on its results of operation. The Company's operations with respect to the year 2000 may also be affected by other entities with whom it transacts business. The Company is currently unable to determine the potential impact, if any, that could result from such entities' failure to adequately address this issue.
PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit Index Exhibit 4 - Instruments defining the rights of security holders - incorporated by reference from Exhibit 3 (a) (2) of the Second Amendment to the Form S-18 Registration Statement filed on August 22, 1989. Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K Filed in Quarterly Period Ended February 28, 1999. The Company did not file any reports on Form 8-K in the quarterly period ended February 28, 1999.
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 4/6/99 /s/ James L. Herbert - ------ ---------------------------------------- Date James L. Herbert President 4/6/99 /s/ Lon M. Bohannon - ------ ---------------------------------------- Date Lon M. Bohannon Vice President - Chief Financial Officer
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 27 FINANCIAL DATA SCHEDULE