NEOGEN CORP [NEOG] Filings

10-Q 1 neog-20240831.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2024.

☐ TRANSITION REPORT PURSUANT TO 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 registrant as specified in its charter)

    Michigan

    38-2367843

    (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)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

    Title of each Class
 
    Trading
Symbol(s)
 
    Name of each exchange
on which registered

    Common Stock, $0.16 par value per share

    NEOG

    NASDAQ Global Select Market

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 ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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 ☒

As of August 31, 2024 there were 216,698,138 shares of Common Stock outstanding.

NEOGEN CORPORATION

TABLE OF CONTENTS


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Interim Condensed Consolidated Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets – August 31, 2024 and May 31, 2024	2
	Condensed Consolidated Statements of Operations – three months ended August 31, 2024 and August 31, 2023	3
	Condensed Consolidated Statements of Comprehensive (Loss) Income – three months ended August 31, 2024 and August 31, 2023	4
	Condensed Consolidated Statements of Equity – three months ended August 31, 2024 and August 31, 2023	5
	Condensed Consolidated Statements of Cash Flows – Three months ended August 31, 2024 and August 31, 2023	6
	Notes to Interim Condensed Consolidated Financial Statements – August 31, 2024	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 5.	Other Information	26
Item 6.	Exhibits	27

SIGNATURES		28

	CEO Certification

	CFO Certification

	Section 906 Certification

PART I – FINANCIAL INFORMATION

Item 1. Interim Condensed Consolidated Financial Statements

Neogen Corporation

Condensed Consolidated Balance Sheets

(in thousands, except shares)


	August 31, 2024			May 31, 2024
Assets	(unaudited)
Current Assets
Cash and cash equivalents	$	120,477		$	170,611
Marketable securities		—			325
Accounts receivable, net of allowance of $4,137 and $4,140		167,639			173,005
Inventories
Raw materials		77,217			78,799
Work-in-process		12,593			10,990
Finished goods		125,995			111,839
		215,805			201,628
Less inventory reserve		(17,209	)		(12,361	)
Inventories, net		198,596			189,267
Prepaid expenses and other current assets		53,938			56,025
Total Current Assets		540,650			589,233
Net Property and Equipment		300,971			277,104
Other Assets
Right of use assets		14,311			14,785
Goodwill		2,137,494			2,135,632
Intangible assets, net		1,489,751			1,511,653
Other non-current assets		19,996			20,426
Total Assets	$	4,503,173		$	4,548,833
Liabilities and Stockholders’ Equity
Current Liabilities
Current portion of finance lease	$	2,651		$	2,447
Accounts payable		61,464			83,061
Accrued compensation		15,803			19,949
Income tax payable		11,102			10,449
Accrued interest		3,554			10,985
Deferred revenue		5,635			4,632
Other current liabilities		22,480			22,800
Total Current Liabilities		122,689			154,323
Deferred Income Tax Liability		317,574			326,718
Non-Current Debt		889,129			888,391
Other Non-Current Liabilities		38,589			35,259
Total Liabilities		1,367,981			1,404,691
Commitments and Contingencies (note 7)
Equity
Preferred stock, $1.00 par value, 100,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.16 par value, 315,000,000 shares authorized, 216,698,138 and 216,614,407 shares issued and outstanding		34,672			34,658
Additional paid-in capital		2,588,930			2,583,885
Accumulated other comprehensive loss		(31,421	)		(30,021	)
Retained earnings		543,011			555,620
Total Stockholders’ Equity		3,135,192			3,144,142
Total Liabilities and Stockholders’ Equity	$	4,503,173		$	4,548,833

The accompanying notes are an integral part of these condensed consolidated financial statements.

Neogen Corporation

Condensed Consolidated Statements of Operations (unaudited)

(in thousands, except shares)


	Three months ended August 31,
	2024			2023
Revenues
Product revenues	$	192,518		$	204,401
Service revenues		24,446			24,586
Total Revenues		216,964			228,987
Cost of Revenues
Cost of product revenues		97,836			96,959
Cost of service revenues		14,202			15,267
Total Cost of Revenues		112,038			112,226
Gross Profit		104,926			116,761
Operating Expenses
Sales and marketing		45,799			45,783
General and administrative		51,671			45,121
Research and development		5,199			6,722
Total Operating Expenses		102,669			97,626
Operating Income		2,257			19,135
Other Expense
Interest income		993			1,790
Interest expense		(18,615	)		(18,456	)
Other, net		(244	)		(806	)
Total Other Expense		(17,866	)		(17,472	)
(Loss) Income Before Taxes		(15,609	)		1,663
Income Tax (Benefit) Expense		(3,000	)		160
Net (Loss) Income	$	(12,609	)	$	1,503
Net (Loss) Earnings Per Share
Basic	$	(0.06	)	$	0.01
Diluted	$	(0.06	)	$	0.01
Weighted Average Shares Outstanding
Basic		216,695,348			216,309,084
Diluted		216,695,348			216,846,106

The accompanying notes are an integral part of these condensed consolidated financial statements.

Neogen Corporation

Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited)

(in thousands)


	Three months ended August 31,
	2024			2023
Net (loss) income	$	(12,609	)	$	1,503
Other comprehensive (loss) income
Foreign currency translation gain		2,459			3,223
Unrealized gain on marketable securities (1)		—			576
Unrealized (loss) gain on derivative instruments (2)		(3,859	)		2,956
Other comprehensive (loss) income, net of tax:		(1,400	)		6,755
Total comprehensive (loss) income	$	(14,009	)	$	8,258

(1) Amounts are net of tax of $183 during the three months ended August 31, 2023.

(2) Amounts are net of tax of $(926) and $933 during the three months ended August 31, 2024 and 2023, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Neogen Corporation

Condensed Consolidated Statements of Equity (unaudited)

(in thousands, except shares)


					Additional		Accumulated Other
	Common Stock				Paid-in		Comprehensive			Retained
	Shares		Amount		Capital		Loss			Earnings			Total
May 31, 2024		216,614,407	$	34,658	$	2,583,885	$	(30,021	)	$	555,620		$	3,144,142
Exercise of options, RSUs and share-based compensation expense		4,854		1		4,017		—			—			4,018
Issuance of shares under employee stock purchase plan		78,877		13		1,028		—			—			1,041
Net loss		—		—		—		—			(12,609	)		(12,609	)
Other comprehensive loss		—		—		—		(1,400	)		—			(1,400	)
August 31, 2024		216,698,138	$	34,672	$	2,588,930	$	(31,421	)	$	543,011		$	3,135,192


							Accumulated
					Additional		Other
	Common Stock				Paid-in		Comprehensive			Retained
	Shares		Amount		Capital		Loss			Earnings		Total
May 31, 2023		216,245,501	$	34,599	$	2,567,828	$	(33,251	)	$	565,041	$	3,134,217
Exercise of options, RSUs and share-based compensation expense		2,591		—		2,661		—			—		2,661
Issuance of shares under employee stock purchase plan		62,490		11		1,028		—			—		1,039
Net income		—		—		—		—			1,503		1,503
Other comprehensive income		—		—		—		6,755			—		6,755
August 31, 2023		216,310,582	$	34,610	$	2,571,517	$	(26,496	)	$	566,544	$	3,146,175

The accompanying notes are an integral part of these condensed consolidated financial statements.

Neogen Corporation

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)


	Three months ended August 31,
	2024			2023
Cash Flows (used for) provided by Operating Activities
Net (loss) income	$	(12,609	)	$	1,503
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization		29,800			28,734
Deferred income taxes		(9,119	)		998
Share-based compensation		3,982			2,638
Loss on disposal of property and equipment		77			—
Amortization of debt issuance costs		860			860
Other		(261	)		—
Change in operating assets and liabilities, net of business acquisitions:
Accounts receivable, net		4,796			16,242
Inventories, net		(9,939	)		(6,304	)
Prepaid expenses and other current assets		(1,733	)		(12,925	)
Accounts payable and accrued liabilities		(15,881	)		4,980
Interest expense accrual		(7,431	)		(7,711	)
Change in other non-current assets and non-current liabilities		(456	)		(6,006	)
Net Cash (used for) provided by Operating Activities		(17,914	)		23,009
Cash Flows used for Investing Activities
Purchases of property, equipment and other non-current intangible assets		(38,433	)		(30,630	)
Proceeds from the maturities of marketable securities		325			21,905
Proceeds from the sale of property and equipment and other		4,446			41
Net Cash used for Investing Activities		(33,662	)		(8,684	)
Cash Flows provided by Financing Activities
Exercise of stock options and issuance of employee stock purchase plan shares		1,077			1,062
Repayment of long-term debt and finance lease		(98	)		—
Net Cash provided by Financing Activities		979			1,062
Effects of Foreign Exchange Rate on Cash		463			205
Net (Decrease) Increase in Cash and Cash Equivalents		(50,134	)		15,592
Cash and Cash Equivalents, Beginning of Year		170,611			163,240
Cash and Cash Equivalents, End of Year	$	120,477		$	178,832

The accompanying notes are an integral part of these condensed consolidated financial statements.

NEOGEN CORPORATION

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Dollar amounts in thousands except shares)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS

Neogen Corporation and subsidiaries ("Neogen," "we," "our" or the "Company") develop, manufacture and market a diverse line of products and services dedicated to food and animal safety. Our Food Safety segment consists primarily of diagnostic test kits and complementary products (e.g., culture media) sold to food producers and processors to detect dangerous and/or unintended substances in human food and animal feed, such as foodborne pathogens, spoilage organisms, natural toxins, food allergens, genetic modifications, ruminant by-products, meat speciation, drug residues, pesticide residues and general sanitation concerns. The majority of the test kits are disposable, single-use, immunoassay and DNA detection products that rely on proprietary antibodies and RNA and DNA testing methodologies to produce rapid and accurate test results. Our expanding line of food safety products also includes genomics-based diagnostic technology, and advanced software systems that help testers objectively analyze and store, as well as perform analysis on, their results from multiple locations over extended periods.

Neogen’s Animal Safety segment is engaged in the development, manufacture, marketing and distribution of veterinary instruments, pharmaceuticals, vaccines, topicals, parasiticides, diagnostic products, cleaners, biosecurity products and genomics testing services for the worldwide animal safety market. The majority of these consumable products are marketed through veterinarians, retailers, livestock producers and animal health product distributors. Our line of drug detection products is sold worldwide for the detection of abused and therapeutic drugs in animals and animal products, and has expanded into the workplace and human forensic markets.

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying unaudited condensed consolidated financial statements include the accounts of Neogen and its wholly owned subsidiaries and 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 our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the results of the interim period have been included in the accompanying unaudited condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. The results of operations during the three months ended August 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2025. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

New Accounting Pronouncements Not Yet Adopted

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments. The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit and loss. The amendments also require disclosure of all other segment items by reportable segment and a description of its composition. Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We expect to adopt this guidance for our fiscal year 2025 annual reporting and are currently finalizing our assessment of the impact that this standard will have on our segment disclosures.

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands disclosures in an entity’s income tax rate reconciliation table and disclosures regarding cash taxes paid both in the U.S. and foreign jurisdictions. The update will be effective for annual periods beginning after December 15, 2024. This guidance becomes effective for our fiscal year 2026 annual reporting. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.

2. REVENUE RECOGNITION

The Company derives revenue from two primary sources—product revenue and service revenue.

Product revenue consists of shipments of:

•

Diagnostic test kits, culture media and related products used by food producers and processors to detect harmful natural toxins, foodborne bacteria, allergens and levels of general sanitation;

•

Consumable products marketed to veterinarians, retailers, livestock producers and animal health product distributors; and

•

Biosecurity products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities.

Revenues for our products are recognized and invoiced when the product is shipped to the customer.

Service revenue consists primarily of:

•

Genomic identification and related interpretive bioinformatic services;

•

Neogen Analytics; and

•

Other commercial laboratory services.

Revenues for Neogen’s genomics and commercial laboratory services are recognized and invoiced when the applicable laboratory service is performed and the results are conveyed to the customer.

Payment terms for products and services are generally 30 to 60 days.

Contract liabilities represent deposits made by customers before the satisfaction of performance obligation(s) and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer, the liability for the customer deposit is relieved and revenue is recognized. These customer deposits are recorded within deferred revenue on the condensed consolidated balance sheets. Changes in the balances relate primarily to sales of the Company's genomics services.

The following table summarizes contract liabilities by period:


	Three months ended August 31,
	2024			2023

Beginning balance	$	4,632		$	4,616
Additions		3,078			1,857
Amounts recognized into revenue		(2,075	)		(2,684	)
Ending balance	$	5,635		$	3,789

The following table presents disaggregated revenue by major product and service categories during the three months ended August 31, 2024 and August 31, 2023:


	Three months ended August 31,
	2024		2023
Food Safety
Natural Toxins & Allergens	$	20,376	$	22,268
Bacterial & General Sanitation		39,899		45,224
Indicator Testing, Culture Media & Other		81,703		81,886
Biosecurity Products		11,779		11,090
Genomics Services		5,588		5,810
	$	159,345	$	166,278
Animal Safety
Life Sciences	$	1,733	$	1,661
Veterinary Instruments & Disposables		12,523		12,932
Animal Care & Other		6,679		8,175
Biosecurity Products		20,806		22,686
Genomics Services		15,878		17,255
		57,619		62,709
Total Revenues	$	216,964	$	228,987

3. NET (LOSS) INCOME PER SHARE

Basic net (loss) income per share was computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share was computed using the treasury stock method by dividing net (loss) income by the weighted average number of shares of common stock outstanding.

The calculation of net (loss) income per share follows:


	Three months ended August 31,
	2024			2023
Numerator for basic and diluted net (loss) income per share:
Net (loss) income attributable to Neogen	$	(12,609	)	$	1,503
Denominator for basic net (loss) income per share:
Weighted average shares		216,695,348			216,309,084
Effect of dilutive stock options and RSUs		—			537,022
Denominator for diluted net (loss) income per share		216,695,348			216,846,106
Net (loss) income per share:
Basic	$	(0.06	)	$	0.01
Diluted	$	(0.06	)	$	0.01

Due to the net loss reported for the three months ended August 31, 2024, the dilutive stock options and RSUs were anti-dilutive. As of August 31, 2023, 45,000 shares were excluded from the calculation of diluted net income per share, because the inclusion of such securities in the calculation would have been anti-dilutive.

4. SEGMENT INFORMATION AND GEOGRAPHIC DATA

The Company has two reportable segments: Food Safety and Animal Safety. The Food Safety segment is primarily engaged in the development, production and marketing of 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 development, production and marketing of products dedicated to animal safety, including a complete line of consumable products marketed to veterinarians and animal health product distributors. This segment also provides genomic identification and related interpretive bioinformatic services. Additionally, the Animal Safety segment produces and markets biosecurity products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities.

Many of our international operations originally focused on the Company’s food safety products, and each of these units reports through the Food Safety segment. In recent years, these operations have expanded to offer the Company’s complete line of products and services, including those usually associated with the Animal Safety segment such as cleaners, biosecurity products, veterinary instruments and genomics services. These additional products and services are managed and directed by existing management and are reported through the Food Safety segment.

Segment information follows:


	Food Safety		Animal Safety		Corporate and Eliminations (1)			Total
As of and during the three months ended August 31, 2024
Product revenues to external customers	$	150,777	$	41,741	$	—		$	192,518
Service revenues to external customers		8,568		15,878		—			24,446
Total revenues to external customers	$	159,345	$	57,619	$	—		$	216,964
Operating income (loss)	$	17,905	$	2,589	$	(18,237	)	$	2,257
Total assets	$	4,056,444	$	342,077	$	104,652		$	4,503,173

As of and during the three months ended August 31, 2023
Product revenues to external customers	$	158,947	$	45,454	$	—		$	204,401
Service revenues to external customers		7,331		17,255		—			24,586
Total revenues to external customers	$	166,278	$	62,709	$	—		$	228,987
Operating income (loss)	$	22,241	$	8,356	$	(11,462	)	$	19,135
Total assets	$	3,983,553	$	338,297	$	239,255		$	4,561,105

(1)

Includes corporate assets, including cash and cash equivalents, current and deferred tax accounts and overhead expenses not allocated to specific business segments. Also includes the elimination of intersegment transactions.

The following table presents the Company’s revenue disaggregated by geographic location:


	Three months ended August 31,
	2024		2023
Domestic	$	104,383	$	111,068
International		112,581		117,919
Total revenue	$	216,964	$	228,987

5. BUSINESS COMBINATIONS

The condensed consolidated statements of operations reflect the results of operations for business acquisitions since the respective dates of purchase. All are accounted for using the acquisition method. Goodwill recognized in the acquisitions discussed below relates primarily to enhancing the Company’s strategic platform for the expansion of available product offerings.

Fiscal 2023

Corvium Acquisition

In February 2023, the Company acquired certain assets as part of an asset purchase agreement with Corvium, Inc., a partner and supplier within the Company's software analytics platform. This acquisition, which primarily includes the software technology, advances the Company's food safety data analytics strategy. The purchase price consideration was $24,067, which included $9,004 held in escrow. In the first quarter of fiscal 2024, $8,000 of the escrow balance was released to Corvium, Inc. In the third quarter of fiscal 2024, the remaining escrow balance was released to Corvium, Inc. This transaction is a business combination and was accounted for using the acquisition method.

There also is the potential for performance milestone payments of up to $8,500 based on successful implementation of the software service at customer sites and sale of licenses. As a result, the Company has recorded contingent liabilities of $930 as part of the opening balance sheet within other non-current liabilities, as shown below. In fiscal year 2024, the first milestone period occurred, resulting in no performance milestone payment.

In the first quarter of fiscal 2024, the Company recorded an increase to intangible assets of $100, based on finalization of a third-party advisor's valuation work and fair value estimates. The goodwill recorded as part of this transaction, which is fully deductible for tax purposes, includes value associated with profits earned from data management solutions that can be offered to existing customers and the expertise and reputation of the assembled workforce. These values are Level 3 fair value measurements.

The final purchase price allocation, based upon the fair value of these assets acquired and liabilities assumed, which was determined using the income approach, is summarized in the following table:


Prepaids and other current assets	$	66
Property, plant and equipment		13
Intangible assets		10,280
Deferred revenue		(1,827	)
Adjustment of annual license prepaid		(419	)
Other non-current liabilities		(930	)
Total identifiable assets and liabilities acquired		7,183
Goodwill		16,884
Total purchase consideration	$	24,067

For each completed acquisition listed above, the revenues and net income were not considered material and were therefore not disclosed.

3M Food Safety Transaction

In September 2022, Neogen, 3M, and Neogen Food Safety Corporation, formerly named Garden SpinCo, a subsidiary created to carve out 3M’s FSD, closed on a transaction combining 3M’s FSD with Neogen in a Reverse Morris Trust transaction and Neogen Food Safety Corporation became a wholly owned subsidiary of Neogen (“FSD transaction”). Immediately following the FSD transaction, pre-merger Neogen Food Safety Corporation stockholders owned, in the aggregate, approximately 50.1% of the issued and outstanding shares of Neogen common stock and pre-merger Neogen shareholders owned, in the aggregate, approximately 49.9% of the issued and outstanding shares of Neogen common stock. This transaction is a business combination and was accounted for using the acquisition method.

The purchase price consideration for the 3M FSD was $3.2 billion, net of customary purchase price adjustments and transaction costs, which consisted of 108,269,946 shares of Neogen common stock issued on closing with a fair value of $2.2 billion and non-cash consideration of $1 billion, funded by the additional financing obtained by Garden SpinCo and assumed by the Company as part of the transaction.

In the first quarter of fiscal 2024, the Company recorded adjustments to goodwill and intangible assets, based on third-party advisor's valuation work and fair value estimates, resulting in an increase to goodwill and a decrease to the intangible assets balance. The Company also recorded adjustments to deferred tax liabilities, which increased the balance, based on finalization of entity income tax provisions. The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets of $1.97 billion was recorded as goodwill, of which $1.92 billion is not deductible for tax purposes. Goodwill includes value associated with profits earned from market and expansion capabilities, expected synergies from integration and streamlining operational activities, the expertise and reputation of the assembled workforce and other intangible assets that do not qualify for separate recognition. These values are Level 3 fair value measurements.

The final purchase price allocation, based upon the fair value of these assets acquired and liabilities assumed, which was determined using the income approach, is summarized in the following table:


Cash and cash equivalents	$	319
Inventories		18,403
Other current assets		14,855
Property, plant and equipment		25,832
Intangible assets		1,559,805
Right of use asset		882
Lease liability		(885	)
Deferred tax liabilities		(352,636	)
Other liabilities		(2,832	)
Total identifiable assets and liabilities acquired		1,263,743
Goodwill		1,974,870
Total purchase consideration	$	3,238,613

6. INCOME TAXES

Income tax benefit was $3,000 during the three months ended August 31, 2024. Income tax expense was $160 during the three months ended August 31, 2023. The net tax benefit for the quarter is primarily related to pre-tax losses due to amortization expense and interest expense from the 3M FSD acquisition. The Organization for Economic Cooperation and Development (“OECD”) Pillar 2 global minimum tax rules, which generally provide for a minimum effective tax rate of 15%, are intended to apply for tax years beginning in 2024. The Company is closely monitoring developments and evaluating the impact these new rules will have on our tax rate, including eligibility to qualify for certain safe harbors. Where no safe harbor is met, The Company has included in its income tax benefit during the three months ended August 31, 2024, a forecasted amount of top-up tax for its foreign subsidiaries as required under the applicable rules of the countries that have adopted the Pillar Two directives.

The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of August 31, 2024 and May 31, 2024 were $3,288 and $2,739, respectively. Increases in unrecognized tax benefits are primarily associated with the acquired 3M FSD, including positions for transfer pricing and research and development credits.

7. 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 currently utilizes a pump and treat remediation strategy, which includes semi-annual monitoring and reporting, consulting, and maintenance of monitoring wells. These annual remediation costs are expensed and have ranged from $38 to $131 per year over the past five years. The Company’s estimated remaining liability for these costs is $916 as of both August 31, 2024 and May 31, 2024, measured on an undiscounted basis over an estimated period of 15 years. In fiscal 2019, the Company performed an updated Corrective Measures Study on the site, per a request from the Wisconsin Department of Natural Resources ("WDNR"), and is currently working with the WDNR regarding potential alternative remediation strategies going forward. The Company believes that the current pump and treat strategy is appropriate for the site. In fiscal 2022, in collaboration with the WDNR, the Company initiated an in-situ chemical remediation pilot study, which ran over a two-year period. The results of this study were submitted to the WDNR as part of our standard annual report. If the WDNR were to require a change from the current pump and treat remediation strategy, this change could result in an increase in future costs and, ultimately, an increase in the currently recorded liability, with an offsetting charge to operations in the period recorded. The Company has recorded $100 as a current liability as of August 31, 2024, and the remaining $816 is recorded in other non-current liabilities in the condensed consolidated balance sheets.

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

8. DERIVATIVES AND FAIR VALUE

Derivatives

The Company operates on a global basis and is exposed to the risk that its financial condition, results of operations and cash flows could be adversely affected by changes in foreign currency exchange rates and changes in interest rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, the Company enters into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions and has also entered into interest rate swap contracts as a hedge against changes in interest rates. The Company has established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities. On the date the derivative is established, the Company designates the derivative as either a fair value hedge, a cash flow hedge or a net investment hedge in accordance with its established policy. Each reporting period, derivatives are recorded at fair value in other current assets, other assets, accrued liabilities and other long-term liabilities. The change in fair value is recorded in accumulated other comprehensive loss, and amounts are reclassified into earnings on the condensed consolidated statements of operations when transactions are realized. Derivatives that are not determined to be effective hedges are adjusted to

fair value with a corresponding adjustment to earnings. The Company does not enter into derivative financial instruments for trading or speculative purposes.

Derivatives Not Designated as Hedging Instruments

The Company forecasts its net exposure in various receivables and payables to fluctuations in the value of various currencies, and has entered into a number of foreign currency forward contracts each month to mitigate that exposure. These contracts are recorded net at fair value on our consolidated balance sheets, classified as Level 2 in the fair value hierarchy. Gains and losses from these contracts are recognized in other income in our condensed consolidated statements of operations. The notional amount of forward contracts in place was $74,972 and $70,315 as of August 31, 2024 and May 31, 2024, respectively, and consisted of hedges of transactions up to October 2024.



Fair Value of Derivatives Not Designated as Hedging Instruments	Balance Sheet Location	August 31, 2024		May 31, 2024
Foreign currency forward contracts, net	Other current liabilities	$	580	$	265

The location and amount of gains (losses) from derivatives not designated as hedging instruments in our condensed consolidated statements of operations were as follows:


		Three months ended August 31,
Derivatives Not Designated as Hedging Instruments	Location in statements of operations	2024		2023
Foreign currency forward contracts	Other expense	$	634	$	320

Derivatives Designated as Hedging Instruments

In November 2022, we entered into a receive-variable, pay-fixed interest rate swap agreement with a $250,000 notional value, which is designated as a cash flow hedge. In accordance with the agreement, in November 2024, the notional value will decrease to $200,000. This agreement fixed a portion of the variable interest due on our term loan facility, with an effective date of December 2, 2022 and a maturity date of June 30, 2027. Under the terms of the agreement, we pay a fixed interest rate of 4.215%, plus an applicable margin ranging between 150 to 225 basis points and receive a variable rate of interest based on term SOFR from the counterparty, which is reset according to the duration of the SOFR term. The fair value of the interest rate swap as of August 31, 2024 and May 31, 2024 was a net (liability) asset of ($2,625) and $2,451, respectively. The Company expects to reclassify a $241 gain of accumulated other comprehensive income into earnings in the next 12 months.

We record the fair value of our interest rate swaps on a recurring basis using Level 2 observable market inputs for similar assets or liabilities in active markets.


Fair Value of Derivatives Designated as Hedging Instruments	Balance Sheet Location	August 31, 2024			May 31, 2024
Interest rate swap – current	Other current assets	$	317		$	2,222
Interest rate swap – non-current	Other (non-current liabilities) non-current assets	$	(2,942	)	$	229

Fair Value of Financial Instruments

Fair value measurements are determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs. The Company utilizes a fair value hierarchy based upon the observability of inputs used in valuation techniques as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of the Company’s financial instruments other than cash equivalents and marketable securities, which include accounts receivable and accounts payable, approximate fair value based on either their short maturity or current terms for similar instruments.

9. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss changes by component, net of related tax, were as follows:


	Three months ended August 31,
	2024			2023

Accumulated other comprehensive loss, beginning balance	$	(30,021	)	$	(33,251	)

Foreign currency translation adjustment
Balance at beginning of period	$	(31,885	)	$	(30,285	)
Other comprehensive gain (loss) before reclassifications		2,459			3,223
Balance at end of period	$	(29,426	)	$	(27,062	)

Marketable securities
Balance at beginning of period	$	-		$	(927	)
Other comprehensive loss before reclassifications		-			-
Amounts reclassified from accumulated other comprehensive loss		-			576
Balance at end of period	$	-		$	(351	)

Fair value of derivatives change
Balance at beginning of period	$	1,864		$	(2,039	)
Other comprehensive (loss) gain before reclassifications		(3,271	)		3,479
Amounts reclassified from accumulated other comprehensive loss		(588	)		(523	)
Balance at end of period	$	(1,995	)	$	917

Accumulated other comprehensive loss, ending balance	$	(31,421	)	$	(26,496	)

PART I – FINANCIAL INFORMATION

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 financial performance. While management is optimistic about the Company’s long-term prospects, historical financial information may not be indicative of future financial results.

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, including statements relating to management’s expectations regarding new product introductions; the adequacy of our sources for certain components, raw materials and finished products; and our ability to utilize certain inventory. For this purpose, any statements contained herein that are not statements of historical fact are 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. These forward-looking statements are intended to provide our current expectations or forecasts of future events; are based on current estimates, projections, beliefs, and assumptions; and are not guarantees of future performance. Actual events or results may differ materially from those described in the forward-looking statements. There are a number of important factors that could cause Neogen’s results to differ materially from those indicated by such forward-looking statements, including many factors beyond our control. Factors that could cause actual results to differ from those contained within forward-looking statements include (without limitation) the continued integration of the 3M food safety business and the realization of the expected benefits from that acquisition; the relationship with and performance of our transition manufacturing partner; our ability to adequately and timely remediate certain identified material weaknesses in our internal control over financial reporting; competition; recruitment and retention of key employees; impact of weather on agriculture and food production; global business disruption caused by the Russia invasion in Ukraine and related sanctions and the conflict in the Middle East; identification and integration of acquisitions; research and development risks; intellectual property protection; increasing and developing government regulation; and other risks detailed from time to time in the Company’s reports on file at the Securities and Exchange Commission, including this Quarterly Report on Form 10-Q.

In addition, any forward-looking statements represent management’s views only as of the date 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.

TRENDS AND UNCERTAINTIES

In prior years, production was negatively impacted by broad supply chain challenges and labor market disruptions. Additionally, input cost inflation, including increases in certain raw materials, negatively impacted operating results. In fiscal 2024, despite a slowing of inflation rates, there were economic headwinds of softening consumer demand and higher interest rates, coupled with ongoing geopolitical tension in certain regions.

Interest rates have risen sharply, particularly in fiscal 2023, as a way to combat inflation. This increased our borrowing costs and raised the overall cost of capital. Although the federal funds rate was reduced in September and there are indications of future rate cuts, the overall interest rate we pay on our Credit Facilities remains higher than when the debt was incurred in 2022, which increases interest expense on the unhedged portion of our Term Loan. In response to the historically high inflationary environment, we took pricing actions to mitigate the impacts on the business in the prior two fiscal years. The impact of inflation continued to affect us through fiscal year 2024, although at a continually decreasing rate compared to fiscal years 2022 and 2023.

Beginning in the first half of fiscal year 2024, we implemented a new enterprise resource planning system and exited our transition distribution agreements with 3M, which led to certain shipment delays and an elevated backlog of open orders, specifically in the Food Safety segment. At the conclusion of fiscal year 2024, order fulfillment issues were largely resolved, and order fulfillment rates had improved to meet the needs of our customers.

Although we have no operations in or direct exposure to Russia, Belarus or Ukraine, we have experienced intermittent shortages in materials and increased costs for transportation, energy and raw materials due, in part, to the negative impact of the Russia-Ukraine military conflict, which began in February 2022, on the global economy. Our European operations and customer base have been negatively impacted by the conflict. Similarly, the military conflicts in the Middle East have increased overall geopolitical tensions. As the respective conflicts continue or worsen, they may further impact our business, financial condition or results of operations throughout fiscal year 2025.

We continue to evaluate the nature and extent to which these issues impact our business, including consolidated results of operations, financial condition and liquidity. We expect these issues to continue to impact us throughout fiscal year 2025.

Executive Overview


	Three months ended August 31,
	2024		2023		% Change
Total Revenues	$	216,964	$	228,987	$	(12,023	)
Cost of Revenues		112,038		112,226