UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended August 31, 2005
or
For the transition period from to
Commission file number 0-17988
Neogen Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification Number)
620 Lesher Place
Lansing, Michigan 48912
(Address of principal executive offices including zip code)
(517) 372-9200
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12B – 2 of the Exchange Act). YES x NO ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): YES ¨ NO x
As of October 1, 2005, there were 8,222,000 outstanding shares of Common Stock.
NEOGEN CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
Consolidated Balance Sheets –August 31, 2005 and May 31, 2005
Consolidated Statements of Income –Three months ended August 31, 2005 and 2004
Consolidated Statements of Stockholders’ Equity –Three months ended August 31, 2005
Consolidated Statements of Cash Flows –Three months ended August 31, 2005 and 2004
Notes to Interim Consolidated Financial Statements – August 31, 2005
PART I – FINANCIAL INFORMATION
ITEM 1. Interim Consolidated Financial Statements (Unaudited)
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
August 31,
2005
May 31,
(In thousands, except share
and per share amounts)
CURRENT ASSETS
Cash
Marketable securities
Accounts receivable, less allowance of $ 564 and $ 531
Inventories
Deferred income taxes
Prepaid expenses and other current assets
TOTAL CURRENT ASSETS
NET PROPERTY AND EQUIPMENT
OTHER ASSETS
Goodwill
Other non-amortizable intangible assets
Other non-current assets, net of accumulated amortization of $ 1,186 and $ 1,123
CURRENT LIABILITIES
Accounts payable
Accrued compensation
Income taxes
Other accruals
TOTAL CURRENT LIABILITIES
DEFERRED INCOME TAXES AND OTHER LONG-TERM LIABILITIES
STOCKHOLDERS’ EQUITY
Preferred stock, $1.00 par value, 100,000 shares authorized, none issued and outstanding
Common stock, $.16 par value, 20,000,000 shares authorized, 8,220,000 shares issued and outstanding at August 31, 2005; 8,147,000 shares issued and outstanding at May 31, 2005
Additional paid-in capital
Accumulated other comprehensive income
Retained earnings
TOTAL STOCKHOLDERS’ EQUITY
See notes to interim unaudited consolidated financial statements
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended
Net sales
Cost of goods sold
GROSS MARGIN
OPERATING EXPENSES
Sales and marketing
General and administrative
Research and development
OPERATING INCOME
OTHER INCOME (EXPENSE)
Interest income
Interest expense
Other
INCOME BEFORE INCOME TAXES
INCOME TAXES
NET INCOME
NET INCOME PER SHARE
Basic
Diluted
See notes to interim consolidated financial statements
2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
Common Stock
Additional
Paid-in
Capital
Accumulated
Comprehensive
Income
Retained
Earnings
Balance, June 1, 2005
Exercise of options and warrants
Comprehensive income:
Net income for the three months ended August 31, 2005
Foreign currency translation adjustments
Total comprehensive income ($1,563 in the three months ended August 31, 2004)
Balance, August 31, 2005
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NEOGEN CORPORATION SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Changes in operating assets and liabilities:
Accounts receivable
Accounts payable and accruals
NET CASH PROVIDED BY OPERATING ACTIVITIES
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable securities
Purchases of marketable securities
Purchases of property and equipment and other assets
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on line of credit
Reductions of other long-term liabilities
Net proceeds from issuance of common stock
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
INCREASE IN CASH
CASH AT BEGINNING OF PERIOD
CASH AT END OF PERIOD
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NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENT (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim financial information and with the instructions to Form 10-Q and Article 10 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 three month period ended August 31, 2005 are not necessarily indicative of the results to be expected for the fiscal year ending May 31, 2006. For more complete financial information, these consolidated financial statements should be read in conjunction with the May 31, 2005 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, 2005.
2. INVENTORIES
Inventories are stated at the lower of cost, determined on the first-in, first-out method, or market. The components of inventories follow:
Raw materials
Work-in-process
Finished goods
3. NET INCOME PER SHARE
The calculation of net income per share follows:
Numerator for basic and diluted net income per share:
Denominator:
Denominator for basic net income per share-weighted average shares
Effect of dilutive stock options and warrants
Denominator for diluted net income per share
Net income per share:
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4. STOCK REPURCHASE
The Company’s Board of Directors has authorized the purchase of up to 1,250,000 shares of the Company’s Common Stock. As of August 31, 2005, the Company has cumulatively purchased 893,000 shares in negotiated and open market transactions. Shares purchased under this buy-back program were retired.
5. 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 veterinary instruments and a complete line of consumable products marketed to veterinarians and animal health product distributors. Additionally the Animal Safety segment produces and markets a line of rodenticides to assist in the control of rats and mice in and around agricultural, food production and other facilities.
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 August 31, 2005 and 2004 follows:
Corporate
andEliminations(1)
Fiscal 2006
Net sales to external customers
Operating income
Total Assets
Fiscal 2005
6. STOCK OPTIONS
In December 2004, the FASB issued a revision to Statement No. 123, Share-Based Payment. This revision supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This revision requires companies to recognize the cost of stock options, based on the grant date fair value, granted pursuant to their employees stock option plans over the period during which the recipient is required to provide services in exchange for the options, typically the vesting period. Pursuant to the requirements of the Statement, the Company plans to adopt the provisions of the statement during the first quarter of fiscal 2007. The Company has not presently determined a transition method of adoption. The pro forma effect of adopting this Statement is disclosed below and is not expected to have a material impact in the trend of net income per share.
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6. STOCK OPTIONS (CONTINUED)
Net income:
As reported
Deduct-compensation expense based on fair value method
Pro forma
Basic net income per share:
Diluted net income per share:
7. LEGAL PROCEEDINGS
The Company is subject to certain legal and other proceedings in the normal course of business that, in the opinion of management, will not have a material effect on its future results of operations or financial position.
8. BUSINESS AND PRODUCT LINE ACQUISITIONS
As of October 1, 2004, Neogen Europe, Ltd., the Company’s subsidiary in Scotland, UK, acquired the distribution business of BiologischeAnalysensysteme GmbH (BAG), a privately held company based in Lich, Germany. BAG was a distributor of Neogen Corporation’s products in Germany. BAG’s revenues in the 12 months ended September 30, 2004 were approximately $600,000. Consideration for the acquisition was cash of $448,000. The allocation of the purchase price included inventory of $68,000, equipment of $21,000 and customer based intangibles of $359,000. The acquisition is expected to improve distribution of the Company’s products in Germany.
On October 13, 2004, the Company acquired the UriCon product line of Animal Health Ventures, Inc., a privately held company. UriCon is a product used for the treatment of urinary incontinence in dogs. Consideration for the purchase was cash of $200,000. The allocation of the purchase price included inventory of $23,000 and intangibles of $177,000. The acquisition adds to the Company’s product lines directed toward the treatment of medical disorders in companion animals.
9. LONG TERM DEBT
The Company maintains a financing agreement with a bank (no amounts drawn at August 31, 2005 or May 31, 2005) providing for an unsecured revolving line of credit of $15,000,000. Interest is at prime less 1.25% or Eurodollar prime equivalent, plus 150 basis points at the Company’s option (rate elected would have been 5.0625% at August 31, 2005). Financial covenants include maintaining current ratios and debt to earnings ratios (as defined) and specified levels of tangible net worth, all of which are complied with at August 31, 2005. The agreement matures September 1, 2007.
10. GRANT FROM INGHAM COUNTY
The Company has a $500,000 grant from Ingham County that is restricted for the purchase of machinery and equipment at its location in Lansing, Michigan. The grant is repayable in cash plus interest to the extent not offset by allowances for new employees hired in Lansing over a period of 6 years. Grant monies received from the County for eligible purchases are recognized as a long-term liability. The liability is reduced and other income is recognized for the allowances granted as eligible new employees are hired. The Company has recognized other income of $160,000 related to the grant in the three month period ended August 31, 2005.
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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 performance. While management is optimistic about the Company’s long-term prospects, historical financial information may not be indicative of future financial performance.
Safe Harbor and Forward-Looking Statements
Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this Quarterly Report on Form 10-Q. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements. There are a number of important factors, including competition, recruitment 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, that could cause Neogen Corporation’s results to differ materially from those indicated by such forward-looking statements, including those detailed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
In addition, any forward-looking statements represent management’s views only as of the day this Quarterly Report on Form 10-Q was first filed with the Securities and Exchange Commission and should not be relied upon as representing management’s views as of any subsequent date. While management may elect to update forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if its views change.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of the Company’s financial condition and results of operations are based on the consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires that management make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates the estimates, including those related to receivable allowances, inventories and intangible assets. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
The following critical accounting policies reflect management’s more significant judgments and estimates used in the preparation of the consolidated financial statements.
Revenue Recognition
Revenue from sales of products is recognized at the time title of goods passes to the buyer and the buyer assumes the risks and rewards of ownership, which is generally at the time of shipment. Where right of return exists, allowances are made at the time of sale to reflect expected returns based on historical experience.
Accounts Receivable Allowance
Management attempts to minimize credit risk by reviewing customers’ credit history before extending credit and by monitoring credit exposure on a regular basis. An allowance for possible losses on accounts receivable is established based upon factors surrounding the credit risk of specific customers, historical trends and other information, such as changes in overall changes in customer credit and general credit conditions. Actual collections can differ from historical experience, and if economic or business conditions deteriorate significantly, adjustments to these reserves could be required.
Inventory
A reserve for obsolescence is established based on an analysis of the inventory taking into account the current condition of the asset as well as other known facts and future plans. The amount of reserve required to record inventory at lower of cost or market may be adjusted as conditions change. Product obsolescence may be caused by shelf life expiration, discontinuation of a product line, or replacement products in the market place or other competitive situations.
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Valuation of Intangible Assets and Goodwill
Management assesses goodwill and other non-amortizable intangible assets for possible impairment on no less often than an annual basis. This test was performed in the fourth quarter of fiscal 2005 and it was determined that no impairment exists. There was also no impairment indicated for 2005. In the event of changes in circumstances that indicate the carrying value of these assets may not be recoverable, management will make an assessment at any time. Factors that could cause an impairment review to take place would include:
When management determines that the carrying value of intangible assets may not be recoverable based on the existence of one or more of the above indicators of impairment, the carrying value is compared to a value determined based on projected discounted cash flows using a discount rate commensurate with the risk inherent in the Company’s current business model. Any impairment identified in this computation is given current recognition in any unissued financial statements. Changes to the discount rate used in the analysis or discounted cash flows can have a significant impact on the results of the impairment test.
RESULTS OF OPERATIONS
Executive Overview
On an overall basis, the Company had a 10% increase in revenues in the August 2005 quarter compared to the 2004 quarter as a result of revenue increases in each of the Company’s segments. The Food Safety revenue increased 7% with gains in sales of the Natural Toxin and Allergen product lines as well as the Dry Culture Media and Other Product categories. Animal Safety revenues increased by 14% with gains in each of the product line categories but was led by Hacco rodenticides.
Gross margin increases were primarily affected by product mix and also by efficiency increases following operating consolidations over the past two fiscal years. Operating and net income increased in the quarter as compared to the prior year from the combined effects of the additional sales and from management’s continued control of costs.
See the discussions below for more detailed analysis of the results for the Company’s operations for the three months ended August 31, 2005 as compared to the same three month period of the prior year.
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Three Months Ended August 31, 2005 Compared to Three Months Ended August 31, 2004
Food Safety
Natural Toxins & Allergens
Bacteria & General Sanitation
Dry Culture Media & Other
Animal Safety
Life Sciences Drug Detections & Vaccines
Rodenticides
Veterinary Instruments & Other
Total Sales
Total revenues increased 10% in the August 2005 quarter compared to the August 2004 quarter. Revenues from the sales of products related to Food Safety were up 7% and revenues from Animal Safety were up 14%.
In the Food Safety segment Natural Toxin & Allergen product sales increased by 14.7% as compared with the prior year, with Natural Toxin increases coming from weather conditions in areas that are more likely to promote formation of these toxins. Allergen sales increased as a result of increased awareness and acceptance of the product lines. Bacteria and General Sanitation product sales were essentially unchanged from the prior year. Sales of Dry Culture Media & Other products increased by 6.1% as compared to the prior year quarter as the Company continued to increase market penetration of both domestic and international markets.
Increases in the Animal Safety product lines continued to benefit from the strong sales increases in the Hacco rodenticide product line, with sales increases of 42.4% in comparison with the prior year. These increases came from reaction to increased customer needs for pest eradication and from enhanced foreign sales. Life Science, Drug Detection & Vaccines product sales were essentially unchanged from the prior year. Sales of Veterinary Instruments & Other products increased by 3.9% as the Company continues to expand its sales to large retail stores.
Gross margins in the August 2005 quarter increased from 49% to 53%. Food Safety margins increased from 57% in the prior year to 60% in the current year. Animal Safety margins also increased from 42% in the prior year to 47% in the current year. In both segments margins have increased from positive product mix as well as from increased utilization of the new facilities in Lexington and Lansing which were brought on line in the prior year. These new facilities are expected to provide significantly expanded production capability and efficiencies. Additionally the Company benefited from the efficiencies granted by consolidation of the Ideal and Acumedia operating units into the Lansing and Lexington operating units.
Sales and marketing expenses increased by $519,000 in the August 2005 quarter. As a percentage of sales these expenses increased to 22% from 21% in the prior year quarter. Food Safety sales and marketing expenses increased from 24% to 26% while Animal Safety sales and marketing expenses remained at 19%, when compared to the prior year. Overall, management remains committed to strong cost control in both divisions.
General and administrative expenses increased by $89,000 but decreased to 7% of revenues for the quarter ended August 2005.
Research and development expenses in the August 2005 quarter increased by $53,000 but remained at 5% for the first quarter in comparison with the prior year. Although on a quarter to quarter basis, some fluctuations of research and development expenses will occur, management expects research and development expense to approximate 4% to 6% of revenues over time. These expenditures approximate 8% to 10% of revenues from products and product lines that are supported by research and development.
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Other income increased by $171,000 in comparison with the prior quarter as a result of state and local grant revenue that was earned in the first quarter and interest income on marketable securities investments. Federal and state income tax rates used in the computation of income tax expense in the periods remained comparable to those in the prior year.
Financial Condition and Liquidity
At August 31, 2005, the Company had $3,552,000 in cash and marketable securities, working capital of $25,074,000 and stockholders’ equity of $57,238,000. In addition, available bank lines of credit totaled $15,000,000.
Accounts receivable were $1,479,000 greater than at May 31, 2005. Days outstanding in account receivables increased from 56 days at May 31, 2005 to 58 days at August 31, 2005. Days outstanding at August 31 are considered to be within the normal range when compared to days outstanding at Neogen Corporation over the last several years. Management believes that the recorded allowance is adequate to provide for accounts that may become uncollectable. Inventories at August 31, 2005 have increased by $908,000 from May 31, 2005. Inventory levels are considered to be adequate to service expected sales during the second quarter of fiscal year 2006 and beyond. The increase in current liabilities of $1,580,000 results from the timing of payments.
Inflation and changing prices are not expected to have a material effect on operations.
Management believes that the Company’s existing cash as of August 31, 2005, along with its available bank revolving line 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 bank lines may not be sufficient to meet the Company’s cash requirements to commercialize products currently under development or its plans to acquire other organizations, technologies or 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has minimal interest rate and foreign exchange rate risk exposure and no long-term fixed rate investments or borrowings. The Company’s primary interest rate risk is due to potential fluctuations of interest rates for variable rate borrowings.
Generally, sales are denominated in U.S. dollars; however, because Neogen markets and sells its products throughout the world, it could be significantly affected by weak economic conditions in foreign markets that could reduce demand for its products.
Neogen has assets, liabilities and operations outside of the United States that are located primarily in Ayr, Scotland where the function currency is the British Pound. The Company’s investment in its foreign subsidiary is considered long-term, accordingly, it does not hedge the net investment or engage in other foreign currency hedging activities due to the insignificance of these balances to the Company as a whole.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures - An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of August 31, 2005 was carried out under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and the Vice President and Chief Financial Officer (“the Certifying Officers”). Based on that evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures are effective to bring to the attention of the Company’s management the relevant information necessary to permit an assessment of the need to disclose material developments and risks pertaining to the Company’s business in its periodic filings with the Securities and Exchange Commission. There was no change to the Company’s internal control over financial reporting during the first quarter of fiscal 2006 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to certain legal and other proceedings in the normal course of business that, in the opinion of management, will not have effect on its future results of operations or financial position.
Items 2,3,4 and 5 are not applicable and have been omitted.
ITEM 6. EXHIBITS
(a) Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
/s/ James L. Herbert
/s/ Richard R. Current
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