v3.25.2
Goodwill and Other Intangible Assets
12 Months Ended
May 31, 2025
Disclosure of Goodwill and Other Intangible Assets [Abstract]  
Goodwill and Other Intangible Assets

6. Goodwill and Other Intangible Assets

Goodwill

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. Management utilized a third-party to quantitatively assess its Food Safety reporting unit. Based on the results of the analysis, the carrying value of the Food Safety reporting unit exceeded its fair value. Accordingly, an impairment charge of $461,390 was recorded. Differences in the balance sheet change and impairment charge are due to foreign exchange.

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. Management utilized a third-party to quantitatively assess its Food Safety and Animal Safety reporting units. 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. Accordingly, impairment charges of $584,826 and $13,105 were recorded for the Food Safety and Animal Safety reporting units, respectively. The fourth quarter impairment charges were primarily caused by recent overall financial performance. 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.

 

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. 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:

 

 

 

Food Safety

 

 

Animal Safety

 

 

Total

 

Balance, May 31, 2023

 

$

2,056,161

 

 

$

81,335

 

 

$

2,137,496

 

Acquisitions

 

 

250

 

 

 

 

 

 

250

 

Foreign currency translation and other

 

 

(2,206

)

 

 

92

 

 

 

(2,114

)

Balance, May 31, 2024

 

$

2,054,205

 

 

$

81,427

 

 

$

2,135,632

 

Impairment

 

 

(1,045,349

)

 

 

(13,084

)

 

 

(1,058,433

)

Foreign currency translation and other (1)

 

 

(11,973

)

 

 

(324

)

 

 

(12,297

)

Balance, May 31, 2025

 

$

996,883

 

 

$

68,019

 

 

$

1,064,902

 

 

(1) Other charge includes goodwill impairment related to held for sale entities.

Intangible Assets

Definite-lived intangible assets consisted of the following and are included in amortizable intangible assets within the consolidated balance sheets:

 

 

 

Gross
Carrying
Amount

 

 

Less
Accumulated
Amortization

 

 

Net
Carrying
Amount

 

Licenses

 

$

15,612

 

 

$

7,828

 

 

$

7,784

 

Covenants not to compete

 

 

422

 

 

 

349

 

 

 

73

 

Patents

 

 

8,928

 

 

 

4,393

 

 

 

4,535

 

Customer relationships intangibles

 

 

1,231,875

 

 

 

196,727

 

 

 

1,035,148

 

Trade names and trademarks

 

 

119,233

 

 

 

16,404

 

 

 

102,829

 

Developed technology

 

 

307,883

 

 

 

62,253

 

 

 

245,630

 

Other product and service-related intangibles

 

 

16,388

 

 

 

1,902

 

 

 

14,486

 

Balance, May 31, 2025

 

$

1,700,341

 

 

$

289,856

 

 

$

1,410,485

 

 

 

 

 

 

 

 

 

 

 

Licenses

 

$

14,407

 

 

$

7,214

 

 

$

7,193

 

Covenants not to compete

 

 

487

 

 

 

425

 

 

 

62

 

Patents

 

 

7,692

 

 

 

3,770

 

 

 

3,922

 

Customer relationships intangibles

 

 

1,244,790

 

 

 

140,963

 

 

 

1,103,827

 

Trade names and trademarks

 

 

124,328

 

 

 

11,407

 

 

 

112,921

 

Developed technology

 

 

307,560

 

 

 

41,150

 

 

 

266,410

 

Other product and service-related intangibles

 

 

23,947

 

 

 

6,629

 

 

 

17,318

 

Balance, May 31, 2024

 

$

1,723,211

 

 

$

211,558

 

 

$

1,511,653

 

 

Amortization expense for intangibles totaled $93,917, $94,946, and $71,085 in fiscal years 2025, 2024, and 2023, respectively. 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.

Estimated amortization expense for fiscal years: 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.

The amortizable intangible assets' useful lives are as follows:

 

Useful Lives Range

Licenses

2 - 20 years

Covenants not to compete

3 - 10 years

Patents

5 - 25 years

Customer relationships intangibles

9 - 20 years

Trade names and trademarks

10 - 25 years

Developed technology

10 - 20 years

Other product and service-related intangibles

5 - 15 years

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.

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.

Management utilized a third-party to quantitatively assess its asset groups with an undiscounted cash flow analysis. Based on the results of the analysis, the undiscounted cash flows of the asset groups exceeded their carrying value. 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. This impairment was recorded in the Company's Food Safety segment within operating expenses.

Management completed the annual impairment analysis of intangible assets with indefinite lives using a qualitative assessment for fiscal year 2023. Other than the impairment in fiscal year 2023 related to the discrete trademarks discussed above, management determined that other recorded amounts were not impaired and that no additional impairment charges were necessary. In fiscal year 2024, the non-amortizable intangible assets were reclassified to definite-lived intangible assets. 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.