Welcome to J.B.T. Morell's Earnings Conference Call for the fourth quarter and full year 2025. My name is Ellen, and I will be your conference operator today. As a reminder, today's call is being recorded. At this time, all lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. To withdraw your question, press star 1 again. I will now turn the call over to J.B.T. Morrell's, Senior Director of Investor Relations, Marlee Spangler, to begin today's conference.

Thank you, Ellen. Good morning, everyone, and thank you for joining our year-end 2025 conference call. With me on the call is our Chief Executive Officer, Brian Deck, President Arne Sigurdsson, and Chief Financial Officer, Matt Meister. In today's call, we will use forward-looking statements that are subject to the safe harbor language in yesterday's press release and 8K filing. JVTMRL's periodic SEC filings also contain information regarding risk factors that may have an impact on our results. These documents are available on the IR website. Also, our discussion today includes references to certain non-GAAP measures. A reconciliation of these measures to the most comparable GAAP measure can be found on our IR website. With that, I'll turn the call over to Brian.

Thanks, Marlee, and good morning. What a remarkable year 2025 has been as we completed our first year as JBT Morrell. I can proudly say we are meeting our commitments we made and are realizing the tremendous benefits of the JBT and Morel combination. As a combined organization, we posted strong revenue growth and significant margin expansion. We capitalized on the anticipated recovery in protein demand with robust investment from the poultry industry. At the same time, we took decisive actions to improve the profitability of our meat and fish businesses. We realized meaningful synergy savings. Additionally, we saw an acceleration in our ability to capture order synergies over the course of 2025 as we integrated our complementary product and service capabilities. On the financial side, we achieved our goal of delivering adjusted EPS accretion within the first year of the transaction, and we exceeded the targeted deleveraging of our balance sheet. Looking ahead, we believe our continued strong orders reflect the exceptional value proposition JBT Morrell brings to our customers. I'll let Arne elaborate.

Thanks, Brian. From a demand standpoint, we benefited from our diversified portfolio and attractive end market exposure with full-year orders of $3.8 billion and more than $1 billion in the fourth quarter. As anticipated, that performance was led by exceptional strength in orders from the protein end markets, especially poultry, which has seen a sharp recovery following roughly two years of underinvestment. For the year, meat, beverages, and pharma were also strong growth contributors, while prepared foods showed improvement in the fourth quarter compared to previous quarters. Geographically, we enjoyed gains across all regions in 2025. From a consumer and secular perspective, poultry continues to be a winning food category due to its affordability versus other proteins. its versatility in flavor adaptation, and overall health benefits. In response to strong consumer demand and good economics from price-cost spreads, our global processing customers invested in core JPT model solutions that enhance production performance, improve yield, and reduce labor costs. We are pleased that our customer-focused go-to-market strategy, coupled with our comprehensive solutions, spanning integrated lines, service, aftermarket support, and digital connectivity, led to order synergies. In fact, our ability to capture cross-selling benefits accelerated over the course of the year as our organizational design, product training, unified marketing, and branding efforts took hold. For example, our complementary technology in prepared foods allowed us to secure orders that included integrated JBT and model solutions for chicken nugget and hamburger processing lines. Our ability to provide leading technology across these co-value chains is a key differentiator, helping customers create high-quality products with enhanced uptime and efficiency. As such, an important part of our strategy is to invest to strengthen our offering to provide integrated solutions across all key product lines. All in, we captured $30 million in order synergies for the full year, with more than half realized in the fourth quarter. Those orders are then expected to convert to revenue in 2026. Let me turn the call over to Matt to discuss our earnings performance in 2025 and provide guidance for 2026, which reflects another year of solid growth.

Thanks, Arnie. As Brian said, 2025 was a year of strong growth and excellent overall performance for JVT Morrell. And as previewed last quarter, we recently released our new segment reporting, reflecting our go-forward organizational structure. The Protein Solution segment includes businesses serving the initial stages of processing and harvesting of animal proteins. The Prepared Food and Beverage Solution segment predominantly focuses on downstream value-added preparation, preservation, and packaging of foods and beverages into ready-to-eat or drink products. Now moving to a discussion of our results. Full-year consolidated revenue of $3.8 billion exceeded the high end of our guidance as we successfully converted backlog to revenue, experienced solid demand for service and aftermarket solutions, and continued to benefit from recovery in the poultry industry. The favorable year-over-year foreign exchange translation impact of $77 million was in line with our expectations. On a segment basis, revenues were $1.7 billion for protein solutions and $2.1 billion for prepared food and beverage solutions. For the year, we generated consolidated adjusted EBITDA of $600 million, representing a margin of 15.8 percent, which was at the midpoint of our guidance. On a segment basis, adjusted EBITDA margin for protein solutions was 20.1 percent, and and the food and beverage solutions margins were 17.2 percent, delivered synergy savings as forecasted, realizing a $43 million year-over-year benefit, while we exited the year with run rate savings of approximately $85 million versus our 2024 baseline. Our savings were primarily driven by the initial efforts related to streamlining our organizational structure, optimizing public company and overlapping third-party costs, and consolidating our spend with our supply base. With execution for the first year, we are confident in our ability to achieve our goal of generating $150 million of run rate synergy savings as we exit 2027. Offsetting some of the synergy benefits was the impact of the higher tariff environment that we have experienced since April 2025. The cost to JBT Morrell for the year was approximately $43 million, which is net of $15 million of cost avoidance through supplier negotiations and other cost mitigation efforts. After pricing actions, we estimate tariffs at an approximately 50 basis point impact on adjusted EBITDA margins in 2025. As forecasted, fourth quarter adjusted EBITDA margin of 16 percent declined sequentially due to the acceleration of tariff costs along with investments we made to support our growth For the year 2025, adjusted earnings per share was $6.41. Now, we are extremely pleased as this represents first-year earnings accretion relative to legacy JVT's 2024 adjusted earnings of $6.15 per share. Turning to the balance sheet, when we completed the JVT Morrell transaction in January 2025, our leverage ratio was just below four times. We had a goal of bringing the leveraged ratio down to three times at year-end 2025. In fact, we ended the year with a leverage ratio of less than 2.9 times, demonstrating the earnings and cash flow power of the combined company. Looking ahead to full year 2026, we expect healthy year-over-year growth in revenue, margins and earnings. Our consolidated guidance includes revenue growth of 5-7%, including a 1% foreign exchange benefit. Adjusted EBITDA margins are estimated at 17-17.5%. That represents year-over-year improvement of 145 basis points at the midpoint, with margin progression anticipated for both protein solutions and prepared food and beverage segment. Included in our adjusted EBITDA guidance is the ongoing impact of tariffs, including Section 232, which remains in place. For the recent Supreme Court news on base reciprocal tariffs, we have begun to assess the potential impact this will have on our cost structure in 2026, and we will continue to monitor what appears to be a constantly moving target. Currently in our forecast, we have included approximately $45 million of higher full-year tarot costs before pricing actions, with most of the increase occurring in the front half Independently, we will continue to execute on our synergy savings, which we expect to realize year-over-year benefit of approximately $60 million. We project adjusted earnings per share of $8 to $8.50 in 2026, a year-over-year increase of 29% at the midpoint, driven by EBITDA improvement and lower interest expense from the successful deleveraging of our balance sheet and low-cost capital structure. GAP earnings per share guidance is expected to be $4.70 to $5.15. We are seasonally slowest. We are forecasting revenue of $920 to $940 million and adjust the EBITDA margin of 14 to 15%. At the midpoint, this represents year-over-year growth of 9% in revenue and just give it a margin improvement of 150 basis points. Seth, let me turn the call back to Brian. Thanks, Matt.

As Arne and Matt detailed, we executed well against our synergy plan for 2025. Looking forward, we expect to realize incremental benefits from supplier consolidation and value-add engineering projects designed to take our parts complexity and cost. We will also continue back-office resource optimization and have a roadmap for select manufacturing and distribution footprint rationalization. This allows us to leverage previous investments made in state-of-the-art distribution and low-cost manufacturing, further improving customer service and our cost position. We got off to a great start in 2026 with our presence at IPPE, the world's largest poultry Expo. For the first time, JBT Morell's full integrated solutions were on public display, which demonstrated the value of our comprehensive product portfolio. Customers' response to the benefits of our integrated systems, service, connectivity, and know-how was very positive. Given the conversations about demand trends with poultry industry leaders, we have confidence in the continued investment momentum including renewed investment on the prepared food side that combined with favorable economics of the industry makes us optimistic that the strength and poultry equipment demand will continue into 20 26 as you can see we are excited about the growth path ahead we plan to provide further details on our strategic growth priorities and financial targets at our upcoming investor day which will be held on thursday march 26 in new york city a live stream webcast and replay of the event will be available on our ir website meanwhile i am very proud of the progress our organization has made in achieving our first year goals for the integration of jbt and mara we are capitalizing on our enhanced customer value proposition and scale and financially, we achieved the objectives we established. Of course, none of this was easy, requiring hard work and deep commitment at all levels of the organization. To our teams across the globe, thank you. Together, we are transforming the future of food. Now, let's open the call to questions. Operator?

We will now begin the question and answer session. If you would like to ask a question please press star one on your telephone keypad to withdraw your question press star one again please pick up your handset when asking a question and if you are muted locally please remember to unmute your device please stand by while we compile the Q&A roster our first question comes from Ross Sparrenbleck with William Blair your line is open please go ahead hey Hey, good morning, gentlemen.

Good morning. Maybe just starting off with the order dynamics in the fourth quarter, can you give us a sense of what in-markets stood out? It seemed like AGVs were maybe flat in the third quarter and were starting to kind of turn into 2026, whereas the fruit and vegetable looks like it was down for the year. I don't know if that's expected to continue.

I would say, generally speaking, poultry remains the leader across all of our categories, and I would say followed by beverages in 2020 as we ended the year 2025. Meat remains supportive, as does fish, and we're starting to see some real momentum on the pet food side as well. And as you suggested, we do expect a nice recovery in AGV as we go into next year. So as we think about our ending backlog, we feel really good about the position we're And to further emphasize the poultry side, so when you look at our poultry orders, typically, and it was a very strong year, as you saw, typically that's somewhere in the range of 75 percent that goes to the poultry segment, and then about 25 percent typically would go to the prepared food and beverage segment. So, it covers both segments just for informational purposes, and again, I think what we're going to see is continued investment on the front end and increased investment on the back end, on the prepared food side.

Okay, that's helpful. Matt, in the fourth quarter, did you guys call out the synergies between the R&D and SG&A, And then also, can you just maybe provide the expectations for R&D and SG&A for 2026?

Yeah, we did not call out the synergies specifically to either R&D and SG&A, I mean, but in general, the synergy savings that we saw in 2025 was predominantly in the SG&A part of OPEX, not in R&D.

Going forward, we split out SG&A and R&D in our segment. disclosures so you'll see that in the K going forward but we are providing that guidance okay the one thing I would just add on there aren't sorry just real quick Ross one thing that we are doing on the R&D side is harmonizing the accounting treatment between the two businesses legacy businesses so you'll see a little bit different structure quite a bit of JBT legacy JBT's R&D if will was in cost of goods sold and whereas morel was kind of all in one spot so we're going to

we're going to re-harmonize that according to uh uh gap we made that change in q4 and we'll make that uh yeah okay so this is the first quarter where we're going to have our full apples apples as you think about constant yeah q4 q4 q4 perfect thank you gentlemen our next question comes from I'm Mig Dobre with R.W.

Baird, your line is open. Please go ahead.

Yeah, hi, thanks for the question here. Just looking at the new segment reporting structure, maybe a couple of points of clarification here. I don't know if I missed this, but, you know, when you're thinking about the top line growth for 26, is there a way to differentiate between protein solutions and prepare food and beverage? And, you know, related to this, I would imagine that a lot of the margin expansion that's factored into the overall guidance would flow through the protein solutions segment, just because optically it looks to me like this is where a good chunk of the morale business is now housed. Do correct me if I'm wrong there, and maybe you can comment a little bit about margins, perhaps for both segments.

Yeah, Meg, on the first part of your question on revenue for 2026, you know, again, we're guiding to a 5% to 7% range overall, and for protein solutions it's probably at the higher end of that range, and for prepared food and beverage probably at the lower end of that range, which kind of gets you to that midpoint that we have in our forecast. And then from a margin perspective, we're expecting to see margin improvement in both segments, obviously from the benefit of the higher volume as well as from the continued benefits from the synergy actions that we are taking. To be honest, they're relatively the same in terms of improvement with slightly higher improvement actually in prepared food and beverage just because of some of the impacts that we saw at the end of 2025 correcting some of those issues and getting a little bit better flow through in 2026.

And you anticipated something else I wanted to ask about. You called out some maybe some inefficiencies in prepared food and beverage. Can you put a finer point on this in terms of what's been going on there? Is this, you know, the legacy JBT business, is there something analysis and what's the line of sight on getting that improvement operationally there?

Yeah, as we somewhat forecasted in the last call that we had after Q3, we did have some challenges primarily on the AGV side and we did see that impact us in Q4 as we predicted and a lot of that is driven by some of their impact from the end market from the higher tariffs and that's impacting them more significantly just because they have a little bit of a more broader end market focus than the rest of the business but we expect to see our ability through that those issues through Q1 and early Q2 so it should be relatively contained the first quarter maybe a little bit

bleed into the early part of the second quarter my final question on tariffs so So you decided to drag for 2026, but that was, as I understood it, sort of the gross It's X pricing or any other mitigation, and I'm sort of curious, how are you thinking about pricing? I mean, are you in a position where a good chunk of this figure can actually be mitigated as the year progresses or not?

Yes, Meg, it's Brian. so we have included in our forecast some mitigation on the pricing side we do think that there will be still some net negative benefit perhaps in the 25 basis points range for the field full year maybe maybe maybe somewhere between 25 and 50 basis points it really kind of depends on the status of the markets We don't feel it's 100% on the customer's backs to take on these cost increases, so we're doing everything that we can on the cost side to mitigate that, so we'll continue to do that. But we are intentional, will be intentional on select price increases where we think it's supportive from the market perspective.

Thank you.

Our next question comes from Justin Ages with CJS Securities. Your line is open. please go ahead.

Hi, morning all. Just a question on capital allocation, you know, good progress on getting leverage below, you know, the target for the first year here. Just wanted to know how you guys were thinking about, you know, what to do with the capacity with the convertible coming up in May. Any detail there would be helpful.

Yeah, well, let me start. I'll just say this. We are laser-focused on completing the integration, right? We still have some time to go there. So we don't want to get ahead of ourselves. We certainly want to get into that two to two and a half leverage range before we start thinking seriously. That said, and I'll let Arne elaborate a little bit, there will be a time when we think we can get some of the benefits of what we've on the protein side in other areas of the business.

Yeah, and I mean, how we are thinking about it, and it kind of feeds through our messaging all along and the strategic rationale for the merger of JVT and Marilis, we see a lot of benefit when we have a broader portfolio that is serving an end market or a particular customer. So those kind of integrated lines and integrated solutions, that's where we see where the customer needs are, the opportunity to improve the operation of our customers and improve the value proposition. So kind of as things evolve and kind of – and we feel the timing is right, kind of as Brian said, kind of you can – that's kind of an area that we'll probably be very much focused on to look at kind of where are the opportunities to strengthen our value proposition and be able to work better with our customers to partner with them on their journey.

Justin, just to touch on 2026 specifically, you know, we did the convertible in September of 2025 to pre-fund the financing to retire the notes in May. So we're in a really good position here. We expect to be able to leverage the liquidity that we have on our revolving credit facility to be able to take out the convert, that plus the cash flow that we will generate this year. We do expect, you know, all things sort of staying that will be in the range of two to two-and-a-half times leverage by the end of 2026, and then we'll see where we go from there from an M&A perspective like Brian and Arne discussed.

Well, thank you. And then switching to Paris, can you give us a little more detail on where you are in the supply chain, regionalization I know you mentioned you know looking at some factories in the US and then along with that can you also comment on and I know it's a moving target you know customers and their orders being impacted by this kind of moving tariff regime thank you sure so from a supply chain perspective it's still relatively early days we have already started moving parts suppliers to the from Europe to the US where where it's feasible that takes a little bit of

time just with product testing and first articles etc so that's in that's further along if you will from a manufacturing side we we certainly are very busy filling our backlog so we are starting that process as well so that'll be a continuum during the course of 2026, but I don't think we will be complete with that until more likely the 2027 timeframe.

Yeah, and just to kind of emphasize, like we do have, for example, on the poultry side, we do have a plant that kind of mirrors in the U.S. that mirrors a plant in Europe. So that's where we can kind of move faster, which is kind of really good because of how the poultry market is evolving so that's kind of an area that we can maybe get some short-term benefit but obviously if you want to do more structural things it will take longer and then we also have strong distribution centers regionally in the US that we're leveraging more and more directly for the local market on the part side in particular yeah great thank you for taking the questions thank you your next question comes from Walter Liptak with seaport research your line is open please go ahead hi thanks good morning

guys yeah I wanted to ask about the sales interviews for 2025 was that to your expectations at 30 million and do you have a guidance number or an expectation for 2026 as we mentioned on the prepared remarks it did X the benefits on the synergies revenue side did accelerate through the year and it's Especially, as you might think, right, you get the organizational structure in place first, then you start training, you get marketing, and it really did pick up through the course So again, $30 million with approximately half in the fourth quarter alone. So I would – and that will convert to revenue in 2026. So I would say we are ahead of pace on our original $75 million cumulative revenue synergies by 2027. We haven't put a new number out there, but we will as part of the investor day at the end of March. But clearly we're ahead of pace.

Okay, great. Thank you.

If you would like to ask a question, please press star one on your telephone keypad. To withdraw your question, press star one again. There are no further questions at this time.

I will now turn the call back to Brian deck for closing remarks thank you all for joining us this morning as always the IR team will be available if you have any additional questions and I look forward to seeing you at our upcoming investor day this concludes today's call thank you for attending you may now disconnect