EXHIBIT 99.2
NEOGEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MAY 31, 2003
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| | | Historical
| | | Pro Forma
Adjustments
| | | Combined
|
| | | Neogen
| | HACCO
| | Hess &
Clark
| | | |
| | | (in thousands) |
Net Sales | | $ | 46,488 | | $ | 8,242 | | $ | 2,504 | | | $ | — | | | $ | 57,234 |
Costs of Goods Sold | | | 21,763 | | | 6,034 | | | 1,952 | (a) | | | 20 | | | | 29,769 |
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Gross Margin | | | 24,725 | | | 2,208 | | | 552 | | | | (20 | ) | | | 27,465 |
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Sales, General and Administrative | | | 17,940 | | | 735 | | | 552 | (a) | | | 20 | | | | 19,247 |
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Operating Income | | | 6,785 | | | 1,473 | | | — | | | | (40 | ) | | | 8,218 |
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Other Income (Expense) | | | 488 | | | — | | | — | (b) | | | (161 | ) | | | 328 |
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Income Before Income Taxes | | | 7,273 | | | 1,473 | | | — | | | | (201 | ) | | | 8,546 |
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Income Taxes | | | 2,486 | | | — | | | — | (c) | | | 439 | | | | 2,925 |
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Net Income (Loss) | | $ | 4,787 | | $ | 1,473 | | $ | — | | | $ | (640 | ) | | $ | 5,620 |
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Diluted Net Income per Share (based on 7,985,000 average shares outstanding) | | | | | | | | | | | | | | | | $ | 0.70 |
HACCO AND HESS & CLARK SALES, GENERAL AND ADMINISTRATIVE EXPENSES IN THIS PRO FORMA STATEMENT REPRESENT DIRECT EXPENSES REPORTED BY THE FORMER OWNER AND ARE NOT NECESSARILY INDICATIVE OF EXPENSES THAT WILL BE INCURRED BY THE HACCO AND HESS & CLARK FOLLOWING THE ACQUISITION BY NEOGEN.
| (a) | give recognition to amortization of intangibles and additional depreciation to property and equipment |
| (b) | eliminate interest earned ($98) and provide for interest on borrowed funds ($63) |
| (c) | provision for income taxes was not made in the Historical HACCO and Hess & Clark financial statements. Provision is made for taxes at Neogen’s statutory rates ($501), reduced by the tax effect of the depreciation and interest pro forma adjustments ($62) |
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NEOGEN CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2003
| | | | | | | | | | | | | | | | | |
| | | Historical
| | | Pro Forma
Adjustments
| | | Combined
|
| | | Neogen
| | HACCO
| | Hess &
Clark
| | | |
| | | (in thousands) |
Net Sales | | $ | 25,479 | | $ | 5,057 | | $ | 1,343 | | | $ | — | | | $ | 31,879 |
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Costs of Goods Sold | | | 12,216 | | | 3,702 | | | 1,047 | (a) | | | 10 | | | | 16,975 |
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Gross Margin | | | 13,263 | | | 1,355 | | | 296 | | | | (10 | ) | | | 14,904 |
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Sales, General and Administrative | | | 9,109 | | | 368 | | | 277 | (a) | | | 10 | | | | 9,764 |
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Operating Income | | | 4,154 | | | 987 | | | 19 | | | | (20 | ) | | | 5,140 |
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Other Income (Expense) | | | 172 | | | — | | | — | (b) | | | (73 | ) | | | 99 |
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Income Before Income Taxes | | | 4,326 | | | 987 | | | 19 | | | | (93 | ) | | | 5,239 |
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Income Taxes | | | 1,481 | | | — | | | — | (c) | | | 316 | | | | 1,797 |
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Net Income (Loss) | | $ | 2,845 | | $ | 987 | | $ | 19 | | | $ | (409 | ) | | $ | 3,442 |
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Diluted Net Income per Share (based on 8,302,000 average shares outstanding) | | | | | | | | | | | | | | | | $ | 0.41 |
HACCO AND HESS & CLARK SALES, GENERAL AND ADMINISTRATIVE EXPENSES IN THIS PRO FORMA STATEMENT REPRESENT DIRECT EXPENSES REPORTED BY THE FORMER OWNER AND ARE NOT NECESSARILY INDICATIVE OF EXPENSES THAT WILL BE INCURRED BY THE HACCO AND HESS & CLARK FOLLOWING THE ACQUISITION BY NEOGEN.
| (a) | give recognition to amortization of intangibles and additional depreciation to property and equipment |
| (b) | eliminate interest earned ($43) and provide for interest on borrowed funds ($30) |
| (c) | provision for income taxes was not made in the Historical HACCO and Hess & Clark financial statements. Provision is made for taxes at Neogen’s statutory rates ($342), reduced by the tax effect of the depreciation and interest pro forma adjustments ($26) |
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