NEOG 8-K
Neogen Corp (NEOG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On July 30, 2026, Neogen Corporation issued a press release announcing results of operations for its fiscal 2026 fourth quarter and full fiscal year ended May 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this report. This Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not incorporated by reference into any filing of the Registrant, whether made before or after the date of this report, regardless of any general incorporation language in the filing.
Item 9.01 Financial Statements and Exhibits
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NEOGEN CORPORATION
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(Registrant) |
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Date: July 30, 2026 |
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/s/ R. Bryan Riggsbee
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R. Bryan Riggsbee |
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Chief Financial Officer |
Exhibit 99.1
Neogen Reports Fourth Quarter and Full Fiscal Year 2026 Financial Results
Delivered Strong Core Growth in Q4 FY26 with Food Safety Core Growth Highest Since FY23
1 Non-GAAP financial measures; see explanations and reconciliations that follow
LANSING, July 30, 2026 – Neogen® Corporation (NASDAQ: NEOG), an innovative leader in food safety solutions, announced its financial results for the fiscal fourth quarter and full fiscal year 2026 and provided financial guidance for its fiscal year first quarter and full fiscal year 2027.
“We ended fiscal year 2026 with significant momentum and have a number of initiatives underway to further enhance our commercial efforts and the way we approach customers and our core markets. Fiscal year 2027 will be a year of disciplined execution and investment in core areas as we look to drive high-impact innovation and operational efficiency through additive technology and improved process. Ultimately, our goal is to exit FY27 positioned for enhanced future growth and profitability," said Mike Nassif, Neogen’s President and Chief Executive Officer.
He continued, “We are providing our fiscal guidance for 2027, and we have stayed true to our principles of delivering on our commitments. Our entire organization is focused on disciplined execution and sustaining the operational momentum that we have seen in the business throughout fiscal year 2026. I’m extremely proud of our team and want to thank our employees for their significant contributions to the success of our company.”
Financial Highlights
Revenue by Products and Geography
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Three months ended May 31, |
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Twelve months ended May 31, |
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(in millions) |
2026 |
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2025 |
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% Change |
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2026 |
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2025 |
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% Change |
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Food Safety: |
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Natural Toxins & Allergens |
$ |
19.2 |
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$ |
18.5 |
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3.8 |
% |
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$ |
77.5 |
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$ |
77.0 |
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0.6 |
% |
Bacterial & General Sanitation |
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46.7 |
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42.5 |
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9.9 |
% |
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175.4 |
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164.8 |
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6.4 |
% |
Indicator Testing, Culture Media |
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86.8 |
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79.3 |
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9.5 |
% |
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332.7 |
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312.2 |
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6.6 |
% |
Rodent Control, Insect Control & Disinfectants |
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3.9 |
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11.3 |
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(65.5 |
)% |
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18.2 |
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47.0 |
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(61.3 |
)% |
Genomics Services |
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6.6 |
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6.3 |
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4.8 |
% |
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24.6 |
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23.4 |
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5.1 |
% |
Other |
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3.6 |
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3.9 |
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(7.7 |
)% |
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12.7 |
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13.7 |
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(7.3 |
)% |
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$ |
166.8 |
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$ |
161.8 |
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3.1 |
% |
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$ |
641.1 |
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$ |
638.1 |
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0.5 |
% |
Animal Safety: |
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Life Sciences |
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1.8 |
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1.6 |
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12.5 |
% |
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6.6 |
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6.5 |
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1.5 |
% |
Veterinary Instruments & Disposables |
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15.8 |
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16.1 |
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(1.9 |
)% |
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56.9 |
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61.5 |
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(7.5 |
)% |
Animal Care & Other |
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7.0 |
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8.0 |
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(12.5 |
)% |
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29.3 |
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34.7 |
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(15.6 |
)% |
Rodent Control, Insect Control & Disinfectants |
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16.7 |
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21.5 |
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(22.3 |
)% |
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68.9 |
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88.1 |
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(21.8 |
)% |
Genomics Services |
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17.2 |
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16.5 |
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4.2 |
% |
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67.6 |
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65.8 |
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2.7 |
% |
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$ |
58.5 |
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$ |
63.7 |
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(8.2 |
)% |
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$ |
229.3 |
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$ |
256.6 |
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(10.6 |
)% |
Total Revenue, net |
$ |
225.3 |
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$ |
225.5 |
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(0.1 |
)% |
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$ |
870.4 |
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$ |
894.7 |
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(2.7 |
)% |
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Three months ended May 31, |
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Twelve months ended May 31, |
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2026 |
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2025 |
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Change % |
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2026 |
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2025 |
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Change % |
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Domestic |
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110.3 |
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$ |
112.5 |
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(2.0 |
)% |
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$ |
425.1 |
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$ |
446.0 |
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(4.7 |
)% |
International |
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115.0 |
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113.0 |
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1.8 |
% |
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$ |
445.3 |
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448.7 |
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(0.8 |
)% |
Total revenue |
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$ |
225.3 |
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$ |
225.5 |
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(0.1 |
)% |
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$ |
870.4 |
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$ |
894.7 |
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(2.7 |
)% |
Summary of Income Statement
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Three months ended May 31, |
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Twelve months ended May 31, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
225.3 |
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$ |
225.5 |
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$ |
870.4 |
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$ |
894.7 |
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Cost of Revenues |
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117.5 |
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$ |
132.6 |
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461.9 |
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473.3 |
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Gross Profit |
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107.8 |
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92.9 |
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408.5 |
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421.4 |
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Gross Margin |
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47.8 |
% |
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41.2 |
% |
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46.9 |
% |
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47.1 |
% |
Operating Expenses |
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104.7 |
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704.1 |
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430.1 |
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1,482.4 |
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Operating Income (Loss) |
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$ |
3.1 |
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$ |
(611.2 |
) |
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$ |
(21.6 |
) |
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$ |
(1,061.0 |
) |
Operating Margin |
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1.4 |
% |
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(271.0 |
)% |
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(2.5 |
)% |
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(118.6 |
)% |
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Net Loss |
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$ |
(11.3 |
) |
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$ |
(612.2 |
) |
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$ |
(7.9 |
) |
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$ |
(1,092.0 |
) |
Net Loss Per Diluted Share |
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$ |
(0.05 |
) |
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$ |
(2.82 |
) |
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$ |
(0.04 |
) |
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$ |
(5.03 |
) |
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Non-GAAP Financial Measures |
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EBITDA |
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$ |
31.2 |
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$ |
(584.4 |
) |
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$ |
164.9 |
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$ |
(945.1 |
) |
EBITDA Margin |
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13.8 |
% |
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(259.2 |
)% |
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18.9 |
% |
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(105.6 |
)% |
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Adjusted Gross Profit |
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$ |
111.9 |
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$ |
104.7 |
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$ |
437.8 |
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$ |
449.4 |
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Adjusted Gross Margin |
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49.7 |
% |
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46.4 |
% |
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50.3 |
% |
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50.2 |
% |
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Adjusted Operating Income |
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$ |
39.1 |
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$ |
35.0 |
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$ |
153.9 |
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$ |
161.1 |
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Adjusted Operating Margin |
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17.4 |
% |
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15.5 |
% |
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17.7 |
% |
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18.0 |
% |
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Adjusted EBITDA |
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$ |
45.4 |
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$ |
40.6 |
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$ |
177.8 |
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$ |
184.2 |
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Adjusted EBITDA Margin |
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20.2 |
% |
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18.0 |
% |
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20.4 |
% |
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20.6 |
% |
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Adjusted Net Income |
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$ |
18.7 |
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$ |
11.3 |
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$ |
70.2 |
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$ |
70.9 |
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Adjusted Earnings Per Share |
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$ |
0.09 |
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$ |
0.05 |
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$ |
0.32 |
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$ |
0.33 |
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Business and Operational Highlights
Financial Guidance
(in millions) |
FY27 Financial Guidance |
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FY27Q1 Financial Guidance |
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Revenue |
$880 - $885 million |
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$207-209 million |
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Adjusted EBITDA1 |
$180 - $182 million |
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Approximately $37 million |
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Adjusted EBITDA is a non-GAAP financial measure. The Company is not able to reconcile the Adjusted EBITDA outlook to the most directly comparable GAAP measure, forecasted net income, on a forward-looking basis without unreasonable efforts. This is due to the inherent difficulty in forecasting certain items that are necessary for such reconciliation, including (without limitation) non-cash stock-based compensation expense, integration-related expenses, restructuring and transformation-related costs, impairment charges, and the related tax effects of these items. These items are uncertain, depend on various factors outside of the Company’s control, and could be material to the Company’s results calculated in accordance with GAAP. Accordingly, the Company is unable to provide a probable significance of the unavailable information, but such unavailable information could have a potentially significant impact on the Company’s actual net income for fiscal year 2027.
Conference Call and Webcast
Neogen Corporation will host a conference call today at 8:00 a.m. Eastern Time to discuss the Company’s financial results. The live webcast of the conference call and accompanying presentation materials can be accessed through Neogen’s website at neogen.com/investor-relations. For those unable to access the webcast, the conference call can be accessed by dialing 1-833-461-5787 (North America) or (+1) 626-884-3620 (International) and requesting the Neogen Corporation Fourth Quarter 2026 Earnings Call (conference ID 741 914 740). A replay of the conference call and webcast will be available on Neogen’s Investor Relations website at neogen.com/investor-relations and through the following link: https://events.q4inc.com/attendee/741914740.
About Neogen
Neogen Corporation is committed to fueling a brighter future for global food security through the advancement of human and animal well-being. Harnessing the power of science and technology, Neogen has developed comprehensive solutions spanning the Food Safety, Livestock, and Pet Health & Wellness markets. A world leader in these fields, Neogen has a presence in over 140 countries with a dedicated network of scientists and technical experts focused on delivering optimized products and technology for its customers.
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding our outlook, guidance and objectives; plans and expectations and timing relating to our manufacturing transitions (including Petrifilm), supply chain remediation, commercial initiatives and cost-efficiency programs; expected timing and effects of portfolio actions (including the announced divestiture of the genomics business); capital allocation and deleveraging goals; market conditions and demand trends; and any other statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” and similar expressions, and their negatives.
These “forward-looking statements” are management’s present expectations of future events as of the date hereof and are subject to a number of known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially and adversely from those anticipated.
These risks include, but are not limited to, risks relating to: the continued integration of the 3M Food Safety business, potential tax benefits realized through the 3M transaction, tariffs and other trade measures, our international operations and expansion into new geographic markets, identified material weaknesses in our internal controls over financial reporting, promoting internal growth and identifying and integrating acquisitions, potential failures of our systems infrastructure and potential security breaches of our information systems, potential disruption in our manufacturing and service operations, potential disruption of third-party package delivery services or pricing increases, dependence on key suppliers, the use of distributors for product sales, the development of new products and technologies, our ability to maintain a positive reputation, potential customer loss, increased raw material costs, compliance with and potential changes in domestic and foreign laws and regulations, tax audits and changes in tax laws in different jurisdictions, potential asset impairments, competition, unique aspects of the agricultural marketplace, our substantial indebtedness, the outcomes of litigation and other legal proceedings, our ability to obtain and protect intellectual property and defend patent infringement challenges, our ability to attract and retain key personnel, product or service liability claims, changing political conditions, climate change, our inability to meet stakeholder expectations around environmental, social, and governance objectives, and other factors discussed under the heading “Risk Factors” contained in Item 1A of our latest Annual Report on Form 10-K, as well as any updates to those risk factors filed from time to time in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. We expressly disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Neogen Corporation
Condensed Consolidated Statements of Operations (unaudited)
(in millions)
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Three months ended May 31, |
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Twelve months ended May 31, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues |
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Product revenues |
|
$ |
198.8 |
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$ |
200.8 |
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$ |
768.2 |
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$ |
797.4 |
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Service revenues |
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26.5 |
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24.7 |
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|
102.2 |
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|
97.3 |
|
Total Revenues |
|
|
225.3 |
|
|
|
225.5 |
|
|
|
870.4 |
|
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|
894.7 |
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Cost of Revenues |
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Cost of product revenues |
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102.2 |
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|
118.0 |
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|
398.8 |
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|
411.5 |
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Cost of service revenues |
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15.3 |
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14.6 |
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|
63.1 |
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|
61.8 |
|
Total Cost of Revenues |
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|
117.5 |
|
|
|
132.6 |
|
|
|
461.9 |
|
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|
473.3 |
|
Gross Profit |
|
|
107.8 |
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|
|
92.9 |
|
|
|
408.5 |
|
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|
421.4 |
|
Operating Expenses |
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Sales and marketing |
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41.1 |
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46.9 |
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|
166.6 |
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|
183.8 |
|
General and administrative |
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58.7 |
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53.0 |
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245.1 |
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|
218.2 |
|
Goodwill impairment |
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— |
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|
597.9 |
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|
— |
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|
1,059.3 |
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Research and development |
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|
4.9 |
|
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6.3 |
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|
18.4 |
|
|
|
21.1 |
|
Total Operating Expenses |
|
|
104.7 |
|
|
|
704.1 |
|
|
|
430.1 |
|
|
|
1,482.4 |
|
Operating Income (Loss) |
|
|
3.1 |
|
|
|
(611.2 |
) |
|
|
(21.6 |
) |
|
|
(1,061.0 |
) |
Other (Expense) Income |
|
|
|
|
|
- |
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|
|
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|
|||
Interest expense, net |
|
|
(13.9 |
) |
|
|
(16.5 |
) |
|
|
(57.6 |
) |
|
|
(68.5 |
) |
Gain on sale of business |
|
|
— |
|
|
|
— |
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|
|
76.4 |
|
|
|
— |
|
Other, net |
|
|
(1.3 |
) |
|
|
(3.5 |
) |
|
|
(6.2 |
) |
|
|
(3.6 |
) |
Total Other Income (Expense) |
|
|
(15.2 |
) |
|
|
(20.0 |
) |
|
|
12.6 |
|
|
|
(72.1 |
) |
Loss Before Taxes |
|
|
(12.1 |
) |
|
|
(631.2 |
) |
|
|
(9.0 |
) |
|
|
(1,133.1 |
) |
Income Tax Benefit |
|
|
(0.8 |
) |
|
|
(19.0 |
) |
|
|
(1.1 |
) |
|
|
(41.1 |
) |
Net Loss |
|
$ |
(11.3 |
) |
|
$ |
(612.2 |
) |
|
$ |
(7.9 |
) |
|
$ |
(1,092.0 |
) |
Net Loss Per Share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(0.05 |
) |
|
$ |
(2.82 |
) |
|
$ |
(0.04 |
) |
|
$ |
(5.03 |
) |
Diluted |
|
$ |
(0.05 |
) |
|
$ |
(2.82 |
) |
|
$ |
(0.04 |
) |
|
$ |
(5.03 |
) |
Weighted Average Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
217.7 |
|
|
|
217.0 |
|
|
|
217.5 |
|
|
|
216.9 |
|
Diluted |
|
|
217.7 |
|
|
|
217.0 |
|
|
|
217.5 |
|
|
|
216.9 |
|
Neogen Corporation
Condensed Consolidated Balance Sheets (unaudited)
(in millions)
|
|
May 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current Assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
185.5 |
|
|
$ |
129.0 |
|
Accounts receivable, net of allowance of $4.0 and $5.4 |
|
|
146.8 |
|
|
|
153.4 |
|
Inventories, net of reserves of $17.2 and $16.5 |
|
|
144.3 |
|
|
|
190.8 |
|
Prepaid expenses and other current assets |
|
|
60.0 |
|
|
|
53.3 |
|
Assets held for sale |
|
|
68.0 |
|
|
|
50.4 |
|
Total Current Assets |
|
|
604.6 |
|
|
|
576.9 |
|
Property and Equipment |
|
|
|
|
|
|
||
Land and improvements |
|
|
10.7 |
|
|
|
10.8 |
|
Building and improvements |
|
|
234.2 |
|
|
|
108.7 |
|
Machinery and equipment |
|
|
158.8 |
|
|
|
180.8 |
|
Furniture and fixtures |
|
|
6.9 |
|
|
|
8.0 |
|
Construction in progress |
|
|
69.8 |
|
|
|
186.2 |
|
Total Property and Equipment |
|
|
480.4 |
|
|
|
494.5 |
|
Less accumulated depreciation |
|
|
(150.6 |
) |
|
|
(155.4 |
) |
Property and Equipment, net |
|
|
329.8 |
|
|
|
339.1 |
|
Other Assets |
|
|
|
|
|
|
||
Right of use assets |
|
|
16.6 |
|
|
|
17.2 |
|
Goodwill |
|
|
1,047.2 |
|
|
|
1,064.9 |
|
Amortizable intangible assets, net |
|
|
1,318.0 |
|
|
|
1,410.5 |
|
Other non-current assets |
|
|
29.8 |
|
|
|
35.2 |
|
Total Other Assets |
|
|
2,411.6 |
|
|
|
2,527.8 |
|
Total Assets |
|
$ |
3,346.0 |
|
|
$ |
3,443.8 |
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
||
Current Liabilities |
|
|
|
|
|
|
||
Current portion of debt |
|
$ |
— |
|
|
$ |
19.3 |
|
Accounts payable |
|
|
79.1 |
|
|
|
79.6 |
|
Accrued compensation |
|
|
26.8 |
|
|
|
14.1 |
|
Income tax payable |
|
|
7.2 |
|
|
|
5.6 |
|
Accrued interest |
|
|
11.0 |
|
|
|
11.1 |
|
Deferred revenue |
|
|
3.6 |
|
|
|
5.6 |
|
Other current liabilities |
|
|
23.9 |
|
|
|
32.1 |
|
Liabilities held for sale |
|
|
6.6 |
|
|
|
6.6 |
|
Total Current Liabilities |
|
|
158.2 |
|
|
|
174.0 |
|
Deferred Income Tax Liability |
|
|
257.6 |
|
|
|
280.9 |
|
Non-Current Debt |
|
|
793.7 |
|
|
|
874.8 |
|
Other Non-Current Liabilities |
|
|
43.6 |
|
|
|
42.9 |
|
Total Liabilities |
|
|
1,253.1 |
|
|
|
1,372.6 |
|
Commitments and Contingencies |
|
|
|
|
|
|
||
Stockholders’ Equity |
|
|
|
|
|
|
||
Preferred stock, $1.00 par value |
|
|
— |
|
|
|
— |
|
Common stock, $0.16 par value |
|
|
34.8 |
|
|
|
34.7 |
|
Additional paid-in capital |
|
|
2,616.0 |
|
|
|
2,601.8 |
|
Accumulated other comprehensive loss |
|
|
(13.6 |
) |
|
|
(28.9 |
) |
Retained earnings (accumulated deficit) |
|
|
(544.3 |
) |
|
|
(536.4 |
) |
Total Stockholders’ Equity |
|
|
2,092.9 |
|
|
|
2,071.2 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
3,346.0 |
|
|
$ |
3,443.8 |
|
Neogen Corporation
Condensed Consolidated Statements of Cash Flows (unaudited)
(in millions)
|
|
Year Ended May 31, |
|
|||||||||
|
|
2026 |
|
|
2025 |
|
|
2024 |
|
|||
Cash Flows provided by Operating Activities |
|
|
|
|
|
|
|
|
|
|||
Net loss |
|
$ |
(7.9 |
) |
|
$ |
(1,092.0 |
) |
|
$ |
(9.4 |
) |
Adjustments to reconcile net loss to net cash from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization |
|
|
116.3 |
|
|
|
119.5 |
|
|
|
116.7 |
|
Deferred income taxes |
|
|
(24.3 |
) |
|
|
(57.8 |
) |
|
|
(27.4 |
) |
Share-based compensation |
|
|
13.4 |
|
|
|
17.3 |
|
|
|
13.8 |
|
Loss on disposal of property and equipment |
|
|
1.2 |
|
|
|
— |
|
|
|
1.1 |
|
Amortization of debt issuance costs |
|
|
2.0 |
|
|
|
3.2 |
|
|
|
3.4 |
|
Goodwill and other asset impairment |
|
|
— |
|
|
|
1,068.7 |
|
|
|
0.6 |
|
Loss on refinancing and extinguishment of debt |
|
|
0.4 |
|
|
|
1.9 |
|
|
|
— |
|
Right of use asset amortization |
|
|
5.6 |
|
|
|
6.2 |
|
|
|
4.5 |
|
Gain on sale of business |
|
|
(76.4 |
) |
|
|
— |
|
|
|
— |
|
Other |
|
|
0.8 |
|
|
|
(2.8 |
) |
|
|
4.7 |
|
Changes in operating assets and liabilities, net of business acquisitions: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net |
|
|
6.8 |
|
|
|
11.6 |
|
|
|
(20.1 |
) |
Inventories, net |
|
|
38.2 |
|
|
|
(16.1 |
) |
|
|
(55.9 |
) |
Prepaid expenses and other current assets |
|
|
(6.7 |
) |
|
|
(1.5 |
) |
|
|
11.1 |
|
Accounts payable and accrued liabilities |
|
|
19.8 |
|
|
|
(0.4 |
) |
|
|
13.8 |
|
Changes in other non-current assets and non-current liabilities |
|
|
(6.0 |
) |
|
|
0.4 |
|
|
|
(21.6 |
) |
Net Cash provided by Operating Activities |
|
|
83.2 |
|
|
$ |
58.2 |
|
|
$ |
35.3 |
|
Cash Flows provided by (used for) Investing Activities |
|
|
|
|
|
|
|
|
|
|||
Purchase of property, equipment and other non-current intangible assets |
|
|
(51.3 |
) |
|
|
(104.6 |
) |
|
|
(111.4 |
) |
Proceeds from the maturities of marketable securities |
|
|
— |
|
|
|
0.3 |
|
|
|
82.0 |
|
Proceeds from sale of business, net of cash divested |
|
|
121.7 |
|
|
|
— |
|
|
|
— |
|
Proceeds from the sale of property and equipment and other |
|
|
0.1 |
|
|
|
5.1 |
|
|
|
0.1 |
|
Net Cash provided by (used for) Investing Activities |
|
|
70.5 |
|
|
$ |
(99.2 |
) |
|
$ |
(29.3 |
) |
Cash Flows (used for) provided by Financing Activities |
|
|
|
|
|
|
|
|
|
|||
Issuance of shares related to equity compensation and employee stock purchase plan shares |
|
|
1.6 |
|
|
|
2.2 |
|
|
|
2.4 |
|
Tax payments related to share-based awards |
|
|
(0.9 |
) |
|
|
(1.5 |
) |
|
|
(0.1 |
) |
Proceeds from issuance of long-term debt |
|
|
— |
|
|
|
450.0 |
|
|
|
— |
|
Repayment of long-term debt |
|
|
(100.0 |
) |
|
|
(550.0 |
) |
|
|
— |
|
Proceeds from issuance of revolving credit facility |
|
|
— |
|
|
|
100.0 |
|
|
|
— |
|
Debt issuance costs paid |
|
|
— |
|
|
|
(2.0 |
) |
|
|
— |
|
Repayment of finance lease and other |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
|
|
(0.4 |
) |
Net Cash (used for) provided by Financing Activities |
|
|
(99.4 |
) |
|
$ |
(1.6 |
) |
|
$ |
1.9 |
|
Effects of Foreign Exchange Rate on Cash |
|
|
2.2 |
|
|
|
1.0 |
|
|
|
(0.5 |
) |
Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
56.5 |
|
|
|
(41.6 |
) |
|
|
7.4 |
|
Cash and Cash Equivalents, Beginning of Year |
|
|
129.0 |
|
|
|
170.6 |
|
|
|
163.2 |
|
Cash and Cash Equivalents, End of Year |
|
$ |
185.5 |
|
|
$ |
129.0 |
|
|
$ |
170.6 |
|
Supplementary Cash Flow Information |
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest |
|
$ |
58.3 |
|
|
$ |
68.1 |
|
|
$ |
73.2 |
|
Property and equipment obtained for noncash consideration |
|
$ |
— |
|
|
$ |
0.9 |
|
|
$ |
— |
|
Income taxes paid, net of refunds |
|
$ |
17.7 |
|
|
$ |
26.5 |
|
|
$ |
22.3 |
|
Statement regarding use of non-GAAP financial measures
This press release includes certain non-GAAP financial measures, which management believes are useful to investors, securities analysts and other interested parties in evaluating the Company’s operating performance and financial condition. These non-GAAP measures provide additional insight into the Company’s core business operations by excluding items that may not be indicative of, or are unrelated to, the Company’s ongoing operational performance, thereby enhancing comparability between periods and with peer companies. Management uses Adjusted EBITDA as a key profitability measure. This is a non-GAAP measure that represents EBITDA before certain items that impact comparison of the performance of our business, either period-over-period or with other businesses. Adjusted EBITDA Margin is Adjusted EBITDA for a particular period expressed as a percentage of revenues for that period.
Management uses Adjusted Gross Profit as an additional measure of profitability. Adjusted Gross Profit is a non-GAAP measure that represents Gross Profit before certain items that impact comparison of the performance of our business, either period-over-period or with other businesses. Adjusted Gross Margin is Adjusted Gross Profit for a particular period expressed as a percentage of revenues for that period.
Management uses Adjusted Operating Income (Loss) as an additional measure of profitability. Adjusted Operating Income (Loss) is a non-GAAP measure that represents Operating Income (Loss) before certain items that impact comparison of the performance of our business, either period-over-period or with other businesses. Adjusted Operating Margin is Adjusted Operating Income for a particular period expressed as a percentage of revenues for that period.
Management uses Adjusted Net Income (Loss) as an additional measure of profitability. Adjusted Net Income (Loss) is a non-GAAP measure that represents Net Income (Loss) before certain items that impact comparison of the performance of our business, either period-over-period or with other businesses. Adjusted Earnings Per Share is Adjusted Net Income for a particular period divided by diluted weighted average shares outstanding for that period.
Core revenue growth is a non-GAAP measure that represents change in net sales for the period excluding the effects of foreign currency translation rates and the impacts of acquisitions and discontinued product lines, where applicable. Core revenue growth is presented to allow for a meaningful comparison of year-over-year performance without the volatility caused by foreign currency translation rates, or the incomparability that would be caused by the impact of an acquisition, disposal or product line discontinuation.
Free cash flow is a non-GAAP measure that represents net cash provided by operating activities less purchases of property, equipment, and other non-current intangible assets. Management believes free cash flow is useful to investors because it measures the Company’s ability to generate cash after reinvesting in the business.
Net debt is a non-GAAP measure calculated as total debt (current and non-current) less cash and cash equivalents. Net debt-to-Adjusted EBITDA is a non-GAAP ratio that uses net debt as the numerator and Adjusted EBITDA as the denominator. The Company uses net debt-to-Adjusted EBITDA to evaluate its leverage position and the expected impact of debt repayment and deleveraging initiatives. The Company’s senior credit facility contains financial covenants that utilize leverage ratios calculated using measures substantially similar to Adjusted EBITDA. As of May 31, 2026, total debt was $793.7 million, cash and cash equivalents were $185.5 million, resulting in net debt of $608.2 million. The most directly comparable GAAP measure for the denominator in this ratio is net income (loss); however, because the Company reported a net loss of $(7.9) million for fiscal year 2026, the GAAP-based ratio is not meaningful for evaluating leverage.
These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Other companies may calculate similarly-titled non-GAAP measures differently, which may limit their usefulness for comparison purposes. Please see below for a reconciliation of historical non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP.
NEOGEN CORPORATION
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA (UNAUDITED)
(in millions)
|
|
Three months ended May 31, |
|
|
Twelve months ended May 31, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net Loss |
|
$ |
(11.3 |
) |
|
$ |
(612.2 |
) |
|
$ |
(7.9 |
) |
|
$ |
(1,092.0 |
) |
Income tax benefit |
|
|
(0.8 |
) |
|
|
(19.0 |
) |
|
|
(1.1 |
) |
|
|
(41.1 |
) |
Depreciation and amortization |
|
|
29.4 |
|
|
|
30.3 |
|
|
|
116.3 |
|
|
|
119.5 |
|
Interest expense, net |
|
|
13.9 |
|
|
|
16.5 |
|
|
|
57.6 |
|
|
|
68.5 |
|
EBITDA |
|
$ |
31.2 |
|
|
$ |
(584.4 |
) |
|
$ |
164.9 |
|
|
$ |
(945.1 |
) |
Share-based compensation |
|
|
3.0 |
|
|
|
4.3 |
|
|
|
13.4 |
|
|
|
17.3 |
|
FX transaction loss (gain) on loan and other revaluation (1) |
|
|
0.5 |
|
|
|
(0.3 |
) |
|
|
2.6 |
|
|
|
(0.5 |
) |
Transaction costs (2) |
|
|
1.7 |
|
|
|
4.1 |
|
|
|
10.6 |
|
|
|
5.7 |
|
3M integration costs (3) |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
1.5 |
|
|
|
5.7 |
|
Sample collection transition and ramp up costs (4) |
|
|
(1.0 |
) |
|
|
10.3 |
|
|
|
12.4 |
|
|
|
15.0 |
|
Petrifilm duplicate manufacturing costs (5) |
|
|
2.2 |
|
|
|
1.4 |
|
|
|
12.0 |
|
|
|
2.2 |
|
Transformation initiatives and related costs (6) |
|
|
4.4 |
|
|
|
3.3 |
|
|
|
22.3 |
|
|
|
9.8 |
|
Restructuring (7) |
|
|
0.1 |
|
|
|
1.0 |
|
|
|
7.0 |
|
|
|
11.1 |
|
Goodwill impairment |
|
|
— |
|
|
|
597.9 |
|
|
|
— |
|
|
|
1,059.3 |
|
Contingent consideration adjustments |
|
|
— |
|
|
|
— |
|
|
|
0.9 |
|
|
|
0.5 |
|
Gain on sale of business |
|
|
— |
|
|
|
— |
|
|
|
(76.4 |
) |
|
|
— |
|
Discontinued product line (8) |
|
|
2.4 |
|
|
|
— |
|
|
|
2.4 |
|
|
|
0.9 |
|
Other (9) |
|
|
0.5 |
|
|
|
2.7 |
|
|
|
4.2 |
|
|
|
2.3 |
|
Adjusted EBITDA |
|
$ |
45.4 |
|
|
$ |
40.6 |
|
|
$ |
177.8 |
|
|
$ |
184.2 |
|
Adjusted EBITDA margin (% of sales) |
|
|
20.2 |
% |
|
|
18.0 |
% |
|
|
20.4 |
% |
|
|
20.6 |
% |
NEOGEN CORPORATION
RECONCILIATION OF NET LOSS TO ADJUSTED NET INCOME (UNAUDITED)
(in millions)
|
|
Three months ended May 31, |
|
|
Twelve months ended May 31, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net Loss |
|
$ |
(11.3 |
) |
|
$ |
(612.2 |
) |
|
$ |
(7.9 |
) |
|
$ |
(1,092.0 |
) |
Amortization of acquisition-related intangibles |
|
|
22.2 |
|
|
|
23.2 |
|
|
|
89.1 |
|
|
|
92.4 |
|
Share-based compensation |
|
|
3.0 |
|
|
|
4.3 |
|
|
|
13.4 |
|
|
|
17.3 |
|
FX transaction loss (gain) on loan and other revaluation (1) |
|
|
0.5 |
|
|
|
(0.3 |
) |
|
|
2.6 |
|
|
|
(0.5 |
) |
Transaction costs (2) |
|
|
1.7 |
|
|
|
4.1 |
|
|
|
10.6 |
|
|
|
5.7 |
|
3M integration costs (3) |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
1.5 |
|
|
|
5.7 |
|
Sample collection transition and ramp up costs (4) |
|
|
(1.0 |
) |
|
|
10.3 |
|
|
|
12.4 |
|
|
|
15.0 |
|
Petrifilm duplicate manufacturing costs (5) |
|
|
2.2 |
|
|
|
1.4 |
|
|
|
12.0 |
|
|
|
2.2 |
|
Transformation initiatives and related costs (6) |
|
|
4.4 |
|
|
|
3.3 |
|
|
|
22.3 |
|
|
|
9.8 |
|
Restructuring (7) |
|
|
0.1 |
|
|
|
1.0 |
|
|
|
7.0 |
|
|
|
11.1 |
|
Goodwill impairment |
|
|
— |
|
|
|
597.9 |
|
|
|
— |
|
|
|
1,059.3 |
|
Contingent consideration adjustments |
|
|
— |
|
|
|
— |
|
|
|
0.9 |
|
|
|
0.5 |
|
Gain on sale of business |
|
|
— |
|
|
|
— |
|
|
|
(76.4 |
) |
|
|
— |
|
Discontinued product line (8) |
|
|
2.4 |
|
|
|
— |
|
|
|
2.4 |
|
|
|
0.9 |
|
Other (9) |
|
|
0.5 |
|
|
|
2.7 |
|
|
|
4.2 |
|
|
|
2.3 |
|
Estimated tax effect of above adjustments (10) |
|
|
(6.4 |
) |
|
|
(24.7 |
) |
|
|
(23.9 |
) |
|
|
(58.8 |
) |
Adjusted Net Income |
|
$ |
18.7 |
|
|
$ |
11.3 |
|
|
$ |
70.2 |
|
|
|
70.9 |
|
Adjusted Earnings Per Share |
|
$ |
0.09 |
|
|
$ |
0.05 |
|
|
$ |
0.32 |
|
|
$ |
0.33 |
|
NEOGEN CORPORATION
RECONCILIATION OF GROSS PROFIT TO ADJUSTED GROSS PROFIT (UNAUDITED)
(in millions)
|
Three months ended May 31, |
|
|
Twelve months ended May 31, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Gross Profit |
$ |
107.8 |
|
|
$ |
92.9 |
|
|
$ |
408.5 |
|
|
$ |
421.4 |
|
Transaction costs (1) |
|
0.2 |
|
|
|
— |
|
|
|
0.7 |
|
|
|
— |
|
3M integration costs (2) |
|
0.4 |
|
|
|
0.3 |
|
|
|
1.5 |
|
|
|
5.7 |
|
Sample collection transition and ramp up costs (3) |
|
(1.0 |
) |
|
|
10.3 |
|
|
|
12.4 |
|
|
|
15.0 |
|
Petrifilm duplicate manufacturing costs (4) |
|
2.1 |
|
|
|
1.4 |
|
|
|
11.9 |
|
|
|
2.2 |
|
Restructuring (5) |
|
(0.1 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
4.4 |
|
Discontinued Product line (6) |
|
2.4 |
|
|
|
— |
|
|
|
2.4 |
|
|
|
0.9 |
|
Other |
|
0.1 |
|
|
|
— |
|
|
|
0.5 |
|
|
|
(0.2 |
) |
Adjusted Gross Profit |
$ |
111.9 |
|
|
$ |
104.7 |
|
|
$ |
437.8 |
|
|
$ |
449.4 |
|
NEOGEN CORPORATION
RECONCILIATION OF OPERATING EXPENSES TO ADJUSTED OPERATING EXPENSES (UNAUDITED)
(in millions)
|
Three months ended May 31, |
|
|
Twelve months ended May 31, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Total Operating Expenses |
$ |
104.7 |
|
|
$ |
704.1 |
|
|
$ |
430.1 |
|
|
$ |
1,482.4 |
|
Amortization of acquisition-related intangibles |
|
22.2 |
|
|
|
23.2 |
|
|
|
89.1 |
|
|
|
92.4 |
|
Share-based compensation |
|
3.0 |
|
|
|
4.3 |
|
|
|
13.4 |
|
|
|
17.3 |
|
Transaction costs (1) |
|
1.6 |
|
|
|
4.1 |
|
|
|
9.4 |
|
|
|
5.7 |
|
Transformation initiatives and related costs (2) |
|
4.4 |
|
|
|
3.3 |
|
|
|
22.3 |
|
|
|
9.8 |
|
Restructuring (3) |
|
0.2 |
|
|
|
1.2 |
|
|
|
7.1 |
|
|
|
6.7 |
|
Goodwill impairment |
|
— |
|
|
|
597.9 |
|
|
|
— |
|
|
|
1,059.3 |
|
Other (4) |
|
0.5 |
|
|
|
0.4 |
|
|
|
4.9 |
|
|
|
2.9 |
|
Adjusted Operating Expenses |
$ |
72.8 |
|
|
$ |
69.7 |
|
|
$ |
283.9 |
|
|
$ |
288.3 |
|
NEOGEN CORPORATION
RECONCILIATION OF OPERATING LOSS TO ADJUSTED OPERATING INCOME (UNAUDITED)
(in millions)
|
Three months ended May 31, |
|
|
Twelve months ended May 31, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating Income (Loss) |
$ |
3.1 |
|
|
$ |
(611.2 |
) |
|
$ |
(21.6 |
) |
|
$ |
(1,061.0 |
) |
Amortization of acquisition-related intangibles |
22.2 |
|
|
|
23.2 |
|
|
|
89.1 |
|
|
|
92.4 |
|
|
Share-based compensation |
|
3.0 |
|
|
|
4.3 |
|
|
|
13.4 |
|
|
|
17.3 |
|
Transaction costs (1) |
1.8 |
|
|
|
4.1 |
|
|
|
10.1 |
|
|
|
5.7 |
|
|
3M Integration costs (2) |
0.4 |
|
|
|
0.3 |
|
|
|
1.5 |
|
|
|
5.7 |
|
|
Sample collection transition and ramp up costs (3) |
|
(1.0 |
) |
|
|
10.3 |
|
|
|
12.4 |
|
|
|
15.0 |
|
Petrifilm duplicate manufacturing costs (4) |
2.2 |
|
|
|
1.4 |
|
|
|
12.0 |
|
|
|
2.2 |
|
|
Transformation initiatives and related costs (5) |
4.4 |
|
|
|
3.3 |
|
|
|
22.3 |
|
|
|
9.8 |
|
|
Restructuring (6) |
0.1 |
|
|
|
1.0 |
|
|
|
7.0 |
|
|
|
11.1 |
|
|
Goodwill impairment |
|
— |
|
|
|
597.9 |
|
|
|
— |
|
|
|
1,059.3 |
|
Discontinued Product line (7) |
2.4 |
|
|
|
— |
|
|
|
2.4 |
|
|
|
0.9 |
|
|
Other (8) |
0.5 |
|
|
|
0.4 |
|
|
|
5.3 |
|
|
|
2.7 |
|
|
Adjusted Operating Income |
$ |
39.1 |
|
|
$ |
35.0 |
|
|
$ |
153.9 |
|
|
$ |
161.1 |
|
NEOGEN CORPORATION
RECONCILIATION OF GROWTH TO CORE GROWTH & FREE CASH FLOW
(In millions)
|
|
FY26 |
|
|
FY25 |
|
|
Growth |
|
Foreign Currency |
|
Acquisitions/Divestitures |
|
Core Revenue Growth |
||
Food Safety |
|
$ |
641.1 |
|
|
$ |
638.1 |
|
|
0.5% |
|
2.1% |
|
(4.7%) |
|
3.1% |
Animal Safety |
|
|
229.3 |
|
|
|
256.6 |
|
|
(10.6%) |
|
0.2% |
|
(10.0%) |
|
(0.8%) |
Total Neogen |
|
$ |
870.4 |
|
|
$ |
894.7 |
|
|
(2.7%) |
|
1.6% |
|
(6.2%) |
|
1.9% |
|
|
Q4 FY26 |
|
|
Q4 FY25 |
|
|
Growth |
|
Foreign Currency |
|
Acquisitions/Divestitures |
|
Core Revenue Growth |
||
Food Safety |
|
$ |
166.8 |
|
|
$ |
161.8 |
|
|
3.1% |
|
2.3% |
|
(5.0%) |
|
5.8% |
Animal Safety |
|
|
58.5 |
|
|
|
63.7 |
|
|
(8.2%) |
|
0.7% |
|
(9.4%) |
|
0.5% |
Total Neogen |
|
$ |
225.3 |
|
|
$ |
225.5 |
|
|
(0.1%) |
|
1.9% |
|
(6.3%) |
|
4.3% |
|
|
FY26 |
|
|||||||||||||||||
|
|
Q1 |
|
|
Q2 |
|
|
Q3 |
|
|
Q4 |
|
|
YTD |
|
|||||
Net cash provided by operating activities |
|
$ |
10.9 |
|
|
$ |
19.4 |
|
|
$ |
22.7 |
|
|
$ |
30.2 |
|
|
$ |
83.2 |
|
Purchase of PPE |
|
|
(24.0 |
) |
|
|
(11.7 |
) |
|
|
(11.6 |
) |
|
|
(4.0 |
) |
|
|
(51.3 |
) |
Free cash flow |
|
$ |
(13.1 |
) |
|
$ |
7.7 |
|
|
$ |
11.1 |
|
|
$ |
26.2 |
|
|
$ |
31.9 |
|
Source: Neogen Corporation
Investor Contact
Scott Gleason
(435) 395-0254
Media Contact:
Lauren White
(202) 320-8677
[email protected]