PART I. FINANCIAL INFORMATION [Item 1. Interim Consolidated Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Interim%20Consolidated%20Financial%20Statements%20%28unaudited%29) The interim consolidated financial statements reflect a significant post-merger transformation, with substantial asset growth and net losses driven by acquisition-related costs and new debt [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet dramatically expanded post-merger, with total assets reaching $4.56 billion and liabilities increasing due to new debt Consolidated Balance Sheet Highlights (in thousands USD) | Account | Nov 30, 2022 | May 31, 2022 | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$4,563,242** | **$992,929** | **+360%** | | Goodwill | $2,122,397 | $142,704 | +1387% | | Amortizable intangible assets, net | $1,626,514 | $92,106 | +1666% | | **Total Liabilities** | **$1,456,979** | **$105,555** | **+1280%** | | Non-current debt | $923,962 | $0 | N/A | | **Total Stockholders' Equity** | **$3,106,263** | **$887,374** | **+250%** | [Consolidated Statements of Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Income%20%28Loss%29) Revenues significantly increased due to the 3M FSD merger, but the company reported net losses driven by higher operating expenses and new interest costs Statement of Income (Loss) Summary - Three Months Ended Nov 30 (in thousands USD) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $230,033 | $130,517 | 76.2% | | Gross Margin | $112,539 | $60,594 | 85.7% | | Operating Income (Loss) | $(7,656) | $12,469 | -161.4% | | Net Income (Loss) | $(41,841) | $10,828 | -486.0% | | Diluted EPS | $(0.19) | $0.10 | -290.0% | Statement of Income (Loss) Summary - Six Months Ended Nov 30 (in thousands USD) | Metric | 2022 | 2021 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $362,382 | $258,822 | 40.0% | | Gross Margin | $174,809 | $120,602 | 45.0% | | Operating Income (Loss) | $(1,594) | $34,214 | -104.7% | | Net Income (Loss) | $(36,632) | $27,905 | -231.3% | | Diluted EPS | $(0.23) | $0.26 | -188.5% | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow turned negative due to net losses and merger-related expenses, while investing activities provided cash and financing activities used cash for debt repayment Cash Flow Summary - Six Months Ended Nov 30 (in thousands USD) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash (For) From Operating Activities | $(32,869) | $41,057 | | Net Cash (For) From Investing Activities | $174,640 | $(64,744) | | Net Cash (For) From Financing Activities | $(78,356) | $6,619 | | **Net Increase (Decrease) In Cash** | **$55,527** | **$(24,483)** | [Notes to Interim Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Interim%20Consolidated%20Financial%20Statements) The notes detail the significant accounting impacts of the 3M FSD merger, including the $3.2 billion purchase price, asset allocation, new debt, and segment revenue changes - On September 1, 2022, Neogen completed its merger with 3M's Food Safety Division (FSD) in a **Reverse Morris Trust transaction**. Neogen was deemed the **accounting acquiror**[27](index=27&type=chunk)[28](index=28&type=chunk) - The purchase price for the 3M FSD was **$3.2 billion**, consisting of **108.3 million shares** of Neogen common stock and **$1 billion** in cash funded by new debt financing[27](index=27&type=chunk)[91](index=91&type=chunk) Preliminary Purchase Price Allocation for 3M FSD (in thousands USD) | Account | Fair Value | | :--- | :--- | | Intangible assets | $1,560,000 | | Goodwill | $1,963,171 | | **Total purchase consideration** | **$3,222,410** | - The company incurred new long-term debt totaling **$940 million**, comprising a **$590 million term loan** and **$350 million in senior notes**, to finance the 3M FSD transaction[104](index=104&type=chunk)[105](index=105&type=chunk)[111](index=111&type=chunk) - Transaction costs related to the 3M FSD merger totaled **$39.1 million** for the quarter and **$52.9 million** for the six months ended Nov 30, 2022, recorded in general and administrative expenses[95](index=95&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses significant revenue growth driven by the 3M FSD merger, offset by a net loss due to transaction costs, interest expense, and amortization, while highlighting adjusted EBITDA growth [Executive Overview](index=27&type=section&id=Executive%20Overview) Q2 FY2023 saw consolidated revenues grow 76% due to the 3M FSD merger, but a net loss resulted from merger-related expenses, despite a significant increase in Adjusted EBITDA Q2 FY2023 Key Metrics vs. Q2 FY2022 (in thousands USD) | Metric | Q2 2023 | Q2 2022 | % Change | | :--- | :--- | :--- | :--- | | Revenues | $230,033 | $130,517 | 76% | | Net Income (Loss) | $(41,841) | $10,828 | -486% | | Per Diluted Share | $(0.19) | $0.10 | -290% | | Adjusted EBITDA* | $64,051 | $29,594 | 116% | - The net loss was adversely impacted by **$39.1 million** in legal, consulting, and other expenses related to the 3M Food Safety business combination[137](index=137&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q2 FY2023 revenues increased 76% driven by the 3M FSD acquisition, improving gross margin, but operating expenses surged due to transaction costs and amortization, leading to an operating loss - The 3M FSD business is reported entirely within the Food Safety segment, driving its revenue up **140%** in Q2[144](index=144&type=chunk) Q2 Revenue by Segment (in thousands USD) | Segment | Q2 2023 | Q2 2022 | % Change | | :--- | :--- | :--- | :--- | | Food Safety | $161,343 | $67,132 | 140% | | Animal Safety | $68,690 | $63,385 | 8% | | **Total Revenues** | **$230,033** | **$130,517** | **76%** | - Gross margin increased to **48.9%** from **46.4%** in the prior-year quarter, primarily due to higher-margin products from the FSD merger and pricing actions[156](index=156&type=chunk) - Q2 operating expenses included **$39.1 million** in 3M FSD transaction costs and **$20.3 million** in amortization of acquired intangible assets[157](index=157&type=chunk) - Net interest expense was approximately **$20.0 million** for the quarter, a direct result of the **$1 billion** in debt incurred to fund the 3M FSD combination[163](index=163&type=chunk) [Non-GAAP Financial Measures](index=33&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP measures, including Adjusted EBITDA and Adjusted Net Income, are presented to provide a clearer view of underlying business performance by excluding merger-related costs and amortization Reconciliation of Net Income (Loss) to Adjusted EBITDA - Q2 (in thousands USD) | Line Item | 2022 | 2021 | | :--- | :--- | :--- | | Net Income (Loss) | $(41,841) | $10,828 | | Adjustments (Taxes, D&A, Interest) | $54,480 | $8,155 | | **EBITDA** | **$12,639** | **$18,533** | | Share-based compensation | $2,632 | $1,748 | | Certain transaction fees and expenses | $39,132 | $9,313 | | Other Adjustments | $9,648 | $0 | | **Adjusted EBITDA** | **$64,051** | **$29,594** | Reconciliation of Net Income (Loss) to Adjusted Net Income - Q2 (in thousands USD) | Line Item | 2022 | 2021 | | :--- | :--- | :--- | | Net Income (Loss) | $(41,841) | $10,828 | | Amortization of acquisition-related intangibles | $22,116 | $1,770 | | Certain transaction fees and expenses | $39,132 | $9,313 | | Other Adjustments (Share-based comp, etc.) | $16,630 | $1,748 | | Estimated tax effect of adjustments | $(4,676) | $(3,146) | | **Adjusted Net Income** | **$31,361** | **$20,513** | | **Adjusted Earnings per Share** | **$0.15** | **$0.19** | [Financial Condition and Liquidity](index=36&type=section&id=Financial%20Condition%20and%20Liquidity) Cash and marketable securities decreased, operating cash flow was negative due to deal expenses, and significant new debt was incurred to finance the 3M FSD merger - Cash, cash equivalents, and marketable securities totaled **$276.3 million** at Nov 30, 2022, down from **$381.1 million** at May 31, 2022[184](index=184&type=chunk) - Cash flow from operating activities was **negative $32.9 million** for the first six months of fiscal 2023, primarily due to 3M FSD deal-related expenses[184](index=184&type=chunk) - To finance the 3M FSD merger, the company entered into a **$650 million term loan facility** and issued **$350 million in senior notes**[188](index=188&type=chunk)[189](index=189&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate fluctuations due to new variable-rate debt and foreign currency exchange rate exposure from global operations, using derivatives to mitigate some risks - The company has exposure to **interest rate risk** from its new debt and **foreign exchange risk** from its global operations[192](index=192&type=chunk)[193](index=193&type=chunk) Market Risk Sensitivity Analysis (in thousands USD) | Risk Category | Hypothetical Change | Impact on Earnings/Fair Value | | :--- | :--- | :--- | | Foreign Currency—Revenue | 10% Decrease in exchange rates | $46,248 (Earnings) | | Interest Expense | 10% Increase in interest rates | $2,068 (Earnings) | [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of November 30, 2022, with no material changes to internal control over financial reporting identified during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures are **effective** as of November 30, 2022[196](index=196&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter ended November 30, 2022[197](index=197&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company refers to Note 12 for details on material pending legal proceedings, including environmental remediation and an OFAC investigation with an established reserve - For details on legal proceedings, the report refers to **Note 12**, which discusses **environmental remediation** and an **OFAC investigation**[198](index=198&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors described in the company's Annual Report on Form 10-K were reported - **No material changes** in risk factors were reported since the last Annual Report on Form 10-K[199](index=199&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section provides an index of all exhibits filed with the Form 10-Q, including merger and financing agreements related to the 3M FSD transaction and officer certifications - Lists various **agreements and certifications** filed as exhibits, including numerous documents related to the **3M FSD merger** and subsequent **financing**[202](index=202&type=chunk)[203](index=203&type=chunk)

Neogen Corporation (NASDAQ:NEOG) Q2 2023 Results Conference Call January 5, 2023 8:00 AM ET Company Participants Bill Waelke - Investor Relations John Adent - President and Chief Executive Officer Steve Quinlan - Retiring Chief Financial Officer Dave Naemura - Current Chief Financial Officer Conference Call Participants Brandon Vazquez - William Blair David Westenberg - Piper Sandler Operator Good morning, and welcome to the Neogen Corporation Second Quarter Fiscal Year 2023 Earnings Call. All participants ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 v 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, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Neogen Corporation (Exact name of registrant as specified in its charter) Michigan 38-2367843 (State or other jurisdiction of incorporation or organization) (IRS Empl ...

Neogen Corporation (NASDAQ:NEOG) Q1 2023 Earnings Conference Call September 27, 2022 11:00 AM ET Company Participants John Adent - President and CEO Steve Quinlan - Chief Financial Officer Conference Call Participants David Westenberg - Piper Sandler Brandon Vazquez - William Blair Operator Good day and welcome to the Neogen Corporation First Quarter Fiscal Year 2023 Earnings Call. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to John Adent, ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 2022 or ☐ 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 of other jurisdiction of ...

Neogen Corporation (NASDAQ:NEOG) Q4 2022 Earnings Conference Call July 26, 2022 11:00 AM ET Company Participants John Adent - President and CEO Steve Quinlan - Chief Financial Officer Conference Call Participants Andrew Brackmann - William Blair Operator Good morning. And welcome to the Neogen Corporation Fourth Quarter and Full Year 2022 Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today???s presentation, there will be an opportunity to ask questions. [Oper ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Table of Contents Washington, D.C. 20549 v 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 February 28, 2022. or ☐ 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 620 Lesher Place Lansing, Michigan 48912 (Address of principal executive offices ...

Neogen Corporation. (NASDAQ:NEOG) Q3 2021 Earnings Conference Call March 24, 2022 11:00 AM ET Company Participants John Adent - President and Chief Executive Officer Steve Quinlan - Chief Financial Officer Conference Call Participants Christine Rains - William Blair David Westenberg - Piper Sandler Operator Good day and welcome to the Neogen Corporation Third Quarter Fiscal Year 2022 Earnings Conference Call. [Operator Instructions]. Please note, this event is being recorded. I would now like to turn the co ...

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 November 30, 2021. or ☐ 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) (State or other jurisdiction of incorporation ...

Financial Data and Key Metrics Changes - The company reported a revenue growth of 13% year-over-year, with sales reaching $130.5 million for the second quarter [5][13] - Operating income, excluding $9.3 million in costs related to the 3M deal, was $21.8 million, representing a 13% increase compared to the prior year [30] - Gross margins improved slightly to 46.4% from 46.3% in the previous year, despite rising costs [25] Business Line Data and Key Metrics Changes - Food Safety segment revenues increased by 17% to $67.1 million, with organic growth of 11% [13] - Animal Safety segment revenues rose by 10% to $63.4 million, with notable growth in veterinary instruments (30%) and insect control products (46%) [19][20] - Sales of dairy drug residue test kits declined by 23% due to competitive pressures and the end of a distribution agreement [18] Market Data and Key Metrics Changes - U.S. revenues increased over 9%, while international operations saw a 20% rise, with notable growth in China (28%) and the U.K. (20%) [22][23] - The company experienced a 14% increase in international sales when excluding the Megazyme acquisition [22] Company Strategy and Development Direction - The company announced a significant merger with 3M's Food Safety business, aiming to enhance its product offerings and geographic footprint [6][8] - Recent acquisitions, including CAPInnoVet and Genetic Veterinary Services, are part of the strategy to diversify and strengthen the Animal Safety segment [10][40] - The focus remains on expanding companion animal offerings while integrating the 3M business [40] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the ongoing recovery from the COVID-19 pandemic and the strong performance in the current quarter [35] - The company is actively addressing supply chain challenges and labor shortages while maintaining gross margins [14][25] - Future growth is anticipated from the integration of 3M's business and the continued development of new products [41] Other Important Information - The company incurred $9.3 million in professional fees related to the 3M merger, impacting general and administrative costs [27] - Inventory levels increased by $6.4 million, attributed to recent acquisitions and supply chain issues [32] Q&A Session Summary Question: Differences in 3M's product lineup and integration plans - Management highlighted the complementary nature of 3M's products, particularly in pathogen testing, and outlined a structured integration plan [45][47] Question: Concerns about international operations being cash flow negative - Management indicated that while initial investments in new markets may be dilutive, established international markets are profitable and will benefit from the merger [52][53] Question: Assurance on expanding into companion animal market while integrating 3M - Management reassured that the leadership team is strong and capable of managing both the integration and growth in the companion animal segment [55][56] Question: Trends in customer consolidation and pricing implications - Management noted that while consolidation among food producers continues, the company’s broad product offerings provide competitive advantages in pricing [60][62]