NEOG Neogen Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 10, 2024

 

NEOGEN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Michigan	0-17988	38-2367843
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

620 Lesher Place Lansing, Michigan	48912
(Address of principal executive offices)	(Zip Code)

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

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

 

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

N/A

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

 

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

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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

 

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Item 2.02 Results of Operations and Financial Condition

On October 10, 2024, Neogen Corporation issued a press release announcing results of operations for its fiscal 2025 first quarter ended August 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this report. This Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Registrant, whether made before or after the date of this report, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits

99.1	Press Release dated October 10, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

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

 

			NEOGEN CORPORATION
			(Registrant)
Date: October 10, 2024			/s/ David H. Naemura
			David H. Naemura
			Chief Financial Officer

 

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Exhibit 99.1

Neogen Announces First-Quarter 2025 Results

 

LANSING, Mich., October 10, 2024 – Neogen Corporation (NASDAQ: NEOG) announced today the results of the first quarter ended August 31, 2024.

“During the first quarter, the focus of our teams shifted from managing through the initial complexity of exiting the transition service agreements from the 3M transaction to gaining market share,” said John Adent, Neogen’s President and Chief Executive Officer. “The system-related issues in our distribution center that impacted our order fulfillment rates were resolved and the business was not constrained by shipping. In our Food Safety segment, we saw encouraging initial traction from our targeted share-gain activities and generated positive core revenue growth while continuing to navigate soft end-market conditions. In our Animal Safety segment, the end market is near what we believe are cyclical lows. However, sales of our products to end users remained supportive, with the decline in core revenue driven by a combination of mixed channel inventory movements at our distribution partners and timing impacts. Operationally, our margins in the quarter were affected by the lower total volumes, as well as some higher costs in the area of shipping and distribution. We have mitigating initiatives currently underway and will be taking additional targeted actions to protect margins."

Adent continued, “The value proposition of Neogen’s food safety solutions and expertise has never been more relevant than it is today. We provide an important and relatively inexpensive line of defense in the rapid detection of contaminants in the production and distribution of food and beverages. As evidenced by some unfortunate higher-profile incidents recently, contaminated products reaching consumers is something we all work to avoid. Beyond the obvious tragic consequences that can result, the costs of any associated recalls, litigation, brand damage or even facility closures can be tremendous. In addition to our broad portfolio of globally validated products, we have longstanding experience as a trusted partner that we’re able to leverage in structuring robust food safety testing programs to help avoid these outcomes. Our commercial teams are having an increasing amount of constructive dialogue with customers on this front and we’re looking forward to continuing to demonstrate our capabilities as a reliable, knowledgeable source of leading food safety testing solutions.”

Financial and Business Highlights

Revenues for the first quarter were $217.0 million, a decrease of 5.3% compared to $229.0 million in the prior year. Core revenue, which excludes the impacts of foreign currency translation, as well as acquisitions completed and product lines discontinued in the last 12 months, declined by 1.4%. Acquisitions and discontinued product lines did not impact core growth this quarter, while foreign currency had a negative impact of 3.9%.

Net loss for the first quarter was $12.6 million, or $(0.06) per diluted share, compared to net income of $1.5 million, or $0.01 per diluted share, in the prior-year period. Adjusted Net Income was $14.4 million, or $0.07 per diluted share, compared to $23.7 million, or $0.11 per diluted share, in the prior-year period. The decline in Adjusted Net Income was driven primarily by the lower level of operating income.

Gross margin was 48.4% in the first quarter of fiscal 2025. This compares to a gross margin of 51.0% in the same quarter a year ago, with the decrease primarily due to lower volume and continued higher distribution costs. Adjusting for transaction- and integration-related costs, as well as discontinued product costs, gross margin was 50.7% in the first quarter compared to 51.6% in the prior-year quarter.

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First-quarter Adjusted EBITDA was $43.7 million, representing an Adjusted EBITDA Margin of 20.1%, compared to $52.4 million and a margin of 22.9% in the prior-year period. The decline in Adjusted EBITDA Margin was driven by lower revenue and the lower gross margin, as well as additional negative impact from the full cost to exit the various transition service agreements that had been in place, including higher shipping costs.

Food Safety Segment

Revenues for the Food Safety segment were $159.3 million in the first quarter, a decrease of 4.2% compared to $166.3 million in the prior year, consisting of 1.1% core growth, a 0.1% contribution from acquisitions and discontinued product lines and a negative foreign currency impact of 5.4%. The core growth was driven by a solid performance in the biosecurity and indicator testing, culture media & other product categories, including Petrifilm, partially offset by lower sales in the bacterial & general sanitation and natural toxins & allergens product categories.

Animal Safety Segment

Revenues for the Animal Safety segment were $57.6 million in the first quarter, a decrease of 8.1% compared to $62.7 million in the prior year, consisting of a 7.8% core revenue decline and 0.3% headwind from discontinued product lines. The decline was driven primarily by lower sales in our animal care & other and biosecurity product categories.

On a global basis, the Company’s Genomics business experienced a core revenue decline in the mid-single-digit range, reflecting modest sequential improvement from the fourth quarter. Increased sales in international beef and dairy markets were offset by the impact of customer attrition in the U.S., a result of the shift in strategic focus towards larger production animals, as well as weakness on the companion animal side of the market.

Liquidity and Capital Resources

As of August 31, 2024, the Company had total cash of $120.5 million and total outstanding non-current debt of $900.0 million, as well as committed borrowing headroom of $150.0 million.

Fiscal Year 2025 Outlook

The Company is maintaining its full-year outlook. Revenue is expected to be in the range of $925 million to $955 million, with Adjusted EBITDA in the range of $215 million to $235 million. The Company continues to expect capital expenditures to be approximately $85 million, including approximately $55 million related specifically to the integration of the former 3M Food Safety Division.

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Conference Call and Webcast

Neogen Corporation will host a conference call today at 8:00 a.m. Eastern Time to discuss the Company’s financial results. The live webcast of the conference call and accompanying presentation materials can be accessed through Neogen’s website at neogen.com/investor-relations. For those unable to access the webcast, the conference call can be accessed by dialing (800) 836-8184 (U.S.) or +1 (646) 357-8785 (International) and requesting the Neogen Corporation First Quarter 2025 Earnings Call. A replay of the conference call and webcast will be available shortly following the conclusion of the call, and can be accessed domestically or internationally by dialing (888) 660-6345 or +1 (646) 517-4150, respectively, and providing the entry code 28867, or through Neogen’s Investor Relations website at neogen.com/investor-relations.

About Neogen

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

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

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NEOGEN CORPORATION

UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

(In thousands, except for share and per share amounts)

 

		Three months ended August 31,
		2024				2023
Revenue
Food Safety		$	159,345			$	166,278
Animal Safety			57,619				62,709
Total revenue			216,964				228,987
Cost of revenues			112,038				112,226
Gross profit			104,926				116,761
Operating expenses
Sales & marketing			45,799				45,783
Administrative			51,671				45,121
Research & development			5,199				6,722
Total operating expenses			102,669				97,626
Operating income			2,257				19,135
Interest expense, net			(17,622	)			(16,666	)
Other expense			(244	)			(806	)
(Loss) income before tax			(15,609	)			1,663
Income tax (benefit) expense			(3,000	)			160
Net (loss) income		$	(12,609	)		$	1,503
Net (loss) earnings per diluted share		$	(0.06	)		$	0.01
Shares to calculate per share amount			216,695,348				216,846,106

 

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NEOGEN CORPORATION

UNAUDITED CONSOLIDATED BALANCE SHEET

(In thousands, except share amounts)

		August 31, 2024				May 31, 2024
Assets
Current Assets
Cash and cash equivalents		$	120,477			$	170,611
Marketable securities			—				325
Accounts receivable, net of allowance of $4,137 and $4,140			167,639				173,005
Inventories, net of reserves of $17,209 and $12,361			198,596				189,267
Prepaid expenses and other current assets			53,938				56,025
Total Current Assets			540,650				589,233
Net Property and Equipment			300,971				277,104
Other Assets
Right of use assets			14,311				14,785
Goodwill			2,137,494				2,135,632
Intangible assets, net			1,489,751				1,511,653
Other non-current assets			19,996				20,426
Total Assets		$	4,503,173			$	4,548,833
Liabilities and Stockholders’ Equity
Current Liabilities
Current portion of finance lease		$	2,651			$	2,447
Accounts payable			61,464				83,061
Accrued compensation			15,803				19,949
Income tax payable			11,102				10,449
Accrued interest			3,554				10,985
Deferred revenue			5,635				4,632
Other accruals			22,480				22,800
Total Current Liabilities			122,689				154,323
Deferred Income Tax Liability			317,574				326,718
Non-current debt			889,129				888,391
Other non-current liabilities			38,589				35,259
Total Liabilities			1,367,981				1,404,691
Commitments and Contingencies
Equity
Preferred stock, $1.00 par value, 100,000 shares authorized, none issued    and outstanding			—				—
Common stock, $0.16 par value, 315,000,000 shares authorized, 216,698,138 and 216,614,407 shares issued and outstanding			34,672				34,658
Additional paid-in capital			2,588,930				2,583,885
Accumulated other comprehensive loss			(31,421	)			(30,021	)
Retained earnings			543,011				555,620
Total Stockholders’ Equity			3,135,192				3,144,142
Total Liabilities and Stockholders’ Equity		$	4,503,173			$	4,548,833

 

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NEOGEN CORPORATION

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

		Three months ended August 31,
		2024				2023
Cash Flows (used for) provided by Operating Activities
Net (loss) income		$	(12,609	)		$	1,503
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization			29,800				28,734
Deferred income taxes			(9,119	)			998
Share-based compensation			3,982				2,638
Loss on disposal of property and equipment			77				—
Amortization of debt issuance costs			860				860
Other			(261	)			—
Change in operating assets and liabilities, net of business acquisitions:
Accounts receivable, net			4,796				16,242
Inventories, net			(9,939	)			(6,304	)
Prepaid expenses and other current assets			(1,733	)			(12,925	)
Accounts payable and accrued liabilities			(15,881	)			4,980
Interest expense accrual			(7,431	)			(7,711	)
Change in other non-current assets and non-current liabilities			(456	)			(6,006	)
Net Cash (used for) provided by Operating Activities			(17,914	)			23,009
Cash Flows used for Investing Activities
Purchases of property, equipment and other non-current intangible assets			(38,433	)			(30,630	)
Proceeds from the maturities of marketable securities			325				21,905
Proceeds from the sale of property and equipment and other			4,446				41
Net Cash used for Investing Activities			(33,662	)			(8,684	)
Cash Flows provided by Financing Activities
Exercise of stock options and issuance of employee stock purchase plan shares			1,077				1,062
Repayment of long-term debt and finance lease			(98	)			—
Net Cash provided by Financing Activities			979				1,062
Effects of Foreign Exchange Rate on Cash			463				205
Net (Decrease) Increase in Cash and Cash Equivalents			(50,134	)			15,592
Cash and Cash Equivalents, Beginning of Year			170,611				163,240
Cash and Cash Equivalents, End of Year		$	120,477			$	178,832

 

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Non-GAAP Financial Measures

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

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

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

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

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NEOGEN CORPORATION

RECONCILIATION OF NET(LOSS) INCOME TO ADJUSTED EBITDA

(In thousands, except for percentages)

 

		Three months ended August 31,
		2024				2023
Net (loss) income		$	(12,609	)		$	1,503
Income tax (benefit) expense			(3,000	)			160
Depreciation and amortization			29,800				28,734
Interest expense, net			17,622				16,666
EBITDA		$	31,813			$	47,063
Share-based compensation			3,982				2,638
FX transaction gain on loan and other revaluation (1)			(320	)			(290	)
Certain transaction fees and integration costs (2)			5,122				1,951
Severance and other employment costs			370				559
Contingent consideration adjustments			—				300
ERP expense (3)			1,835				128
Discontinued product line expense (4)			912				20
Adjusted EBITDA		$	43,714			$	52,369
Adjusted EBITDA margin (% of sales)			20.1	%			22.9	%

 

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NEOGEN CORPORATION

RECONCILIATION OF NET (LOSS) INCOME TO ADJUSTED NET INCOME

(In thousands, except for per share)

 

		Three months ended August 31,
		2024				2023
Net (loss) income		$	(12,609	)		$	1,503
Amortization of acquisition-related intangibles			23,138				23,325
Share-based compensation			3,982				2,638
FX transaction gain on loan and other revaluation (1)			(320	)			(290	)
Certain transaction fees and integration costs (2)			5,122				1,951
Severance and other employment costs			370				559
Contingent consideration adjustments			—				300
ERP expense (3)			1,835				128
Discontinued product line expense (4)			912				20
Estimated tax effect of above adjustments (5)			(8,052	)			(6,447	)
Adjusted Net Income		$	14,378			$	23,687
Adjusted Earnings per Share		$	0.07			$	0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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NEOGEN CORPORATION

RECONCILIATION OF GROWTH TO CORE GROWTH

(In thousands)

 

		Q1 FY25				Q1 FY24				Growth		Foreign Currency		Acquisitions / Divestitures		Core Revenue Growth
Food Safety		$	159,345			$	166,278			(4.2%)		(5.4%)		0.1%		1.1%
Animal Safety			57,619				62,709			(8.1%)		0.0%		(0.3%)		(7.8%)
Total Neogen		$	216,964			$	228,987			(5.3%)		(3.9%)		0.0%		(1.4%)

 

 

Source: Neogen Corporation

Contact

Bill Waelke

(517) 372-9200

ir@neogen.com

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v3.24.3

Document and Entity Information	Oct. 10, 2024
Cover [Abstract]
Entity Registrant Name	NEOGEN CORP
Amendment Flag	false
Entity Central Index Key	0000711377
Document Type	8-K
Document Period End Date	Oct. 10, 2024
Entity Incorporation State Country Code	MI
Entity File Number	0-17988
Entity Tax Identification Number	38-2367843
Entity Address, Address Line One	620 Lesher Place
Entity Address, City or Town	Lansing
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48912
City Area Code	517
Local Phone Number	372-9200
Security 12b Title	Common Stock, $0.16 par value per share
Trading Symbol	NEOG
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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