Via Facsimile and U.S. Mail
Mail Stop 03-09
April 13, 2005
Mr. James L. Herbert
President, Chief Executive Officer, Director
Neogen Corporation
620 Lesher Place
Lansing, Michigan 48912
Re: Neogen Corporation
Form 10-K for the fiscal year ended May 31, 2004
File No. 000-17988
Dear Mr. Herbert:
We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. Where our comments call for disclosure,
we
think you should revise your document in response to these
comments
in future filings beginning with your Form 10-K for the fiscal
year
ended May 31, 2005. In a supplemental letter, please either
confirm
that you will comply with these comments in future filings or, if
you
disagree, we will consider your explanation as to why our comments
are inapplicable or a revision is unnecessary. In one of our
comments, we ask you to provide us with supplemental information
so
we may better understand your disclosure. Please provide us this
letter, that keys your responses to our comments, within 10
business
days of the date of this letter or tell us when you will provide a
response prior to the expiration of the 10-day period. Detailed
letters greatly facilitate our review. Please file your letter on
EDGAR under the form type label CORRESP. Please understand that
we
may have additional comments after reviewing your responses to our
comment.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the year ended May 31, 2004
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Critical Accounting Policies and Estimates
Revenue Recognition, page 16
1. We acknowledge your existing disclosures in MD&A and Notes to
the
Consolidated Financial Statements for your revenue recognition
policy
and sales allowances that reduce gross revenue, such as product
returns and any other significant discounts and allowances. We
believe that your disclosures could be improved as follows:
a) Disclose the nature and amount of each accrual (e.g. product
returns and any other significant discounts and allowances) at the
balance sheet date and the effect that could result from using
other
reasonably likely assumptions than what you used to arrive at each
accrual, such as a range of reasonably likely amounts or other
type
of sensitivity analysis.
b) Disclose the factors that you consider in estimating each
accrual
such as historical return of products, levels of inventory in the
distribution channel, estimated remaining shelf life, price
changes
from competitors and introductions of new products.
c) To the extent that information you consider in b) is
quantifiable,
disclose both quantitative and qualitative information and discuss
to
what extent information is from external sources (e.g., end-
customer
demand, third-party market research data comparing wholesaler
inventory levels to end-customer demand). For example, in
discussing
your estimate of product that may be returned, consider disclosing
and discussing, preferably by product and in tabular format, the
total amount of product (in sales dollars) that could be
potentially
be returned as of the balance sheet date and disaggregated by
expiration period.
d) If applicable, discuss any shipments to distributors made as a
result of incentives and/or in excess of your distributors`
ordinary
course of business inventory level. Discuss your revenue
recognition
policy for such shipments.
e) You should consider disclosing a roll forward of the liability
for
each estimate for each period presented showing the following:
* Beginning balance,
* Current provision related to sales made in current period,
* Current provision related to sales made in prior periods,
* Actual returns or credits in current period related to sales
made
in current period,
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending balance.
f) In your discussion of results of operations for the period to
period revenue comparisons, discuss the amount of and reason for
fluctuations for each type of reduction of gross revenue including
the effect that changes in your estimates of these items had on
your
revenues and operations.
Notes to Consolidated Financial Statements
Summary of Accounting Policies - Goodwill and Intangibles Assets,
page F-7
2. We acknowledge your disclosure that intangible assets are
amortized on a straight-line basis over five to twenty years. We
also acknowledge, in "Note 2 Goodwill and Other Intangible Assets"
on
page F-10, that approximately half of the intangibles assets are
related to customer relationships. In this regard, please tell us
why you believe amortizing your customer relationships on a
straight-
line basis is appropriate.
* * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Christine Allen, Staff Accountant, at (202)
824-5533 or Oscar Young, Senior Staff Accountant, at (202) 942-
2902
if you have questions regarding the comments. In this regard, do
not
hesitate to contact me, at (202) 942-1803.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant
??
??
??
??
James L. Herbert
Neogen Corporation
Page 1