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Goodwill and Other Intangible Assets
12 Months Ended
May 31, 2024
Disclosure of Goodwill and Other Intangible Assets [Abstract]  
Goodwill and Other Intangible Assets

5. Goodwill and Other Intangible Assets

Goodwill

Management completed the annual impairment analysis of goodwill using a third-party quantitative and qualitative assessment as of the first day of the fourth quarter of fiscal year 2024. The Animal Safety reporting unit was tested by utilizing a qualitative assessment. The fair value of the Food Safety reporting unit was determined and compared to the carrying value. The inputs to the fair value are defined in the fair value hierarchy as Level 3 inputs. If the carrying value had exceeded the fair value, an impairment charge would have been recorded based on that difference. The annual impairment analysis resulted in no impairment for 2024 and 2023.

Under the quantitative approach, fair value of the reporting unit is estimated based on a combination of an income-based approach consisting of a discounted cash flows analysis and the use of 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. Management develops its discounted cash flows analysis based on information available as of the date of our assessment, using assumptions such as forecasted revenue growth rates and gross margin assumptions that are discounted to present value. Management typically assigns more weight to the income-based valuation method. Management also evaluates the fair value estimates of the reporting units in the context of the Company’s total enterprise market value.

The following table summarizes goodwill by reportable segment:

 

 

 

Food Safety

 

 

Animal Safety

 

 

Total

 

Balance, May 31, 2022

 

$

67,558

 

 

$

75,146

 

 

$

142,704

 

Acquisitions

 

 

1,985,476

 

 

 

6,783

 

 

 

1,992,259

 

Foreign currency translation and other

 

 

3,127

 

 

 

(594

)

 

 

2,533

 

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

 

 

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

 

$

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

 

 

 

 

 

 

 

 

 

 

 

Licenses

 

$

16,010

 

 

$

6,763

 

 

$

9,247

 

Covenants not to compete

 

 

488

 

 

 

384

 

 

 

104

 

Patents

 

 

8,499

 

 

 

4,865

 

 

 

3,634

 

Customer relationships intangibles

 

 

1,244,635

 

 

 

81,577

 

 

 

1,163,058

 

Trade names and trademarks

 

 

111,172

 

 

 

3,583

 

 

 

107,589

 

Developed technology

 

 

309,609

 

 

 

20,175

 

 

 

289,434

 

Other product and service-related intangibles

 

 

23,628

 

 

 

5,907

 

 

 

17,721

 

Balance, May 31, 2023

 

$

1,714,041

 

 

$

123,254

 

 

$

1,590,787

 

 

Amortization expense for intangibles totaled $94,946, $71,085, and $9,600 in fiscal years 2024, 2023, and 2022, 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 approximate amortization expense for the next five fiscal years and thereafter is as follows: 2025—$96,000, 2026—$96,000, 2027—$95,000, 2028—$95,000, 2029—$91,000 and thereafter—$1,039,000.

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.

As of May 31, 2023, non-amortizable intangible assets included licenses of $569, trademarks of $12,522 and other intangibles of $1,224. 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.