Exhibit 99.2

INDEX TO COMBINED FINANCIAL STATEMENTS OF THE FOOD SAFETY BUSINESS

 
Beginning
Page
Combined Statement of Income
F-2
Combined Statement of Comprehensive Income
F-3
Combined Balance Sheet
F-4
Combined Statement of Cash Flows
F-5
Combined Statement of Changes in Equity
F-6
Notes to Combined Financial Statements
F-8
Note 1 – Significant Accounting Policies
F-8
Note 2 – New Accounting Pronouncements
F-8
Note 3 – Revenues
F-9
Note 4 – Property, Plant, and Equipment, Net
F-10
Note 5 – Goodwill and Intangible Assets
F-10
Note 6 – Related Party Transactions, Corporate Allocations, and Net 3M Investment
F-11
Note 7 – Commitments and Contingencies
F-12
Note 8 – Subsequent Events
F-12


F-1

 
Food Safety Business of 3M Company
Combined Statement of Income
(Unaudited)

   
Three months ended
June 30,
    
Six months ended
June 30,
  
(In thousands of U.S. dollars)
  
2022
    
2021
    
2022
    
2021
  
Net sales
  
$
89,352
    
$
93,441
    
$
180,973
    
$
178,958
  
Operating expenses
                                
     Cost of sales
    
38,478
      
34,267
      
74,707
      
66,382
  
     Selling, general and administrative expenses
    
20,736
      
20,380
      
42,846
      
40,345
  
     Research, development and related expenses
    
6,037
      
6,197
      
12,372
      
12,233
  
          Total operating expenses
    
65,251
      
60,844
      
129,925
      
118,960
  
Income before income taxes
    
24,101
      
32,597
      
51,048
      
59,998
  
Provision for income taxes
    
4,797
      
6,950
      
10,447
      
12,508
  
Net income
  
$
19,304
    
$
25,647
    
$
40,601
    
$
47,490
  


The accompanying Notes to Combined Financial Statements are an integral part of these statements.

F-2

 
Food Safety Business of 3M Company
Combined Statement of Comprehensive Income
(Unaudited)

   
Three months ended
June 30,
    
Six months ended
June 30,
  
(In thousands of U.S. dollars)
  
2022
    
2021
    
2022
    
2021
  
Net income
  
$
19,304
    
$
25,647
    
$
40,601
    
$
47,490
  
Other comprehensive income (loss), net of tax:
                                
Cumulative translation adjustment
    
(4,760
)
    
1,369
      
(4,494
)
    
(1,298
)
     Total other comprehensive income (loss), net of tax
    
(4,760
)
    
1,369
      
(4,494
)
    
(1,298
)
Comprehensive income (loss)
  
$
14,544
    
$
27,016
    
$
36,107
    
$
46,192
  


The accompanying Notes to Combined Financial Statements are an integral part of these statements.



F-3

 
Food Safety Business of 3M Company
Combined Balance Sheet
(Unaudited)

(In thousands of U.S. dollars)
  
June 30,
2022
    
December 31,
2021
  
Assets
            
Current assets
            
     Cash
  
$
—
    
$
—
  
     Accounts receivable — net of allowances of $921 and $882
    
51,686
      
47,781
  
     Inventories
                
     Finished goods
    
21,508
      
21,632
  
     Work in process
    
7,454
      
5,614
  
     Raw materials and supplies
    
8,741
      
7,876
  
          Total inventories
    
37,703
      
35,122
  
     Other current assets
    
5,206
      
5,227
  
          Total current assets
    
94,595
      
88,130
  
Property, plant and equipment
    
53,060
      
54,594
  
     Less: Accumulated depreciation
    
(31,299
)
    
(31,032
)
     Property, plant and equipment — net
    
21,761
      
23,562
  
Operating lease right of use assets
    
1,012
      
1,403
  
Goodwill
    
79,983
      
81,046
  
Intangible assets — net
    
2,934
      
3,250
  
Deferred tax assets — non-current
    
6,645
      
3,836
  
Other assets
    
1,281
      
1,289
  
          Total assets
  
$
208,211
    
$
202,516
  
Liabilities
                
Current liabilities
                
     Accounts payable
  
$
12,083
    
$
8,497
  
     Accrued payroll
    
1,609
      
3,641
  
     Operating lease liabilities — current
    
287
      
357
  
     Other current liabilities
    
3,930
      
3,979
  
          Total current liabilities
    
17,909
      
16,474
  
Operating lease liabilities — non-current
    
708
      
1,017
  
Deferred income taxes — non-current
    
8
      
8
  
          Total liabilities
  
$
18,625
    
$
17,499
  
Commitments and contingencies (Note 7)
                
Equity
                
     3M net investment
  
$
237,984
    
$
228,921
  
     Accumulated other comprehensive income (loss)
    
(48,398
)
    
(43,904
)
          Total equity
  
$
189,586
    
$
185,017
  
          Total liabilities and equity
  
$
208,211
    
$
202,516
  


The accompanying Notes to Combined Financial Statements are an integral part of these statements.
F-4

 
Food Safety Business of 3M Company
Combined Statement of Cash Flows
(Unaudited)

   
Six months ended
June 30,
  
(In thousands of U.S. dollars)
  
2022
    
2021
  
Cash Flows from Operating Activities
            
Net income
  
$
40,601
    
$
47,490
  
Adjustments to reconcile net income to net cash provided by operating activities
                
     Depreciation and amortization
    
3,190
      
2,858
  
     Stock-based compensation expense
    
1,034
      
810
  
     Deferred income taxes
    
(2,808
)
    
-
  
     Changes in operating assets and liabilities
                
          Accounts receivable
    
(5,653
)
    
(2,677
)
          Inventories
    
(3,588
)
    
(10,784
)
          Accounts payable
    
4,290
      
3,315
  
          Accrued payroll
    
(1,972
)
    
(88
)
     Other — net
    
(814
)
    
(259
)
Net cash provided by (used in) operating activities
  
$
34,280
    
$
40,665
  
                 
Cash Flows from Investing Activities
                
Purchases of property, plant and equipment
    
(1,918
)
    
(2,963
)
Net cash provided by (used in) investing activities
  
$
(1,918
)
  
$
(2,963
)
                 
Cash Flows from Financing Activities
                
Net transfers to 3M
    
(32,572
)
    
(37,483
)
Other — net
    
210
      
(219
)
Net cash provided by (used in) financing activities
  
$
(32,362
)
  
$
(37,702
)
                 
Net increase (decrease) in cash and cash equivalents
    
—
      
—
  


The accompanying Notes to Combined Financial Statements are an integral part of these statements.


F-5

 
Food Safety Business of 3M Company
Combined Statement of Changes in Equity
Three months ended June 30,
(Unaudited)

(In thousands of U.S. dollars)
  
3M Net
Investment
    
Accumulated
Other
Comprehensive
Income (Loss)
    
Total
Equity
  
Balance at March 31, 2021
  
$
222,875
    
$ 
(41,539
)
  
$
181,336
  
Net income
    
25,647
      
—
      
25,647
  
Other comprehensive income (loss), net of tax
    
—
      
1,369
      
1,369
  
Stock-based compensation
    
187
      
—
      
187
  
Net transfers to 3M
    
(19,008
)
    
—
      
(19,008
)
Balance at June 30, 2021
  
$
229,701
    
$
(40,170
)
  
$
189,531
  
                         
Balance at March 31, 2022
  
$
233,561
    
$
(43,638
)
  
$
189,923
  
Net income
    
19,304
      
—
      
19,304
  
Other comprehensive income (loss), net of tax
    
—
      
(4,760
)
    
(4,760
)
Stock-based compensation
    
271
      
—
      
271
  
Net transfers to 3M
    
(15,152
)
    
—
      
(15,152
)
Balance at June 30, 2022
  
$
237,984
    
$
(48,398
)
  
$
189,586
  


The accompanying Notes to Combined Financial Statements are an integral part of these statements.


F-6

 
Food Safety Business of 3M Company
Combined Statement of Changes in Equity
Six months ended June 30,
(Unaudited)

(In thousands of U.S. dollars)
  
3M Net
Investment
    
Accumulated
Other
Comprehensive
Income (Loss)
    
Total Equity
  
Balance at December 31, 2020
  
$
218,884
    
$
(38,872
)
  
$
180,012
  
Net income
    
47,490
      
—
      
47,490
  
Other comprehensive income (loss), net of tax
    
—
      
(1,298
)
    
(1,298
)
Stock-based compensation
    
810
      
—
      
810
  
Net transfers to 3M
    
(37,483
)
    
—
      
(37,483
)
Balance at June 30, 2021
  
$
229,701
    
$
(40,170
)
  
$
189,531
  
                         
Balance at December 31, 2021
  
$
228,921
    
$
(43,904
)
  
$
185,017
  
Net income
    
40,601
      
—
      
40,601
  
Other comprehensive income (loss), net of tax
    
—
      
(4,494
)
    
(4,494
)
Stock-based compensation
    
1,034
      
—
      
1,034
  
Net transfers to 3M
    
(32,572
)
    
—
      
(32,572
)
Balance at June 30, 2022
  
$
237,984
    
$
(48,398
)
  
$
189,586
  


The accompanying Notes to Combined Financial Statements are an integral part of these statements.
F-7

 
Food Safety Business of 3M Company
Notes to Combined Financial Statements
(Unaudited)

Note 1 –Significant Accounting Policies

Basis of Presentation

The interim Combined Financial Statements have been derived from 3M Company (“3M”)’s accounting records as if the operations of the food safety department of 3M and its subsidiaries (the “Food Safety Business”) had been conducted independently from those of 3M and were prepared on a stand-alone basis in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim reporting and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission for interim reporting. For all periods presented, the Food Safety Business existed as part of several legal entities of 3M with no separate legal status. Garden SpinCo Corporation (“Garden SpinCo”), has not been included within these Combined Financial Statements as it was a separate legal entity that was recently created solely for the purpose of effecting the transactions contemplated by the Agreement and Plan of Merger, dated as of December 13, 2021, by and among 3M, Neogen Corporation (“Neogen”), Garden SpinCo and Nova RMT Sub, Inc. (as it may be amended from time to time),  the Separation and Distribution Agreement, dated as of December 13, 2021, by and among 3M, Garden SpinCo and Neogen (as it may be amended from time to time), and the Asset Purchase Agreement, dated as of December 13, 2021, by and between 3M and Neogen, and has no relation to the historical operations of the Food Safety Business. The Combined Financial Statements may not be indicative of Food Safety's future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had it operated as an independent company during the periods presented.

These Combined Financial Statements include general corporate expenses and shared expenses of 3M that were historically incurred by or charged to the Food Safety Business for certain support functions that are provided on a centralized basis, such as expenses related to information technology, finance and controlling, human resources, sales and marketing, and use of shared assets. Additional information is included in Note 6. These expenses have been allocated to the Food Safety Business on the basis of revenue, headcount or other relevant measures. Management of the Food Safety Business considers these allocations to be an overall reasonable reflection of the utilization of services by, or the benefits provided to, the Food Safety Business, in the aggregate. The allocations may not, however, reflect the expenses the Food Safety Business would have incurred as a standalone company for the periods presented. All intercompany transactions and balances within the Food Safety Business have been eliminated and there are not material transactions between the Food Safety Business and other divisions of 3M.

The Food Safety Combined Balance Sheet includes 3M assets and liabilities that are specifically identifiable or otherwise attributable to the Food Safety Business. 3M manages cash and other treasury operations at a centralized level. Cash transfers to and from the cash management accounts of 3M are reflected in the Combined Statement of Cash Flows as “Net transfers to 3M.” External debt, including any interest expense, associated with the debt of 3M which is not directly attributable to the Food Safety Business has been excluded from the Combined Financial Statements.

The Food Safety Business’s operations are included in the consolidated U.S. federal and certain state, local and foreign income tax returns filed by 3M. Income tax expense and other income tax-related information contained in these Combined Financial Statements are presented following the separate return methodology as if the Food Safety Business filed its own income tax returns. The Food Safety Business’s income tax results as presented in the Combined Financial Statements may not be reflective of the results that the Food Safety Business would generate in the future. In jurisdictions where the Food Safety Business has been included in income tax returns filed by 3M, any income taxes payable resulting from the related income tax provision have been reflected within “3M net investment” on the Combined Balance Sheet.

The combined balance sheet as of December 31, 2021, included herein, was derived from the audited combined financial statements as of that date and these unaudited interim combined financial statements should be read in conjunction with the Food Safety Business's audited combined financial statements and notes included in the in the registration statement on Form S-4 and Form S-1 (Registration No. 333-263669) of Garden SpinCo.

In the opinion of management, the accompanying unaudited interim combined financial statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Food Safety Business’s financial position as of June 30, 2022, and its results of operations for the three and six month periods ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022. The results of operations and cash flows are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending December 31, 2022, or any other period.

Note 2 – New Accounting Pronouncements

There are no new accounting standards material to the financial statements not yet adopted.

F-8

 
Note 3 – Revenues

Disaggregated revenue information:

The Food Safety Business is organized, managed, and internally grouped as a single segment. The Food Safety Business’s revenue primarily consists of sales of consumable products. The Food Safety Business views the following disaggregated disclosures as useful to understanding the composition of revenue recognized during the respective reporting periods.

   
Three months ended
June 30,
    
Six months ended
June 30,
  
Net sales (In thousands of U.S. dollars)
  
2022
    
2021
    
2022
    
2021
  
Indicator Testing
  
$
48,080
    
$
50,795
    
$
97,100
    
$
96,919
  
Hygiene Monitoring
    
14,354
      
16,174
      
28,768
      
30,575
  
Sample Handling
    
13,859
      
14,309
      
28,137
      
28,091
  
Pathogen Detection
    
11,279
      
10,410
      
23,448
      
19,791
  
Allergen Testing
    
1,780
      
1,753
      
3,520
      
3,582
  
Total Food Safety
  
$
89,352
    
$
93,441
    
$
180,973
    
$
178,958
  

On a geographic basis, sales are generally reported within the geographic area where the final sales to customers of the Food Safety Business are made.

   
Three months ended
June 30,
    
Six months ended
June 30,
  
Net sales (In thousands of U.S. dollars)
  
2022
    
2021
    
2022
    
2021
  
Americas
  
$
52,475
    
$
51,437
    
$
104,008
    
$
99,677
  
Asia Pacific
    
25,550
      
28,607
      
53,565
      
53,495
  
Europe, Middle East, and Africa
    
11,327
      
13,397
      
23,400
      
25,786
  
Total Food Safety
  
$
89,352
    
$
93,441
    
$
180,973
    
$
178,958
  

Americas included net sales to customers recognized in the United States of $31,075 thousand and $30,775 thousand for the three months ended June 30, 2022 and 2021, respectively, and $60,688 thousand and $59,624 thousand for the six months ended June 30, 2022 and 2021, respectively.

F-9

 
Note 4 – Property, Plant, and Equipment, Net

Property, plant and equipment, net consisted of the following as of the periods presented:

(In thousands of U.S. dollars)
  
June 30,
2022
    
December 31,
2021
  
Property, plant and equipment - at cost
            
     Buildings and leasehold improvements
  
$
4,790
    
$
5,108
  
     Machinery and equipment
    
42,282
      
42,572
  
     Construction in progress
    
2,966
      
3,515
  
     Other fixed assets
    
3,022
      
3,399
  
Gross property, plant and equipment
    
53,060
      
54,594
  
Accumulated depreciation
    
(31,299
)
    
(31,032
)
Property, plant and equipment – net
  
$
21,761
    
$
23,562
  

Note 5 – Goodwill and Intangible Assets

Goodwill

There was no goodwill recorded from acquisitions during the first six months of 2022. The amounts in the “Translation impact” row in the following table relates to changes in foreign currency exchange rates.

(In thousands of U.S. dollars)
      
Balance at December 31, 2021
  
$
81,046
  
Translation impact
    
(1,063
)
Balance at June 30, 2022
  
$
79,983
  

Acquired Intangible Assets

The carrying amount and accumulated amortization of acquired intangible assets as of the dates below, follow:

(In thousands of U.S. dollars)
  
June 30,
2022
    
December 31,
2021
  
Customer related intangible assets
  
$
3,070
    
$
3,070
  
Other technology-based intangible assets
    
2,373
      
2,373
  
Other amortizable intangible assets
    
538
      
538
  
Total gross carrying amount
  
$
5,981
    
$
5,981
  
                 
Accumulated amortization — customer related
  
$
(1,484
)
  
$
(1,330
)
Accumulated amortization — other technology-based
    
(1,043
)
    
(935
)
Accumulated amortization — other
    
(520
)
    
(466
)
Total accumulated amortization
    
(3,047
)
  
$
(2,731
)
Total intangible assets — net
  
$
2,934
    
$
3,250
  


F-10

 
Amortization expense for the three and six months ended June 30, 2022 and 2021 follows:

   
Three months ended
June 30,
    
Six months ended
June 30,
  
(In thousands of U.S. dollars)
  
2022
    
2021
    
2022
    
2021
  
Amortization expense
  
$
158
    
$
158
    
$
315
    
$
315
  

Expected amortization expense for acquired amortizable intangible assets recorded as of June 30, 2022 follows:

(In thousands of U.S. dollars)
  
Remainder of
2022
    
2023
    
2024
    
2025
    
2026
    
After
2026
  
Amortization expense
  
$
279
    
$
523
    
$
523
    
$
523
    
$
523
    
$
563
  

The preceding expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events.

Note 6 – Related Party Transactions and Corporate Allocations

Related party transactions

The Food Safety Business has not entered into any related party transactions apart from those described below related to 3M. The Food Safety Business has not historically entered into material arrangements with other divisions of 3M.

Corporate allocations

The Combined Statement of Income includes general corporate expenses of 3M for services provided by 3M for certain corporate and shared service functions that are provided on a centralized basis, including the use of shared assets. As stated in the Basis of Presentation section of Note 1, these expenses have been allocated to the Food Safety Business on the basis of revenue, headcount or other relevant measures.

3M expense allocations were recorded in the Combined Statement of Income within the following captions:

   
Three months ended
June 30,
    
Six months ended
June 30,
  
 (In thousands of U.S. dollars)
  
2022
    
2021
    
2022
    
2021
  
Cost of sales
  
$
224
    
$
243
    
$
453
    
$
585
  
Selling, general and administrative expenses
    
8,599
      
9,510
      
18,445
      
19,193
  
Research, development and related expenses
    
1,834
      
1,863
      
3,800
      
3,848
  
Total
  
$
10,657
    
$
11,616
    
$
22,698
    
$
23,626
  


F-11

 
Note 7 – Commitments and Contingencies

Legal Proceedings: The Food Safety Business is involved in certain claims and lawsuits including but not limited to product liability (involving products that the Food Safety Business now or formerly manufactured and sold), intellectual property, and environmental laws in the United States and other jurisdictions. From time to time, the Food Safety Business also receives subpoenas, investigative demands, or requests for information from various government agencies. Such requests can also lead to the assertion of claims or the commencement of administrative, civil or criminal legal proceedings against the Food Safety Business and others, as well as to settlements. The outcomes of legal proceedings and regulatory matters are often difficult to predict. Any determination that the Food Safety Business’s operations or activities are not, or were not, in compliance with applicable laws or regulations could result in the imposition of fines, civil or criminal penalties, and equitable remedies, including disgorgement, suspension or debarment or injunctive relief. While uncertainty does exist, management and its counsel do not believe there are any significant matters as of June 30, 2022 that are probable or estimable, for which the outcome could have a material adverse impact on the Food Safety Business’s combined results of operations and financial condition.

Note 8 – Subsequent Events

These Combined Financial Statements are derived from the Consolidated Financial Statements of 3M Company, which issued its interim financial statements for the fiscal quarter ended June 30, 2022 on July 27, 2022. Accordingly, the Food Safety Business has evaluated recognizable subsequent events through the date of July 27, 2022 and non-recognizable subsequent events through August 12, 2022, the date these financial statements were available for issuance. There were no material subsequent events other than described above.

F-12