NEOGEN CORP
For the period ended Nov 30, 2024. Filed Jan 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Nov 30, 2024 · Filed Jan 15, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30,2024.
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-17988
(Exact name of registrant as specified in its charter)
| Michigan | 38-2367843 |
|---|---|
| (State or other jurisdiction ofincorporation or organization) | (IRS EmployerIdentification Number) |
620 Lesher Place
Lansing, Michigan 48912
(Address of principal executive offices, including zip code)
(517)372-9200
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of each Class | TradingSymbol(s) | Name of each exchangeon which registered |
|---|---|---|
| Common Stock, $0.16 par value per share | NEOG | NASDAQ Global Select Market |
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☐ | Smaller Reporting Company | ☐ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YES☐ NO☒
As of November 30, 2024 there were 216,944,017 shares of Common Stock outstanding.
NEOGEN CORPORATION
TABLE OF CONTENTS
| Page No. | |||
|---|---|---|---|
| PART I. FINANCIAL INFORMATION | |||
| Item 1. | Interim Condensed Consolidated Financial Statements (unaudited) | 2 | |
| Condensed Consolidated Balance Sheets – November 30, 2024 and May 31, 2024 | 2 | ||
| Condensed Consolidated Statements of Operations – Three and six months ended November 30, 2024 and 2023 | 3 | ||
| Condensed Consolidated Statements of Comprehensive (Loss) Income – Three and six months ended November 30, 2024 and 2023 | 4 | ||
| Condensed Consolidated Statements of Equity – Three and six months ended November 30, 2024 and 2023 | 5 | ||
| Condensed Consolidated Statements of Cash Flows – Six months ended November 30, 2024 and 2023 | 6 | ||
| Notes to Interim Condensed Consolidated Financial Statements – November 30, 2024 | 7 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 16 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 26 | |
| Item 4. | Controls and Procedures | 27 | |
| PART II. OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 28 | |
| Item 1A. | Risk Factors | 28 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 | |
| Item 5. | Other Information | 29 | |
| Item 6. | Exhibits | 30 | |
| SIGNATURES | 31 | ||
| CEO Certification | |||
| CFO Certification | |||
| Section 906 Certification | |||
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