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Business Combinations | 3 Months Ended
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Aug. 31, 2023
Business Combinations | 8. BUSINESS COMBINATIONS The condensed consolidated statements of income reflect the results of operations for business acquisitions since the respective dates of purchase. All are accounted for using the acquisition method. Goodwill recognized in the acquisitions discussed below relates primarily to enhancing the Company’s strategic platform for the expansion of available product offerings. Fiscal 2023 Thai-Neo Biotech Co., Ltd. Acquisition On July 1, 2022, Neogen 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. 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 payable on October 1, 2023. The final purchase price allocation, based upon the fair value of these assets and liabilities determined using the income approach, included accounts receivable of $177, inventory of $232, prepaids of $3, net property, plant and equipment of $16, other non-current assets of $6, accounts payable of $98, other payables of $6, non-current tax liabilities of $124, intangible assets of $620 (with an estimated life of 10 years) and the remainder to goodwill (non-deductible for tax purposes). The business continues to operate in Bangkok, Thailand, reporting within the Food Safety segment. Corvium Acquisition 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. This acquisition, which primarily includes the software technology, advances the Company's food safety data analytics strategy. The purchase price consideration was $24,067, which included $9,004 held in escrow. In the first quarter of fiscal 2024, $8,000 of the escrow balance was released to Corvium, Inc. This transaction is a business combination and was accounted for using the acquisition method. 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. 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. In the first quarter of fiscal 2024, the Company recorded adjustments to intangible assets of $100, which increased the balance, based on finalization of a third-party advisor's valuation work and fair value estimates. Goodwill, which is fully deductible for tax purposes, includes value associated with profits earned from data management solutions that can be offered to existing customers and the expertise and reputation of the assembled workforce. These values are Level 3 fair value measurements. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition:
Prepaids and other current assets |  | $ | 66 |
Property, plant and equipment |  |  | 13 |
Intangible assets |  |  | 10,280 |
Deferred revenue |  |  | (1,827 | )
Adjustment of annual license prepaid |  |  | (419 | )
Other non-current liabilities |  |  | (930 | )
Total identifiable assets and liabilities acquired |  |  | 7,183 |
Goodwill |  |  | 16,884 |
Total purchase consideration |  | $ | 24,067 |
For each completed acquisition listed above, the revenues and net income were not considered material and were therefore not disclosed. 3M Food Safety Transaction On September 1, 2022, Neogen, 3M, and Neogen Food Safety Corporation (“Neogen Food Safety Corporation”), 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. 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 cash consideration of $1 billion, funded by the additional financing secured by the Company. See Note 10. "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. 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. 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. These values are Level 3 fair value measurements. The preliminary fair values of net tangible assets and intangible assets acquired were based on preliminary valuations, and our estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of inventories and property, plant and equipment, as well as deferred income tax liabilities. The fair values of the assets acquired and liabilities assumed are based on our preliminary estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. While we believe that these preliminary estimates provide a reasonable basis for estimating the fair value of the assets acquired and liabilities assumed, we will continue to evaluate available information prior to finalization of the amounts. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition:
Cash and cash equivalents |  | $ | 319 |
Inventories |  |  | 18,403 |
Other current assets |  |  | 14,855 |
Property, plant and equipment |  |  | 25,832 |
Intangible assets |  |  | 1,559,805 |
Right of use asset |  |  | 882 |
Lease liability |  |  | (885 | )
Deferred tax liabilities |  |  | (352,636 | )
Other liabilities |  |  | (2,832 | )
Total identifiable assets and liabilities acquired |  |  | 1,263,743 |
Goodwill |  |  | 1,974,870 |
Total purchase consideration |  | $ | 3,238,613 |
The following table summarizes the intangible assets acquired and the useful life of these assets.
|  | Fair Value |  |  | Useful Life in Years |
Trade Names and Trademarks |  | $ | 108,434 |  |  |  | 25 |
Developed Technology |  |  | 277,650 |  |  |  | 15 |
Customer Relationships |  |  | 1,173,721 |  |  |  | 20 |
Total intangible assets acquired |  | $ | 1,559,805 |  |  |  |
During the three months ended August 31, 2023, transaction fees and integration expenses of $1,661 were expensed. In the three months ended August 31, 2022, acquisition related costs of $13,732 were expensed. These costs are included in general and administrative expenses in the Company’s condensed consolidated statements of income. The operating results of the FSD have been included in the Company’s condensed consolidated statements of income since the acquisition date. In the first quarter of fiscal 2024, the FSD’s total revenue was $98,049 and operating income was approximately $12,000. The operating income includes $1,661 of transaction fees and integration expenses and $20,314 of amortization expense for acquired intangible assets. The following table presents pro forma information as if the merger with the 3M FSD business had occurred on June 1, 2022 and had been combined with the results reported in our condensed consolidated statements of income for all periods presented:
|  | Three Months Ended August 31, |
|  | 2023 |  |  | 2022 |
Net sales |  | $ | 228,987 |  |  | $ | 229,861 |
Operating Income |  | $ | 19,135 |  |  | $ | 11,093 |
The unaudited pro forma information is presented for informational purposes only and is not indicative of the results that would have been achieved if the merger had taken place at such time. 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. 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. 3M periodically remits amounts charged to customers on our behalf and charges us for the associated cost of goods sold and transition service fees. As of August 31, 2023 and May 31, 2023, a net receivable from 3M of $24,925 and $12,365, respectively, was included in prepaid expenses and other current assets in the Company’s condensed consolidated balance sheets.

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