10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 31, 2024.

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

For the transition period from to

Commission file number 0-17988

Neogen Corporation

(Exact name of registrant as specified in its charter)

    Michigan

    38-2367843

    (State or other jurisdiction of
incorporation or organization)

    (IRS Employer
Identification Number)

620 Lesher Place

Lansing, Michigan 48912

(Address of principal executive offices, including zip code)

(517) 372-9200

(Registrant’s telephone number, including area code)

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

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

    Common Stock, $0.16 par value per share

    NEOG

    NASDAQ Global Select Market

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

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


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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YES ☐ NO ☒

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

NEOGEN CORPORATION

TABLE OF CONTENTS


		Page No.
PART I. FINANCIAL INFORMATION

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

PART II. OTHER INFORMATION

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

SIGNATURES		28

	CEO Certification

	CFO Certification

	Section 906 Certification

PART I – FINANCIAL INFORMATION

Item 1. Interim Condensed Consolidated Financial Statements

Neogen Corporation

Condensed Consolidated Balance Sheets

(in thousands, except shares)


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

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

Neogen Corporation

Condensed Consolidated Statements of Operations (unaudited)

(in thousands, except shares)


	Three months ended August 31,
	2024	2023
Revenues
Product revenues

SEC Form 10-Q filed by Neogen Corporation