Cover Page
Cover Page | 9 Months Ended |
Feb. 29, 2024 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Feb. 29, 2024 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q3 |
Current Fiscal Year End Date | --05-31 |
Entity Interactive Data Current | Yes |
Entity Current Reporting Status | Yes |
Entity Registrant Name | Neogen Corporation |
Entity Central Index Key | 0000711377 |
Trading Symbol | NEOG |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 216,607,746 |
Entity File Number | 0-17988 |
Title of 12(g) Security | Common Stock, $0.16 par value per share |
Security Exchange Name | NASDAQ |
Entity Incorporation, State or Country Code | MI |
Entity Tax Identification Number | 38-2367843 |
Entity Address, Address Line One | 620 Lesher Place |
Entity Address, State or Province | MI |
Local Phone Number | 372-9200 |
Entity Address, City or Town | Lansing |
City Area Code | 517 |
Entity Address, Postal Zip Code | 48912 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 161,437 | $ 163,240 |
Marketable securities | 7,010 | 82,329 |
Accounts receivable, net of allowance of $4,099 and $2,827 | 173,592 | 153,253 |
Inventories, net | 182,390 | 133,812 |
Prepaid expenses and other current assets | 78,042 | 53,297 |
Total Current Assets | 602,471 | 585,931 |
Net Property and Equipment | 272,282 | 198,749 |
Other Assets | ||
Right of use assets | 15,301 | 11,933 |
Goodwill | 2,136,338 | 2,137,496 |
Intangible assets, net | 1,539,744 | 1,605,103 |
Other non-current assets | 16,356 | 15,220 |
Total Assets | 4,582,492 | 4,554,432 |
Current Liabilities | ||
Current portion of finance lease | 2,521 | |
Accounts payable | 89,748 | 76,669 |
Accrued compensation | 20,305 | 25,153 |
Income tax payable | 11,573 | 6,951 |
Accrued interest | 3,438 | 11,149 |
Deferred revenue | 5,486 | 4,616 |
Other accruals | 24,773 | 20,934 |
Total Current Liabilities | 157,844 | 145,472 |
Deferred Income Tax Liability | 353,853 | 353,427 |
Non-Current Debt | 887,653 | 885,439 |
Other Non-Current Liabilities | 36,968 | 35,877 |
Total Liabilities | 1,436,318 | 1,420,215 |
Commitments and Contingencies (note 12) | ||
Equity | ||
Preferred stock, $1.00 par value, 100,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.16 par value, 315,000,000 shares authorized, 216,607,746 and 216,245,501 shares issued and outstanding at February 29, 2024, and May 31, 2023, respectively | 34,657 | 34,599 |
Additional paid-in capital | 2,579,955 | 2,567,828 |
Accumulated other comprehensive loss | (29,473) | (33,251) |
Retained earnings | 561,035 | 565,041 |
Total Stockholders' Equity | 3,146,174 | 3,134,217 |
Total Liabilities and Stockholders' Equity | $ 4,582,492 | $ 4,554,432 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Accounts receivable, allowance | $ 4,099 | $ 2,827 |
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.16 | $ 0.16 |
Common stock, shares authorized | 315,000,000 | 315,000,000 |
Common stock, shares issued | 216,607,746 | 216,245,501 |
Common stock, shares outstanding | 216,607,746 | 216,245,501 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Revenues | ||||
Total revenue | $ 228,812 | $ 218,255 | $ 687,428 | $ 580,637 |
Cost of Revenues | ||||
Total Cost of Revenues | 111,929 | 110,291 | 337,010 | 297,864 |
Gross Profit | 116,883 | 107,964 | 350,418 | 282,773 |
Operating Expenses | ||||
Sales and marketing | 47,920 | 38,598 | 138,535 | 98,329 |
General and administrative | 52,087 | 46,424 | 148,929 | 151,369 |
Research and development | 4,853 | 7,258 | 17,331 | 18,985 |
Total Operating Expenses | 104,860 | 92,280 | 304,795 | 268,683 |
Operating Income | 12,023 | 15,684 | 45,623 | 14,090 |
Other Expense | ||||
Interest income | 1,612 | 640 | 5,265 | 2,163 |
Interest expense | (18,285) | (17,460) | (54,773) | (38,007) |
Other expense | (1,172) | (1,124) | (4,021) | (7,938) |
Total Other Expense | (17,845) | (17,944) | (53,529) | (43,782) |
Loss Before Taxes | (5,822) | (2,260) | (7,906) | (29,692) |
Provision for Income Taxes | (3,800) | (10,450) | (3,900) | (1,250) |
Net (Loss) Income | $ (2,022) | $ 8,190 | $ (4,006) | $ (28,442) |
Net (Loss) Earnings Per Share | ||||
Basic | $ (0.01) | $ 0.04 | $ (0.02) | $ (0.16) |
Diluted | $ (0.01) | $ 0.04 | $ (0.02) | $ (0.16) |
Weighted Average Shares Outstanding | ||||
Basic | 216,597,777 | 216,217,702 | 216,438,643 | 179,666,118 |
Diluted | 216,597,777 | 216,399,003 | 216,438,643 | 179,666,118 |
Product Revenues | ||||
Revenues | ||||
Total revenue | $ 202,178 | $ 190,688 | $ 610,448 | $ 500,797 |
Cost of Revenues | ||||
Total Cost of Revenues | 98,144 | 94,377 | 293,456 | 252,348 |
Service Revenues | ||||
Revenues | ||||
Total revenue | 26,634 | 27,567 | 76,980 | 79,840 |
Cost of Revenues | ||||
Total Cost of Revenues | $ 13,785 | $ 15,914 | $ 43,554 | $ 45,516 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | ||
Net (loss) income | $ (2,022) | $ 8,190 | $ (4,006) | $ (28,442) | |
Foreign currency translation (loss) gain | (4,561) | 3,354 | 117 | (6,677) | |
Unrealized gain on marketable securities | [1] | 77 | 944 | 917 | 674 |
Unrealized gain on derivative instruments | [2] | 139 | 2,978 | 2,744 | 550 |
Other comprehensive (loss) income, net of tax: | (4,345) | 7,276 | 3,778 | (5,453) | |
Total comprehensive (loss) income | $ (6,367) | $ 15,466 | $ (228) | $ (33,895) | |
[1] Amounts are net of tax of $ 24 and $ 282 during the three months ended February 29, 2024 and February 28, 2023 and $ 290 and $ 202 during the nine months ended February 29, 2024 and February 28, 2023 , respectively. Amounts are net of tax of $ 44 and $ 928 during the three months ended February 29, 2024 and February 28, 2023 and $ 867 and $ 171 during the nine months ended February 29, 2024 and February 28, 2023 , respectively. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (loss) on marketable securities, net of tax | $ 24 | $ 282 | $ 290 | $ 202 |
Unrealized (loss) gain on derivative instruments, net of tax | $ 44 | $ 928 | $ 867 | $ 171 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning Balance at May. 31, 2022 | $ 887,374 | $ 17,248 | $ 309,984 | $ (27,769) | $ 587,911 |
Beginning Balance (in shares) at May. 31, 2022 | 107,801,094 | ||||
Exercise of options and share-based compensation expense | 1,905 | $ 1 | 1,904 | ||
Exercise of options and share-based compensation expense (in shares) | 4,000 | ||||
Issuance of shares under employee stock purchase plan | 867 | $ 5 | 862 | ||
Issuance of shares under employee stock purchase plan (in shares) | 32,636 | ||||
Net income (loss) | 5,209 | 5,209 | |||
Other comprehensive income (loss) | (11,557) | (11,557) | |||
Ending Balance at Aug. 31, 2022 | 883,798 | $ 17,254 | 312,750 | (39,326) | 593,120 |
Ending Balance (in shares) at Aug. 31, 2022 | 107,837,730 | ||||
Beginning Balance at May. 31, 2022 | 887,374 | $ 17,248 | 309,984 | (27,769) | 587,911 |
Beginning Balance (in shares) at May. 31, 2022 | 107,801,094 | ||||
Net income (loss) | (28,442) | ||||
Other comprehensive income (loss) | (5,453) | ||||
Ending Balance at Feb. 28, 2023 | 3,125,555 | $ 34,595 | 2,564,713 | (33,222) | 559,469 |
Ending Balance (in shares) at Feb. 28, 2023 | 216,220,821 | ||||
Beginning Balance at Aug. 31, 2022 | 883,798 | $ 17,254 | 312,750 | (39,326) | 593,120 |
Beginning Balance (in shares) at Aug. 31, 2022 | 107,837,730 | ||||
Exercise of options and share-based compensation expense | 2,637 | $ 7 | 2,630 | ||
Exercise of options and share-based compensation expense (in shares) | 46,607 | ||||
Issuance of shares for 3M transaction (Value) | 2,262,841 | $ 17,323 | 2,245,518 | ||
Issuance of shares for 3M transaction (shares) | 108,269,946 | ||||
Net income (loss) | (41,841) | (41,841) | |||
Other comprehensive income (loss) | (1,172) | (1,172) | |||
Ending Balance at Nov. 30, 2022 | 3,106,263 | $ 34,584 | 2,560,898 | (40,498) | 551,279 |
Ending Balance (in shares) at Nov. 30, 2022 | 216,154,283 | ||||
Exercise of options and share-based compensation expense | 2,835 | $ 1 | 2,834 | ||
Exercise of options and share-based compensation expense (in shares) | 4,570 | ||||
Issuance of shares under employee stock purchase plan | 991 | $ 10 | 981 | ||
Issuance of shares under employee stock purchase plan (in shares) | 61,968 | ||||
Net income (loss) | 8,190 | 8,190 | |||
Other comprehensive income (loss) | 7,276 | 7,276 | |||
Ending Balance at Feb. 28, 2023 | 3,125,555 | $ 34,595 | 2,564,713 | (33,222) | 559,469 |
Ending Balance (in shares) at Feb. 28, 2023 | 216,220,821 | ||||
Beginning Balance at May. 31, 2023 | $ 3,134,217 | $ 34,599 | 2,567,828 | (33,251) | 565,041 |
Beginning Balance (in shares) at May. 31, 2023 | 216,245,501 | 216,245,501 | |||
Exercise of options and share-based compensation expense | $ 2,661 | 2,661 | |||
Exercise of options and share-based compensation expense (in shares) | 2,591 | ||||
Issuance of shares under employee stock purchase plan | 1,039 | $ 11 | 1,028 | ||
Issuance of shares under employee stock purchase plan (in shares) | 62,490 | ||||
Net income (loss) | 1,503 | 1,503 | |||
Other comprehensive income (loss) | 6,755 | 6,755 | |||
Ending Balance at Aug. 31, 2023 | 3,146,175 | $ 34,610 | 2,571,517 | (26,496) | 566,544 |
Ending Balance (in shares) at Aug. 31, 2023 | 216,310,582 | ||||
Beginning Balance at May. 31, 2023 | $ 3,134,217 | $ 34,599 | 2,567,828 | (33,251) | 565,041 |
Beginning Balance (in shares) at May. 31, 2023 | 216,245,501 | 216,245,501 | |||
Net income (loss) | $ (4,006) | ||||
Other comprehensive income (loss) | 3,778 | ||||
Ending Balance at Feb. 29, 2024 | $ 3,146,174 | $ 34,657 | 2,579,955 | (29,473) | 561,035 |
Ending Balance (in shares) at Feb. 29, 2024 | 216,607,746 | 216,607,746 | |||
Beginning Balance at Aug. 31, 2023 | $ 3,146,175 | $ 34,610 | 2,571,517 | (26,496) | 566,544 |
Beginning Balance (in shares) at Aug. 31, 2023 | 216,310,582 | ||||
Exercise of options and share-based compensation expense | 3,511 | $ 34 | 3,477 | ||
Exercise of options and share-based compensation expense (in shares) | 209,714 | ||||
Net income (loss) | (3,487) | (3,487) | |||
Other comprehensive income (loss) | 1,368 | 1,368 | |||
Ending Balance at Nov. 30, 2023 | 3,147,567 | $ 34,644 | 2,574,994 | (25,128) | 563,057 |
Ending Balance (in shares) at Nov. 30, 2023 | 216,520,296 | ||||
Exercise of options and share-based compensation expense | 3,751 | $ 2 | 3,749 | ||
Exercise of options and share-based compensation expense (in shares) | 15,130 | ||||
Issuance of shares under employee stock purchase plan | 1,223 | $ 11 | 1,212 | ||
Issuance of shares under employee stock purchase plan (in shares) | 72,320 | ||||
Net income (loss) | (2,022) | (2,022) | |||
Other comprehensive income (loss) | (4,345) | (4,345) | |||
Ending Balance at Feb. 29, 2024 | $ 3,146,174 | $ 34,657 | $ 2,579,955 | $ (29,473) | $ 561,035 |
Ending Balance (in shares) at Feb. 29, 2024 | 216,607,746 | 216,607,746 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 29, 2024 | Feb. 28, 2023 | |
Cash Flows From (For) Operating Activities | ||
Net loss | $ (4,006) | $ (28,442) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 87,853 | 59,938 |
Deferred income taxes | 98 | (5,299) |
Share-based compensation | 9,829 | 7,311 |
Loss (gain) on disposal of property and equipment | 762 | (472) |
Amortization of debt issuance costs | 2,581 | 1,860 |
Impairment of discontinued product lines | 0 | 2,300 |
(Gain) loss on sale of minority interest and investment | (74) | 1,516 |
Change in operating assets and liabilities, net of business acquisitions: | ||
Accounts receivable, net | (16,136) | (47,535) |
Inventories, net | (48,663) | (656) |
Prepaid expenses and other current assets | (25,170) | (31,896) |
Accounts payable and accrued liabilities | 21,386 | (8,422) |
Interest expense accrual | (7,711) | 3,438 |
Change in other assets and liabilities | (12,232) | (3,579) |
Net Cash From (For) Operating Activities | 8,517 | (49,938) |
Cash Flows (For) From Investing Activities | ||
Purchases of property, equipment and other non-current intangible assets | (87,167) | (40,253) |
Proceeds from the maturities of marketable securities | 75,319 | 233,020 |
Purchases of marketable securities | 0 | (12,523) |
Business acquisitions, net of working capital adjustments and cash acquired | 0 | 13,237 |
Proceeds from the sale of property and equipment and other | 62 | 682 |
Net Cash (For) From Investing Activities | (11,786) | 194,163 |
Cash Flows From (For) Financing Activities | ||
Exercise of stock options and issuance of employee stock purchase plan shares | 2,443 | 943 |
Repayment of long-term debt | 0 | (100,000) |
Debt issuance costs paid and other | (444) | (19,276) |
Net Cash From (For) Financing Activities | 1,999 | (118,333) |
Effect of Foreign Exchange Rates on Cash | (533) | (3,231) |
Net (Decrease) Increase In Cash and Cash Equivalents | (1,803) | 22,661 |
Cash and Cash Equivalents, Beginning of period | 163,240 | 44,473 |
Cash and Cash Equivalents, End of period | $ 161,437 | $ 67,134 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (2,022) | $ 8,190 | $ (4,006) | $ (28,442) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Feb. 29, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Feb. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 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, rodent control products, cleaners, disinfectants, insect control 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 Corporation (“Neogen” or the “Company”) 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 the opinion of management, 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 and nine months ended February 29, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2024. For more complete financial information, these 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, 2023. Our functional currency is the U.S. dollar. We translate our non-U.S. operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in other comprehensive (loss) income. Gains or losses from foreign currency transactions are included in other expense on our condensed consolidated statements of operations. Management has designated certain intercompany loans as long-term in nature and, therefore, the gains and losses on remeasurement of these loans are recorded within accumulated other comprehensive loss. ACCOUNTING POLICIES Comprehensive (Loss) Income Comprehensive (loss) income represents net (loss) income and any revenues, expenses, gains and losses that, under U.S. generally accepted accounting principles, are excluded from net (loss) income and recognized directly as a component of equity. Accumulated other comprehensive (loss) income consists of foreign currency translation adjustments and unrealized gains or losses on our marketable securities and derivative instruments. 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 certain financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, our revolving credit agreement, and long-term debt, approximate their fair value based on either their short maturity or current terms for similar instruments. Leases We lease various manufacturing, laboratory, warehousing and distribution facilities, administrative and sales offices, equipment and vehicles under operating leases. We evaluate our contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease. Currently, many of our leases are classified as operating leases. Operating leases are included in other assets, other accruals and other non-current liabilities on the Company’s condensed consolidated balance sheets. Finance leases are included in net property and equipment and current portion of finance lease on the Company’s condensed consolidated balance sheets. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease. Costs associated with finance leases are recognized on a straight-line basis within depreciation and interest expense over the term of the lease. The right-of-use operating lease assets were $ 15,301 and $ 11,933 as of February 29, 2024 and May 31, 2023, respectively. The total current and non-current operating lease liabilities were $ 15,771 and $ 12,089 as of February 29, 2024 and May 31, 2023 , respectively. The finance lease assets were $ 2,496 as of February 29, 2024 . There were no finance leases recorded as of May 31, 2023. See Note 10 , "Debt", for detail on the finance lease liabilities. 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 statement of income 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. ESTIMATES AND ASSUMPTIONS 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 disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates the estimates, including, but not limited to, variable consideration related to revenue recognition, allowances for doubtful accounts, the market value of, and demand for, inventories, stock-based compensation, provision for income taxes and related balance sheet accounts, accruals, goodwill and other intangible assets and derivatives. 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. Accounts Receivable and Concentrations of Credit Risk Financial instruments which potentially subject Neogen to concentrations of credit risk consist principally of accounts receivable. Management attempts to minimize credit risk by reviewing customers’ credit histories before extending credit and by monitoring credit exposure on a regular basis. Collateral or other security is generally not required for accounts receivable. We maintain an allowance for customer accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance for doubtful accounts, management considers relevant information about past events, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets. Once a receivable balance has been determined to be uncollectible, generally after all collection efforts have been exhausted, that amount is charged against the allowance for doubtful accounts . No customer accounted for more than 10 % of accounts receivable at February 29, 2024 or May 31, 2023 , respectively. Inventory The reserve for obsolete and slow-moving inventory is reviewed at least quarterly based on an analysis of the inventory, considering the current condition of the asset as well as other known facts and future plans. The reserve required to record inventory at the lower of cost or net realizable value is adjusted as conditions change. Product obsolescence may be caused by shelf-life expiration, discontinuance of a product line, replacement products in the marketplace or other competitive situations. Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over fair value of tangible net assets of acquired businesses after amounts are allocated to other identifiable intangible assets. The Company's business is organized into two operating segments: Food Safety and Animal Safety. Under the goodwill guidance, management determined that each of its segments represents a reporting unit. Other intangible assets include customer relationships, trademarks, licenses, trade names, covenants not-to-compete and patents. Customer relationship intangibles are amortized on either an accelerated or straight-line basis, reflecting the pattern in which the economic benefits are consumed, while all other amortizable intangibles are amortized on a straight-line basis. Intangibles are amortized over 2 to 25 years. Management reviews the carrying amounts of goodwill annually at the reporting unit level, or when indications of impairment exist, to determine if goodwill may be impaired. Goodwill is tested for impairment annually in the fourth quarter. During management's annual test or when there are indicators of impairment, if the carrying amount is deemed to be less than fair value based upon a discounted cash flow analysis and comparison to EBITDA multiples of peer companies, goodwill is reduced to the estimated fair value and a charge is recorded to operations. Amortizable intangible assets are tested for impairment when indications of impairment exist. If the carrying amounts of these assets are deemed to be less than fair value based upon a discounted cash flow analysis, such assets are reduced to their estimated fair value and a charge is recorded to operations. Long-Lived Assets Management reviews the carrying values of its long-lived assets to be held and used, including definite-lived intangible assets, for possible impairment whenever events or changes in business conditions warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated separately identifiable undiscounted cash flows over the remaining useful life of the asset indicate that the carrying amount of the asset may not be recoverable. In such an event, fair value is determined using discounted cash flows and, if lower than the carrying value, impairment is recognized through a charge to operations. Business Combinations We utilize the acquisition method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Neogen’s results of operations beginning on the respective acquisition dates and that assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair values of the net assets acquired is recognized as goodwill. As part of our acquisition accounting, the Company will recognize intangible assets. Management determines the fair value of the intangible assets by applying certain valuation methodologies, including the multi-period excess earnings method, which involves the use of significant estimates and assumptions related to forecasted revenue growth rate and customer attrition rate. Valuation specialists are often used to develop and evaluate the appropriateness of the multi-period excess earnings method, our discount rates, our attrition rate and our fair value estimates using our cash flow projections. The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. Our estimates of fair value are based on assumptions believed to be reasonable at that time. If we made different estimates or judgments, it could result in material differences in the fair values of the net assets acquired. Equity Compensation Plans Share options, restricted stock units (RSUs) and shares of stock awarded to employees under certain stock purchase plans are recognized as compensation expense based on their fair value at grant date. The fair market value of options granted under the Company stock option plans was estimated on the date of grant using the Black-Scholes option-pricing model with assumptions for inputs such as interest rates, expected dividends, an estimate of award forfeitures, volatility measures and specific employee exercise behavior patterns based on statistical data. Some of the inputs used are not market-observable and are estimated or derived from available data. Use of different estimates would produce different option values, which in turn would result in higher or lower compensation expense recognized. For RSUs, we use the intrinsic value method to value the units. To value equity awards, several recognized valuation models exist; none of these models can be singled out as being the best or most correct. The model applied by us can accommodate most of the specific features included in the options granted, which is the reason for its use. If different models were used, the option values could differ despite using the same inputs. Accordingly, using different assumptions coupled with using a different valuation model could have a significant impact on the fair value of employee stock options. Fair value could be either higher or lower than the number provided by the model applied and the inputs used. Further information on our equity compensation plans, including inputs used to determine the fair value of options, is disclosed in Note 7 , "Equity Compensation Plans." Income Taxes We account for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and for tax credit carryforwards and are measured using the enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred income tax expense represents the change in net deferred income tax assets and liabilities during the year. 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. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes. 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. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes. |
Cash and Marketable Securities
Cash and Marketable Securities | 9 Months Ended |
Feb. 29, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Marketable Securities | 2. CASH AND MARKETABLE SECURITIES Cash and Cash Equivalents Cash and cash equivalents consist of bank demand accounts, savings deposits, certificates of deposit and commercial paper with original maturities of 90 days or less. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has not experienced losses related to these balances and believes it is not exposed to significant credit risk regarding its cash and cash equivalents. Cash and cash equivalents were $ 161,437 and $ 163,240 as of February 29, 2024 and May 31, 2023, respectively. The carrying value of these assets approximates fair value due to the short maturity of these instruments and is classified as Level 1 in the fair value hierarchy. Marketable Securities The Company has marketable securities held by banks or broker-dealers consisting of commercial paper and corporate bonds rated at least A-1/P-1 (short-term) and A/A2 (long-term) with original maturities between 91 days and two years . These securities are classified as available for sale. Changes in fair value are monitored and recorded on a monthly basis and are recorded in other comprehensive (loss) income. In the event of a downgrade in credit quality subsequent to purchase, the marketable securities investment is evaluated to determine the appropriate action to take to minimize the overall risk to our marketable securities portfolio. If fair value is less than its amortized cost basis, then the Company evaluates whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses. Where there is an intention or a requirement to sell an impaired available-for-sale debt security, the entire impairment is recognized in earnings with a corresponding adjustment to the amortized cost basis of the security. The primary objective of management’s short-term investment activity is to preserve capital for the purpose of funding current operations, capital expenditures and business acquisitions. Short-term investments are not entered into for trading or speculative purposes. These securities are recorded at fair value based on recent trades or pricing models and therefore meet the Level 2 criteria. Interest income on these investments is recorded within other (expense) income on the condensed consolidated statements of operations. Marketable Securities as of February 29, 2024 and May 31, 2023 are listed below by classification and remaining maturities. Maturity February 29, 2024 May 31, 2023 Commercial Paper & Corporate Bonds 0 - 90 days $ 6,687 $ 22,552 91 - 180 days 323 35,692 181 days - 1 year — 23,768 1 - 2 years — 317 Total Marketable Securities $ 7,010 $ 82,329 The components of marketable securities, consisting of commercial paper and corporate bonds, as of February 29, 2024 are as follows: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial Paper & Corporate Bonds $ 7,023 $ — $ ( 13 ) $ 7,010 The components of marketable securities, consisting of commercial paper and corporate bonds, as of May 31, 2023 are as follows: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial Paper & Corporate Bonds $ 83,549 $ — $ ( 1,220 ) $ 82,329 |
Inventories
Inventories | 9 Months Ended |
Feb. 29, 2024 | |
Inventories | 3. INVENTORIES Inventories are stated at the lower of cost, determined by the first-in, first-out method, or net realizable value. The components of inventories follow: February 29, 2024 May 31, 2023 Raw materials $ 70,143 $ 66,617 Work-in-process 11,391 5,369 Finished and purchased goods 110,395 68,100 Inventory reserve ( 9,539 ) ( 6,274 ) $ 182,390 $ 133,812 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Feb. 29, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 4. 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 • Rodent control products, disinfectants and insect control 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; 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 . The Company has no contract assets. 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. During the three and nine months ended February 29, 2024 , the Company recorded additions of $ 5,116 and $ 11,094 to deferred revenue, respectively. During the three and nine months ended February 28, 2023 , the Company recorded additions of $ 4,601 and $ 9,272 to deferred revenue, respectively. During the three and nine months ended February 29, 2024 , the Company recognized $ 4,308 and $ 10,224 , respectively, of deferred revenue amounts into revenue. During the three and nine months ended February 28, 2023 , the Company recognized $ 2,918 and $ 7,967 , respectively, of deferred revenue amounts into revenue. Changes in the balances relate primarily to sales of the Company's genomics services. On September 1, 2022, Neogen closed on a Reverse Morris Trust transaction to combine with 3M Company's ("3M") Food Safety Division (“3M FSD”, “FSD”). Similar to Neogen, 3M’s former FSD sells diagnostic test kits, culture media and related products used by food producers and processors to detect foodborne bacteria, allergens and levels of general sanitation. Revenues for these products are recognized and invoiced when the product is shipped to the customer. Subsequent to the 3M FSD transaction, many of these products were manufactured, invoiced, and distributed by 3M on behalf of Neogen under a number of transition service contracts. In the third quarter of fiscal year 2024, the Company completed its exit of distribution-related service contracts. As a result, all product shipments and invoicing to customers is now done directly by Neogen. The following table presents disaggregated revenue by major product and service categories during the three and nine months ended February 29, 2024 and February 28, 2023: Three Months Ended February 29/28, Nine Months Ended February 29/28, 2024 2023 2024 2023 Food Safety Natural Toxins & Allergens 19,738 $ 19,198 $ 63,116 $ 61,236 Bacterial & General Sanitation 40,395 39,444 128,393 91,293 Indicator Testing, Culture Media & Other 81,168 77,955 246,812 179,293 Rodent Control, Insect Control & Disinfectants 10,136 9,550 32,180 29,502 Genomics Services 6,317 5,395 17,934 16,204 $ 157,754 $ 151,542 $ 488,435 $ 377,528 Animal Safety Life Sciences $ 1,372 $ 1,440 $ 4,710 $ 4,456 Veterinary Instruments & Disposables 17,976 15,428 47,845 46,534 Animal Care & Other 10,066 8,735 27,226 29,830 Rodent Control, Insect Control & Disinfectants 23,055 20,242 65,694 63,121 Genomics Services 18,589 20,868 53,518 59,168 71,058 66,713 198,993 203,109 Total Revenues $ 228,812 $ 218,255 $ 687,428 $ 580,637 |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 9 Months Ended |
Feb. 29, 2024 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | 5. 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 February 29/28, Nine Months Ended February 29/28, 2024 2023 2024 2023 Numerator for basic and diluted net (loss) income per share: Net (loss) income attributable to Neogen $ ( 2,022 ) $ 8,190 $ ( 4,006 ) $ ( 28,442 ) Denominator for basic net (loss) income per share: Weighted average shares 216,597,777 216,217,702 216,438,643 179,666,118 Effect of dilutive stock options and RSUs — 181,301 — — Denominator for diluted net (loss) income per share 216,597,777 216,399,003 216,438,643 179,666,118 Net (loss) income per share: Basic $ ( 0.01 ) $ 0.04 $ ( 0.02 ) $ ( 0.16 ) Diluted $ ( 0.01 ) $ 0.04 $ ( 0.02 ) $ ( 0.16 ) Due to the net loss reported for the three and nine months ended February 29, 2024 and the nine months ended February 28, 2023 , the dilutive stock options and RSUs were anti-dilutive. |
Segment Information and Geograp
Segment Information and Geographic Data | 9 Months Ended |
Feb. 29, 2024 | |
Segment Information and Geographic Data | 6. SEGMENT INFORMATION AND GEOGRAPHIC DATA We have 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, culture media 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 rodent control products, disinfectants and insect control 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 our complete line of products and services, including those usually associated with the Animal Safety segment, such as cleaners, disinfectants, rodent control products, insect control products, veterinary instruments and genomics services. These additional products and services are managed and directed by existing Food Safety management and are reported through the Food Safety segment. Neogen’s operation in Australia originally focused on providing genomics services and sales of animal safety products and reports through the Animal Safety segment. With the acquisition of Cell BioSciences in February 2020, this operation expanded to offer our complete line of products and services, including those usually associated with the Food Safety segment. These additional products are managed and directed by existing management at Neogen Australasia and report through the Animal Safety segment. While Neogen was operating under a distribution services agreement with 3M, all sales of FSD products were reported through the Food Safety segment. Since the review of FSD sales occurs on a global scale, sales of these products occurring in Australia and New Zealand will continue to report through the Food Safety segment, despite now occurring at Neogen Australasia. The accounting policies of each of the segments are the same as those described in Note 1, "Description of Business and Basis of Presentation." Segment information follows: Food Animal Corporate and (1) Total As of and during the three months ended February 29, 2024 Product revenues to external customers $ 149,709 $ 52,469 $ — $ 202,178 Service revenues to external customers 8,045 18,589 — 26,634 Total revenues to external customers $ 157,754 $ 71,058 $ — $ 228,812 Operating income (loss) $ 15,915 $ 14,781 $ ( 18,673 ) $ 12,023 Total assets $ 4,071,831 $ 344,205 $ 166,456 $ 4,582,492 As of and during the three months ended February 28, 2023 Product revenues to external customers $ 144,843 $ 45,845 $ — $ 190,688 Service revenues to external customers 6,699 20,868 — 27,567 Total revenues to external customers $ 151,542 $ 66,713 $ — $ 218,255 Operating income (loss) $ 11,011 $ 10,752 $ ( 6,079 ) $ 15,684 Total assets $ 3,975,921 $ 349,628 $ 183,215 $ 4,508,764 (1) Includes corporate assets, consisting principally of cash and cash equivalents, marketable securities, current and deferred tax accounts and overhead expenses not allocated to specific business segments. Also includes the elimination of intersegment transactions. Food Animal Corporate and (1) Total As of and during the nine months ended February 29, 2024 Product revenues to external customers $ 464,973 $ 145,475 $ — $ 610,448 Service revenues to external customers 23,462 53,518 — 76,980 Total revenues to external customers $ 488,435 $ 198,993 $ — $ 687,428 Operating income (loss) $ 62,485 $ 30,876 $ ( 47,738 ) $ 45,623 As of and during the nine months ended February 28, 2023 Product revenues to external customers $ 356,856 $ 143,941 $ — $ 500,797 Service revenues to external customers 20,672 59,168 — 79,840 Total revenues to external customers 377,528 203,109 - 580,637 Operating income (loss) 41,053 35,439 ( 62,402 ) 14,090 (1) Includes the elimination of intersegment transactions. The following table presents the Company’s revenue disaggregated by geographic location: Three Months Ended February 29/28, Nine Months Ended February 29/28, 2024 2023 2024 2023 Domestic $ 124,226 $ 109,919 $ 348,848 $ 304,974 International 104,586 108,336 338,580 275,663 Total revenue $ 228,812 $ 218,255 $ 687,428 $ 580,637 |
Equity Compensation Plans
Equity Compensation Plans | 9 Months Ended |
Feb. 29, 2024 | |
Equity Compensation Plans | 7. EQUITY COMPENSATION PLANS The Company’s long-term incentive plans allow for the grant of various types of share-based awards to key directors, officers and employees of the Company. Incentive and non-qualified options to purchase shares of common stock have been granted under the terms of the 2023 Omnibus Incentive Plan and previously under the 2018 Omnibus Incentive Plan. These options are granted at an exercise price of the closing price of the common stock on the date of grant . Outstanding options vest ratably over three-year and five-year periods, and the contractual terms are generally five , seven or ten years . The company grants restricted stock units (RSUs) under the terms of the 2023 Omnibus Incentive Plan. Outstanding RSUs vest ratably over three-year and five-year periods. T he fair value of the RSUs is determined based on the closing price of the common stock on the date of grant. During the three and nine months ended February 29, 2024, the Company recorded $ 3,679 and $ 9,829 , respectively, of expense related to its share-based awards in general and administrative expense in the condensed consolidated income statement. During the three and nine months ended February 28, 2023, the Company recorded $ 2,812 and $ 7,311 , respectively, of expense related to its share-based awards. The Company offers eligible employees the option to purchase common stock at a 5 % discount to the lower of the market value of the stock at the beginning or end of each participation period under the terms of the 2021 Employee Stock Purchase Plan. The discount is recorded in general and administrative expense. Total individual purchases in any year are limited to 10 % of compensation. |
Business Combinations
Business Combinations | 9 Months Ended |
Feb. 29, 2024 | |
Business Combinations | 8. 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 Thai-Neo Biotech Co., Ltd. Acquisition On July 1, 2022, Neogen acquired all of the stock of Thai-Neo Biotech Co., Ltd., a long-standing distributor of Neogen’s food safety products to Thailand and Southeast Asia. Consideration for the purchase was $ 1,581 in net cash, with $ 1,310 paid at closing, $ 37 paid in November 2022 as a working capital adjustment and $ 234 paid in October 2023. The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $ 177 , inventory of $ 232 , prepaids of $ 3 , net property, plant and equipment of $ 16 , other non-current assets of $ 6 , accounts payable of $ 98 , other payables of $ 6 , non-current tax liabilities of $ 124 , intangible assets of $ 620 (with an estimated life of 10 years) and the remainder to goodwill (non-deductible for tax purposes). The business continues to operate in Bangkok, Thailand, reporting within the Food Safety segment. Corvium Acquisition On February 10, 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 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. Goodwill, 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 On September 1, 2022, Neogen, 3M, and Neogen Food Safety Corporation (“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. See Note 10, "Debt" for further detail on the debt incurred. 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 The following table summarizes the intangible assets acquired and the useful life of these assets. Fair Value Useful Life in Years Trade Names and Trademarks $ 108,434 25 Developed Technology 277,650 15 Customer Relationships 1,173,721 20 Total intangible assets acquired $ 1,559,805 The following table presents pro forma information as if the merger with the 3M FSD business had occurred on June 1, 2022 and had been combined with the results reported in our condensed consolidated statements of operations for all periods presented: Three Months Ended February 29/28, Nine Months Ended February 29/28, 2024 2023 2024 2023 Net sales $ 228,812 $ 218,255 $ 687,428 $ 678,149 Operating Income $ 12,023 $ 15,684 $ 45,623 $ 19,121 The unaudited pro forma information is presented for informational purposes only and is not indicative of the results that would have been achieved if the merger had taken place at such time. The unaudited pro forma information presented above includes adjustments primarily for amortization charges for acquired intangible assets and certain acquisition-related expenses for legal and professional fees. In connection with the acquisition of the 3M FSD, the Company and 3M entered into several transition service agreements, including manufacturing, distribution and certain back-office support, that have been accounted for separately from the acquisition of assets and assumption of liabilities in the business combination. 3M periodically remits amounts charged to customers on our behalf and charges us for the associated cost of goods sold and transition service fees. As of February 29, 2024 and May 31, 2023, a net receivable from 3M of $5 ,461 and $ 12,365 , respectively, was included in prepaid expenses and other current assets in the Company’s condensed consolidated balance sheets. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Feb. 29, 2024 | |
Goodwill and Other Intangible Assets | 9. GOODWILL AND INTANGIBLE ASSETS The following table summarizes goodwill by reportable segment: Food Safety Animal Safety Total May 31, 2023 $ 2,056,161 $ 81,335 $ 2,137,496 Acquisitions (1) 250 — 250 Foreign currency translation and other ( 1,309 ) ( 99 ) ( 1,408 ) February 29, 2024 $ 2,055,102 $ 81,236 $ 2,136,338 (1) Represents measurement period adjustments relating to our 3M FSD and Corvium acquisitions. As of May 31, 2023, non-amortizable intangible assets included li censes of $ 569 , trademarks of $ 12,522 and other intangibles of $ 1,224 . Amortizable intangible assets consisted of the following and are included in customer-based intangibles and other non-current assets within the condensed consolidated balance sheets: Gross Less Net Licenses $ 20,624 $ 8,147 $ 12,477 Covenants not to compete 486 429 57 Patents 7,988 4,244 3,744 Customer relationships 1,245,545 125,123 1,120,422 Trade names and trademarks 122,974 9,060 113,914 Developed technology 307,511 35,994 271,517 Other product and service-related intangibles 23,907 6,294 17,613 February 29, 2024 $ 1,729,035 $ 189,291 $ 1,539,744 Licenses $ 16,010 $ 6,763 $ 9,247 Covenants not to compete 488 384 104 Patents 8,499 4,865 3,634 Customer relationships 1,244,635 81,577 1,163,058 Trade names and trademarks 111,172 3,583 107,589 Developed technology 309,609 20,175 289,434 Other product and service-related intangibles 23,628 5,907 17,721 May 31, 2023 $ 1,714,041 $ 123,254 $ 1,590,787 Amortization expense relating to definite-lived intangible assets was $ 23,704 and $ 71,101 during the three and nine months ended February 29, 2024, respectively. Amortization expense relating to definite-lived intangible assets was $ 22,926 and $ 47,995 during the three and nine months ended February 28, 2023, respectively. Estimated amortization expense for fiscal years 2024 through 2028 is expected to be in the range of approximately $ 95,000 to $ 97,000 per year. The amortizable intangible assets' useful lives are 2 to 20 years for licenses, 3 to 10 years for covenants not to compete, 5 to 25 years for patents, 9 to 20 years for customer relationships, 5 to 25 years for trade names and trademarks, 10 to 20 years for developed technology and 5 to 15 years for other product and service-related intangibles. All definite-lived intangibles are amortized on a straight-line basis with the exception of definite-lived customer-based intangibles and product and service-related intangibles, which are amortized on either a straight-line or an accelerated basis. |
Debt
Debt | 9 Months Ended |
Feb. 29, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 10. DEBT The Company’s debt and finance lease consists of the following: February 29, 2024 May 31, 2023 Term Loan $ 550,000 $ 550,000 Senior Notes 350,000 350,000 Finance Lease 2,521 — Total debt and finance lease 902,521 900,000 Less: Current portion ( 2,521 ) — Total non-current debt 900,000 900,000 Less: Unamortized debt issuance costs ( 12,347 ) ( 14,561 ) Total non-current debt, net $ 887,653 $ 885,439 The Company had a financing agreement with a bank providing for a $ 15,000 unsecured revolving line of credit, which originally expired on November 30, 2023 , but was replaced by the five-year senior secured revolving facility as part of the Credit Facilities described below. There were no advances against the line of credit in fiscal 2023 before it was extinguished. Interest on any borrowings under that agreement was at LIBOR plus 100 basis points . Financial covenants included maintaining specified levels of tangible net worth, debt service coverage, and funded debt to EBITDA, each of which the Company was in compliance with during the period the line of credit was available. Credit Facilities In June 2022, Neogen Food Safety Corporation entered into a credit agreement consisting of a five-year senior secured term loan facility (“term loan facility”) in the amount of $ 650,000 and a five-year senior secured revolving facility (“revolving facility”) in the amount of $ 150,000 (collectively, the “Credit Facilities”) to fund the 3M Food Safety transaction. The term loan facility was drawn on August 31, 2022, to fund the closing of the 3M Food Safety transaction on September 1, 2022 while the revolving facility rema ined undrawn and continues to be undrawn as of February 29, 2024. The Credit Facilities bear interest based on the term SOFR plus an applicable margin between a range of 150 to 225 basis points determined for each interest period and paid monthly. During the nine months ended February 29, 2024 , the interest rates ranged from 7.42 % to 7.68 % per annum. The term loan facility matures on June 30, 2027 and the revolving facility matures at the earlier of June 30, 2027 and the termination of the revolving commitments. In November 2022, the Company entered into an interest rate swap agreement, whereby interest on $ 250,000 of the total $ 550,000 principal balance is paid at a fixed rate. See Note 13, "Derivatives" for further detail on the swap agreement. The term loan facility contains an optional prepayment feature at the discretion of the Company. The Company determined that the prepayment feature did not meet the definition of an embedded derivative and does not require bifurcation from the host liability and, accordingly, has accounted for the entire instrument at amortized cost. In accordance with the prepayment feature, the Company paid $ 100,000 of the term loan facility’s principal in fiscal year 2023. The Company can draw any amount under the revolving facility up to the $ 150,000 limit, with the amount to be repaid on the termination date of the revolving commitments. Debt issuance costs of $ 2,361 were incurred related to the revolving facility. These costs are being amortized as interest expense in the condensed consolidated statements of operations over the contractual life of the revolving facility using the straight-line method. Amortization of the deferred debt issuance costs for the revolving facility was $ 122 and $ 366 , respectively, during the three and nine months ended February 29, 2024 . Amortization of the deferred debt issuance costs for the revolving facility was $ 122 and $ 244 , respectively, for the three and nine months ended February 28, 2023. As of February 29, 2024 and May 31, 2023 the Company had $ 1,629 and $ 1,995 , respectively, of unamortized debt issuance costs. The Company must pay an annual commitment fee ranging from 0.20 % and 0.35 % on the unused portion of the Revolving Credit Facility, paid quarterly. As of February 29, 2024 , the commitment fee was 0.35 %, with $ 122 and $ 366 , respectively, recorded as interest expense in the condensed consolidated statements of operations during the three and nine months ended February 29, 2024. During the three and nine months ended February 28, 2023 , $ 133 and $ 356 , respectively, relating to the commitment fee was recorded as interest expense in the consolidated statements of operations. There was no accrued interest payable on the term loan as of February 29, 2024 . The Company incurred $ 10,232 in total debt issuance costs on the term loan which is recorded as an offset to the term loan facility and amortized over the contractual life of the loan to interest expense using the straight-line method. The amortization of deferred debt issuance costs of $ 529 and $ 1,588 and interest expense of $ 10,497 and $ 31,365 (excluding swap credit of $ 778 and $ 2,230 ) for the term loan was included in the condensed consolidated statements of operations during the three and nine months ended February 29, 2024 , respectively. The amortization of deferred debt issuance costs of $ 529 and $ 1,058 and interest expense of $ 9,056 and $ 17,383 (excluding swap credit of $ 136 ) was included in the consolidated statements of operations during the three and nine months ended February 28, 2023, respectively. As of February 29, 2024 and May 31, 2023 , the Company had $ 7,056 and $ 8,644 , respectively, of unamortized debt issuance costs. Financial covenants include maintaining specified levels of funded debt to EBITDA, and debt service coverage. As of February 29, 2024, the Company was in compliance with its debt covenants. Senior Notes In July 2022, Neogen Food Safety Corporation closed on an offering of $ 350,000 aggregate principal amount of 8.625 % senior notes due in 2030 (the “Notes”) in a private placement at par. The Notes were initially issued by Neogen Food Safety Corporation to 3M and were transferred and delivered by 3M to the selling securityholder in the offering, in satisfaction of certain of 3M’s existing debt. Upon closing of the 3M Food Safety transaction on September 1, 2022, the Notes became guaranteed on a senior unsecured basis by the Company and certain wholly-owned domestic subsidiaries of the Company. The Company determined that the redemption features of the Notes did not meet the definition of a derivative and thus does not require bifurcation from the host liability and accordingly has accounted for the entire instrument at amortized cost. Total accrued interest on the Notes was $ 3,438 as of February 29, 2024 and May 31, 2023 based on the stated interest rate of 8.625 % and included in current liabilities on the condensed consolidated balance sheets. The Company incurred total debt issuance costs of $ 6,683 , which are recorded as an offset to the Notes and amortized over the contractual life of the Notes to interest expense using the straight-line method. During the three and nine months ended February 29, 2024 , the Company recorded $ 7,756 and $ 23,267 of interest expense for the Notes in the condensed consolidated statements of operations, of which $ 209 and $ 627 related to the amortization of deferred debt issuance costs, respectively. During the three and nine months ended February 28, 2023 , the Company recorded $ 7,756 and $ 19,089 of interest expense in the consolidated statements of operations, of which $ 209 and $ 557 related to the amortization of deferred debt issuance costs. As of February 29, 2024 and May 31, 2023 the Company had $ 5,291 and $ 5,917 , respectively, of unamortized debt issuance costs. Finance Lease The finance lease is a building lease that is classified within property and equipment and the current portion of debt on the condensed consolidated balance sheets as of February 29, 2024. The Company intends to elect the purchase option within the lease agreement prior to the end of the lease term. Maturity of Term Loan and Senior Notes There are no required principal payments through fiscal year 2026, due to $ 100,000 in prepayments made in fiscal 2023. |
Income Taxes
Income Taxes | 9 Months Ended |
Feb. 29, 2024 | |
Income Taxes | 11. INCOME TAXES The estimated annual effective tax rate ("EAETR") is derived from full-year pre-tax book earnings, statutory tax rates, and permanent differences between book and tax accounting across jurisdictions. For interim financial reporting, except in specified cases, the quarterly income tax provision aligns with the EAETR, updated each quarter based on revised full-year pre-tax book earnings. When projected full-year pre-tax book earnings are at or near breakeven, the EAETR may distort the interim income tax provision due to significant permanent differences. In such cases, the interim income tax provision is based on the year-to-date effective tax rate, adjusting for permanent differences proportionally. In the three and nine months ending February 29, 2024, income taxes were calculated based on the year-to-date effective tax rate. In the three and nine months ending February 28, 2023, income taxes were calculated based on the EAETR. Income tax benefit was $ 3,800 and $ 3,900 during the three and nine months ended February 29, 2024. Income tax benefit was $ 10,450 and $ 1,250 during the three and nine months ended February 28, 2023. The net tax benefit for all comparison periods is primarily related to pre-tax losses due to amortization expense and interest expense from the 3M FSD transaction. The total amounts of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of February 29, 2024 and May 31, 2023 are $ 1,949 and $ 1,087 , respectively. Increases in unrecognized tax benefits are primarily associated with the acquired 3M FSD, including positions for transfer pricing and research and development credits. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Feb. 29, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. 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 February 29, 2024 and May 31, 2023 , 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 in discussion 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. However, the Company has undertaken a pilot study in which chemical reagents were injected into the ground in an attempt to reduce on-site contamination. At this time, the outcome of the pilot study is unknown, but a change in the current remediation strategy, depending on the alternative selected, 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 February 29, 2024 , and the remaining $ 816 is recorded in other non-current liabilities in the condensed consolidated balance sheets. In the third quarter of fiscal year 2024, the Company received $ 1,265 of business interruption insurance proceeds relating to fire damage that occurred in the fourth quarter of fiscal year 2023 at one of our Animal Safety lab facilities. The proceeds were recorded within Cost of Revenues in the condensed consolidated statements of operations. The Company is subject to certain legal and other proceedings in the normal course of business that, in the opinion of management, should not have a material effect on its future results of operations or financial position. |
Derivatives
Derivatives | 9 Months Ended |
Feb. 29, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 13. DERIVATIVES Derivatives Not Designated as Hedging Instruments We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and have 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 condensed 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 $ 65,088 and $ 15,500 as of February 29, 2024 and May 31, 2023, respectively, and consisted of hedges of transactions up to January 2024. Fair Value of Derivatives Not Designated as Hedging Instruments Balance Sheet Location February 29, 2024 May 31, 2023 Foreign currency forward contracts, net Other (payable) receivable $ ( 160 ) $ 140 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 Derivatives Not Designated as Hedging Instruments Location in statements of operations February 29, 2024 February 28, 2023 Foreign currency forward contracts Other income (expense) $ 150 $ ( 1,564 ) Nine Months Ended Derivatives Not Designated as Hedging Instruments Location in statements of operations February 29, 2024 February 28, 2023 Foreign currency forward contracts Other expense $ ( 391 ) $ ( 9,812 ) Derivatives Designated as Hedging Instruments In November 2022, we entered into a receive-variable, pay-fixed interest rate swap agreement with an initial $ 250,000 notional value, which is designated as a cash flow hedge. 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 February 29, 2024 and May 31, 2023 was a net asset (liability) of $ 928 and ($ 2,683 ), respectively. The Company expects to reclassify a $ 2,091 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 February 29, 2024 May 31, 2023 Interest rate swap – current Other current assets $ 2,091 $ 2,087 Interest rate swap – non-current Other non-current liabilities ( 1,163 ) ( 4,770 ) The following table summarizes the other comprehensive income before reclassifications of derivative gains and losses: Other Comprehensive Income Before Reclassifications During Three Months Ended Nine Months Ended Derivatives Designated as Hedging Instruments February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023 Interest rate swaps $ 731 $ 3,083 $ 4,439 $ 655 The following table summarizes the reclassification of derivative gains and losses into net (loss) income from accumulated other comprehensive income (loss): Gain Reclassified During Three Months Ended Nine Months Ended Derivatives Designated as Hedging Instruments Location of Gain Reclassified February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023 Interest rate swaps Interest expense $ 592 $ 105 $ 1,695 $ 105 |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Feb. 29, 2024 | |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income represents net (loss) income and any revenues, expenses, gains and losses that, under U.S. generally accepted accounting principles, are excluded from net (loss) income and recognized directly as a component of equity. Accumulated other comprehensive (loss) income consists of foreign currency translation adjustments and unrealized gains or losses on our marketable securities and derivative instruments. |
Fair Value of Financial Instruments | 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 certain financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable, our revolving credit agreement, and long-term debt, approximate their fair value based on either their short maturity or current terms for similar instruments. |
Leases | Leases We lease various manufacturing, laboratory, warehousing and distribution facilities, administrative and sales offices, equipment and vehicles under operating leases. We evaluate our contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease. Currently, many of our leases are classified as operating leases. Operating leases are included in other assets, other accruals and other non-current liabilities on the Company’s condensed consolidated balance sheets. Finance leases are included in net property and equipment and current portion of finance lease on the Company’s condensed consolidated balance sheets. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease. Costs associated with finance leases are recognized on a straight-line basis within depreciation and interest expense over the term of the lease. The right-of-use operating lease assets were $ 15,301 and $ 11,933 as of February 29, 2024 and May 31, 2023, respectively. The total current and non-current operating lease liabilities were $ 15,771 and $ 12,089 as of February 29, 2024 and May 31, 2023 , respectively. The finance lease assets were $ 2,496 as of February 29, 2024 . There were no finance leases recorded as of May 31, 2023. See Note 10 , "Debt", for detail on the finance lease liabilities. |
Derivatives | 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 statement of income 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. |
Estimates And Assumption | ESTIMATES AND ASSUMPTIONS 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 disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates the estimates, including, but not limited to, variable consideration related to revenue recognition, allowances for doubtful accounts, the market value of, and demand for, inventories, stock-based compensation, provision for income taxes and related balance sheet accounts, accruals, goodwill and other intangible assets and derivatives. 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. |
Accounts Receivable and Concentrations of Credit Risk | Accounts Receivable and Concentrations of Credit Risk Financial instruments which potentially subject Neogen to concentrations of credit risk consist principally of accounts receivable. Management attempts to minimize credit risk by reviewing customers’ credit histories before extending credit and by monitoring credit exposure on a regular basis. Collateral or other security is generally not required for accounts receivable. We maintain an allowance for customer accounts that reduces receivables to amounts that are expected to be collected. In estimating the allowance for doubtful accounts, management considers relevant information about past events, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets. Once a receivable balance has been determined to be uncollectible, generally after all collection efforts have been exhausted, that amount is charged against the allowance for doubtful accounts . No customer accounted for more than 10 % of accounts receivable at February 29, 2024 or May 31, 2023 , respectively. |
Inventory | Inventory The reserve for obsolete and slow-moving inventory is reviewed at least quarterly based on an analysis of the inventory, considering the current condition of the asset as well as other known facts and future plans. The reserve required to record inventory at the lower of cost or net realizable value is adjusted as conditions change. Product obsolescence may be caused by shelf-life expiration, discontinuance of a product line, replacement products in the marketplace or other competitive situations. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over fair value of tangible net assets of acquired businesses after amounts are allocated to other identifiable intangible assets. The Company's business is organized into two operating segments: Food Safety and Animal Safety. Under the goodwill guidance, management determined that each of its segments represents a reporting unit. Other intangible assets include customer relationships, trademarks, licenses, trade names, covenants not-to-compete and patents. Customer relationship intangibles are amortized on either an accelerated or straight-line basis, reflecting the pattern in which the economic benefits are consumed, while all other amortizable intangibles are amortized on a straight-line basis. Intangibles are amortized over 2 to 25 years. Management reviews the carrying amounts of goodwill annually at the reporting unit level, or when indications of impairment exist, to determine if goodwill may be impaired. Goodwill is tested for impairment annually in the fourth quarter. During management's annual test or when there are indicators of impairment, if the carrying amount is deemed to be less than fair value based upon a discounted cash flow analysis and comparison to EBITDA multiples of peer companies, goodwill is reduced to the estimated fair value and a charge is recorded to operations. Amortizable intangible assets are tested for impairment when indications of impairment exist. If the carrying amounts of these assets are deemed to be less than fair value based upon a discounted cash flow analysis, such assets are reduced to their estimated fair value and a charge is recorded to operations. |
Long-lived Assets | Long-Lived Assets Management reviews the carrying values of its long-lived assets to be held and used, including definite-lived intangible assets, for possible impairment whenever events or changes in business conditions warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated separately identifiable undiscounted cash flows over the remaining useful life of the asset indicate that the carrying amount of the asset may not be recoverable. In such an event, fair value is determined using discounted cash flows and, if lower than the carrying value, impairment is recognized through a charge to operations. |
Business Combinations | Business Combinations We utilize the acquisition method of accounting for business combinations. This method requires, among other things, that results of operations of acquired companies are included in Neogen’s results of operations beginning on the respective acquisition dates and that assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair values of the net assets acquired is recognized as goodwill. As part of our acquisition accounting, the Company will recognize intangible assets. Management determines the fair value of the intangible assets by applying certain valuation methodologies, including the multi-period excess earnings method, which involves the use of significant estimates and assumptions related to forecasted revenue growth rate and customer attrition rate. Valuation specialists are often used to develop and evaluate the appropriateness of the multi-period excess earnings method, our discount rates, our attrition rate and our fair value estimates using our cash flow projections. The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed 12 months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. Our estimates of fair value are based on assumptions believed to be reasonable at that time. If we made different estimates or judgments, it could result in material differences in the fair values of the net assets acquired. |
Equity Compensation Plans | Equity Compensation Plans Share options, restricted stock units (RSUs) and shares of stock awarded to employees under certain stock purchase plans are recognized as compensation expense based on their fair value at grant date. The fair market value of options granted under the Company stock option plans was estimated on the date of grant using the Black-Scholes option-pricing model with assumptions for inputs such as interest rates, expected dividends, an estimate of award forfeitures, volatility measures and specific employee exercise behavior patterns based on statistical data. Some of the inputs used are not market-observable and are estimated or derived from available data. Use of different estimates would produce different option values, which in turn would result in higher or lower compensation expense recognized. For RSUs, we use the intrinsic value method to value the units. To value equity awards, several recognized valuation models exist; none of these models can be singled out as being the best or most correct. The model applied by us can accommodate most of the specific features included in the options granted, which is the reason for its use. If different models were used, the option values could differ despite using the same inputs. Accordingly, using different assumptions coupled with using a different valuation model could have a significant impact on the fair value of employee stock options. Fair value could be either higher or lower than the number provided by the model applied and the inputs used. Further information on our equity compensation plans, including inputs used to determine the fair value of options, is disclosed in Note 7 , "Equity Compensation Plans." |
Income Taxes | Income Taxes We account for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and for tax credit carryforwards and are measured using the enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred income tax expense represents the change in net deferred income tax assets and liabilities during the year. |
New Accounting Pronouncements Not Yet Adopted | 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. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes. 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. The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes. |
Cash and Marketable Securities
Cash and Marketable Securities (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Schedule Of Classification And Maturities Of Marketable Securities | Marketable Securities as of February 29, 2024 and May 31, 2023 are listed below by classification and remaining maturities. Maturity February 29, 2024 May 31, 2023 Commercial Paper & Corporate Bonds 0 - 90 days $ 6,687 $ 22,552 91 - 180 days 323 35,692 181 days - 1 year — 23,768 1 - 2 years — 317 Total Marketable Securities $ 7,010 $ 82,329 |
Summary of components of marketable securities | The components of marketable securities, consisting of commercial paper and corporate bonds, as of February 29, 2024 are as follows: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial Paper & Corporate Bonds $ 7,023 $ — $ ( 13 ) $ 7,010 The components of marketable securities, consisting of commercial paper and corporate bonds, as of May 31, 2023 are as follows: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Commercial Paper & Corporate Bonds $ 83,549 $ — $ ( 1,220 ) $ 82,329 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Schedule of Components of Inventories | Inventories are stated at the lower of cost, determined by the first-in, first-out method, or net realizable value. The components of inventories follow: February 29, 2024 May 31, 2023 Raw materials $ 70,143 $ 66,617 Work-in-process 11,391 5,369 Finished and purchased goods 110,395 68,100 Inventory reserve ( 9,539 ) ( 6,274 ) $ 182,390 $ 133,812 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Summary of Disaggregated Revenue by Geographic Location | The following table presents the Company’s revenue disaggregated by geographic location: Three Months Ended February 29/28, Nine Months Ended February 29/28, 2024 2023 2024 2023 Domestic $ 124,226 $ 109,919 $ 348,848 $ 304,974 International 104,586 108,336 338,580 275,663 Total revenue $ 228,812 $ 218,255 $ 687,428 $ 580,637 |
Operating Segments | |
Summary of Disaggregated Revenue by Geographic Location | The following table presents disaggregated revenue by major product and service categories during the three and nine months ended February 29, 2024 and February 28, 2023: Three Months Ended February 29/28, Nine Months Ended February 29/28, 2024 2023 2024 2023 Food Safety Natural Toxins & Allergens 19,738 $ 19,198 $ 63,116 $ 61,236 Bacterial & General Sanitation 40,395 39,444 128,393 91,293 Indicator Testing, Culture Media & Other 81,168 77,955 246,812 179,293 Rodent Control, Insect Control & Disinfectants 10,136 9,550 32,180 29,502 Genomics Services 6,317 5,395 17,934 16,204 $ 157,754 $ 151,542 $ 488,435 $ 377,528 Animal Safety Life Sciences $ 1,372 $ 1,440 $ 4,710 $ 4,456 Veterinary Instruments & Disposables 17,976 15,428 47,845 46,534 Animal Care & Other 10,066 8,735 27,226 29,830 Rodent Control, Insect Control & Disinfectants 23,055 20,242 65,694 63,121 Genomics Services 18,589 20,868 53,518 59,168 71,058 66,713 198,993 203,109 Total Revenues $ 228,812 $ 218,255 $ 687,428 $ 580,637 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Schedule of Calculation of Net (Loss) Income Per Share | The calculation of net (loss) income per share follows: Three Months Ended February 29/28, Nine Months Ended February 29/28, 2024 2023 2024 2023 Numerator for basic and diluted net (loss) income per share: Net (loss) income attributable to Neogen $ ( 2,022 ) $ 8,190 $ ( 4,006 ) $ ( 28,442 ) Denominator for basic net (loss) income per share: Weighted average shares 216,597,777 216,217,702 216,438,643 179,666,118 Effect of dilutive stock options and RSUs — 181,301 — — Denominator for diluted net (loss) income per share 216,597,777 216,399,003 216,438,643 179,666,118 Net (loss) income per share: Basic $ ( 0.01 ) $ 0.04 $ ( 0.02 ) $ ( 0.16 ) Diluted $ ( 0.01 ) $ 0.04 $ ( 0.02 ) $ ( 0.16 ) |
Segment Information and Geogr_2
Segment Information and Geographic Data (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Schedule of Segment Information | Segment information follows: Food Animal Corporate and (1) Total As of and during the three months ended February 29, 2024 Product revenues to external customers $ 149,709 $ 52,469 $ — $ 202,178 Service revenues to external customers 8,045 18,589 — 26,634 Total revenues to external customers $ 157,754 $ 71,058 $ — $ 228,812 Operating income (loss) $ 15,915 $ 14,781 $ ( 18,673 ) $ 12,023 Total assets $ 4,071,831 $ 344,205 $ 166,456 $ 4,582,492 As of and during the three months ended February 28, 2023 Product revenues to external customers $ 144,843 $ 45,845 $ — $ 190,688 Service revenues to external customers 6,699 20,868 — 27,567 Total revenues to external customers $ 151,542 $ 66,713 $ — $ 218,255 Operating income (loss) $ 11,011 $ 10,752 $ ( 6,079 ) $ 15,684 Total assets $ 3,975,921 $ 349,628 $ 183,215 $ 4,508,764 (1) Includes corporate assets, consisting principally of cash and cash equivalents, marketable securities, current and deferred tax accounts and overhead expenses not allocated to specific business segments. Also includes the elimination of intersegment transactions. Food Animal Corporate and (1) Total As of and during the nine months ended February 29, 2024 Product revenues to external customers $ 464,973 $ 145,475 $ — $ 610,448 Service revenues to external customers 23,462 53,518 — 76,980 Total revenues to external customers $ 488,435 $ 198,993 $ — $ 687,428 Operating income (loss) $ 62,485 $ 30,876 $ ( 47,738 ) $ 45,623 As of and during the nine months ended February 28, 2023 Product revenues to external customers $ 356,856 $ 143,941 $ — $ 500,797 Service revenues to external customers 20,672 59,168 — 79,840 Total revenues to external customers 377,528 203,109 - 580,637 Operating income (loss) 41,053 35,439 ( 62,402 ) 14,090 (1) Includes the elimination of intersegment transactions. |
Summary of Disaggregated Revenue by Geographic Location | The following table presents the Company’s revenue disaggregated by geographic location: Three Months Ended February 29/28, Nine Months Ended February 29/28, 2024 2023 2024 2023 Domestic $ 124,226 $ 109,919 $ 348,848 $ 304,974 International 104,586 108,336 338,580 275,663 Total revenue $ 228,812 $ 218,255 $ 687,428 $ 580,637 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Corvium Inc [Member] | |
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Net [Line Items] | |
Summary of Final Purchase Price Allocation Based upon Fair Value of Assets Acquired And Liabilities Assumed | 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 |
Three M Food Safety Transaction [Member] | |
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Net [Line Items] | |
Summary of Final Purchase Price Allocation Based upon Fair Value of Assets Acquired And Liabilities Assumed | 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 |
Summary of Business Acquisition, Pro Forma Information | The following table presents pro forma information as if the merger with the 3M FSD business had occurred on June 1, 2022 and had been combined with the results reported in our condensed consolidated statements of operations for all periods presented: Three Months Ended February 29/28, Nine Months Ended February 29/28, 2024 2023 2024 2023 Net sales $ 228,812 $ 218,255 $ 687,428 $ 678,149 Operating Income $ 12,023 $ 15,684 $ 45,623 $ 19,121 |
Summary of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the intangible assets acquired and the useful life of these assets. Fair Value Useful Life in Years Trade Names and Trademarks $ 108,434 25 Developed Technology 277,650 15 Customer Relationships 1,173,721 20 Total intangible assets acquired $ 1,559,805 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Summary of Goodwill by Business Segment | The following table summarizes goodwill by reportable segment: Food Safety Animal Safety Total May 31, 2023 $ 2,056,161 $ 81,335 $ 2,137,496 Acquisitions (1) 250 — 250 Foreign currency translation and other ( 1,309 ) ( 99 ) ( 1,408 ) February 29, 2024 $ 2,055,102 $ 81,236 $ 2,136,338 (1) Represents measurement period adjustments relating to our 3M FSD and Corvium acquisitions. |
Summary of Amortizable of Intangible Assets | Amortizable intangible assets consisted of the following and are included in customer-based intangibles and other non-current assets within the condensed consolidated balance sheets: Gross Less Net Licenses $ 20,624 $ 8,147 $ 12,477 Covenants not to compete 486 429 57 Patents 7,988 4,244 3,744 Customer relationships 1,245,545 125,123 1,120,422 Trade names and trademarks 122,974 9,060 113,914 Developed technology 307,511 35,994 271,517 Other product and service-related intangibles 23,907 6,294 17,613 February 29, 2024 $ 1,729,035 $ 189,291 $ 1,539,744 Licenses $ 16,010 $ 6,763 $ 9,247 Covenants not to compete 488 384 104 Patents 8,499 4,865 3,634 Customer relationships 1,244,635 81,577 1,163,058 Trade names and trademarks 111,172 3,583 107,589 Developed technology 309,609 20,175 289,434 Other product and service-related intangibles 23,628 5,907 17,721 May 31, 2023 $ 1,714,041 $ 123,254 $ 1,590,787 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long Term Debt and Finance Lease | The Company’s debt and finance lease consists of the following: February 29, 2024 May 31, 2023 Term Loan $ 550,000 $ 550,000 Senior Notes 350,000 350,000 Finance Lease 2,521 — Total debt and finance lease 902,521 900,000 Less: Current portion ( 2,521 ) — Total non-current debt 900,000 900,000 Less: Unamortized debt issuance costs ( 12,347 ) ( 14,561 ) Total non-current debt, net $ 887,653 $ 885,439 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Feb. 29, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Other Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Financial Position Location | Fair Value of Derivatives Not Designated as Hedging Instruments Balance Sheet Location February 29, 2024 May 31, 2023 Foreign currency forward contracts, net Other (payable) receivable $ ( 160 ) $ 140 |
Schedule of Gain Loss From Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Location | 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 Derivatives Not Designated as Hedging Instruments Location in statements of operations February 29, 2024 February 28, 2023 Foreign currency forward contracts Other income (expense) $ 150 $ ( 1,564 ) Nine Months Ended Derivatives Not Designated as Hedging Instruments Location in statements of operations February 29, 2024 February 28, 2023 Foreign currency forward contracts Other expense $ ( 391 ) $ ( 9,812 ) |
Summary of Interest Rate Swaps on Recurring Basis Using Observable Market Inputs for Similar Assets or Liabilities | 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 February 29, 2024 May 31, 2023 Interest rate swap – current Other current assets $ 2,091 $ 2,087 Interest rate swap – non-current Other non-current liabilities ( 1,163 ) ( 4,770 ) |
Summary of Pre-tax Other Comprehensive Income (Loss) and Accumulated Other Comprehensive Income (Loss) | The following table summarizes the other comprehensive income before reclassifications of derivative gains and losses: Other Comprehensive Income Before Reclassifications During Three Months Ended Nine Months Ended Derivatives Designated as Hedging Instruments February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023 Interest rate swaps $ 731 $ 3,083 $ 4,439 $ 655 The following table summarizes the reclassification of derivative gains and losses into net (loss) income from accumulated other comprehensive income (loss): Gain Reclassified During Three Months Ended Nine Months Ended Derivatives Designated as Hedging Instruments Location of Gain Reclassified February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023 Interest rate swaps Interest expense $ 592 $ 105 $ 1,695 $ 105 |
Description of Business and B_3
Description of Business and Basis of Presentation - Additional Information (Detail) | 9 Months Ended | 12 Months Ended | |
Sep. 01, 2022 shares | Feb. 29, 2024 USD ($) Segment | May 31, 2023 USD ($) | |
Significant Accounting Policies [Line Items] | |||
Right of use assets | $ 15,301,000 | $ 11,933,000 | |
Lease liabilities | 15,771,000 | 12,089,000 | |
Finance lease assets | $ 2,496,000 | $ 0 | |
Number of operating segments | Segment | 2 | ||
Number Of Days Determined On Fair Value Of Assets And Liabilities From The Acquisition Date | 12 months | ||
Customer One | |||
Significant Accounting Policies [Line Items] | |||
Concentration Risk Receivables Single Customer Percentage | 10% | 10% | |
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Useful Life in Years | 2 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Useful Life in Years | 25 years | ||
Three M Food Safety Transaction [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of shares issued in business acquisitions | shares | 108,269,946 | ||
Three M Food Safety Transaction [Member] | Premerger Neogen Shareholders [Member] | Postmerger Neogen Corp [Member] | |||
Significant Accounting Policies [Line Items] | |||
Minority interest ownership percentage by Noncontrolling owners | 49.90% |
Cash and Marketable Securitie_2
Cash and Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Feb. 29, 2024 | May 31, 2023 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Cash and cash equivalents | $ 161,437 | $ 163,240 |
Marketable securities, maturity period | 90 days | |
Minimum | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Marketable securities, maturity period | 91 days | |
Maximum | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Marketable securities, maturity period | 2 years |
Cash And Marketable Securitie_3
Cash And Marketable Securities - Schedule Of Classification And Maturities Of Marketable Securities (Detail) - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Marketable Securities, Current | $ 7,010 | $ 82,329 |
Maturing in 0 - 90 days | ||
Marketable Securities, Current | $ 6,687 | $ 22,552 |
Investment, Type [Extensible Enumeration] | Commercial Paper [Member] | Commercial Paper [Member] |
Maturing in 91 - 180 days | ||
Marketable Securities, Current | $ 323 | $ 35,692 |
Investment, Type [Extensible Enumeration] | Commercial Paper [Member] | Commercial Paper [Member] |
Maturing in 181 days - 1 year | ||
Marketable Securities, Current | $ 0 | $ 23,768 |
Investment, Type [Extensible Enumeration] | Commercial Paper [Member] | Commercial Paper [Member] |
Maturing in 1 - 2 years | ||
Marketable Securities, Current | $ 0 | $ 317 |
Investment, Type [Extensible Enumeration] | Commercial Paper [Member] | Commercial Paper [Member] |
Cash and Marketable Securitie_4
Cash and Marketable Securities - Summary of components of marketable securities (Detail) - Commercial Paper And Corporate Bonds [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Feb. 29, 2024 | May 31, 2023 | |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 7,023 | $ 83,549 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (13) | (1,220) |
Fair Value | $ 7,010 | $ 82,329 |
Inventories - (Detail)
Inventories - (Detail) - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Inventory [Line Items] | ||
Raw materials | $ 70,143 | $ 66,617 |
Work-in-process | 11,391 | 5,369 |
Finished and purchased goods | 110,395 | 68,100 |
Inventory reserve | (9,539) | (6,274) |
Inventories | $ 182,390 | $ 133,812 |
Revenue Recognition (Additional
Revenue Recognition (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Revenue from Contract with Customer [Abstract] | ||||
Products and services, payment terms | 30 to 60 days | |||
Contract assets | $ 0 | $ 0 | ||
Contract liabilities | 0 | 0 | ||
Additions to deferred revenue | 5,116 | $ 4,601 | 11,094 | $ 9,272 |
Deferred revenue recognized | $ 4,308 | $ 2,918 | $ 10,224 | $ 7,967 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | $ 228,812 | $ 218,255 | $ 687,428 | $ 580,637 |
Food Safety | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 157,754 | 151,542 | 488,435 | 377,528 |
Food Safety | Natural Toxins & Allergens | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 19,738 | 19,198 | 63,116 | 61,236 |
Food Safety | Bacterial & General Sanitation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 40,395 | 39,444 | 128,393 | 91,293 |
Food Safety | Indicator Testing, Culture Media & Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 81,168 | 77,955 | 246,812 | 179,293 |
Food Safety | Rodenticides, Insecticides & Disinfectants | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 10,136 | 9,550 | 32,180 | 29,502 |
Food Safety | Genomics Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 6,317 | 5,395 | 17,934 | 16,204 |
Animal Safety | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 71,058 | 66,713 | 198,993 | 203,109 |
Animal Safety | Rodenticides, Insecticides & Disinfectants | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 23,055 | 20,242 | 65,694 | 63,121 |
Animal Safety | Genomics Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 18,589 | 20,868 | 53,518 | 59,168 |
Animal Safety | Life Sciences | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 1,372 | 1,440 | 4,710 | 4,456 |
Animal Safety | Veterinary Instruments & Disposables | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | 17,976 | 15,428 | 47,845 | 46,534 |
Animal Safety | Animal Care & Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenues, net | $ 10,066 | $ 8,735 | $ 27,226 | $ 29,830 |
Net (Loss) Income Per Share - C
Net (Loss) Income Per Share - Calculation of Net (Loss) Income Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Earnings Per Share [Line Items] | ||||
Numerator for basic and diluted net (loss) income per share: - Net (loss) income attributable to Neogen | $ (2,022) | $ 8,190 | $ (4,006) | $ (28,442) |
Denominator for basic net (loss) income per share - Weighted average shares | 216,597,777 | 216,217,702 | 216,438,643 | 179,666,118 |
Effect of dilutive stock options and RSUs | 181,301 | |||
Denominator for diluted net (loss) income per share | 216,597,777 | 216,399,003 | 216,438,643 | 179,666,118 |
Net (loss) income per share: | ||||
Basic | $ (0.01) | $ 0.04 | $ (0.02) | $ (0.16) |
Diluted | $ (0.01) | $ 0.04 | $ (0.02) | $ (0.16) |
Segment Information and Geogr_3
Segment Information and Geographic Data - Additional Information (Detail) | 9 Months Ended |
Feb. 29, 2024 Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 2 |
Segment Information and Geogr_4
Segment Information and Geographic Data - Schedule of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | May 31, 2023 | ||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | $ 228,812 | $ 218,255 | $ 687,428 | $ 580,637 | ||||||
Operating income (loss) | 12,023 | 15,684 | 45,623 | 14,090 | ||||||
Total Assets | 4,582,492 | 4,508,764 | 4,582,492 | 4,508,764 | $ 4,554,432 | |||||
Operating Segments | Food Safety | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 157,754 | 151,542 | 488,435 | 377,528 | ||||||
Operating income (loss) | 15,915 | 11,011 | 62,485 | 41,053 | ||||||
Total Assets | 4,071,831 | 3,975,921 | 4,071,831 | 3,975,921 | ||||||
Operating Segments | Animal Safety | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 71,058 | 66,713 | 198,993 | 203,109 | ||||||
Operating income (loss) | 14,781 | 10,752 | 30,876 | 35,439 | ||||||
Total Assets | 344,205 | 349,628 | 344,205 | 349,628 | ||||||
Product Revenues | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 202,178 | 190,688 | 610,448 | 500,797 | ||||||
Product Revenues | Operating Segments | Food Safety | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 149,709 | 144,843 | 464,973 | 356,856 | ||||||
Product Revenues | Operating Segments | Animal Safety | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 52,469 | 45,845 | 145,475 | 143,941 | ||||||
Service Revenues | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 26,634 | 27,567 | 76,980 | 79,840 | ||||||
Service Revenues | Operating Segments | Food Safety | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 8,045 | 6,699 | 23,462 | 20,672 | ||||||
Service Revenues | Operating Segments | Animal Safety | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 18,589 | 20,868 | 53,518 | 59,168 | ||||||
Corporate and Eliminations | Operating Segments | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 0 | [1] | 0 | [1] | 0 | [2] | 0 | [2] | ||
Operating income (loss) | (18,673) | [1] | (6,079) | [1] | (47,738) | [2] | (62,402) | [2] | ||
Total Assets | [1] | 166,456 | 183,215 | 166,456 | 183,215 | |||||
Corporate and Eliminations | Product Revenues | Operating Segments | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | 0 | [1] | 0 | [1] | 0 | [2] | 0 | [2] | ||
Corporate and Eliminations | Service Revenues | Operating Segments | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Total revenues to external customers | $ 0 | [1] | $ 0 | [1] | $ 0 | [2] | $ 0 | [2] | ||
[1] Includes corporate assets, consisting principally of cash and cash equivalents, marketable securities, current and deferred tax accounts and overhead expenses not allocated to specific business segments. Also includes the elimination of intersegment transactions. Includes the elimination of intersegment transactions. |
Segment Information and Geogr_5
Segment Information and Geographic Data - Disaggregated Revenue by Geographic Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Revenues by Geographic Location [Line Items] | ||||
Total revenue | $ 228,812 | $ 218,255 | $ 687,428 | $ 580,637 |
Domestic | ||||
Revenues by Geographic Location [Line Items] | ||||
Total revenue | 124,226 | 109,919 | 348,848 | 304,974 |
International | ||||
Revenues by Geographic Location [Line Items] | ||||
Total revenue | $ 104,586 | $ 108,336 | $ 338,580 | $ 275,663 |
Equity Compensation Plans - Add
Equity Compensation Plans - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Compensation expense related to share based awards | $ 3,679 | $ 2,812 | $ 9,829 | $ 7,311 |
Employee Stock Purchase Plan | 2011 Employee Stock Purchase Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Annual maximum limit percentage of compensation to purchase shares | 5% | |||
Employee stock purchase plan stock price percentage | 10% | |||
Minimum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option vesting period | 3 years | |||
Stock option contractual terms | 5 years | |||
Minimum | 2018 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option vesting period | 3 years | |||
Average | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option contractual terms | 7 years | |||
Maximum | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option vesting period | 5 years | |||
Stock option contractual terms | 10 years | |||
Maximum | 2018 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option vesting period | 5 years |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Feb. 10, 2023 | Sep. 01, 2022 | Jul. 01, 2022 | Nov. 30, 2022 | Feb. 29, 2024 | Aug. 31, 2023 | Feb. 28, 2023 | Nov. 30, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | Oct. 31, 2023 | May 31, 2023 | |
Business Acquisition [Line Items] | ||||||||||||
Cash consideration for purchase of business | $ 1,310 | $ 37 | ||||||||||
Purchase price allocation for accounts receivable | 177 | |||||||||||
Purchase price allocation for inventory | 232 | |||||||||||
Purchase price allocation for land, property and equipment | 16 | |||||||||||
Purchase price allocation for intangible assets | 620 | |||||||||||
Purchase price allocation for accounts payable | 98 | |||||||||||
Purchase price allocation for deferred tax liability | 124 | |||||||||||
Purchase price allocation for other current liabilities | 6 | |||||||||||
Purchase price allocation for other non-current assets | 6 | |||||||||||
Cash paid to former owner for purchase of business | $ 234 | |||||||||||
Purchase price allocation for Prepaid Expenses | 3 | |||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 0 | $ (13,237) | ||||||||||
Maximum potential Payments | $ 8,500 | |||||||||||
Other non-current liabilities | (930) | |||||||||||
Adjustments to intangible assets | $ 100 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 2,262,841 | |||||||||||
Goodwill | $ 2,136,338 | 2,136,338 | $ 2,137,496 | |||||||||
Operating Income (Loss) | 12,023 | $ 15,684 | 45,623 | 14,090 | ||||||||
Amortization expense for acquired intangible assets | 23,704 | 22,926 | 71,101 | 47,995 | ||||||||
Thaineo Biotech Co Ltd | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Consideration for purchase of business | $ 1,581 | |||||||||||
Three M Food Safety Transaction [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price allocation for inventory | $ 18,403 | |||||||||||
Purchase price allocation for land, property and equipment | 25,832 | |||||||||||
Purchase price allocation for intangible assets | 1,559,805 | |||||||||||
Purchase price allocation for deferred tax liability | 352,636 | |||||||||||
Other non-current liabilities | $ (2,832) | |||||||||||
Number of shares issued in business acquisitions | 108,269,946 | |||||||||||
Stock Issued During Period, Value, Acquisitions | $ 2,200,000 | |||||||||||
Non-cash consideration | 3,200,000 | |||||||||||
Goodwill | 1,974,870 | 1,970,000 | 1,970,000 | |||||||||
Business acquisition, goodwill, not deductible for tax purposes | 1,920,000 | 1,920,000 | ||||||||||
Revenues | 228,812 | 218,255 | 687,428 | 678,149 | ||||||||
Operating Income (Loss) | 12,023 | $ 15,684 | 45,623 | $ 19,121 | ||||||||
Three M Food Safety Transaction [Member] | Accounts Receivable Prepaid expenses and other current assets [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Accounts receivable | $ 461 | $ 461 | $ 12,365 | |||||||||
Corvium Inc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase price allocation for land, property and equipment | 13 | |||||||||||
Purchase price allocation for intangible assets | 10,280 | |||||||||||
Consideration for purchase of business | 24,067 | |||||||||||
Unearned revenue liability | 1,827 | |||||||||||
Purchase price allocation for Prepaid Expenses | 66 | |||||||||||
Other non-current liabilities | (930) | |||||||||||
Escrow Deposit | 9,004 | |||||||||||
Escrow balance released | $ 8,000 | |||||||||||
Goodwill | $ 16,884 | |||||||||||
Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite lived intangible assets, useful life | 2 years | 2 years | ||||||||||
Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite lived intangible assets, useful life | 25 years | 25 years | ||||||||||
Garden SpinCo [Member] | Three M Food Safety Transaction [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-cash consideration by additional financing | $ 1,000,000 | |||||||||||
Postmerger Neogen Corp [Member] | Garden SpinCo [Member] | Three M Food Safety Transaction [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Minority interest ownership percentage by Parent | 50.10% | |||||||||||
Postmerger Neogen Corp [Member] | Premerger Neogen Shareholders [Member] | Three M Food Safety Transaction [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Minority interest ownership percentage by Noncontrolling owners | 49.90% |
Business Combinations - Summary
Business Combinations - Summary of Final Purchase Price Allocation Based upon Fair Value of Assets Acquired And Liabilities Assumed (Detail) - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 | Feb. 10, 2023 | Sep. 01, 2022 | Jul. 01, 2022 |
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Net [Line Items] | |||||
Inventories | $ 232 | ||||
Prepaids and other current assets | 3 | ||||
Property, plant and equipment | 16 | ||||
Intangible assets | 620 | ||||
Deferred tax liabilities | $ (124) | ||||
Other non-current liabilities | $ (930) | ||||
Goodwill | $ 2,136,338 | $ 2,137,496 | |||
Corvium Inc [Member] | |||||
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Net [Line Items] | |||||
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 | ||||
Three M Food Safety Transaction [Member] | |||||
Business Combination Recognized Identifiable Assets Acquired Goodwill And Liabilities Assumed Net [Line Items] | |||||
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 non-current liabilities | (2,832) | ||||
Total identifiable assets and liabilities acquired | 1,263,743 | ||||
Goodwill | $ 1,970,000 | 1,974,870 | |||
Total purchase consideration | $ 3,238,613 |
Business Combinations - Summa_2
Business Combinations - Summary of Finite-Lived Intangible Assets Acquired as Part of Business Combination (Detail) - Three M Food Safety Transaction [Member] $ in Thousands | 9 Months Ended |
Feb. 29, 2024 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 1,559,805 |
Trademarks and Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 108,434 |
Useful Life in Years | 25 years |
Developed Technology Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 277,650 |
Useful Life in Years | 15 years |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 1,173,721 |
Useful Life in Years | 20 years |
Business Combinations - Summa_3
Business Combinations - Summary of Business Acquisition, Pro Forma Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Business Acquisition Pro Forma Information [Line Items] | ||||
Operating Income | $ 12,023 | $ 15,684 | $ 45,623 | $ 14,090 |
Three M Food Safety Transaction [Member] | ||||
Business Acquisition Pro Forma Information [Line Items] | ||||
Net sales | 228,812 | 218,255 | 687,428 | 678,149 |
Operating Income | $ 12,023 | $ 15,684 | $ 45,623 | $ 19,121 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Goodwill by Business Segment (Detail) $ in Thousands | 9 Months Ended | |
Feb. 29, 2024 USD ($) | ||
Goodwill [Line Items] | ||
Beginning Balance | $ 2,137,496 | |
Acquisitions | 250 | [1] |
Foreign currency translation and other | (1,408) | |
Ending Balance | 2,136,338 | |
Food Safety | ||
Goodwill [Line Items] | ||
Beginning Balance | 2,056,161 | |
Acquisitions | 250 | [1] |
Foreign currency translation and other | (1,309) | |
Ending Balance | 2,055,102 | |
Animal Safety | ||
Goodwill [Line Items] | ||
Beginning Balance | 81,335 | |
Foreign currency translation and other | (99) | |
Ending Balance | $ 81,236 | |
[1] Represents measurement period adjustments relating to our 3M FSD and Corvium acquisitions. |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Amortizable of Intangible Assets (Detail) - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,729,035 | $ 1,714,041 |
Less Accumulated Amortization | 189,291 | 123,254 |
Net Carrying Amount | 1,539,744 | 1,590,787 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,624 | 16,010 |
Less Accumulated Amortization | 8,147 | 6,763 |
Net Carrying Amount | 12,477 | 9,247 |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 486 | 488 |
Less Accumulated Amortization | 429 | 384 |
Net Carrying Amount | 57 | 104 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,988 | 8,499 |
Less Accumulated Amortization | 4,244 | 4,865 |
Net Carrying Amount | 3,744 | 3,634 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,245,545 | 1,244,635 |
Less Accumulated Amortization | 125,123 | 81,577 |
Net Carrying Amount | 1,120,422 | 1,163,058 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 122,974 | 111,172 |
Less Accumulated Amortization | 9,060 | 3,583 |
Net Carrying Amount | 113,914 | 107,589 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 307,511 | 309,609 |
Less Accumulated Amortization | 35,994 | 20,175 |
Net Carrying Amount | 271,517 | 289,434 |
Other products and service-related intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,907 | 23,628 |
Less Accumulated Amortization | 6,294 | 5,907 |
Net Carrying Amount | $ 17,613 | $ 17,721 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | May 31, 2023 | |
Amortization expense for intangible assets | $ 23,704 | $ 22,926 | $ 71,101 | $ 47,995 | |
Estimated amortization expense for period, 2024 | 95,000 | 95,000 | |||
Estimated amortization expense for period, 2028 | $ 97,000 | $ 97,000 | |||
Maximum | |||||
Finite lived intangible assets, useful life | 25 years | 25 years | |||
Minimum | |||||
Finite lived intangible assets, useful life | 2 years | 2 years | |||
Licenses | |||||
Other non-amortizable intangible assets | $ 569 | ||||
Licenses | Maximum | |||||
Finite lived intangible assets, useful life | 20 years | 20 years | |||
Licenses | Minimum | |||||
Finite lived intangible assets, useful life | 2 years | 2 years | |||
Trademarks | |||||
Other non-amortizable intangible assets | 12,522 | ||||
Other Intangible Assets | |||||
Other non-amortizable intangible assets | $ 1,224 | ||||
Noncompete Agreements | Maximum | |||||
Finite lived intangible assets, useful life | 10 years | 10 years | |||
Noncompete Agreements | Minimum | |||||
Finite lived intangible assets, useful life | 3 years | 3 years | |||
Patents | Maximum | |||||
Finite lived intangible assets, useful life | 25 years | 25 years | |||
Patents | Minimum | |||||
Finite lived intangible assets, useful life | 5 years | 5 years | |||
Other products and service-related intangibles | Maximum | |||||
Finite lived intangible assets, useful life | 15 years | 15 years | |||
Other products and service-related intangibles | Minimum | |||||
Finite lived intangible assets, useful life | 5 years | 5 years | |||
Customer relationships | Maximum | |||||
Finite lived intangible assets, useful life | 20 years | 20 years | |||
Customer relationships | Minimum | |||||
Finite lived intangible assets, useful life | 9 years | 9 years | |||
Trade names and trademarks | Maximum | |||||
Finite lived intangible assets, useful life | 25 years | 25 years | |||
Trade names and trademarks | Minimum | |||||
Finite lived intangible assets, useful life | 5 years | 5 years | |||
Developed technology | Maximum | |||||
Finite lived intangible assets, useful life | 20 years | 20 years | |||
Developed technology | Minimum | |||||
Finite lived intangible assets, useful life | 10 years | 10 years |
Debt - Summary of Long Term Deb
Debt - Summary of Long Term Debt (Detail) - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt and finance lease | $ 902,521 | $ 900,000 |
Less: Current portion | (2,521) | |
Total non-current debt | 900,000 | 900,000 |
Less: Unamortized debt issuance costs | (12,347) | (14,561) |
Total non-current debt, net | 887,653 | 885,439 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 550,000 | 550,000 |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 350,000 | 350,000 |
Less: Unamortized debt issuance costs | (5,291) | $ (5,917) |
Finance Lease [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,521 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 31, 2022 | Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | May 31, 2023 | Nov. 30, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||||||
Unsecured revolving line of credit, total amount available | $ 15,000,000 | $ 15,000,000 | ||||||
Unsecured revolving line of credit, maturity date | Nov. 30, 2023 | |||||||
Unsecured revolving line of credit, interest terms | LIBOR plus 100 basis points | |||||||
Interest expense | 10,497,000 | $ 9,056,000 | $ 31,365,000 | $ 17,383,000 | ||||
Swap credit | 778,000 | 2,230,000 | 136,000 | |||||
Amortization of deferred debt issuance costs | 529,000 | 529,000 | 1,588,000 | 1,058,000 | ||||
Debt instrument accrued interest | 3,438,000 | $ 3,438,000 | ||||||
Debt issuance costs incurred | 6,683,000 | 6,683,000 | ||||||
Debt instrument interest expense | 7,756,000 | 7,756,000 | 23,267,000 | 19,089,000 | ||||
Interest expenses related to amortization, debt issuance costs | 209,000 | 209,000 | 627,000 | 557,000 | ||||
Principal payments, remainder of 2023 | 0 | 0 | ||||||
Principal payments in 2024 | 0 | 0 | ||||||
Principal payments in 2025 | 0 | 0 | ||||||
Principal payments in 2026 | 0 | 0 | ||||||
Prepayments of principal amount | 100,000,000 | 100,000,000 | ||||||
Accrued interest | 3,438,000 | 3,438,000 | 11,149,000 | |||||
Amortization of debt issuance costs on line of credit | 2,581,000 | 1,860,000 | ||||||
Unamortized debt Issuance expense | 12,347,000 | $ 12,347,000 | 14,561,000 | |||||
Interest Rate Swap [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | $ 550,000,000 | |||||||
Derivative, notional amount | $ 250,000,000 | |||||||
Interest Expense [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of annual commitment fee | 0.35% | |||||||
Commitment fee | $ 122,000 | 133,000 | $ 366,000 | 356,000 | ||||
Senior Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 350,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.625% | 8.625% | 8.625% | |||||
Debt Instrument, Term | 2030 years | |||||||
Total debt | $ 350,000,000 | $ 350,000,000 | 350,000,000 | |||||
Unamortized debt Issuance expense | 5,291,000 | 5,291,000 | 5,917,000 | |||||
Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument periodic payments | 100,000,000 | |||||||
Payments of debt issuance costs | 10,232,000 | |||||||
Unamortized debt Issuance expense | 7,056,000 | 7,056,000 | 8,644,000 | |||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 550,000,000 | 550,000,000 | 550,000,000 | |||||
Accrued interest | 0 | 0 | ||||||
Credit Agreement [Member] | Three M Food Safety Transaction [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unsecured revolving line of credit, total amount available | $ 150,000,000 | |||||||
Credit Agreement [Member] | Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | 650,000,000 | |||||||
Five Year Senior Secured Revolving Facility [Member] | Credit Agreement [Member] | Three M Food Safety Transaction [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit debt issuance costs gross | $ 2,361,000 | |||||||
Amortization of debt issuance costs on line of credit | 122,000 | $ 122,000 | 366,000 | $ 244,000 | ||||
Unamortized debt Issuance expense | $ 1,629,000 | $ 1,629,000 | $ 1,995,000 | |||||
Revolving Credit Facility | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of annual commitment fee | 0.20% | |||||||
Revolving Credit Facility | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of annual commitment fee | 0.35% | |||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unsecured revolving line of credit, maturity date | Jun. 30, 2027 | |||||||
Debt instrument description | revolving facility matures at the earlier of June 30, 2027 | |||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Credit Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unsecured revolving line of credit, spread | 150% | |||||||
Debt instrument interest rate effective percentage | 7.42% | |||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unsecured revolving line of credit, spread | 225% | |||||||
Debt instrument interest rate effective percentage | 7.68% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | May 31, 2023 | |
Income Taxes [Line Items] | |||||
Income tax benefit | $ 3,800 | $ 10,450 | $ 3,900 | $ 1,250 | |
Unrecognized tax benefits that would impact the tax effective rate | $ 1,949 | $ 1,949 | $ 1,087 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Feb. 29, 2024 | Feb. 29, 2024 | May 31, 2023 | |
Commitments and Contingencies Disclosure [Line Items] | |||
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities | Liabilities |
Estimated liability costs of remediation | $ 916 | $ 916 | $ 916 |
Estimated liability, measurement period, years | 15 years | ||
Estimated liability costs of remediation, current | $ 100 | $ 100 | |
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | Liabilities, Current | |
Estimated liability costs of remediation, non current | $ 816 | $ 816 | |
Environmental Loss Contingency, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |
Animal Safety | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Business interruption insurance proceeds relating to fire damage | $ 1,265 | ||
Gain on Business Interruption Insurance Recovery, Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Goods and Services Sold | ||
Minimum | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Environmental remediation expense | $ 38 | ||
Environmental Remediation Expense, before Recovery, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses | ||
Maximum | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Environmental remediation expense | $ 131 | ||
Environmental Remediation Expense, before Recovery, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Feb. 29, 2024 | Feb. 28, 2025 | May 31, 2023 | Nov. 30, 2022 | |
Derivative [Line Items] | ||||
Accumulated other comprehensive loss | $ (29,473) | $ (33,251) | ||
Scenario Forecast [Member] | ||||
Derivative [Line Items] | ||||
Accumulated other comprehensive loss | $ 2,091 | |||
Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 250,000 | |||
Fair value of interest rate swap | $ 928 | 2,683 | ||
Cash Flow Hedging [Member] | Base Rate | ||||
Derivative [Line Items] | ||||
Derivative fixed interest rate | 1.50% | |||
Not Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 65,088 | $ 15,500 | ||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 250,000 | |||
Derivatives, maturity date | Jun. 30, 2027 | |||
Derivative fixed interest rate | 4.215% | |||
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Prime Rate | ||||
Derivative [Line Items] | ||||
Derivative fixed interest rate | 2.25% |
Derivatives - Schedule of Other
Derivatives - Schedule of Other Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Financial Position Location (Detail) - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Not Designated as Hedging Instrument [Member] | Forward Contracts [Member] | Other Accruals [Member] | ||
Derivative [Line Items] | ||
Foreign currency forward contracts, net | $ (160) | $ 140 |
Derivatives - Schedule of Gain
Derivatives - Schedule of Gain Loss From Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Location (Detail) - Not Designated as Hedging Instrument [Member] - Forward Contracts [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Other Income (Expense) [Member] | ||||
Derivative [Line Items] | ||||
Foreign currency forward contracts | $ 150 | $ (1,564) | ||
Other Expense [Member] | ||||
Derivative [Line Items] | ||||
Foreign currency forward contracts | $ (391) | $ (9,812) |
Derivatives - Summary of Intere
Derivatives - Summary of Interest Rate Swaps on Recurring Basis Using Observable Market Inputs for Similar Assets or Liabilities (Details) - Interest Rate Swap [Member] - USD ($) $ in Thousands | Feb. 29, 2024 | May 31, 2023 |
Derivative [Line Items] | ||
Interest rate swaps | $ 928 | $ 2,683 |
Designated as Hedging Instrument [Member] | Other Current Assets [Member] | ||
Derivative [Line Items] | ||
Interest rate swaps | 2,091 | 2,087 |
Designated as Hedging Instrument [Member] | Other Noncurrent Liabilities [Member] | ||
Derivative [Line Items] | ||
Interest rate swaps | $ (1,163) | $ (4,770) |
Derivative - Summary of Other C
Derivative - Summary of Other Comprehensive Income (Loss) Before Reclassifications of Pre-tax Derivative Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Designated as Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||
Derivative [Line Items] | ||||
Other comprehensive income before reclassifications | $ 731 | $ 3,083 | $ 4,439 | $ 655 |
Derivatives - Summary of Reclas
Derivatives - Summary of Reclassification of Pre-tax Derivative Gains and Losses into Net (Loss) Income from Accumulated Other Comprehensive Income (Loss) (Details) - Designated as Hedging Instrument [Member] - Interest Rate Swap [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Feb. 29, 2024 | Feb. 28, 2023 | Feb. 29, 2024 | Feb. 28, 2023 | |
Derivative [Line Items] | ||||
Location of Gain Reclassified | Interest expense | |||
Net income from accumulated other comprehensive income (loss) | $ 592 | $ 105 | $ 1,695 | $ 105 |