NEOG Neogen Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 04, 2024

 

 

Neogen Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Michigan			0-17988	38-2367843
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
620 Lesher Place
Lansing, Michigan				48912
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (517) 372-9200

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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

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

Emerging growth company ☐

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

 

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Item 7.01 Regulation FD Disclosure.

On June 4, 2024 Neogen Corporation published presentation materials for the William Blair Growth Stock Conference, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1		Investor Presentation dated June 4, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

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

			NEOGEN CORPORATION
Date:	June 4, 2024	By:	/s/ Amy M. Rocklin
			Name: Amy M. Rocklin Title: Chief Legal & Compliance Officer, Corporate Secretary

 

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William BlairGrowth Stock Conference June 4, 2024

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Disclaimer Forward Looking StatementsThis presentation includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, are forward-looking statements. These forward-looking statements are based on Neogen’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from those stated or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such forward-looking statements include, among others, the success of the recently completed combination with the food safety business of 3M Company, limitations or restrictions on Neogen’s activities arising in connection with the transaction, competition and our ability to develop and market new products, recruitment, retention and dependence on key employees, economic conditions affecting the agriculture and food production industries, effects of the ongoing COVID-19 pandemic on our business, supply chain disruption, higher interest rates and inflation, risks relating to international operations and expansion into new geographical markets, identification and integration of acquisitions, research and development risks, patent and trade secret protection, government regulation and other risk factors detailed from time to time in Neogen’s reports filed with the SEC, including Neogen’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the Securities and Exchange Commission, including documents filed with the Securities and Exchange Commission in connection with the recently completed transaction with 3M Company. The foregoing list of important factors is not exclusive. Any forward-looking statements speak only as of the date of this presentation. Neogen expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Non-GAAP Financial Information This presentation includes Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP financial measures. These non-GAAP financial measures are presented for informational purposes only and should not be regarded as a replacement for corresponding GAAP measures. In regards to the forward-looking non-GAAP Adjusted EBITDA and Adjusted EBITDA Margin included in this presentation, we are not able to reconcile such metrics to the closest corresponding GAAP measures without unreasonable efforts because we are unable to predict the ultimate outcome of certain significant items.

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Our PurposeWe’re fueling a brighter future for global food security. Our VisionWe envision a world where everyone has access to a food supply that is safe, sufficient and sustainable. Global food security is a lofty goal. But it’s one we’re uniquely positioned to achieve. For over 40 years we’ve made it our mission to keep our food supply safe. To further human and animal well-being. To champion sustainable practices that affect our land, our water, our world. Every decision made on a farm, in a lab, at a processing plant, affects food security. And we’ll be leading every step of the way.

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Founded in 1982 with a $50,000 grant from Michigan State University 2,500+ Employees Worldwide 300+ Scientists and Engineers Headquarters Lansing, MI USA Sales and support presence in nearly 40 countries

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Animal SafetyEnsuring Wellbeing Develop solutions for animal protein, animal performance and companion animal segments Offer portfolio of biosecurity products to help prevent the spread of disease, as well as veterinary instruments and supplies to enhance animal care Genetic testing and related data capabilities to optimize herd selection and companion animal care Food SafetyProtecting the Food Supply Food safety products that reach all segments of the food, beverage and feed industries Solutions include rapid quantification of detected organisms, sanitation verification tools and innovative pathogen tests Data platform with the opportunity to leverage AI to drive aggregation and predictive analytics Global Leader in Food Security Product offerings across Neogen's Food Safety and Animal Safety platforms help solve global food security challenges

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A Global Presence North America Canada United States Latin America Argentina Brazil Central America Chile Colombia Guatemala Mexico Paraguay Uruguay Asia Pacific Australia China India Indonesia Japan Korea New Zealand Philippines Thailand © 2024 Neogen Corporation. All rights reserved. | 6 Lansing, MI HeadquartersNew Production Facility Europe Denmark Estonia France Germany Greece Hungary Ireland Italy Netherlands Norway Sweden Poland Spain Switzerland United Kingdom Middle East United Arab Emirates

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Leading Portfolio of Consumables Companion Animal Veterinary Instruments, Animal Care Production Animal Biosecurity Petrifilm Hygiene Monitoring Culture Media and Sample Handling Indicator Testing andCulture Media Easy-to-use, rapid indication of presence of organisms in a sample Complementary products for accurate sample collection and incubation Allergen Testing Natural Toxin Testing Rapid detection of allergens in food processing lines Rapid detection of mycotoxins, primarily in harvested crops Allergens and Natural Toxins Pathogen Detection Bacterial and General Sanitation Rapid microbiological detection of pathogens in food processing and other facilities Surface test for rapid detection of organic matter Animal Safety Products Animal health delivery systems, as well as veterinary instruments, pharmaceuticals & biologics Products intended to reduce spread of disease from humans, insects & rodents Genetic testing to optimize herd selection and performance Identification of breed(s), diseases and traits for veterinarians, breeders & pet owners Genomics Helping customers protect the global food supply and reduce food waste

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Significant Tailwinds Increasing prevalence of food allergies Rising incomes & food standards in emerging markets Consumer demand for more organic, less processed food with fewer antibiotics increases need for pathogen detection and biosecurity solutions Increasing traceability requirements Increasing outbreaks, recognition of high cost leading to more robust testing across the supply chain Well-Positioned to Address Global Food Security Challenges Serving Large and Growing Markets… …with Attractive Long-Term Fundamentals… …Addressed by a ComprehensiveOffering of Global Solutions Product Categories Food Supply Chain at Nexus of Major Trends Traceability Climate ChangeNew Crops & Pathogens Know the Grower Globalization Water Scarcity Digital Evolution Sustainability Geographic Mix Genomics10% Indicator Testing, Culture Media & Other35% Animal Safety Products27% Allergens &Natural Toxins 9% Bacterial & General Sanitation 19%00 U.S. & Canada56% Latin America14% Asia Pacific12% Australia & New Zealand3% Europe, Middle East, Africa & India15% ANIMAL SAFETY 4-6% $55B Est. Market Size Est. LT Growth Rate FOOD SAFETY 6-8% $22B Served Addressable Market (SAM) Significant opportunity to achieve long-term success in this attractive and rapidly growing category Q3 FY24 LTM Revenue Q3 FY24 LTM Revenue

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Integrated Offering Enables Food Security for All Crop Farmers Commodity Processors Animal Producers Food Processors Food Retail Consumer More, safer food, with reduced waste Food Security Genomic Improvement Organism Testing, Allergen Testing, Hygiene Monitoring, Nutritional Analysis Pathogen Testing Data Analytics Biosecurity Regulatory

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Consumer Genomic Improvement Regulatory Focus Driving Growth Across the Global Food Security Chain Leveraging Core Capabilities Foundational diagnostics capabilities and expertise Microbiology Immunoassays Food safety end market, as well as attractive adjacencies Regional Expansion Local execution of growth strategies by enhanced regional leaderships USAC/LATAM strength EMEA/APAC under-penetration Innovation Refocused teams, expanded capabilities Multi-generation product roadmaps Initiatives across Food Safety, Animal Safety, Genomics Testing & Compliance Processing Diagnostic Screening Biosecurity & Hygiene Feed Production Agriculture & Farm Production

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Post-Integration Expectations MSD-HSD annual core revenue growth 30%+ Adjusted EBITDA margin ~100% Free Cash Flow Conversion (1) Net Leveragetarget < 2.0x (2) Services Transition Current Status Integration Fully Underway Manufacturing Transition Expected Status – Q1 FY25 Stable supply from transition manufacturing partner Indicator Testing Sample Handling Pathogen Detection Hygiene Monitoring Back-Office Services (TSA) Distribution Services (TDSA) Relocation of equipment complete Fully integrated Fully integrated Construction of facility complete, installation of equipment underway Fully integrated Fully integrated Fully integrated Fully integrated Fully integrated, ramping up distribution efficiency levels Fully integrated Fully integrated Workstreams remain on track, providing a path to a compelling post-integration financial profile (1) Net cash from operating activities, less capital expenditures, as a percentage of Adjusted Net Income(2) Gross debt minus cash and equivalents, divided by LTM Adjusted EBITDA

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Q4 FY24 Update Demonstrated continued shipping progress throughout the quarter Preliminary view of revenue is modestly ahead of guidance midpoint Remain on track to resolve ERP-related order fulfillment challenges in Q1 Commercial teams pivoting back to demand generation efforts

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Investment Highlights Clear leader in attractive Food Safety end market with long-term, secular tailwinds Portfolio of over 95% consumable products, cost of which is insignificant relative to potential costs resulting from inadequate testing Opportunity to leverage technological expertise, scale and enhanced regional leadership to deliver on focused initiatives and extend the Company’s demonstrated track record of strong historical growth Majority of integration workstreams and related spending have been completed, providing a path to a compelling level of consistent growth, high profitability and strong free cash flow generation

v3.24.1.1.u2

Document And Entity Information	Jun. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 04, 2024
Entity Registrant Name	Neogen Corporation
Entity Central Index Key	0000711377
Entity Emerging Growth Company	false
Entity File Number	0-17988
Entity Incorporation, State or Country Code	MI
Entity Tax Identification Number	38-2367843
Entity Address, Address Line One	620 Lesher Place
Entity Address, City or Town	Lansing
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48912
City Area Code	(517)
Local Phone Number	372-9200
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.16 par value per share
Trading Symbol	NEOG
Security Exchange Name	NASDAQ

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