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 <TABLE> <CAPTION> CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) NEOGEN CORPORATION AND SUBSIDIARIES Three Months Ended February 29 Nine Months Ended February 29 ------------------------------ ----------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> 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. </TABLE> 5 <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, 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. </TABLE> 6 <TABLE> <CAPTION> CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) NEOGEN CORPORATION AND SUBSIDIARIES Nine Months Ended February 29 ----------------------------- 2000 1999 ------------ ------------ <S> <C> <C> 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. </TABLE> 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: <TABLE> <CAPTION> Three Months Ended Nine Months Ended February 29 February 29 ------------------ ----------------- 2000 1999 2000 1999 ---- ---- ---- ---- <S> <C> <C> <C> <C> 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 ========== ========== ========== ========== </TABLE> 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: <TABLE> <CAPTION> Food Animal Corporate & Safety Safety Eliminations(1) Total - ----------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> 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: <CAPTION> Food Animal Corporate & Safety Safety Eliminations(1) Total - ----------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> 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. </TABLE> 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