UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended November 30, 2010.February 28, 2011.

or

For the transition period fromto

Commission file number 0-17988

Neogen Corporation

(Exact name of registrant as specified in its charter)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act):

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 DecemberMarch 1, 2010,2011, there were 23,115,00023,190,000 shares of Common Stock outstanding.

NEOGEN CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

NEOGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

See notes to interim consolidated financial statements

NEOGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

See notes to interim consolidated financial statements

NEOGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED)

See notes to interim consolidated financial statements

NEOGEN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

See notes to interim consolidated financial statements

NEOGEN CORPORATION AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (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 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 adjustments) considered necessary for a fair presentation have been included. The results of operations for the three and sixnine month periods ended November 30, 2010February 28, 2011 are not necessarily indicative of the results to be expected for the fiscal year ending May 31, 2011. For more complete financial information, these consolidated financial statements should be read in conjunction with the May 31, 2010 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, 2010.

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:

3. NET INCOME PER SHARE

The calculation of net income per share follows:

The Board of Directors declared a 3 for 2 stock split effective December 15, 2009. All share and per share amounts in this Form 10-Q reflect amounts as if the split took place at the beginning of the periods presented.

4. 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, foodborne bacteria, allergens and levels of general sanitation. The Animal Safety segment is primarily engaged in the production and marketing of products dedicated to animal health, including a complete line of consumable products marketed to veterinarians and animal health product distributors and provides genetic identification services. Additionally, the Animal Safety segment produces and markets rodenticides and disinfectants to assist in control of rodents and disease in and around agricultural, food production and other facilities.

Segment information as of and for the three months ended November 30,February 28, 2011 and 2010 and 2009 follows:

Segment information as of and for the sixnine months ended November 30,February 28, 2011 and 2010 and 2009 follows:

5. EQUITY COMPENSATION PLANS

Options are generally granted under the employee and director stock option plan for 5 years and become exercisable in varying installments. Certain non-qualified options are granted for 10 year periods. A summary of stock option activity during the sixnine months ended November 30, 2010February 28, 2011 follows:

During the three and sixnine month periods ended November 30,February 28, 2011 and 2010 and 2009 the Company recorded $564,000$584,000 and $525,000$544,000 and $1,240,000$1,824,000 and $1,050,000,$1,593,000, respectively of compensation expense related to its share-based awards.

The weighted-average fair value of stock options granted during 2011 and 2010, estimated on the date of grant using the Black-Scholes option pricing model was $8.60 and $6.35 respectively. The fair value of stock options granted was estimated using the following weighted-average assumptions.

The Company has 11,250 outstanding warrants that are exercisable for common stock. The warrants have lives of 5 years and were expensed at fair value upon issuance.

The Company has an Employee Stock Purchase plan that provides for employee stock purchases at a 5% discount to market. The discount is expensed as of the date of purchase.

6. NEW ACCOUNTING PRONOUNCEMENTS

Recent ASU’s issued by the FASB and guidance issued by the SEC did not, or are not currently believed by management to, have a material effect on the Company’s present or future consolidated financial statements.

7. BUSINESS AND PRODUCT LINE ACQUISITIONS

On December 1, 2009, the Company purchased the BioKits food safety allergen test kits business of Gen-Probe Incorporated. Consideration for the purchase, which was determined through arms length negotiations, approximated $6.5 million in cash and the assumption of trade accounts payable of $175,000. The preliminaryfinal allocation of the purchase price included net current assets of $770,000, fixed assets of $163,000 and intangible assets of $5,742,000.$5,522,000. The valuation of the identifiable intangible assets acquired business operates aswas based on management’s estimates, currently available information and reasonable and supportable assumptions. The allocation was generally based on the fair value of these assets determined using the income approach. These fair value measurements were based on significant inputs not observable in the market and thus represents a unit of Neogen’s food safety division. Principal products include allergen test kits.Level 3 fair value measurement. The acquisition has been integrated into the Food Safety segment.

On April 1, 2010, Neogen Corporation acquired GeneSeek, Inc. of Lincoln, Nebraska, a leading commercial agricultural genetic laboratory. GeneSeek’s technology employs high-resolution DNA genotyping for identity and trait analysis in a variety of important animal and agricultural plant species. Consideration for the purchase was $13,800,000 in cash and secondary payment obligations of up to $7,000,000. The preliminary allocation of the purchase price included accountsamounts receivable of $1,923,000, inventory of $1,212,000, fixed assets of $847,000, current liabilities of $600,000, deferred tax liabilities of $2,050,000, secondary payment liabilities of $3,583,000, based upon future operating results of the GeneSeek business until 2013 and is payable yearly over a three year measurement period, and the remainder to goodwill and other intangible assets (with estimated lives of 5-20 years). The secondary payment was measured at fair value, and is considered a level 3 fair value measurement under ASC 820-Fair Value Measurement and Disclosure, as it was based on unobservable inputs and involves management’s judgment. The acquisition has been integrated into the Animal Safety segment. The Company recorded a charge within other income (expense) of approximately $400,000$218,000 and $618,000 respectively for the sixthree and nine months ended November 30, 2010,February 28, 2011, representing the increase in fair value of the secondary payment liability. As of November 30, 2010,February 28, 2011, the balance of the secondary payment liability recorded was approximately $3,933,000. The acquisition will be integrated into the Animal Safety segment and is expected to be a strong synergistic fit.$4,202,000.

8. LONG TERM DEBT AND LIABILITIES

The Company maintains a financing agreement with a bank (no amounts drawn at November 30, 2010February 28, 2011 or May 31, 2010) providing for an unsecured revolving line of credit of $10,000,000. The interest rate is at LIBOR plus 100 basis points (rate under terms of the agreement was 1.25%1.26% at November 30, 2010)February 28, 2011). Financial covenants include maintaining specified levels of tangible net worth, debt service coverage, and funded debt to EBITDA, each of which the Company was in compliance with at November 30, 2010.February 28, 2011.

9. COMMITMENTS AND CONTINGENCIES

The Company is involved in environmental remediation and monitoring activities at its Randolph, Wisconsin manufacturing facility and accrues for related costs when such costs are determined to be probable and estimable. The Company is currently expensing annual costs of remediation of approximately $90,000. The Company’s estimated liability for this expense of $916,000 at November 30, 2010February 28, 2011 and May 31, 2010 is recorded within other long-termlong term liabilities in the consolidated balance sheet.

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.

10. STOCK PURCHASE

In December 2008, the Company’s Board of Directors authorized a program to purchase, subject to market conditions, up to 750,000 shares of the Company’s common stock. As of November 30, 2010,February 28, 2011, 74,684 cumulative shares had been purchased in negotiated and open market transactions for a total price, including commissions, of approximately $923,000. There werehave been no purchases in fiscal year 2011 orand there were none in 2010. Shares purchased under the program were retired.

PART I – FINANCIAL INFORMATION

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, accruals 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.

There have been no material changes to the critical accounting policies and estimates disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2010.

Results of Operations

Executive Overview

Neogen Corporation revenues increased by 25% in the secondthird quarter ended February 28, 2011 to $43.9$42.2 million and by 28%27% to $86.9$129.1 million for the six-monthnine-month period ended November 30, 2010February 28, 2011, each when compared to the same periods in the prior year. Food Safety revenues increased by 16%5% and 21% in15% for the comparative quarter and in the six-month periodnine-month periods ended November 30, 2010,February 28, 2011, respectively. Animal Safety revenues increased by 34%53% and 37% in42% for the quarter and in the six-month periodnine-month periods ended November 30, 2010,February 28, 2011, respectively. Exclusive of the revenues from the BioKits and GeneSeek acquisitions, and foreign currency effects overall revenues increased 10% and 13% in11% for the secondcomparative third quarter and year-to-date periods, respectively. Gross marginsmargin percents of sales decreased from 52.5% in51.6% for the November 2009February 2010 quarter to 51.2% in48.7% for the November 2010February 2011 quarter and decreased from 52.9%52.5% to 52.1%51.0% on a comparative year-to-date basis. The decrease in gross margins was primarily a principally result of less favorablethe impact of the GeneSeek operations, which have lower average gross margins, and to a lesser extent, changes in product mix. Operating marginsincome expressed as a percent of sales increased infor the comparative quarter and six-monthnine-month periods from 20.5%17.0% to 21.9%19.1% and from 21.0%19.6% to 22.1%21.1%, respectively. TheThese gains in operating income were the result of growth leverage and acquisitions as well asincreased revenues, continuing cost control efforts.efforts and the effect of lower operating expenses incurred at GeneSeek.

Revenues

Three and SixNine Months Ended November 30, 2010February 28, 2011 Compared to Three and SixNine Months Ended November 30, 2009February 28, 2010

Food Safety revenues increased 16%5% in the secondthird quarter and 21%15% for the first nine months of fiscal year 2011 (FY-11), compared to the same periods in the first six months of FY-11.prior year. Sales of Natural Toxin, Allergen and Drug Residue products increaseddecreased by 19% in2% for the quarter and increased by 21%13% year-to-date, in comparison with FY-10.fiscal year 2010 (FY-10). Exclusive of the BioKits acquisition, which occurred in December 2009, revenues increased by 10% and 15%11% in the quarter and sixnine month periods,period, in comparison with the same periodsperiod of the prior year. Mycotoxin second quarter revenue growth increased by 3% and 17% in the six month period, with difficult comparisons to FY-10, in which much of the United States had cool and often wet weather conditions during the summer months and fall harvest seasons resulting in a spike in the sales of these products. Revenues from Food Allergen tests continued their recent trend of growth with an overall increase of 87%16% in the secondthird quarter and 92%59% in the sixnine months ended November 2010 with strong organic growth combined with the effect ofFebruary 2011 due in part to the acquisition of the BioKits product lineline. Mycotoxin third quarter revenues decreased by 18% and increased by 4% in December 2009.the nine month period, following difficult comparisons to FY-10, in which much of the United States had weather conditions conducive to the production of the mycotoxin vomitoxin. Drug residue test kits revenue increased 11%12% in the quarter and 1%4% in the first sixnine months of FY-11 as revenues were affected by the strength of the US Dollar in foreign markets.FY-11. Bacteria and General Sanitation product revenues increased by 14% in20% for the quarter and increased by 18% infor the first sixnine months of FY-11, with moredue primarily to increased placements of Soleris capital equipment placements ininstruments and AccuPoint readers and the current year.associated sales of consumable diagnostic tests. Dehydrated Culture Media and Other product revenues increased by 11%2% and 26% in17% for the comparative quarter and in the six-monthnine-month periods, respectively. These revenue increases were broad based and continued a trend from the prior quarters.

Animal Safety revenues increased by 34%53% in the secondthird quarter and 37% in42% for the sixnine months ended November 30, 2010February 28, 2011 in comparison with the prior year. Excluding the revenues of the GeneSeek acquisition in April 2010, Animal Safety revenues increased 7%17% in both the quarter and 10% for the first sixnine months of FY-2011.FY-11. Life Sciences and Other

revenue increased by 9% in both17% and 12% for the quarter and sixnine months respectively. Revenue increases were broad based with increases from existing customers and new key accounts. Rodenticide and Disinfectant product revenues increased by 13% in49% for the quarter and by 8%19% on a year-to-date basis. Rodenticide and Disinfectant revenues growth included strong international sales increases in thecleaners and disinfectants, agronomics segment andproducts, as well as a well received fallstrong rodenticide program.program domestically. Veterinary Instrument and Other product revenues increaseddecreased by 2% and 7% infor the quarter and sixincreased by 4% for the nine months, respectively in comparison withwhen compared to the prior year. Increases wereyear periods. The nine-month increase was due to strong OEM and specialty needle revenues which rebounded from a slow first quarterand increased selling efforts to achieve 93% growthdistributors servicing customers involved in the second quarter.food animal production.

Gross margins, expressed as a percentage of sales, decreased from 52.5% to 51.2%51.6% in the secondthird quarter of FY-11 and from 52.9%2010 to 52.1%48.7% in the first six monthsthird quarter of FY-11.2011, and for the year to date declined from 52.5% in 2010 to 51.0% in 2011. This resulted principally from changesdecline in each comparative period is due primarily to lower gross margins generated by GeneSeek, which was purchased in April 2010, and, to a lesser extent, a shift in product mix that included atoward Animal Safety products, which have lower percentageaverage gross margin percentages than Food Safety products.

Primarily the result of diagnostic products in relation to overall revenues.

Operatingour strong cost control efforts, operating margins in the secondthird quarter increased from 20.5%17.0% to 21.9%19.1% and from 21.0%19.6% to 22.1%21.1% in the first sixnine months of sales in FY-11 as compared to the first six months ofwith FY-10. These increases resulted from increased operating leverage and continuing cost controls. Sales and marketing expenses as expressed as a percentage of revenues decreased from 18.2%20.1% to 17.1%16.7% in the secondthird quarter and decreased from 18.3%18.9% to 17.3%17.1% on a year-to-date basis. The decrease in sales and marketing as a percentage of revenues is the direct effect of the BioKits and GeneSeek acquisitions during the year that contributed revenue dollars without commensurate increase in distribution cost. General and administrative expenses decreased from 9.1%10.0% of revenues in FY-10 to 8.5%8.7% of revenues in the secondthird quarter of FY-11, and from 9.0%9.3% year-to-date in FY-10 to 8.7% on a year to date basis principally as a resultfor the first nine months of operating leverage.FY-11. The change in general and administrative expense, while an increase in absolute dollars of $523,000$286,000 in the quarter and $1,494,000$1,780,000 fiscal year-to-date, is partially due to the increased cost of compensation, employee stock options expense, amortization from acquired businesses and the cost of acquiring businesses with increased governmental licensing and regulatory affairs.affairs requirements, the cost of amortization of intangibles related to acquisitions and increased costs related to stock option expense. Research expense decreased $57,000increased $276,000 in absolute dollars in the secondthird quarter and increased by $277,000$553,000 for the first sixnine months of FY-11, but decreased as a percent of revenues from 4.8%4.5% to 3.7%4.3% in the secondthird fiscal quarter and from 4.7%4.6% to 4.0%4.1% in comparison with the six-month periods. While these expenses vary on a quarter to quarter basis depending on the timing of new projects and the completion of existing projects, managementnine-month period. Management expects that research and development efforts will be in the 4-5% range between 4% to 5% in support ofthe existing products and to increase the supply of future products.

Financial Condition and Liquidity

Proceeds of $4,871,000 were realized withFor the exercise of 481,000 stock options and warrants and the issuance of 9,000 shares under the Employee Stock Purchase Plan during the six monthsyear-to-date period ended November 30, 2010. Despite increases in revenues, accounts receivable increased only $215,000 in the first six months of FY-11, due to continued strong collection efforts. Despite increased operations to support increased revenues, inventories decreased by $213,000 in the six-month period under regimented inventory reduction and control efforts. $19,559,000February 28, 2011, $23,961,000 of cash was generated from operations, Inflationprimarily from net income. Despite the 27% increase in revenues for the year to date, working capital requirements have been minimal. Accounts receivable balances have only increased by $2,026,000 or 7%, due primarily to concerted management efforts to monitor and changing prices do not generallyreduce days sales outstanding. Inventories at February 28, 2011 increased by $81,000 compared to May 31, 2010 balances, as numerous systems and procedures have a material effect on operations. As of November 30, 2010, Cashbeen put in place by management to control inventory balances and increase inventory turnover. At February 28, 2011, cash and cash equivalents consisted of funds used to support current operations and certificates of deposit and top tier commercial paper with maturities of 90 days or less. Management believes that the Company’s existing cash balances at November 30, 2010, along with available borrowings under its credit facilityHistorically, inflation and cash expected to be generated from future operations, will be sufficient to fund operating needs and acquisition activities for the foreseeable future. However, cash needs are contingentchanging prices have not had a material effect on future events many of which cannot be predicted. Accordingly, the Company may be required to issue equity securities or enter into other financing arrangements for a portion of its future financing needs.operations.

PART I – FINANCIAL INFORMATION

The Company has interest rate and foreign exchange rate risk exposure and no long-term fixed rate investments or borrowings. Primary interest rate risk is due to potential fluctuations of exposure to interest rates for variable rate borrowings.

Foreign exchange risk exposure arises because the Company markets and sells its products throughout the world. It therefore could be affected by weak economic conditions in foreign markets that could reduce demand for its products. Additionally, revenues in certain foreign countries as well as certain expenses related to those revenues are transacted in currencies other than the U.S. Dollar. The Company’s operating results are primarily exposed to changes in exchange rates between the U.S. Dollar, the British Pound Sterling and the Euro. When the U.S. Dollar weakens against foreign currencies, the dollar value of revenues denominated in foreign currencies increases. When the U.S. Dollar strengthens, the opposite situation occurs. Additionally, previously recognized revenues in the course of collection can be affected positively or negatively by changes in exchange rates. The Company uses derivative financial instruments to help manage the economic impact of fluctuations in certain currency exchange rates. These contracts are adjusted to fair value through earnings.

Neogen has assets, liabilities and operations outside of the United States thatwhich are located in Scotland, Brazil and Mexico where the functional currency is the British Pound Sterling, Brazilian Real and Mexican Peso, respectively. The Company’s investmentinvestments in its foreign subsidiaries are considered to be long-term.

PART I – FINANCIAL INFORMATION

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 November 30, 2010February 28, 2011 was carried out under the supervision and with the participation of the Company’s management, including the Chairman & Chief Executive Officer and the Vice President & Chief Financial Officer (“the Certifying Officers”). Based on the evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Controls Over Financial Reporting –

There was no change to the Company’s internal control over financial reporting during the quarter ended November 30, 2010February 28, 2011 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. For purposes of this evaluation, the impact of the acquisition of GeneSeek, Inc. which closed on April 1, 2010, on ourthe Company’s internal controls over financial reporting has been excluded.

PART II – OTHER INFORMATION

The Company is subject to certain legal and other proceedings in the normal course of business. In the opinion of management, the outcome of these matters will not have a material effect on its future results of operations or financial position.

(a) Exhibit Index

Items 1A, 2, 3, 4, and 5 are not applicable or removed or reserved and have been omitted.

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.

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