LOS ANGELES, July 31, 2025 (GLOBE NEWSWIRE) -- Glancy Prongay & Murray LLP reminds investors of the upcoming September 16, 2025 deadline to file a lead plaintiff motion in the class action filed on behalf of investors who purchased or otherwise acquired Neogen Corporation ("Neogen" or the "Company") (NASDAQ: NEOG) common stock between January 5, 2023 and June 3, 2025, inclusive (the "Class Period"). IF YOU SUFFERED A LOSS ON YOUR NEOGEN INVESTMENTS, CLICK HERE TO INQUIRE ABOUT POTENTIALLY PURSUING CLAIMS TO ...

Group 1 - The Rosen Law Firm is reminding purchasers of Neogen Corporation common stock from January 5, 2023, to June 3, 2025, about the September 16, 2025, lead plaintiff deadline for a class action lawsuit [1] - Investors who purchased Neogen common stock during the specified period may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [1][2] - A class action lawsuit has already been filed, and those wishing to serve as lead plaintiff must act by the September 16, 2025, deadline [2] Group 2 - The lawsuit alleges that Neogen's defendants made false and misleading statements regarding the integration process, leading investors to believe it was progressing smoothly [4] - At the start of the Class Period, defendants claimed the integration was "off to a great start" and that Neogen was experiencing solid core growth and profitability [4] - The lawsuit claims that when the true details of the integration issues became known, investors suffered damages [4] Group 3 - The Rosen Law Firm emphasizes the importance of selecting qualified legal counsel with a successful track record in securities class actions [3] - The firm has achieved significant settlements for investors, including over $438 million in 2019 and has been ranked highly for its performance in securities class action settlements [3] - Founding partner Laurence Rosen was recognized as a Titan of Plaintiffs' Bar by Law360 in 2020, highlighting the firm's reputation in the industry [3]

For the quarter ended May 2025, Neogen (NEOG) reported revenue of $225.46 million, down 4.8% over the same period last year. EPS came in at $0.05, compared to $0.10 in the year-ago quarter. The reported revenue represents a surprise of +1.9% over the Zacks Consensus Estimate of $221.26 million. With the consensus EPS estimate being $0.08, the EPS surprise was -37.5%. While investors closely watch year-over-year changes in headline numbers -- revenue and earnings -- and how they compare to Wall Street expect ...

PART I [ITEM 1. BUSINESS](index=5&type=section&id=ITEM%201.%20BUSINESS) Neogen's business focuses on food and animal safety products and services, with a growth strategy centered on product innovation, international expansion, and strategic acquisitions - Neogen's mission is to be the leading company in fueling a brighter future for global food security, pursuing a growth strategy that includes increasing sales, introducing innovative products, growing international sales, and acquiring businesses[20](index=20&type=chunk) - Sales to customers outside the U.S. accounted for **50.2% of total revenues** in fiscal year 2025, indicating a significant international presence[59](index=59&type=chunk) Revenue Contribution by Segment (FY2023-FY2025) | Segment | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Food Safety | 71.3% | 70.9% | 66.5% | | Animal Safety | 28.7% | 29.1% | 33.5% | [1.1 Business Overview and Segments](index=5&type=section&id=1.1%20Business%20Overview%20and%20Segments) - The Food Safety segment primarily offers diagnostic test kits and complementary products to food and animal feed producers and processors for safety and quality, including detection of pathogens, toxins, and allergens[17](index=17&type=chunk) - On September 1, 2022, Neogen combined with 3M's Food Safety Division (3M FSD) in a Reverse Morris Trust transaction, making Neogen Food Safety Corporation a wholly owned subsidiary[18](index=18&type=chunk) - The Animal Safety segment develops, manufactures, and distributes veterinary instruments, pharmaceuticals, vaccines, diagnostic products, and genomics testing services; in April 2025, the Company announced an agreement to sell its global Cleaners and Disinfectants business[19](index=19&type=chunk) [1.2 Products and Trademarks](index=6&type=section&id=1.2%20Products%20and%20Trademarks) - Neogen owns numerous product trademarks and registered trademarks across its corporate, Food Safety, and Animal Safety segments, including **Megazyme®, Neogen®, Alert®, ANSR®, Ideal®, Ramik®, and GeneSeek®**[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) - Food Safety products include tests for Natural Toxins & Allergens (e.g., Veratox, Reveal), Bacterial & General Sanitation (e.g., AccuPoint, ANSR), and Indicator Testing, Culture Media & Others (e.g., Acumedia, Petrifilm)[24](index=24&type=chunk) - Animal Safety products encompass Veterinary Instruments & Disposables (e.g., Ideal, Prima Tech), Animal Care & Others (e.g., BotVax, Uniprim), Rodent & Control (e.g., Ramik, Prozap), and Genomic Services (e.g., GeneSeek, Igenity)[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) [1.3 Food Safety Segment Details](index=6&type=section&id=1.3%20Food%20Safety%20Segment%20Details) - The Food Safety segment's diagnostic test kits detect mycotoxins, histamine, sulfite, and food allergens (e.g., peanut, milk, egg), as well as foodborne bacteria like E. coli O157:H7, Salmonella, and Listeria[28](index=28&type=chunk)[29](index=29&type=chunk) - Key technologies include immunoassay and nucleic acid detection products, with systems like **ANSR and MDS** providing rapid, DNA-definitive results for pathogen detection[17](index=17&type=chunk)[29](index=29&type=chunk) - Neogen Analytics, a software-as-a-service, provides comprehensive Environmental Monitoring Program (EMP) automation, integrating with devices like Clean-Trace™ and Petrifilm Plate Reader Advanced[32](index=32&type=chunk) [1.4 Animal Safety Segment Details](index=8&type=section&id=1.4%20Animal%20Safety%20Segment%20Details) - The Animal Safety segment includes Life Science/Toxicology products (reagents, drug detection assays), Veterinary Instruments & Disposables (e.g., Ideal D3 needles, Prima Tech systems), and Animal Care & Other solutions (e.g., PanaKare, Uniprim, BotVax B vaccine)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - Rodent Control, Insect Control, & Disinfectants (e.g., Ramik, Prozap, Synergize) are critical for biosecurity in animal production, while Genomics Services offer DNA genotyping, sequencing, and trait analysis for livestock and companion animals[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - The 2021 acquisition of Genetic Veterinary Sciences, Inc. expanded companion animal genetic testing offerings by **over 350 tests**[43](index=43&type=chunk) [1.5 Sales and Marketing](index=9&type=section&id=1.5%20Sales%20and%20Marketing) - As of May 31, 2025, Neogen employed **975 individuals** in sales and marketing functions globally[45](index=45&type=chunk) - Domestic food safety markets include milling and grain, meat and poultry, ready-to-eat foods, fruits and vegetables, seafood, dairy, beverage, water, and healthcare[47](index=47&type=chunk) - International sales are supported by direct presence in **28 countries** and a network of distributors in **over 100 countries**, with key operations in the UK, Europe, Middle East, Africa, India, Mexico, Central and South America, Asia Pacific, and Canada[49](index=49&type=chunk)[50](index=50&type=chunk)[52](index=52&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) [1.6 Research and Development](index=11&type=section&id=1.6%20Research%20and%20Development) - Neogen's R&D group comprises **78 scientists and support staff**, focusing on developing and commercializing innovative new products and enhancing existing ones for both Food Safety and Animal Safety markets[60](index=60&type=chunk) - Future R&D expenditures are expected to approximate **2% to 3% of total revenues** annually[60](index=60&type=chunk) Royalty Expenses for Licensed Technology (FY2023-FY2025) | Fiscal Year | Amount (in thousands) | | :--- | :--- | | 2025 | $1,605 | | 2024 | $3,250 | | 2023 | $3,392 | [1.7 Proprietary Protection and Approvals](index=11&type=section&id=1.7%20Proprietary%20Protection%20and%20Approvals) - Neogen's intellectual property portfolio includes approximately **169 U.S. patents, 611 international patents, and 177 pending patent applications** globally, alongside 100 U.S. and 370 international trademark registrations[63](index=63&type=chunk) - Products requiring regulatory approval, such as veterinary biologics (BotVax B, EqStim, ImmunoRegulin) and pharmaceuticals (Uniprim), have received necessary approvals from agencies like the USDA and FDA[67](index=67&type=chunk) - Many products also undergo third-party validations and certifications (e.g., AOAC International, USDA Food Safety Inspection Service) to ensure performance and enhance marketability[68](index=68&type=chunk) [1.8 Production and Supply](index=12&type=section&id=1.8%20Production%20and%20Supply) - Neogen manufactures products in the U.S., U.K., Ireland, and Brazil, and provides genomics services in the U.S., Scotland, Brazil, Australia, China, and Canada, employing approximately **1,456 full-time staff** in manufacturing[69](index=69&type=chunk) - Food safety diagnostics are produced in Michigan and Kentucky, with culture media in Lansing and Heywood, England, and former 3M FSD products manufactured in 3M plants in the U.S. and Poland[70](index=70&type=chunk) - The company purchases raw materials and components from many suppliers, often single-source, but aims to identify acceptable alternative suppliers to mitigate supply disruption risks[75](index=75&type=chunk) [1.9 Competition](index=13&type=section&id=1.9%20Competition) - Neogen faces intense competition across its diverse product lines from companies ranging from small businesses to large multinational corporations, some with substantially greater financial resources[76](index=76&type=chunk) - The company competes primarily on ease of use, speed, accuracy, product performance, breadth of product line, effectiveness of sales and customer service, and pricing[76](index=76&type=chunk)[80](index=80&type=chunk) - In the veterinary market, Neogen differentiates with products like **BotVax B** (the only USDA-approved Type B botulism vaccine) and through superior customer/technical support and lower-cost alternatives[82](index=82&type=chunk) [1.10 Government Regulation](index=14&type=section&id=1.10%20Government%20Regulation) - Neogen's products and revenues are significantly affected by regulations from various domestic and foreign government agencies, including the U.S. Department of Agriculture (USDA), Environmental Protection Agency (EPA), and U.S. Food and Drug Administration (FDA)[88](index=88&type=chunk) - The company's safety procedures for handling and disposing of hazardous materials comply with federal, state, and local regulations, and products sold internationally comply with similar regulatory requirements in destination countries[89](index=89&type=chunk)[90](index=90&type=chunk) - Veterinary vaccine and some pharmaceutical products require government approval for lawful sales, which Neogen has obtained, maintaining good standing with all agencies[92](index=92&type=chunk) [1.11 Human Capital Management](index=15&type=section&id=1.11%20Human%20Capital%20Management) - As of May 31, 2025, Neogen employed **2,974 people worldwide** (1,676 in the U.S., 1,298 internationally) and maintains good relations with employees, experiencing no work stoppages[94](index=94&type=chunk) - The company fosters a diverse and inclusive workplace, guided by its 'Neogen DNA' (Purpose & Promise, Principles, Values), and a Code of Conduct emphasizing ethical business practices[95](index=95&type=chunk)[96](index=96&type=chunk) - Neogen supports employee well-being through competitive compensation and benefits, internal programs for career planning, leadership development, and a commitment to a zero-incident safety culture[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) [ITEM 1A. RISK FACTORS](index=16&type=section&id=ITEM%201A.%20RISK%20FACTORS) Neogen faces risks from the 3M merger integration, international operations, internal control weaknesses, supply chain disruptions, competition, and regulatory compliance - The continued successful integration of the 3M Food Safety business is not assured and could materially adversely affect business, financial condition, and results of operations, as evidenced by **goodwill impairment charges in fiscal 2025**[101](index=101&type=chunk)[102](index=102&type=chunk)[104](index=104&type=chunk) - International operations, which account for **over 50% of revenue**, are subject to risks including political instability, tariffs, trade barriers, and foreign currency exchange rate fluctuations[108](index=108&type=chunk)[109](index=109&type=chunk) - **Material weaknesses** in internal control over financial reporting could prevent accurate financial reporting and lead to material misstatements[111](index=111&type=chunk)[112](index=112&type=chunk) [1A.1 Risks Relating to the 3M Food Safety Transaction](index=16&type=section&id=1A.1%20Risks%20Relating%20to%20the%203M%20Food%20Safety%20Transaction) - Realizing anticipated financial and other benefits from the 3M Food Safety merger depends on successful integration, particularly of manufacturing operations, which presents significant difficulty[101](index=101&type=chunk)[102](index=102&type=chunk) - Challenges with integration contributed to **goodwill impairment charges** in the Food Safety reporting unit in the second and fourth quarters of fiscal 2025[104](index=104&type=chunk) - Restrictions on Neogen Food Safety Switzerland's actions until September 1, 2025, could impair Neogen's ability to implement beneficial strategic initiatives due to tax treatment considerations[105](index=105&type=chunk) [1A.2 Risks Relating to Business and Industry](index=17&type=section&id=1A.2%20Risks%20Relating%20to%20Business%20and%20Industry) - International operations (**50.2% of FY2025 revenue**) are subject to risks including political/economic instability, tariffs, trade barriers, and fluctuations in foreign currency exchange rates[108](index=108&type=chunk)[109](index=109&type=chunk) - Identified **material weaknesses** in internal control over financial reporting, particularly in control activities and information/communication, could lead to inaccurate financial reporting[111](index=111&type=chunk)[112](index=112&type=chunk) - Reliance on information systems and third-party package delivery services exposes the company to risks of security breaches, system disruptions, and increased costs[116](index=116&type=chunk)[117](index=117&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) [1A.3 Risks Related to Liquidity, Indebtedness and Capital Markets](index=24&type=section&id=1A.3%20Risks%20Related%20to%20Liquidity,%20Indebtedness%20and%20Capital%20Markets) - Substantial indebtedness could reduce financial flexibility, increase vulnerability to adverse economic conditions, and lead to competitive disadvantages[141](index=141&type=chunk)[144](index=144&type=chunk) - Violation of financial or other covenants in credit agreements could result in accelerated debt repayment and materially adverse effects on business operations[142](index=142&type=chunk)[143](index=143&type=chunk) - The market price of common stock could be highly volatile due to company performance, market conditions, and investor perceptions, and the company has **no current plans to pay dividends**[147](index=147&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) [1A.4 Other Risk Factors](index=26&type=section&id=1A.4%20Other%20Risk%20Factors) - Success is highly dependent on the ability to obtain and protect intellectual property, with risks of patent infringement challenges and substantial legal expenses[151](index=151&type=chunk)[152](index=152&type=chunk)[155](index=155&type=chunk) - The company is subject to substantial governmental regulation, and failure to comply or changes in regulations could adversely impact business and financial results[156](index=156&type=chunk) - Inability to attract, retain, and develop qualified personnel, including key management, could adversely impact operations and strategic plans[157](index=157&type=chunk) - Climate change, legal/regulatory measures to address it, and failure to meet ESG objectives could materially adversely affect financial condition and business operations[160](index=160&type=chunk)[161](index=161&type=chunk) [ITEM 1B. UNRESOLVED STAFF COMMENTS](index=29&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) Neogen Corporation reported no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[165](index=165&type=chunk) [ITEM 1C. CYBERSECURITY](index=29&type=section&id=ITEM%201C.%20CYBERSECURITY) Neogen manages cybersecurity threats through a comprehensive risk assessment program, third-party consulting, an incident response plan, and Board-level oversight - Neogen's information systems are vulnerable to attacks by hackers and other security breaches, a risk that has increased with the shift to cloud-based systems[165](index=165&type=chunk) - **No risks from cybersecurity threats or incidents have materially affected** or are reasonably likely to materially affect the Company's business strategy, results of operations, or financial condition[168](index=168&type=chunk) [1C.1 Risk Management and Strategy](index=29&type=section&id=1C.1%20Risk%20Management%20and%20Strategy) - Neogen has a comprehensive cybersecurity risk assessment program, based on **CIS Critical Security Controls**, to identify, manage, and mitigate threats[166](index=166&type=chunk) - The company regularly engages consultants for penetration testing, quarterly cybersecurity briefings, and annual program assessments, and monitors third-party service providers for cybersecurity risks[167](index=167&type=chunk) - A written incident response plan is in place and routinely tested through simulated incidents to ensure prompt and effective response to potential breaches[168](index=168&type=chunk) [1C.2 Governance](index=29&type=section&id=1C.2%20Governance) - The **Governance and Sustainability Committee** of the Board of Directors is responsible for oversight and policy direction on cybersecurity risk management, receiving quarterly cybersecurity briefs from IT leadership[169](index=169&type=chunk)[170](index=170&type=chunk) - Management's cybersecurity team, led by a cybersecurity manager with over ten years of experience, is responsible for day-to-day implementation of the program[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) - Processes include continuous monitoring, regular vulnerability assessments, implementation of cybersecurity measures (firewalls, encryption), and employee training[174](index=174&type=chunk) [ITEM 2. PROPERTIES](index=31&type=section&id=ITEM%202.%20PROPERTIES) Neogen Corporation operates 27 owned and 37 leased properties globally, which are considered adequate to support current business operations - Corporate headquarters are located in Lansing, Michigan, with other administrative, sales, manufacturing, and warehousing facilities domestically and globally[178](index=178&type=chunk) - The properties are in good condition, well-maintained, and generally suitable and adequate to support the business[178](index=178&type=chunk) Principal Manufacturing, Distribution and Administrative Locations (May 31, 2025) | Segment | Owned | Leased | | :--- | :--- | :--- | | Food Safety | 17 | 31 | | Animal Safety| 10 | 6 | | **Total** | **27**| **37** | [ITEM 3. LEGAL PROCEEDINGS](index=31&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Management believes that the outcome of currently pending legal proceedings will not materially affect the company's financial condition or operations - The Company is routinely involved in legal proceedings and litigation incidental to its business[179](index=179&type=chunk) - Management does not believe any pending litigation matter is reasonably likely to have a **material adverse effect** on future results of operations or financial position[179](index=179&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=31&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to Neogen Corporation - The disclosure item regarding mine safety is not applicable to the registrant[180](index=180&type=chunk) PART II [ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](index=32&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) Neogen's common stock (NEOG) trades on NASDAQ, with 510 stockholders of record as of June 30, 2025, and no dividends are expected - Neogen Common Stock is traded on the NASDAQ Global Select Market under the symbol **NEOG**[182](index=182&type=chunk) - As of June 30, 2025, there were **510 stockholders of record**[183](index=183&type=chunk) - Neogen has **never paid cash dividends** on its Common Stock and does not expect to pay dividends in the foreseeable future[184](index=184&type=chunk) - No shares were repurchased during the fiscal quarter ended May 31, 2025, and **5,900,000 shares remained available** for repurchase under the authorized program[185](index=185&type=chunk) [ITEM 6. [RESERVED]](index=32&type=section&id=ITEM%206.%20[RESERVED]) This item is reserved and contains no information - This item is reserved[186](index=186&type=chunk) [ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=33&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Fiscal year 2025 saw a revenue decrease and a significant net loss driven by a $1.06 billion goodwill impairment, with declining gross margins - Revenue decreased by **$29.6 million** in FY2025, primarily due to a $24.3 million unfavorable foreign exchange rate impact, $3.9 million from discontinued product lines, and production constraints in sample collection products[201](index=201&type=chunk) - Gross margin decreased to **47.1%** in FY2025 from 50.2% in FY2024, driven by lower volume, higher manufacturing costs for sample collection products, elevated inventory write-offs, and restructuring charges[204](index=204&type=chunk) - A goodwill impairment charge of **$1,059.3 million** was recorded in FY2025, significantly impacting operating loss and net loss[209](index=209&type=chunk) Key Financial Highlights (FY2025 vs. FY2024, in thousands) | Metric | FY2025 | FY2024 | Change | | :--- | :--- | :--- | :--- | | Total Revenues | $894,661 | $924,222 | $(29,561) | | Gross Profit | $421,376 | $463,900 | $(42,524) | | Operating Loss (Income)| $(1,060,997) | $58,663 | $(1,119,660) | | Net Loss | $(1,092,044) | $(9,421) | $(1,082,623) | [7.1 Company Overview](index=33&type=section&id=7.1%20Company%20Overview) - Neogen's Food Safety segment provides diagnostic test kits and software systems to detect dangerous substances in human food and animal feed, including pathogens, toxins, and allergens[189](index=189&type=chunk) - The Animal Safety segment develops and distributes veterinary instruments, pharmaceuticals, vaccines, diagnostic products, and genomics testing services for the worldwide animal safety market[190](index=190&type=chunk) [7.2 Trends and Uncertainties](index=33&type=section&id=7.2%20Trends%20and%20Uncertainties) - Ongoing economic headwinds include input cost inflation, higher interest rates (increasing borrowing costs), and geopolitical tensions (Russia-Ukraine, Middle East conflicts) impacting global supply chains and raw material costs[191](index=191&type=chunk)[192](index=192&type=chunk)[194](index=194&type=chunk) - Implementation of a new ERP system and exit from 3M transition service agreements in early FY2024 led to shipment delays and elevated backlog, with **lost market share continuing into FY2025**[193](index=193&type=chunk) - The Food Safety industry is experiencing lower food production, and the Animal Safety end market is at or near cyclical lows, while the companion animal market shows weakness due to inflation and customer in-sourcing[195](index=195&type=chunk)[196](index=196&type=chunk) [7.3 Results of Operations](index=35&type=section&id=7.3%20Results%20of%20Operations) - Service revenue, primarily from genomics, **decreased by 5% to $97.3 million** in FY2025, due to voluntary attrition, weakness in the companion animal market, and customer in-sourcing, partially offset by bovine market growth[202](index=202&type=chunk) - International revenues **decreased by 2% to $448.7 million** in FY2025, primarily due to a $24.3 million currency headwind, partially offset by increased sales in Latin America and Europe[203](index=203&type=chunk) - Income tax benefit increased to **$41.1 million** in FY2025, primarily related to pre-tax losses from goodwill impairment deductible in certain jurisdictions, and amortization/interest expense from the FSD transaction[212](index=212&type=chunk) Consolidated Statements of Operations (FY2025 vs. FY2024, in thousands) | Metric | FY2025 | FY2024 | Increase / (Decrease) | | :--- | :--- | :--- | :--- | | Total Revenues | $894,661 | $924,222 | $(29,561) | | Cost of Revenues | $473,285 | $460,322 | $12,963 | | Gross Profit | $421,376 | $463,900 | $(42,524) | | Sales and marketing | $183,798 | $182,872 | $926 | | General and administrative| $218,167 | $199,889 | $18,278 | | Goodwill impairment | $1,059,321 | $— | $1,059,321 | | Research and development| $21,087 | $22,476 | $(1,389) | | Total Operating Expenses| $1,482,373 | $405,237 | $1,077,136 | | Operating Loss (Income)| $(1,060,997) | $58,663 | $(1,119,660) | | Net Loss | $(1,092,044) | $(9,421) | $(1,082,623) | [7.4 Segment Results of Operations](index=38&type=section&id=7.4%20Segment%20Results%20of%20Operations) - Food Safety revenue decrease was primarily due to **$24.0 million in currency headwinds** and $1.2 million from discontinued products, partially offset by $8.0 million growth in indicator/pathogen testing and new food quality products[216](index=216&type=chunk) - Animal Safety revenue decline was driven by a **$9.4 million business decline** (lower genomics volume, companion animal weakness, customer in-sourcing) and $2.7 million from discontinued products[217](index=217&type=chunk) Segment Revenues (FY2025 vs. FY2024, in thousands) | Segment | FY2025 | FY2024 | Increase / (Decrease) | % Change | | :--- | :--- | :--- | :--- | :--- | | Food Safety Revenues | $638,140 | $655,341 | $(17,201) | (3)% | | Animal Safety Revenues| $256,521 | $268,881 | $(12,360) | (5)% | | Total Revenues | $894,661 | $924,222 | $(29,561) | (3)% | Segment Operating (Loss) Income (FY2025 vs. FY2024, in thousands) | Segment | FY2025 | FY2024 | Increase / (Decrease) | % Change | | :--- | :--- | :--- | :--- | :--- | | Food Safety | $(985,670) | $82,446 | $(1,068,116) | (1296)% | | Animal Safety | $7,247 | $39,320 | $(32,073) | (82)% | | Segment Operating (Loss) Income| $(978,423) | $121,766 | $(1,100,189) | (904)% | [7.5 Future Operating Results](index=39&type=section&id=7.5%20Future%20Operating%20Results) - Future operating results depend on successfully implementing strategies such as developing new products, expanding markets, maintaining margins, strengthening international operations, and completing strategic acquisitions[222](index=222&type=chunk) [7.6 Financial Condition and Liquidity](index=39&type=section&id=7.6%20Financial%20Condition%20and%20Liquidity) - Primary liquidity sources are cash and cash equivalents, cash flows from operations, and available borrowing capacity under Credit Facilities[223](index=223&type=chunk) - As of May 31, 2025, cash and cash equivalents were **$129.0 million**, with **$150.0 million available** under the revolving line of credit[225](index=225&type=chunk) - The company completed the divestiture of its global Cleaners & Disinfectants business on July 18, 2025, for **$130.0 million in cash**, with proceeds primarily used to repay debt[226](index=226&type=chunk)[384](index=384&type=chunk) - A refinancing amendment to the credit agreement on April 4, 2025, provided a new **$450.0 million term loan** and a **$250.0 million revolving credit facility**, lowering the interest spread[228](index=228&type=chunk)[229](index=229&type=chunk) - Capital expenditures for fiscal 2026 are estimated at approximately **$50 million**, including $35 million for integrating acquired 3M FSD products and constructing a new manufacturing facility[236](index=236&type=chunk) Net Cash Flows (FY2023-FY2025, in thousands) | Cash Flow Category | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Net Cash provided by Operating Activities| $58,244 | $35,264 | $41,028 | | Net Cash (used for) provided by Investing Activities| $(99,195) | $(29,309) | $201,039 | | Net Cash (used for) provided by Financing Activities| $(1,598) | $1,918 | $(118,081) | [7.7 Contractual Obligations](index=41&type=section&id=7.7%20Contractual%20Obligations) Contractual Obligations as of May 31, 2025 (in thousands) | Obligation Type | Total | Less than 1 year | 1-3 years | 4-5 years | More than 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | Debt | $902,350 | $19,225 | $67,500 | $465,625 | $350,000 | | Interest obligations| $287,586 | $62,786 | $170,462 | $50,229 | $4,109 | | Operating Leases | $23,821 | $6,257 | $7,875 | $2,916 | $6,773 | | Purchase Obligations| $101,436 | $97,340 | $4,096 | $— | $— | | **Total** | **$1,315,193**| **$185,608** | **$249,933** | **$518,770** | **$360,882** | [7.8 Critical Accounting Estimates](index=41&type=section&id=7.8%20Critical%20Accounting%20Estimates) - Critical accounting estimates involve significant judgments and assumptions, particularly for income taxes, goodwill impairment, deferred taxes, and intangible assets acquired[238](index=238&type=chunk)[239](index=239&type=chunk)[347](index=347&type=chunk) - Goodwill impairment testing involves estimating fair value using discounted cash flows and market-based approaches, requiring significant judgment on forecasted revenue growth, gross margins, and discount rates[244](index=244&type=chunk)[246](index=246&type=chunk) - Inaccurate estimates or changes in economic conditions could lead to **future material impairment charges** on goodwill or intangible assets[248](index=248&type=chunk) [7.9 New Accounting Pronouncements](index=42&type=section&id=7.9%20New%20Accounting%20Pronouncements) - Refer to Note 1 to the consolidated financial statements for a discussion of new accounting pronouncements[250](index=250&type=chunk) [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS](index=43&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISKS) Neogen is exposed to market risks from interest rate and foreign exchange rate fluctuations, which it manages using derivative financial instruments - Primary interest rate risk is due to potential fluctuations of interest rates for variable rate borrowings; approximately **38.9% of total debt** was at variable interest rates as of May 31, 2025 (including interest rate swap)[252](index=252&type=chunk)[255](index=255&type=chunk) - Foreign exchange risk arises from international revenues and costs transacted in currencies other than the U.S. dollar, exposing operating results to exchange rate changes[253](index=253&type=chunk)[256](index=256&type=chunk) - Derivative financial instruments, such as **forward foreign exchange contracts and interest rate swap contracts**, are used to manage the economic impact of currency and interest rate fluctuations[254](index=254&type=chunk)[255](index=255&type=chunk) Potential Impact of Market Rate Changes (May 31, 2025, in thousands) | Risk Category | Hypothetical Change | Impact Type | Impact | | :--- | :--- | :--- | :--- | | Foreign Currency — Revenue| 10% depreciation in exchange rates relative to USD| Revenue | $(44,873) | | Foreign Currency — Hedges| 10% depreciation in exchange rates relative to USD| Earnings | $612 | | Interest Income | 75 basis point decrease in interest rates | Earnings | $(468) | | Interest Expense | 75 basis point increase in interest rates | Earnings | $(2,625) | [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA](index=44&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This item refers to the consolidated financial statements and supplementary data, which are submitted in a separate section of this report starting on page 58 - The response to this item is submitted in a separate section of this report starting on page 58[257](index=257&type=chunk) [ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE](index=44&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) Neogen Corporation reported no changes in or disagreements with its accountants on accounting and financial disclosure matters - There were no changes in and disagreements with accountants on accounting and financial disclosure[258](index=258&type=chunk) [ITEM 9A. CONTROLS AND PROCEDURES](index=44&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Disclosure controls were deemed ineffective as of May 31, 2025, due to material weaknesses in internal control over financial reporting - The Company's disclosure controls and procedures were **not effective** as of May 31, 2025, due to material weaknesses in internal control over financial reporting[259](index=259&type=chunk) - Management concluded that internal control over financial reporting was **ineffective** as of May 31, 2025, due to material weaknesses related to control activities and information and communication processes[262](index=262&type=chunk) - Despite the material weaknesses, management concluded that the consolidated financial statements **present fairly, in all material respects**, the financial position, results of operations, and cash flows in conformity with US GAAP[269](index=269&type=chunk) [9A.1 Evaluation of Disclosure Controls and Procedures](index=44&type=section&id=9A.1%20Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - An evaluation of disclosure controls and procedures as of May 31, 2025, concluded they were **not effective** due to material weaknesses in internal control over financial reporting[259](index=259&type=chunk) [9A.2 Management's Report on Internal Control over Financial Reporting](index=44&type=section&id=9A.2%20Management's%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) - Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding reliability of financial reporting[260](index=260&type=chunk) - Internal control over financial reporting was assessed as **ineffective** as of May 31, 2025, due to material weaknesses in control activities and related information and communication processes[262](index=262&type=chunk) [9A.3 Material Weakness](index=45&type=section&id=9A.3%20Material%20Weakness) - A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting that creates a **reasonable possibility of a material misstatement** not being prevented or detected timely[263](index=263&type=chunk) [9A.4 Remediation of Previously Identified Material Weaknesses](index=45&type=section&id=9A.4%20Remediation%20of%20Previously%20Identified%20Material%20Weaknesses) - Previously identified material weaknesses related to ineffective information technology general controls (ITGCs) and controls over period-end invoice accruals were **remediated as of May 31, 2025**[264](index=264&type=chunk)[266](index=266&type=chunk) - Remediation measures included hiring additional accounting and IT resources, enhancing invoice accrual processes, improving user access and change management controls, and conducting additional training[264](index=264&type=chunk)[266](index=266&type=chunk) [9A.5 Identified Material Weaknesses (Current)](index=45&type=section&id=9A.5%20Identified%20Material%20Weaknesses%20(Current)) - Current material weaknesses as of May 31, 2025, include deficiencies in control activities, specifically management's failure to maintain **effective review controls for goodwill valuation analysis**[266](index=266&type=chunk)[267](index=267&type=chunk) - Deficiencies in information and communication include inconsistent retention of supporting documentation for internal controls and inadequate internal communication of control responsibilities[268](index=268&type=chunk) [9A.6 Ongoing Remediation Efforts](index=46&type=section&id=9A.6%20Ongoing%20Remediation%20Efforts) - Ongoing remediation efforts include enhancing the design and execution of control activities, improving internal controls documentation, expanding entity-level controls, and developing document retention protocols[272](index=272&type=chunk) - The company is also providing training to control owners and hiring qualified personnel, including a dedicated **Director of Internal Controls**, to support enhanced control ownership[272](index=272&type=chunk)[273](index=273&type=chunk) [9A.7 Changes in Internal Control over Financial Reporting](index=47&type=section&id=9A.7%20Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - No changes in internal control over financial reporting were identified during the fourth quarter of fiscal year 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting, other than remediation efforts for identified material weaknesses[274](index=274&type=chunk) [ITEM 9B. OTHER INFORMATION](index=50&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) Mikhael Nassif was appointed President and CEO effective August 11, 2025, and no insider trading arrangements were adopted or terminated by officers - **Mikhael Nassif** was appointed President and CEO of the Company, effective August 11, 2025, and joined the Board of Directors[283](index=283&type=chunk) - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarterly period ended May 31, 2025[284](index=284&type=chunk) [ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](index=50&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTIONS) This item is not applicable to Neogen Corporation - The disclosure item regarding foreign jurisdictions that prevent inspections is not applicable to the registrant[285](index=285&type=chunk) PART III [ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](index=51&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) Information regarding directors, officers, and corporate governance is incorporated by reference from the 2025 definitive proxy statement - Information on directors, executive officers, and corporate governance is **incorporated by reference** from Neogen's 2025 definitive proxy statement[287](index=287&type=chunk) - Neogen has adopted a **Code of Conduct** applicable to directors, officers, and employees, available on its website[288](index=288&type=chunk) - An **insider trading policy** governs the purchase, sale, and disposition of securities by covered persons, designed to promote compliance with insider trading laws[289](index=289&type=chunk) [ITEM 11. EXECUTIVE COMPENSATION](index=51&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation is incorporated by reference from the Company's definitive Proxy Statement - Information required by this item is **incorporated by reference** from the sections entitled 'Compensation Discussion and Analysis', 'Compensation Committee Report', 'Executive Compensation', 'Compensation Committee Interlocks and Insider Participation', 'CEO Pay Ratio', 'Pay Versus Performance,' and 'Compensation of Directors' in the Company's definitive Proxy Statement[290](index=290&type=chunk) [ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS](index=51&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT,%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information regarding security ownership and related stockholder matters is incorporated by reference from the Company's definitive Proxy Statement - Information required by this item is **incorporated by reference** from the section entitled 'Security Ownership of Certain Beneficial Owners, Directors and Management' and 'Equity Compensation Plan Information' in the Company's definitive Proxy Statement[291](index=291&type=chunk) [ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](index=51&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS,%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding related transactions and director independence is incorporated by reference from the Company's definitive Proxy Statement - Information required by this item is **incorporated by reference** from the section entitled 'Information about the Board and Corporate Governance Matters-Independent Directors,' 'Board Committees' and 'Certain Relationships and Related Party Transactions' in the Company's definitive Proxy Statement[292](index=292&type=chunk) [ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES](index=51&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) Information regarding principal accountant fees and services is incorporated by reference from the Company's definitive Proxy Statement - Information required by this item is **incorporated by reference** from the section entitled 'Proposal 3 — Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm' in the Company's definitive Proxy Statement[293](index=293&type=chunk) PART IV [ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES](index=52&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section details the exhibits and financial statement schedules filed as part of the Form 10-K - The response to this portion of ITEM 15 is submitted as a separate section of this report starting on page 58[295](index=295&type=chunk) - Exhibits include Restated Articles of Incorporation, Senior Notes Indenture, Credit Agreement, and various agreements related to the **3M Food Safety transaction** (e.g., Separation and Distribution Agreement, Transition Services Agreement)[298](index=298&type=chunk)[299](index=299&type=chunk) - Other exhibits cover equity compensation plans (2018 and 2023 Omnibus Incentive Plans), executive severance agreements, and the Insider Trading Policy[299](index=299&type=chunk)[300](index=300&type=chunk) [ITEM 16. FORM 10-K SUMMARY](index=52&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) This item is not applicable to Neogen Corporation - This item is not applicable[297](index=297&type=chunk) [SIGNATURES](index=55&type=section&id=SIGNATURES) The Form 10-K report is duly signed on behalf of Neogen Corporation by its executive officers and Board of Directors on July 30, 2025 - The report is signed by **John E. Adent** (President & CEO), **David H. Naemura** (CFO & COO), and **John P. Moylan** (Chief Accounting Officer)[305](index=305&type=chunk) - The report is also signed by the Chairman of the Board of Directors and other Directors[307](index=307&type=chunk) - All signatures are dated **July 30, 2025**[305](index=305&type=chunk)[307](index=307&type=chunk) FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA [Report of Independent Registered Public Accounting Firm](index=59&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) BDO USA, P.C. issued an unqualified opinion on the financial statements but an adverse opinion on internal control over financial reporting - BDO USA, P.C. issued an **unqualified opinion** on the consolidated financial statements of Neogen Corporation as of May 31, 2025 and 2024, and for the three years ended May 31, 2025[312](index=312&type=chunk) - An **adverse opinion** was expressed on the effectiveness of the Company's internal control over financial reporting as of May 31, 2025, due to material weaknesses[313](index=313&type=chunk) - The **Goodwill Impairment Assessment** for the Food Safety and Animal Safety reporting units was identified as a critical audit matter, involving challenging and subjective auditor judgment regarding management's assumptions[318](index=318&type=chunk)[320](index=320&type=chunk) [Consolidated Balance Sheets](index=61&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to $3.44 billion in 2025 from $4.55 billion in 2024, primarily due to a significant reduction in goodwill - Goodwill decreased significantly from **$2,135,632 thousand** in 2024 to **$1,064,902 thousand** in 2025, reflecting impairment charges[323](index=323&type=chunk) - Total Stockholders' Equity decreased by approximately **$1.07 billion** from May 31, 2024, to May 31, 2025[323](index=323&type=chunk) Consolidated Balance Sheets (in thousands) | Asset/Liability/Equity | May 31, 2025 | May 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Total Current Assets | $576,937 | $589,233 | | Property and Equipment, net | $339,131 | $277,104 | | Goodwill | $1,064,902 | $2,135,632 | | Amortizable intangible assets, net | $1,410,485 | $1,511,653 | | Total Assets | **$3,443,836**| **$4,548,833**| | **Liabilities** | | | | Total Current Liabilities | $174,011 | $154,323 | | Non-Current Debt | $874,810 | $888,391 | | Total Liabilities | **$1,372,582**| **$1,404,691**| | **Stockholders' Equity** | | | | Total Stockholders' Equity | $2,071,254 | $3,144,142 | [Consolidated Statements of Operations](index=63&type=section&id=Consolidated%20Statements%20of%20Operations) Neogen reported a net loss of $1,092.0 million in fiscal year 2025, primarily due to a $1,059.3 million goodwill impairment charge - Goodwill impairment of **$1,059,321 thousand** was recorded in FY2025, significantly contributing to the net loss[326](index=326&type=chunk) - Total revenues decreased by **$29,561 thousand (3%)** from FY2024 to FY2025[326](index=326&type=chunk) Consolidated Statements of Operations (in thousands, except shares) | Metric | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Total Revenues | $894,661 | $924,222 | $822,447 | | Gross Profit | $421,376 | $463,900 | $405,955 | | Total Operating Expenses | $1,482,373 | $405,237 | $368,440 | | Operating Loss (Income) | $(1,060,997) | $58,663 | $37,515 | | Loss Before Taxes | $(1,133,110) | $(14,305) | $(22,042) | | Income Tax (Benefit) Expense| $(41,066) | $(4,884) | $828 | | Net Loss | $(1,092,044) | $(9,421) | $(22,870) | | Basic Net Loss Per Share | $(5.03) | $(0.04) | $(0.12) | | Diluted Net Loss Per Share | $(5.03) | $(0.04) | $(0.12) | [Consolidated Statements of Comprehensive (Loss) Income](index=64&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income) Neogen reported a total comprehensive loss of $1,090.9 million in fiscal year 2025, driven by the substantial net loss - Foreign currency translations resulted in a **gain of $4,248 thousand** in FY2025, compared to a loss of $1,599 thousand in FY2024[328](index=328&type=chunk) - Unrealized loss on derivative instruments was **$3,125 thousand** in FY2025, compared to a gain of $3,902 thousand in FY2024[328](index=328&type=chunk) Consolidated Statements of Comprehensive (Loss) Income (in thousands) | Metric | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Net Loss | $(1,092,044) | $(9,421) | $(22,870) | | Other comprehensive income (loss), net of tax| $1,123 | $3,230 | $(5,482) | | Total Comprehensive Loss | **$(1,090,921)**| **$(6,191)**| **$(28,352)**| [Consolidated Statements of Stockholders' Equity](index=65&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) Total stockholders' equity decreased to $2.07 billion at May 31, 2025, primarily driven by the substantial net loss of $1,092.0 million - The net loss of **$1,092,044 thousand** in FY2025 significantly reduced retained earnings, leading to an accumulated deficit[332](index=332&type=chunk) - Share-based compensation expense contributed **$17,291 thousand** to additional paid-in capital in FY2025[332](index=332&type=chunk) Consolidated Statements of Stockholders' Equity (in thousands, except share amounts) | Metric | May 31, 2025 | May 31, 2024 | May 31, 2023 | | :--- | :--- | :--- | :--- | | Common Stock (Shares) | 217,044,498 | 216,614,407 | 216,245,501 | | Common Stock (Amount) | $34,728 | $34,658 | $34,599 | | Additional Paid-in Capital | $2,601,848 | $2,583,885 | $2,567,828 | | Accumulated Other Comprehensive Loss | $(28,898) | $(30,021) | $(33,251) | | Retained Earnings (Accumulated Deficit) | $(536,424) | $555,620 | $565,041 | | Total Stockholders' Equity | **$2,071,254**| **$3,144,142**| **$3,134,217**| [Consolidated Statements of Cash Flows](index=66&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased to $58.2 million in FY2025, but a net decrease in cash of $41.6 million occurred for the year - The increase in net cash from operating activities was primarily due to working capital items, partially offset by a decrease in income from operations[233](index=233&type=chunk) - Net cash used for investing activities increased by **$69.9 million**, mainly due to lower proceeds from marketable securities sales, partially offset by decreased capital expenditures and higher proceeds from a building sale[234](index=234&type=chunk) - Financing activities resulted in a net outflow of **$1.6 million**, primarily due to taxes paid on share-based compensation and debt issuance costs[235](index=235&type=chunk) Consolidated Statements of Cash Flows (in thousands) | Cash Flow Category | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Net Cash provided by Operating Activities| $58,244 | $35,264 | $41,028 | | Net Cash (used for) provided by Investing Activities| $(99,195) | $(29,309) | $201,039 | | Net Cash (used for) provided by Financing Activities| $(1,598) | $1,918 | $(118,081) | | Net (Decrease) Increase in Cash and Cash Equivalents| $(41,607) | $7,371 | $118,767 | | Cash and Cash Equivalents, End of Year | $129,004 | $170,611 | $163,240 | [Notes to Consolidated Financial Statements](index=67&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information on accounting policies, critical estimates, revenue recognition, debt, and other financial statement components - The notes detail the company's significant accounting policies, including revenue recognition, business combinations, and critical accounting estimates like **goodwill impairment and deferred taxes**[335](index=335&type=chunk)[347](index=347&type=chunk)[364](index=364&type=chunk)[369](index=369&type=chunk) - Key financial data, such as disaggregated revenue, net loss per share calculations, and details on assets held for sale, are provided[378](index=378&type=chunk)[380](index=380&type=chunk)[382](index=382&type=chunk) - Extensive information is given on long-term debt, equity compensation plans, income tax provisions, and various commitments and contingencies, including environmental remediation and royalty payments[412](index=412&type=chunk)[426](index=426&type=chunk)[438](index=438&type=chunk)[449](index=449&type=chunk)[456](index=456&type=chunk) [Note 1. Summary of Significant Accounting Policies](index=67&type=section&id=Note%201.%20Summary%20of%20Significant%20Accounting%20Policies) - Neogen's functional currency is the U.S. dollar, with foreign operations' assets and liabilities translated at current exchange rates and income/expense at average rates; translation adjustments are recorded in other comprehensive (loss) income[338](index=338&type=chunk) - The company adopted **ASU 2023-07 (Segment Reporting)** in November 2023 and is evaluating ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation Disclosures) for future impact[339](index=339&type=chunk)[340](index=340&type=chunk)[341](index=341&type=chunk) - Critical accounting estimates include goodwill impairment, deferred taxes, intangible assets acquired, and fair value measurements, requiring significant management judgment[347](index=347&type=chunk) [Note 2. Revenue Recognition](index=73&type=section&id=Note%202.%20Revenue%20Recognition) - Revenue is derived from product sales (diagnostic test kits, consumable animal products, rodent/insect control) and service revenues (genomics and commercial laboratory services)[373](index=373&type=chunk)[374](index=374&type=chunk)[375](index=375&type=chunk)[379](index=379&type=chunk) - Product revenues are recognized upon shipment, and service revenues are recognized when the laboratory service is performed and results are conveyed[375](index=375&type=chunk) Disaggregated Revenue by Major Product and Service Categories (in thousands) | Category | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | **Food Safety:** | | | | | Natural Toxins & Allergens | $77,058 | $82,240 | $82,567 | | Bacterial & General Sanitation | $164,777 | $171,217 | $134,934 | | Indicator Testing, Culture Media & Other| $325,915 | $334,636 | $267,178 | | Rodent Control, Insect Control & Disinfectants| $46,971 | $42,965 | $39,655 | | Genomics Services | $23,419 | $24,283 | $22,463 | | **Total Food Safety** | **$638,140**| **$655,341**| **$546,797**| | **Animal Safety:** | | | | | Life Sciences | $6,500 | $6,515 | $6,254 | | Veterinary Instruments & Disposables | $61,468 | $65,848 | $63,843 | | Animal Care & Other | $34,654 | $36,978 | $39,068 | | Rodent Control, Insect Control & Disinfectants| $88,063 | $88,732 | $87,423 | | Genomics Services | $65,836 | $70,808 | $79,062 | | **Total Animal Safety** | **$256,521**| **$268,881**| **$275,650**| | **Total Revenue** | **$894,661**| **$924,222**| **$822,447**| [Note 3. Net Loss Per Share](index=75&type=section&id=Note%203.%20Net%20Loss%20Per%20Share) - Due to net losses in fiscal years 2025, 2024, and 2023, stock options and restricted stock units (RSUs) were **anti-dilutive** and excluded from diluted net loss per share calculations[380](index=380&type=chunk) Net Loss Per Share Calculations (in thousands, except shares) | Metric | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Numerator for basic and diluted net loss per share — Net Loss| $(1,092,044) | $(9,421) | $(22,870) | | Denominator for basic net loss per share — Weighted average shares| 216,894,861 | 216,481,878 | 188,880,836 | | Denominator for diluted net loss per share | 216,894,861 | 216,481,878 | 188,880,836 | | Basic Net Loss Per Share | $(5.03) | $(0.04) | $(0.12) | | Diluted Net Loss Per Share | $(5.03) | $(0.04) | $(0.12) | [Note 4. Assets Held for Sale](index=75&type=section&id=Note%204.%20Assets%20Held%20for%20Sale) - In April 2025, Neogen announced an agreement to sell its global Cleaners and Disinfectants (C&D) business to Kersia Group, with the transaction expected to close in Q1 FY2026[381](index=381&type=chunk) - The C&D business assets and liabilities met the criteria for presentation as held for sale as of May 31, 2025, with **no impairment charge recognized** as fair value less cost to sell exceeded carrying value[381](index=381&type=chunk) - On July 18, 2025, the divestiture of the C&D business was completed for **$130.0 million in cash**, plus contingent consideration, with net proceeds primarily for debt repayment[384](index=384&type=chunk) Major Classes of Assets and Liabilities Held for Sale (May 31, 2025, in thousands) | Category | Amount | | :--- | :--- | | **Assets Held for Sale** | | | Accounts receivable, net | $7,229 | | Inventory, net | $8,707 | | Property and equipment, net | $7,081 | | Goodwill | $12,977 | | Amortizable intangible assets, net | $13,261 | | **Total Assets Held for Sale** | **$50,402**| | **Liabilities Held for Sale** | | | Accounts payable | $2,287 | | Deferred income tax liability | $2,151 | | **Total Liabilities Held for Sale** | **$6,556**| [Note 5. Leases](index=76&type=section&id=Note%205.%20Leases) - Neogen leases various manufacturing, laboratory, warehousing, distribution facilities, administrative offices, equipment, and vehicles under operating and finance leases[385](index=385&type=chunk) Supplemental Balance Sheet Information Related to Leases (in thousands) | Metric | May 31, 2025 | May 31, 2024 | | :--- | :--- | :--- | | Rights of use - non-current assets | $17,152 | $14,785 | | Lease liabilities - other current liabilities| $5,641 | $5,101 | | Lease liabilities - non-current liabilities| $12,860 | $10,300 | | Property and equipment (finance lease) | $2,425 | $2,423 | | Current portion of finance lease | $2,426 | $2,447 | Components of Lease Expense (in thousands) | Expense Type | FY2025 | FY2024 | | :--- | :--- | :--- | | Operating leases | $6,189 | $4,510 | | Short term leases | $722 | $625 | | Financing lease expense: Amortization of asset| $299 | $219 | | Financing lease expense: Interest on lease liability| $18 | $12 | | **Total lease expense** | **$7,228**| **$5,366**| Future Lease Payments as of May 31, 2025 (in thousands) | Years ending May 31, | Operating Leases | Finance Lease | | :--- | :--- | :--- | | 2026 | $6,257 | $2,431 | | 2027 | $4,638 | $— | | 2028 | $3,237 | $— | | 2029 | $1,763 | $— | | 2030 | $1,153 | $— | | 2031 and thereafter | $6,773 | $— | | **Total lease payments**| **$23,821** | **$2,431** | [Note 6. Goodwill and Other Intangible Assets](index=77&type=section&id=Note%206.%20Goodwill%20and%20Other%20Intangible%20Assets) - In fiscal year 2025, Neogen recorded goodwill impairment charges totaling **$1,059.3 million** ($461.4 million in Q2 and $584.8 million in Q4 for Food Safety, plus $13.1 million for Animal Safety in Q4)[388](index=388&type=chunk)[389](index=389&type=chunk) - The impairment was triggered by integration challenges, end market conditions, and recent overall financial performance, leading to the carrying value of reporting units exceeding their fair value[388](index=388&type=chunk)[389](index=389&type=chunk) - Amortization expense for intangibles totaled **$93,917 thousand** in FY2025, with estimated future amortization of $96,000 thousand for FY2026[391](index=391&type=chunk)[392](index=392&type=chunk) Goodwill by Reportable Segment (in thousands) | Segment | May 31, 2025 | May 31, 2024 | May 31, 2023 | | :--- | :--- | :--- | :--- | | Food Safety | $996,883 | $2,054,205 | $2,056,161 | | Animal Safety | $68,019 | $81,427 | $81,335 | | **Total** | **$1,064,902**| **$2,135,632**| **$2,137,496**| Net Definite-lived Intangible Assets (May 31, 2025, in thousands) | Category | Net Carrying Amount | | :--- | :--- | | Licenses | $7,784 | | Patents | $4,535 | | Customer relationships intangibles | $1,035,148 | | Trade names and trademarks | $102,829 | | Developed technology | $245,630 | | Other product and service-related intangibles| $14,486 | | **Total** | **$1,410,485** | [Note 7. Restructuring](index=79&type=section&id=Note%207.%20Restructuring) - Neogen implemented restructuring initiatives, primarily streamlining its global genomics business, which was finalized by May 31, 2025[399](index=399&type=chunk) - Restructuring charges in FY2025 included **$3,041 thousand** for employee separation costs and **$8,055 thousand** for other exit costs, with $7,574 thousand in asset impairments[400](index=400&type=chunk) Restructuring Charges by Segment (in thousands) | Segment | FY2025 | FY2024 | | :--- | :--- | :--- | | Food Safety | $2,146 | $402 | | Animal Safety | $7,430 | $1,385 | | Corporate | $1,520 | $1,726 | | **Total** | **$11,096**| **$3,513**| [Note 8. Business Combinations](index=80&type=section&id=Note%208.%20Business%20Combinations) - In July 2022, Neogen acquired Thai-Neo Biotech Co., Ltd. for **$1,581 thousand** in net cash, establishing a direct sales presence in Thailand[403](index=403&type=chunk) - In February 2023, the company acquired certain assets from Corvium, Inc. for **$24,067 thousand**, advancing its food safety data analytics strategy; a contingent liability of $930 thousand was reversed in FY2025 as the final milestone was not achieved[404](index=404&type=chunk)[405](index=405&type=chunk)[407](index=407&type=chunk) - The 3M Food Safety Division (FSD) transaction closed in September 2022, with a purchase price of **$3.2 billion**, consisting of 108,269,946 shares of Neogen common stock ($2.2 billion fair value) and $1 billion in non-cash consideration[408](index=408&type=chunk)[409](index=409&type=chunk) [Note 9. Long-Term Debt](index=81&type=section&id=Note%209.%20Long-Term%20Debt) - On April 4, 2025, Neogen refinanced its credit agreement, providing a new **$450.0 million senior secured term loan** and a **$250.0 million revolving credit facility**, lowering the interest spread[414](index=414&type=chunk) - The company has **$350.0 million** aggregate principal amount of 8.625% senior notes due in 2030, with no required principal payments until maturity[421](index=421&type=chunk)[424](index=424&type=chunk) Long-Term Debt (in thousands) | Debt Type | May 31, 2025 | May 31, 2024 | | :--- | :--- | :--- | | Term Loan | $450,000 | $550,000 | | Senior Notes | $350,000 | $350,000 | | Revolver Facility | $100,000 | $— | | Finance Lease | $2,426 | $— | | **Total debt and finance lease**| **$902,426**| **$900,000**| | Less: Current portion | $(19,301) | $— | | **Total non-current debt, net**| **$874,810**| **$888,391**| Expected Debt Maturities as of May 31, 2025 (in thousands) | Fiscal Year | Amount | | :--- | :--- | | 2026 | $19,225 | | 2027 | $22,500 | | 2028 | $22,500 | | 2029 | $22,500 | | 2030 | $465,625 | | Thereafter | $350,000 | | **Total** | **$902,350**| [Note 10. Equity Compensation Plans and Other Incentive Compensation](index=83&type=section&id=Note%2010.%20Equity%20Compensation%20Plans%20and%20Other%20Incentive%20Compensation) - Neogen's long-term incentive plans allow for grants of stock options and restricted stock units (RSUs) to officers, directors, and key employees, vesting over three to five years[426](index=426&type=chunk) - Remaining compensation cost for non-vested options was **$13,488 thousand** at May 31, 2025, with a weighted average expense recognition period of 1.8 years[429](index=429&type=chunk) - The Employee Stock Purchase Plan allows eligible employees to buy common stock at a **5% discount**, with 157,648 shares purchased in FY2025[434](index=434&type=chunk) - Neogen maintains a 401(k) benefit plan with matching contributions and offers an annual bonus opportunity to certain employees based on company and individual performance[436](index=436&type=chunk)[437](index=437&type=chunk) Stock Options Summary (in thousands, except price) | Metric | May 31, 2025 | May 31, 2024 | May 31, 2023 | | :--- | :--- | :--- | :--- | | Options Outstanding | 5,927 | 4,936 | 4,222 | | Weighted Average Exercise Price | $17.51 | $20.41 | $25.56 | | Weighted Average Grant Date Fair Value| $5.56 | $6.12 | $6.51 | | Options Exercisable | 2,142 | 1,518 | 1,401 | [Note 11. Income Taxes](index=86&type=section&id=Note%2011.%20Income%20Taxes) - Income tax expense was significantly impacted by **goodwill impairments** in FY2025, which are primarily not deductible for tax purposes[440](index=440&type=chunk) - The company has **$18,913 thousand** in net operating loss carryforwards, with foreign losses expiring from 2026 to indefinitely[441](index=441&type=chunk) - Unrecognized tax benefits that would affect the effective tax rate were **$3,849 thousand** at May 31, 2025, primarily related to transfer pricing, IRC Section 861 expense apportionment, and R&D credits[213](index=213&type=chunk)[444](index=444&type=chunk) - The company is assessing the impact of the OECD Pillar 2 global minimum tax rules and the U.S. One Big Beautiful Bill Act (OBBBA) on its future tax rate and liabilities[447](index=447&type=chunk)[448](index=448&type=chunk) Income Before Income Taxes by Source (in thousands) | Source | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | U.S. | $(1,026,641) | $(92,161) | $(85,681) | | Foreign| $(106,469) | $77,856 | $63,639 | | **Total**| **$(1,133,110)**| **$(14,305)**| **$(22,042)**| Provision for Income Taxes (in thousands) | Category | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Total Current | $15,698 | $24,604 | $20,058 | | Total Deferred | $(56,764) | $(29,488) | $(19,230) | | **Income tax (benefit) expense**| **$(41,066)**| **$(4,884)**| **$828** | Net Deferred Income Tax Liabilities (in thousands) | Category | May 31, 2025 | May 31, 2024 | | :--- | :--- | :--- | | Deferred income tax liabilities | $(322,438) | $(362,045) | | Deferred income tax assets | $60,753 | $40,641 | | Valuation allowance | $(1,440) | $(1,526) | | **Net deferred income tax liabilities**| **$(263,125)**| **$(322,930)**| [Note 12. Commitments and Contingencies](index=89&type=section&id=Note%2012.%20Commitments%20and%20Contingencies) - Neogen accrues for environmental remediation costs at its Randolph, Wisconsin facility, with an estimated remaining liability of **$916 thousand** as of May 31, 2025, measured on an undiscounted basis over 15 years[449](index=449&type=chunk)[450](index=450&type=chunk) - In Q3 FY2025, the company recorded a **$2,700 thousand gain** from a settlement related to a prior fixed asset acquisition, partially offset by a $2,055 thousand fixed asset impairment[451](index=451&type=chunk) - A **$930 thousand contingent liability** related to the Corvium, Inc. transaction was reversed in Q3 FY2025 as the final milestone payment was not achieved[452](index=452&type=chunk) - Royalty expense for licensed technologies totaled **$1,605 thousand** in FY2025, with future minimum royalty payments of $329 thousand for FY2026[456](index=456&type=chunk) [Note 13. Fair Value and Derivatives](index=91&type=section&id=Note%2013.%20Fair%20Value%20and%20Derivatives) - Neogen uses foreign currency forward contracts to mitigate exposure to exchange rate fluctuations, with a notional amount of **$65,023 thousand** as of May 31, 2025[460](index=460&typ

SAN DIEGO, July 30, 2025 /PRNewswire/ -- Robbins LLP reminds stockholders that a class action was filed on behalf of investors who purchased or otherwise acquired Neogen Corporation (NASDAQ: NEOG) securities between January 6, 2023 and June 3, 2025. Neogen is a food safety company that manufactures and markets products and services dedicated to food and animal safety. For more information, submit a form, email attorney Aaron Dumas, Jr., or give us a call at (800) 350-6003. According to the complaint, during ...

Core Viewpoint - Neogen Corporation is facing a class action lawsuit due to alleged violations of the Securities Exchange Act of 1934, with claims that the company and its executives misled investors regarding the integration of its business with 3M's Food Safety Division and the financial implications of this merger [1][3][4]. Company Overview - Neogen Corporation specializes in the development, manufacture, and marketing of products and services focused on food and animal safety [2]. Class Action Details - The class action lawsuit is titled "Operating Engineers Construction Industry and Miscellaneous Pension Fund v. Neogen Corporation" and allows investors who purchased Neogen common stock between January 5, 2023, and June 3, 2025, to seek appointment as lead plaintiff by September 16, 2025 [1][7]. - The lawsuit alleges that Neogen's executives made false statements about the progress of the integration with 3M and downplayed inefficiencies that arose during this process [3][4]. Financial Performance - On January 10, 2025, Neogen reported a significant GAAP net income loss due to a $461 million non-cash goodwill impairment charge related to the 3M acquisition, alongside a reduction in fiscal year 2025 revenue and EBITDA guidance [4]. - In the third quarter of 2025, Neogen reported a loss of $11 million, a significant increase from a $2 million loss the previous year, with revenue declining by 3.4% to $221 million due to integration issues [5]. - On June 4, 2025, Neogen projected an EBITDA margin drop to the high teens from 22%, attributing this to elevated inventory write-offs, which led to a further decline in stock price by over 17% [6].

Neogen (NEOG) came out with quarterly earnings of $0.05 per share, missing the Zacks Consensus Estimate of $0.08 per share. This compares to earnings of $0.1 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of -37.50%. A quarter ago, it was expected that this maker of medical testing kits would post earnings of $0.13 per share when it actually produced earnings of $0.1, delivering a surprise of -23.08%.Over the last four quarters, ...

Financial Data and Key Metrics Changes - The fourth quarter revenues were $225 million, with core revenue down 2.9% for the quarter, impacted by foreign currency and discontinued products [19] - Gross margin in Q4 was 41.2%, affected by lower volume, elevated inventory write-offs, and production inefficiencies [23][24] - Adjusted net income for Q4 was $11 million, down from $22 million in the prior year quarter, primarily due to lower adjusted EBITDA [26] Business Line Data and Key Metrics Changes - Food Safety segment revenues were $162 million in Q4, down 3% year-over-year, with a core revenue decline of 1.3% [19] - Animal Safety segment revenues were $64 million, including a core revenue decline of 6.7% compared to the prior year quarter [20] - Genomics core revenue declined low single digits in Q4, reflecting a sequential improvement [20] Market Data and Key Metrics Changes - Core revenue growth in Europe was up mid single digits, while Asia Pacific was down mid single digits [21] - Latin America region saw a mid single digit decline on a core basis, with growth in some product lines offset by declines in others [22] - U.S. and Canada region experienced low single digit growth in food safety core revenue [22] Company Strategy and Development Direction - The company is focused on improving internal processes and managing through current market conditions to capitalize on future opportunities [17] - A targeted improvement plan has been released to manage the transition period effectively [17] - The company is prioritizing pathogen detection and has launched new products to enhance its offerings in the food safety market [10][19] Management's Comments on Operating Environment and Future Outlook - Management noted that end market conditions have worsened, particularly in food safety, due to inflation pressures on food producers [4][5] - The expectation is for revenue in fiscal 2026 to be between $820 million and $840 million, reflecting ongoing market challenges [29] - Management anticipates that gross margin will face headwinds from sample collection and tariffs, but expects improvements in the second half of the fiscal year [30] Other Important Information - The company completed the divestiture of its cleaners and disinfectants business, resulting in approximately $115 million in net proceeds [27] - Free cash flow in Q4 was roughly breakeven, with total capital expenditures declining to $16 million [28] - The company has successfully remediated two Sarbanes-Oxley material weaknesses [31] Q&A Session Summary Question: Why is this the right time to put out guidance with a new CEO? - Management indicated that the guidance reflects a business-as-usual approach and is intended to provide clarity on the upcoming year [37][38] Question: How much of a headwind is built for next year regarding tariffs? - Management confirmed that the $10 million tariff impact is the expected headwind for fiscal 2026 [41] Question: How does the company plan to grow above market despite consumer pressures? - Management highlighted regulatory opportunities and increased testing focus as key growth drivers [44][45] Question: What are the expectations for food safety industry growth? - Management expects food safety testing to grow at a lower rate than historical mid-single digits due to current market conditions [53][54] Question: What is the expected impact of divestitures on operating expenses? - Management noted that most costs associated with divested businesses will go directly with those businesses, with minimal stranded costs remaining [59][60]

NEW YORK, July 29, 2025 /PRNewswire/ -- Levi & Korsinsky, LLP notifies investors in Neogen Corporation ("Neogen Corporation" or the "Company") (NASDAQ: NEOG) of a class action securities lawsuit. WHAT'S NEXT? If you suffered a loss in Neogen Corporation during the relevant time frame, you have until September 16, 2025 to request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn't require that you serve as a lead plaintiff. NO COST TO YOU: If you are a class member, yo ...

Focused on executing targeted improvement plan during transitional period This presentation includes "forward-looking statements" as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Neogen's current expectations and are subject to risks and uncertainties, which could cause actual results to differ from those stated or implied by such forward-looking statements. Should ...