0000711377falseNeogen Corporation00007113772024-07-302024-07-30

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 30, 2024

 

NEOGEN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Michigan

0-17988

38-2367843

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

620 Lesher Place Lansing, Michigan

48912

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 517-372-9200

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

 

Title of each Class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.16 par value per share

NEOG

NASDAQ Global Select Market

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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

 


Item 2.02 Results of Operations and Financial Condition

On July 30, 2024, Neogen Corporation issued a press release announcing results of operations for its fiscal 2024 fourth quarter and twelve months ended May 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this report. This Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Registrant, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits

(d)
Exhibits

 

 

99.1

Press Release dated July 30, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

NEOGEN CORPORATION

 

(Registrant)

Date: July 30, 2024

/s/ David H. Naemura

 

David H. Naemura

Chief Financial Officer

 


Exhibit 99.1

Neogen Announces Fourth-Quarter 2024 Results

Revenue of $236.8 million.
Net loss of $5.4 million; $(0.02) per diluted share.
Adjusted Net Income of $22.4 million; $0.10 per diluted share.
Adjusted EBITDA of $53.0 million.

 

LANSING, Mich., July 30, 2024 – Neogen Corporation (NASDAQ: NEOG) announced today the results of the fourth quarter ended May 31, 2024.

“After crossing multiple significant integration milestones in the third quarter related to the integration of the former 3M Food Safety business, progress continued on multiple fronts in the fourth quarter,” said John Adent, Neogen’s President and Chief Executive Officer. “We completed the relocation of the sample handling product line, which we expect to have running at full production by the end of the first quarter. We also saw improvement in our order fulfillment rates throughout the quarter, which have subsequently improved to the point where they are no longer a constraint."

Adent continued, “End-market conditions remained soft, but stable compared to the third quarter. With respect to Food Safety specifically, where food production volumes were still mostly down on a year-over-year basis, we are expecting a trend of slow, gradual improvement over the course of the fiscal year. The progress we’ve made on resolving our shipping challenges has allowed our commercial teams to focus on what they do best – demand generation – leveraging the broadest product portfolio in the industry and Neogen’s reputation for consultative customer service, along with the expected improvement in the end-market backdrop. While we still have work ahead of us, the peak capital expenditure and working capital outflows related to the integration are behind us. As a result of our significant integration progress, we’re able to focus on driving improvements in the combined operations and are looking forward to leveraging the full capabilities of our business in what we expect to be an unconstrained operating environment in fiscal 2025.”

Financial and Business Highlights

Revenues for the fourth quarter were $236.8 million, a decrease of 2.1% compared to $241.8 million in the prior year. Core revenue, which excludes the impacts of foreign currency translation, as well as acquisitions completed and product lines discontinued in the last 12 months, was 2.0%. Acquisitions and discontinued product lines contributed 0.1%, while foreign currency had a negative impact of 4.2%.

Revenues for the full year were $924.2 million, an increase of 12.4% compared to $822.4 million in the prior year. Core revenue growth was 1.8%. Acquisitions and discontinued product lines contributed 11.9%, while foreign currency was a headwind of 1.3%.

Net loss for the fourth quarter was $5.4 million, or $(0.02) per diluted share, compared to net income of $5.6 million, or $0.03 per diluted share, in the prior-year period. Adjusted Net Income was $22.4 million, or $0.10 per diluted share, compared to $30.2 million, or $0.14 per diluted share, in the prior-year period, with the decline driven primarily by lower Adjusted EBITDA.

Net loss for the full year was $9.4 million, or $(0.04) per diluted share, compared to net loss of $22.9 million, or $(0.12) per diluted share, in the prior year. Adjusted Net Income for the full year was $97.4 million, or $0.45 per diluted share, compared to $105.7 million, or $0.56 per diluted share, in the prior year.

Gross margin, expressed as a percentage of sales, was 47.9% in the fourth quarter of fiscal 2024. This compares to a gross margin of 50.9% in the same quarter a year ago, with the decrease primarily due to costs incurred related to the exit of the transition service agreements, including a higher level of inventory adjustments.

Gross margin for the full year was 50.2% compared to a gross margin of 49.4% in the prior year.

Fourth-quarter Adjusted EBITDA was $53.0 million, representing an Adjusted EBITDA Margin of 22.4%, compared to $63.1 million and a margin of 26.1% in the prior-year period. The lower Adjusted EBITDA Margin was primarily the result of the decline in gross margin.


Full-year Adjusted EBITDA was $213.2 million, representing an Adjusted EBITDA margin of 23.1% compared to $205.4 million and a margin of 25.0% in the prior year.

Food Safety Segment

Revenues for the Food Safety segment were $166.9 million in the fourth quarter, a decrease of 1.4% compared to $169.3 million in the prior year, consisting of 4.3% core growth, a 0.2% contribution from acquisitions and discontinued product lines and a negative foreign currency impact of 5.9%. The core revenue growth was led by the Indicator Testing, Culture Media & Other product category, which benefited from strong growth in Petrifilm, as well as in culture media and food quality and nutritional analysis products. In the Company’s Bacterial & General Sanitation product category, growth in pathogen detection and general sanitation products was partially offset by a decline in sales of microbiological products, largely the result of higher equipment sales in the prior-year quarter. Within the Natural Toxins & Allergens product category, modest growth in allergens was offset by a decline in sales of natural toxin test kits, due largely to product availability issues.

For the full year, revenues for the Food Safety segment were $655.3 million, an increase of 19.9% compared to $546.8 million in the prior year, consisting of core growth of 3.7%, 18.0% from acquisitions and a foreign currency headwind of 1.8%.

Animal Safety Segment

Revenues for the Animal Safety segment were $69.9 million in the fourth quarter, a decrease of 3.7% compared to $72.5 million in the prior year, consisting of a 3.3% core revenue decline, a 0.3% headwind from discontinued product lines and negative foreign currency impact of 0.1%. In the Veterinary Instruments & Disposables product category, solid growth in veterinary instruments from increased demand for detectable needles and syringes was partially offset by a compare-driven decline in other animal safety products. Growth in the Company’s Animal Care & Other product category was driven by higher sales of vitamin injectables and biologics products. In the Company’s portfolio of biosecurity products, strong growth in insect control products was offset by declines in cleaners and disinfectants and rodent control products due largely to strong growth in the prior-year quarter and the timing of shipments.

On a global basis, the Company’s Genomics business experienced a core revenue decline in the mid-single-digit range. Increased sales in international beef markets were offset by the impact of customer attrition in the U.S., a result of the shift in strategic focus towards larger production animals.

For the full year, revenues for the Animal Safety segment were $268.9 million, a decrease of 2.5% compared to $275.7 million in the prior year, consisting of a core revenue decline of 2.0%, a 0.2% headwind from discontinued product lines and negative foreign currency impact of 0.3%.

Liquidity and Capital Resources

As of May 31, 2024, the Company had total cash and investments of $170.9 million and total outstanding non-current debt of $900.0 million, as well as committed borrowing headroom of $150.0 million.

Fiscal Year 2025 Outlook

The Company is initiating its full-year outlook for fiscal year 2025. Revenue is expected to be $925 million to $955 million, reflecting core revenue growth in the mid-single-digit range, offset primarily by an anticipated foreign currency headwind. Adjusted EBITDA is expected to be $215 million to $235 million, while capital expenditures are expected to be approximately $85 million, including approximately $55 million related specifically to the integration of the former 3M Food Safety Division.


Conference Call and Webcast

Neogen Corporation will host a conference call today at 8:00 a.m. Eastern Time to discuss the Company’s financial results. The live webcast of the conference call and accompanying presentation materials can be accessed through Neogen’s website at neogen.com/investor-relations. For those unable to access the webcast, the conference call can be accessed by dialing (800) 836-8184 (U.S.) or +1 (646) 357-8785 (International) and requesting the Neogen Corporation Fourth Quarter 2024 Earnings Call. A replay of the conference call and webcast will be available shortly following the conclusion of the call, and can be accessed domestically or internationally by dialing (888) 660-6345 or +1 (646) 517-4150, respectively, and providing the entry code 82704, or through Neogen’s Investor Relations website at neogen.com/investor-relations.

About Neogen

Neogen Corporation is committed to fueling a brighter future for global food security through the advancement of human and animal well-being. Harnessing the power of science and technology, Neogen has developed comprehensive solutions spanning the Food Safety, Livestock and Pet Health & Wellness markets. A world leader in these fields, Neogen has a presence in over 140 countries with a dedicated network of scientists and technical experts focused on delivering optimized products and technology for its customers.

Certain portions of this news release that do not relate to historical financial information constitute forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties. Actual future results and trends may differ materially from historical results or those expected depending on a variety of factors listed in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the company’s most recently filed Form 10-K.


NEOGEN CORPORATION

UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except share amounts)

 

 

 

Three Months Ended May 31,

 

 

Twelve Months Ended May 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Food Safety

 

$

166,906

 

 

$

169,269

 

 

$

655,341

 

 

$

546,797

 

Animal Safety

 

 

69,888

 

 

 

72,541

 

 

 

268,881

 

 

 

275,650

 

Total revenue

 

 

236,794

 

 

 

241,810

 

 

 

924,222

 

 

 

822,447

 

Cost of revenues

 

 

123,312

 

 

 

118,628

 

 

 

460,322

 

 

 

416,492

 

Gross profit

 

 

113,482

 

 

 

123,182

 

 

 

463,900

 

 

 

405,955

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Sales & marketing

 

 

44,337

 

 

 

42,893

 

 

 

182,872

 

 

 

141,222

 

Administrative

 

 

50,960

 

 

 

49,810

 

 

 

199,889

 

 

 

201,179

 

Research & development

 

 

5,145

 

 

 

7,054

 

 

 

22,476

 

 

 

26,039

 

Total operating expenses

 

 

100,442

 

 

 

99,757

 

 

 

405,237

 

 

 

368,440

 

Operating income

 

 

13,040

 

 

 

23,425

 

 

 

58,663

 

 

 

37,515

 

Other expense

 

 

(19,439

)

 

 

(15,775

)

 

 

(72,968

)

 

 

(59,557

)

(Loss) income before tax

 

 

(6,399

)

 

 

7,650

 

 

 

(14,305

)

 

 

(22,042

)

Income tax (benefit) expense

 

 

(984

)

 

 

2,078

 

 

 

(4,884

)

 

 

828

 

Net (loss) income

 

$

(5,415

)

 

$

5,572

 

 

$

(9,421

)

 

$

(22,870

)

Net (loss) income per diluted share

 

$

(0.02

)

 

$

0.03

 

 

$

(0.04

)

 

$

(0.12

)

Shares to calculate per share amount

 

 

216,610,641

 

 

 

216,441,935

 

 

 

216,481,878

 

 

 

188,880,836

 

 


NEOGEN CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEET

(In thousands, except share amounts)

 

May 31

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

170,611

 

 

$

163,240

 

Marketable securities

 

 

325

 

 

 

82,329

 

Accounts receivable, net

 

 

173,005

 

 

 

153,253

 

Inventories

 

 

189,267

 

 

 

133,812

 

Prepaid expenses and other current assets

 

 

56,025

 

 

 

53,297

 

Total Current Assets

 

 

589,233

 

 

 

585,931

 

Property and Equipment

 

 

 

 

 

 

Land and improvements

 

 

10,497

 

 

 

10,209

 

Building and improvements

 

 

108,298

 

 

 

96,794

 

Machinery and equipment

 

 

176,369

 

 

 

152,547

 

Furniture and fixtures

 

 

8,260

 

 

 

7,080

 

Construction in progress

 

 

113,968

 

 

 

52,237

 

 

 

417,392

 

 

 

318,867

 

Less accumulated depreciation

 

 

(140,288

)

 

 

(120,118

)

Property and Equipment, net

 

 

277,104

 

 

 

198,749

 

Other Assets

 

 

 

 

 

 

Right of use assets

 

 

14,785

 

 

 

11,933

 

Goodwill

 

 

2,135,632

 

 

 

2,137,496

 

Other non-amortizable intangible assets

 

 

 

 

 

14,316

 

Amortizable intangible assets, net

 

 

1,511,653

 

 

 

1,590,787

 

Other non-current assets

 

 

20,426

 

 

 

15,220

 

Total Other Assets

 

 

3,682,496

 

 

 

3,769,752

 

Total Assets

 

$

4,548,833

 

 

$

4,554,432

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Current portion of finance lease

 

$

2,447

 

 

$

 

Accounts payable

 

 

83,061

 

 

 

76,669

 

Accrued compensation

 

 

19,949

 

 

 

25,153

 

Income tax payable

 

 

10,449

 

 

 

6,951

 

Accrued interest

 

 

10,985

 

 

 

11,149

 

Deferred revenue

 

 

4,632

 

 

 

4,616

 

Other current liabilities

 

 

22,800

 

 

 

20,934

 

Total Current Liabilities

 

 

154,323

 

 

 

145,472

 

Deferred Income Tax Liability

 

 

326,718

 

 

 

353,427

 

Non-Current Debt

 

 

888,391

 

 

 

885,439

 

Other Non-Current Liabilities

 

 

35,259

 

 

 

35,877

 

Total Liabilities

 

 

1,404,691

 

 

 

1,420,215

 

Commitments and Contingencies

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

Preferred stock, $1.00 par value — shares authorized 100,000; none issued and outstanding

 

 

 

 

 

 

Common stock, $0.16 par value — shares authorized 315,000,000; 216,614,407 and 216,245,501 shares issued and outstanding at May 31, 2024 and 2023, respectively

 

 

34,658

 

 

 

34,599

 

Additional paid-in capital

 

 

2,583,885

 

 

 

2,567,828

 

Accumulated other comprehensive loss

 

 

(30,021

)

 

 

(33,251

)

Retained earnings

 

 

555,620

 

 

 

565,041

 

Total Stockholders’ Equity

 

 

3,144,142

 

 

 

3,134,217

 

Total Liabilities and Stockholders’ Equity

 

$

4,548,833

 

 

$

4,554,432

 

 


NEOGEN CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

Year Ended May 31,

 

 

2024

 

 

2023

 

 

2022

 

Cash Flows provided by Operating Activities

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(9,421

)

 

$

(22,870

)

 

$

48,307

 

Adjustments to reconcile net (loss) income to net cash from operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

116,717

 

 

 

88,377

 

 

 

23,694

 

Impairment of discontinued product lines

 

 

556

 

 

 

3,109

 

 

 

 

(Gain) loss on sale of minority interest

 

 

(103

)

 

 

2,016

 

 

 

 

Deferred income taxes

 

 

(27,423

)

 

 

(19,230

)

 

 

(4,695

)

Share-based compensation

 

 

13,768

 

 

 

10,177

 

 

 

7,154

 

Loss (gain) on disposal of property and equipment

 

 

1,073

 

 

 

(486

)

 

 

 

Amortization of debt issuance costs

 

 

3,441

 

 

 

2,720

 

 

 

 

Right of use asset amortization

 

 

4,510

 

 

 

2,097

 

 

 

438

 

Other

 

 

4,829

 

 

 

(685

)

 

 

(2,439

)

Changes in operating assets and liabilities, net of business acquisitions:

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(20,101

)

 

 

(53,879

)

 

 

(7,798

)

Inventories

 

 

(55,949

)

 

 

9,955

 

 

 

(21,072

)

Prepaid expenses and other assets

 

 

11,113

 

 

 

(3,121

)

 

 

(4,054

)

Accounts payable, accruals and changes

 

 

13,751

 

 

 

18,642

 

 

 

20,238

 

Interest expense accrual

 

 

(164

)

 

 

4,052

 

 

 

 

Changes in other non-current assets and non-current liabilities

 

 

(21,333

)

 

 

154

 

 

 

8,265

 

Net Cash provided by Operating Activities

 

 

35,264

 

 

 

41,028

 

 

 

68,038

 

Cash Flows (used for) provided by Investing Activities

 

 

 

 

 

 

 

 

 

Purchase of property, equipment and other non-current intangible assets

 

 

(111,421

)

 

 

(65,757

)

 

 

(24,429

)

Proceeds from the maturities of marketable securities

 

 

82,004

 

 

 

266,772

 

 

 

381,839

 

Purchase of marketable securities

 

 

 

 

 

(12,523

)

 

 

(415,894

)

Business acquisitions, net of cash acquired

 

 

 

 

 

11,721

 

 

 

(38,745

)

Proceeds from the sale of property and equipment and other

 

 

108

 

 

 

826

 

 

 

 

Net Cash (used for) provided by Investing Activities

 

 

(29,309

)

 

 

201,039

 

 

 

(97,229

)

Cash Flows provided by (used for) Financing Activities

 

 

 

 

 

 

 

 

 

Exercise of stock options and issuance of employee stock purchase plan shares

 

 

2,456

 

 

 

1,195

 

 

 

7,933

 

Repayment of debt

 

 

 

 

 

(100,000

)

 

 

 

Payment of contingent consideration

 

 

 

 

 

 

 

 

(1,120

)

Debt issuance costs paid and other

 

 

(538

)

 

 

(19,276

)

 

 

 

Net Cash provided by (used for) Financing Activities

 

 

1,918

 

 

 

(118,081

)

 

 

6,813

 

Effects of Foreign Exchange Rate on Cash

 

 

(502

)

 

 

(5,219

)

 

 

(8,751

)

Net Increase (Decrease) in Cash and Cash Equivalents

 

 

7,371

 

 

 

118,767

 

 

 

(31,129

)

Cash and Cash Equivalents, Beginning of Year

 

 

163,240

 

 

 

44,473

 

 

 

75,602

 

Cash and Cash Equivalents, End of Year

 

$

170,611

 

 

$

163,240

 

 

$

44,473

 

Supplementary Cash Flow Information

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

73,168

 

 

$

42,616

 

 

$

72

 

Income taxes paid, net of refunds

 

$

22,303

 

 

$

15,473

 

 

$

17,242

 

 


Non-GAAP Financial Measures

This press release includes certain non-GAAP financial measures, which management believes are useful to investors, securities analysts and other interested parties. Management uses Adjusted EBITDA as a key profitability measure. This is a non-GAAP measure that represents EBITDA before certain items that impact comparison of the performance of our business, either period-over-period or with other businesses. Adjusted EBITDA Margin is Adjusted EBITDA for a particular period expressed as a percentage of revenues for that period.

Management uses Adjusted Net Income as an additional measure of profitability. Adjusted Net Income is a non-GAAP measure that represents net income before certain items that impact comparison of the performance of our business, either period-over-period or with other businesses.

Core revenue growth is a non-GAAP measure that represents net sales for the period excluding the effects of foreign currency translation rates and the impacts of acquisitions and discontinued product lines, where applicable. Core revenue growth is presented to allow for a meaningful comparison of year-over-year performance without the volatility caused by foreign currency translation rates, or the incomparability that would be caused by the impact of an acquisition, disposal or product line discontinuation.

These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Please see below for a reconciliation of historical non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP.


NEOGEN CORPORATION

RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA

(In thousands)

 

 

 

Three Months Ended May 31,

 

 

Twelve Months Ended May 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net (loss) income

 

$

(5,415

)

 

$

5,572

 

 

$

(9,421

)

 

$

(22,870

)

Income tax (benefit) expense

 

 

(984

)

 

 

2,078

 

 

 

(4,884

)

 

 

828

 

Depreciation and amortization

 

 

28,864

 

 

 

28,439

 

 

 

116,717

 

 

 

88,377

 

Interest expense, net

 

 

17,524

 

 

 

16,951

 

 

 

67,032

 

 

 

52,795

 

EBITDA

 

$

39,989

 

 

$

53,040

 

 

$

169,444

 

 

$

119,130

 

Share-based compensation

 

 

3,939

 

 

 

2,866

 

 

 

13,768

 

 

 

10,177

 

FX transaction loss on loan revaluation (1)

 

 

732

 

 

 

134

 

 

 

2,082

 

 

 

5,226

 

Certain transaction fees and integration costs (2)

 

 

3,431

 

 

 

4,058

 

 

 

15,521

 

 

 

59,812

 

Restructuring (3)

 

 

160

 

 

 

475

 

 

 

3,513

 

 

 

475

 

Contingent consideration adjustments

 

 

50

 

 

 

 

 

 

300

 

 

 

(300

)

ERP Expense (4)

 

 

3,563

 

 

 

 

 

 

7,467

 

 

 

 

Discontinued product line expense (5)

 

 

941

 

 

 

2,006

 

 

 

994

 

 

 

5,639

 

(Recovery) loss on sale of minority interest

 

 

(29

)

 

 

 

 

 

(103

)

 

 

1,516

 

Loss on investment

 

 

 

 

 

500

 

 

 

 

 

 

500

 

Inventory step-up charge

 

 

 

 

 

 

 

 

 

 

 

3,245

 

Other

 

 

178

 

 

 

 

 

 

178

 

 

 

 

Adjusted EBITDA

 

$

52,954

 

 

$

63,079

 

 

$

213,164

 

 

$

205,420

 

Adjusted EBITDA margin (% of sales)

 

 

22.4

%

 

 

26.1

%

 

 

23.1

%

 

 

25.0

%

 

(1)
Net foreign currency transaction loss associated with the revaluation of non-functional currency intercompany loans established in connection with the 3M Food Safety transaction and other non-hedged foreign currency revaluation resulting from 3M agreements.
(2)
Includes costs associated with the 3M transaction, including various transition agreements.
(3)
Includes costs associated with consolidation of U.S. genomics labs.
(4)
Expenses related to ERP implementation.
(5)
Expenses associated with intangible asset impairments and inventory scrap amounts related to certain discontinued product lines.

NEOGEN CORPORATION

RECONCILIATION OF NET INCOME TO ADJUSTED NET INCOME

(In thousands)

 

 

 

Three Months Ended May 31,

 

 

Twelve Months Ended May 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net (loss) income

 

$

(5,415

)

 

$

5,572

 

 

$

(9,421

)

 

$

(22,870

)

Amortization of acquisition-related intangibles

 

 

23,328

 

 

 

22,053

 

 

 

93,013

 

 

 

68,690

 

Share-based compensation

 

 

3,939

 

 

 

2,866

 

 

 

13,768

 

 

 

10,177

 

FX transaction loss on loan revaluation (1)

 

 

732

 

 

 

134

 

 

 

2,082

 

 

 

5,226

 

Certain transaction fees and integration costs (2)

 

 

3,431

 

 

 

4,058

 

 

 

15,521

 

 

 

59,812

 

Restructuring (3)

 

 

160

 

 

 

475

 

 

 

3,513

 

 

 

475

 

Contingent consideration adjustments

 

 

50

 

 

 

 

 

 

300

 

 

 

(300

)

ERP Expense (4)

 

 

3,563

 

 

 

 

 

 

7,467

 

 

 

 

Discontinued product line expense (5)

 

 

941

 

 

 

2,006

 

 

 

994

 

 

 

5,639

 

(Recovery) loss on sale of minority interest

 

 

(29

)

 

 

 

 

 

(103

)

 

 

1,516

 

Loss on investment

 

 

 

 

 

500

 

 

 

 

 

 

500

 

Inventory step-up charge

 

 

 

 

 

 

 

 

 

 

 

3,245

 

Other

 

 

178

 

 

 

 

 

 

178

 

 

 

 

Other adjustments (6)

 

 

 

 

 

 

 

 

 

 

 

5,864

 

Estimated tax effect of above adjustments (7)

 

 

(8,514

)

 

 

(7,459

)

 

 

(29,960

)

 

 

(32,323

)

Adjusted Net Income

 

$

22,364

 

 

$

30,205

 

 

$

97,352

 

 

$

105,651

 

Adjusted Earnings per Share

 

$

0.10

 

 

$

0.14

 

 

$

0.45

 

 

$

0.56

 

 

(1)
Net foreign currency transaction loss associated with the revaluation of non-functional currency intercompany loans established in connection with the 3M Food Safety transaction and other non-hedged foreign currency revaluation resulting from 3M agreements.
(2)
Includes costs associated with the 3M transaction, including various transition agreements.
(3)
Includes costs associated with consolidation of U.S. genomics labs.
(4)
Expenses related to ERP implementation.
(5)
Expenses associated with intangible asset impairments and inventory scrap amounts related to certain discontinued product lines.
(6)
Income tax expense associated with transaction costs that were recognized as expense in prior periods.
(7)
Tax effect of adjustments is calculated using projected effective tax rates for each applicable item.

 

 


NEOGEN CORPORATION

RECONCILIATION OF GROWTH TO CORE GROWTH

(In thousands)

 

 

 

Q4 FY24

 

 

Q4 FY23

 

 

Growth

 

Foreign Currency

 

Acquisitions/Divestitures

 

 

Core Revenue Growth

 

Food Safety

 

$

166,906

 

 

$

169,269

 

 

(1.4%)

 

(5.9%)

 

 

0.2

%

 

 

4.3

%

Animal Safety

 

 

69,888

 

 

 

72,541

 

 

(3.7%)

 

(0.1%)

 

(0.3%)

 

 

(3.3%)

 

Total Neogen

 

$

236,794

 

 

$

241,810

 

 

(2.1%)

 

(4.2%)

 

 

0.1

%

 

 

2.0

%

 

 

 

 

FY24

 

 

FY23

 

 

Growth

 

 

Foreign Currency

 

Acquisitions/Divestitures

 

 

Core Revenue Growth

 

Food Safety

 

$

655,341

 

 

$

546,797

 

 

 

19.9

%

 

(1.8%)

 

 

18.0

%

 

 

3.7

%

Animal Safety

 

 

268,881

 

 

 

275,650

 

 

(2.5%)

 

 

(0.3%)

 

(0.2%)

 

 

(2.0%)

 

Total Neogen

 

$

924,222

 

 

$

822,447

 

 

 

12.4

%

 

(1.3%)

 

 

11.9

%

 

 

1.8

%

 

 

Source: Neogen Corporation

Contact

Bill Waelke

(517) 372-9200

ir@neogen.com


v3.24.2
Document and Entity Information
Jul. 30, 2024
Cover [Abstract]  
Entity Registrant Name Neogen Corporation
Amendment Flag false
Entity Central Index Key 0000711377
Document Type 8-K
Document Period End Date Jul. 30, 2024
Entity Incorporation State Country Code MI
Entity File Number 0-17988
Entity Tax Identification Number 38-2367843
Entity Address, Address Line One 620 Lesher Place
Entity Address, City or Town Lansing
Entity Address, State or Province MI
Entity Address, Postal Zip Code 48912
City Area Code 517
Local Phone Number 372-9200
Security 12b Title Common Stock, $0.16 par value per share
Trading Symbol NEOG
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false

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