<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarterly period ended: FEBRUARY 29, 1996
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to _____________________
Commission File Number: 0-17988
NEOGEN CORPORATION
(Exact name of small business issuer as specified in its charter)
MICHIGAN 38-2367843
(State or other jurisdiction of (IRS employer
incorporation or organization) Identification No.)
620 LESHER PLACE, LANSING, MICHIGAN 48912
(Address of principal executive offices)
(517)372-9200
(Issuer's telephone number)
NONE
(Former name, former address and former
fiscal year, if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 after
distribution of securities under a plan confirmed by a court.
Yes___ No___
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practical date.
4,555,460 WERE OUTSTANDING ON APRIL 1, 1996
<PAGE> 2
INDEX
NEOGEN CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Interim Financial Statements (unaudited)
Consolidated balance sheets--February 29, 1996 and May 31, 1995.
Consolidated statements of operations--Three months ended February 29, 1996
and 1995; Nine months ended February 29, 1996 and 1995.
Consolidated statements of stockholders' equity--Nine months ended February
29, 1996 and 1995.
Consolidated statements of cash flows--Nine months ended February 29, 1996
and 1995.
Notes to consolidated financial statements--February 29, 1996.
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
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. INTERIM FINANCIAL STATEMENTS
<PAGE> 4
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
NEOGEN CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
February 29 May 31
1996 1995
-------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents $ 2,070,194 $ 2,237,979
Net accounts receivable 2,107,127 1,681,200
Inventories 3,839,248 3,806,872
Other current assets 316,125 355,027
------------ ------------
TOTAL CURRENT ASSETS 8,332,694 8,081,078
NET PROPERTY AND EQUIPMENT 1,352,226 1,312,670
INTANGIBLE AND OTHER ASSETS - (NOTE C)
Goodwill, net of accumulated amortization 2,059,478 1,513,032
Other assets, net of accumulated
amortization 594,469 631,826
------------ ------------
$ 12,338,867 $ 11,538,606
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable and current maturities
of long-term notes payable $ 1,393,171 $ 1,146,082
Accounts payable 756,756 742,652
Accrued compensation and benefits 258,995 338,407
Accrued liabilities 102,467 65,129
------------ ------------
TOTAL CURRENT LIABILITIES 2,511,389 2,292,270
LONG-TERM NOTES PAYABLE-(NOTE D) 296,705 351,233
OTHER LONG-TERM LIABILITIES 58,671 58,671
STOCKHOLDERS' EQUITY
Common stock:
Par value $.16 per share, 10,000,000
shares authorized, 4,555,460 shares
issued at February 29, 1996; 4,460,027
shares issued at May 31, 1995 728,873 713,604
Additional paid in capital 13,829,825 13,592,684
Retained-earnings deficit (5,086,596) (5,469,856)
------------ ------------
9,472,102 8,836,432
------------ ------------
$ 12,338,867 $ 11,538,606
============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE> 5
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
NEOGEN CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months Ended February 29 Nine Months Ended February 29
1996 1995 1996 1995
------------------------------- -----------------------------
<S> <C> <C> <C> <C>
REVENUES
Sales $ 3,306,602 $ 2,908,001 $ 9,353,068 $ 8,326,067
Contract revenues 23,473 111,633 137,766 241,080
----------- ----------- ----------- -----------
3,330,075 3,019,634 9,490,834 8,567,147
EXPENSES
Cost of goods sold 1,621,178 1,436,169 4,177,957 3,777,337
Sales and marketing 856,802 838,117 2,636,311 2,407,611
General and adm. 444,273 397,888 1,343,566 1,137,368
Research and develop. 269,531 288,359 939,073 853,770
----------- ----------- ----------- -----------
3,191,784 2,960,533 9,096,907 8,176,086
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 138,291 59,101 393,927 391,061
OTHER INCOME (EXPENSE)
Interest income 19,241 22,797 52,558 67,790
Interest expense (40,926) (31,783) (116,666) (64,883)
Other 21,576 36,704 79,841 70,331
----------- ----------- ----------- -----------
(109) 27,718 15,733 74,238
----------- ----------- ----------- -----------
INCOME BEFORE
INCOME TAXES 138,182 86,819 409,660 466,299
INCOME TAXES 12,800 5,700 26,400 20,100
----------- ----------- ----------- -----------
NET INCOME $ 125,382 $ 81,119 $ 383,260 $ 445,199
========== =========== =========== ===========
NET INCOME PER
SHARE (NOTE B) $ 0.03 $ 0.02 $ 0.08 $ 0.10
========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
<PAGE> 6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
NEOGEN CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Common Stock
---------------------- Additional Retained-
Number Paid-In Earnings
of Shares Amount Capital Deficit
---------- ------ ------- -------
<S> <C> <C> <C> <C>
Balance at June
1, 1995 4,460,027 $ 713,604 $ 13,592,684 $ (5,469,856)
Exercise of warrants 39,933 6,389 118,601
Exercise of options 55,500 8,880 118,540
Net income for the
nine months ended
February 29, 1996
383,260
--------- --------- ------------ -------------
Balance at February 29,
1996 4,555,460 $ 728,873 $ 13,829,825 $ (5,086,596)
========= ========= ============ =============
Balance at June 1,
1994 4,329,729 $ 692,757 $ 13,108,815 $ (6,148,563)
Common shares issued
in connection with
acquisitions 55,753 8,920 316,080
Exercise of warrants 40,020 6,403 121,446
Exercise of options 29,525 4,724 37,557
Net income for the
nine months ended
February 28, 1995
445,199
--------- --------- ------------ -------------
Balance at February
28, 1995 4,455,027 $ 712,804 $ 13,583,898 $ (5,703,364)
========= ========= ============ =============
</TABLE>
See notes to consolidated financial statements.
<PAGE> 7
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NEOGEN CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Nine Months Ended February 29
1996 1995
-----------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 383,260 $ 445,199
Adjustments to reconcile net income to
net cash provided from (used in)
operating activities:
Depreciation and amortization 407,492 351,364
Gain on sale of fixed assets 0 (13,857)
Changes in operating assets and
liabilities:
Accounts receivable (425,927) (618,528)
Inventories 160 (724,947)
Other current assets 38,902 (63,012)
Accounts payable 14,104 29,972
Other accrued expenses 42,296 (185,816)
----------- ------------
NET CASH PROVIDED FROM
(USED IN) OPERATING ACTIVITIES 460,287 (779,625)
INVESTING ACTIVITIES:
Purchases of property and equipment
and other assets (392,988) (465,335)
Proceeds from sale of fixed assets 0 155,332
Acquisition of business (Note C) (680,056) (817,957)
----------- ------------
NET CASH USED IN
INVESTING ACTIVITIES (1,073,044) (1,127,960)
FINANCING ACTIVITIES:
Proceeds on short-term borrowings 260,000 821,945
Proceeds on long-term borrowings 0 400,000
Payments on long-term borrowings (67,439) (587,351)
Proceeds from issuance
of common stock 252,411 170,130
----------- ------------
NET CASH PROVIDED FROM
FINANCING ACTIVITIES 444,972 804,724
----------- ------------
DECREASE IN CASH (167,785) (1,102,861)
Cash and equivalents
at beginning of period 2,237,979 3,006,941
----------- ------------
CASH AND EQUIVALENTS
AT END OF PERIOD $ 2,070,194 $ 1,904,080
=========== ============
</TABLE>
See notes to consolidated financial statements
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NEOGEN CORPORATION AND SUBSIDIARIES
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and Item
310 of Regulation S-B. 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. Certain amounts in the 1995 Unaudited
Consolidated Financial Statements have been reclassified to conform to the 1996
presentation. The results of operations for the nine months ended February 29,
1996 are not necessarily indicative of the results to be expected for the
fiscal year ending May 31, 1996. For more complete financial information,
these consolidated financial statements should be read in conjunction with the
May 31, 1995 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, 1995.
NOTE B - NET INCOME PER SHARE
The net income per share amounts for 1996 and 1995 are based on the weighted
average number of common shares outstanding adjusted to reflect the assumed
exercise of outstanding stock options and warrants, to the extent these items
had a dilutive effect on the computations.
NOTE C - ACQUISITIONS
Effective June 15, 1995, Neogen acquired certain assets of International
Diagnostic Systems Corp. (IDS) of St. Joseph, Michigan. The acquisition was
accounted for by the purchase method and all acquired assets, consisting of
inventory and related research and technology for 35 different diagnostic tests
used to detect drugs of abuse in animals, were moved to the Company's ELISA
Technologies division in Lexington, Kentucky.
The purchase price consisted of initial consideration of approximately $680,000
paid in cash at closing. Additional consideration may be paid, contingent upon
sales performance for the twelve month period ending June 14, 1996.
NOTE D - NOTES PAYABLE
On August 29, 1995, Neogen and its wholly-owned subsidiary, AMPCOR Diagnostics,
Inc. (AMPCOR), signed a new master revolving note payable to Comerica Bank
which increased AMPCOR's line of credit facility to $1,000,000 from $600,000.
The note bears interest at .75% over the prime rate (9.00% at February 29,
1996) and is collateralized by substantially all assets of Neogen and AMPCOR.
Borrowings against AMPCOR's line of credit were $608,946 at February 29, 1996
and $508,946 at May 31, 1995.
<PAGE> 9
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
THREE MONTHS ENDED FEBRUARY 29, 1996 COMPARED TO THREE MONTHS ENDED FEBRUARY
28, 1995.
Total revenues for the quarter ended February 29, 1996 were $311,000 or 10%
higher than the same quarter in 1995. A 24% increase in sales of predictive
and diagnostic products was partially offset by a 2% decline in veterinary
instrument sales and lower research revenues in the third quarter.
Of the $426,000 increase in sales of predictive and diagnostic products,
$135,000 was the result of a 14% increase in sales of diagnostic test kits to
detect harmful mycotoxin residues in the feed, grain, and nut markets. The
remaining increase of $291,000 is principally due to a 84% increase in equine
related sales.
Veterinary instrument sales were down $27,000 in the third quarter, primarily
due to depressed cattle prices which have resulted in lower demand for durable
veterinary instruments.
Contract revenues decreased $88,000 compared to last year due to the scheduled
completion of two research contracts earlier in the year. It is common for
contract revenues to fluctuate from quarter to quarter and year to year
depending on the timing and terms of the contracts.
The increase in cost of goods sold for the third quarter is a direct result of
the overall increase in product sales. Expressed as a percentage of revenues,
cost of goods sold increased to 49% compared to 48% in the prior year due
primarily to a higher mix of veterinary instrument products.
Sales and marketing expenses increased $18,000 or 2% in the three months ended
February 29, 1996 compared to the same period in 1995. A $47,000 decrease in
veterinary instrument marketing and selling expenses was largely offset by a
$27,000 increase in expenses related to salary, fringe, travel, printing,
advertising, and promotion expenses principally associated with the Company's
introduction of new diagnostic kits for the meat and poultry market. Another
$30,000 increase pertains to similar categories of expense related to
introduction of new products to the seafood and equine markets. The remaining
increase is primarily due to higher expenses related to promotional programs
($8,000) for sales of mycotoxin diagnostic test kits.
General and administrative expenses were $47,000 or 12% higher in the third
quarter of 1996 than last year. The primary increases in expense were $32,000
for salaries and fringe costs partially due to new secretarial and accounting
personnel as a result of increased business volume; $5,000 for higher costs
associated with investor relations, and $10,000 of increased amortization
expense as a result
<PAGE> 10
of the acquisition of certain assets of International Diagnostic Systems Corp.
(See Note C to Unaudited Consolidated Financial Statements.)
The $19,000 decrease in research expense for the third quarter was primarily
due to $46,000 in decreases resulting from the scheduled conclusion of two
research projects but was offset by a $21,000 increase in internally financed
research including expense for salaries, fringe, and supplies related to the
development of new diagnostic kits and reagents to be sold to the pharmacologic
and equine markets. The remaining decrease in research expense resulted from a
scheduled $7,000 decrease in salaries, fringe, and supplies related to
predictive instrument development. Management believes research and
development is critical to the Company's future and expects to continue the
investment in research during the remaining quarter of the current fiscal year.
Interest income declined in the third quarter due to lower interest rates
available on investments. Interest expense increased as a result of increased
borrowings compared to the third quarter in 1995.
NINE MONTHS ENDED FEBRUARY 29, 1996 COMPARED TO NINE MONTHS ENDED FEBRUARY 28,
1995.
Total revenues for the nine months ended February 29, 1996 were 11% higher than
for the same period in 1995. Sales of predictive and diagnostic products for
this period were $1,300,000 or 25% higher than the prior year. Veterinary
instrument sales for the first nine months declined $273,000 or 9%.
Of the $1,300,000 increase in predictive and diagnostic product sales,
approximately $185,000 was the result of including a full nine months of sales
for AMPCOR Diagnostics, Inc. (ADI) in 1996 whereas the first nine months in
1995 included only seven months of sales for ADI. Sales of diagnostic tests to
detect mycotoxins increased $549,000 and the remaining increase for this
segment was due to increased sales of diagnostic test kits for the equine and
pharmacologic markets.
Cattle prices have declined significantly over the last nine months resulting
in a lower demand for veterinary instruments including durable syringes,
obstetrical products, and balling guns.
As a percent of revenues, cost of goods sold was 44% for both 1996 and 1995.
The overall $400,000 or 10% increase in cost of goods sold was the direct
result of increased sales volume for the nine months ended February 29, 1996
compared to the same period in 1995.
Sales and marketing expenses increased $229,000 or 9% in the first nine months
compared to last year. Of this amount, $30,000 was due to nine months of
operations for ADI this year compared to seven months last year. Entry into
the meat and poultry market resulted in approximately $121,000 of increased
expense spread across a number of categories including salaries, fringe,
travel, printing, advertising, and trade shows. Increases in cost for the same
expense categories totaled $102,000 related to the introduction of new products
for the
<PAGE> 11
seafood and equine markets. Neogen intends to expand its sales and marketing
activities for predictive and diagnostic products, particularly in the meat and
poultry and seafood markets.
Sales and marketing expenses for the feed, grain, and nut markets were up
approximately $121,000 during the first nine months with most of the increase
in the areas of royalties ($16,000), travel ($6,000), advertising and special
promotions ($54,000), freight costs ($10,000) and telephone expense ($12,000).
Selling expense for veterinary instruments declined $130,000 in the first nine
months primarily due to lower commission expense.
General and administrative expense for the first nine months was $206,000
higher than for the same period last year. A total of $60,000 of the increase
was the result of higher costs at ADI due to two extra months of operations in
the current year compared to last year. Salaries and fringe expense was
approximately $90,000 more than last year with $50,000 of this amount due to
new secretarial and accounting personnel as a result of increased business
volume. Increases in other expense categories for the first nine months
included $15,000 for supplies related to increases in overall employment levels
and $30,000 of increased amortization expense due to the acquisition of certain
assets of International Diagnostic Systems, Corp. (See Note C to Unaudited
Consolidated Financial Statements.)
The $85,000 increase in research and development cost is partially due to
$44,000 of added expense this year because of an extra two months of operations
at ADI compared to last year. The remainder of the increase is the result of
higher salaries, fringe, and supplies for research programs to develop new
diagnostic test kits for the equine and pharmacologic markets and for the
detection of harmful bacteria. Neogen considers investment in research
activities critical to the long-term future of the business.
Other income in the first nine months declined $66,000 principally due to
higher interest expense as a result of higher rates and increased borrowings.
Net income for the first nine months declined to $.08 per share compared to
$.10 per share last year. Net income for this year has been impacted by the
company's ongoing investment in research programs for several new diagnostic
tests along with costs incurred in sales and marketing activities for entry
into the seafood and meat and poultry markets. The effect of these programs
are most evident at Neogen's AMPCOR Diagnostics subsidiary where losses for the
third quarter and year-to-date are $.02 per share and $.07 per share,
respectively, worse than last year. Management believes this investment is
both necessary and worthwhile due to the significant future sales potential
that exists in these markets.
FINANCIAL CONDITION AND LIQUIDITY
At February 29, 1996, the Company had $2,070,000 in cash and equivalents,
working capital of $5,821,000 and stockholders' equity of $9,472,000. In
addition, the Company has bank lines of credit
<PAGE> 12
totaling $2,500,000 with $1,319,000 borrowed against these lines as of February
29, 1996. Cash and equivalents declined $168,000 during the first nine months
primarily as a result of the acquisition of assets of International Diagnostic
Systems Corp. (See Note C to Unaudited Consolidated Financial Statements.)
Effective June 15, 1995, Neogen acquired certain assets of International
Diagnostic Systems Corp. of St. Joseph, Michigan. The purchase price paid was
approximately $680,000 in cash.
During the first nine months ended February 29, 1996, accounts receivable
increased $426,000 with higher balances at all of the Company's operations.
Inventories at February 28, 1996 were $32,000 or 1% higher than May 31, 1995
due to the acquisition of inventory of International Diagnostic Systems Corp.
(See Note C to Unaudited Consolidated Financial Statements).
The increase in goodwill at February 29 compared to May 31 is the direct result
of the acquisition of certain assets of International Diagnostic Systems, Corp.
The decrease in accrued compensation and benefits at February 29 compared to
May 31 is due to payment in the first quarter of bonuses and commissions earned
and accrued prior to May 31, 1995.
The Company borrowed $260,000 on its bank lines of credit during the first nine
months primarily to fund working capital needs at ADI and for veterinary
instruments. The Company also made scheduled payments on long-term debt
totaling $67,000. Neogen expended approximately $393,000 in the first nine
months for additions to property, equipment, and other assets. At February 29,
the Company has no material commitments for capital expenditures. Inflation
and changing prices are not expected to have a material effect on the Company's
operations.
During the second quarter, the company received a $125,000 demand note, bearing
interest at the rate of 10% per annum, executed in connection with the exercise
of warrants to purchase 39,933 shares of the Company's common stock. Neogen
collected the note, including interest, during its third fiscal quarter.
Neogen has been profitable for twelve consecutive quarters and has generated
positive cash flows from operations during this period. Management believes
that the Company's existing cash and equivalents at February 29, 1996, along
with its available bank lines of credit and expected future increases in
product sales, will be sufficient to fund activities for 1996 and 1997.
However, cash and equivalents have declined in the last two years as a result
of acquisitions made by the Company. In addition, existing cash and
equivalents may not be sufficient to meet the Company's longer term 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.
<PAGE> 13
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 11 - Statement regarding computation of earnings per share.
Exhibit 27 - Financial Data Schedule
(b) Reports On Form 8-K Filed In Quarterly Period Ended February
29, 1996.
The Company did not file any reports on Form 8-K in the quarterly
period ended February 29, 1996.
<PAGE> 14
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
April 12, 1996 /s/ James L. Herbert
- ------------------------- --------------------------------
Date James L. Herbert
President
April 12, 1996 /s/ Lon M. Bohannon
- ------------------------- --------------------------------
Date Lon M. Bohannon
Vice President-Chief Financial
Officer
<PAGE> 15
EXHIBIT INDEX
Exhibits Filed Herewith
Exhibit No. Description
- ----------- -----------
11 Statement Regarding Computation Of Earnings Per Share
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11
(11)--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
NEOGEN CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months Ended February 29 Nine Months Ended February 29
1996 1995 1996 1995
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average common
and common equivalent
shares outstanding:
Average shares out-
standing 4,547,950 4,454,889 4,499,623 4,423,085
Net effect of dilutive
stock warrants--
based on the treasury
stock method using
average market price
which is greater than
quarter-end market
price 21,857 60,768 30,108 61,705
Net effect of dilutive
stock options--based
on the treasury stock
method using average
market price which is
greater than quarter-end
market price 107,226 180,085 141,466 187,649
---------- --------- ---------- ----------
TOTALS 4,677,033 4,695,742 4,671,197 4,672,439
========== ========= ========== ==========
Net income $ 125,382 $ 81,119 $ 383,260 $ 445,199
========== ========= ========== ==========
Net income per share $ 0.03 $ 0.02 $ 0.08 $ 0.10
========== ========= ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE NEOGEN
CORPORATION FORM 10-QSB FOR THE QUARTER ENDED FEBRUARY 29, 1996 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB.
</LEGEND>
<CIK> 0000711377
<NAME> NEOGEN CORPORATION
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1995
<PERIOD-START> JUN-01-1995
<PERIOD-END> FEB-29-1996
<CASH> 2,070,194
<SECURITIES> 0
<RECEIVABLES> 2,356,955
<ALLOWANCES> 220,647
<INVENTORY> 3,839,248
<CURRENT-ASSETS> 8,332,694
<PP&E> 3,878,602
<DEPRECIATION> 2,526,376
<TOTAL-ASSETS> 12,368,048
<CURRENT-LIABILITIES> 2,540,569
<BONDS> 0
0
0
<COMMON> 728,874
<OTHER-SE> 8,359,969
<TOTAL-LIABILITY-AND-EQUITY> 12,368,048
<SALES> 9,353,068
<TOTAL-REVENUES> 9,490,834
<CGS> 4,177,957
<TOTAL-COSTS> 9,096,907
<OTHER-EXPENSES> (79,841)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 116,666
<INCOME-PRETAX> 409,660
<INCOME-TAX> 0
<INCOME-CONTINUING> 383,260
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 383,260
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
