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Transcript
OP
Operator
Operator
Greetings, and welcome to the Federal Signal Corporation fourth quarter earnings call. At this time, all participants are in a listen-only mode. As a reminder, this conference is being recorded. It is now my pleasure to introduce Felix M. Boeschen, Vice President of Corporate Strategy and Investor Relations. Please go ahead.
FB
Felix M. Boeschen
Management
Good morning, and welcome to Federal Signal Corporation's fourth quarter 2025 conference call. I am Felix M. Boeschen, the company's Vice President of Corporate Strategy and Investor Relations. Also with me on the call today are Jennifer L. Sherman, our President and Chief Executive Officer, and Ian A. Hudson, our Chief Financial Officer. We will refer to some presentation slides today as well as to the earnings release, which we issued this morning. The slides can be followed online by going to our website, investors.federalsignal.com, clicking on the investor call icon, and signing in to the webcast. We have also posted the slide presentation and the earnings release under the Investor tab on our website. Before I turn the call over to Ian, I would like to remind you some of our comments made today may contain forward-looking statements that are subject to the safe harbor language found in today's news release and in Federal Signal Corporation's filings with the Securities and Exchange Commission. These documents are available on our website. Our presentation also contains some measures that are not in accordance with U.S. generally accepted accounting principles. In our earnings release and filings, we reconcile these non-GAAP measures to GAAP measures. In addition, we will file our Form 10-K later today. Ian will start today with more detail on our fourth quarter and full year financial results. Jennifer will then provide her perspective on our performance, current market conditions, our multiyear growth initiatives, and go over our outlook for 2026 before we open the line for any questions. With that, I would now like to turn the call over to Ian.
IH
Ian A. Hudson
Management
Thank you, Felix. Our financial results for the fourth quarter and full year of 2025 are provided in today's earnings report. Before I talk about the fourth quarter, let me highlight some of our full year consolidated results for 2025. Net sales for the year were $2,180,000,000, a record high for the company and an increase of $319,000,000, or 17%, compared to last year. Organic net sales growth for the year was $205,000,000, or 11%. Operating income for the year was $340,900,000, an increase of $59,500,000, or 21%, from last year. Net income for the year was $246,600,000, an increase of $30,300,000, or 14%, from last year. Adjusted EBITDA for the year was $438,900,000, up $88,300,000, or 25%, compared to last year. That translates to a margin of 20.1% this year, up 130 basis points from last year. GAAP diluted EPS for the year equated to $4.10 per share, up $0.51 per share, or 15%, from last year. On an adjusted basis, we reported record full year earnings of $4.23 per share, up $0.89 per share, or 27% from last year. Orders for the year were $2,220,000,000, an increase of $374,000,000, or 20%, from last year. Backlog at the end of the year was $1,040,000,000, an increase of $45,000,000, or 5%, from last year. For the rest of my comments, I will focus mostly on comparisons of 2025 to 2024. Consolidated net sales for the quarter were $597,000,000, an increase of 27% compared to last year. Organic net sales growth for the quarter was $85,000,000, or 18%. Consolidated operating income in Q4 this year was $83,500,000, up $13,400,000, or 19%, compared to last year. Net income for the quarter was $60,800,000, an increase of $10,800,000, or 22%, from last year. Consolidated adjusted EBITDA for the quarter was $119,400,000, up $30,100,000,…
JS
Jennifer L. Sherman
Management
Thank you, Ian. We are proud of our record-setting fourth quarter performance, which included new quarterly records across net sales, adjusted EPS, and adjusted EBITDA, thanks to the outstanding results from both of our operating groups. Within our Environmental Solutions Group, we delivered 27% year-over-year net sales growth, a 31% increase in adjusted EBITDA, and a 70 basis point improvement in adjusted EBITDA margin. Contributions from acquisitions, higher production levels, and continued price realization were all meaningful year-over-year contributors. Given continued strong order levels and an extensive pipeline of internal market share expansion initiatives, we remain focused on building more trucks across our family of specialty vehicle businesses and reducing lead times for sewer cleaners and four-wheel sweepers. These efforts to increase throughput across our manufacturing sites contributed to double-digit percent increases in net sales across several ESG product verticals, including sewer cleaners, safe-digging trucks, street sweepers, metal extraction support equipment, and road marking and line removal trucks. From a capacity perspective, the combination of large-scale capacity expansions that we completed between 2019 and 2022, good access to labor, and continued investments in several productivity-enhancing projects position us well to profitably absorb more volume into our existing footprint. As in recent years, we expect approximately half of our annual CapEx expenditures in 2026 focused on various growth initiatives, with the other half focused on maintenance investments. Shifting to aftermarkets, where demand remains strong, aided by contributions from acquisitions. For the quarter, aftermarket revenue increased 20% year over year, primarily driven by higher demand for aftermarket parts, increased service activity, and rental income growth. We are identifying new attractive aftermarket parts growth opportunities across the enterprise and are highly energized by the long-term prospects of our internal build-more-parts initiative, whereby we are vertically integrating certain parts production. Over a multiyear timeline,…
OP
Operator
Operator
Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. One moment while we poll for questions. Our first question is from Timothy W. Thein with Raymond James.
TT
Timothy W. Thein
Analyst
Hi, good morning. Can you hear me okay?
JS
Jennifer L. Sherman
Management
Yes. Good morning, Tim.
TT
Timothy W. Thein
Analyst
First question, just on the call at the midpoint of $2.6 billion in revenues. Apologize if I missed this. Is there a way to parse out—I am not sure if you updated what you are expecting in terms of New Way and MEGA and other acquisition impacts. Just trying to parse out organic versus relative to that $2.6 billion number?
IH
Ian A. Hudson
Management
Yes, sure, Tim. I will take this. So, if you think of the guide—the revenue guide—obviously, in the aggregate, 17% to 22% year-over-year growth, that is about 5% to 9% as organic, and the rest would be contributions from New Way and MEGA. So that is how it breaks down. And then the midpoint—that is squarely in line with what we have delivered really since 2015. Our organic growth has been a CAGR of about 7%, so that is squarely in line with the guide.
TT
Timothy W. Thein
Analyst
Yep. Okay. Excellent. And then just on the order trends—and I am sure you have far from perfect visibility as to every order placed and what the motivation is behind it—but I am just curious, maybe what feedback, if any, you hear from dealers in terms of or maybe how you are seeing that order board fill out, meaning are there any signs of maybe customers wanting to get ahead of a prebuy, meaning more of those orders may be coming later in the year, or just curious as to what, if any, impact you think that is having in terms of order activity. Thank you.
JS
Jennifer L. Sherman
Management
Yes, I will start with the prebuy discussion. There has been a lot of discussion around this. We have not baked any meaningful prebuy into our guidance. We are going to continue to monitor it, and we will be prepared to respond to it. The other thing I would add there is publicly funded customers do not materially engage in prebuying, so with respect to that part of the business, we do not think it would be a significant driver. Where we would see traction would be on those non-publicly funded customers.
TT
Timothy W. Thein
Analyst
Understood. Thank you.
OP
Operator
Operator
Our next question is from Steve Barger with KeyBanc Capital Markets.
SB
Steve Barger
Analyst
Hey, good morning. Thanks.
JS
Jennifer L. Sherman
Management
Morning, Steve.
SB
Steve Barger
Analyst
For the 5% to 9% organic for the consolidated guide, is that similar—got it. And thanks for the reminder on how the mix of backlog-dependent business is changing. So maybe a two-parter. First, is it safe to say that you expect book-to-bill above one for the business units that still depend on backlog for forward visibility?
IH
Ian A. Hudson
Management
So, a couple of comments there. As we previously talked about, our lead times are still extended for sewer cleaners and four-wheel street sweepers. So we have been focused on build more trucks. I am pleased to report that we made some really good progress during Q4. If you look at unit production combined at both Elgin and Vactor, it was up versus 2024, and up 13% for the full year. So we were pleased with that progress. For those particular businesses, we are very focused on getting those lead times in that six- to eight-month range. We provided some additional information in the slides today regarding the impact of the $80,000,000 third-party refuse trucks. We will not be taking orders for third-party refuse trucks in 2026, and we will be delivering those throughout the year. So we tried to separate that out for everybody so they understand the impact that will have. We will be taking orders for New Way, but it will take us some time to build up to those particular rates over a multiyear period. So, outside of those particular things, we would expect over a twelve-month period that book-to-bill would be around 1.0, a little bit better. But we wanted to call out those two particular issues as we move forward.
SB
Steve Barger
Analyst
Yes, that is great detail. Thank you. And then the second part, just a clarification. Do you book-and-ship orders within any given quarter—does book-and-ship business, I should say, in a given quarter get reported in orders? And how do we think about rental and used equipment, and how that flows through, just for clarification?
IH
Ian A. Hudson
Management
Yes, the short answer, Steve, is yes. They do get reported in both orders and sales within the quarter. And we typically do not have much backlog for rentals, if any, because typically you will receive the request to rent and fulfill it quickly, so that is probably an in-and-out within the quarter. So not a whole lot of backlog in the rental business.
SB
Steve Barger
Analyst
Yes, but rental would still show in orders, or is that just kind of a—
IH
Ian A. Hudson
Management
Correct.
SB
Steve Barger
Analyst
Okay. Got it. Yes. Thank you.
OP
Operator
Operator
Our next question is from Ross Sparenblek with William Blair.
JS
Jennifer L. Sherman
Management
Good morning, Ross.
RS
Ross Sparenblek
Analyst
Nice quarter here. Maybe just starting with a housekeeping item. Can you help parse out the $132,000,000 inorganic contribution to orders in the quarter? I understand some is backlog; some is going to be incremental orders that were secured once you owned the asset.
IH
Ian A. Hudson
Management
Yes, Ross. That is just the backlog that we acquired on the date of the acquisition.
RS
Ross Sparenblek
Analyst
Okay. Can you give us a sense of what the inorganic order flow looked like to try to parse out the organic orders for the year?
IH
Ian A. Hudson
Management
Yes. I mean, the difference was not really material from what we have reported. If you strip out the acquired backlog, that delta was not material.
RS
Ross Sparenblek
Analyst
Okay. I mean, how should I think about that, though, since you guys did start stocking inventory in Canada for New Way, and presumably the rest of the United States?
IH
Ian A. Hudson
Management
We did not do anything meaningful in the one month that we owned them.
RS
Ross Sparenblek
Analyst
Okay. Well, just based on early discussions, do you get the sense that you are going to have a strong adoption rate with existing dealers that might be selling other third-party refuse trucks?
IH
Ian A. Hudson
Management
You know, right now, New Way has a number of strong dealers, and we are working with them. And the JJE sales arm—we have hired a number of people. We are leveraging the existing infrastructure that is in place. We are training them on the New Way equipment. So they are still in early stages. We are excited about some of the opportunities that are out there. And then in certain areas, we plan on strengthening that dealer network through either the JJE team or other additions to the network.
RS
Ross Sparenblek
Analyst
Okay. So, I mean, probably first quarter, though? Like, timeline on when we should start seeing a more meaningful contribution? It just seems a little odd that you would let the LaBrie phase out. I guess you do have a backlog there. We should not expect until the end of the year for the overlap of replacing LaBrie with New Way inventory. Correct?
IH
Ian A. Hudson
Management
Yes, we are taking orders since closing, and New Way has a number of strong dealers in place. There are a number of opportunities, and we are continuing to take orders. And our view on New Way's contribution to the 2026 earnings has not changed. Including the amortization, we expect it to be neutral.
RS
Ross Sparenblek
Analyst
Okay. Alright. Well, thanks again, guys. I will hop back in queue.
IH
Ian A. Hudson
Management
Thank you.
OP
Operator
Operator
Our next question is from Walter Scott Liptak with Seaport.
WL
Walter Scott Liptak
Analyst
Hi. Thanks. Good morning. So I want to ask—I did not catch it—Jennifer, in your remarks. You talked about the first quarter. I wonder if you could talk a little bit about what you are expecting seasonally and from production schedules so we can get our modeling right?
IH
Ian A. Hudson
Management
Sure. We expect, in terms of earnings, the cadence to be similar to the past in terms of 19% to 20%. With respect to orders, there could be—this year, obviously, New Way in part of first quarter, Hog, and MEGA will be new—so there could be some change to the seasonality of orders. But in general, what I said in my prepared remarks is we would expect the cadence of earnings to be similar to the past.
WL
Walter Scott Liptak
Analyst
Okay. Great. And I wanted to ask you about New Way and just the cost synergies now that you have had a chance to do a full financial review and look at the operations. Are you going to be able to do more with the cost synergies? And I wonder about 80/20—if that is something that you give them time to integrate first and then start 80/20, or do you start doing that right away with the New Way business strategies?
IH
Ian A. Hudson
Management
Yes. So, we identified the $15,000,000 to $20,000,000 by 2028. That is about half cost and half revenue synergies. We have various teams that have been in place since we announced the acquisition in September that are working on those cost synergies and revenue synergies. 80/20 and operational optimization is absolutely a critical synergy. We have transferred one of our best 80/20 people. Our facility—the general manager of that facility—is now working directly with the New Way team on 80/20 opportunities.
WL
Walter Scott Liptak
Analyst
Okay. Great. Thanks for that. And just the last one for me, I was curious about the University Park—the fourth PCB line that went in. You guys have been really successful with vertically integrating, and I wonder if this one is for demand that you already have, or is this room to grow? Why did you have to add a fourth PCB line?
IH
Ian A. Hudson
Management
There are a couple drivers. First of all, the team did a super job, and we installed that line—we are actually a little bit ahead of schedule—in Q4. We look at it as driving a couple things: continued growth, it really accelerates new product development, and it allows us to attract customer needs, particularly within both our police and our signaling businesses. So, the short answer is accelerating new product development—the team is a star in that particular area—and, number two, it facilitates additional growth opportunities.
WL
Walter Scott Liptak
Analyst
Okay. Great. Okay. Thank you.
IH
Ian A. Hudson
Management
Thank you.
OP
Operator
Operator
Our next question is from Michael Shlisky with D.A. Davidson.
JS
Jennifer L. Sherman
Management
Good morning, Mike.
MS
Michael Shlisky
Analyst
Good morning. Thanks for taking my questions. Wanted to start off asking about MEGA and about New Way. Can you share first how 2025 fared within their own four walls as far as organic growth in those businesses? Were those both growth businesses in 2025? And do you expect them, organically, to be for themselves growth businesses in 2026?
IH
Ian A. Hudson
Management
Yes. I think with respect to MEGA, we are obviously very excited about the combination of MEGA with the Ground Force and TowHaul businesses. In Jennifer's remarks, she commented on how MEGA brings some things to the table that we did not necessarily have before in terms of geographic expansion. So MEGA has had some nice organic growth in 2025. We are expecting that to continue as we go into 2026. They had revenues of about $40,000,000 in 2025, and as we go into 2026, we are expecting that to grow a little bit. As it relates to New Way, they were in the middle of a sale process during 2025, so we did not necessarily have audited financials, but the last audited financials that we had, they did $36,000,000 of EBITDA and about $250,000,000 of sales in 2024. As we talked about in September, we are expecting them to be slightly lower in 2026 just because there is some normalization of trends within that industry. So that is what we have implied in our guide for 2026.
MS
Michael Shlisky
Analyst
Got it. Thank you so much. And then your comment earlier about expanding a little bit into South America was also very interesting. Was that just a comment about Ground Force and TowHaul, or are there other lines of business that you think could actually work as well in South America? Just any comments on local sourcing, whether you have to have engine changeover to make that happen. Because there are often some rules around locally sourced content when you try to get into South America.
IH
Ian A. Hudson
Management
Yes. So my comments were focused on MEGA and TowHaul/Ground Force. We have partners that we work with in South America. MEGA has a very strong brand, and they manufacture tanks and water trucks on locally sourced chassis where needed. With respect to the chassis for TowHaul, we export, and for other Ground Force and TowHaul products, given the strong brand recognition of MEGA, the teams are excited about the synergies for both those other products.
MS
Michael Shlisky
Analyst
Great. Just one last one for me. You had a busy 2025 for M&A. Just a sense as to the pipeline you think for 2026 and what areas you are looking to grow through inorganic means ahead here?
IH
Ian A. Hudson
Management
Yes. Our pipeline continues to be full. We are very focused on identifying companies, purchasing, integrating, delevering, and then repeating. With that being said, different teams work on different opportunities. We have mentioned previously that our SSG team is looking at a number of opportunities right now. We would expect that to continue. There are some other opportunities we are looking at with respect to specialty vehicles that involve different teams than the refuse team or the mineral extraction team. M&A over the long run will continue to play a critical part in our growth, but we will meter according to bandwidth.
MS
Michael Shlisky
Analyst
Okay. Outstanding. I will pass it along. Thank you.
OP
Operator
Operator
Our next question is from Christopher Paul Moore with CJS.
CM
Christopher Paul Moore
Analyst
Good morning. Great quarter as always. You guys were obviously ahead of the curve early in COVID, expanding capacity, and certainly it depends on mix. But just trying to get a sense of roughly how much annual revenue Federal Signal Corporation can currently handle with the existing infrastructure.
IH
Ian A. Hudson
Management
Yes. So we are currently running at about 70%. I would highlight that we added some additional capacity with New Way and MEGA, particularly New Way. We are excited about that capacity with some organic growth initiatives that we are incubating right now that we expect will have multiyear benefits into 2027 and 2028. I will say what I say all the time: we are continuously tweaking our capacity at various facilities, where we might do something that is less than $5,000,000 type expansion. The teams have done a super job in terms of 80/20, which—one of the many benefits of 80/20—is freeing up additional capacity. We have been able to add some additional capacity. We are leveraging some of the opportunities in New Way. I can give a great example in our dump truck body business. We had excess capacity in Pennsylvania. We are now producing dump trucks in a particular facility there. I think we are in pretty good shape right now as we sit here to support our growth initiatives going forward.
CM
Christopher Paul Moore
Analyst
Got it. Helpful. Maybe just one on New Way. So you have talked about the New Way acquisition being neutral to EPS in 2026, potentially adding, I do not know, $0.40 to $0.45 EPS in 2028. I am assuming, based on prior conversations and prior comments, that that would be pretty back-end loaded for 2028. Is that the way we should be looking at that and also the margin progression from EBITDA margins from 14% to 15% to the 20% range?
IH
Ian A. Hudson
Management
Yes. I think we talked about the $15,000,000 to $20,000,000 of synergies by 2028, kind of evenly split between cost and revenue synergies. We would expect those cost synergies to be more evenly split as we move through the three-year period, with the revenue synergies to be more back-end loaded. They take some time. If you think about that particular team, a good example is we are very focused on new product development. We have a number of products in the works, and it will take some time to get traction, for example, on those particular initiatives.
CM
Christopher Paul Moore
Analyst
Got it. That makes sense. And just any thoughts on the current tariff discussions?
IH
Ian A. Hudson
Management
Yes. I think that we are fortunate because, as we talked about last year, we are in country for country, so they had a nominal impact. USMCA is important to us, particularly given the importance of our Canadian businesses. But we are not baking any meaningful impact into the guidance that we provided earlier today.
CM
Christopher Paul Moore
Analyst
Fair enough. I will leave it there. Thanks, guys.
JS
Jennifer L. Sherman
Management
Thank you, Chris.
OP
Operator
Operator
Our next question is from Gregory John Burns with Sidoti & Company.
JS
Jennifer L. Sherman
Management
Good morning, Greg.
GB
Gregory John Burns
Analyst
Good morning. The adjusted pro forma order number of $64,000,000—how much of that is organic, and what is the contribution from acquisitions in that adjusted number?
IH
Ian A. Hudson
Management
Yes. I mean, I think what we have done, Greg, is we have stripped out the acquired backlog at the time of the acquisition. So that is the 14% year-over-year growth from Q4. The vast majority of that is organic.
GB
Gregory John Burns
Analyst
Okay. Perfect. And then in your municipal, publicly funded markets, I know there was a lot of federal money coming post-pandemic into that market. I assume a lot of that has been allocated and spent. So is there any concern that we might see a slowdown in those end markets?
IH
Ian A. Hudson
Management
Yes. I will start with—as we have talked about before—we did not see any meaningful contributions in 2024 or in 2025 from those pandemic programs. Infrastructure projects are still ongoing. We expect those to be ongoing for several years. Again, within that publicly funded revenue bucket, water taxes are an important part of that. That is our largest single product line, which supports purchases of sewer cleaners and other types of municipal vacuum trucks. We find that to be a growing revenue stream. Our general municipal exposure would really be around street sweepers, some of our multipurpose tractors, a small portion of our public safety systems, and then a portion of refuse. As we talked about in the prepared remarks, we saw strong orders in Q4 for sewer cleaners and street sweepers. Again, we feel we have baked this into our outlook, and it is really, frankly, the diversification within that publicly funded revenue stream that is important to look at with respect to the order trends.
GB
Gregory John Burns
Analyst
Okay. Thank you.
OP
Operator
Operator
Thank you. There are no further questions at this time. I would like to turn the floor back over to Jennifer L. Sherman for any closing remarks.
JS
Jennifer L. Sherman
Management
Thank you. Again, we would like to express our thanks to our shareholders, customers, employees, distributors, and dealers for their continued support. Thank you for joining us today, and we will talk to you next quarter.
OP
Operator
Operator
This concludes today's conference. We thank you for your participation. You may disconnect your lines.