πŸ“’ New Earnings In! πŸ”

NEOG (2025 - Q4)

Release Date: Jul 29, 2025

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Stock Data provided by Financial Modeling Prep

Current Financial Performance

NEOG Q4 2025 Financial Highlights

$225 million
Revenue
$0.05
Adjusted EPS
$11 million
Adjusted Net Income
41.2%
Gross Margin

Key Financial Metrics

Adjusted EBITDA

$41 million

18% margin

Free Cash Flow

Breakeven

Improved $14M vs Q3

Capital Expenditures

$16 million

Declined from prior quarters

Gross Debt

$900 million

61% fixed rate

Period Comparison Analysis

Revenue

$225 million
Current
Previous:$237 million
5.1% YoY

Adjusted EPS

$0.05
Current
Previous:$0.10
50% YoY

Adjusted Net Income

$11 million
Current
Previous:$22 million
50% YoY

Gross Margin

41.2%
Current
Previous:47.9%
14% YoY

Adjusted EBITDA

$41 million
Current
Previous:$53 million
22.6% YoY

Food Safety Revenue

$162 million
Current
Previous:$167 million
3% YoY

Animal Safety Revenue

$64 million
Current
Previous:$70 million
8.6% YoY

Gross Margin

41.2%
Current
Previous:49.9%
17.4% QoQ

Adjusted EBITDA

$41 million
Current
Previous:$49 million
16.3% QoQ

Adjusted EPS

$0.05
Current
Previous:$0.10
50% QoQ

Segment Revenue Breakdown

Revenue by Segment Q4 2025

Food Safety
72.0%
Animal Safety
28.0%

Financial Guidance & Outlook

Fiscal 2026 Revenue Guidance

$820M - $840M

Excludes cleaners & disinfectants

Fiscal 2026 Adjusted EBITDA Guidance

$165M - $175M

Excludes cleaners & disinfectants

Capital Expenditures FY 2026

~$50 million

Tariff Headwind FY 2026

$10 million

Surprises

Goodwill Impairment Charge

$598 million

During the fourth quarter, in connection with our annual goodwill valuation assessment, we further impaired the carrying value of goodwill primarily associated with the 3M Food Safety division acquisition.

USDA FSIS Listeria Testing Volume Increase

over 200%

In 2025 so far, the FSIS has increased the volume of samples that is tested for Listeria by over 200% and uses the Neogen Molecular Detection System as its primary method.

Increase in FSIS Food Safety Assessments

over 50%

The number of these assessments conducted is up by over 50% to date in 2025, focusing on ready-to-eat meat and poultry facilities.

Tariff Impact Revised Upward

$10 million annualized

We have now had an additional 2 months to assess the landscape and believe this impact is likely to be closer to $10 million on an annualized basis, given the status of surcharges, competitor actions and the timing of certain resourcing opportunities.

Sample Collection Production Improvement

approximately 50% sequential revenue improvement

We saw improved output of sample collection production during the quarter, which enabled a sequential revenue improvement around 50% in the overall product category, although it remained lower than prior year levels.

Capital Expenditures Decline

$16 million in Q4

Total capital expenditures declined to $16 million in Q4, a trend we expect to continue with substantially lower CapEx in fiscal 2026 compared to fiscal 2025.

Impact Quotes

The global food system is under increasing pressure to be safer, more transparent and more resilient. We believe the regulatory backdrop is favorable, particularly in the U.S. with the USDA having made key announcements this month focused on the priority of food safety.

The tariff impact for fiscal 2026 is expected to be around $10 million annualized, higher than our previous estimates, given the status of surcharges, competitor actions and timing of certain resourcing opportunities.

USDA FSIS has increased the volume of samples tested for Listeria by over 200% in 2025 and uses the Neogen Molecular Detection System as its primary method.

We are continuing to invest in the pathogen space and have launched Listeria Right Now on our MDS platform, providing fast, accurate results to minimize product recall or disposal costs.

Adjusted EBITDA margin was negatively impacted by inventory write-offs, tariffs, and sample collection inefficiencies, with some of these costs being run rate inefficiencies rather than start-up costs.

We believe the company is well positioned, particularly in the attractive Food Safety end market, and that our long-term growth drivers remain fully intact.

We expect higher adjusted EBITDA margins in the second half of fiscal 2026 as we make improvements in sample collection and benefit from higher expected second half revenue due to seasonality.

While we have made significant progress, the integration has been complex, and we've had some execution shortfalls, which have been exacerbated by soft end market conditions and foreign currency headwinds.

Notable Topics Discussed

  • Tariff impact on the company has increased from an initial estimate of $5 million to closer to $10 million annually due to ongoing trade discussions and surcharges.
  • The company expects the full impact of tariffs to be realized in fiscal 2026, affecting cost structure and margins.
  • Trade environment remains dynamic, with ongoing negotiations and mitigation efforts, influencing supply chain and pricing strategies.
  • USDA and FDA have increased emphasis on microbiological testing, especially for Listeria, with over 200% increase in testing volume for Listeria in 2025.
  • USDA's new food safety policy plan emphasizes rapid detection and broader species testing, with a focus on ready-to-eat meat and poultry facilities.
  • USDA withdrew a proposed Salmonella framework, signaling a shift towards stakeholder discussions and a more practical, consensus-driven approach to Salmonella regulation.
  • Neogen launched a new Listeria detection assay called 'Listeria Right Now' for use on the MDS platform.
  • The MDS platform offers rapid detection of environmental pathogens in up to 96 samples per cycle, enhancing testing speed and accuracy.
  • This product launch aligns with the increased regulatory focus on microbiological testing and pathogen detection, representing a strategic growth opportunity.
  • The company completed the divestiture of its cleaners and disinfectants business, generating approximately $115 million in net proceeds.
  • Proceeds from the sale will be used to pay down $100 million of debt in Q1, reducing net leverage by about 0.4 turns.
  • The company is actively progressing with the divestment process of its genomics business, aiming to focus on core areas and improve financial flexibility.
  • Initial Petrifilm production is expected to begin in a few months at the new facility, with 17 SKUs to be certified over 4-5 quarters.
  • Transition involves moving product lines from Lansing to the new Petrifilm facility, impacting overhead absorption and margins.
  • Production inefficiencies due to aging equipment and manual processes have caused delays and backorders, but engineering efforts aim to improve productivity in upcoming quarters.
  • End market conditions worsened into FY2025, especially in Food Safety, with ongoing declines in food production volumes due to inflation and consumer pressure.
  • The company expects the food safety testing market to grow at a lower rate than historical mid-single digits, likely around 5% annually.
  • Global trade uncertainties are affecting import/export planning and customer purchase decisions, contributing to a cautious outlook for FY2026.
  • Sample collection production inefficiencies, inventory write-offs, and tariff impacts negatively affected margins in FY2025.
  • The company is implementing robust inventory planning and cost control measures, expecting these issues to peak in Q1 FY2026 and improve thereafter.
  • CapEx reductions to approximately $50 million in FY2026 are part of a strategic effort to improve cash flow and operational efficiency.
  • The CEO, John Adent, announced his upcoming departure and emphasized a smooth leadership transition to Mike, the new CEO.
  • Management highlighted ongoing efforts to address execution shortfalls, improve sample collection, and implement pricing strategies.
  • The company remains optimistic about long-term growth driven by regulatory tailwinds, innovation, and core market opportunities.
  • Animal Safety market remains in a cyclical trough, with cattle herd sizes at a 70-year low, affecting revenue growth.
  • Genomics business showed sequential improvement but is expected to be less in FY2026 due to restructuring and refocusing efforts.
  • Market uncertainty and market cycle dynamics continue to influence revenue and growth prospects in these segments.
  • The company successfully remediated two of its Sarbanes-Oxley material weaknesses, which will be reflected in the upcoming 10-K filing.
  • This improvement enhances financial reporting transparency and operational controls, supporting investor confidence.

Key Insights:

  • Animal Safety market expected to remain in a trough until signs of meaningful improvement appear.
  • Anticipate adjusted EBITDA between $165 million and $175 million for fiscal 2026, excluding EBITDA from cleaners and disinfectants.
  • Capital expenditures expected to decrease significantly to approximately $50 million in fiscal 2026.
  • Do not expect meaningful improvement in end market conditions during fiscal 2026 due to ongoing inflation and food production pressures.
  • Expect higher adjusted EBITDA margins and revenue in the second half of fiscal 2026 due to seasonality and operational improvements.
  • Expect revenue between $820 million and $840 million for fiscal 2026, excluding cleaners and disinfectants business revenue.
  • Free cash flow expected to be positive in fiscal 2026.
  • Inventory write-offs expected to peak in Q4 fiscal 2025 and improve in fiscal 2026.
  • Sample collection inefficiencies and tariffs will continue to be headwinds but improvements are underway.
  • Tariff impact for fiscal 2026 expected to be around $10 million annualized, higher than previous estimates.
  • Animal Safety segment facing cyclical trough with cattle herd at 70-year low; veterinary distributors cautious amid market uncertainty.
  • FSIS increased in-person food safety assessments by over 50% in 2025, focusing on ready-to-eat meat and poultry facilities.
  • Genomics business showing sequential improvement but down low single digits year-over-year; divestiture process underway with strong interest.
  • Launched Listeria Right Now assay on MDS platform for fast pathogen detection in up to 96 samples per cycle.
  • New Petrifilm manufacturing facility progressing; initial test production expected in a few months with plans to move additional product lines.
  • Sample collection production improved sequentially by about 50% but remains inefficient due to aging equipment and manual processes.
  • Targeted improvement plan released to manage transition period and improve profitability through execution rigor.
  • Tariff impact reassessed to $10 million annualized due to surcharges, competitor actions, and timing of resourcing opportunities.
  • USDA FSIS increased Listeria testing volume by over 200% in 2025, using Neogen's Molecular Detection System as primary method.
  • USDA withdrew previous Salmonella framework and is developing a new strategy, with Neogen positioned to support with MDS quant Salmonella and serotyping kits.
  • CEO John Adent announced his upcoming departure and commitment to a smooth transition to successor Mike.
  • Dave described the tariff impact as a $10 million headwind for fiscal 2026 and noted ongoing mitigation efforts.
  • Dave Naemura provided detailed financial insights and reaffirmed focus on cost control, operational improvements, and deleveraging.
  • John acknowledged integration complexities and execution shortfalls, particularly in sample collection production, and outlined steps to address them.
  • John emphasized the company's strong positioning in Food Safety despite challenging market conditions and regulatory environment.
  • John thanked the team for their dedication and expressed excitement about the company's future prospects.
  • Management expressed confidence in long-term growth drivers and the company's mission to protect the global food supply.
  • Management highlighted the importance of regulatory focus on food safety as a growth driver, especially USDA's increased testing and research priorities.
  • CapEx expected to decline to about $50 million in fiscal 2026 due to prioritization and some pull forward of spending.
  • Divestiture of cleaners and disinfectants expected to reduce OpEx mostly directly, with some TSA-related costs remaining for about a year.
  • Food Safety testing expected to grow at a lower rate than historical mid-single digits, with low single-digit growth assumed for guidance.
  • Genomics business restructuring focused on cattle end markets; top line expected to be lower in fiscal 2026.
  • Guidance timing questioned given CEO transition; management described it as business as usual with prudent assumptions.
  • Macro environment described as worsening sequentially with continued softness in food production volumes.
  • Margins expected to improve gradually through fiscal 2026 with Q1 as the lowest quarter due to volume and inefficiencies.
  • New CEO Mike described as a back-to-basics leader; further insights expected after he starts.
  • Pathogen product growth driven by new launches like MDS quant Salmonella and Listeria Right Now assays.
  • Petrifilm transition milestones include starting test production and certifying 17 SKUs over 4-5 quarters.
  • Strategies to grow above market include leveraging regulatory tailwinds and new pathogen detection products.
  • Tariff impact for fiscal 2026 confirmed at $10 million annualized as a headwind.
  • Divestiture of cleaners and disinfectants business completed, generating $115 million net proceeds used to pay down debt.
  • Global trade uncertainty and tariff discussions continue to impact business planning and costs.
  • Inventory planning and coordination improvements are underway to reduce write-offs.
  • Petrifilm gross margins expected to improve slightly once production is fully transitioned to the new facility.
  • Sample collection production inefficiencies are causing elevated costs including temporary labor and scrap rates.
  • The company has remediated two Sarbanes-Oxley material weaknesses, improving financial controls.
  • The company is focused on deleveraging and simplifying its portfolio through divestitures.
  • The company is managing through a complex integration of the former 3M Food Safety business.
  • Neogen has over 40 years of experience and is a trusted partner in food safety for customers and regulators.
  • Neogen's commercial teams and product portfolio are positioned to maximize effectiveness of food safety efforts.
  • Neogen's MDS platform uses loop-mediated isothermal amplification technology for rapid pathogen detection.
  • The company is actively engaging with industry groups like the National Chicken Council and Meat Institute on Salmonella strategies.
  • The company views the revised Salmonella framework as a matter of when, not if, it will be proposed.
  • The global food system faces increasing pressure to be safer, more transparent, and more resilient.
  • The regulatory environment in the U.S. remains committed to food safety despite budget cuts in some areas.
  • USDA's food safety policy plan emphasizes enhanced microbiological testing and inspection oversight.
Complete Transcript:
NEOG:2025 - Q4
Operator:
Good morning, ladies and gentlemen. Welcome to Neogen Corporation Fourth Quarter FY 2025 Earnings Call. [Operator Instructions] This call is being recorded on Tuesday, July 29, 2025. I would now like to turn the conference over to Bill Waelke. Please go ahead. Bill Wae
Bill Waelke:
Thank you for joining us this morning for the discussion of the fourth quarter of our 2025 fiscal year. I'll briefly cover the non-GAAP and forward-looking language before passing the call over to our CEO, John Adent, who will be followed by our CFO and COO, Dave Naemura. Before the market opened today, we published our fourth quarter results as well as a presentation with both documents available in the Investor Relations section of our website. On our call this morning, we will refer to certain non-GAAP financial measures that we believe are useful in evaluating our performance. Reconciliations of historical non-GAAP financial measures are included in our earnings release and the presentation, Slide 2 of which provides a reminder that our remarks will include forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to risks that could cause actual results to be materially different from those expressed in or implied by such forward-looking statements. These risks include, among others, matters that we have described in our most recent annual report on Form 10-K and in other filings we make with the SEC. We disclaim any obligation to update these forward-looking statements. I'll now turn things over to John.
John Edward Adent:
Thanks, Bill. Good morning, everyone, and welcome to the earnings call for the fourth quarter of our 2025 fiscal year. You may have seen the press release issued last week announcing that the Board has identified my successor as CEO, and I will be officially stepping down from the role in a couple of weeks. I remain committed to ensuring a smooth transition for our customers and employees and will work with Mike as needed as he takes the helm of the company that I believe is well positioned to capitalize on the significant potential ahead of it. Now moving on to some color for the quarter. The end market conditions that we saw worsened over the course of the third quarter continued into the fourth quarter, particularly in Food Safety. With consumers continuing to be under pressure from the cumulative inflation over the last 4 years, we estimate that many food producers are still experiencing year-over-year declines in the production volumes, with many of them not expecting this trend to meaningfully reverse in the near future. Our view is that the Food Safety end market is still able to grow in this environment, but certainly not at the mid- to high single-digit levels we believe it has historically seen. As it relates to the regulatory environment in the U.S. specifically, there have been cuts made at both the USDA and the FDA. To date, these cuts have primarily been in areas outside of normal course food safety testing and impacted things like avian flu testing in milk. The emergency response network focused on bioterrorism and certain local food assistance programs. The USDA and FDA are interacting more with state and local agencies in an effort to improve efficiency and responsiveness, and both agencies appear to be fully committed to continuing their mission of food safety. In fact, in the last 2 weeks, the USDA, Food Safety and Inspection Service, or FSIS, announced our food safety policy plan and separately their fiscal 2025 research priorities. The key tenets of the food safety policy plan were announced at the grand opening of the new state-of-the-art USDA facility in St. Louis, Missouri. I won't run through all of them, but the first of these key tenets is enhanced microbiological testing and inspection oversight. USDA is placing particular emphasis on Listeria and detecting results quicker and for a broader set of species. In 2025 so far, the FSIS has increased the volume of samples that is tested for Listeria by over 200% and uses the Neogen Molecular Detection System, or MDS, as its primary method. It is also performing more robust in-person food safety assessments at an increasing rate, with the intent of proactively identifying and addressing potential food safety concerns and a priority placed on the ready-to-eat meat and poultry facilities. In 2025, the number of these assessments conducted is up by over 50% to date. Another key tenet of the USDA plan is charging ahead to reduce Salmonella illnesses. In April, the USDA withdrew the previously proposed Salmonella framework that would have extended beyond raw breaded stuffed chicken to include all poultry products. This appears to have been done mainly as a result of the practical complications of implementing the framework as proposed and not due to any lack of commitment by the USDA to address Salmonella illnesses. The agency has said they are convening discussions with key stakeholders and the development of a new common sense strategy to address Salmonella. And we view it as a question of when, not if a revised Salmonella framework is proposed. A few days after the food safety policy plan was announced, FSIS released the research priorities for fiscal 2025, in which the prevention, detection and analysis of pathogens, particularly Salmonella and Campylobacter are prominent studies, while responsibility for food safety ultimately lies with the producers and we are not dependent on the regulatory action to drive growth, it is certainly a positive to see this prioritization of food safety in the administration. On the topic of the enhanced focus on microbiological testing, just yesterday, we announced the launch of our Listeria Right Now for use on our MDS platform for pathogens. MDS utilizes loop-mediated isothermal amplification, providing customers the opportunity to use one robust platform for the fast detection of environmental pathogens in up to 96 samples per cycle. The pathogen detection market is one of our top priorities, and we are continuing to invest in the development of additional assays to ensure customers have access to fast, accurate results in order to minimize the risk of product recall or disposal costs and help keep contaminated products from reaching our customers. In our Animal Safety segment, we believe we continue to work through an environment that is in a cyclical trough. Net farm incomes are expected to improve in 2025. However, the size of the cattle herd on which most of our Animal Safety business is focused has declined for several years and is currently at a 70-year low. Inventory levels in the channel remained largely stable, but the veterinary distributors and ag retailers through which we go to market seem to be taking a cautious approach given the broader market uncertainty. For our genomics business in total, fourth quarter core revenue growth improved sequentially and was down low single digits on a year-over-year basis. Strong core growth in the bovine business was offset by expected declines in companion animal and other markets. We've disclosed that we have a process underway to divest this business, and we have seen a strong level of interest. The process continues to progress, but we won't be commenting beyond that, given the active nature of the project. This portfolio action, in addition to the recently completed cleaners and disinfectants divestiture, will help to simplify the business and focus our efforts on core areas while also accelerating our deleveraging. Although we are currently in a pause as it relates to some of the steeper tariff rates that have been in effect, the uncertainty has persisted with numerous discussions with key U.S. trade partners still underway. Our most recent communication on tariffs was that we expected a $5 million annualized impact on a fully mitigated basis. We have now had an additional 2 months to assess the landscape and believe this impact is likely to be closer to $10 million on an annualized basis, given the status of surcharges, competitor actions and the timing of certain resourcing opportunities. We expect the trade environment to remain dynamic, but plan to continue to take actions to mitigate our exposure. Our new Petrifilm facility continues to progress well, but our expectation remains that initial testing production will begin in a few months. Once Petrifilm production is fully up and running, our intent is to move some additional product lines that we have in Lansing into the new facility, which will affect overhead absorption rates. We've been able to complete this detailed overhead analysis and also refine our buildup of the bill of material and labor costs with the most current information available. This work has validated our previous estimates and suggest that Petrifilm gross margins in our facility, once fully running, will be slightly better than what we see today on sales of these products made by our transition manufacturing partner. Petrifilm is clearly an important product line for the company. We made additions to the team and implemented an enhanced governance process to ensure the remainder of the integration is derisked as much as possible during the eventual gradual transition of production from our transition manufacturing partner to our own facility. We saw improved output of sample collection production during the quarter, which enabled a sequential revenue improvement around 50% in the overall product category, although it remained lower than prior year levels. The challenge with achieving these higher rates is that we were very inefficient in doing so. The production equipment is of an advanced age, and we continue to struggle with sustaining consistent uptime of the automated processes, which is causing us to produce a significant amount of products manually. Our experience so far in the first quarter has continued to be inconsistent. We are, however, seeing reductions in back orders and hopefully, a more normalized production rate, combined with our engineering efforts will allow productivity to improve in the coming quarters. Given the softer market backdrop, we are squarely focused on controlling what we can in order to put the company in the best position to capitalize as conditions improve. To that end, you may have seen the targeted improvement plan we released last month. This is effectively the near-term blueprint in place for managing through the current transition period for Neogen. As we mentioned on our prior earnings call, we are undertaking actions to accelerate the building of a more profitable focused Neogen. We believe that rigorously managing these discrete items with a focus on improved execution will maximize the company's ability to take full advantage of its position in attractive end markets. I'll now turn the call over to Dave for some more insights into our results for the quarter and our outlook for the year.
David H. Naemura:
Thank you, John, and welcome to everyone on the call today. Jumping into the results. Our fourth quarter revenues were $225 million. Core revenue, which excludes the impact of foreign currency, acquisitions and discontinued product lines was down 290 basis points for the quarter, while foreign currency and discontinued products were a headwind of 190 basis points compared to the prior year. At the segment level, revenues in our Food Safety segment were $162 million in the quarter, down 3% compared to the prior year, including a core revenue decline of 1.3%. We saw growth in biosecurity products as well as in the bacterial and general sanitation product category, which benefited from strong growth in pathogen detection products. In the indicated testing, culture media and other product category, solid new product growth in our food quality product line was offset by the decline in sample collection as well as a decline in Petrifilm that was mostly compare driven. Outside of the sample collection issues, Food Safety core revenue was up low single digits in Q4 and mid-single digits for the full fiscal year. Accordingly, revenues in the Animal Safety segment were $64 million, which includes a core revenue decline of 6.7% compared to the prior year quarter. Solid growth in our small animal supplements and rodenticides product lines was offset by declines in the rest of our major products. As we discussed, we believe this end market has been in or around a trough for several quarters now. Excluding genomics, the Animal Safety segment has had core revenue growth at a compound annual rate of 3.5% over the last 4 fiscal years. This is below the typical through-the-cycle growth rate, but about what we would expect for 3 of those 4 years representing periods of weakening market conditions. Genomics core revenue declined low single digits in Q4, reflecting a sequential improvement and benefits from refocusing the business on more attractive end market opportunities. From a regional perspective, core revenue growth in the fourth quarter was mixed. Growth was led by our Europe region, up mid- single digits with strong sales of pathogen and food quality products as well as Petrifilm, partially offset by a decline in sample collection. Asia Pacific core revenue was down mid-single digits on a year-over-year basis with solid growth in pathogen detection, offset by declines in most other major product categories with some impact from the global trade uncertainty we've experienced, particularly in China. After several quarters of strong growth, our Latin America region was down mid-single digits on a core basis with growth in culture media and general microbiology products, offset by declines in general sanitation testing, sample collection and Petrifilm, which faced a very difficult compare against the prior year quarter. In our U.S. and Canada region, Food Safety core revenue improved sequentially to low single-digit growth. Solid growth in our food quality, allergen and pathogen product categories was partially offset by declines in most other major Food Safety product categories as well as a decline in the Animal Safety segment. Gross margin in the fourth quarter was 41.2%, which was primarily impacted by lower volume, elevated inventory write-offs, sample collection production inefficiencies and some tariff impact. Given the focus on improving our internal processes around inventory planning, we believe the fourth quarter should be the peak of these costs and that we will see a benefit from these improvements in fiscal 2026. For sample collection, we've discussed that as part of the integration of the 3M business, we relocated this production to a Neogen facility and have been operating with a very high level of inefficiency. We noted that revenue in Q4, although still down year-over- year, represented a significant sequential improvement from Q3, but was achieved with significant inefficiencies. The elevated level of manual work is causing us to incur costs for expensive temporary labor and excessive scrap rates. We have multiple work streams underway in parallel to address this challenge, including reviewing potential opportunities to involve global manufacturing partners with certain areas of the product line. We continue to have periods of improvement followed by setbacks, and clear line of sight to consistent performance at higher output levels will likely be a gradual progression over the coming quarters. Adjusted EBITDA was $41 million in the quarter, representing a margin of 18%. In addition to lower volume, the adjusted EBITDA margin was negatively impacted by the previously covered inventory write-offs, tariffs and sample collection inefficiencies, a portion of which were not considered start-up costs, but rather run rate inefficiencies. The elevated inventory write-offs negatively impacted adjusted EBITDA margin by a few hundred basis points compared to what we had anticipated. The tariff impact was driven by some purchases that were in route, particularly from China prior to the current pause going into effect and subject to the higher rates. And there was also some time lag in the implementation of our offsetting actions. Fourth quarter adjusted net income and adjusted earnings per share were $11 million and $0.05, respectively, compared to $22 million and $0.10 in the prior year quarter due primarily to the lower adjusted EBITDA, which more than offset the lower interest expense and effective tax rate. During the fourth quarter, in connection with our annual goodwill valuation assessment, we further impaired the carrying value of goodwill primarily associated with the 3M Food Safety division acquisition. As we have seen end market conditions weaken and some impacts from the global trade environment as well as inconsistent execution in our start-up of sample collection production, we determined that a further impairment under U.S. GAAP was warranted and recorded an additional $598 million noncash charge. Moving to the balance sheet. We ended the quarter with gross debt of $900 million, 61% of which is at a fixed rate and a total cash position of $129 million. Just under 2 weeks ago, we completed the divestiture of our cleaners and disinfectants business, which resulted in approximately $115 million in net proceeds that will be used to pay down $100 million of debt in Q1. On a pro forma basis, this would reduce our net leverage by approximately 0.4 turns. Free cash flow in Q4 was roughly breakeven, representing an improvement of $14 million compared to Q3, but lower than we had anticipated due to lower EBITDA, some pull forward of CapEx from fiscal 2026 and the timing of certain international cash taxes. Total capital expenditures declined to $16 million in Q4, a trend we expect to continue with substantially lower CapEx in fiscal 2026 compared to fiscal 2025. Moving to our outlook. We are not assuming the current end market conditions will improve meaningfully over the course of the fiscal year. The cumulative effect on the consumer from the protracted period of elevated inflation and the related pressure on overall food production are conditions we currently expect to continue through fiscal year '26. Until we see signs that the Animal Safety market is beginning to meaningfully improve, our expectation is that we will continue to work through the trough of the cycle. In addition to the underlying market weakness, we see indications that the uncertain global trade environment is having some effect on food producers' import/export planning as well as distributors' purchase decisions. Taking these factors into account, our current expectation is for revenue to be between $820 million and $840 million, which excludes 10.5 months of annualized revenue from our cleaners and disinfectants business, which was in the low $60 million in fiscal 2025. Our current view is that revenue in the second half of fiscal 2026 will be higher than in the first half due in part to the normal seasonality of the business. Regarding adjusted EBITDA, our current expectation is a range of $165 million to $175 million, which similarly excludes 10.5 months of an annualized EBITDA impact of approximately $11 million from cleaners and disinfectants. Compared to fiscal 2025, we are planning for gross margin in fiscal 2026 to include a tailwind from lower inventory write-offs and headwinds from sample collection and tariffs, which will flow through to impact adjusted EBITDA. Our work to reduce these headwinds continues, but we believe it is prudent to reflect them in our outlook. Accordingly, we would anticipate higher adjusted EBITDA margins in the second half of the year as we make improvements in these areas and also benefit from the higher expected second half revenue from normal seasonality. Due in part to our expectation of capital expenditures coming down significantly to approximately $50 million, we expect free cash flow in fiscal 2026 will be positive. Finally, I am pleased to share that we have successfully remediated 2 of the Sarbanes-Oxley material weaknesses, which will be reflected in the upcoming filing of our 10-K. I'll now hand the call back to John for some final thoughts.
John Edward Adent:
Thanks, Dave. Before we wrap up today's call, I want to thank you for your engagement and support as the company progresses into the later stages of the integration of the former 3M Food Safety business. While we have made significant progress, the integration has been complex, and we've had some execution shortfalls, which have been exacerbated by the soft end market conditions, foreign currency headwinds and more recently, the global trade environment. We are taking clear steps to address the sample collection production challenges and in parallel, implementing pricing actions to improve the profitability. As it relates to inventory, we are implementing more robust planning and coordination across the key organizational functions and expect to see a decreasing impact from this issue moving forward. At the same time, I want to emphasize that we believe the company is well positioned, particularly in the attractive Food Safety end market and that our long-term growth drivers remain fully intact. Our core mission, helping to protect the world's food supply, has never been more relevant. The global food system is under increasing pressure to be safer, more transparent and more resilient. We believe the regulatory backdrop is favorable, particularly in the U.S. with the USDA having made key announcements this month focused on the priority of food safety. We have a long history as a trusted food safety partner and source of expertise for our customers resulting from our over 40-plus years in the industry. Our commercial teams, in combination with our leading product portfolio and innovation opportunities, should be valuable partners for both customers and regulators to maximize the effectiveness of their food safety efforts. I'd like to once again thank the Neogen team for their dedication and perseverance throughout my tenure at the company. We faced and overcome real challenges, and the team is entirely focused on the road ahead and executing our improvement plan with precision. I'm excited about the positive future I believe is in store for the company. I'll now turn things over to the operator to begin the Q&A.
Operator:
[Operator Instructions] With that, our first question comes from the line of Subbu Nambi with Guggenheim.
Subhalaxmi T. Nambi:
At this time, with Mike as a new CEO appointment, why is this the right time to put out guidance? And why are these the right numbers? How much prudence is built in?
David H. Naemura:
Look, I think at the end of the day, we still have a position here that we want to give people color as to where the year is going. We tried to take into account that there would be a change. But I think we're operating going forward here like we usually would, and I don't think we've put Mike in a position here where we've signed him up for something that's out of the ordinary for us. So it's -- I guess I would characterize a little more as business as usual.
Subhalaxmi T. Nambi:
And then, David, along those lines, you articulated some of the assumptions here, recognizing that you limited the tariff impact to $10 million annualized after supply actions. So how much of a headwind is built for next year?
David H. Naemura:
I'm sorry, can you repeat that part again about the $10 million? I didn't quite catch the question, Subbu.
Subhalaxmi T. Nambi:
The tariff impact that you have cited to $10 million annualized after the issues, how much of a headwind is built in for next year?
David H. Naemura:
Yes. $10 million is the headwind for fiscal '26 that we're trying to communicate.
Subhalaxmi T. Nambi:
I see...
David H. Naemura:
And we increased that from our previous. Okay. So does that make sense? Did I answer your question?
Subhalaxmi T. Nambi:
Yes, David. Yes, yes. And then I have 2 questions, real quick, recognizing there are others on the line. We've seen some of the major food brands continue to emphasize that consumer backdrop is pressured, just as you mentioned today. How do you work around that headwind this year? And then what are some of the ways that you'll be able to grow above market?
David H. Naemura:
Yes. Look, I think what you see is coming into the year with is a view that kind of carries in the market environment that we experienced in the second half of the year. The sample collection here for us is an opportunity to drive additional volumes, but we're being cautious about that, given the inefficiencies that we've experienced. So I think also -- and I'm going to turn it over to John because we think there's a regulatory backdrop in our portfolio that provides us a nice opportunity. John, can you speak to that?
John Edward Adent:
Yes. Thanks, Dave. Yes. So I think a way to help us continue -- help us outgrow the market is to use the tailwind of the regulatory. As we talked about, we saw that testing at FDA was up -- or USDA was up almost 200 -- or FSIS was up 200% increase in Listeria on a pace because the administration is really focusing on pathogen, whether that's Listeria or Salmonella. And we think we're really well aligned for that. Regarding Salmonella, we're working kind of with National Chicken Council, Meat Institute and FSIS to kind of develop a program and we think that our MDS quant Salmonella and serotyping kits are really going to provide the data that is going to help them develop a robust program for this protein industry. So working with those constituents is going to help us continue to grow.
Subhalaxmi T. Nambi:
And one last one real quick. What are you pointing investors to in terms of clear KPIs in regards to Petrifilm, SKU numbers, transition, CapEx targets or just other beyond just timing of these projects? I know you said Q4 is going to be the largest impact in terms of duplication cost, but anything else that you would point out when it comes to Petrifilm transition?
David H. Naemura:
Yes. Thanks, Subbu. Clearly, we have a large reduction in capital expenditures year-over-year and we're going to -- we'll stay within that envelope. The -- as we move into the transition period here, we've talked about starting test production that is an important milestone. And then as we proceed through test production, the degree to which we're kind of certifying SKUs for saleable product, there are 17 SKUs of Petrifilm that will stand up over 4 or 5 quarters after we start test production and that will be an important milestone that we take people through. So I think more to come here in the quarter as we work towards standup.
Operator:
And your next question comes from the line of Brandon Vazquez with William Blair.
Brandon Vazquez:
The first one, I just wanted to focus a little bit on the macro side first and clarify. It sounds like, correct me if I'm wrong, are things getting incrementally worse on a sequential basis on the macro front? Anywhere that you can point to what you think might be causing it getting worse, if I'm understanding that correctly. And then maybe just talk about, historically, we've said even though food volumes from the manufacturers are declining, the food testing segment is still growing somewhere in the mid-single digits. Where do you guys expect that to be over the next 4 quarters? What are you assuming within the guidance?
David H. Naemura:
Yes, Brandon, it's a good question. So I think what we saw kind of rewinding a little bit is as we came through the third quarter, we saw softening of the macro environment as we work through the third. We saw that continue through the fourth. So sequentially, a lower environment. As you know, we developed some internal proxies that we use as an indicator of food production levels, and we saw that decrease sequentially Q3 to Q4. And then, of course, we pay close attention to what some of our larger, broader customers are saying. So we think the environment remains soft, and we're going to see some -- we're going to need to see some recovery in the macro for the consumer to get back to buying more volumes. As it relates to food safety industry growth, yes, we believe food safety testing grows even when production is negative, but we think it grows at a lower rate. I think if we rewound the year, we felt that was mid-single. It might be lower than that now, it's difficult to tell. We think other than our sample collection issues, we grew low single in the fourth on our food safety testing side. And we've really, for the year, assumed this kind of environment that we've exited the year is what we're kind of carrying through the year. And until we maybe see something different, given some of the uncertainties out there, including some of the impacts of the global trade environment and related uncertainty, we've kind of planned an environment not too dissimilar than what we experienced during the second half of the year.
Brandon Vazquez:
Okay. And just to clarify, Dave, on what you just said there, it sounds like from what you can tell, you are growing in line with the food safety market, the food testing market ex sample handling at that low single digit clip. And for the most part, that's kind of what you're assuming for the rest of the year. Is that the right way to categorize that?
David H. Naemura:
Yes, Brandon, directionally, I think that's right. I mean if we step back and look for the full year, it would be 5%. So we think we're in that zone.
Brandon Vazquez:
Okay. And then, Dave, maybe you can spend a minute just talking a little bit also about -- like is there any kind of sequential guidance you can give us, whether it's kind of high level, even on where margins go on a sequential basis through the year. There's just a lot of moving pieces, like when do the tariffs really roll through inventory and meaningfully start impacting you? When does some of the OpEx of the disinfectants business kind of roll off? Anything else in terms of -- when does the inventory management level -- or sorry, not the inventory management, but the inventory write-offs, when do those level off? Like help us think about how we should be modeling the sequentials of margins through the year.
David H. Naemura:
Okay. So we usually start the year with Q1 as our lowest quarter. And I think a combination of volumes, plus some of the headwinds that we intend to make improvement upon over the course of the year, particularly sample collection, will most impact margins in the first quarter and will improve as the year progresses, and that's kind of compounded with a lower volume environment. On the margin side, I think we can point to some of the challenges we saw in the fourth and see some pretty clear path to doing better this year, but we will get a full year of sample handling, which is very inefficient. We have a path to doing better there, but it's going to take a few quarters at least here. So I think we'll see gradual improvement as well. I think all of these things are pointing to kind of directional improvement as the year progresses with some bias from a volume standpoint usually towards the second half, maybe not as large as we've seen in prior years because we've taken cleaners and disinfectants out of the business and that tended to drive a little bit of the seasonality and lumpiness. Does that help directionally, Brandon?
Brandon Vazquez:
Yes, it does. And I'll just ask one last one and let someone else hop in here. But as we think about -- obviously, you have the disinfectants that you've already announced as a divestiture, we'll have genomics updates later in the year. When these businesses are divested? And as we play with our model, it seems like maybe the biggest lever in terms of understanding what the stand-alone company or pro forma margins will be is essentially how much OpEx goes away with those businesses. Is there anything you can share with us in terms of how quickly OpEx goes with those businesses? Will there be some stranded costs that need to come out? Will they take a couple of quarters? Any color around that would be helpful, too, and I'll let someone else hop in.
David H. Naemura:
Yes. So as we sell the businesses, the majority of the -- let's talk about cleaners and disinfectants because that's done. The majority of the related costs are direct costs that go directly with the business. There tends to be $1.5 million to $2 million of additional costs that remain behind. We will be delayed in getting those out because we will continue to service under a TSA arrangement for a period of time, probably at least a full year here in the case of this business, and then we'll see some reductions. But again, at maybe $1.5 million or so, not the biggest number, the majority of the costs go directly with the business. So thanks for the questions, Brandon.
Operator:
And your next question comes from the line of David Westenberg with Piper Sandler.
Jon Petersen:
This is Jon on for Dave. So just first off, could you give any commentary, like any thoughts on the key differences in the management styles between Mike and John, any different priorities? And what we should be looking out for going forward?
David H. Naemura:
Yes. Look, fair question. But again, let's remember, Mike hasn't started yet. And so I think we'll see. Getting to know Mike a little bit, I think very much a back-to-basics guy. But he'll start here in a few weeks, and we'll get into it. And I think as we do that, he'll be looking forward to kind of meeting you guys and sharing some of this philosophy in the coming quarters.
Jon Petersen:
Got it. And you mentioned that genomics saw a sequential improvement, particularly in bovine. Do you see that, that business overall is stabilizing for fiscal '26? And can you give any thoughts on demand in the different species and use cases for it?
David H. Naemura:
Yes. Look, if you recall back in midyear fiscal '25, we talked about a restructuring of that business, trying to refocus it on more attractive cattle end market where we think we're more highly differentiated. And with that, we brought down some of the second half revenue associated with genomics. I'd say the top line for genomics will be a little less in fiscal '26 as compared to fiscal '25. And I can't break it down for you by species, but recall that it's predominantly or the majority of the business is focused on the cattle end markets.
Operator:
[Operator Instructions] Your next question comes from the line of Thomas DeBourcy with Nephron Research.
John Edward Adent:
Can't hear you, Tom, if you're talking.
David H. Naemura:
Operator, we might have problem with Tom's line.
Thomas DeBourcy:
Could you hear me now?
David H. Naemura:
Yes.
Thomas DeBourcy:
Sorry about that. So just on the Food Safety segment, in terms of the strength that you've seen, I guess, in the food quality pathogen product lines, would you say that you've seen some market share gain or addressing additional kind of unmet need? What has really driven, I guess, maybe the strikes, I guess, in pathogen more specifically?
John Edward Adent:
Sure, Tom. I can start with that. I think, look, we know that pathogens have been a priority for us. We've stated that pathogens have been a priority. And part of that is some of the new launches we've done, right? We've talked a little bit about our MDS quant Salmonella test that we just launched. And then we just did our Listeria right now on the MDS platform. So we're continuing to invest in the pathogen space. And with those investments, we're saying that we're able to meet some of the needs where we didn't have the product portfolio before that we do now. So we see that as a great opportunity for us to continue to drive growth in that pathogen space.
Thomas DeBourcy:
Got it. And just one other question on CapEx. For 2026, I think you mentioned $50 million, actually a little bit lower than I was expecting. So just is part of the divestiture helping or was this kind of in line with maybe expected CapEx step down over the kind of years since the merger?
David H. Naemura:
Tom, I think a combination of things, maybe minimally from the divestiture that we did, but we also did see some CapEx pull forward into '25 from '26. So that brings it down a few million as well. And look, we're prioritizing the plant and getting that work done, as you know. So what I think you see us here doing is also just kind of focusing on our CapEx on the priority. So it's a pretty good step down for us, as you point out.
Operator:
And we have no further questions. At this time, I would like to turn it back to John Adent for closing remarks.
John Edward Adent:
Thank you. Thank you all for joining us. We look forward to helping drive -- I look forward to helping drive a smooth transition to Mike. We talked about -- I will be here through the end of October and working with him. And really see great opportunities for Neogen in the future and excited to watch the growth of this company. So thank you very much.
Operator:
Thank you, presenters. And ladies and gentlemen, this concludes today's conference call. Thank you all for joining. You may now disconnect.

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