UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

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

For the quarterly period ended ~~February 28,~~August 31, 2021.

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

For the transition period from

Commission file number

0-17988

Neogen Corporation

(Exact name of registrant as specified in its charter)


Michigan		38-2367843
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

620 Lesher Place

Lansing, Michigan 48912

(Address of principal executive offices, including zip code)

(517)

372-9200

(Registrant’s telephone number, including area code)

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


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.16 par value per share	NEOG	NASDAQ Global Select Market

N/A

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.~~YES~~

Yes ☒ NONo ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ~~YES~~Yes ☒ NONo ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller Reporting Company	☐

		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the ~~Exchange~~ Act)~~: YES~~. Yes ☐ NONo ☒

As of ~~February 28,~~August 31, 2021, there were ~~53,511,262~~107,493,015 shares of Common Stock outstanding.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Interim Consolidated Financial Statements

Neogen Corporation and Subsidiaries

Consolidated Balance Sheets (unaudited)

(in thousands, except share and

per share amounts)


	February 28,			May 31,
	2021			2020			August 31,			May 31,
	Unaudited						2021			2021
Assets
Current Assets
Cash and cash equivalents	$	73,482		$	66,269		$	71,283		$	75,602
Marketable securities		279,865			277,404			329,597			305,485
Accounts receivable, net of allowance of $1,400 and $1,350 at February 28, 2021 and May 31, 2020, respectively		87,241			84,681
Accounts receivable, less allowance of $1,500 and $1,400 at August 31, 2021 and May 31, 2021, respectively								87,291			91,823
Inventories		99,267			95,053			102,109			100,701
Prepaid expenses and other current assets		15,449			13,999			18,844			17,840

Total Current Assets		555,304			537,406			609,124			591,451
Net Property and Equipment		97,981			78,671			99,515			100,453
Other Assets
Right of use assets		1,269			1,952			2,407			2,477
Goodwill		133,029			110,340			130,012			131,476
Other non-amortizable intangible assets		15,441			15,217			15,496			15,545
Amortizable intangible and other assets, net of accumulated amortization of $50,998 and $44,690 at February 28, 2021 and May 31, 2020, respectively		77,192			53,596
Amortizable intangible and other assets, net of accumulated amortization of $49,086 and $53,462 at August 31, 2021 and May 31, 2021, respectively								73,534			76,771
Other non-current assets								2,018			2,019

Total Assets	$	880,216		$	797,182		$	932,106		$	920,192

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	23,257		$	25,650		$	22,414		$	23,900
Accrued compensation		7,928			7,735			6,989			11,251
Income taxes		0			1,456			4,523			1,848
Other accruals		14,757			13,648			16,836			16,600

Total Current Liabilities		45,942			48,489			50,762			53,599
Deferred Income Taxes		21,276			18,125			21,827			21,917
Other Non-Current Liabilities		5,315			5,391			4,154			4,299

Total Liabilities		72,533			72,005			76,743			79,815
Commitments and Contingencies (note 11)		0			0

Commitments and Contingencies (note 10)								0			0
Equity
Preferred stock, $1.00 par value, 100,000 shares authorized, 0ne issued and outstanding		0			0			0			0
Common stock, $0.16 par value, 120,000,000 shares authorized, 53,511,262 and 52,945,841 shares issued and outstanding at February 28, 2021 and May 31, 2020, respectively		8,562			8,471
Common stock, $0.16 par value, 120,000,000 shares authorized, 107,493,015 and 107,468,304 shares issued and outstanding at August 31, 2021 and May 31, 2021, respectively								17,199			17,195
Additional paid-in capital		290,118			257,693			297,687			294,953
Accumulated other comprehensive loss		(14,841	)		(19,709	)		(16,204	)		(11,375	)
Retained earnings		523,844			478,722			556,681			539,604

Total Stockholders’ Equity		807,683			725,177			855,363			840,377

Total Liabilities and Stockholders’ Equity	$	880,216		$	797,182		$	932,106		$	920,192

See notes to interim consolidated financial statements.

Table of Contents

Neogen Corporation and Subsidiaries

Consolidated Statements of

Equity (unaudited)

(in thousands)

Accumulated


Additional

Other


Common Stock

Paid-in

Comprehensive

Retained


Shares

Amount

Capital

Income (Loss)

Earnings

Total

Balance at June 1, 2020


52,946


$
8,471


$
257,693


$
(19,709
)

$
478,722


$
725,177

Exercise of options and share-based compensation plan
   86    14    5,825    —   —      5,839
Issuance of shares under employee stock purchase plan
   9    2    666    —   —      668
Net income for the three months ended August 31, 2020
   —      —      —      —   15,860    15,860
Other comprehensive income for the three months ended August 31, 2020
   —      —      —      4,002 —      4,002

Balance at August 31, 2020


53,041


$
8,487


$
264,184


$
(15,707
)

$
494,582


$
751,546

Exercise of options and share-based compensation plan
   203    32    9,311    —   —      9,343
Net income for the three months ended November 30, 2020
   —      —      —      —   15,885    15,885
Other comprehensive income for the three months ended November 30, 2020
   —      —      —      621 —      621

Balance at November 30, 2020


53,244


$
8,519


$
273,495


$
(15,086
)

$
510,467


$
777,395

Exercise of options and share-based compensation plan
   193    31    10,999    0   0      11,030
Issuance of shares under employee stock purchase plan
   10    2    718    0   0      720
Issuance of shares for Megazyme acquisition
   64    10    4,906    —   —      4,916
Net income for the three months ended February 28, 2021
   —      0      0      0   13,377    13,377
Other comprehensive income for the three months ended February 28, 2021
   —      0      0      245 0      245

Balance at February 28, 2021


53,511


$
8,562


$
290,118


$
(14,841
)

$
523,844


$
807,683


							Accumulated
					Additional		Other
	Common Stock				Paid-in		Comprehensive			Retained
	Shares		Amount		Capital		(Loss)			Earnings		Total
Balance, June 1, 2021		107,468	$	17,195	$	294,953	$	(11,375	)	$	539,604	$	840,377
Exercise of options and share-based compensation expense		6		1		1,838		—			—		1,839
Issuance of shares under employee stock purchase plan		19		3		896		—			—		899
Net income for the three months ended August 31, 2021		—		—		—		—			17,077		17,077
Other comprehensive loss for the three months ended August 31, 2021		—		—		—		(4,829	)		—		(4,829	)

Balance, August 31, 2021		107,493	$	17,199	$	297,687	$	(16,204	)	$	556,681	$	855,363

Accumulated


Additional

Other


Common Stock

Paid-in

Comprehensive

Retained


Shares

Amount

Capital

Income (Loss)

Earnings

Total

Balance at June 1, 2019


52,217


$
8,355


$
221,937


$
(11,640
)

$
419,247


$
637,899

Exercise of options and share-based compensation plan
   196    30    9,683    —   —      9,713
Issuance of shares under employee stock purchase plan
   10    2    536    —   —      538
Net income for the three months ended August 31, 2019
   —      —      —      —   14,652    14,652
Other comprehensive loss for the three months ended August 31, 2019
   —      —      —      (2,496 ) —      (2,496 )

Balance at August 31, 2019


52,423


$
8,387


$
232,156


$
(14,136
)

$
433,899


$
660,306

Exercise of options and share-based compensation plan
   288    47    12,070    —   —      12,117
Net income for the three months ended November 30, 2019
   —      —      —      —   16,276    16,276
Other comprehensive income for the three months ended November 30, 2019
   —      —      —      2,218 —      2,218

Balance at November 30, 2019


52,711


$
8,434


$
244,226


$
(11,918
)

$
450,175


$
690,917

Exercise of options and share-based compensation plan
   188    31    9,705    —   —      9,736
Issuance of shares under employee stock purchase plan
   12    1    606    —   —      607
Net income for the three months ended February 29, 2020
   —      —      —      —   12,200    12,200
Other comprehensive loss for the three months ended February 29, 2020
   —      —      —      (1,589 ) —      (1,589 )

Balance at February 29, 2020


52,911


$
8,466


$
254,537


$
(13,507
)

$
462,375


$
711,871


							Accumulated
					Additional		Other
	Common Stock				Paid-in		Comprehensive			Retained
	Shares		Amount		Capital		Income (Loss)			Earnings		Total
Balance, June 1, 2020		105,892	$	16,943	$	249,221	$	(19,709	)	$	478,722	$	725,177
Exercise of options and share-based compensation expense		172		28		5,811		—			—		5,839
Issuance of shares under employee stock purchase plan		18		3		665		—			—		668
Net income for the three months ended August 31, 2020		—		—		—		—			15,860		15,860
Other comprehensive income for the three months ended August 31, 2020		—		—		—		4,002			—		4,002

Balance, August 31, 2020		106,082	$	16,974	$	255,697	$	(15,707	)	$	494,582	$	751,546

See notes to interim consolidated financial statements.

Table of Contents

NEOGEN CORPORATION AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. ACCOUNTING POLICIES

BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying unaudited consolidated financial statements include the accounts of Neogen Corporation (“Neogen” or the “Company”) and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim financial information and with the instructions to Form

10-Q

and Article 10 of Regulation

S-X.

Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included in the accompanying unaudited consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the ~~three and nine month periods~~three-month period ended ~~February 28,~~August 31, 2021 are not necessarily indicative of the results to be expected for the fiscal year ending May 31, ~~2021.~~2022. For more complete financial information, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form

10-K

for the fiscal year ended May 31, ~~2020.~~2021.

Our functional currency is the U.S. dollar. We translate our

non-U.S.

operations’ assets and liabilities denominated in foreign currencies into U.S. dollars at current rates of exchange as of the balance sheet date and income and expense items at the average exchange rate for the reporting period. Translation adjustments resulting from exchange rate fluctuations are recorded in other comprehensive income (loss). Gains or losses from foreign currency transactions are included in other income (expense) on our consolidated statement of income.

Share and per share amounts reflect the June 4, 2021

2-for-1

stock split as if it took place at the beginning of the periods presented.

Recently Adopted Accounting Standards

~~Financial Instruments - Credit Losses~~Income Tax Simplification

On June 1, ~~2020,~~2021, the Company adopted ASU ~~No.~~740 Update

~~2016-13—Measurement~~2019-12,

Income Taxes (Topic 740). This guidance provides amendments to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of ~~Credit Losses on Financial Instruments, which changes how the Company measures credit losses on most financial instruments measured at amortized cost~~ and ~~certain~~simplify GAAP for other ~~instruments, such as loans, receivables~~areas of Topic 740 by clarifying and

~~held-to-maturity~~

debt securities. Rather than generally recognizing credit losses when it is probable that the loss has been incurred, the revised guidance requires the Company to recognize an allowance for credit losses for the difference between the amortized cost basis of a financial instrument and the amount of amortized cost that the Company expects to collect over the instrument’s contractual life. amending existing guidance. The adoption of this guidance did not have a material impact on our consolidated financial ~~statements due to the Company’s short-term contractual life of receivables and minimal expected losses.~~statements.

~~Fair Value Measurements~~Recent Accounting Pronouncements Not Yet Adopted

~~On June 1,~~

Reference Rate Reform

In March 2020, the ~~Company adopted ASU~~FASB issued Update

~~2018-13,~~2020-04,

~~Fair Value Measurement~~Reference Rate Reform (Topic ~~820)~~848): ~~Disclosure Framework-Changes~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides temporary optional expedients to applying the ~~Disclosure Requirements~~reference rate reform guidance to contracts that reference LIBOR or another reference rate expected to be discontinued. Under this update, contract modifications resulting in a new reference rate may be accounted for ~~Fair Value Measurement, which modifies~~as a continuation of the ~~disclosure requirements~~existing contract. This guidance is effective upon issuance of ~~fair value measurements. The adoption of~~the update and applies to contract modifications made through December 31, 2022. We will adopt this ~~guidance did not~~standard when LIBOR is discontinued and our lender begins using the new reference rate. We are evaluating the impact the new standard will have ~~an impact~~ on our consolidated financial ~~statements.~~

~~Cloud Computing Implementation Cost~~

~~On June 1, 2020, the Company adopted ASU~~

~~2018-15,~~

~~Intangible-Goodwill~~statements and ~~Other~~

~~Internal-Use~~

~~Software (Subtopic~~

~~350-40):~~

~~Customer’s Accounting for Implementation Cost Incurred in~~related disclosures, but do not anticipate a Cloud Computing Arrangement That Is a Service Contract, which clarifies the accounting for implementation costs in cloud computing arrangements. The adoption of this guidance did not have an impact on our consolidated financial statements.material impact.

~~Table of Contents~~

Comprehensive Income

Comprehensive income represents net income and any revenues, expenses, gains and losses that, under U.S. generally accepted

accounting principles, are excluded from net income and recognized directly as a component of equity. Accumulated other

comprehensive income (loss) consists of foreign currency translation adjustments and unrealized gains orand losses on our marketable securities.

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Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments other than cash equivalents and marketable securities, which include accounts receivable and accounts payable, approximate fair value based on either their short maturity or current terms for similar instruments.

Fair value measurements are determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants exclusive of any transaction costs. The Company utilizes a fair value hierarchy based upon the observability of inputs used in valuation techniques as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its ~~own~~ownassumptions.

~~assumptions.~~

Leases

We lease various manufacturing, laboratory, warehousing and distribution facilities, administrative and sales offices, equipment and vehicles under operating leases. We evaluate our contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease. Currently, all our leases are classified as operating leases. Topic 842 requires the Company to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a

right-of-use

asset representing its right to use the underlying asset for the lease term.

Right-of-use

assets are recorded in other assets on our consolidated balance sheets. Current and

non-current

lease liabilities are recorded in other accruals within current liabilities and other

non-current

liabilities, respectively, on our consolidated balance sheets. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease. The

right-of-use

assets were $2,407,000 and $2,477,000 at August 31, 2021 and May 31, 2021, respectively. The total current and

non-current

lease liabilities were $2,408,000 and $2,492,000 at August 31, 2021 and May 31, 2021, respectively.

ESTIMATES AND ASSUMPTIONS

The preparation of these financial statements requires that management make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates the estimates, including, but not limited to, variable consideration related to revenue recognition, allowances for doubtful accounts, the market value of, and demand for, inventories, stock-based compensation, provision for income taxes and related balance sheet accounts, accruals, goodwill and other intangible assets. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Accounts Receivable Allowance

Management attempts to minimize credit risk by reviewing customers’ credit history before extending credit and by monitoring credit exposure on a regular basis. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends, current economic conditions and other information. Collateral or other security is generally not required for accounts receivable. Once a receivable balance has been determined to be uncollectible, generally after all collection efforts have been exhausted, that amount is charged against the allowance for doubtful accounts.

Inventory

The reserve for obsolete and slow-moving inventory is reviewed at least quarterly based on an analysis of the inventory, considering the current condition of the asset as well as other known facts and future plans. The reserve required to record inventory at lower of cost or net realizable value is adjusted as conditions change. Product obsolescence may be caused by shelf-life expiration, discontinuance of a product line, replacement products in the marketplace or other competitive situations.

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Long-Lived Assets

Management reviews the carrying values of its long-lived assets to be held and used, including definite-lived intangible assets, for

possible impairment whenever events or changes in business conditions warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated separately identifiable undiscounted cash flows over the remaining useful life of the asset indicate that the carrying amount of the asset may not be recoverable. In such an event, fair value is determined using discounted cash flows and, if lower than the carrying value, impairment is recognized through a charge to operations.

Equity Compensation Plans

Share options awarded to employees, restricted stock units (RSUs) and shares of stock awarded to employees under certain stock purchase plans are recognized as compensation expense based on their fair value at grant date. The fair market value of options granted under the Company stock option plans was estimated on the date of grant using the Black-Scholes option-pricing model with assumptions for inputs such as interest rates, expected dividends, an estimate of award forfeitures, volatility measures and specific employee exercise behavior patterns based on statistical data. Some of the inputs used are not market-observable and have to be estimated or derived from available data. Use of different estimates would produce different option values, which in turn would result in higher or lower compensation expense recognized. For RSUs, we use the intrinsic value method to value the units.

To value other equity awards, several recognized valuation models exist; none of these models can be singled out as being the best or most correct. The model applied by us can handle most of the specific features included in the options granted, which are the reason for their use. If different models were used, the option values could differ despite using the same inputs. Accordingly, using different assumptions coupled with using a different valuation model could have a significant impact on the fair value of employee stock options. Fair value could be either higher or lower than the number provided by the model applied and the inputs used. Further information on our equity compensation plans, including inputs used to determine the fair value of options, is disclosed in Note 8.

Income Taxes

We account for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are

determined based on differences between the financial reporting and tax bases of assets and liabilities and for tax credit carryforwards and are measured using the enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred income tax expense represents the change in net deferred income tax assets and liabilities during the year.

2. CASH AND MARKETABLE SECURITIES

Cash and Cash Equivalents

Cash and cash equivalents consist of bank demand accounts, savings deposits, certificates of deposit and commercial paper with original maturities of 90 days or less. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has not experienced losses related to these balances and believes it is not exposed to significant credit risk regarding its cash and cash equivalents. Cash and cash equivalents were ~~$73,482,000~~$71,283,000 and ~~$66,269,000~~$75,602,000 at ~~February 28,~~August 31, 2021 and May 31, ~~2020,~~2021, respectively. The carrying value of these assets approximates fair value due to the short maturity of these instruments and is classified as Level 1 in the fair value hierarchy.

Marketable Securities

The Company has marketable securities held by banks or broker-dealers at ~~February 28,~~August 31, 2021. Changes in market value are monitored and recorded on a monthly basis; in the event of a downgrade in credit quality subsequent to purchase, the marketable ~~securities~~security investment is evaluated to determine the appropriate action to take to minimize the overall risk to our marketable ~~securities~~security portfolio.

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These securities are classified as available for sale. The primary objective of management’s short-term investment activity is to preserve capital for the purpose of funding current operations, capital expenditures and business acquisitions; short-term investments are not entered into for trading or speculative purposes. These securities are recorded at fair value based on recent trades or pricing models and therefore meet the Level 2 criteria. Interest income on these investments is recorded within other income on the income statement. Adjustments in the fair value of these assets are recorded in other comprehensive income.

~~Table of Contents~~

Marketable Securities as of ~~February 28,~~August 31, 2021 and May 31, ~~2020~~2021 are listed below by classification and remaining maturities.


(in thousands)	Maturity	February 28, 2021		May 31, 2020		Maturity	August 31, 2021		May 31, 2021
US Treasuries	0 - 90 days	$	0	$	0
	91 - 180 days		0		0
	181 days - 1 year		0		2,532
	1 - 2 years		0		0
Commercial Paper & Corporate Bonds	0 - 90 days		158,183		133,130	0 - 90 days		82,115		106,631
	91 - 180 days		81,850		73,824	91 - 180 days		78,299		78,727
	181 days - 1 year		30,189		43,231	181 days - 1 year		90,026		87,590
	1 - 2 years		1,310		7,839	1 - 2 years		76,647		26,752
Certificates of Deposit	0 - 90 days		1,253		1,003	0 - 90 days		1,253		3,262
	91 - 180 days		3,550		5,184	91 - 180 days		1,006		1,260
	181 days -1 year		3,277		6,069	181 days - 1 year		251		1,263
	1 - 2 years		253		4,592	1 - 2 years		0—		0—

Total Marketable Securities		$	279,865	$	277,404		$	329,597	$	305,485

The components of marketable securities at ~~February 28,~~August 31, 2021 are as follows:


(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
US Treasuries	$	0	$	0	$	0		$	0
Commercial Paper & Corporate Bonds		271,600		185		(253	)		271,532	$	327,157	$	53	$	(123	)	$	327,087
Certificates of Deposit		8,284		49		0			8,333		2,503		7		0—			2,510

Total Marketable Securities	$	279,884	$	234	$	(253	)	$	279,865	$	329,660	$	60	$	(123	)	$	329,597

The components of marketable securities at May 31, ~~2020~~2021 are as follows:


(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
US Treasuries	$	2,502	$	30	$	—		$	2,532
Commercial Paper & Corporate Bonds		257,700		347		(23	)		258,024	$	299,524	$	209	$	(33	)	$	299,700
Certificates of Deposit		16,648		200		—			16,848		5,755		30		0—			5,785

Total Marketable Securities	$	276,850	$	577	$	(23	)	$	277,404	$	305,279	$	239	$	(33	)	$	305,485

Table of Contents


(in thousands)	August 31, 2021		May 31, 2021
Raw materials	$	50,244	$	47,588
Work-in-process		6,704		6,412
Finished and purchased goods		45,161		46,701

	$	102,109	$	100,701

4. ~~LEASES~~

We lease various manufacturing, laboratory, warehousing and distribution facilities, administrative and sales offices, equipment and vehicles under operating leases. We evaluate our contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease. Currently, all of our leases are classified as operating leases. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term. Our lease terms may include options to extend when it is reasonably certain that we will exercise that option.

~~Topic ASC 842 requires the Company to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a~~

~~right-of-use~~

~~asset representing its right to use the underlying asset for the lease term.~~

~~Right-of-use~~

~~assets are recorded in other assets on our consolidated balance sheets. Current and~~

~~non-current~~

~~lease liabilities are recorded in other accruals within current liabilities and other~~

~~non-current~~

~~liabilities, respectively, on our consolidated balance sheets. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease.~~

~~We have made certain assumptions and judgments when applying ASC 842, the most significant of which are:~~

We elected the package of practical expedients available for transition that allow us to not reassess whether expired or existing contracts contain leases under the new definition of a lease, lease classification for expired or existing leases and whether previously capitalized initial direct costs would qualify for capitalization under ASC 842.

~~We did not elect to use hindsight when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset.~~

~~For all asset classes, we elected to not recognize a~~

~~right-of-use~~

~~asset and lease liability for short-term leases (i.e. leases with a term of 12 months or less).~~

~~For all asset classes, we elected to not separate~~

~~non-lease~~

~~components from lease components to which they relate and have accounted for the combined lease and~~

~~non-lease~~

~~components as a single lease component.~~

The determination of the discount rate used in a lease is our incremental borrowing rate that is based on what we would normally pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments.

~~Supplemental balance sheet information related to operating leases was as follows:~~

(in thousands)

February 28,
2021

May 31,
2020

Right of use - assets
   $ 1,269    $ 1,952
Lease liabilities - current
   131    1,054
Lease liabilities -
non-current
   1,089    913

~~The weighted average remaining lease term and weighted average discount rate were as follows:~~

February 28,
2021

May 31,
2020

Weighted average remaining lease term
   2.4 years 2.5 years
Weighted average discount rate
   3.0 % 3.2 %

~~Table of Contents~~

~~Operating lease expenses are classified as cost of revenues or operating expenses on the consolidated statements of income. The components of lease expense were as follows:~~

Three Months Ended February 28/29,

Nine Months Ended February 28/29,

(in thousands)

2021

2020

2021

2020

Operating leases
   $ 372    $ 316    $ 1,017    $ 889
Short term leases
   17    25    76    106

Total lease expense
   $ 389    $ 341    $ 1,093    $ 995

Cash paid for amounts included in the measurement of lease liabilities for operating leases included in cash flows from operations on the statement of cash flows were approximately $946,000 and $868,000 for the nine months ended February 28, 2021 and February 29, 2020, respectively. There were no

~~non-cash~~

~~additions to~~

~~right-of-use~~

~~assets obtained from new operating lease liabilities for the nine months ended February 28, 2021.~~

~~Undiscounted minimum lease payments as of February 28, 2021 were as follows:~~

Amount

Years ending May 31, 2021 (1)
   $ 133
2022
   601
2023
   347
2024
   176
2025
   47
2026 and thereafter
   0

Total lease payments
   1,304
Less: imputed interest
   84

Total lease liabilities
   $ 1,220

~~(1)~~

~~Excluding the nine months ended February 28, 2021.~~

5. REVENUE RECOGNITION

~~The Company determines~~We determine the amount of revenue to be recognized through application of the following steps:

Identification of the contract with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract; and

Recognition of revenue when, or as, the Company satisfies the performance obligations.

Essentially all of Neogen’s revenue is generated through contracts with its customers. A performance obligation is a promise in a contract to transfer a product or service to a customer. We generally ~~recognized~~recognize revenue at a point in time when all of our performance obligations under the terms of a contract are satisfied. Revenue is recognized upon transfer of control of promised products and services in an amount that reflects the consideration we expect to receive in exchange for those products or services. The collectability of consideration on the contract is reasonably assured before revenue is recognized. To the extent that customer payment has been received before all recognition criteria are met, these revenues are initially deferred in other accruals on the balance sheet and the revenue is recognized in the period that all recognition criteria have been met.

~~Table of Contents~~

Certain agreements with customers include discounts or rebates on the sale of products and services applied retrospectively, such as volume rebates achieved by purchasing a specified purchase threshold of goods and services. We account for these discounts as variable consideration and estimate the likelihood of a customer meeting the threshold in order to determine the transaction price using the most predictive approach. We typically use the most-likely-amount method, for incentives that are offered to individual customers, and the expected-value method, for programs that are offered to a broad group of customers. Variable consideration reduces the amount of revenue that is recognized. Rebate obligations related to customer incentive programs are recorded in accrued liabilities; the rebate estimates are adjusted at the end of each applicable measurement period based on information currently available.

The performance obligations in Neogen’s contracts are generally satisfied well within one year of contract inception. In such cases, management has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component. Management has elected to utilize the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred because the amortization period for the prepaid costs that would otherwise have been deferred and amortized is one year or less. We account for shipping and handling for products as a fulfillment activity when goods are shipped. Shipping and handling costs that are charged to and reimbursed by the customer are recognized as revenues, while the related expenses incurred by Neogen are recorded in sales and marketing expense. Revenue is recognized net of any tax collected from customers; the taxes are subsequently remitted to governmental authorities. Our terms and conditions of sale generally do not provide for returns of product or reperformance of service except in the case of quality or warranty issues. These situations are infrequent; due to immateriality of the amount, warranty claims are recorded in the period incurred.

The Company derives revenue from two primary sources—product revenue and service revenue.

Product revenue consists of shipments of:

Diagnostic test kits, ~~dehydrated~~ culture media and related products used by food producers and processors to detect harmful natural toxins, foodborne bacteria, allergens and levels of general sanitation;

Consumable products marketed to veterinarians, retailers, livestock producers and animal health product distributors; and

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Rodenticides, disinfectants and insecticides to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities.

Revenues for our products are recognized and invoiced when the product is shipped to the customer.

Service revenue consists primarily of:

Genomic identification and related interpretive bioinformatic services; and

Other commercial laboratory services.

Revenues for Neogen’s genomics and commercial laboratory services are recognized and invoiced when the applicable laboratory service is performed and the results are conveyed to the customer.

Payment terms for products and services are generally

30 to 60 days.

~~Table of Contents~~

The following table presents disaggregated revenue by major product and service categories for the three ~~and nine~~ month periods ended ~~February 28,~~August 31, 2021 and ~~February 29,~~ 2020:


	Three Months ended February 28/29,				Nine Months ended February 28/29,				Three Months ended August 31,
(in thousands)	2021		2020		2021		2020		2021		2020
Food Safety
Natural Toxins, Allergens & Drug Residues	$	18,255	$	17,154	$	57,271	$	57,950	$	20,408	$	19,015
Bacterial & General Sanitation		10,333		9,413		31,499		31,345		11,165		9,931
Culture Media & Other		14,888		11,222		39,577		35,259		18,046		12,171
Rodenticides, Insecticides & Disinfectants		9,644		7,964		27,230		20,859		7,649		8,830
Genomics Services		5,304		4,745		14,566		12,961		5,454		4,238

	$	58,424	$	50,498	$	170,143	$	158,374	$	62,722	$	54,185
Animal Safety
Life Sciences	$	1,399	$	1,376	$	4,122	$	4,901	$	1,363	$	1,325
Veterinary Instruments & Disposables		12,494		10,799		34,843		32,621		15,337		10,375
Animal Care & Other		8,873		6,667		25,902		20,859		9,219		7,658
Rodenticides, Insecticides & Disinfectants		18,085		14,558		56,470		47,462		22,149		19,914
Genomics Services		17,434		15,971		49,554		44,879		17,515		15,868

	$	58,285	$	49,371	$	170,891	$	150,722	$	65,583	$	55,140

Total Revenues	$	116,709	$	99,869	$	341,034	$	309,096	$	128,305	$	109,325

6.5. NET INCOME PER SHARE

The calculation of net income per share follows:


									Three Months Ended
	Three Months Ended February 28/29,				Nine Months Ended February 28/29,				August 31,
(in thousands, except per share amounts)	2021		2020		2021		2020		2021		2020
Numerator for basic and diluted net income per share:
Net income attributable to Neogen	$	13,377	$	12,200	$	45,122	$	43,128
Net income									$	17,077	$	15,860
Denominator for basic net income per share:
Weighted average shares		53,413		52,795		53,132		52,463		107,490		105,984
Effect of dilutive stock options and RSUs		282		253		252		320
Effect of dilutive stock options										619		586

Denominator for diluted net income per share		53,695		53,048		53,384		52,783		108,109		106,570
Net income attributable to Neogen per share:
Net income per share:
Basic	$	0.25	$	0.23	$	0.85	$	0.82	$	0.16	$	0.15

Diluted	$	0.25	$	0.23	$	0.85	$	0.82	$	0.16	$	0.15

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7.6. SEGMENT INFORMATION AND GEOGRAPHIC DATA

We have 2

reportable segments: Food Safety and Animal Safety. The Food Safety segment is primarily engaged in the development, production and marketing of diagnostic test kits, culture media and related products used by food producers and processors to detect harmful natural toxins, foodborne bacteria, allergens and levels of general sanitation. The Animal Safety segment is primarily engaged in the development, production and marketing of products dedicated to animal safety, including a complete line of consumable products marketed to veterinarians and animal health product distributors; this segment also provides genomic identification and related interpretive bioinformatic services. Additionally, the Animal Safety segment produces and markets rodenticides, disinfectants and insecticides to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities.

Our international operations in the United Kingdom, Mexico, Brazil, China and India originally focused on the Company’s food safety products, and each of these units reports through the Food Safety segment. In recent years, these operations have expanded to offer our complete line of products and services, including those usually associated with the Animal Safety segment such as cleaners, disinfectants, rodenticides, insecticides, veterinary instruments and genomics services. These additional products and services are managed and directed by existing management and are reported through the Food Safety segment.

Neogen’s operation in Australia originally focused on providing genomics services and sales of animal safety products and reports through the Animal Safety segment. With the acquisition of Cell BioSciences onin February ~~28,~~ 2020, this operation has expanded to offer our complete line of products and services, including those usually associated with the Food Safety segment. These additional products are managed and directed by existing management at Neogen Australasia and report through the Animal Safety segment.

The accounting policies of each of the segments are the same as those described in Note 1.

Segment information follows:


														Corporate and
										Food		Animal		Eliminations
(in thousands)	Food Safety		Animal Safety		Corporate and Eliminations (1)			Total		Safety		Safety		(1)			Total
As of and for the three months ended February 28, 2021
As of and for the three months ended August 31, 2021
Product revenues to external customers	$	51,965	$	40,851	$	0		$	92,816	$	55,945	$	48,068	$	—		$	104,013
Service revenues to external customers		6,459		17,434		0			23,893		6,777		17,515		—			24,292

Total revenues to external customers		58,424		58,285		0			116,709		62,722		65,583		—			128,305
Operating income (loss)		7,911		11,657		(3,794	)		15,774		10,131		12,762		(1,148	)		21,745
Total assets		287,690		239,179		353,347			880,216		291,018		240,208		400,880			932,106
As of and for the three months ended February 29, 2020
As of and for the three months ended August 31, 2020
Product revenues to external customers	$	44,450	$	33,286	$	—		$	77,736	$	48,663	$	39,272	$	—		$	87,935
Service revenues to external customers		6,048		16,085		—			22,133		5,522		15,868		—			21,390

Total revenues to external customers		50,498		49,371		—			99,869		54,185		55,140		—			109,325
Operating income (loss)		5,881		8,492		(1,330	)		13,043		7,963		12,165		(1,233	)		18,895
Total assets		226,077		219,501		327,923			773,501		225,716		228,390		367,486			821,592

(1)	Includes corporate assets, consisting principally of cash and cash equivalents, marketable securities, current and deferred tax accounts and overhead expenses not allocated to specific business segments. Also includes the elimination of intersegment transactions.

~~Table of Contents~~

(in thousands)

Food
Safety

Animal
Safety

Corporate and
Eliminations
(1)

Total

As of and for the nine months ended February 28, 2021

Product revenues to external customers
   $ 151,951    $ 121,337    $ 0      $ 273,288
Service revenues to external customers
   18,192    49,554    0      67,746

Total revenues to external customers
   170,143    170,891    0      341,034
Operating income (loss)
   24,834    36,068    (6,988 )    53,914
As of and for the nine months ended February 29, 2020

Product revenues to external customers
   $ 141,516    $ 105,555    $ —      $ 247,071
Service revenues to external customers
   16,858    45,167    —      62,025

Total revenues to external customers
   158,374    150,722    —      309,096
Operating income (loss)
   24,571    26,521    (3,513 )    47,579

~~(1)~~

~~Includes elimination of intersegment transactions.~~

The following table presents the Company’s revenue disaggregated by geographic location:


	Three months ended February 28/29,				Nine months ended February 28/29,				Three months ended August 31,
(in thousands)	2021		2020		2021		2020		2021		2020
Domestic	$	70,387	$	59,762	$	207,544	$	186,887	$	77,779	$	67,324
International		46,322		40,107		133,490		122,209		50,526		42,001

Total revenue		116,709		99,869		341,034		309,096		128,305		109,325

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8.7. EQUITY COMPENSATION PLANS

Incentive and

non-qualified

options to purchase shares of common stock have been granted to directors, officers and employees of Neogen under the terms of the Company’s stock option plans. These options are granted at an exercise price of not less than the fair market value of the stock on the date of grant. Options vest ratably overthree and five year periods and the contractual terms are generally five or ten years. A summary of stock option activity during the ~~nine~~three months ended ~~February 28,~~August 31, 2021 follows:~~~~


									Weighted-
									Average
(Options in thousands)	Shares			Weighted- Average Exercise Price		Options			Exercise Price
Options outstanding June 1, 2020		2,162		$	55.96
Options outstanding June 1, 2021							2,957		$	30.38
Granted		261			68.47		0			0
Exercised		(491	)		44.91		(5	)		27.71
Forfeited		(179	)		57.58		(11	)		30.79

Options outstanding February 28, 2021		1,753		$	58.41
Options outstanding August 31, 2021							2,941		$	30.38

During the three-month periods ended August 31, 2021 and 2020, the Company recorded $1,690,000 and $1,681,000, respectively, of compensation expense related to its share-based awards.

The weighted-average fair value per share of stock options granted during ~~the first nine months of~~ fiscal ~~years~~year 2021, ~~and 2020,~~ estimated on the date of grant using the Black-Scholes option pricing model, was ~~$15.41 and $15.56, respectively.~~

$7.71. The fair value of stock options granted was estimated using the following weighted-average assumptions.~~~~ NaN options were granted in the first quarter of fiscal year 2022.


	~~FY2021~~FY 2021
Risk-free interest rate		0.2	%
Expected dividend yield		0.0	%
Expected stock price volatility		31.3	%
Expected option life		3.25 years

The Company granted ~~59,125~~118,250 restricted stock units (RSUs) to directors, officers and employees under the terms of the 2018 Omnibus Incentive Plan in ~~October 2020,~~fiscal year 2021, which vest ratably over three and

five year periods. NaN RSUs were gra

SUn

sted in the first quarter of fiscal year 2022. RSUs have a weighted average value of ~~$68.43~~$34.21 per share and will be expensed

on a

straight-line

basis

over the remaining weighted-average period of ~~4.49~~4.0 years. On ~~February 28,~~August 31, 2021 there was ~~$3,144,000~~$2,908,000 in unamortized compensation cost related to

non-vested

RSUs.

During the three and nine month periods ended February 28, 2021 and February 29, 2020, the Company recorded $1,581,000 and $1,640,000 and $4,773,000 and $4,795,000, respectively, of compensation expense related to its share-based awards.

The Company offers eligible employees the option to purchase common stock at a 5% discount to the lower of the market value of the stock at the beginning or end of each participation period under the terms of the 2011 Employee Stock Purchase Plan; the discount is recorded in general and administrative expense. Total individual purchases in any year are limited to 10% of compensation.

9.8. BUSINESS ~~AND PRODUCT LINE ACQUISITIONS~~COMBINATIONS

The Consolidated Statements of Income reflect the results of operations for business acquisitions since the respective dates of purchase. All are accounted for using the acquisition method. Goodwill recognized in the acquisitions discussed below relates primarily to enhancing the Company’s strategic platform for the expansion of available product offerings.

On January 1, 2020, the Company acquired all of the stock of Productos Quimicos Magiar, a distributor of Neogen’s Food Safety products for the past 20 years, located in Argentina. This acquisition gives Neogen a direct sales presence in Argentina. Consideration for the purchase was $3,776,000 in net cash, with $3,237,000 paid at closing and $540,000 payable to the former owner on January 1, 2022, and up to $979,000 of contingent consideration, payable in one year, based upon an excess net sales formula. The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $603,000, inventory of $446,000, machinery and equipment of $36,000, other current assets of $221,000, accounts payable of $383,000, other current liabilities of $312,000, contingent consideration accrual of $640,000,

~~non-current~~

~~deferred tax~~

~~liabilities of $441,000, intangible assets of $1,471,000 (with an estimated life of~~

~~years) and the remainder to goodwill~~

~~(non-deductible~~

for tax purposes). These values are Level 3 fair value measurements. In February 2021, the former owner was paid $530,000 of contingent consideration based on the achievement of sales targets; the remaining $110,000 accrued

~~but not earned~~

~~was~~

~~recorded~~

as a gain in Other Income in the third quarter of fiscal 2021. This operation continues to operate from its current location in Buenos Aires, Argentina, reporting within the Food Safety segment. It is managed through Neogen’s Latin America

~~operation.~~

~~Table of Contents~~

~~On January 1, 2020, the Company acquired all of the stock of Productos Quimicos Magiar, a~~

~~distributor~~

of Neogen’s Food Safety products for the past 20 years, located in Uruguay. This acquisition gives Neogen a direct sales presence in Uruguay. Consideration for the purchase was $1,488,000 in net cash, with $1,278,000 paid at closing and $210,000 payable to the former owner on January 1, 2022, and up to $241,000 in contingent consideration, payable in one year, based upon an excess net sales formula. The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $280,000, inventory of $174,000, machinery and equipment of $16,000, other current assets of $68,000, accounts payable of $204,000, other current liabilities of $11,000, contingent consideration accrual of $159,000,

~~non-current~~

~~deferred tax liabilities of $99,000, intangible assets of $398,000 (with an estimated life of~~

~~5-10~~

~~years) and the remainder to goodwill~~

~~(non-deductible~~

for tax purposes). These values are Level 3 fair value measurements. In February 2021, the former owner was paid $158,000 of contingent consideration based on the achievement of sales targets; the remaining $1,000 accrued

~~but no~~

~~t earned~~

was recorded as a gain in Other Income in the third quarter of fiscal 2021. This operation continues to operate from its current location in Montevideo, Uruguay, reporting within the Food Safety segment. It is managed through Neogen’s Latin America operation.

~~On January 9, 2020, the Company acquired~~

~~all~~

of the stock of Diessechem Srl, a distributor of food and feed diagnostics for the past 27 years, located in Italy. This acquisition gives Neogen a direct sales presence in Italy. Consideration for the purchase was $3,455,000 in net cash. The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $780,000, inventory of $5,000, other current assets of $160,000, accounts payable of $140,000, other current liabilities of $305,000,

~~non-current~~

~~deferred tax liabilities of $294,000, intangible assets of $1,225,000 (with an estimated life of~~

~~5-10~~

~~years) and the remainder to goodwill~~

~~(non-deductible~~

for tax purposes). These values are Level 3 fair value measurements. This operation continues to operate from its current location in Milan, Italy, reporting within the Food Safety segment. It is managed through Neogen’s

~~Scotland~~

~~operation.~~

~~On January 31, 2020, the Company acquired all of the stock of Abtek Biologicals Limited, a~~

~~manufacturer~~

and supplier of culture media supplements and microbiology technologies. This acquisition enhances the Company’s culture media product line offering for the worldwide industrial microbiology markets. Consideration for the purchase was $1,401,000 in net cash, with $1,282,000 paid at closing and $119,000 payable to the former owner on January 31, 2021. The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $135,000, inventory of $207,000, machinery and equipment of $105,000, prepayments of $6,000, accounts payable of $118,000, other current liabilities of $34,000,

~~non-current~~

~~deferred tax liabilities of $92,000, intangible assets of $484,000 (with an estimated life of~~

~~5-10~~

~~years) and the remainder to goodwill~~

~~(non-deductible~~

for tax purposes). These values are Level 3 fair value measurements. The final $119,000 owed was paid to the former owner in January 2021. This manufacturing operation continues to operate from its current location in Liverpool, England, reporting within the Food Safety segment. It is managed through Neogen’s Scotland operation.

On February 28, 2020, the Company acquired the assets of Cell BioSciences, an Australian distributor of food safety and industrial microbiology products. This acquisition gives Neogen a direct sales presence across Australasia for its entire product portfolio. Consideration for the purchase was $3,768,000 in cash, with $3,596,000 paid at closing and $172,000 payable in one year. The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included inventory of $420,000, unearned revenue liability of $13,000, intangible assets of $1,338,000 (with an estimated life of 3 to 10 years) and the remainder to goodwill

~~(non-deductible~~

~~for tax purposes). These values are Level 3 fair value measurements. The final $172,000 owed was paid t~~

~~the former owner in March 2021. The business operates in Gatton, Australia, reporting within the Australian operations in the Animal Safety segment.~~

~~On March 26, 2020, the Company acquired the assets of Chile-based Magiar Chilena, a distributor of~~

~~food~~

~~animal~~

and plant diagnostics, including Neogen products. This acquisition gives Neogen a direct sales presence in Chile. Consideration for the purchase was $400,000 in cash, with $350,000 paid at closing and $50,000 payable to the former owner on March 26, 2021. The preliminary purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included inventory of $164,000, machinery and equipment of $53,000, and intangible assets of $183,000 (with an estimated life of

~~5-10~~

~~years). The business is operated from its current location in Santiago, Chile, reporting within the Food Safety segment. It is managed through Neogen’s Latin America operation.~~

~~Table of Contents~~

On July 31, 2020, the Company acquired the U.S. (including territories) rights to Elanco’s StandGuard

Pour-on

for horn fly and lice control in beef cattle, and related assets. This product line fits in well with Neogen’s existing agricultural insecticide portfolio and organizational capabilities. Consideration for the purchase was $2,351,000 in cash, all paid at closing. The ~~preliminary~~final purchase price allocation, based upon the fair value of these assets determined using the income approach, included inventory of $51,000 and intangible assets of $2,300,000 (with an estimated life of 15 years). This product line is currently being toll manufactured for the Company but is eventually expected to be manufactured at Neogen’s operation in Iowa; the sales are reported within the Animal Safety segment.

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On December 30, 2020, the Company acquired all of the stock of Megazyme, Ltd, an Ireland-based company, and its ~~wholly owned U.S. subsidiary,~~wholly-owned subsidiaries, U.S.-based Megazyme, Inc. and Ireland-based Megazyme IP. Megazyme is a manufacturer and supplier of diagnostic assay kits and enzymes to measure dietary fiber, complex carbohydrates and enzymes in food and beverages as well as animal feeds. This acquisition will allow Neogen to expand its commercial relationships across food, feed and beverage companies, and provide additional food quality diagnostic products to commercial labs and food science research institutions. Consideration for the purchase was net cash of $39.8 million paid at closing, $8.6 million of cash placed in escrow payable to the former owner in two installments in two and four years, $4.9 million of stock issued at closing, and up to $2.5 million of contingent consideration, payable in two installments over the next year, based upon an excess net sales formula. The preliminary purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of ~~$1,339,000,~~$1,376,000, inventory of ~~$5,619,000,~~$5,595,000, net property, plant and equipment of ~~$12,141,000,~~$12,599,000, prepayments of $69,000, accounts payable of $4,000, other current liabilities of ~~$2,405,000,~~$1,815,000, contingent consideration accrual of $2,458,000,

non-current

liabilities of $319,000,

non-current

deferred tax liabilities of ~~$2,389,000,~~$3,306,000, intangible assets of ~~$19,461,000~~$22,945,000 (with an estimated life of

~~5-10~~15-20

years) and the remainder to goodwill

(non-deductible

for tax purposes). These values are Level 3 fair value measurements. In February 2021, the former owner was paid $1,229,000 for the first installment of contingent consideration, based upon the achievement of sales targets. The Irish ~~company continues~~companies continue to operate from ~~its~~their current ~~location~~locations in Bray, Ireland, reporting within the Food Safety segment and isare managed through Neogen’s Scotland operation. The U.S. company’s business is managed by our Lansing-based Food Safety team.

Subsequent to the end of the quarter, on September 17, 2021, the Company acquired the stock of CAPInnoVet, Inc., a companion animal health business that provides pet medications to the veterinary market. Due to the timing of the transaction, the preliminary purchase price allocation was not complete at the time of filing. The business will be operated from our location in Lexington, KY, reporting within the Animal Safety segment.

For each acquisition listed above, the revenues and net income were not considered material and were therefore not disclosed.

~~10.~~9. LONG TERM DEBT

We have a financing agreement with a bank providing for a $15,000,000 unsecured revolving line of credit, which ~~was amended in the second quarter to extend the expiration to~~expires on November 30, 2023. There were 0

advances against the line of credit during fiscal ~~2020~~2021 and there have been none thus far in fiscal ~~2021;~~2022; there was 0

~~balance~~0balance outstanding at ~~February 28,~~August 31, 2021. Interest on any borrowings

is ~~calculated~~

at LIBOR plus 100 basis points (rate under the terms of the agreement was ~~1.12%~~1.08% at ~~February 28,~~August 31, 2021). Financial covenants include maintaining specified levels of tangible net worth, debt service coverage, and funded debt to EBITDA, each of which the Company was in compliance with at ~~February 28,~~August 31, 2021.

~~11.~~10. COMMITMENTS AND CONTINGENCIES

The Company is involved in environmental remediation and monitoring activities at its Randolph, Wisconsin manufacturing facility and accrues for related costs when such costs are determined to be probable and estimable. The Company currently utilizes a pump and treat remediation strategy, which includes semi-annual monitoring and reporting, consulting, and maintenance of monitoring wells. ~~Neogen expenses~~We expense these annual costs of remediation, which have ranged from $38,000 to $131,000 per year over the past five years. The Company’s estimated remaining liability for these costs was $916,000 at both ~~February 28,~~August 31, 2021 and May 31, ~~2020,~~2021, measured on an undiscounted basis over an estimated period of 15 ~~years; $100,000 of the liability is recorded within current liabilities and the remainder is recorded within other~~

~~non-current~~

~~liabilities on the consolidated balance sheets.~~years. In fiscal 2019, the Company performed an updated Corrective Measures Study ~~(CMS)~~ on the site, per a request from the Wisconsin Department of Natural Resources (WDNR), and is currently in discussion with the WDNR regarding potential alternative remediation strategies going forward. The Company believes that the current pump and treat strategy is appropriate for the site. However, the Company has agreed to a pilot study in which chemical reagents are injected into the ground in an attempt to reduce

on-site

contamination and is currently working with its consultant to design the system. At this time, the outcome of the ~~review in terms of approach and future costs~~pilot study is unknown, but a change in the current remediation strategy, depending on the alternative selected, could ~~require~~result in an increase in future costs and ultimately, an increase in the currently recorded liability, with an offsetting charge to operations in the period recorded. The Company has recorded $300,000 as a current liability, and the remaining $616,000 is recorded in other

non-current

liabilities in the consolidated balance sheet.

On March 6, 2020, the Company received an administrative subpoena from the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) regarding activities or transactions involving parties located in Iran. The Company subsequently conducted an internal investigation under the direction of outside legal counsel and disclosed information concerning certain genomic testing services provided to an unrelated U.S.-based party engaged in veterinary activities involving an Iranian party. The Company continues to cooperate with OFAC’s investigation and is currently examining whether certain of these activities may be eligible for OFAC General Licenses authorizing agricultural and veterinary activities.

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In addition to responding to the administrative subpoena, the Company is implementing additional compliance measures to prevent inadvertent dealings with restricted countries or parties. These measures will further enhance the Company’s international trade compliance program, which is designed to assure that the Company does not conduct business directly or indirectly with any countries or parties subject to U.S. economic sanctions and export control laws. Although it is too early to predict what action, if any, that OFAC will take, the Company does not currently have any reason to believe that OFAC’s pending investigation will have a material impact on its operations, the results of operations for any future period, or its overall financial condition. In fiscal 2020, the Company took a charge to expense and recorded a reserve of $600,000 to provide for potential fines or penalties on this matter. At this time, the Company believes that it is adequately reserved for this issue.

The Company is subject to certain

other

legal and other proceedings in the normal course of business that, in the opinion of management, should not have a material effect on its future results of operations or financial position.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains both historical financial information and forward-looking statements. Neogen does not provide forecasts of future financial performance. While management is optimistic about the Company’s long-term prospects, historical financial information may not be indicative of future financial results.

Safe Harbor and Forward-Looking Statements

Forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are made throughout this Quarterly Report on Form

10-Q.

For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be ~~forward-looking~~forward looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions are intended to identify forward-looking statements. There are a number of important factors, including competition, recruitment and dependence on key employees, impact of weather on agriculture and food production, effects of the ongoing

COVID-19

pandemic on our business, identification and integration of acquisitions, research and development risks, patent and trade secret protection, government regulation ~~widespread outbreak of an illness, including the~~

~~COVID-19~~

~~pandemic,~~ and other risks detailed from time to time in the Company’s reports on file at the Securities and Exchange Commission, that could cause Neogen Corporation’s results to differ materially from those indicated by such forward-looking statements, including those detailed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In addition, any forward-looking statements represent management’s views only as of the day this Quarterly Report on Form

10-Q

was first filed with the Securities and Exchange Commission and should not be relied upon as representing management’s views as of any subsequent date. While management may elect to update forward-looking statements at some point in the future, it specifically disclaims any obligation to do so, even if its views change.

COVID-19

As we continue to closely monitor the

COVID-19

pandemic, our top priority remains protecting the health and safety of our employees. While ~~essential~~ operations continue in our locations around the world, ~~the majority~~many of our

non-manufacturing

employees continue to work remotely and, although it is starting to increase, business travel remains ~~restricted.~~limited. Safety guidelines and procedures, including social distancing and enhanced cleaning, have been developed for

on-site

employees and these policies are regularly monitored and updated by our internal Emergency Response Team.

In the ~~third~~first quarter of fiscal ~~2021,~~2022, the

COVID-19

pandemic continued to impact our business operations and financial results. There has been a positive impact in sales of our biosecurity product lines, as the pandemic has created increased demand for these products, and sales into companion animal markets have benefitted, as remote work and stay at home orders have driven increased pet ownership. A number of our food safety diagnostic product lines have been negatively impacted due to decreased demand in many of our customers’ businesses around the world, particularly those serving restaurants, bars and other institutional food service ~~markets;~~markets. A number of our markets across the world are recovering, but the pandemic has continued to adversely impact our customers and, ultimately, our revenues. We have also experienced supply chain difficulties including vendor disruptions, border closures, shipping issues and significantly increased shipping ~~issues;~~costs; labor shortages and higher labor costs, as we have had to use staffing agencies and increase our base pay in many areas of the company to fill open positions; and restricted travel, which hinders our ability to connect with customers. During the current fiscal year, we have incurred less expense for travel, meals, trade shows and some other customer-facing marketing activities; ~~higher~~some of these activities have resumed but have not yet returned to

pre-pandemic

levels. Higher spend on shipping and ~~personal protective equipment has somewhat offset~~labor are offsetting these savings. We expect the

COVID-19

pandemic will continue to impact our business operations and financial results through

at least

the end of our current fiscal year.

2017

Executive Overview

Consolidated revenues were ~~$116.7~~$128.3 million in the ~~third~~first quarter of fiscal ~~2021,~~2022, an increase of 17% compared to ~~$99.9~~$109.3 million in the ~~third~~first quarter of fiscal 2020. Organic sales growth in the third quarter of fiscal 2021 was 13%. For the nine month period, consolidated revenues were $341.0 million, an increase of 10% compared to $309.1 million in the same period in the prior fiscal year. On a year to date basis, organic sales rose 8%increased 14%.

Food Safety segment sales were ~~$58.4~~$62.7 million in the ~~third~~first quarter of the current fiscal ~~2021,~~year, an increase of 16% compared to ~~$50.5~~$54.2 million in the same period ~~a year ago.~~of the prior year. Organic sales in this segment ~~increased 11%~~rose 10% for the comparative period, with revenues from the ~~acquisitions~~acquisition of ~~Neogen Italia (January 2020), Neogen Argentina (January 2020), Neogen Uruguay (January 2020), Abtek (January 2020), Neogen Chile (March 2020) and~~ Megazyme (December 2020) providing the remainder of the increase in revenues for the segment. For the year to date, Food Safety segment sales were $170.1 million, an increase of 7% compared to $158.4 million in the same period of the prior fiscal year; the organic sales increase was 4% for the comparative period, with the acquisitions listed above providing the additional contributions to revenue.increase.

Animal Safety segment sales were ~~$58.3~~$65.6 million in the ~~third~~first quarter of fiscal ~~2021,~~2022, an increase of ~~18%~~19% compared to ~~$49.4 million in the third~~prior year first quarter sales of ~~fiscal 2020.~~$55.1 million. Organic sales in this segment also rose 16% in the third quarter, with additional contribution from the August 2020 acquisition of the StandGuard product line. For the nine month period, Animal Safety segment sales were $170.9 million, an increase of 13% compared to $150.7 million in the same period a year ago. Year to date organic sales rose 12%, with revenues from the StandGuard acquisition contributing the difference.19%.

International sales in the ~~third~~first quarter of fiscal ~~2021~~2022 were ~~40%~~39.4% of total sales compared to ~~40%~~38.4% of total sales in the ~~third~~first quarter of fiscal ~~2020. For the year to date, fiscal 2021 international sales were 39% of total sales compared to 40% of total sales in the same period of the prior year.~~2021.

~~Our~~The effective tax rate in the ~~third~~first quarter of fiscal 2022 was ~~16.3%~~21.4% compared to ~~an effective tax rate of 14.4%~~19.9% in the prior year ~~third quarter; the fiscal 2021 year to date effective tax rate was 18.1% compared to 15.6% for the same period a year ago.~~first quarter.

Net income for the quarter ended ~~February 28,~~August 31, 2021 was ~~$13.4~~$17.1 million, or ~~$0.25~~$0.16 per diluted share, ~~compared to $12.2 million, or $0.23 per diluted share in the same period in the prior year. For the year to date, net income was $45.1 million,~~ an increase of 5%8% compared to ~~prior year to date net income of $43.1 million. Earnings~~$15.9 million, or $0.15 per ~~fully diluted share for the year to date was $0.85 compared to $0.82 per diluted~~ share, for the same period in the prior year.

Cash ~~provided~~generated from operating activities in the first ~~nine months~~quarter of fiscal ~~2021~~2022 was ~~$57.9~~$23.2 million, compared to ~~$60.3~~$25.1 million in the ~~same period~~first quarter of fiscal ~~2020.~~2021.

~~Table of Contents~~

~~International~~Neogen’s results reflect a 20% increase in international sales ~~were $46.3 million~~ in the ~~third~~first quarter of fiscal ~~2021, an increase of 15% compared to the same period a year ago; for the year to date, international sales were $133.5 million, an increase of 9%~~2022 compared to the same period in the prior year. ~~For the current quarter, strength~~Revenue changes, expressed in genomics services and biosecurity products in China and genomics services in Australia drove the increase, slightly offset by a net negative currency impact of approximately $150,000. The rate of growth in our international revenuespercentages, in the current fiscal year to date has been adversely impacted by currency devaluations in a number of the countries in which we operate and lower sales of our drug residue test kits by our largest European distributor. Revenue changes, denominated in both the U.S. dollar and as reported in the local currency, for the three and nine month periodsfirst quarter of fiscal ~~2021~~2022 compared to the same ~~respective periods~~quarter in the prior year are as follows for each of our international locations:


	Three Months Ended						Nine Months Ended						Revenue Change USD			Revenue Change Local Currency
	February 28, 2021,						February 28, 2021,
	Revenue			Revenue			Revenue			Revenue
	% Inc (Dec)			% Inc (Dec)			% Inc (Dec)			% Inc (Dec)
	USD			Local Currency			USD			Local Currency
UK Companies		9	%		4	%		13	%		9	%
U.K. Operations (including Neogen Italia)														9	%		(2	)%
Neogen Italia														228	%		217	%
Brazil Operations		(11	)%		12	%		(11	)%		17	%		(15	)%		(17	)%
Neogen Latinoamerica		7	%		14	%		6	%		17	%		16	%		4	%
Neogen Argentina														15	%		54	%
Neogen Uruguay														15	%		17	%
Neogen Chile														71	%		63	%
Neogen China		125	%		109	%		97	%		88	%		59	%		47	%
Neogen India		(6	)%		(3	)%		2	%		7	%		15	%		14	%
Neogen Canada		38	%		33	%		2	%		1	%		89	%		75	%
Neogen Australasia		95	%		73	%		81	%		69	%		49	%		41	%

Currency translations ~~reduced~~increased comparative revenues by approximately ~~$150,000~~$2.3 million in the ~~third~~first quarter of fiscal ~~2021~~2022 compared to the same ~~period last~~quarter a year ~~as continued weakness in~~ago, primarily due to increased strength of the ~~Brazilian real~~British pound and ~~the~~ Mexican peso relative to the U.S. dollar were almost entirely offset by recovery of the euro and pound. For the year to date, comparative revenues were $3.4 million lower due to currency translations, due entirely to the devaluation of the Brazilian real and the Mexican peso relative to the U.S. dollar, somewhat offset by the strengthening of the euro and pound, and to a lesser extent, the Chinese yuan and the Australian dollar. Combined revenues at our U.K. operations increased 4%approximately 9%, with our Neogen Europe and Neogen Italia operations experiencing combined 17% growth in ~~local currency~~diagnostic test kits and genomics services. This growth was partially offset by a 10% decrease in the ~~third~~first quarter at Quat-Chem, as ~~lower economic activity caused by the~~

~~COVID-19~~

~~pandemic resulted in sluggish sales performance across~~ the ~~organization; after adjusting for the increased strength of the euro and pound, revenues rose 9% in U.S. dollars. For the~~prior year ~~to date, the 9% revenue increase in local currency was primarily from biosecurity products, the result of~~quarter included a large ~~sale~~shipment of hand ~~sanitizer~~sanitizers to the U.K. government’s health organization and strong cleaner and disinfectant sales to China, Africa and the Middle East. Due to shipping and tax issues caused by Brexit, Neogen Italia is fulfilling orders to many European Union customers that were previously managed through Neogen Europe in the U.K.

At our Brazilian operations, fiscal 2022 first quarter sales decreased 15% as the prior year first quarter included a large

non-recurring

insecticide sale to a government health organization. Additionally, an extended drought led to a significantly reduced corn crop and the associated testing, resulting in a 36% decrease in sales of aflatoxin test kits. At Neogen Latinoamerica, the growth in local currency in the first quarter was led by strength in environmental sanitation and culture media. Sales at Neogen China increased 59% from new sales of Megazyme products and strong growth in genomics, as the commercial dairy, swine and sheep markets have increased sampling volumes.

Service revenue, which consists primarily of genomics services to animal protein and companion animal markets, was $24.3 million in the first quarter of ~~this~~ fiscal ~~year; in U.S. dollars, the increase was 13%.~~

Sales in Brazil increased 12% in local currency in this year’s third quarter, the result of 10% growth in food safety diagnostic test kits and genomics revenues, and a 17% increase in insecticides due to delivery on a large tender order. For the nine month period, sales at our Brazilian operations increased 17% compared to the prior year on the strength of a 29% increase in sales of insecticides; after adjusting for the currency devaluation, revenues declined 11% in U.S. dollars. Neogen Latinoamerica sales rose 14% for the third quarter in local currency, primarily due to increases in biosecurity products and food safety diagnostic kit sales; after adjusting for devaluation of the peso, the revenue increase was 7% in U.S. dollars. Neogen China’s revenues approximately doubled for both the three and nine month periods, due to increased demand of biosecurity products and genomics services. The Neogen Australasia location benefited in both the comparative quarter and year to date periods from the February 2020 acquisition of a food safety distributor; the organic revenue increase at this location was 64% in the third quarter and 55% for the year to date period as this operation also recorded strong sales growth of genomics services in the bovine, companion animal and sheep markets.

~~Service revenue was $23.9 million in the third quarter of fiscal 2021,~~2022, an increase of 8%14% over prior year ~~third~~first quarter revenues of ~~$22.1 million. For the nine month period, service revenue was $67.7 million, an increase of 9% over prior year revenues of $62.0~~$21.4 million. The growth ~~in each comparative period~~ was led by ~~increases of genomics revenues in the bovine, companion animal and sheep markets in Australia and~~ strong ~~growth~~increases in genomics revenues in our Australia, China and Canada genomics operations; growth in our domestic operations was reduced by lower sales in companion animal markets, the ~~Chinese porcine and bovine markets as the country recovers~~result of difficult comparisons from ~~the~~

~~COVID-19~~

~~and African swine fever outbreaks. Additionally, for the year to date period, genomics testing~~a 61% increase in the ~~domestic bovine and companion animal veterinary markets contributed to the growth.~~prior year first quarter.

~~Table of Contents~~

~~Revenues~~

Three Months Ended
February 28/29,


Increase/

(in thousands)

2021

2020

(Decrease)

%

Food Safety

Natural Toxins, Allergens & Drug Residues
   $ 18,255    $ 17,154    $ 1,101    6 %
Bacterial & General Sanitation
   10,333    9,413    920    10 %
Culture Media & Other
   14,888    11,222    3,666    33 %
Rodenticides, Insecticides & Disinfectants
   9,644    7,964    1,680    21 %
Genomics Services
   5,304    4,745    559    12 %

   $ 58,424    $ 50,498    $ 7,926    16 %
Animal Safety

Life Sciences
   $ 1,399    $ 1,376    $ 23    2 %
Veterinary Instruments & Disposables
   12,494    10,799    1,695    16 %
Animal Care & Other
   8,873    6,667    2,206    33 %
Rodenticides, Insecticides & Disinfectants
   18,085    14,558    3,527    24 %
Genomics Services
   17,434    15,971    1,463    9 %

   $ 58,285    $ 49,371    $ 8,914    18 %

Total Revenues
   $ 116,709    $ 99,869    $ 16,840    17 %

Nine Months Ended
February 28/29,


Increase/

(in thousands)

2021

2020

(Decrease)

%

Food Safety

Natural Toxins, Allergens & Drug Residues
   $ 57,271    $ 57,950    $ (679 )    (1 )%
Bacterial & General Sanitation
   31,499    31,345    154    0 %
Culture Media & Other
   39,577    35,259    4,318    12 %
Rodenticides, Insecticides & Disinfectants
   27,230    20,859    6,371    31 %
Genomics Services
   14,566    12,961    1,605    12 %

   $ 170,143    $ 158,374    $ 11,769    7 %
Animal Safety

Life Sciences
   $ 4,122    $ 4,901    $ (779 )    (16 )%
Veterinary Instruments & Disposables
   34,843    32,621    2,222    7 %
Animal Care & Other
   25,902    20,859    5,043    24 %
Rodenticides, Insecticides & Disinfectants
   56,470    47,462    9,008    19 %
Genomics Services
   49,554    44,879    4,675    10 %

   $ 170,891    $ 150,722    $ 20,169    13 %

Total Revenues
   $ 341,034    $ 309,096    $ 31,938    10 %

2318

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Revenues


	Three Months ended August 31,
(in thousands)	2021		2020		Increase/ (Decrease)			%
Food Safety
Natural Toxins, Allergens & Drug Residues	$	20,408	$	19,015	$	1,393			7	%
Bacterial & General Sanitation		11,165		9,931		1,234			12	%
Culture Media & Other		18,046		12,171		5,875			48	%
Rodenticides, Insecticides & Disinfectants		7,649		8,830		(1,181	)		(13	)%
Genomics Services		5,454		4,238		1,216			29	%

	$	62,722	$	54,185	$	8,537			16	%
Animal Safety
Life Sciences	$	1,363	$	1,325	$	38			3	%
Veterinary Instruments & Disposables		15,337		10,375		4,962			48	%
Animal Care & Other		9,219		7,658		1,561			20	%
Rodenticides, Insecticides & Disinfectants		22,149		19,914		2,235			11	%
Genomics Services		17,515		15,868		1,647			10	%

	$	65,583	$	55,140	$	10,443			19	%

Total Revenues	$	128,305	$	109,325	$	18,980			17	%

Food Safety

Natural Toxins, Allergens

& Drug Residues –

Sales in this category increased ~~6% for~~7% in the ~~three month period ended February 28, 2021 and decreased 1% for the year~~first quarter of fiscal 2022 due primarily to ~~date, each~~a 17% increase in sales of our allergen test kits, as customers have increased their testing compared to the ~~same periods in the~~ prior ~~year. In the third quarter,~~year when many were shut down or operating at lower capacity due to

COVID-19

restrictions. Sales of our natural toxin test kits rose 6%, as higher sales of ~~natural toxins increased 14%~~deoxynivalenol (DON), zearalenone and fumonisin test kits were partially offset by lower aflatoxin test kit sales in Brazil, as ~~recent pet food recalls in the U.S. have driven demand for increased~~a drought significantly reduced crop size and associated testing. ~~The allergens product line increased 3% while drug residues~~Drug residue test kit sales ~~decreased 10%, as we work to recover lost business with our~~

~~in-house~~

~~sales team, which replaced an exclusive European distributor approximately a year ago. The 1% decline on a year to date basis is~~declined 22% due to ~~lower sales~~the termination of ~~drug residue test kits in~~a European distribution agreement and competitive pressure within the ~~first half of our fiscal year; additionally, natural toxins sales were flat in the first six months of the year due to relatively clean crops during harvest season.~~marketplace.

Bacterial

& General Sanitation –

Revenues in this category increased ~~10%~~12% in the ~~third~~first quarter, ~~and were flat for the year to date, both compared to the same periods~~led by a 14% increase in sales of our environmental sanitation product line, in which we launched a new reader in the ~~prior year. In the third quarter,~~previous quarter. Pathogen test kit revenues increased 15%, led by a 32% increase in sales of

Listeria

products, including our innovative

Listeria

Right Now

™

system. Sales of our Soleris product line to detect spoilage organisms increased 6% as 9% growth in ~~processed foods increased 19%, resulting from~~our consumable vials was partially offset by flat sales of ~~our new~~equipment. Our Soleris

NG instrument ~~(Soleris NG), which~~was launched in the first quarter and increased consumables sales from new instrument placements. Sales of our AccuPoint sanitation monitoring product line increased 5%; we plan to launch a next generation of reader for this product line in the fourth quarter at which time there will be significant sales and marketing focus on these products. Sales of products to detect pathogens increased 8%, as we continue to gain new business with sales of our

~~Listeria~~

Right Now test kit. For the year to date, strong sales of our Soleris NG instrument and the associated consumables were offset by a small decline in sales of our AccuPoint product line and a 7% decrease in pathogen sales, primarily due to high equipment sales in the second quarter of the prior ~~fiscal year.~~year; equipment sales, although flat to prior year, are approximately double compared to the first quarter two years ago.

Culture Media

& Other –

Sales in this category ~~increased 33%~~rose 48% in the first quarter ~~ended February 28, 2021~~of fiscal 2022 compared to the ~~third quarter~~same period in the prior year; ~~for the nine month period, sales increased 12%. Excluding~~excluding sales from the December 2020 acquisition of Megazyme, sales ~~in this category~~ increased 16% and 7% for the three and nine month periods, respectively. This category includes sales of personal protective equipment, primarily gloves, as well as hand sanitizers and sanitizing wipes; these products experienced short-term increased demand in new markets due to shortages caused by the

~~COVID-19~~

~~pandemic which is not expected to recur. This category also includes sales of acquired inventory of~~

~~non-Neogen~~

~~manufactured products from our new businesses in Italy and the South American southern cone countries; these sales are not expected to continue long-term.~~21%. Sales of Neogen Culture Media products increased ~~11% in the third quarter as we gained new business from~~36%, due to high demand with diagnostics customers globally and a

~~COVID-19~~

large domestic sale to a vaccine ~~manufacturer; for the year to date period, culture media sales were flat.~~manufacturer.

Rodenticides, Insecticides

& Disinfectants –

~~Revenues~~Sales of products in this category ~~increased 21%~~decreased 13% in the ~~third~~first quarter of fiscal ~~2021~~2022, compared to ~~the same period~~last year’s first quarter. The prior year first quarter included a ~~year ago, due primarily~~73% increase in sales of hand sanitizing products at our U.K. based Quat-Chem operation and a large

non-recurring

insecticide order, recorded at our Brazilian operation, to ~~continued strength in~~a government health organization. Additionally, sales of cleaners and ~~disinfectant sales~~disinfectants into China in ~~China resulting from~~the prior year more than doubled, primarily due to increased demand ~~due to~~resulting from the African swine fever outbreak in that country and the

COVID-19

pandemic. ~~For the year to date, sales~~Sales of cleaners and disinfectants into Asia in ~~this category increased 31%, as~~ the first quarter ~~also included~~of fiscal 2022 continued to be strong, ~~sales of hand and skin sanitizing products at our U.K. based Quat-Chem operation.~~increasing approximately 18%.

Genomics Services –

Sales of genomics services sold through our ~~international~~ Food Safety operations ~~increased 12% for both~~rose 29% in the ~~three and nine month periods ended February 28, 2021. The increase for both periods was primarily from sales increases~~first quarter of fiscal 2022, compared to the same period last year, as genomics services in China more than doubled, due to increased ~~testing~~commercial dairy and swine business. Genomics revenue in ~~the pork industry, gains~~Europe also increased 15% on strength in ~~beef and dairy cattle testing and project work in aquaculture.~~poultry testing.

Table of Contents

Animal Safety

Life Sciences –

Sales in this category increased 2%3% in the ~~third~~first quarter, ~~compared~~due to ~~the same period~~drug testing at doctor’s offices and workplaces increasing to more normal levels following

COVID-19

restrictions that impacted testing in the prior ~~year, but~~year. The growth was ~~down 16% for~~partially offset by the ~~year~~loss of hair testing business with a large U.S. commercial laboratory that moved to date. The increase for the third quarter is due to increased sales of reagents and substrates; for the year to date, sales of forensic kits to commercial laboratories declined as the labs processed fewer samples due to slowdowns resulting from the

~~COVID-19~~

~~pandemic.~~a different testing platform.

Veterinary Instruments

& Disposables –

Revenues in this category increased ~~16%~~48% in the first quarter of fiscal 2022 compared to the prior year. Veterinary instruments, including disposable syringes and ~~7% for the three and nine month periods ended February 28, 2021, respectively, led by large increases in detectable~~ needles, ~~and syringes,~~increased 52% as we gained new customers and benefitted from increased demand resulting from higher numbers of production animals in existing markets. In the third quarter, sales of disposable gloves increased significantly, as these products had previously been on backorder.private label business.

Animal Care

& Other –

Sales of these products increased ~~33%~~20% in the ~~third~~first quarter compared to the same period a year ago. Small animal supplements, including our recently

re-launched

ThyroKare

™

product, increased 78% and ~~24% for~~antibiotics increased 56%, both due to strength in the ~~year to date, respectively. For both periods,~~veterinary market. Partially offsetting these increases, sales of our ~~small animal supplements, vitamin injectables, and joint pain~~dairy supply products ~~benefitted from growth in veterinary markets, as the~~

~~COVID-19~~

~~pandemic has led to an increase in pet ownership, particularly dogs and cats. Additionally, sales rose for our equine supplements and antibiotics,~~decreased 81% due to ~~strong demand in these markets. Partially offsetting these gains were declines in sales of dairy supplies of 64% and 49% for the quarter and year to date periods, respectively, due to the June 2020~~ termination of an agreement in which we distributed these ~~types of~~ products for a large manufacturer of dairy ~~equipment.~~

~~Table~~equipment, in the first quarter of ~~Contents~~fiscal 2021.

Rodenticides, Insecticides

& Disinfectants –

~~Revenues~~Sales in this category rose 11% in the first quarter of fiscal 2022 compared to the same period in the prior year. Insect control products increased ~~24% and 19% for the three and nine month periods ended February 28, 2021, respectively. The~~23%, led by growth in the ~~quarter~~StandGuard

product line which was ~~led~~acquired in July 2020. We also had higher sales to customers in the restaurant industry, due to many being affected in the prior year by COVID shutdowns. Sales of rodenticides increased 5% on a ~~79% increase in rodenticide~~difficult comparison to the prior year, when sales ~~as rodent pressure in certain areas of the U.S.~~had increased ~~significantly; year to date, rodenticide sales have increased 45%. Insecticide~~47%, and cleaners and disinfectant sales rose ~~14% in the quarter, due in large part to our acquisition of the StandGuard product line for fly control on July 31, 2020. For the year to date, the increase was 10%~~6%. Cleaners and disinfectants sales decreased 9% resulting from lower sales of water treatment products and the transfer of a product line to our U.K. operation. Sales of these products for the year to date period were flat compared to a year ago, with increased sales of hand sanitizer products in the first half of our fiscal year offsetting the decline in water treatment products.

Genomics Services –

Sales in this category increased 9%10% in the ~~third quarter~~first three months, led by increased business in the beef cattle and ~~10% for the year to date periods, each compared~~swine markets; a large

non-recurring

plant research project also contributed to the ~~prior year. The~~ growth in ~~the three month period~~this category. Partially offsetting these gains was ~~led by gains~~a decrease in ~~beef and~~ companion animal testing ~~in Australia, and commercial beef and beef associations~~services in the U.S. ~~and Canada. For the year~~due to ~~date, we also benefitted from strong increases in sales to the U.S. companion animal veterinary market, driven by increased pet adoptions and higher consumer spending on pets during the~~

~~COVID-19~~

~~pandemic, as well as the recent launch of a new high density chip for whiteleg shrimp.~~lower sampling volumes.

Gross Margin

Gross margin was ~~46.1%~~46.8% in the ~~third~~first quarter of fiscal ~~2021~~2022 compared to ~~45.4%~~46.0% in the same quarter a year ago. The improvement ~~in gross margin is~~was due primarily the result of increased rodenticide sales within the Animal Safety segment; these products have higher gross margins within this segment. Gross margins for the Food Safety segment were flat for the third quarter compared to last year’s third quarter. For the year to date, gross margin was also 46.1% compared to 46.8% in the same period of the prior year. The lower gross margin percentage for the year to date is the result of a shift in ~~the proportion of overall sales to the Animal Safety segment, which have lower average gross margins than the Food Safety segment; additionally, sales increases~~product mix within the Food Safety segment ~~were~~resulting from ~~product lines, such as genomics~~the incremental sales generated by Megazyme, which has products with higher gross margins. Reduced sales of lower margin cleaners and ~~biosecurity products, which have lower~~disinfectants from our European and Chinese operations and insecticides from our Brazilian operations also contributed to the Food Safety gross margin improvement of 360 basis points. Animal Safety gross margins ~~than~~declined by 190 basis points, primarily due to lower sales of companion animal services (a higher gross margin product), a mix shift towards lower margin products in our rodenticide line, and significantly increased international freight costs, the ~~diagnostic test kits sold~~result of ongoing global supply chain issues. Increased health insurance costs and the resumption of the 401k match, which had been suspended in ~~that segment.~~last year’s first fiscal quarter, resulted in an incremental $530,000 expense within overhead on a consolidated basis.

Operating Expenses

Operating expenses were ~~$38.1~~$38.3 million in the ~~third~~first quarter of fiscal 2022, compared to ~~$32.3~~$31.4 million in the ~~same~~first quarter of ~~the prior year,~~fiscal 2021, an increase of ~~$5.8~~$6.9 million, or ~~18%~~22%. ~~For~~It is important to note that in last year’s first quarter, with the ~~nine month period ended February 28, 2021,~~economic impact of the

COVID-19

pandemic uncertain, the Company took aggressive steps to control operating expenses ~~were $103.5~~and made cost reductions where possible. These steps included a reduction in workforce, temporary furloughs and reduced hours for a number of employees. In addition, the Company temporarily eliminated the match on the 401k plan during that period. These steps, in addition to the elimination of travel across most of the organization, and lower utilization of medical services by our employees resulting from

stay-at-home

orders and a reduction in

non-emergency

procedures, resulted in an approximately $2.5 million ~~an increase~~reduction in operating expense in the first quarter of ~~$6.5 million, or 7%,~~fiscal 2021 compared to the prior year. ~~Sales and marketing expenses increased $1.0 million, or 6%,~~The 401k match was restored in the ~~third~~second quarter ~~primarily due to increased compensation~~of fiscal 2021, and ~~higher shipping costs, offset somewhat by continued lower spending on travel, meetings, trade shows and other customer facing activities as~~medical service utilization has recovered, with procedures delayed in calendar 2020 now driving a ~~result of the~~

~~COVID-19~~

~~pandemic. For the year to date, sales and marketing expenses were $270,000 lower than the same period last year, also due to~~

~~COVID-19~~

~~pandemic restrictions.~~

~~General and administrative expense was $15.1 million, an~~significant increase ~~of $4.4 million, or 40%,~~ in the ~~third quarter, resulting primarily from $2.1 million in spending~~last two consecutive quarters. These two expense items had an adverse impact on ~~strategic consulting, legal and other professional fees related to acquisition activity for businesses which we were ultimately not successful in acquiring. Other increases~~operating expenses of $546,000 in the first quarter ~~were for incremental amortization expenses~~

~~(non-cash)~~

~~primarily for recent acquisitions,~~

~~non-deal~~

~~related legal fees for a number~~ of ~~corporate matters, and reduced economic incentives recognized from state and local governments. Year to date, general and administrative expenses were $38.3 million, an increase of 18%~~fiscal 2022 compared to the same period ~~last~~a year ~~with $3.1~~ago.

Sales and marketing expenses in this fiscal year’s first quarter were $20.6 million, incurred in unsuccessful acquisition activities the largest component of the increase. Other year-over-year increases were higher performance-based compensation expenses due to higher revenue and improved operating results compared to the prior year, amortization expense primarily related to recent acquisitions and

~~non-deal~~

~~legal expenses.~~

~~Research and development expense was $4.2 million in the third quarter,~~ an increase of ~~$413,000,~~$4.0 million, or ~~11%~~25%, compared to $16.5 million in last year’s first quarter. Personnel related expenses rose by $1.2 million due to an increase in headcount and performance-based incentives, reflective of the ~~same period~~revenue increases across the Company. Shipping costs increased by $900,000, due to the increase in ~~the prior year. The~~volume and an increase ~~is primarily~~in rates. Travel and trade shows, which had declined by $1.3 million in last year’s first quarter due to restrictions resulting from the ~~result~~

COVID-19

pandemic, increased $780,000 in this year’s first quarter, as restrictions eased in a number of ~~spending on outside services for the continued development of several new products, which have either been recently launched or are expected~~our markets and our sales force was able to ~~be launched in the fourth quarter of fiscal 2021. For the year~~resume face to ~~date, research and development expenses increased 8% over the same period last year, for the same reasons.~~

face meetings.

2520

Table of Contents

General and administrative expenses were $13.4 million, an increase of $2.4 million, or 22%, compared to $11.0 million in last year’s first quarter, primarily due to a $791,000 increase in compensation related expense, the result of a number of senior management hires and higher performance-based incentives, a $608,000 increase in amortization expense resulting primarily from our acquisition of Megazyme in December 2020, higher depreciation and licensing costs related to continued investments in information technology infrastructure, and increases in legal and professional fees. Research and development expense was $4.3 million in the first quarter of fiscal 2021, an increase of $447,000 compared to the same period in the prior year, due primarily to personnel absorbed in the Megazyme acquisition and compensation increases for domestic employees.

Operating Income

Operating income was ~~$15.8~~$21.7 million in the ~~third~~first quarter of fiscal ~~2021,~~2022, compared to ~~$13.0~~$18.9 million in the same period of the prior ~~year; year to date operating income was $53.9 million compared to $47.6 million in the prior~~ year. Expressed as a percentage of ~~sales,~~revenue, operating income was ~~13.5%~~16.9% compared to 17.3% in last year’s first quarter. The decline in operating income as a percentage of sales is primarily the result of the 22% increase in operating expenses for the third quarter and 15.8% for the year to date, compared to 13.1% and 15.4%, respectively, for the same periods in the prior year. The improvement in margin percentage for the current fiscal year third quarter was due primarily to the increased revenues and 70 basis point improvement in gross margin percentage, offset somewhat by increased operating expenses, caused in part by the $2.1 million in acquisition related expenses.quarter.

Other Income


	Three Months Ended						Nine Months Ended						Three Months ended August 31,
	February 28/29,						February 28/29,
(in thousands)	2021			2020			2021			2020
(dollars in thousands)													2021			2020
Interest income (net of expense)	$	294		$	1,600		$	1,571		$	4,381		$	203		$	722
Foreign currency transactions		(118	)		(420	)		(374	)		(889	)		(151	)		175
Insurance settlement		—			—			309			1
Legal settlement		—			—			(300	)		—
Contingent consideration		111			—			111			—
Other		(84	)		27			(109	)		56			(70	)		18

Total Other Income	$	203		$	1,207		$	1,208		$	3,549		$	(18	)	$	915

The ~~decrease~~reduction in interest income in ~~both~~ the ~~three and nine month periods~~first quarter of fiscal ~~2021~~2022 compared to the ~~same periods a~~prior year ~~ago was~~is primarily the result of ~~a significant reduction in rates earned~~lower yields on our cash and marketable securities ~~balances.~~balances, as interest rates have dropped significantly compared to rates in the first quarter of fiscal 2021. Other ~~expense~~income resulting from foreign currency transactions ~~was primarily~~is the result of changes in the value of foreign currencies relative to the U.S. dollar in countries in which we operate.

Income Tax Expense

Income tax expense infor the ~~third~~first quarter of fiscal ~~2021~~2022 was ~~$2.6 million,~~$4,650,000, an effective tax rate of ~~16.3%~~21.4%, compared to ~~$2.1 million,~~prior year first quarter income tax expense of $3,950,000, an effective tax rate of 14.4%, in the same period of the prior year. For the year to date, income tax expense was $10.0 million, an effective rate of 18.1%, in fiscal 2021 and $8.0 million, an effective rate of 15.6%, in fiscal 2020.19.9%. For each ~~period,~~quarter, the primary difference between the ~~U.S.~~ statutory rate of 21% and the effective ~~rates~~rate recorded is the benefit resulting from the exercise of stock options; this benefit was ~~$1,083,000~~$15,000 in the ~~third~~first quarter of fiscal ~~2021~~2022 compared to ~~$781,000~~$421,000 in the ~~third~~first quarter of the prior year. ~~For the year to date, the~~The benefit was ~~$2,564,000 in fiscal 2021 compared to $2,754,000 in fiscal 2020. The increase in the effective tax rate for both the third quarter and year to date periods, each compared~~lower due to the ~~same period~~decreased volume of option exercises during the comparative periods, and a reduction in ~~the prior year, is~~benefit realized, on average, for each transaction. Additionally, as the result of ~~increased taxes~~a higher tax rate enacted in the U.K., effective in 2023, we were required to revalue our deferred tax balances at ~~international~~our U.K. operations ~~higher state tax provisions and a lower projected U.S. deduction~~to the rate we expect them to reverse in ~~fiscal 2021 relating to foreign derived income.~~the future, resulting in $548,000 of expense in this year’s first quarter.

Net Income

Net income was ~~$13.4~~$17.1 million in the ~~third~~first quarter of fiscal ~~2021, compared to $12.2 million in the same period in the prior year,~~2022, an increase of ~~10%. For the year~~8% compared to ~~date, net income of $45.1 million was an increase of 5% from $43.1~~$15.9 million earned in the ~~same period a year ago.~~first quarter of fiscal 2021. The increased earnings were the result of higher sales and gross margins, partially offset by increased operating expenses, the $933,000 decline in other income and higher income tax expense.

Table of Contents

Financial Condition and Liquidity

The overall cash, cash equivalents and marketable securities position of Neogen was ~~$353.3~~$400.9 million at ~~February 28,~~August 31, 2021, compared to ~~$343.7~~$381.1 million at May 31, ~~2020.~~2021. Approximately ~~$59.1~~$23.2 million was generated from operations during the first ~~nine~~three months of fiscal ~~2021.~~2022. Net cash proceeds of ~~$22.8~~$1.0 million were realized from the exercise of stock options and issuance of shares under our Employee Stock Purchase Plan during the first ~~nine months of fiscal 2021.~~quarter. We spent ~~$19.4~~$1.3 million for property, equipment and other

non-current

assets in the first ~~nine~~three months of fiscal ~~2021, and a total of $52.0 million on acquisitions.~~2022.

~~Table of Contents~~

Net accounts receivable balances were ~~$87.2~~$87.3 million at ~~February 28,~~August 31, 2021, ~~an increase~~a decline of ~~$2.6~~$4.5 million, compared to ~~$84.7~~$91.8 million at May 31, ~~2020.~~2021. Days sales outstanding, a measurement of the time it takes to collect receivables, were 6559 days at ~~February 28,~~August 31, 2021, compared to 6866 days at May 31, ~~2020~~2021 and 6661 days at ~~February 29,~~August 31, 2020. We have been carefully monitoring our customer receivables as the

COVID-19

pandemic has spread across our global markets; to date, we have not experienced an appreciable increase in bad debt write offs. ~~We did provide an additional $100,000 at May 31, 2020 in our allowance for bad debts to account for potential write offs related to~~

~~COVID-19;~~

~~we will continue to actively manage our customer accounts and adjust the allowance account as circumstances change.~~

Net inventory ~~was $99.3~~balances were $102.1 million at ~~February 28,~~August 31, 2021, an increase of ~~$4.2~~$1.4 million, or 1%, compared to a May 31, ~~2020 balance~~2021 balances of ~~$95.1 million; excluding the amount recorded from the December 2020 acquisition of Megazyme, inventory is down $1.4~~$100.7 million. We increased inventory levels induring fiscal ~~2020~~2021 to ensure we ~~had~~have adequate supplies of critical raw and finished products in the event our supply chain ~~was~~is adversely impacted by the

COVID-19

pandemic and ~~Brexit, however we have now put programs in place to lower inventory levels, while not adversely impacting customers.~~Brexit.

Inflation and changing prices are not expected to have a material effect on operations, as management believes it will continue to be successful in offsetting increased input costs with price increases and/or cost efficiencies.

Management believes that our existing cash and marketable securities balances at ~~February 28,~~August 31, 2021, along with available borrowings under our credit facility and cash expected to be generated from future operations, will be sufficient to fund activities for the foreseeable future. However, existing cash and borrowing capacity may not be sufficient to meet our cash requirements to commercialize products ~~that are~~ currently under development or our plans to acquire other organizations, technologies or products that fit within our mission statement. Accordingly, we may choose to issue equity securities or enter into other financing arrangements ~~or issue equity securities~~ for ~~all, or~~ a portion of our future financing needs.

2722

Table of Contents

PART I – FINANCIAL INFORMATION

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have interest rate and foreign exchange rate risk exposure but no long-term fixed rate investments or borrowings. Our primary interest rate risk is due to potential fluctuations of interest rates for short-term investments.

Foreign exchange risk exposure arises because we market and sell our products throughout the world. Revenues in certain foreign countries as well as certain expenses related to those revenues are transacted in currencies other than the U.S. dollar. Our operating results are exposed to changes in exchange rates between the U.S. dollar and the British pound sterling, euro, Mexican peso, Brazilian real, Chinese yuan, Australian dollar and to a lesser extent, the Indian rupee, Canadian dollar, Guatemalan quetzal, Argentine peso, Uruguayan peso and Chilean peso; there is also exposure to a change in exchange rate between the British pound sterling and the euro. When the U.S. dollar weakens against foreign currencies, the dollar value of revenues denominated in foreign currencies increases. When the U.S. dollar strengthens, the opposite situation occurs. Additionally, previously invoiced amounts can be positively or negatively affected by changes in exchange rates in the course of collection.

Neogen has assets, liabilities and operations outside of the U.S., located in Scotland, England, Ireland, Italy, Brazil, Mexico, Guatemala, Argentina, Uruguay, Chile, China, India, Canada and Australia where the functional currency is the British pound sterling, euro, Brazilian real, Mexican peso, Guatemalan quetzal, Argentine peso, ~~Uruguay~~Uruguayan peso, Chilean peso, Chinese yuan, Indian rupee, Canadian dollar and ~~the~~ Australian dollar, respectively. Our investments in foreign subsidiaries are considered ~~to be~~ long-term. As discussed in ITEM 1A. RISK FACTORS of the Form

10-K

annual filing, our financial condition and results of operations could be adversely affected by currency fluctuations.

The following table sets forth the potential loss in future earnings or fair values, resulting from hypothetical changes in relevant market rates or prices:


Risk Category	Hypothetical Change	August 31, 2021		Impact
(dollars in thousands)
Foreign Currency - Revenue	10% Decrease in exchange rates	$	5,053		Earnings
Foreign Currency - Hedges	10% Decrease in exchange rates		1,990		Earnings

PART I – FINANCIAL INFORMATION

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~February 28,~~August 31, 2021 was carried out under the supervision and with the participation of the Company’s management, including the President & Chief Executive Officer and the Vice President & Chief Financial Officer (“the Certifying Officers”). Based on the evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures are effective.

Changes in Internal Controls over Financial Reporting

No changes in our control over financial reporting were identified as having occurred during the quarter ended ~~February 28,~~August 31, 2021 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

2823

Table of Contents


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Interim Consolidated Financial Statements (unaudited)		2

	Consolidated Balance Sheets – ~~February 28,~~August 31, 2021 and May 31, ~~2020~~2021		2

	Consolidated Statements of Income – Three ~~and nine~~ months ended ~~February 28,~~August 31, 2021 and ~~February 29,~~ 2020		3

	Consolidated Statements of Comprehensive Income – Three ~~and nine~~ months ended ~~February 28,~~August 31, 2021 and ~~February 29,~~ 2020		4

	Consolidated Statements of Equity – Three ~~and nine~~ months ended ~~February 28,~~August 31, 2021 and ~~February 29,~~ 2020		5

	Consolidated Statements of Cash Flows – ~~Nine~~Three months ended ~~February 28,~~August 31, 2021 and ~~February 29,~~ 2020		6

	Notes to Interim Consolidated Financial Statements – August 31, 2021		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2017

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2823

Item 4.	Controls and Procedures		2823

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		2924

Item 6.	Exhibits		2924

SIGNATURES			3025

	CEO Certification

	CFO Certification

	Section 906 Certification


	Nine Months Ended						Three Months Ended
	February 28/29,						August 31,
	2021			2020			2021			2020
Cash Flows From Operating Activities
Net Income	$	45,122		$	43,128		$	17,077		$	15,860
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		15,107			13,542			5,682			4,720
Share-based compensation		4,773			4,795			1,690			1,681
Change in operating assets and liabilities, net of business acquisitions:
Accounts receivable		1,019			3,841			4,036			8,350
Inventories		3,328			(2,238	)		(1,863	)		(1,319	)
Prepaid expenses and other current assets		(1,908	)		(3,119	)		(1,029	)		(1,045	)
Accounts payable, accruals and other changes		(8,321	)		301			(2,383	)		(3,113	)

Net Cash From Operating Activities		59,120			60,250			23,210			25,134
Cash Flows For Investing Activities
Cash Flows Used for Investing Activities
Purchases of property, equipment and other non-current intangible assets		(19,393	)		(16,322	)		(1,295	)		(4,248	)
Proceeds from the sale of marketable securities		602,233			300,448
Proceeds from the maturities of marketable securities								112,636			139,184
Purchases of marketable securities		(604,694	)		(351,002	)		(136,748	)		(168,318	)
Business acquisitions, net of cash acquired		(52,000	)		(9,701	)		—			(2,350	)

Net Cash For Investing Activities		(73,854	)		(76,577	)
Net Cash Used for Investing Activities								(25,407	)		(35,732	)
Cash Flows From Financing Activities
Exercise of stock options and issuance of employee stock purchase plan shares		22,801			27,915
Exercise of stock options and other								1,048			5,095

Net Cash From Financing Activities		22,801			27,915			1,048			5,095
Effect of Foreign Exchange Rates on Cash		(854	)		(2,502	)
Effects of Foreign Exchange Rates on Cash								(3,170	)		181

Net Increase In Cash and Cash Equivalents		7,213			9,086
Net Increase (Decrease) in Cash and Cash Equivalents								(4,319	)		(5,322	)
Cash and Cash Equivalents, Beginning of Period		66,269			41,688			75,602			66,269

Cash and Cash Equivalents, End of Period	$	73,482		$	50,774		$	71,283		$	60,947


3 31.1		~~Articles~~Certification of ~~Incorporation, as restated (incorporated by reference to Exhibit 3 to the Registrant’s Form~~ ~~10-Q~~ ~~filed on December 28, 2018)~~Principal Executive Officer

~~10.1~~ 31.2		~~Amended and Restated Credit Agreement dated as~~Certification of ~~November 30, 2016 between Registrant and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.A of the Registrant’s Form~~ ~~8-K~~ ~~filed on December 7, 2016)~~Principal Financial Officer

~~10.2~~		First Amendment to Amended and Restated Credit Agreement dated as of November 30, 2018 between Registrant and JP Morgan Chase N.A. (incorporated by reference to Exhibit 10.A of the Registrant’s Form ~~8-K~~ ~~filed on December 6, 2018)~~

~~10.3~~		Second Amendment to Amended and Restated Credit Agreement dated as of November 30, 2020 between Registrant and JP Morgan Chase N.A. (incorporated by reference to Exhibit 10.A of the Registrant’s Form ~~8-K~~ ~~filed on December 17, 2020)~~

~~31.1~~		~~Certification of Chief Executive Officer pursuant to Rule~~ ~~13a-14(a).~~

~~31.2~~		~~Certification of Chief Financial Officer pursuant to Rule~~ ~~13a-14(a).~~

32		Certification ~~pursuant~~Pursuant to 18 U.S.C. ~~section~~Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

~~EX-104~~104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


	February 28, 2021			May 31, 2020
Weighted average remaining lease term		2.4 years			2.5 years
Weighted average discount rate		3.0	%		3.2	%


	Three Months Ended February 28/29,				Nine Months Ended February 28/29,
(in thousands)	2021		2020		2021		2020
Operating leases	$	372	$	316	$	1,017	$	889
Short term leases		17		25		76		106

Total lease expense	$	389	$	341	$	1,093	$	995


	Amount
Years ending May 31, 2021 (1)	$	133
2022		601
2023		347
2024		176
2025		47
2026 and thereafter		0

Total lease payments		1,304
Less: imputed interest		84

Total lease liabilities	$	1,220


	Three Months Ended February 28/29,
					Increase/
(in thousands)	2021		2020		(Decrease)		%
Food Safety
Natural Toxins, Allergens & Drug Residues	$	18,255	$	17,154	$	1,101		6	%
Bacterial & General Sanitation		10,333		9,413		920		10	%
Culture Media & Other		14,888		11,222		3,666		33	%
Rodenticides, Insecticides & Disinfectants		9,644		7,964		1,680		21	%
Genomics Services		5,304		4,745		559		12	%

	$	58,424	$	50,498	$	7,926		16	%
Animal Safety
Life Sciences	$	1,399	$	1,376	$	23		2	%
Veterinary Instruments & Disposables		12,494		10,799		1,695		16	%
Animal Care & Other		8,873		6,667		2,206		33	%
Rodenticides, Insecticides & Disinfectants		18,085		14,558		3,527		24	%
Genomics Services		17,434		15,971		1,463		9	%

	$	58,285	$	49,371	$	8,914		18	%

Total Revenues	$	116,709	$	99,869	$	16,840		17	%