Cover Page
Cover Page | 3 Months Ended |
Aug. 31, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Aug. 31, 2022 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Current Fiscal Year End Date | --05-31 |
Entity Interactive Data Current | Yes |
Entity Current Reporting Status | Yes |
Entity Registrant Name | Neogen Corporation |
Entity Central Index Key | 0000711377 |
Trading Symbol | NEOG |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Document Quarterly Report | true |
Document Transition Report | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 107,837,730 |
Entity File Number | 0-17988 |
Title of 12(b) Security | Common Stock, $0.16 par value per share |
Security Exchange Name | NASDAQ |
Entity Incorporation, State or Country Code | MI |
Entity Tax Identification Number | 38-2367843 |
Entity Address, Address Line One | 620 Lesher Place |
Entity Address, State or Province | MI |
Local Phone Number | 372-9200 |
Entity Address, City or Town | Lansing |
City Area Code | 517 |
Entity Address, Postal Zip Code | 48912 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Aug. 31, 2022 | May 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 107,098,000 | $ 44,473,000 |
Marketable securities | 240,613,000 | 336,578,000 |
Accounts receivable, net of allowance of $1,800 and $1,650 at August 31, 2022 and May 31, 2022, respectively | 93,112,000 | 99,674,000 |
Inventories | 129,039,000 | 122,313,000 |
Prepaid expenses and other current assets | 38,045,000 | 23,760,000 |
Total Current Assets | 607,907,000 | 626,798,000 |
Net Property and Equipment | 121,021,000 | 110,584,000 |
Other Assets | ||
Right of use assets | 2,834,000 | 3,184,000 |
Goodwill | 140,067,000 | 142,704,000 |
Other non-amortizable intangible assets | 15,182,000 | 15,397,000 |
Amortizable intangible and other assets, net of accumulated amortization of $55,201 and $55,416 at August 31, 2022 and May 31, 2022, respectively | 88,239,000 | 92,106,000 |
Other non-current assets | 2,155,000 | 2,156,000 |
Total Assets | 977,405,000 | 992,929,000 |
Current Liabilities | ||
Accounts payable | 27,002,000 | 34,614,000 |
Accrued compensation | 8,295,000 | 11,123,000 |
Income tax payable | 3,921,000 | 2,126,000 |
Deferred revenue | 5,464,000 | 5,460,000 |
Other accruals | 22,322,000 | 24,521,000 |
Total Current Liabilities | 67,004,000 | 77,844,000 |
Deferred Income Tax Liability | 15,949,000 | 17,011,000 |
Other Non-Current Liabilities | 10,654,000 | 10,700,000 |
Total Liabilities | 93,607,000 | 105,555,000 |
Commitments and Contingencies (note 10) | ||
Equity | ||
Preferred stock, $1.00 par value, 100,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.16 par value, 120,000,000 shares authorized, 107,837,730 and 107,801,094 shares issued and outstanding at August 31, 2022 and May 31, 2022, respectively | 17,254,000 | 17,248,000 |
Additional paid-in capital | 312,750,000 | 309,984,000 |
Accumulated other comprehensive loss | (39,326,000) | (27,769,000) |
Retained earnings | 593,120,000 | 587,911,000 |
Total Stockholders' Equity | 883,798,000 | 887,374,000 |
Total Liabilities and Stockholders' Equity | $ 977,405,000 | $ 992,929,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2022 | May 31, 2022 |
Accounts receivable, allowance | $ 1,800 | $ 1,650 |
Accumulated Amortization | $ 55,201 | $ 55,416 |
Preferred stock, par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.16 | $ 0.16 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 107,837,730 | 107,801,094 |
Common stock, shares outstanding | 107,837,730 | 107,801,094 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Revenues | ||
Total Revenues | $ 132,349 | $ 128,305 |
Cost of Revenues | ||
Total Cost of Revenues | 70,079 | 68,297 |
Gross Margin | 62,270 | 60,008 |
Operating Expenses | ||
Sales and marketing | 23,383 | 20,555 |
General and administrative | 27,944 | 13,383 |
Research and development | 4,881 | 4,325 |
Total Operating Expenses | 56,208 | 38,263 |
Operating Income | 6,062 | 21,745 |
Other Income (Expense) | ||
Interest income | 969 | 203 |
Other expense | (372) | (221) |
Total Other Income (Expense) | 597 | (18) |
Income Before Taxes | 6,659 | 21,727 |
Provision for Income Taxes | 1,450 | 4,650 |
Net Income | $ 5,209 | $ 17,077 |
Net Income Per Share | ||
Basic | $ 0.05 | $ 0.16 |
Diluted | $ 0.05 | $ 0.16 |
Weighted Average Shares Outstanding | ||
Basic | 107,837 | 107,490 |
Diluted | 107,857 | 108,109 |
Product Revenues | ||
Revenues | ||
Total Revenues | $ 106,792 | $ 104,013 |
Cost of Revenues | ||
Total Cost of Revenues | 55,441 | 54,726 |
Service Revenues | ||
Revenues | ||
Total Revenues | 25,557 | 24,292 |
Cost of Revenues | ||
Total Cost of Revenues | $ 14,638 | $ 13,571 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Net income | $ 5,209 | $ 17,077 |
Foreign currency translations | (11,133) | (4,623) |
Unrealized loss on marketable securities, net of tax | (424) | (206) |
Total comprehensive income (loss) | $ (6,348) | $ 12,248 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning Balance at May. 31, 2021 | $ 840,377 | $ 17,195 | $ 294,953 | $ (11,375) | $ 539,604 |
Beginning Balance (in shares) at May. 31, 2021 | 107,468,000 | ||||
Exercise of options and share-based compensation expense | 1,839 | $ 1 | 1,838 | 0 | 0 |
Exercise of options and share-based compensation expense (in shares) | 6,000 | ||||
Issuance of shares under employee stock purchase plan | 899 | $ 3 | 896 | 0 | 0 |
Issuance of shares under employee stock purchase plan (in shares) | 19,000 | ||||
Net income | 17,077 | 0 | 17,077 | ||
Other comprehensive income(loss) | (4,829) | (4,829) | 0 | ||
Ending Balance at Aug. 31, 2021 | 855,363 | $ 17,199 | 297,687 | (16,204) | 556,681 |
Ending Balance (in shares) at Aug. 31, 2021 | 107,493,000 | ||||
Beginning Balance at May. 31, 2022 | $ 887,374 | $ 17,248 | 309,984 | (27,769) | 587,911 |
Beginning Balance (in shares) at May. 31, 2022 | 107,801,094 | 107,801,000 | |||
Exercise of options and share-based compensation expense | $ 1,905 | $ 1 | 1,904 | 0 | 0 |
Exercise of options and share-based compensation expense (in shares) | 4,000 | ||||
Issuance of shares under employee stock purchase plan | 867 | $ 5 | 862 | 0 | 0 |
Issuance of shares under employee stock purchase plan (in shares) | 33,000 | ||||
Net income | 5,209 | $ 0 | 0 | 0 | 5,209 |
Other comprehensive income(loss) | (11,557) | 0 | 0 | (11,557) | 0 |
Ending Balance at Aug. 31, 2022 | $ 883,798 | $ 17,254 | $ 312,750 | $ (39,326) | $ 593,120 |
Ending Balance (in shares) at Aug. 31, 2022 | 107,837,730 | 107,838,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Cash Flows (For) From Operating Activities | ||
Net Income | $ 5,209 | $ 17,077 |
Adjustments to reconcile net income to net cash (for) from operating activities: | ||
Depreciation and amortization | 5,729 | 5,682 |
Deferred income taxes | (1,439) | (15) |
Share-based compensation | 1,867 | 1,690 |
Changes in operating assets and liabilities, net of business acquisitions: | ||
Accounts receivable | 4,819 | 4,036 |
Inventories | (8,330) | (1,863) |
Prepaid expenses and other current assets | (14,682) | (1,014) |
Accounts payable, accruals and other changes | (7,316) | (2,383) |
Net Cash (For) From Operating Activities | (14,143) | 23,210 |
Cash Flows From (For) Investing Activities | ||
Purchase of property, equipment and other non-current intangible assets | (12,996) | (1,295) |
Proceeds from the sale of marketable securities | 108,488 | 112,636 |
Purchase of marketable securities | (12,523) | (136,748) |
Business acquisitions, net of cash acquired | (1,331) | 0 |
Net Cash From (For) Investing Activities | 81,638 | (25,407) |
Cash Flows From Financing Activities | ||
Exercise of stock options and issuance of employee stock purchase plan shares | 905 | |
Exercise of stock options and issuance of employee stock purchase plan shares | 1,048 | |
Net Cash From Financing Activities | 905 | 1,048 |
Effects of Foreign Exchange Rates on Cash | (5,775) | (3,170) |
Net Increase (Decrease) in Cash and Cash Equivalents | 62,625 | (4,319) |
Cash and Cash Equivalents, Beginning of period | 44,473 | 75,602 |
Cash and Cash Equivalents, End of period | $ 107,098 | $ 71,283 |
Accounting Policies
Accounting Policies | 3 Months Ended |
Aug. 31, 2022 | |
Accounting Policies | 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 S-X. 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 month period ended August 31, 2022 are not necessarily indicative of the results to be expected for the fiscal year ending May 31, 2023. 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 Our functional currency is the U.S. dollar. We translate our non-U.S. Share and per share amounts reflect the June 4, 2021 2-for-1 Recent Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the FASB issued Update 2020-04, Comprehensive Income (Loss) Comprehensive income (loss) 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 or losses on our marketable securities. 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 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 Right-of-use non-current non-current right-of-use non-current 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 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. Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over fair value of tangible net assets of acquired businesses after amounts are allocated to other identifiable intangible assets. Other intangible assets include customer relationships, trademarks, licenses, trade names, covenants not-to-compete We review the carrying amounts of goodwill and other non-amortizable 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. Business Combinations We utilize the acquisition method of accounting for business combinations . This method requires, among other things, that results of operations of acquired companies are included in Neogen’s results of operations beginning on the respective acquisition dates and that assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair values of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our consolidated balance sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the consolidated statements of income. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows. The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. 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 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 accommodate 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 7. 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. |
Cash and Marketable Securities
Cash and Marketable Securities | 3 Months Ended |
Aug. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Marketable Securities | 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 $107,098,000 and $44,473,000 at August 31, 2022 and May 31, 2022, 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 August 31, 2022. 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 investment is evaluated to determine the appropriate action to take to minimize the overall risk to our marketable securities portfolio. 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. Marketable Securities as of August 31, 2022 and May 31, 2022 are listed below by classification and remaining maturities. (in thousands) Maturity August 31, May 31, Commercial Paper & Corporate Bonds 0 - 90 days $ 63,375 $ 106,497 91 - 180 days 60,950 61,373 181 days - 1 year 57,135 91,706 1 - 2 years 59,153 77,002 Total Marketable Securities $ 240,613 $ 336,578 The components of marketable securities, consisting of commercial paper and corporate bonds, at August 31, 2022 are as follows: (in thousands) Amortized Unrealized Unrealized Fair Value Commercial Paper & Corporate Bonds $ 244,125 $ — $ (3,512 ) $ 240,613 The components of marketable securities, consisting of commercial paper and corporate bonds, at May 31, 2022 are as follows: (in thousands) Amortized Unrealized Unrealized Fair Value Commercial Paper & Corporate Bonds $ 339,540 $ 7 $ (2,969 ) $ 336,578 |
Inventories
Inventories | 3 Months Ended |
Aug. 31, 2022 | |
Inventories | 3. INVENTORIES Inventories are stated at the lower of cost, determined by the first-in, first-out (in thousands) August 31, May 31, Raw materials $ 62,134 $ 58,667 Work-in-process 6,241 6,388 Finished and purchased goods 60,664 57,258 $ 129,039 $ 122,313 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Aug. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 4. REVENUE RECOGNITION The Company determines 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 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. 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 • 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. The Company has no contract assets; contract liabilities represent deposits made by customers before the satisfaction of performance obligation(s) and recognition of revenue. Upon completion of the performance obligation(s) that the Company has with the customer, the liability for the customer deposit is relieved and revenue is recognized. These customer deposits are listed as Deferred revenue on the consolidated balance sheets. The following table presents disaggregated revenue by major product and service categories for the three month periods ended August 31, 2022 and 2021: Three Months ended August 31, (in thousands) 2022 2021 Food Safety Natural Toxins, Allergens & Drug Residues $ 19,787 $ 20,408 Bacterial & General Sanitation 10,728 11,165 Culture Media & Other 19,254 18,046 Rodent Control, Insect Control & Disinfectants 9,575 7,649 Genomics Services 5,299 5,454 $ 64,643 $ 62,722 Animal Safety Life Sciences $ 1,589 $ 1,363 Veterinary Instruments & Disposables 14,673 15,337 Animal Care & Other 10,526 9,219 Rodent Control, Insect Control & Disinfectants 22,214 22,149 Genomics Services 18,704 17,515 $ 67,706 $ 65,583 Total Revenues $ 132,349 $ 128,305 |
Net Income per Share
Net Income per Share | 3 Months Ended |
Aug. 31, 2022 | |
Net Income per Share | 5. NET INCOME PER SHARE The calculation of net income per share follows: Three Months Ended August 31, (in thousands, except per share amounts) 2022 2021 Numerator for basic and diluted net income per share: Net income attributable to Neogen $ 5,209 $ 17,077 Denominator for basic net income per share: Weighted average shares 107,837 107,490 Effect of dilutive stock options and RSUs 20 619 Denominator for diluted net income per share $ 107,857 $ 108,109 Net income attributable to Neogen per share: Basic $ 0.05 $ 0.16 Diluted $ 0.05 $ 0.16 |
Segment Information and Geograp
Segment Information and Geographic Data | 3 Months Ended |
Aug. 31, 2022 | |
Segment Information and Geographic Data | 6. SEGMENT INFORMATION AND GEOGRAPHIC DATA We have two 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 in February 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: (in thousands) Food Animal Corporate and Total As of and for the three months ended August 31, 2022 Product revenues to external customers $ 57,790 $ 49,002 $ — $ 106,792 Service revenues to external customers 6,853 18,704 — 25,557 Total revenues to external customers 64,643 67,706 — 132,349 Operating income (loss) 8,597 11,881 (14,416 ) 6,062 Total assets 318,463 311,231 347,711 977,405 As of and for the three months ended August 31, 2021 Product revenues to external customers $ 55,945 $ 48,068 $ — $ 104,013 Service revenues to external customers 6,777 17,515 — 24,292 Total revenues to external customers 62,722 65,583 — 128,305 Operating income (loss) 10,131 12,762 (1,148 ) 21,745 Total assets 291,018 240,208 400,880 932,106 (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. The following table presents the Company’s revenue disaggregated by geographic location: Three months ended (in thousands) 2022 2021 Domestic $ 80,642 $ 77,779 International 51,707 50,526 Total revenue $ 132,349 $ 128,305 |
Equity Compensation Plans
Equity Compensation Plans | 3 Months Ended |
Aug. 31, 2022 | |
Equity Compensation Plans | 7. EQUITY COMPENSATION PLANS Incentive and non-qualified three five (Options in thousands) Shares Weighted- Options outstanding June 1, 2022 3,244 $ 32.13 Granted — — Exercised (4 ) 10.75 Forfeited (110 ) 26.94 Options outstanding August 31, 2022 3,130 $ 32.32 During the three month periods ended August 31, 2022 and 2021, the Company recorded $1,867,000 and $1,690,000, respectively, of compensation expense related to its share-based awards. The weighted-average fair value per share of stock options granted during fiscal year 2022, estimated on the date of grant using the Black-Scholes option pricing model, was $8.49. The fair value of stock options granted was estimated using the following weighted-average assumptions. No options were granted in the first quarter of fiscal year 2023. FY 2022 Risk-free interest rate 0.4 % Expected dividend yield 0.0 % Expected stock price volatility 32.8 % Expected option life 3.12 years The company grants restricted stock units (RSUs) to directors, officers and employees under the terms of the 2018 Omnibus Incentive Plan, which vest ratably over three non-vested (Options in thousands) Shares Weighted- RSUs outstanding June 1, 2022 257 $ 36.14 Granted — — Released — — Forfeited (4 ) 37.60 RSUs outstanding August 31, 2022 253 $ 36.12 |
Business Combinations
Business Combinations | 3 Months Ended |
Aug. 31, 2022 | |
Business Combinations | 8. BUSINESS 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 September 17, 2021, the Company acquired the stock of CAPInnoVet, Inc., a companion animal health business that provides pet medications to the veterinary market. This acquisition provides entry into the retail parasiticide market and enhances the Company’s presence in companion animal markets. Consideration for the purchase was net cash of $17.9 million paid at closing, including $150,000 of cash placed in escrow payable to the former owners in twelve months. There is also the potential for performance milestone payments to the former owners of up to $6.5 million and the Company could incur up to $14.5 million in future royalty payments. The final purchase allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $308,000, inventory of $531,000, prepayments of $296,000, accounts payable of $120,000, other current liabilities of $84,000, non-current 15-20 On November 30, 2021, the Company acquired the stock of Delf (U.K.) Ltd., a United Kingdom-based manufacturer and supplier of animal hygiene and industrial cleaning products, and Abbott Analytical Ltd., a related service provider. This acquisition will expand the Company’s line of dairy hygiene products and will enhance our cleaner and disinfectant product portfolio. Consideration for the purchase was net cash of $9.5 million paid at closing, including $722,000 of cash placed in escrow payable to the former owner in one year. The preliminary purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $1,059,000, inventory of $972,000, net property, plant and equipment of $152,000, prepayments of $31,000, accounts payable of $497,000, other current liabilities of $378,000, non-current 10-15 (non-deductible On December 9, 2021, the Company acquired the stock of Genetic Veterinary Sciences, Inc., a companion animal genetic testing business providing genetic information for dogs, cats and birds to animal owners, breeders and veterinarians. This acquisition will further expand the Company’s presence in the companion animal market. Consideration for the purchase was $11.4 million in net cash. The preliminary purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $38,000, net inventory of $292,000, net property, plant and equipment of $399,000, prepayments of $54,000, accounts payable of $325,000, unearned revenue of $1.9 million, other current liabilities of $321,000, intangible assets of $5.5 million (with an estimated life of 5-15 On July 1, 2022, Neogen acquired all of the stock of Thai-Neo non-current non-current deferred tax intangible assets of $ (with an estimated life of 5-15 years) and the remainder to goodwill (non-deductible for tax purposes). The business continues to operate in Bangkok, Thailand, reporting within the Food Safety segment. For each completed acquisition listed above, the revenues and net income were not considered material and were therefore not disclosed. 3M Food Safety transaction On September 1, 2022, after the close of the first quarter, Neogen, 3M, and Garden SpinCo, a newly formed subsidiary of 3M created to carve out 3M’s Food Safety business, closed on the transaction which had previously been announced in December 2021, combining 3M’s Food Safety business with Neogen in a Reverse Morris Trust transaction. Immediately following the transaction, Garden SpinCo stockholders own, in the aggregate, approximatel pre-merger of the issued and outstanding shares of Neogen common stock. Garden SpinCo became a subsidiary of Neogen on September 1. On closing, the transaction valued the 3M’s Food Safety business at approximate billion based on the issuance of 108,269,946 shares of Neogen common stock at a price of per share on August 31, 2022 and billion in debt assumed by Neogen post close. 3M’s Food Safety business funded 3M consideration valued at approximat close. 3M’s former Food Safety business is a leading provider of food safety testing solutions. It offers a broad range of food safety testing solutions that support multiple industries within food and beverage, helping producers to prevent and protect consumers from foodborne illnesses. The business has a broad global presence with products used in more than 60 countries and a diversified revenue base of more than 100,000 end-user customers. The combination of Neogen and 3M’s Food Safety business creates a leading innovator with an enhanced geographic footprint, innovative product offerings, digitization capabilities, and financial flexibility to capitalize on robust growth trends in sustainability, food safety, and supply chain integrity. This transaction is a business combination and will be accounted for using the acquisition method. The purchase price of 3M’s Food Safety business will be allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair value at the acquisition date. Any excess of the purchase price over the fair value of the net identified assets acquired and liabilities assumed will be recorded as goodwill. Transaction costs related to the transaction will be expensed as incurred. We are currently preparing the valuations and other procedures necessary to determine the purchase price allocation and will record our initial fair value estimates and the results of operations of the acquired business from the acquisition date forward in our condensed consolidated financial statement for the second quarter of fiscal 2023. |
Long Term Debt
Long Term Debt | 3 Months Ended |
Aug. 31, 2022 | |
Long Term Debt | 9. LONG TERM DEBT At August 31, 2022, the Company had a financing agreement with a bank providing for a $15,000,000 unsecured revolving line of credit, which originally d secured On June 30, 2022, Garden Spin C of the 3M Food Safety business with Neogen. In July 2022, Garden SpinCo closed on an offering of $350.0 million aggregate principal amount of 8.625% senior notes due 2030 (the “Notes”) in a private placement at par. The Notes were initially issued by Garden SpinCo to 3M and were transferred and delivered by 3M to the selling securityholder in the offering, in satisfaction of certain of 3M’s existing debt. Garden SpinCo did not receive any proceeds from the sale of the Notes by the selling securityholder. Prior to the distribution of the shares of Garden SpinCo’s common stock to 3M stockholders, the Notes were guaranteed on a senior unsecured basis by 3M. Upon consummation of such distribution, 3M was released from all obligations under its guarantee. Upon the effectiveness of the merger on September 1, 2022, the Notes became guaranteed on a senior unsecured basis by Neogen and certain wholly-owned domestic subsidiaries of Neogen. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Aug. 31, 2022 | |
Commitments and Contingencies | 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. 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 August 31, 2022 and May 31, 2022, measured on an undiscounted basis over an estimated period of 15 years. In fiscal 2019, the Company performed an updated Corrective Measures Study 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 non-current 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. In addition to responding to the administrative subpoena, the Company has implemented 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 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. |
Derivatives
Derivatives | 3 Months Ended |
Aug. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 11. DERIVATIVES We operate on a global basis and are exposed to the risk that our financial condition, results of operations and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Derivatives Not Designated as Hedging Instruments We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into approximately 11 foreign currency forward contracts each month to mitigate that exposure. These contracts are recorded net at fair value on our consolidated balance sheets, classified as Level 2 in the fair value hierarchy; gains and losses from these contracts were recognized in other income in our consolidated statements of income. The notional amount of forward contracts in place was $18,221,000 and $4,424,000 as of August 31, 2022 and May 31, 2022, respectively. (In thousands) Fair Value of Derivatives Not Designated as Hedging Instruments Balance Sheet Location August 31, 2022 May 31, 2022 Foreign currency forward contracts, net Prepaid and Other $ 421 $ (78 ) The location and amount of gains from derivatives not designated as hedging instruments in our consolidated statements of income were as follows: (In thousands) Derivatives Not Designated as Hedging Instruments Location in statements of income August 31, 2022 August 31, 2021 Foreign currency forward contracts Other income (expense) $ 882 $ 521 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Aug. 31, 2022 | |
Basis of Presentetion and Consolidation | 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 S-X. 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 month period ended August 31, 2022 are not necessarily indicative of the results to be expected for the fiscal year ending May 31, 2023. 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 Our functional currency is the U.S. dollar. We translate our non-U.S. Share and per share amounts reflect the June 4, 2021 2-for-1 |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted Reference Rate Reform In March 2020, the FASB issued Update 2020-04, |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) 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 or losses on our marketable securities. |
Fair Value of Financial Instruments | 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 assumptions. |
Leases | 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 Right-of-use non-current non-current right-of-use non-current |
Estimates And Assumption | 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 | 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 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 | 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. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over fair value of tangible net assets of acquired businesses after amounts are allocated to other identifiable intangible assets. Other intangible assets include customer relationships, trademarks, licenses, trade names, covenants not-to-compete We review the carrying amounts of goodwill and other non-amortizable |
Long-lived Assets | 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. |
Business Combinations | Business Combinations We utilize the acquisition method of accounting for business combinations . This method requires, among other things, that results of operations of acquired companies are included in Neogen’s results of operations beginning on the respective acquisition dates and that assets acquired and liabilities assumed are recognized at fair value as of the acquisition date. Any excess of the fair value of consideration transferred over the fair values of the net assets acquired is recognized as goodwill. Contingent consideration liabilities are recognized at the estimated fair value on the acquisition date; these are recorded in either other accruals within current liabilities (for expected payments in less than a year) or other non-current liabilities (for expected payments in greater than a year), both on our consolidated balance sheets. Subsequent changes to the fair value of contingent consideration liabilities are recognized in other income (expense) in the consolidated statements of income. Contingent consideration payments made soon after the acquisition date are classified as investing activities in the consolidated statements of cash flows. Contingent consideration payments not made soon after the acquisition date that are related to the acquisition date fair value are reported as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are reported as operating activities in the consolidated statements of cash flows. The fair value of assets acquired and liabilities assumed in certain cases may be subject to revision based on the final determination of fair value during a period of time not to exceed months from the acquisition date. Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred. |
Equity Compensation Plans | 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 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 accommodate 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 7. |
Income Taxes | 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. |
Cash and Marketable Securities
Cash and Marketable Securities (Tables) | 3 Months Ended |
Aug. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule Of Classification And Maturities Of Marketable Securities | Marketable Securities as of August 31, 2022 and May 31, 2022 are listed below by classification and remaining maturities. (in thousands) Maturity August 31, May 31, Commercial Paper & Corporate Bonds 0 - 90 days $ 63,375 $ 106,497 91 - 180 days 60,950 61,373 181 days - 1 year 57,135 91,706 1 - 2 years 59,153 77,002 Total Marketable Securities $ 240,613 $ 336,578 |
Summary of components of marketable securities | The components of marketable securities, consisting of commercial paper and corporate bonds, at August 31, 2022 are as follows: (in thousands) Amortized Unrealized Unrealized Fair Value Commercial Paper & Corporate Bonds $ 244,125 $ — $ (3,512 ) $ 240,613 The components of marketable securities, consisting of commercial paper and corporate bonds, at May 31, 2022 are as follows: (in thousands) Amortized Unrealized Unrealized Fair Value Commercial Paper & Corporate Bonds $ 339,540 $ 7 $ (2,969 ) $ 336,578 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Aug. 31, 2022 | |
Schedule of Components of Inventories | Inventories are stated at the lower of cost, determined by the first-in, first-out (in thousands) August 31, May 31, Raw materials $ 62,134 $ 58,667 Work-in-process 6,241 6,388 Finished and purchased goods 60,664 57,258 $ 129,039 $ 122,313 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Aug. 31, 2022 | |
Summary of Disaggregated Revenue | The following table presents the Company’s revenue disaggregated by geographic location: Three months ended (in thousands) 2022 2021 Domestic $ 80,642 $ 77,779 International 51,707 50,526 Total revenue $ 132,349 $ 128,305 |
Operating Segments [Member] | |
Summary of Disaggregated Revenue | The following table presents disaggregated revenue by major product and service categories for the three month periods ended August 31, 2022 and 2021: Three Months ended August 31, (in thousands) 2022 2021 Food Safety Natural Toxins, Allergens & Drug Residues $ 19,787 $ 20,408 Bacterial & General Sanitation 10,728 11,165 Culture Media & Other 19,254 18,046 Rodent Control, Insect Control & Disinfectants 9,575 7,649 Genomics Services 5,299 5,454 $ 64,643 $ 62,722 Animal Safety Life Sciences $ 1,589 $ 1,363 Veterinary Instruments & Disposables 14,673 15,337 Animal Care & Other 10,526 9,219 Rodent Control, Insect Control & Disinfectants 22,214 22,149 Genomics Services 18,704 17,515 $ 67,706 $ 65,583 Total Revenues $ 132,349 $ 128,305 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Aug. 31, 2022 | |
Schedule of Calculation of Net Income Per Share | The calculation of net income per share follows: Three Months Ended August 31, (in thousands, except per share amounts) 2022 2021 Numerator for basic and diluted net income per share: Net income attributable to Neogen $ 5,209 $ 17,077 Denominator for basic net income per share: Weighted average shares 107,837 107,490 Effect of dilutive stock options and RSUs 20 619 Denominator for diluted net income per share $ 107,857 $ 108,109 Net income attributable to Neogen per share: Basic $ 0.05 $ 0.16 Diluted $ 0.05 $ 0.16 |
Segment Information and Geogr_2
Segment Information and Geographic Data (Tables) | 3 Months Ended |
Aug. 31, 2022 | |
Schedule of Segment Information | Segment information follows: (in thousands) Food Animal Corporate and Total As of and for the three months ended August 31, 2022 Product revenues to external customers $ 57,790 $ 49,002 $ — $ 106,792 Service revenues to external customers 6,853 18,704 — 25,557 Total revenues to external customers 64,643 67,706 — 132,349 Operating income (loss) 8,597 11,881 (14,416 ) 6,062 Total assets 318,463 311,231 347,711 977,405 As of and for the three months ended August 31, 2021 Product revenues to external customers $ 55,945 $ 48,068 $ — $ 104,013 Service revenues to external customers 6,777 17,515 — 24,292 Total revenues to external customers 62,722 65,583 — 128,305 Operating income (loss) 10,131 12,762 (1,148 ) 21,745 Total assets 291,018 240,208 400,880 932,106 (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. |
Summary of Disaggregated Revenue by Geographic Location | The following table presents the Company’s revenue disaggregated by geographic location: Three months ended (in thousands) 2022 2021 Domestic $ 80,642 $ 77,779 International 51,707 50,526 Total revenue $ 132,349 $ 128,305 |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 3 Months Ended |
Aug. 31, 2022 | |
Summary of Stock Option Activity | A summary of stock option activity during the three months ended August 31, 2022 follows: (Options in thousands) Shares Weighted- Options outstanding June 1, 2022 3,244 $ 32.13 Granted — — Exercised (4 ) 10.75 Forfeited (110 ) 26.94 Options outstanding August 31, 2022 3,130 $ 32.32 |
Summary of Fair Value of Stock Options Granted Estimated Weighted-Average Assumptions | The fair value of stock options granted was estimated using the following weighted-average assumptions. No options were granted in the first quarter of fiscal year 2023. FY 2022 Risk-free interest rate 0.4 % Expected dividend yield 0.0 % Expected stock price volatility 32.8 % Expected option life 3.12 years |
Schedule of Nonvested Restricted Stock Units Activity | A summary of RSU activity during the three months ended August 31, 2022 follows: (Options in thousands) Shares Weighted- RSUs outstanding June 1, 2022 257 $ 36.14 Granted — — Released — — Forfeited (4 ) 37.60 RSUs outstanding August 31, 2022 253 $ 36.12 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Aug. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Other Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Financial Position Location | (In thousands) Fair Value of Derivatives Not Designated as Hedging Instruments Balance Sheet Location August 31, 2022 May 31, 2022 Foreign currency forward contracts, net Prepaid and Other $ 421 $ (78 ) |
Schedule of Gain Loss From Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Location | The location and amount of gains from derivatives not designated as hedging instruments in our consolidated statements of income were as follows: (In thousands) Derivatives Not Designated as Hedging Instruments Location in statements of income August 31, 2022 August 31, 2021 Foreign currency forward contracts Other income (expense) $ 882 $ 521 |
Accounting Policies - Additiona
Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Jun. 04, 2021 | Aug. 31, 2022 | May 31, 2022 | |
Significant Accounting Policies [Line Items] | |||
Right of use assets | $ 2,834,000 | $ 3,184,000 | |
Lease liabilities | $ 2,899,000 | $ 3,228,000 | |
Stockholders equity note stock split | 2-for-1 | ||
Number Of Days Determined On Fair Value Of Assets And Liabilities From The Acquisition Date | 12 months | ||
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Finite lived intangible assets, useful life | 5 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Finite lived intangible assets, useful life | 25 years |
Cash and Marketable Securitie_2
Cash and Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2022 | May 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 107,098 | $ 44,473 |
Marketable securities, maturity period | 90 days |
Cash And Marketable Securitie_3
Cash And Marketable Securities - Schedule Of Classification And Maturities Of Marketable Securities (Detail) - USD ($) $ in Thousands | Aug. 31, 2022 | May 31, 2022 |
Marketable Securities, Current | $ 240,613 | $ 336,578 |
Commercial Paper | Maturing in 0 - 90 days | ||
Marketable Securities, Current | 63,375 | 106,497 |
Commercial Paper | Maturing in 91 - 180 days | ||
Marketable Securities, Current | 60,950 | 61,373 |
Commercial Paper | Maturing in 181 days - 1 year | ||
Marketable Securities, Current | 57,135 | 91,706 |
Commercial Paper | Maturing in 1 - 2 years | ||
Marketable Securities, Current | $ 59,153 | $ 77,002 |
Cash and Marketable Securitie_4
Cash and Marketable Securities - Summary of components of marketable securities (Detail) - Commercial Paper And Corporate Bonds [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Aug. 31, 2022 | May 31, 2022 | |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 244,125 | $ 339,540 |
Unrealized Gains | 0 | 7 |
Unrealized Losses | (3,512) | (2,969) |
Fair Value | $ 240,613 | $ 336,578 |
Inventories - (Detail)
Inventories - (Detail) - USD ($) $ in Thousands | Aug. 31, 2022 | May 31, 2022 |
Inventory [Line Items] | ||
Raw materials | $ 62,134 | $ 58,667 |
Work-in-process | 6,241 | 6,388 |
Finished and purchased goods | 60,664 | 57,258 |
Inventories | $ 129,039 | $ 122,313 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregated Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total Revenues | $ 132,349 | $ 128,305 |
Food Safety | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 64,643 | 62,722 |
Food Safety | Natural Toxins, Allergens & Drug Residues | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 19,787 | 20,408 |
Food Safety | Bacterial & General Sanitation | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 10,728 | 11,165 |
Food Safety | Culture Media & Other | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 19,254 | 18,046 |
Food Safety | Rodent Control, Insect Control & Disinfectants | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 9,575 | 7,649 |
Food Safety | Genomics Services | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 5,299 | 5,454 |
Animal Safety | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 67,706 | 65,583 |
Animal Safety | Rodent Control, Insect Control & Disinfectants | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 22,214 | 22,149 |
Animal Safety | Genomics Services | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 18,704 | 17,515 |
Animal Safety | Life Sciences | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 1,589 | 1,363 |
Animal Safety | Veterinary Instruments & Disposables | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | 14,673 | 15,337 |
Animal Safety | Animal Care & Other | ||
Disaggregation of Revenue [Line Items] | ||
Total Revenues | $ 10,526 | $ 9,219 |
Net Income per Share - Calculat
Net Income per Share - Calculation of Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Earnings Per Share [Line Items] | ||
Numerator for basic and diluted net income per share - Net income attributable to Neogen | $ 5,209 | $ 17,077 |
Denominator for basic net income per share - Weighted average shares | 107,837 | 107,490 |
Effect of dilutive stock options and RSUs | 20 | 619 |
Denominator for diluted net income per share | 107,857 | 108,109 |
Net income attributable to Neogen per share: | ||
Basic | $ 0.05 | $ 0.16 |
Diluted | $ 0.05 | $ 0.16 |
Segment Information and Geogr_3
Segment Information and Geographic Data - Schedule of Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Aug. 31, 2022 | Aug. 31, 2021 | May 31, 2022 | ||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | $ 132,349 | $ 128,305 | ||
Operating income (loss) | 6,062 | 21,745 | ||
Total Assets | 977,405 | 932,106 | $ 992,929 | |
Operating Segments | Food Safety | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | 64,643 | 62,722 | ||
Operating income (loss) | 8,597 | 10,131 | ||
Total Assets | 318,463 | 291,018 | ||
Operating Segments | Animal Safety | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | 67,706 | 65,583 | ||
Operating income (loss) | 11,881 | 12,762 | ||
Total Assets | 311,231 | 240,208 | ||
Product Revenues | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | 106,792 | 104,013 | ||
Product Revenues | Operating Segments | Food Safety | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | 57,790 | 55,945 | ||
Product Revenues | Operating Segments | Animal Safety | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | 49,002 | 48,068 | ||
Service Revenues | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | 25,557 | 24,292 | ||
Service Revenues | Operating Segments | Food Safety | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | 6,853 | 6,777 | ||
Service Revenues | Operating Segments | Animal Safety | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | 18,704 | 17,515 | ||
Corporate and Eliminations | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | [1] | 0 | ||
Operating income (loss) | [1] | (14,416) | (1,148) | |
Total Assets | [1] | 347,711 | $ 400,880 | |
Corporate and Eliminations | Product Revenues | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | [1] | 0 | ||
Corporate and Eliminations | Service Revenues | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Product revenues to external customers | [1] | $ 0 | ||
[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. |
Segment Information and Geogr_4
Segment Information and Geographic Data - Disaggregated Revenue by Geographic Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Revenues by Geographic Location [Line Items] | ||
Total revenue | $ 132,349 | $ 128,305 |
Domestic | ||
Revenues by Geographic Location [Line Items] | ||
Total revenue | 80,642 | 77,779 |
International | ||
Revenues by Geographic Location [Line Items] | ||
Total revenue | $ 51,707 | $ 50,526 |
Segment Information and Geogr_5
Segment Information and Geographic Data - Additional Information (Detail) | 3 Months Ended |
Aug. 31, 2022 Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 2 |
Equity Compensation Plans - Sum
Equity Compensation Plans - Summary of Stock Option Activity (Detail) | 3 Months Ended |
Aug. 31, 2022 $ / shares shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Beginning Balance | shares | 3,244,000 |
Options, Granted | shares | 0 |
Options, Exercised | shares | (4,000) |
Options, Forfeited | shares | (110,000) |
Options Outstanding, Ending Balance | shares | 3,130,000 |
Weighted-Average Exercise Price, Beginning Balance | $ / shares | $ 32.13 |
Weighted-Average Exercise Price, Granted | $ / shares | 0 |
Weighted-Average Exercise Price, Exercised | $ / shares | 10.75 |
Weighted-Average Exercise Price, Forfeited | $ / shares | 26.94 |
Weighted-Average Exercise Price, Ending Balance | $ / shares | $ 32.32 |
Equity Compensation Plans - S_2
Equity Compensation Plans - Summary of Fair Value of Stock Options Granted Estimated Weighted-Average Assumptions (Detail) | 12 Months Ended |
May 31, 2022 | |
Schedule of Weighted Average Assumptions for Fair Values of Stock Options [Line Items] | |
Risk-free interest rate | 0.40% |
Expected dividend yield | 0% |
Expected stock price volatility | 32.80% |
Expected option life | 3 years 1 month 13 days |
Equity Compensation Plans - Sch
Equity Compensation Plans - Schedule Of Nonvested Restricted Stock Units Activity (Details) shares in Thousands | 3 Months Ended |
Aug. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
RSUs outstanding Beginning Share | shares | 257 |
Granted (Share) | shares | 0 |
Released (Share) | shares | 0 |
Forfeited (Share) | shares | (4) |
Ending balance (Share) | shares | 253 |
RSUs outstanding Beginning (Weighted Average Fair Value) | $ / shares | $ 36.14 |
Granted (Weighted Average Fair Value) | $ / shares | 0 |
Released (Weighted Average Fair Value) | $ / shares | 0 |
Forfeited (Weighted Average Fair Value) | $ / shares | 37.6 |
RSUs outstanding Ending (Weighted Average Fair Value) | $ / shares | $ 36.12 |
Equity Compensation Plans - Add
Equity Compensation Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average fair value per share of stock options granted | $ 8.49 | |
Compensation expense related to share based awards | $ 1,867,000 | $ 1,690,000 |
Options, Granted | 0 | |
2018 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 9 months 18 days | |
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 6,442,000 | |
Employee Stock Purchase Plan | 2011 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual maximum limit percentage of compensation to purchase shares | 5% | |
Employee stock purchase plan stock price percentage | 10% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option vesting period | 3 years | |
Stock option contractual terms | 5 years | |
Minimum | 2018 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option vesting period | 3 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option vesting period | 5 years | |
Stock option contractual terms | 10 years | |
Maximum | 2018 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option vesting period | 5 years |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||||||
Aug. 31, 2022 | Jul. 01, 2022 | Dec. 09, 2021 | Nov. 30, 2021 | Sep. 17, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Sep. 21, 2022 | Sep. 01, 2022 | |
Business Acquisition [Line Items] | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,331,000 | $ 0 | |||||||
Maximum potential Payments | $ 6,500,000 | ||||||||
Royalty Expense | 14,500,000 | ||||||||
Escrow Deposit | $ 150,000 | ||||||||
CAPInnoVet, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price allocation for accounts receivable | 308,000 | ||||||||
Purchase price allocation for inventory | 531,000 | ||||||||
Purchase price allocation for intangible assets | 19,200,000 | ||||||||
Purchase price allocation for accounts payable | 120,000 | ||||||||
Purchase price allocation for other current liabilities | 84,000 | ||||||||
Purchase price allocation for long-term liabilities | 6,500,000 | ||||||||
Cash payable to former owner for purchase of business | 150,000 | ||||||||
Purchase price allocation for Prepaid Expenses | 296,000 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 17,900,000 | ||||||||
Delf (UK) Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration for purchase of business | $ 9,500,000 | ||||||||
Purchase price allocation for accounts receivable | 1,059,000 | ||||||||
Purchase price allocation for inventory | 972,000 | ||||||||
Purchase price allocation for land, property and equipment | 152,000 | ||||||||
Purchase price allocation for intangible assets | 3,100,000 | ||||||||
Purchase price allocation for accounts payable | 497,000 | ||||||||
Purchase price allocation for deferred tax liability | 780,000 | ||||||||
Purchase price allocation for current liabilities | 378,000 | ||||||||
Cash payable to former owner for purchase of business | 722,000 | ||||||||
Purchase price allocation for Prepaid Expenses | $ 31,000 | ||||||||
Genetic Veterinary Services, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price allocation for accounts receivable | $ 38,000 | ||||||||
Purchase price allocation for inventory | 292,000 | ||||||||
Purchase price allocation for land, property and equipment | 399,000 | ||||||||
Purchase price allocation for intangible assets | 5,500,000 | ||||||||
Purchase price allocation for accounts payable | 325,000 | ||||||||
Purchase price allocation for other current liabilities | 321,000 | ||||||||
Unearned revenue liability | 1,900,000 | ||||||||
Purchase price allocation for Prepaid Expenses | 54,000 | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 11,400,000 | ||||||||
Thaineo Biotech Co Ltd | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration for purchase of business | $ 1,311,000 | ||||||||
Purchase price allocation for accounts receivable | 179,000 | ||||||||
Purchase price allocation for inventory | 232,000 | ||||||||
Purchase price allocation for land, property and equipment | 16,000 | ||||||||
Purchase price allocation for intangible assets | 600,000 | ||||||||
Purchase price allocation for accounts payable | 3,000 | ||||||||
Purchase price allocation for deferred tax liability | 120,000 | ||||||||
Purchase price allocation for other non-current assets | 6,000 | ||||||||
Consideration for purchase of business | 1,558,000 | ||||||||
Cash payable to former owner for purchase of business | $ 234,000 | ||||||||
Three M Food Safety Transaction [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price allocation for long-term liabilities | $ 1,000,000,000 | 1,000,000,000 | |||||||
Business Combination enterprise value | 3,300,000,000 | $ 3,300,000,000 | |||||||
Business Combination Consideration Transferred Other1 | $ 1,000,000,000 | ||||||||
Business Acquisition, Share Price | $ 20.9 | $ 20.9 | |||||||
Number of shares issued | 108,269,946 | ||||||||
Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 5 years | ||||||||
Minimum | CAPInnoVet, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 15 years | ||||||||
Minimum | Delf (UK) Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 10 years | ||||||||
Minimum | Genetic Veterinary Services, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 5 years | ||||||||
Minimum | Thaineo Biotech Co Ltd | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 5 years | ||||||||
Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 25 years | ||||||||
Maximum | CAPInnoVet, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 20 years | ||||||||
Maximum | Delf (UK) Ltd [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 15 years | ||||||||
Maximum | Genetic Veterinary Services, Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 15 years | ||||||||
Maximum | Thaineo Biotech Co Ltd | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite lived intangible assets, useful life | 15 years | ||||||||
Postmerger Neogen Corp [Member] | Garden SpinCo [Member] | Three M Food Safety Transaction [Member] | Subsequent Event [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Minority interest ownership percentage by Parent | 50.10% | ||||||||
Postmerger Neogen Corp [Member] | Premerger Neogen Shareholders [Member] | Three M Food Safety Transaction [Member] | Subsequent Event [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Minority interest ownership percentage by Noncontrolling owners | 49.90% |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Jul. 01, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | |||
Unsecured revolving line of credit, total amount available | $ 15,000,000 | ||
Unsecured revolving line of credit, maturity date | Nov. 30, 2023 | ||
Unsecured revolving line of credit, interest terms | LIBOR plus 100 basis points | ||
Unsecured revolving line of credit, interest rate | 3.55% | ||
Unsecured revolving line of credit, advances | $ 0 | ||
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 350,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.625% | ||
Debt Instrument, Term | 2030 years | ||
Five Year Senior Secured Term Loan Facility [Member] | Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured revolving line of credit, total amount available | $ 650,000,000 | ||
Five Year Senior Secured Revolving Facility [Member] | Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured revolving line of credit, total amount available | $ 150,000,000 | ||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Unsecured revolving line of credit, interest terms | SOFR plus 235 basis points | ||
Basis Points | 235% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Aug. 31, 2022 | May 31, 2022 | |
Commitments and Contingencies Disclosure [Line Items] | ||
Estimated liability costs of remediation | $ 916,000 | $ 916,000 |
Estimated liability, measurement period, years | 15 years | |
Estimated liability costs of remediation, current | $ 100,000 | |
Estimated liability costs of remediation, non current | 816,000 | |
Environmental loss contingencies, charges to expense for potential fines or penalties | 600,000 | |
Minimum | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Environmental remediation expense | 38,000 | |
Maximum | ||
Commitments and Contingencies Disclosure [Line Items] | ||
Environmental remediation expense | $ 131,000 |
Derivatives - Schedule of Other
Derivatives - Schedule of Other Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Financial Position Location (Detail) - USD ($) $ in Thousands | Aug. 31, 2022 | May 31, 2022 |
Not Designated as Hedging Instrument [Member] | Forward Contracts [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Foreign Currency Derivative Instruments Not Designated As Hedging Instruments At Fair Value Net [Line Items] | ||
Foreign currency forward contracts, net | $ 421 | $ (78) |
Derivatives - Schedule of Gain
Derivatives - Schedule of Gain Loss From Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Location (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Not Designated as Hedging Instrument [Member] | Forward Contracts [Member] | Other income (expense) | ||
Schedule of Gain Loss From Derivatives Not Designated As Hedging Instruments Statements of Financial Performance And Location [Line Items] | ||
Foreign currency forward contracts | $ 882 | $ 521 |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - Not Designated as Hedging Instrument [Member] - Cash Flow Hedging [Member] - Foreign Exchange Contract [Member] $ in Thousands | Aug. 31, 2022 USD ($) Segment | May 31, 2022 USD ($) |
Derivative [Line Items] | ||
Derivative, Number of Instruments Held | Segment | 11 | |
Derivative, notional amount | $ | $ 18,221,000 | $ 4,424,000 |