1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 (e) under the Securities Exchange Act of 1934) as of May 31, 2024.
−Removed: Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure the information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Based on management’s evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of May 31, 2024, because of the material weaknesses described below.
+Added: The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d[1]15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2025, was carried out under the supervision and with the participation of the Company’s management, including the President & Chief Executive Officer and Chief Financial Officer (“the Certifying Officers”), using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).
+Added: Based on the evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures were not effective as of such date due to material weaknesses in internal control over financial reporting, referenced below.
Management’s Report on Internal Control over Financial Reporting
7 unchanged sentences
Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of May 31, 2024, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Management’s assessment of the Company’s internal control over financial reporting identified the following material weakness that existed as of May 31, 2023.
−Removed: As of May 31, 2024, management believes our remediation efforts have been effective with respect to this material weakness and that the associated control is now effective as of May 31, 2024:
−Removed: • A material weakness in internal control related to ineffective operation of management review controls related to the accounting, valuation and purchase price allocation of the Company’s acquisitions and associated goodwill.
−Removed: Specifically, we did not maintain adequate documentation supporting the precision of the operating effectiveness of certain associated management review controls.
−Removed: Management’s assessment of the Company’s internal control over financial reporting identified the following material weaknesses that existed as of May 31, 2024.
−Removed: These material weaknesses also existed as of May 31, 2023.
−Removed: • We identified a material weakness in internal control related to ineffective information technology general controls (ITGCs) in the areas of user access and change management over certain information technology (IT) systems that support the Company’s financial reporting processes.
+Added: Under the supervision of and with the participation of our management, including the Chief Executive Officer, Chief Financial Officer and the Chief Accounting Officer, we assessed the effectiveness of our internal control over financial reporting as of May 31, 2025, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).
+Added: The objective of this assessment was to determine whether our internal control over financial reporting was effective as of May 31, 2025.
+Added: Based on management’s assessment, we have concluded that our internal control over financial reporting was ineffective as of May 31, 2025, due to the material weaknesses relating to our control activities as well as the related information and communication processes described below.
+Added: Material Weakness
+Added: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
+Added: Remediation of Previously Identified Material Weaknesses
+Added: Management's assessment of the Company’s internal control over financial reporting identified the following material weaknesses that existed as of May 31, 2023 and 2024.
+Added: As of May 31, 2025, management believes our remediation efforts have been effective with respect to these material weaknesses and that the associated controls are now effective as of May 31, 2025:
+Added: • A material weakness in internal control related to ineffective information technology general controls (ITGCs) in the areas of user access and change management over certain information technology (IT) systems that support the Company’s financial reporting processes.
Specifically, we did not design and maintain:
2 unchanged sentences
As a result, manual business process controls that are dependent on the affected ITGCs were also deemed ineffective, because they could have been adversely impacted to the extent that they rely upon information and configurations from the affected IT systems.
−Removed: • We identified a material weakness in internal control related to ineffective period-end invoice accrual controls that are designed to ensure the completeness and accuracy of accrued expenses and accrued capital assets.
−Removed: These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and therefore, we concluded that the deficiencies represent material weaknesses.
+Added: • A material weakness in internal controls related to controls over period-end invoice accruals that are designed to ensure the completeness and accuracy of accrued expenses and accrued capital assets.
+Added: In fiscal year 2025, we implemented measures designed to improve internal control over financial reporting to remediate the controls that led to the material weaknesses described above.
+Added: Such remediation measures included:
+Added: • We hired additional accounting and information technology resources with the required technical expertise and clearly defined roles and responsibilities;
+Added: • We enhanced the overall identification and review process relating to invoices to be accrued for to ensure the completeness and accuracy of accrued expenses and capital assets;
+Added: • We enhanced our processes to evaluate, monitor and approve user access reviews and change management controls;
+Added: • We conducted additional training on the Company’s enhanced invoice accrual, user access review and change management controls.
+Added: Identified Material Weaknesses
+Added: As a result of management’s assessment of the Company’s internal control over financial reporting, we have concluded that as of May 31, 2025, the Company had deficiencies in the control activities and information and communication components of the COSO Framework that constitute material weaknesses, either individually or in aggregate.
+Added: Control Activities
+Added: We did not design, implement, and/or operate effective control activities, across substantially all of the Company’s business and financial reporting processes to adequately achieve complete and accurate financial accounting, reporting, and disclosures based on the criteria established in the COSO Framework and we identified deficiencies in the principles associated with the control activities component of the COSO
+Added: The following items contributed to the material weakness in control activities, either individually or in aggregate:
+Added: • Management did not maintain effective management review controls to adequately support certain assumptions applied in its goodwill valuation analysis.
+Added: Information and Communication
+Added: We did not consistently generate or provide adequate quality supporting information and communication based on the criteria established in the COSO Framework and we identified deficiencies in the principles associated with the information and communication component of the COSO Framework.
+Added: The following were contributing factors to the material weakness in information and communication:
+Added: • Management did not consistently retain information and documentation to adequately support the functions of internal control, including controls over information produced by the entity used in connection with control activities.
+Added: • Management did not adequately communicate information internally to enable personnel to sufficiently understand internal control responsibilities.
+Added: These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis, and therefore, we concluded that the deficiencies represent material weaknesses.
As a result of these material weaknesses, management has concluded that our internal control over financial reporting was not effective as of May 31, 2025.
−Removed: Following identification of these material weaknesses and prior to filing this Annual Report on Form 10-K, we completed additional procedures and concluded that our consolidated financial statements included in this Form 10-K have been prepared in accordance with U.S.
−Removed: GAAP and fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-K.
+Added: However, after giving full consideration to these material weaknesses, and the additional analyses and other procedures that we performed to ensure that our consolidated financial statements were prepared in accordance with US GAAP, we have concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with US GAAP.
The Company’s independent registered public accounting firm, BDO USA, P.C., which has audited and reported on our consolidated financial statements, issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of May 31, 2025, which is included in this annual report below.
−Removed: Plan of Remediation
−Removed: Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to these material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.
−Removed: When fully implemented and operational, we believe that these actions will remediate the underlying causes of the material weaknesses and strengthen our internal control over financial reporting.
−Removed: The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
−Removed: As we implement these remediation efforts, we may determine that additional steps may be necessary to remediate the material weaknesses.
−Removed: We cannot provide assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time.
−Removed: We will continue to assess the effectiveness of our remediation efforts in connection with our evaluations of internal control over financial reporting.
+Added: Ongoing Remediation Efforts
+Added: Management continues to implement and evaluate measures designed to remediate control deficiencies and enhance the overall internal control environment.
+Added: These actions are intended to ensure that internal controls are properly designed, effectively implemented, and reliably operated.
+Added: Our ongoing and prospective initiatives include:
+Added: • Enhancing the design, implementation, and execution of existing control activities, while developing new controls as needed to address identified risks;
+Added: • Enhancing internal controls documentation, including the retention of adequate documentary evidence to demonstrate precision in review procedures and the effective operation of management review controls;
+Added: • Expanding and formalizing entity-level controls and policies to respond to evolving risks, ensure proper communication and information flow, and promote accountability;
+Added: • Developing and deploying document retention protocols aligned with internal control requirements, also planned for implementation in the first quarter of fiscal year 2026;
+Added: • Providing training and ongoing education to control owners on the principles of the COSO Internal Control – Integrated Framework (2013), and reinforcing a culture of compliance and accountability;
+Added: • Hiring and retaining qualified personnel and external resources to support enhanced control ownership, including the appointment of a dedicated Director of Internal Controls.
Changes in Internal Control over Financial Reporting
−Removed: Other than the material weaknesses and related remediation efforts described above, no changes in our internal control over financial reporting were identified as having occurred during the quarter ended May 31, 2024 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
+Added: Other than with respect to the remediation efforts in connection with the material weaknesses described above, no changes in our internal control over financial reporting were identified as having occurred during the fourth quarter of fiscal year 2025 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
18 unchanged sentences
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Material weaknesses were identified regarding management’s failure to design and maintain controls (i) over information technology general controls in the areas of user access and change management over certain information technology systems that support the Company’s financial reporting processes and (ii) period-end invoice accrual controls as described in management’s assessment.
−Removed: These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 financial statements, and this report does not affect our report dated July 30, 2024 on those financial statements.
+Added: Material weaknesses were identified regarding management’s failure to design and maintain controls (i) to adequately achieve complete and accurate financial accounting, reporting and disclosures and (ii) to consistently retain information and documentation to adequately support functions of internal control or communicate information internally to personnel.
+Added: These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated July 30, 2025 on those consolidated financial statements.
Definition and Limitations of Internal Control over Financial Reporting
9 unchanged sentences
OTHER INFORMATION
+Added: The Company’s Board of Directors appointed Mikhael Nassif to the Board of Directors, effective August 11, 2025.
+Added: Nassif was appointed as the President and CEO of the Company, also effective August 11, 2025.
+Added: As a non-independent director, it is not expected that Mr.
+Added: Nassif will serve on any Board committees.
+Added: Nassif will not receive any additional compensation for his service as a director of the Company.
During the quarterly period ended May 31, 2025 , no director or officer (as defined in SEC Rule 16a-1(f)) of the Company adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).
18 unchanged sentences
(a) (1) and (2) and (c).
−Removed: The response to this portion of ITEM 15 is submitted as a separate section of this report starting on page F-1.
+Added: The response to this portion of ITEM 15 is submitted as a separate section of this report starting on page 58 .
(a) (3) and (b).
18 unchanged sentences
Bank Trust Company, National Association, as trustee, Neogen Corporation and certain of its subsidiaries (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed September 1, 2022).
−Removed: Description of the Common Stock of Neogen Corporation.
+Added: Description of the Common Stock of Neogen Corporation (incorporated by reference to Exhibit 4.3 to the Annual Report on Form 10-K filed July 30, 2024).
Material Contracts
15 unchanged sentences
333-263667), filed with the SEC on July 27, 2022).
+Added: Amendment No.1 and Refinancing Amendment to Credit Agreement, dated as of April 4, 2025, among Neogen Corporation, Neogen Food Safety Corporation, as borrowers, and certain subsidiaries, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 7, 2025) .
Neogen Corporation 2018 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed August 28, 2018).
Neogen Corporation 2023 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed September 18, 2023).
−Removed: Form of Management Stock Option Award Agreement.
−Removed: Form of Management Restricted Share Unit Award Agreement.
+Added: Form of Management Stock Option Award Agreement (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K filed July 30, 2024).
+Added: Form of Management Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed July 30,2024).
Form of Severance Letter Agreement entered into with executive officers (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 31, 2023).
Option Agreement between Neogen Corporation and David H.
−Removed: Naemura, dated October 26, 2023.
−Removed: Neogen Corporation Insider Trading Policy
+Added: Naemura, dated October 26, 2023 (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-K filed July 30,2024).
+Added: Transition Agreement between Neogen Corporation and John Adent dated April 8, 2025 (incorporated by reference to Exhibit 10.1 to the Current report on Form 8-K filed April 9, 2025.)
+Added: Neogen Corporation Insider Trading Policy (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed July 30, 2024).
Listing of Subsidiaries
4 unchanged sentences
Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Clawback Policy
+Added: Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed July 30, 2024)
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
7 unchanged sentences
Executive Officer
−Removed: Chief Financial Officer
+Added: Chief Financial & Operating Officer
Chief Accounting Officer
(Principal Executive Officer)
−Removed: (Principal Financial Officer)
+Added: (Chief Financial Officer)
(Principal Accounting Officer)
2 unchanged sentences
President & Chief Executive Officer
+Added: July 30, 2025
(Principal Executive Officer)
+Added: Chief Financial & Operating Officer
July 30, 2025
(Chief Financial Officer)
−Removed: (Principal Financial Officer)
−Removed: July 30, 2024
Chief Accounting Officer
−Removed: (Principal Accounting Officer)
July 30, 2025
+Added: (Principal Accounting Officer)
Chairman of the Board of Directors
1 unchanged sentence
July 30, 2025
+Added: Thierry Bernard
July 30, 2025
1 unchanged sentence
July 30, 2025
+Added: July 30, 2025
Aashima Gupta
3 unchanged sentences
Woteki, Ph.D.
−Removed: Adent, Attorney-in-fact
−Removed: July 30, 2024
ANNUAL REPORT ON FORM 10-K
38 unchanged sentences
The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Goodwill Impairment Assessment – Food Safety Reporting Unit
+Added: Goodwill Impairment Assessment – Food Safety & Animal Safety Reporting Units
As described in Notes 1 and 6 to the consolidated financial statements, the Company’s goodwill balance was $1.065 billion at May 31, 2025, of which $0.997 billion is allocated to the Company’s Food Safety reporting unit and $0.068 billion to the Animal Safety reporting unit.
−Removed: Management reviews the carrying amounts of goodwill annually at the reporting unit level, or when indications of impairment exist, to determine if goodwill may be impaired.
+Added: Management reviews the carrying amounts of goodwill annually at the reporting unit level, or when indications of impairment exist, to determine if goodwill
+Added: may be impaired.
Goodwill is tested for impairment annually in the fourth quarter of the Company’s fiscal year.
1 unchanged sentence
As disclosed by management, the discounted cash flows approach is based on the reporting unit’s forecasted cash flows, including forecasted revenue growth rates and gross margins assumptions, that are discounted to present value using the reporting unit’s weighted average cost of capital (“WACC”) as the discount rate.
−Removed: The Company recognized no impairment during the year ended May 31, 2024.
−Removed: We identified the Goodwill Impairment Assessment related to the Food Safety reporting unit as a critical audit matter.
−Removed: Specifically, the determination of fair value of goodwill requires management to make assumptions used in the discounted cash flows approach including the assumptions of forecasted revenue growth rates, gross margins, and the discount rate.
−Removed: Auditing management’s assumptions used in calculation of the fair value of goodwill involved especially challenging and subjective auditor judgment, including the extent of specialized knowledge or skill needed.
+Added: The Company recognized $1.059 billion of impairment during the year ended May 31, 2025.
+Added: We identified the Goodwill Impairment Assessment related to the Food Safety and Animal Safety reporting units as a critical audit matter.
+Added: The determination of fair value of each reporting unit requires management to make assumptions used in the discounted cash flows approach, including the assumptions of forecasted revenue growth rates, gross margins, and the discount rate.
+Added: Auditing management’s assumptions used in the calculation of the fair value of reporting units involved especially challenging and subjective auditor judgment, including the extent of specialized knowledge or skill needed.
The primary procedures we performed to address this critical audit matter included:
• Evaluating the reasonableness of the forecasted revenue growth rates used by management by:
−Removed: (i) obtaining an understanding of the estimation process and data used by management, (ii) comparing the forecasted revenue growth rates to historical operating performance and (iii) evaluating the forecasted revenue growth rates for consistency with external peer company financial data and other industry information.
+Added: (i) comparing the forecasted revenue growth rates to historical operating performance and (ii) evaluating the forecasted revenue growth rates for consistency with external peer company financial data and other industry information.
• Evaluating the reasonableness of the gross margins by comparing to historical operating performance.
−Removed: Utilizing personnel with specialized knowledge and skill in valuation to assist in evaluating the reasonableness of the discount rate.
+Added: • Utilizing personnel with specialized knowledge and skill in valuation to assist in evaluating the reasonableness of the discount rates.
/s/ BDO USA, P.C.
5 unchanged sentences
(in thousands, except shares)
−Removed: See accompanying notes to consolidated financial statements.
Current Assets
Cash and cash equivalents
−Removed: Marketable securities, amortized cost of $ 325 and $ 83,549
+Added: Marketable securities
Accounts receivable, net
Inventory, net
+Added: Assets held for sale
Prepaid expenses and other current assets
6 unchanged sentences
Construction in progress
+Added: Total Property and Equipment
Less accumulated depreciation
2 unchanged sentences
Goodwill (note 6)
−Removed: Other non-amortizable intangible assets (note 5)
Amortizable intangible assets, net (note 6)
3 unchanged sentences
Current Liabilities
−Removed: Current portion of finance lease
+Added: Current portion of debt
Accounts payable
3 unchanged sentences
Deferred revenue
+Added: Liabilities held for sale
Other current liabilities
12 unchanged sentences
Accumulated other comprehensive loss
−Removed: Retained earnings
+Added: Retained earnings (accumulated deficit)
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
+Added: See accompanying notes to consolidated financial statements.
Neogen Corporation
12 unchanged sentences
General and administrative
+Added: Goodwill impairment
Research and development
Total Operating Expenses
−Removed: Operating Income
−Removed: Other (Expense) Income
+Added: Operating Loss (Income)
+Added: Other Expense
Interest income
Interest expense
−Removed: Total Other (Expense) Income
−Removed: (Loss) Income Before Taxes
+Added: Total Other Expense
+Added: Loss Before Taxes
Income Tax (Benefit) Expense
−Removed: Net (Loss) Income
−Removed: Net (Loss) Income Per Share
+Added: Net Loss Per Share
Weighted Average Shares Outstanding
4 unchanged sentences
Year Ended May 31,
−Removed: Net (Loss) Income
Other comprehensive income (loss)
−Removed: Foreign currency translations
−Removed: Unrealized gain (loss) on marketable securities, net of tax of $ 293 , $ 389 , and ($ 728 )
−Removed: Unrealized gain (loss) on derivative instruments, net of tax of $ 1,232 and ($ 644 )
+Added: Foreign currency translations gain (loss)
+Added: Unrealized gain on marketable securities (1)
+Added: Unrealized (loss) gain on derivative instruments (2)
Other comprehensive income (loss), net of tax:
−Removed: Total comprehensive (loss) income
+Added: Total Comprehensive Loss
+Added: (1) Amounts are net of tax of $ 293 and $ 389 during the twelve months ending May 31, 2024 and 2023, respectively.
+Added: (2) Amounts are net of tax of ($ 987 ), $ 1,232 , and ($ 644 ) during the twelve months ending May 31, 2025, 2024, and 2023 respectively.
See accompanying notes to consolidated financial statements.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: Balance, June 1, 2021
−Removed: Exercise of options, RSUs and share-based compensation expense
−Removed: Issuance of shares under employee stock purchase plan
−Removed: Other comprehensive loss
−Removed: Balance, May 31, 2022
−Removed: Exercise of options, RSUs and share-based compensation expense
+Added: Retained Earnings
+Added: Share-based compensation expense
+Added: Exercise of options and RSUs
Issuance of shares under employee stock purchase plan
1 unchanged sentence
Other comprehensive loss
−Removed: Balance, May 31, 2023
−Removed: Exercise of options, RSUs and share-based compensation expense
+Added: Share-based compensation expense
+Added: Exercise of options and RSUs
Issuance of shares under employee stock purchase plan
Other comprehensive income
−Removed: Balance, May 31, 2024
+Added: Share-based compensation expense
+Added: Exercise of options and RSUs
+Added: Issuance of shares under employee stock purchase plan
+Added: Other comprehensive income
See accompanying notes to consolidated financial statements.
4 unchanged sentences
Cash Flows provided by Operating Activities
−Removed: Net (loss) income
−Removed: Adjustments to reconcile net (loss) income to net cash from operating activities:
+Added: Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization
3 unchanged sentences
Share-based compensation
−Removed: Loss (gain) on disposal of property and equipment
+Added: (Gain) loss on disposal of property and equipment
Amortization of debt issuance costs
+Added: Goodwill and other long-lived asset impairment
+Added: Loss on refinancing and extinguishment of debt
Right of use asset amortization
1 unchanged sentence
Accounts receivable, net
−Removed: Prepaid expenses and other assets
−Removed: Accounts payable, accruals and changes
+Added: Inventories, net
+Added: Prepaid expenses and other current assets
+Added: Accounts payable and accrued liabilities
Interest expense accrual
8 unchanged sentences
Net Cash (used for) provided by Investing Activities
−Removed: Cash Flows provided by (used for) Financing Activities
+Added: Cash Flows (used for) provided by Financing Activities
Exercise of stock options and issuance of employee stock purchase plan shares
−Removed: Repayment of debt
−Removed: Payment of contingent consideration
−Removed: Debt issuance costs paid and other
−Removed: Net Cash provided by (used for) Financing Activities
+Added: Tax payments related to share-based awards
+Added: Proceeds from issuance of long-term debt
+Added: Repayment of long-term debt
+Added: Proceeds from issuance of revolving credit facility
+Added: Debt issuance costs paid
+Added: Repayment of finance lease and other
+Added: Net Cash (used for) provided by Financing Activities
Effects of Foreign Exchange Rate on Cash
−Removed: Net Increase (Decrease) in Cash and Cash Equivalents
+Added: Net (Decrease) Increase in Cash and Cash Equivalents
Cash and Cash Equivalents, Beginning of Year
2 unchanged sentences
Cash paid for interest
+Added: Property and equipment obtained for noncash consideration
Income taxes paid, net of refunds
10 unchanged sentences
All intercompany accounts and transactions have been eliminated in consolidation.
−Removed: Share and per share amounts reflect the June 4, 2021 2-for-1 stock split as if it took place at the beginning of the periods presented.
Functional Currency
4 unchanged sentences
Translation adjustments resulting from exchange rate fluctuations are recorded in other comprehensive (loss) income.
−Removed: As of May 31, 2024 and 2023 , the amounts recorded within accumulated other comprehensive loss were foreign currency translation adjustment losses of $ 31,885 and $ 30,285 , respectively.
Gains or losses from foreign currency transactions are included in other (expense) income on our consolidated statements of operations.
−Removed: During fiscal year 2024, 2023 and 2022 , the Company incurred $ 5,184, $ 5,322 and $ 40 of foreign currency losses.
−Removed: New Accounting Pronouncements Not Yet Adopted
+Added: During fiscal years 2025, 2024 and 2023 , the Company incurred $ 3,697 , $ 5,184 and $ 5,322 of foreign currency losses, respectively.
+Added: New Accounting Pronouncements Adopted
Segment Reporting (Topic 280):
5 unchanged sentences
Additionally, the amendments require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
−Removed: This update is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.
+Added: The Company adopted this pronouncement and provided required disclosures in Note 15 "Segment Information" to the consolidated financial statements.
+Added: The Company will adopt the interim requirements on June 1, 2025.
+Added: New Accounting Pronouncements Not Yet Adopted
Income Taxes (Topic 740):
5 unchanged sentences
The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.
+Added: Income Statement (Topic 220):
+Added: Expense Disaggregation Disclosures
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement.
+Added: The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating the impact that the new guidance will have on the presentation of its consolidated financial statements and accompanying notes.
Accounting Policies
6 unchanged sentences
Marketable Securities
−Removed: The Company has marketable securities held by banks or broker-dealers consisting of commercial paper and corporate bonds rated at least A-1/P-1 (short-term) and A/A2 (long-term) with original maturities between 91 days and two years .
+Added: The Company had marketable securities held by banks or broker-dealers consisting of commercial paper and corporate bonds rated at least A-1/P-1 (short-term) and A/A2 (long-term) with original maturities between 91 days and two years .
These securities are classified as available for sale.
2 unchanged sentences
If fair value is less than its amortized cost basis, then the Company evaluates whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses.
−Removed: As of May 31, 2024 and 2023 , there were no recorded allowance for credit losses related to the marketable securities.
+Added: As of May 31, 2024 , there were no recorded allowance for credit losses related to the marketable securities.
This evaluation included a review of the credit quality of the issuers, the financial health of the underlying securities, and the economic environment.
8 unchanged sentences
Commercial Paper & Corporate Bonds
−Removed: 181 days -1 year
Total Marketable Securities
1 unchanged sentence
Commercial Paper & Corporate Bonds
−Removed: The components of marketable securities as of May 31, 2023 are as follows:
−Removed: Commercial Paper & Corporate Bonds
Derivative Financial Instruments
The Company operates on a global basis and is exposed to the risk that its financial condition, results of operations and cash flows could be adversely affected by changes in foreign currency exchange rates and changes in interest rates.
−Removed: To reduce the potential effects of foreign currency exchange rate movements on net earnings, the Company enters into derivative financial instruments in the form of foreign currency exchange forward contracts with a major financial institution and has also entered into interest rate swap contracts as a hedge against increases in interest rates.
+Added: To reduce the potential effects of foreign currency exchange rate movements on net earnings, the Company enters into derivative financial instruments in the form of foreign currency exchange forward contracts with a major financial institution and has also entered into interest rate swap contracts as a hedge against changes in interest rates.
Management settles its foreign currency forward contracts monthly with its one counterparty.
2 unchanged sentences
For the Company's interest rate swap derivative, the Company designated it as a cash flow hedge in accordance with its established policy.
+Added: The interest rate swap derivative is a bilateral agreement with no margin requirements.
Each reporting period, derivatives are recorded at fair value in other current assets, other assets, accrued liabilities and other long-term liabilities.
−Removed: The change in fair value is recorded in accumulated other comprehensive (loss) income, and amounts are reclassified into interest expense on the consolidated statements of operations when transactions are realized.
−Removed: Derivatives that are not designated as hedges are adjusted to fair value with a corresponding adjustment to other (expense) income.
+Added: The change in fair value is recorded in accumulated other comprehensive loss, and amounts are reclassified into interest expense on the consolidated statements of operations when transactions are realized.
+Added: Derivatives that are not designated as hedges are adjusted to fair value with a corresponding adjustment to earnings.
The Company does not enter into derivative financial instruments for trading or speculative purposes.
10 unchanged sentences
Collateral or other security is generally not required for accounts receivable.
−Removed: As of May 31, 2024, 2023 and 2022, accounts receivable, net was $ 173,005, $ 153,253 and $ 99,674 , respectively, on the consolidated balance sheets.
+Added: As of May 31, 2025, 2024, and 2023 accounts receivable, net was $ 153,384 , $ 173,005 , and $ 153,253 respectively, on the balance sheets.
We maintain an allowance for customer accounts that reduces receivables to amounts that are expected to be collected.
1 unchanged sentence
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 credit losses.
−Removed: The provision is recorded within
−Removed: operating expenses on the consolidated statements of operations.
−Removed: No customer accounted for more than 10 % of accounts receivable as of May 31, 2024 or 2023 , respectively.
+Added: The provision is recorded within operating expenses on the consolidated statements of operations.
+Added: No customer accounted for more than 10 % of accounts
+Added: receivable as of May 31, 2025 or 2024 , respectively.
The activity in the allowance for credit losses was as follows:
1 unchanged sentence
Beginning Balance
+Added: Reclass to held for sale (1)
Ending Balance
+Added: (1) This is allowance for credit losses reclassified to the Company's held for sale entities.
+Added: "Assets Held for Sale" for further detail.
Inventories are stated at the lower of cost or net realizable value, determined on the first-in, first-out method.
7 unchanged sentences
The Company’s inventories are analyzed for slow moving, expired and obsolete items on a quarterly basis and the inventory reserve is adjusted as required within cost of revenues.
+Added: See Note 6 "Goodwill and Other Intangible Assets"
Property and Equipment
12 unchanged sentences
Other intangible assets include customer relationships, trademarks, licenses, trade names, developed technology, covenants not-to-compete and patents.
−Removed: Customer relationships intangibles are amortized on either an accelerated or straight line basis, reflecting the pattern in which the economic benefits are consumed, while all other amortizable intangibles are amortized on a straight line basis.
+Added: Customer relationships intangibles are amortized on either an accelerated or straight line basis, reflecting the
+Added: pattern in which the economic benefits are consumed, while all other amortizable intangibles are amortized on a straight line basis.
Intangibles are amortized over 2 to 25 years.
50 unchanged sentences
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.
−Removed: 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.
+Added: 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
+Added: one year or less.
We account for shipping and handling for products as a fulfillment activity when goods are shipped.
11 unchanged sentences
Legal costs, due diligence costs, business valuation costs and all other business acquisition costs are expensed when incurred.
+Added: Held for Sale
+Added: In accordance with ASC 360-10-45-9, the Company classifies long-lived assets or disposal groups as held for sale when all of the following criteria are met:
+Added: • Management commits to a plan to sell the asset;
+Added: • The asset is available for immediate sale in its present condition;
+Added: • An active program to locate a buyer and complete the plan has been initiated;
+Added: • The sale of the asset is probable within one year;
+Added: • The asset is being actively marketed at a price that is reasonable in relation to its current fair value;
+Added: • Significant changes to or withdrawal from the plan are unlikely.
+Added: When an asset (or disposal group) is classified as held for sale, the Company ceases to depreciate the asset and reports it at the lower of its carrying amount or fair value less costs to sell.
+Added: Any losses arising from initial classification or subsequent measurement are recognized in the consolidated statements of operations.
+Added: Gains are not recognized on the sale of a long-lived asset until the date of sale.
Loss Contingencies
17 unchanged sentences
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.
−Removed: These customer deposits are listed as Deferred revenue on the consolidated balance sheets.
−Removed: As of May 31, 2022 , deferred revenue was $ 5,460 within the consolidated balance sheets.
−Removed: During fiscal year 2024 and 2023 , the Company recorded additions of $ 13,267 and $ 11,046 to deferred revenue, respectively.
−Removed: During fiscal year 2024 and 2023 , the Company recognized $ 13,251 and $ 11,890 , respectively, of deferred revenue amounts into revenue.
−Removed: Changes in the balances relate primarily to sales of the Company's genomics services.
−Removed: On September 1, 2022, Neogen closed on a Reverse Morris Trust transaction to combine with 3M’s Food Safety business.
−Removed: Similar to Neogen, 3M’s former Food Safety business sells diagnostic test kits, dehydrated culture media and related products used by food producers and processors to detect foodborne bacteria, allergens and levels of general sanitation.
−Removed: Revenues for these products are recognized and invoiced when the product is shipped to the customer.
−Removed: These products were manufactured, invoiced and distributed by 3M on behalf of, and as directed by, Neogen to its customers under a number of transition service contracts.
−Removed: The Company has completed the exit of distribution and back office-related service contracts and currently only has a contract manufacturing agreement in place with 3M for certain products.
+Added: These customer deposits are recorded within deferred revenue on the consolidated balance sheets.
+Added: Changes in the balances relate primarily to sales of the Company's genomics services and Neogen Analytics.
+Added: The following table summarizes contract liabilities by period:
+Added: Year Ended May 31 ,
+Added: Beginning balance
+Added: Recognized into revenue
+Added: Ending balance
The following table presents disaggregated revenue by major product and service categories for the years ended May 31, 2025, 2024 and 2023:
12 unchanged sentences
Total Revenue
−Removed: Net (Loss) Income Per Share
−Removed: Basic net (loss) income per share is based on the weighted average number of common shares outstanding during each year.
−Removed: Diluted (loss) earnings per share is based on the weighted average number of common shares and dilutive potential common shares outstanding.
+Added: Net Loss Per Share
+Added: Basic net loss per share is based on the weighted average number of common shares outstanding during each year.
+Added: Diluted losses per share is based on the weighted average number of common shares and dilutive potential common shares outstanding.
Our dilutive potential common shares outstanding during the years result from dilutive stock options and restricted stock units ("RSUs").
−Removed: The following table presents the net (loss) income per share calculations:
+Added: The following table presents the net loss per share calculations:
Year Ended May 31,
−Removed: Numerator for basic and diluted net (loss) income per share — Net (Loss) Income
−Removed: Denominator for basic net (loss) income per share — Weighted average shares
+Added: Numerator for basic and diluted net loss per share — Net Loss
+Added: Denominator for basic net loss per share — Weighted average shares
Effect of dilutive stock options and restricted stock units
−Removed: Denominator for diluted net (loss) income per share
−Removed: Net (loss) income attributable per share
−Removed: Due to the net loss in fiscal 2024 and 2023, the stock options and RSUs are anti-dilutive.
−Removed: At May 31, 2024 and May 31, 2023 , approximately 332,025 and 147,671 shares, respectively, were excluded from the calculation of diluted net (loss) income per share, because the inclusion of such securities in the calculation would have been anti-dilutive.
+Added: Denominator for diluted net loss per share
+Added: Net loss attributable per share
+Added: Due to the net loss in fiscal years 2025, 2024, and 2023, the stock options and RSUs are anti-dilutive.
+Added: At May 31, 2025, May 31, 2024, and May 31, 2023 approximately 120,736 , 332,025 and 147,671 shares, respectively, were excluded from the calculation of diluted net loss per share, because the inclusion of such securities in the calculation would have been anti-dilutive.
+Added: Assets Held for Sale
+Added: In April 2025, the Company announced that it has entered into a definitive agreement to sell its global Cleaners and Disinfectants ("C&D") business to Kersia Group.
+Added: The transaction is expected to close in the first quarter of the Company's 2026 fiscal year, subject to regulatory approval and customary conditions.
+Added: The C&D business and the associated assets and liabilities met the criteria for presentation as held for sale as of May 31, 2025 .
+Added: The Company determined that the fair value less cost to sell exceeded the carrying value.
+Added: Therefore, no impairment charge was recognized.
+Added: The planned divestiture did not meet the criteria for presentation as a discontinued operation.
+Added: The major classes of assets and liabilities held for sale of the C&D business were as followed:
+Added: Year Ended May 31, 2025
+Added: Accounts receivable, net
+Added: Inventory, net
+Added: Prepaid expenses and other current assets
+Added: Property and equipment, net
+Added: Right of use assets
+Added: Amortizable intangible assets, net
+Added: Total assets held for sale
+Added: Accounts payable
+Added: Accrued compensation
+Added: Other current liabilities
+Added: Deferred income tax liability
+Added: Other non-current liabilities
+Added: Total liabilities held for sale
+Added: Subsequent Event
+Added: On July 18, 2025, the Company completed the divestiture of its global C&D business to Kersia Group for $ 130,000 in cash at closing, plus contingent consideration tied to future performance of the business.
We lease various manufacturing, laboratory, warehousing and distribution facilities, administrative and sales offices, equipment and vehicles under operating and finance leases.
38 unchanged sentences
Total lease liabilities
+Added: As of May 31, 2025 , the Company had additional leases, primarily for real estate that have not yet commenced with undiscounted lease payments of approximately $ 2,316 .
+Added: The leases are expected to commence in the first half of fiscal year 2026 with lease terms up to seven years .
Goodwill and Other Intangible Assets
−Removed: Management completed the annual impairment analysis of goodwill using a third-party quantitative and qualitative assessment as of the first day of the fourth quarter of fiscal year 2024.
−Removed: The Animal Safety reporting unit was tested by utilizing a qualitative assessment.
−Removed: The fair value of the Food Safety reporting unit was determined and compared to the carrying value.
−Removed: The inputs to the fair value are defined in the fair value hierarchy as Level 3 inputs.
−Removed: If the carrying value had exceeded the fair value, an impairment charge would have been recorded based on that difference.
+Added: In the second quarter of fiscal year 2025, the Company identified that the impact of integration challenges and end market conditions on the recent overall financial performance of the Food Safety reporting unit represented a triggering event to test goodwill within that reporting unit for impairment as of the first day of the second quarter of fiscal year 2025 .
+Added: Management utilized a third-party to quantitatively assess its Food Safety reporting unit.
+Added: Based on the results of the analysis, the carrying value of the Food Safety reporting unit exceeded its fair value.
+Added: Accordingly, an impairment charge of $ 461,390 was recorded.
+Added: Differences in the balance sheet change and impairment charge are due to foreign exchange.
+Added: Management also completed the annual impairment analysis of goodwill using a third-party quantitative assessment as of the first day of the fourth quarter of fiscal year 2025 .
+Added: Management utilized a third-party to quantitatively assess its Food Safety and Animal Safety reporting units.
+Added: Based on the results of the analysis, the carrying value of the Food Safety and Animal Safety reporting units exceeded its fair value as of March 1, 2025.
+Added: Accordingly, impairment charges of $ 584,826 and $ 13,105 were recorded for the Food Safety and Animal Safety reporting units, respectively.
+Added: The fourth quarter impairment charges were primarily caused by recent overall financial performance.
+Added: Differences in the balance sheet change and impairment charge are due to foreign exchange.
The annual impairment analysis resulted in no impairment for 2024 and 2023.
−Removed: Under the quantitative approach, fair value of the reporting unit is estimated based on a combination of an income-based approach consisting of a discounted cash flows analysis and the use of a market-based approach consisting of pricing multiples derived from an analysis of comparable public companies multiplied against historical and/or anticipated financial metrics of the reporting unit.
−Removed: Management develops its discounted cash flows analysis based on information available as of the date of our assessment, using assumptions such as forecasted revenue growth rates and gross margin assumptions that are discounted to present value.
−Removed: Management typically assigns more weight to the income-based valuation method.
−Removed: Management also evaluates the fair value estimates of the reporting units in the context of the Company’s total enterprise market value.
+Added: Fair value of the reporting unit was estimated based on a combination of an income-based approach, consisting of a discounted cash flows analysis, and a market-based approach, consisting of pricing multiples derived from an analysis of comparable public companies multiplied against historical and/or anticipated financial metrics of the reporting unit.
+Added: The inputs to the fair value are defined in the fair value hierarchy as Level 3 inputs.
The following table summarizes goodwill by reportable segment:
5 unchanged sentences
Balance, May 31, 2025
+Added: (1) Other charge includes goodwill impairment related to held for sale entities.
Intangible Assets
14 unchanged sentences
During fiscal year 2024 and 2023, the Company recorded an impairment of $ 556 and $ 2,109 , respectively, to its amortizable licenses related to discontinued product lines.
−Removed: Estimated approximate amortization expense for the next five fiscal years and thereafter is as follows:
−Removed: 2025—$ 96,000 , 2026—$ 96,000 , 2027—$ 95,000 , 2028—$ 95,000 , 2029—$ 91,000 and thereafter—$ 1,039,000 .
+Added: Estimated amortization expense for fiscal years:
+Added: 2026—$ 96,000 , 2027—$ 96,000 , 2028—$ 95,000 , 2029—$ 91,000 , and 2030—$ 90,000 , 2031 and thereafter—$ 942,000 .
If actual market conditions or the Company’s performance are less favorable than those projected by management, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill or intangible assets below the amount reflected in the balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges on its goodwill or intangible assets, which could be material, in future periods.
9 unchanged sentences
All definite-lived intangibles are amortized on a straight line basis with the exception of definite-lived customer relationships intangibles and product and service-related intangibles, which are amortized on either a straight line or an accelerated basis.
−Removed: As of May 31, 2023 , non-amortizable intangible assets included licenses of $ 569 , trademarks of $ 12,522 and other intangibles of $ 1,224 .
+Added: During the fourth quarter of fiscal year 2025, the Company identified that recent overall financial performance of its asset groups represented a triggering event to test long-lived assets for impairment as of March 1, 2025.
+Added: Management utilized a third-party to quantitatively assess its asset groups with an undiscounted cash flow analysis.
+Added: Based on the results of the analysis, the undiscounted cash flows of the asset groups exceeded their carrying value.
+Added: Accordingly, a further impairment assessment was not required.
During fiscal year 2023, the Company recorded an impairment of $ 1,000 to its non-amortizable trademarks related to discontinued product lines.
4 unchanged sentences
In conjunction with the reclassification, management completed an impairment analysis of the intangible assets using a qualitative assessment and determined that recorded amounts were not impaired.
+Added: Restructuring
+Added: The Company regularly evaluates its business and objectives to ensure that it is properly configured and sized based on changing market conditions.
+Added: Accordingly, the Company has implemented certain restructuring initiatives, including consolidation of certain facilities throughout the world and rationalization of its operations.
+Added: In fiscal year 2024, management initiated a restructuring plan to begin streamlining the Company's global genomics business.
+Added: Management continued and primarily finalized the restructuring plan to streamline operations of the Company's global genomics business.
+Added: This restructuring plan was complete by May 31, 2025.
+Added: The Company’s restructuring charges consist of severance payments, costs for outplacement services, and post-employment benefits (collectively, “employee separation costs”), other related exit costs and asset impairment charges related to restructuring activities.
+Added: These amounts are partially recorded within cost of service revenues and partially recorded within general and administrative expense on the consolidated statements of operations.
+Added: Restructuring charges by segment were as follows:
+Added: Year ended May 31,
+Added: Animal Safety
+Added: Restructuring activity for the twelve months ended May 31, 2025 was as follows:
+Added: Employee Separation Costs
+Added: Other Exit Costs
+Added: Balance as of May 31, 2024
+Added: Cash Payments
+Added: Asset impairments and other (1)
+Added: Balance as of May 31, 2025
+Added: (1) Asset impairment charges primarily relate to Inventory and Property and Equipment charges incurred by the Company's Animal Safety operating segment and global genomics business.
Business Combinations
2 unchanged sentences
Goodwill recognized in the acquisitions described below relates primarily to enhancing the Company’s strategic platform for the expansion of available product offerings.
−Removed: CAPInnoVet, Inc.
−Removed: In September 2021, the Company acquired all of the stock of CAPInnoVet, Inc., a companion animal health business that provides pet medications to the veterinary market.
−Removed: This acquisition provided entry into the retail parasiticide market and enhanced the Company’s presence in companion animal markets.
−Removed: Consideration for the purchase was net cash of $ 17,900 paid at closing.
−Removed: There also is the potential for performance milestone payments to the former owners of up to $ 6,500 and the Company could incur up to $ 14,500 in future royalty payments.
−Removed: The final purchase allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $ 308 , inventory of $ 531 , prepayments of $ 296 , accounts payable of $ 120 , other current liabilities of $ 84 , non-current liabilities of $ 6,500 , intangible assets of $ 19,200 and the remainder to goodwill (deductible for tax purposes).
−Removed: Upon revaluation of the contingent liability throughout fiscal year 2024 and 2023, the Company recognized a loss of $ 300 and a gain of $ 300 , respectively, on the performance milestone liability, recorded within other expense.
−Removed: The business is operated from our location in Lexington, KY, reporting within the Animal Safety segment.
−Removed: In November 2021, the Company acquired all of 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.
−Removed: Consideration for the purchase was net cash of $ 9,500 paid at closing.
−Removed: The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $ 1,059 , inventory of $ 972 , net property, plant and equipment of $ 152 , prepayments of $ 31 , accounts payable of $ 497 , other current liabilities of $ 378 , non-current deferred tax liabilities of $ 780 , intangible assets of $ 3,100 and the remainder to goodwill (non-deductible for tax purposes).
−Removed: The companies continue to operate from their current location in Liverpool, England, reporting within the Food Safety segment and are managed through Neogen’s Scotland operation.
−Removed: Genetic Veterinary Sciences, Inc.
−Removed: In December 2021, the Company acquired all of 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.
−Removed: This acquisition further expanded the Company’s presence in the companion animal market.
−Removed: Consideration for the purchase was $ 11,300 in net cash.
−Removed: T he final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $ 38 , net inventory of $ 292 , net property, plant and equipment of $ 399 , prepayments of $ 54 , accounts payable of $ 325 , unearned revenue of $ 1,900 , other current liabilities of $ 321 , intangible assets of $ 5,500 and the remainder to goodwill (deductible for tax purposes).
−Removed: The business is operated from the Company's location in Lincoln, Nebraska, reporting within the Animal Safety segment.
−Removed: Since completion of initial estimates in the second quarter of fiscal year 2022, the Company has recorded insignificant measurement period adjustments, which resulted in a decrease to the base purchase price.
Thai-Neo Biotech Co., Ltd.
−Removed: On July 1, 2022, the Company acquired all of the stock of Thai-Neo Biotech Co., Ltd., a longstanding distributor of Neogen’s food safety products to Thailand and Southeast Asia.
+Added: In July 2022, the Company acquired all of the stock of Thai-Neo Biotech Co., Ltd., a longstanding distributor of Neogen’s food safety products to Thailand and Southeast Asia.
This acquisition gives Neogen a direct sales presence in Thailand.
−Removed: Consideration for the purchase was $ 1,581 in net cash, with $ 1,310 paid at closing, $ 37 paid on November 29, 2022 as a working capital adjustment and $ 234 paid on October 1, 2023.
+Added: Consideration for the purchase was $ 1,581 in net cash, with $ 1,310 paid at closing, $ 37 paid in November 2022 as a working capital adjustment and $ 234 paid in October 2023.
The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included intangible assets of $ 620 (with an estimated life of 10 years).
1 unchanged sentence
Corvium Acquisition
−Removed: On February 10, 2023, the Company acquired certain assets as part of an asset purchase agreement with Corvium, Inc., a partner and supplier within the Company's software analytics platform.
+Added: In February 2023, the Company acquired certain assets as part of an asset purchase agreement with Corvium, Inc., a partner and supplier within the Company's software analytics platform.
This acquisition, which primarily includes the software technology, advances the Company's food safety data analytics strategy.
3 unchanged sentences
This transaction is a business combination and was accounted for using the acquisition method.
−Removed: There also is the potential for performance milestone payments of up to $ 8,500 based on successful implementation of the software service at customer sites and sale of licenses.
−Removed: As a result, the Company has recorded contingent liabilities of $ 930 as part of the opening balance sheet within other non-current liabilities, as shown below.
−Removed: In fiscal year 2024, the first milestone period occurred, resulting in no performance milestone payment.
+Added: There was also the potential for performance milestone payments of up to $ 8,500 based on successful implementation of the software service at customer sites and sale of licenses.
+Added: As a result, the Company recorded contingent liabilities of $ 930 as part of the opening balance sheet within other non-current liabilities.
In the first quarter of fiscal 2024, the Company recorded an increase to intangible assets of $ 100 , based on finalization of a third-party advisor's valuation work and fair value estimates.
1 unchanged sentence
These values are Level 3 fair value measurements.
−Removed: The final purchase price allocation, based upon the fair value of these assets acquired and liabilities assumed, which was determined using the income approach, is summarized in the following table:
−Removed: Prepaids and other current assets
−Removed: Property, plant and equipment
−Removed: Intangible assets
−Removed: Deferred revenue
−Removed: Adjustment of annual license prepaid
−Removed: Other non-current liabilities
−Removed: Total identifiable assets and liabilities acquired
−Removed: Total purchase consideration
−Removed: For each completed acquisition listed above, the revenues and net income were not considered material and were therefore not disclosed.
+Added: In the third quarter of the fiscal 2025, the company reversed the contingent liabilities of $ 930 .
+Added: The final milestone payment was not achieved, resulting in a full reversal of the liability.
3M Food Safety Transaction
−Removed: On September 1, 2022, Neogen, 3M and Neogen Food Safety Corporation, formerly named Garden SpinCo, a subsidiary created to carve out 3M’s FSD, closed on a transaction combining 3M’s FSD with Neogen in a Reverse Morris Trust transaction and Neogen Food Safety Corporation became a wholly owned subsidiary of Neogen (“FSD transaction”).
+Added: In September 2022, Neogen, 3M and Neogen Food Safety Corporation, formerly named Garden SpinCo, a subsidiary created to carve out 3M’s FSD, closed on a transaction combining 3M’s FSD with Neogen in a Reverse Morris Trust transaction and Neogen Food Safety Corporation became a wholly owned subsidiary of Neogen (“FSD transaction”).
Immediately following the FSD transaction, pre-merger Neogen Food Safety Corporation stockholders owned, in the aggregate, approximately 50.1 % of the issued and outstanding shares of Neogen common stock and pre-merger Neogen shareholders owned, in the aggregate, approximately 49.9 % of the issued and outstanding shares of Neogen common stock.
This transaction is a business combination and was accounted for using the acquisition method.
−Removed: The acquired business is a leading provider of food safety testing solutions.
−Removed: It offers a broad range of food safety testing products that support multiple industries within food and beverage, helping producers to prevent and protect consumers from foodborne illnesses.
The purchase price consideration for the 3M FSD was $ 3.2 billion, net of customary purchase price adjustments and transaction costs, which consisted of 108,269,946 shares of Neogen common stock issued on closing with a fair value of $ 2.2 billion and non-cash consideration of $ 1 billion, funded by the additional financing obtained by Garden SpinCo and assumed by the Company as part of the transaction.
−Removed: "Long-Term Debt" for further detail on the debt incurred.
In the first quarter of fiscal 2024, the Company recorded adjustments to goodwill and intangible assets, based on third-party advisor's valuation work and fair value estimates, resulting in an increase to goodwill and a decrease to the intangible assets balance.
The Company also recorded adjustments to deferred tax liabilities, which increased the balance, based on finalization of entity income tax provisions.
−Removed: The excess of the purchase price over the fair value of the net tangible assets and identifiable intangible assets of $ 1.97 billion was recorded as goodwill, of which $ 1.92 billion is not deductible for tax purposes.
−Removed: Goodwill includes value associated with profits earned from market and expansion capabilities, expected synergies from integration and streamlining operational activities, the expertise and reputation of the assembled workforce and other intangible assets that do not qualify for separate recognition.
−Removed: These values are Level 3 fair value measurements.
−Removed: The final purchase price allocation, based upon the fair value of these assets acquired and liabilities assumed, which was determined using the income approach, is summarized in the following table:
−Removed: Cash and cash equivalents
−Removed: Other current assets
−Removed: Property, plant and equipment
−Removed: Intangible assets
−Removed: Right of use asset
−Removed: Lease liability
−Removed: Deferred tax liabilities
−Removed: Other liabilities
−Removed: Total identifiable assets and liabilities acquired
−Removed: Total purchase consideration
−Removed: The following table summarizes the intangible assets acquired and the useful life of these assets.
−Removed: Useful Life in Years
−Removed: Trade Names and Trademarks
−Removed: Developed Technology
−Removed: Customer Relationships
−Removed: Total intangible assets acquired
−Removed: The Company determined the fair value of the acquired customer relationships intangible assets by applying the multi-period excess earnings method, which involved the use of significant estimates and assumptions related to forecasted revenue growth rate and customer attrition rate.
−Removed: Valuation specialists were used to develop and evaluate the appropriateness of the multi-period excess earnings method, the Company's discount rates, attrition rate and fair value estimates using its cash flow projections.
The following table presents unaudited pro forma information as if the merger with the 3M FSD business had occurred on June 1, 2021 and had been combined with the results reported in our consolidated statements of operations for all periods presented:
3 unchanged sentences
The unaudited pro forma information presented above includes adjustments primarily for amortization charges for acquired intangible assets and certain acquisition-related expenses for legal and professional fees.
−Removed: In connection with the acquisition of the 3M FSD, the Company and 3M entered into several transition service agreements, including manufacturing, distribution and certain back-office support, that have been accounted for separately from the acquisition of assets and assumption of liabilities in the business combination.
−Removed: The Company has completed the exit of distribution and back office-related service contracts and currently only has a contract manufacturing agreement in place for Petrifilm ® products;
−Removed: the initial term of which expires in September 2026.
Long-Term Debt
The Company’s long-term debt consists of the following:
+Added: Revolver Facility
Finance Lease
4 unchanged sentences
Total non-current debt, net
−Removed: The Company had a financing agreement with a bank providing for a $ 15,000 unsecured revolving line of credit, which originally expired on November 30, 2023 , but was replaced by the five-year senior secured revolving facility as part of the Credit Facilities described below.
−Removed: There were no advances against the line of credit during fiscal 2023 before the line of credit was extinguished.
−Removed: Interest on any borrowings under that agreement was at LIBOR plus 100 basis points .
−Removed: Financial covenants included maintaining specified levels of tangible net worth, debt service coverage, and funded debt to EBITDA, each of which the Company was in compliance with during the period the line of credit was available.
Credit Facilities
−Removed: On June 30, 2022, Neogen Food Safety Corporation entered into a credit agreement consisting of a five-year senior secured term loan facility (“term loan facility”) in the amount of $ 650,000 and a five-year senior secured revolving facility (“revolving facility”) in the amount of $ 150,000 (collectively, the “Credit Facilities”) to fund the FSD transaction.
−Removed: The term loan facility was drawn on August 31, 2022, to fund the closing of the FSD transaction on September 1, 2022 while the revolving facility was undrawn and continues to be undrawn as of May 31, 2024.
+Added: On June 30, 2022, Neogen Food Safety Corporation entered into a credit agreement consisting of a five-year senior secured term loan facility (“term loan facility”) in the amount of $ 650,000 and a five-year senior secured revolving facility (“revolving facility”) in the amount of $ 150,000 to fund the FSD transaction.
+Added: In fiscal year 2023, the Company made $ 100,000 in prepayments on the term loan facility.
+Added: On April 4, 2025, Neogen Food Safety Corporation entered into the Amendment No.
+Added: 1 and Refinancing Amendment to Credit Agreement (the “Refinancing Amendment”), which amended the existing credit agreement, dated June 30, 2022.
+Added: The Refinancing Amendment, among other things, provides for (i) a new tranche of senior secured term loans in an aggregate principal amount of $ 450,000 (the “2025 Term Loans”) and (ii) a revolving credit facility in an aggregate principal amount of $ 250,000 (collectively, the “Credit Facilities”), against which $ 100,000 has been drawn (the “2025 Revolving Facility”).
+Added: The 2025 Term Loans will mature on April 4, 2030.
+Added: The 2025 Revolving Facility will terminate on the earlier of April 4, 2030, or the date on which the revolving commitments under the 2025 Revolving Facility are terminated.
+Added: The Refinancing Amendment lowered the spread on the term loan and revolver facility borrowings from 2.35 % to 1.75 % based on a net leverage ratio being greater than 3.0 to 1.0 .
+Added: The Refinancing Amendment reduced the syndicate of lenders for the 2025 Term Loans, which resulted in an accounting for debt extinguishment for seven lenders and resulted in an extinguishment loss of $ 1,938 .
+Added: For the remaining existing lenders, the Refinancing Amendment was accounted for as a debt modification.
+Added: As a result of the Refinancing Amendment, the Company incurred total debt financing fees of $ 2,766 , of which $ 2,019 has been deferred and amortized over the contractual life of the loans to interest expense using the straight line rate method and $ 747 has been recorded to general and administrative expenses.
The Credit Facilities bear interest based on term SOFR plus an applicable margin which ranges between 137.5 to 175 basis points, determined for each interest period and paid monthly.
During the twelve months ended May 31, 2025 , the interest rates ranged from 6.07 % to 7.69 % per annum.
−Removed: The term loan facility matures on June 30, 2027 and the revolving facility
−Removed: matures at the earlier of June 30, 2027 or the termination of the revolving commitments.
−Removed: In accordance with the prepayment feature, the Company paid $ 100,000 of the term loan facility’s principal in fiscal year 2023.
−Removed: The term loan facility contains an optional prepayment feature at the discretion of the Company.
−Removed: The Company determined that the prepayment feature did not meet the definition of an embedded derivative and does not require bifurcation from the host liability and, accordingly, has accounted for the entire instrument at amortized cost.
−Removed: The Company has a $ 150,000 revolving credit facility with any amount outstanding to be repaid on or before the termination date of the revolving commitments.
+Added: The Company has a $ 250,000 revolving credit facility, against which $ 100,000 has been drawn, with any amount outstanding to be repaid on or before the termination date of the revolving commitments.
+Added: As of May 31, 2025 , the company incurred $ 961 of interest expense related to the drawn revolving credit facility.
In fiscal year 2023 , debt issuance costs of $ 2,361 were incurred related to the revolving facility.
−Removed: These costs are being amortized as interest expense in the consolidated statements of operations over the contractual life of the revolving facility using the straight line method.
+Added: In fiscal year 2025 , debt issuance costs of $ 983 were incurred related to the 2025 Revolving Facility.
+Added: As part of the Refinancing Amendment, $ 363 was recorded as an extinguishment cost, which reduced the outstanding debt issuance costs.
+Added: Collectively, these outstanding debt issuance costs are being amortized as interest expense in the consolidated statements of operations over the contractual life of the revolving facility using the straight line method.
Amortization of the deferred debt issuance costs for the revolving facility was $ 464 and $ 489 during the twelve months ended May 31, 2025 and 2024, respectively.
3 unchanged sentences
During the twelve months ended May 31, 2025 and 2024 , $ 508 and $ 501 was recorded as interest expense in the consolidated statements of operations.
−Removed: There was no accrued interest payable on the term loan as of May 31, 2024 .
−Removed: In fiscal year 2023, the Company incurred $ 10,232 in total debt issuance costs on the term loan which is recorded as an offset to the term loan facility and amortized over the contractual life of the loan to interest expense using the straight line method.
+Added: There was $ 76 accrued interest on the term loan as of May 31, 2025 .
+Added: There was no accrued interest on the term loan as of May 31, 2024 .
+Added: In fiscal year 2023, the Company incurred $ 10,232 in total debt issuance costs on the term loan.
+Added: In fiscal year 2025, the Company incurred additional debt issuance costs of $ 1,035 related to the Refinancing Amendment.
+Added: As part of the Refinancing Amendment, $ 1,575 was recorded as an extinguishment cost, which reduced the outstanding debt issuance costs.
+Added: Collectively, these outstanding debt issuance costs are being amortized over the contractual life of the loan to interest expense using the straight-line method.
The amortization of deferred debt issuance costs of $ 1,922 and interest expense of $ 38,119 (excluding swap credit of $ 1,548 ) for the term loan was included in the consolidated statements of operations during the twelve months ended May 31, 2025 .
3 unchanged sentences
As of May 31, 2025, the Company was in compliance with its debt covenants.
−Removed: On July 20, 2022, Neogen Food Safety Corporation closed on an offering of $ 350,000 aggregate principal amount of 8.625 % senior notes due 2030 (the “Notes”) in a private placement at par.
+Added: On July 20, 2022, Neogen Food Safety Corporation closed on an offering of $ 350,000 aggregate principal amount of 8.625 % senior notes due in 2030 (the “Notes”) in a private placement at par.
The Notes were initially issued by Neogen Food Safety Corporation 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.
4 unchanged sentences
In fiscal year 2023, the Company incurred total debt issuance costs of $ 6,683 , which is recorded as an offset to the Notes and amortized over the contractual life of the Notes to interest expense using the straight line method.
−Removed: The amortization of deferred debt issuance costs of $ 835 and interest expense of $ 30,188 for the Notes was included in the consolidated statements of operations during the twelve months ended May 31, 2024 .
−Removed: The amortization of deferred debt issuance costs of $ 766 and interest expense of $ 26,079 for the Notes was included in the consolidated statements of operations during the twelve months ended May 31, 2023.
+Added: The amortization of deferred debt issuance costs of $ 835 and interest expense of $ 30,188 for the Notes was included in the consolidated statements of operations during the twelve months ended May 31, 2025 and May 31, 2024, respectively.
As of May 31, 2025 and May 31, 2024 , the Company had $ 4,247 and $ 5,082 , respectively, of unamortized debt issuance costs.
−Removed: There are no required principal payments on the term loan facility or the Notes through fiscal year 2026, due to $ 100,000 in prepayments made on the term loan facility in fiscal 2023.
−Removed: The weighted average interest rate on the Company's long-term
−Removed: debt was 7.71 % as of May 31, 2024 .
−Removed: The expected maturities associated with the Company’s outstanding debt as of May 31, 2024, were as follows:
+Added: There are required quarterly principal payments on the term loan facility of $ 5,625 starting in November 2025.
+Added: However, there are no required principal payments on the Notes until maturity.
+Added: The weighted average interest rate on the Company's short-term debt was 6.07 % as of May 31, 2025 .
+Added: The expected maturities associated with the Company’s outstanding debt and finance lease as of May 31, 2025, were as follows:
Finance Lease
−Removed: The finance lease is a building lease that is classified within property and equipment and the current portion of debt on the consolidated balance sheets as of May 31, 2024 .
+Added: The finance lease is a building lease that is classified within property and equipment and the current portion of debt on the consolidated balance sheets as of May 31, 2025 and 2024 .
The Company intends to elect the purchase option within the lease agreement prior to the end of the lease term.
19 unchanged sentences
Options Exercisable
−Removed: (option amounts in thousands)
−Removed: Contractual Life
+Added: Average Contractual
Weighted-Average
Weighted-Average
+Added: (option amounts in thousands)
Range of Exercise Price
−Removed: Exercise Price
−Removed: Exercise Price
$ 5.14 - $ 20.00
14 unchanged sentences
Expected option life
−Removed: The risk-free interest rate for periods within the expected life of options granted is based on the United States Treasury yield curve in effect at the time of grant.
+Added: The risk-free interest rate for periods within the expected life of options granted is based on the U.S.
+Added: Treasury yield curve in effect at the time of grant.
Expected stock price volatility is based on historical volatility of the Company’s stock.
43 unchanged sentences
Foreign rate differential
+Added: Goodwill impairment
Subpart F income
9 unchanged sentences
The Company’s research and development credits were $ 2,078 , $ 615 , and $ 1,385 in fiscal years 2025, 2024, and 2023, respectively.
+Added: Income tax expense was impacted significantly by the goodwill impairments discussed in Note 6 "Goodwill and Other Intangible Assets", which are primarily not deductible for tax purposes.
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
21 unchanged sentences
2026 to Indefinite
+Added: Total net operating loss carryforwards
Valuation allowances against certain deferred tax assets are established based on management’s determination of a more likely than not standard that the tax benefits will not be realized.
2 unchanged sentences
Valuation allowances related to long-lived assets primarily are evaluated based on Management’s tax planning and intentions for underlying assets.
+Added: The balance of deferred tax liabilities for indefinite and long-live assets was affected by the goodwill impairments discussed in Note 6 , related to the portion of the impairments on goodwill carrying value that is deductible in some jurisdictions.
+Added: These impairments resulted in a reduction of $ 22,801 to the deferred tax liability balance during the year ended May 31, 2025.
We are subject to income taxes in the U.S.
5 unchanged sentences
We adjust these reserves in light of changing facts and circumstances, such as the outcome of tax audits.
−Removed: The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.
+Added: The provision for
+Added: income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate.
The Company’s policy is to recognize both accrued interest expense and penalties related to unrecognized tax benefits in income tax expense.
17 unchanged sentences
It is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely.
+Added: The Organization for Economic Cooperation and Development (“OECD”) Pillar 2 global minimum tax rules, which generally provide for a minimum effective tax rate of 15 %, are intended to apply for tax years beginning in 2024.
+Added: The Company is closely monitoring developments and evaluating the impact these new rules will have on our tax rate, including eligibility to qualify for certain safe harbors.
+Added: Where no safe harbor is met, the Company has included in its income tax for the year ended May 31, 2025, a calculated amount of “top-up” tax for its foreign subsidiaries as required under the applicable rules of the countries that have adopted the Pillar Two directives.
+Added: For the year ended May 31, 2025, no foreign subsidiary incurred a material top-up tax under Pillar Two.
+Added: Subsequent Event
+Added: On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States.
+Added: OBBBA includes significant provisions, including the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for depreciation and interest expenses.
+Added: The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
+Added: The Company is currently assessing its impact on its consolidated financial statements.
Commitments and Contingencies
2 unchanged sentences
We expense these annual costs of remediation, which have ranged from approximately $ 38 to $ 131 per year over the past five years.
−Removed: The Company’s estimated remaining liability for these costs was $ 916 at both May 31, 2024 and 2023 , measured on an undiscounted basis over an estimated period of 15 years.
+Added: The Company’s estimated remaining liability for these costs was $ 916 at both May 31, 2025 and
+Added: 2024 , 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 working with the WDNR regarding potential alternative remediation strategies going forward.
4 unchanged sentences
The Company has recorded $ 100 in other current liabilities , and the remaining $ 816 is recorded in other non-current liabilities in the consolidated balance sheet as of May 31, 2025 and 2024.
−Removed: In the third quarter of fiscal year 2024, the Company received $ 1,265 of business interruption insurance proceeds relating to fire damage that occurred in the fourth quarter of fiscal year 2023 at one of our Animal Safety lab facilities.
+Added: In the third quarter of fiscal year 2025, the Company recorded a gain related to a settlement regarding the Company's prior acquisition of certain fixed assets.
+Added: The amount of $ 2,700 was received in the third quarter of fiscal year 2025.
+Added: This amount was partially offset by a related fixed asset impairment of $ 2,055 , which was due to the asset no longer being in use.
+Added: The amount was recorded within General and administrative on the consolidated statements of operations within the Company's Food Safety operating segment.
+Added: Related to the Company's other contingent liabilities, a loss of $ 1,400 was recorded in the third quarter of fiscal year 2025.
+Added: This contingency loss was driven by an updated valuation of the performance milestone liability for the Company's CAPInnoVet, Inc.
+Added: Finally, in the third quarter of fiscal year 2025, the Company reversed a liability of $ 930 related to a contingent liability that was recorded as part of the Corvium, Inc.
+Added: The final milestone payment was not achieved, resulting in a full reversal of the liability.
+Added: In the third quarter of fiscal year 2024, the Company received $ 1,265 of business interruption insurance proceeds relating to fire damage that occurred in the fourth quarter of fiscal year 2023 at one of our genomics lab facilities.
The proceeds were recorded within Cost of Revenues in the consolidated statements of operations.
9 unchanged sentences
2026—$ 329 , 2027—$ 349 , 2028—$ 562 , 2029—$ 60 , and 2030—$ 57 .
−Removed: The Company is subject to certain legal and other proceedings in the normal course of business that, in the opinion of management, are not expected to have a material effect on its future results of operations or financial position.
+Added: The Company is subject to certain legal and other proceedings that, in the opinion of management, are not expected to have a material effect on its financial statements.
Fair Value and Derivatives
6 unchanged sentences
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.
−Removed: Items Measured at Fair Value on a Recurring Basis
−Removed: The Company has marketable securities held by banks or broker-dealers consisting of commercial paper and corporate bonds.
−Removed: These securities are recorded at fair value based on recent trades or pricing models and therefore meet the Level 2 criteria.
−Removed: For further information, refer to Note 1.
−Removed: "Summary of Significant Accounting Policies".
+Added: The Company had marketable securities held by banks or broker-dealers consisting of commercial paper and corporate bonds.
+Added: These securities were recorded at fair value based on recent trades or pricing models and therefore meet the Level 2 criteria.
+Added: The company does no t have marketable securities for fiscal year 2025.
+Added: Derivatives Not Designed as Hedging Instruments
The Company forecasts its net exposure in various receivables and payables to fluctuations in the value of various currencies, and has entered into a number of 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.
−Removed: Gains and losses from these foreign currency forward contracts are recognized in other (expense) income in our consolidated statements of operations.
+Added: Gains and losses from these foreign currency forward contracts are recognized in Other, net in our consolidated statements of operations.
The notional amount of forward contracts in place was $ 65,023 and $ 70,315 as of May 31, 2025 and 2024, respectively, and consisted of foreign currency hedges of transactions up to July 2025.
2 unchanged sentences
Foreign currency forward contracts, net
−Removed: Prepaid expenses and other current assets (Other current liabilities)
+Added: Other current liabilities
+Added: The location and amount of gains (loss) from derivatives not designated as hedging instruments in our consolidated statements of operations were as follows:
+Added: Derivatives Not Designated as Hedging Instruments
+Added: Location in statements of operations
+Added: Foreign currency forward contracts
+Added: Derivatives Designed as Hedging Instruments
+Added: In November 2022, the Company entered into a receive-variable, pay-fixed interest rate swap agreement with a $ 250,000 notional value, which is designated as a cash flow hedge.
+Added: In accordance with the agreement, the notional value decreased to $ 200,000 in November 2024.
+Added: This agreement fixed a portion of the variable interest due on our term loan facility, with an effective date of December 2, 2022 and a maturity date of June 30, 2027 .
+Added: Under the terms of the agreement, the Company pays a fixed interest rate of 4.215 %, plus an applicable margin ranging between 150 to 225 basis points and receive a variable rate of interest based on term SOFR from the counterparty, which is reset according to the duration of the SOFR term.
+Added: The fair value of the interest rate swap as of May 31, 2025 and May 31, 2024 was a net (liability) asset of ($ 1,659 ) and $ 2,451 , respectively.
+Added: The Company expects to reclassify a $ 281 loss of accumulated other comprehensive income into earnings in the next 12 months.
We record the fair value of our interest rate swaps on a recurring basis using Level 2 observable market inputs for similar assets or liabilities in active markets.
2 unchanged sentences
Interest rate swaps – current
−Removed: Other current assets
+Added: Other current (liabilities) assets
Interest rate swaps – non-current
−Removed: Other non-current assets (liabilities)
+Added: Other non-current (liabilities) assets
Items Measured at Fair Value on a Nonrecurring Basis
1 unchanged sentence
As these nonrecurring fair value measurements are generally determined using unobservable inputs, these fair value measurements are classified within Level 3 of the fair value hierarchy.
−Removed: For further information see Note 5.
−Removed: "Goodwill and Other Intangible Assets" and Note 6 “Business Combinations”.
+Added: For further information see Note 6 "Goodwill and Other Intangible Assets" and Note 8 “Business Combinations”.
Items Not Carried at Fair Value
Fair values of the Company’s Term Loan and Senior Notes were as follows:
+Added: Year Ended May 31,
Aggregate fair value
2 unchanged sentences
Fair values were based on available market information and other observable data and are classified within Level 2 of the fair value hierarchy.
−Removed: Derivatives Not Designated as Hedging Instruments
−Removed: The location and amount of gains from derivatives not designated as hedging instruments in our consolidated statements of operations were as follows:
−Removed: Location in statements
−Removed: Year Ended May 31,
−Removed: Derivatives Not Designated as Hedging Instruments
−Removed: of (loss) income
−Removed: Foreign currency forward contracts
−Removed: Other (expense) income
−Removed: Derivatives Designated as Hedging Instruments
−Removed: In November 2022, we entered into a receive-variable, pay-fixed interest rate swap agreement with a $ 250,000 notional value, which is designated as a cash flow hedge.
−Removed: This agreement fixed a portion of the variable interest due on our term loan facility, with an effective date of December 2, 2022 and a maturity date of June 30, 2027 .
−Removed: Under the terms of the agreement, we pay a fixed interest rate of 4.215 % plus an applicable margin ranging between 150 to 225 basis points and receive a variable rate of interest based on term SOFR from the counterparty, which is reset according to the duration of the SOFR term.
−Removed: The fair value of the interest rate swap as of May 31, 2024 was a net asset of $ 2,452 .
−Removed: The Company expects to reclassify a $ 1,689 gain of accumulated other comprehensive (loss) income into earnings in the next 12 months.
−Removed: As of May 31, 2024 and 2023 , the amounts recorded in accumulated other comprehensive (loss) income were $ 1,864 and ($ 2,039 ), respectively.
−Removed: The following table summarizes the other comprehensive (loss) income before reclassifications of derivative gains and losses:
−Removed: Other Comprehensive Income (Loss) Before Reclassifications
−Removed: Year Ended May 31,
−Removed: Derivatives Designated as Hedging Instruments
−Removed: Interest rate swaps
−Removed: The following table summarizes the reclassification of derivative gains and losses into net (loss) income from accumulated other comprehensive (loss) income:
−Removed: Gain (Loss) Reclassified
−Removed: Location of Gain
−Removed: Year Ended May 31,
−Removed: Derivatives Designated as Hedging Instruments
−Removed: Interest rate swaps
−Removed: Interest expense
+Added: Accumulated Other Comprehensive Loss
+Added: Accumulated other comprehensive loss changes by component, net of related tax, were as follows:
+Added: Accumulated other comprehensive loss, beginning balance
+Added: Foreign currency translation adjustment
+Added: Balance at beginning of period
+Added: Other comprehensive gain (loss) before reclassifications
+Added: Balance at end of period
+Added: Marketable securities
+Added: Balance at beginning of period
+Added: Other comprehensive loss before reclassifications
+Added: Amounts reclassified from accumulated other comprehensive loss
+Added: Balance at end of period
+Added: Fair value of derivatives change
+Added: Balance at beginning of period
+Added: Other comprehensive (loss) gain before reclassifications
+Added: Amounts reclassified from accumulated other comprehensive loss
+Added: Balance at end of period
+Added: Accumulated other comprehensive loss, ending balance
Segment Information
4 unchanged sentences
This segment also provides genomic identification and related interpretive bioinformatic services.
−Removed: Additionally, the Animal Safety segment produces and markets rodent control products, disinfectants and insect control products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities.
+Added: Additionally, the Animal Safety segment produces and markets biosecurity products to assist in the control of rodents, insects and disease in and around agricultural, food production and other facilities.
+Added: The results of each segment are regularly reviewed by the chief operating decision maker ("CODM") to assess the performance of the segments and make decisions regarding the allocation of resources to the segments.
+Added: Our CODM is our Chief Executive Officer .
+Added: The performance measure that the CODM uses is operating income.
Many of our international operations originally focused on the Company’s food safety products, and each of these units reports through the Food Safety segment.
−Removed: In recent years, these operations have expanded to offer the Company’s complete line of products and services, including those usually associated with the Animal Safety segment such as cleaners, disinfectants, rodent control products, insect control products, veterinary instruments and genomics services.
+Added: In recent years, these operations have expanded to offer the Company’s complete line of products and services, including those usually associated with the Animal Safety segment such as biosecurity products, 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.
−Removed: Neogen’s operation in Australia originally focused on providing genomics services and sales of animal safety products and reports through the Animal Safety segment.
−Removed: With the acquisition of Cell BioSciences in February 2020, this operation expanded to offer our complete line of products and services, including those usually associated with the Food Safety segment.
−Removed: These additional products are managed and directed by existing management at Neogen Australasia and reports through the Animal Safety segment.
−Removed: While Neogen was operating under a distribution services agreement with 3M, all revenue of 3M FSD products were reported through the Food Safety segment.
−Removed: Since the review of 3M FSD revenue occurs on a global scale, revenue of these products occurring in Australia and New Zealand will continue to report through the Food Safety segment, despite now occurring at Neogen Australasia.
−Removed: The accounting policies of each of the segments are the same as those described in Note 1.
−Removed: "Summary of Significant Accounting Policies".
Segment information is as follows:
+Added: Year Ended May 31, 2025
Animal Safety
1 unchanged sentence
Eliminations (1)
−Removed: Total revenues to external customers
+Added: Total Revenues
+Added: Total Cost of Revenues
+Added: Operating Expenses
Operating Income (Loss)
2 unchanged sentences
Expenditures for long-lived assets
−Removed: Total revenues to external customers
+Added: Year Ended May 31, 2024
+Added: Animal Safety
+Added: Corporate and
+Added: Eliminations (1)
+Added: Total Revenues
+Added: Total Cost of Revenues
+Added: Operating Expenses
Operating Income (Loss)
2 unchanged sentences
Expenditures for long-lived assets
−Removed: Total revenues to external customers
+Added: Year Ended May 31, 2023
+Added: Animal Safety
+Added: Corporate and
+Added: Eliminations (1)
+Added: Total Revenues
+Added: Total Cost of Revenues
+Added: Operating Expenses
Operating Income (Loss)
5 unchanged sentences
The following table presents the Company’s revenue disaggregated by geographical location.
+Added: Country information has not been disclosed as it is impracticable to do so.
Year Ended May 31,
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.