Good afternoon, and a warm welcome to this joint fireside chat with the CEOs of Marel and JBT, in addition to an open house here at Marel. My name is Tinna Molphy, and I've had the privilege of being in Investor Relations for Marel for the past seven years, and I'll be your moderator today. It is my great pleasure to welcome you all here today. We have a great program in store for you. We're kicking off with the CEO fireside chat, followed by a walk through our manufacturing facilities and our innovation hub, where our pioneering innovators will walk you through some teach-ins in what we're doing in terms of groundbreaking solutions, software, and services across the world.
That, of course, continue to transform food processing and fortify the future of food. Last but not least, also give some color on the people and culture behind the adventure about Marel and JBT. For fans of virtual reality, we will also provide a visit, a virtual site visit, to one of the leading salmon factories here in the world. I've tried it just before, and I can highly recommend it. It's great fun. Now, let's turn to the fireside chat. I'm joined by the Chief Executive Officer of Marel, Árni Sigurðsson, the Chief Executive Officer of JBT, Brian Deck, and the CFO of JBT, Matt Meister.
Welcome. To warm us up, I'll kick off with a few questions, and then we will open it up to Q&A. But first, some housekeeping. For our online audience, if you would like to ask a question, please email it to ir@marel.com, and we will then read out your question. Questions covering the same topic will likely be grouped together in the interest of time. For the analysts covering both Marel and JBT, please raise your hand in Zoom, and we will then cue you in. For the audience present here today, please raise your hand, and we will then make sure that you're handed a mic, and you can state your name and your question.
Okay. Now, on a more formal GAAP disclaimer, today's meeting and webcast will contain forward-looking statements, which are subject to the safe harbor language shown in today's presentation. JBT's periodic SEC filings also contain risk factors that may have an impact on financial results and the completion of the transaction. Those documents are available on JBT's investor relations website. Okay, housekeeping done. Let's dive in. Brian and Matt, a huge pleasure to welcome you here in Iceland today to speak alongside Árni.
Iceland, our small little island of fire and ice, is perhaps a fitting metaphor, being formed by the tectonic plates of the North American and European plates, for the two businesses coming together with a large event, creating something exciting, unexpected, and which has grown in stature. As I look to the combined company of JBT Marel, it is clear that together we will be stronger and hopefully continue to surprise and excite the world. We also have similarities, which is the cold. Brian and Matt, you are based in Chicago.
You're probably well used to the winter and snow and the cold, probably less so with our night sky full of aurora borealis and occasional volcanic eruption. So I know I'll get a few laughs from the audience when they ask, how do you like Iceland?
Good question. Well, first of all, I think this is my seventh or eighth trip in the last year or so. So I've been here quite a bit, unfortunately mostly behind closed doors in offices meeting with Árni and folks. But it is a beautiful country. When I do get out, it's on the way to the airport or otherwise, it's nice to see. I got to view a little bit of volcano action, so that was quite exciting. You're right, the cold doesn't bother me so much coming from Chicago. However, the dark days are a little bit different getting used to. But I will say this, one of the things that is nice about Iceland, and as I've learned more about it, it certainly is a country that hits above its weight. Right?
Some of the iconic names that have come out of Iceland have been very interesting, and frankly, Marel really fits that bill. A company hits above its weight within the global stage, which is one of the things that's made it so interesting for us to start our conversations. So really happy to be here, so thank you for having us and the wonderful hospitality that Marel's always shown us on our visits here.
Yeah, my experience in Iceland has been very similar. This is my fifth trip as I looked at it on my way here on Monday, and unfortunately, the majority of my sightseeing has been limited to the airplane window flying over the country, so it's been limited. But I could tell from that experience how beautiful of a country it is, and I've been holding out on the sight seeing part until my wife joins me on one of these trips because I'd be in a lot of trouble if I did it without her.
B ut I would say I did have an opportunity one day in the summertime, which is, as Brian noted, a much better period of time to be out and about in Iceland, and I walked around Reykjavík, and it is just a beautiful city. It's a very quaint and beautiful city. I really enjoyed that experience. And the people that I've been able to meet with and interact with, either here at the company or just in general in the city, have all been very welcoming. And I think that's been a great experience. You can go to other countries, and it's not always the same, but certainly the culture here is a strong one, and it's a very welcoming one, which has been great.
Excellent, but moving back to Iceland as a hotspot for the two companies, the transaction has now obviously been live for over a year, with the formal voluntary takeover offer being launched in June of this year. What are the remaining pieces left for this merger to fall into place?
Sure. So when you think about the steps that we've taken over the last year, it's been quite a busy year, as you know. First of all, getting through the transaction agreement and all the conversations with Árni and the board of directors. But further, all the work on the regulatory side has kept us quite busy, as you know. The conversations also with the Nasdaq Iceland, as well as the JBT shareholders, which we're very pleased to get a 99% plus vote on that. The financing, which Matt could talk about if it makes sense. But all those have now been completed.
And so really, there's one final step remaining, and that is the Marel shareholder vote. On December 20th, we're very much looking forward to completing that tender offer process, which is why we're all here today to talk about that and any questions you may have. That's the last step. From there, it's a five-day business day process to close. Things will move quite quickly from here.
Yeah, and maybe just to highlight that we're already underway. I think the news in Iceland outlined a few of the pension funds that stated that they have or will tender their shares. And if you combine that with the stake of Eyrir Invest, which has signed an irrevocable, we're already above the 40% mark just with those that have kind of stated it publicly. And also just to kind of highlight that the Marel board unanimously supports the merger and encourages shareholders to tender their shares as a part of the offer. And the offer expires at the kind of close to the end of next week.
And what we've said, we kind of encourage people to tender early as JBT kind of needs to make up their mind in terms of possible extension or other measures that they might take to consummate the transaction.
So we do encourage you to vote. Vote early, please.
Brilliant. And now that you are nearing completion, what summary can you give us of how the combination will allow JBT and Marel to realize its strategic goals? Perhaps if I start with you, Brian?
Sure. Yeah, maybe we can go to one of the slides that helps that conversation. So first, maybe talk a little bit about the markets, and then we'll get into some strategic discussion.
Yeah, I think what I find really interesting about the merger is that JBT today is more diversified from an end market standpoint compared to Marel. Marel has been more focused kind of on fewer markets, going deeper into those markets with broader offering, so as the companies will come together, then Marel is getting more diversified and getting exposure to very attractive end markets that are resilient and growing end markets.
While on the JBT side, they're able to get deeper into some of those markets, and I think the Marel kind of people and the shareholders have really felt the cycle that we've been going through, which has been kind of unprecedented when we speak with people in the industry, both from kind of across proteins, across geographies, all at the same time, so I think there will be a lot of benefit to that diversification.
But I'm also very proud of kind of how we've focused on those markets that we've been in and built up a strong position in those markets, and then I think the combined organization will be quite balanced from that standpoint, but still has that exposure to the food industry, which has just those attractive dynamics in terms of being a resilient market, but also being a growth market.
Right. And getting more specific into some of the benefits of the businesses coming together, as Árni mentioned, we get the benefit of further diversification. However, what's really important is the depth of exposure that we will increase on the protein side, particularly on the poultry side, but also in fish and meat, and then also pet food. So it really helps solidify our positions in those markets. And why is that important? So when you think about, for example, a poultry processing plant, having a full line offering is quite important.
So it's important to understand that where Marel plays in the line is adjacent to where JBT plays. So when you think about combining our offering to our customer, and we're talking about food factories with many, many pieces of equipment, very fast speed, harsh environments, and it's very sensitive. The more you could take the headache away from your customer and providing that full line solution, so each piece of equipment talks to one another from an installation perspective, from an operating perspective, from a maintenance perspective, putting a digital solution around that to monitor how it's performing, you take so much work away from the customer.
So it's really about that value proposition that you can create that nobody else can create because we will have that end solution. We can get in more depth in a little while, but in terms of the breadth of our offering, but it's super important to understand where we play versus where Marel plays is different. But we're all the same customers, same factories, and really it's about taking headaches away from the customer.
Just kind of on that point, kind of we all visualize the pieces of equipment, and we have one there in the back, which you can kind of. That's what's very tangible. That's what we often refer to. But I also want to remind you about the opportunity on service. So kind of sometimes if you have multiple vendors in one factory, it's not even clear where the problem lies. So the more you can integrate the solutions, you can also improve on the service. And you can also cross-train technicians so they're able to look at the whole line. They're able to look at the process and really go deep into conversations with the customers.
Also thinking about the software and digital solutions, kind of having traceability, being able to control that line, it all kind of fits together into an integrated solution across equipment, services, and software.
The other thing worth mentioning is the scale does matter in our industry. It's a multi-trillion dollar end market, and we are seeing the food industry itself consolidating. So to the extent that we get bigger, we get stronger as a combined offering, we can meet our customers on that global stage, whether or not it's within our developed markets in Europe and North America, but also where a lot of the growth is in Asia and South America. So scale in those regions does matter. It is difficult to deploy resources in some of these faraway countries, but on a combined basis, we'll have better scale than really anybody in the industry.
So that's what's really exciting is that we can deploy our resources, our technology, our people wherever the market grows, if it's geographically or from an end market perspective. If it's poultry, if it's pet food, if it's fruit and vegetable, and one of the things that we've learned as we've gone through the diligence process is some of the applications that Marel has just traditionally focused on for poultry and meat and fish actually do have applications in some of the other end markets like fruit and vegetable, so we are excited about the ability to really leverage that offering, and that's where you start talking about some of the synergies, not only from the scale and the cost savings that you get from a cost synergy perspective, but also from the commercial offering.
Yeah, exactly. Like you said, customer partnerships have been pivotal to how we think about innovation, getting the market insights and translating that into market-ready solutions. How do you think about customer centricity and what opportunities will the combination unlock for our customers, maybe particularly in terms of innovation and efficiency?
Yeah, that's a great question. Actually, we do have a nice slide that can kind of demonstrate this a little bit. And it's basically double-clicking on what we talked about here, which is if you think about, so we use the poultry example. For example, we have customers that sell to a McDonald's or a Chick-fil-A or any kind of QSR end market. And you think about if you're, for example, making a chicken nugget. On the Marel side, they do all the way from evisceration to cut up to debone, right? And then JBT's equipment can pick up from there in terms of portioning, batter, bread, bake, freeze, package.
The ability to provide that entire solution for our customer and have that ability to monitor it through the software, through the intelligence of the equipment itself is extraordinarily important in terms of the efficiency because think about it, a lot of these food companies work on low margins. It's a high-volume, low-margin business. So if you can get a little bit more efficiency, a little bit more yield in terms of food waste, or maybe it's from a sustainability perspective, reducing water usage. Food factories use a lot of water, right? And they use a lot of energy.
Cooking and heating something takes a lot of energy. So to the extent that you have more efficient lines and the software that monitors it, you're really helping the customers on their journey in terms of their operating margin, their sustainability footprint, and their output.
Yeah, and also kind of just to emphasize a little bit the point that Marel has some of the technologies that are what we call downstream, so close to kind of the end consumed product, like whether it be a chicken nugget or a chicken thigh in a tray, kind of we have some of those products. But some of those technologies, it can be used across multiple end markets. So just to give you kind of a very specific but relatively small example is that Marel has a labeling business. And the labeling business has been a little bit kind of confined to the markets that Marel is focusing on, so mainly kind of poultry, meat, and fish.
But JBT has a great packaging business. And you can just imagine you need to label all the packages. And that business goes across multiple more end markets. There are these opportunities where we can kind of create new kind of matches and integrate the portfolio where we can serve our customers better. I just kind of really liked your point on the sustainability point because that's something that is really possible to go deeper into the customer relationships. There is more demand and more requirements in the world on doing better on reporting.
There's also more awareness that we have scarce resources in the world. We need to be using less electricity, less water, less food waste. Around one-third of food is wasted. Having more visibility into the factories, the lines, using software on traceability and having the right sensors there, it's a huge opportunity where we can go in deep partnerships with our customers.
Yeah, and of course, this, as you say, makes perfect economic and commercial sense for our customers. Moving maybe on to the shareholders and then in terms of the synergies, what do you expect to achieve from this acquisition both on the cost side as well as the revenue uptick, and how quickly can they be expected to realize?
Sure. So maybe I'll kick off a little bit on the revenue side. So as we mentioned, by offering these full line solutions, it provides an opportunity where currently the customer may be buying a piece of equipment from one vendor here and another vendor here, and maybe one is JBT and Marel, but often they're bringing in a third party. So to the extent that and something that we currently offer, but to the extent that you can fill in those holes and just make it that, again, going back to that seamless solution offering, we should be able to pull in third party, pull revenue away from third parties and into our ecosystem for our customer.
So that's a really nice value proposition from a revenue synergy perspective. That's one example. Further other cross-selling of products and services, further leveraging of our combined service network. We've got a tremendous service in general is one of the hardest things to do in the food space, right? It's somewhere between 45%-50% of our collective revenue of parts and service. However, there's still a nice growth opportunity there. That's actually one of the large constraints that we often have is service technicians, etc.
With some of the investments that we've collectively made on service techs, with some of the investments Marel has made on centralized parts factories where you can get more efficient, you can get more reach, that we will be able to leverage that. We feel that there's a growth opportunity also on that service and parts side. We've identified about $75 million of revenue synergies that we should achieve by that third year or so. What's important is it's actually somewhat hard to identify as we sit here today, given that we're still separate companies and there's only so much information.
We're pretty excited about once we come together, starting to get really good visibility into precisely what each of our customers buy and what the offering could be. That's the first lever. The second lever, unless you have anything to add, would be the cost side.
Yeah, and I'll answer on the cost side. What we've communicated so far is a target by the end of year three of $125 million worth of cost synergies. We've communicated that by the end of year one, we expect to sort of get to a run rate as we exit the year of $70 million. And when we put those targets together, we split that between cost of goods sold and operating expense. And on the cost of goods sold side, we're thinking about $55 million. And the operating expense, we're thinking about $70 million.
And when we put those targets together, probably six months or so, even longer ago, they were a little bit more sort of top down, if you will, in terms of estimates based on what we knew of each company and sort of some targets based on other outside-in type benchmarks. But over the last six months, as we've been able to work closely together as an organization on the planning side of the integration, we've actually started to put together the plans, the leadership teams have started to put the plans together, and we started to build a pipeline of projects and actions that allow us to feel very confident about those targets that we've set.
And as you can imagine, every forecast has variability in it. And so we've been working on a project pipeline that's in excess of $125 million to give us that confidence that our ability to actually achieve that number of $125 million in year three is very much achievable. And that's our expectation for the synergies.
Okay, maybe that brings me as well to my next question on what will be your priorities in the first year post-merger?
Yeah, what I would say, I mean, first and foremost, it's around customer focus. We need to absolutely make sure that we keep the focus on the customer and that also includes business continuity because there is a risk, and if you just look at big mergers, there is a risk that it becomes too inward-focused, too internal-focused because there's a lot of things that need to happen. We'll have reporting around synergies and kind of all these different things that need to happen, but we really need to make sure that we kind of keep the focus on the customer. What I would also want to highlight is people and culture.
That's kind of the second piece that is very much top of mind to make sure that kind of the culture that we are targeting to have as a combined organization, that we will really achieve that. And we're taking kind of very specific actions and putting resources behind that just to make sure that we are able to achieve that because that's really kind of, if there is multiple cultures or culture clash, that's going to cause some pain points that we want to make sure that we avoid because of this complementary nature, because of the opportunities that we see in front of us that are so exciting. We need to kind of be able to create a new combined organization.
Yeah, and I would say to that end, when it comes to the people, it's really important to get through the organizational design as quickly as you can in order to avoid that inward focus. So those are the things that people always have on their minds. So to the extent you take care of your people, you get that combined culture working, and you define the organization as soon as possible, it allows them to focus outwardly because people are excited about this internally within both organizations. They see the benefits that we see in terms of being able to go to our customers.
So one of the things that we're doing as part of the organizational design in order for our people to be more effective is we're going to market by end market as opposed to technology. So what it allows is a poultry expert within the combined organization to really focus on poultry, for example, or meat or fish or fruit and vegetable and sell the entire portfolio of the combined organization regardless of where the source of that, if it's made in Sweden or Iceland or in the U.S. or in Brazil for that matter. It allows our sales folks to sell across that entire line.
And it's really important because that's how our customers look at it. They don't look, if they want a freezer and an oven, they don't want to call a freezer guy and an oven guy. They want to talk to someone who knows their business. So getting through that organizational design early allows for what Árni was saying was that customer connection, that business continuity, and really that sense of empathy and support for our customers as soon as possible as we complete the transaction. So getting ahead of the curve on that organizational design has been quite an important thing that we've been focusing on.
Yeah, and we talk a lot about the customer because it all starts there. But ultimately, we see kind of the merger has a lot of value creation opportunity for our customers, but it also has a lot of value creation opportunity for our shareholders. So I mean, we will also be very diligent on the performance side, making sure because we are coming out of a kind of the markets are starting to improve. So making sure we are out there capturing those opportunities and kind of getting those orders. And then it's around kind of driving some of the efficiencies and delivering on the synergies.
I mean, that's also going to be front and center. And I'm sure Matt will keep us on point there.
Yeah, and just I would say based on my experience over time, I mean, if we delight our customers and we engage our employees the right way, the results will be positive. And I think that's what we're confident about as we put these two companies together by focusing on those two key parts of the organization, the customer and the employee.
Excellent. And I mean, you mentioned culture and pre-integration a couple of times. So maybe moving symbolically back to the tectonic plates of North America and Europe-Asia, what steps are being taken to integrate JBT and Marel, the two cultures and the two workforces?
Sure. And we've got a nice slide on that, actually. So one of the things we recognized early on, and especially transatlantic merger like this, is that the culture is quite important. And those aren't just words. It really is trying to understand kind of how we think of the world and how each other think of the world. So we did assign what we call a platform team early on. And that platform team, their entire job, and it has folks from both sides of the organizations to really spend a tremendous amount of time doing surveys, doing interviews.
I think we did something like over 40 one-on-one interviews and then over 6,000 responses to the surveys that we did to really understand how we think of ourselves, who we are at our best, and how we go about doing that. And one of the things that we found was that we actually view the world quite similarly. We kind of get there in a little bit different way. But when we looked at kind of the squiggly lines that show kind of how we think about X versus Y versus Z, we're actually fairly well aligned. So that was really heartwarming to see that because you have a good starting point.
However, we do think about the world in a little bit different ways and kind of how we execute.
Yeah. And kind of like I've said to the Marel team, the similarities are kind of. There's a lot of similarities, but we're still two different businesses. So there are clear differences. And what I would say is that Marel has obviously been very much focused on kind of long term, I would say. Kind of we spend a lot of time talking about our innovation, the portfolio, and kind of those projects. They don't happen over a year. They happen over multiple years. Then we've had kind of great ambitions also on kind of growing the organization.
And as a result of that, we've also been investing, making sure that we are ready for that growth, such as kind of we have a great facility in Slovakia that we have expanded in recent years. We're building up a distribution warehouse, global distribution warehouse. We already built it, by the way. It's up and running, but we're still ramping it up in the Netherlands. So that's kind of how you can kind of think about Marel. What JBT has been excellent in, in my opinion, is more on the kind of what they call RCI. It's not only continuous improvement, it's relentless continuous improvement, just to kind of emphasize it even more. But that's an operating model that I think you introduced that was seven.
About seven years ago.
Seven years ago, and that's something that has been kind of ingrained in the culture, kind of having those kind of daily drumbeat meetings in the factories, kind of doing kind of procurement and making sure you do kind of value-added kind of value-added and value engineering to kind of optimize the supplier base. So there's kind of more continuous and rigorous performance management on the JBT side, just to kind of mention one clear contrast, which I think makes us quite complementary.
Complementary, but it's funny because as we looked at each other, we both kind of envied each other in some regards. JBT wanted to really be able to take advantage of that long-term focus, that blue-sky thinking that Marel brings to the table, and I think that they've seen an opportunity on the JBT side that they can leverage some of the way we think about operational efficiency, continuous improvement, getting a little bit better every day, so in that regard, we're absolutely complementary and really trying to take the best of the best from both organizations.
Okay, great. I see we have a few questions already lined up. So I think I'll slide one in now from Akash Gupta from J.P. Morgan. And it reads, this one is directed at Marel, I think more specifically. First question is on leverage. Marel had a leverage ratio of 3.75 times at the end of Q3, and this compares to 3.48 times 12 months ago. If we keep the JBT deal aside, how do you see this leverage ratio moving in the next 12 months? And talk about the deleveraging process and what are the risks of potentially breaching your covenants?
Yeah, I mean, if we look at the past 12 months, we have been going kind of through a challenging time in the market dynamic, and I think we've seen the evidence in the relatively soft orders received in the first half of the year. It was very encouraging that we saw a pickup and an improvement in Q3, especially in the poultry segment, so that's kind of very encouraging that we're seeing stronger fundamentals over the course of this year in the market. We're starting to see that kind of come into orders in Q3, and are optimistic around that trend will continue. Then on the other hand, we have also been very focused and diligent on the cost side over the year.
Kind of in the last quarter alone, Q3, our headcount was reduced by 2.5% alone in that quarter, and over the last year, around 7%. There are more actions that we've been taking on efficiencies and improving the business. I think we're very well positioned as we kind of look ahead now. We will kind of with improved profitability over the next year and our strong cash flow model where we do get kind of down payments and our working capital improves when our book-to-bill kind of orders being higher than revenue, that helps the working capital. The cash flow profile of the company is really attractive. We expect that we will continue now on the deleveraging path over the next 12 months.
Okay. And his second question is on market growth. Marel has been targeting 4%-6% market growth for quite some time. Can you talk about what gives you confidence on the 4%-6% market growth in the medium term? And by when do you expect the industry growth to return in the 4%-6% range?
Yeah. So maybe I start on kind of how we've thought about it on the Marel side is really around some fundamental drivers. So kind of the first one is around just food consumption, kind of consumption of protein. And the main drivers there are population. So population has been kind of it has been growing and is expected to continue to grow. So that's kind of one driver. More is being consumed with more mouths in the world. And then secondly, when countries become more developed and GDP per capita increases, the consumption increases and even shifts more towards protein compared to carbohydrates.
So that's kind of those are the two main drivers that drive increased consumption. And that means you need increased capacity to produce protein and foods. But it is also really important because that's kind of in the low single digits. But on top of that, if you look at our customers, they have facilities and they have equipment that they need to run. So there is an automation opportunity. So kind of being more automated, increasing the efficiency, and really kind of driving the performance of our customers forward.
So if you add that on top, that gives us the comfort that the market is growing at that kind of 4%-6% over the cycle. And we've obviously seen a more difficult time recently, but we are seeing us kind of trending in that direction going forward.
Yeah, two things. I will reiterate what Arni said about the add-on to just the food consumption model out there. As we mentioned earlier, getting more efficiency out of these food factories, whether or not it's labor automation, whether or not it's sustainability, whether it's getting better yield on the food, all these things drive investment above just the pure consumption side. That's something that really brings you back into that mid-single digit growth. The other thing I would add is, as Arni mentioned, there's been some cyclicality in the last few years on the protein side.
But what we've seen on the JBT side, given our diverse end markets, is more stability overall, but movement within the markets. We've seen customers or consumers shift from retail buying to restaurants and back over the last several years. We've seen them move from more proteins to less proteins, from branded products to private label products. The nice thing is based on where we play and the diverse end markets that we play, no matter where that consumer goes, JBT has been able to follow.
So we've seen a little bit more stability in those end markets, and as Árni started at the very beginning of this conversation today, bringing that diversification to the overall model is really important because it allows us, again, to move where the consumer goes, but getting us the depth in the protein markets where you see a clear trend globally for added protein consumption per capita does continue to grow, particularly in Asia and some of the underdeveloped markets where we see a good amount of growth.
Kind of the increased scale of the combined company will help us to have more resources and better penetration in some of those further away APAC and Latin America to mention those. It will give us an opportunity there. Combined company will probably have, let's say, rounded kind of 10% in each market, but it is on twice the size. Just from a pure absolute, kind of even though it's relatively similar, but the scale is increasing with doubling the business.
Okay, brilliant. As a reminder, if you'd like to ask a question, you can email ir@marel.com. You can raise your hand if you're here in the audience, or you can raise your hand on Zoom as well. This has been partly answered already, but I have a question here from Mig Dobre from Baird. He says, you mentioned that markets are starting to improve. Can you give us a better sense of how you see demand backdrop into 2025? Any variances by end market or geographies to be aware of?
So we'll speak to where we were as we exited the first quarter, as we don't give mid-quarter updates. However, and I'll let Árni speak to the Marel side of things. On the JBT side, we had a very good quarter as it relates to orders, near record orders, in part, in strong part by the recovery in the poultry markets. So JBT does. It's one of our. It is actually our largest end market as well. However, we play in a little bit different places in the line, as we mentioned. But that has been driving some nice growth.
So poultry has been one of the outliers in the last quarter or two after a year and a half or so of being depressed, which we've seen on the Marel side as well. Additionally, we've seen some really nice strength on fruit and vegetable, and as well, and a little bit less on the beverages right now. So when you think about the PepsiCo and whatnot, some of the branded products are struggling a little bit. But what we've seen is consumers shifting from some of the branded to the private labels. And that's okay too, as I mentioned, because JBT has a very wide range of customers that we see.
So we've seen a nice category shift into fruit and vegetables, and I'll say some of the blended drinks. We've also started to see some real strength on the pharma side. So one of the interesting things about JBT is that food technology, because of the high hygiene, does play well on the pharma side. So it's a really nice adjunct to what we do today.
Those are some nice opportunities that we've seen for sure. Geographically, certainly it's generally fairly stable globally. I think this is one of the first quarters that we've seen kind of no true outlier weaknesses. But I would say right now, as we sit here, the Middle East is probably the strongest region globally. And that's been for the last few quarters. So JBT has a nice presence there. And it's been nice to see. One of the things that they're looking to do as part of maybe some of this geopolitical instability is many countries and regions are trying to become more food self-sufficient. So instead of importing a lot of food, they want more sufficiency locally.
As we move, as the political trends seem to be right now a little bit less globalist and more protectionist, that means you have to have food being made in region, so we're starting to see some of that, and as a result of that, we think there's a really nice opportunity on APAC, as well as the Middle East are the strongest, it seems right now. Yeah, so just to echo a little bit on the poultry side, that's what the market that has kind of started to recover as I spoke towards in the third quarter results, because that was the main driver showing the increase in orders received, and the fundamentals are just really good at the moment.
We're having good prices of the end products. There's low input costs with kind of low corn prices that have kind of kept at that they've kind of stayed at that level. Inventories are relatively low. So that's kind of that is just the recipe for a very robust market. So we've even seen kind of production increases kind of moderately in that market. And you can actually just see some of our customers that do publish results kind of how good that market is. On the pet food side, we have kind of that is a very resilient and solid market at the moment.
Kind of the third quarter had kind of more. It was more timing on order why that kind of was on the softer side, kind of based on whether the orders fall in Q3 or Q4. But we have seen more challenges in the meat market and in the fish market. The meat market has gone through quite a deep cycle over the last few years, which is on the backdrop of Russia invading Ukraine. A big market, which is Russia for us and meat in general, was closed. China that had been importing a lot of pork kind of started was able to rebuild the herd there. They kind of didn't import as much.
That created extra capacity mainly in Europe, but also in North America. The industry has been working through rationalizing that capacity. There's a lot of factories that have been shut down. A lot of capacity has been taken offline, both in Europe and in the U.S. That market has started to turn. So we're starting to see in Europe, we're starting to see who are the winners and who are the losers from kind of which companies are kind of better positioned than others. And in the US, we also see kind of that profitability has improved of the packers or the producers.
So that's now in positive territory. In the third quarter, one of our customers increased the outlook for the full year and are expecting kind of going from a loss-making business in 2023, profitable 2024, and do expect that profitability to continue. But I do expect there will be a level of cautiousness in the pork market due to the fact how kind of deep the cycle was. So we're starting to see improved kind of market dynamic.
I've also said in the earnings call, we'll talk about it when the orders are in, and then we'll kind of talk about it. But there are clearly improvements kind of in that market. But I do think our customers will be cautious to see that profitability stabilize for some period before significant investments will kind of start to pick up again. Yeah, on the fish side, what we have seen, we've been exceptionally challenged on the whitefish side compared to salmon. And there's been a lot of kind of the quota in Europe has been cut quite a bit. So that is really hurting the whitefish market, which is kind of a big part of our fish business.
The salmon market has been going through a tough period over the past couple of years with a drop in demand, also due to prices going kind of really high, and so the supply growth has actually been negative, but now this year, we're expecting capacity growth to start to kind of grow again. Prices have come down a little bit, which helps the consumer, so the demand is actually increasing, and then they're also working through some of the challenges that they have had over the winter with sea lice and so on, so they've been investing a lot in that area to get that under control, but the salmon industry, kind of the end market of salmon and whitefish, is a really good end market from a carbon footprint and sustainability standpoint.
It is healthy. Awareness is increasing. People are also learning to cook fish better and better, which is an important factor for that protein. So long term, we're really kind of bullish and positive around that market.
So just quickly, two things to add. One, I would reiterate from a consumer perspective and for the trends on food consumption, we like fish a lot. It's a newer market for JBT. We participate somewhat more on the shrimp side, but we're excited about having exposure to that market longer term. Obviously, we're in a cycle right now. However, as fundamentals improve, we are excited about where that market can go and some of the technologies that we can provide there. Secondly, I just wanted to make sure I did want to hit on our JBT's AGV business, our automated guided vehicle business, because it's so strong this year.
So we provide automated robotic forklifts for food factories and some other end markets, but predominantly on the food side. And we're seeing north of 30% growth in 2024 for that market. Really, it kind of underlines some of the overall trends where you start to see technology being able to really have a good value proposition when it comes to labor replacement, particularly in places where it's hard to find labor. So we see that as a very stable secular trend, and JBT has some of the best technology in the industry on automated guided vehicles.
You might need to get used to kind of longer answers on the market because now we have more markets.
Yeah, we have more markets.
We wanted to cover it quite well.
Yeah, that's very comprehensive. Thank you very much. We have a number of questions to go through, though. So I'm going to quickly pass them along. So his second question from Mig Dobre of Baird is, what are your thoughts on the combined supply chain? How much supplier overlap have you identified? And any way to further substantiate your $55 million of COGS synergies?
Yeah, I think this is one of those areas where we have to be careful because we are two still separate companies. And we've been working sort of in an environment where the supply chain team is getting anonymized information so they can work through that challenge. I will say we have identified a number of suppliers where there is significant volume of purchases that both companies have access to today separately. And so that's where there's probably the initial opportunities to realize synergies on the purchasing side is where we both participate in purchasing from those vendors.
And that's a decent-sized amount of the purchase volume that we have for direct material. Beyond that, I think where there's opportunity is where we'll see JBT's ability to bring our value-added value engineering capabilities to the combined company and start to identify areas where there are common components where today we don't buy from the same suppliers, but that we can. And that'll be, I would say, like lever two around the synergies. And that has already started by just having the teams talking to each other about what components are in their equipment and what components do we sell just in general in terms of the volumes and the quantities.
And then I think the next phase will be where there's opportunity to actually start to change what we're putting into our equipment. That'll take longer. That requires a lot of engineering input and make sure it's the right changes to make and that they are qualified suppliers and qualified parts. That will take some time, but there's significant opportunity there, and then I think as we've visited the number of the Marel locations, I think what we will also find is an opportunity to evaluate what the combined companies are making locally versus what's the opportunity to potentially acquire that from a supplier who's more efficient at making those components.
Again, that'll take some time to evaluate the quality and the capabilities of those suppliers, but we know that there's an opportunity there to identify real savings on the direct material side, so I think we feel very confident. We have a great team. The JBT team has been focused on supply chain capabilities for the last, I'd say we started this in 2019. COVID sort of put a little bit of a pause on the development of those capabilities as we were focused on just getting supply in.
But over the last two or three years, the team has really focused on the projects and the capabilities to really identify cost savings on the material side. And that's something I think that there's a lot of opportunity as Árni discussed around the commercial side having scale. That's absolutely the case on the purchasing side. Having the scale to be a bigger buyer of material provides us the ability to actually get a lot of opportunities on savings for material.
One quick thing to add there. Matt mentioned the ability to look at where you're making versus buying. We do see a wonderful opportunity. Marel has invested in a facility in Nitra, Slovakia, which is less than 50% utilized today. And JBT uses a lot of third-party suppliers out of Slovakia. We actually think there's a nice insourcing opportunity there. So at a good arbitrage relative to what we're paying today for those third parties. So that's one of the examples where we can leverage some of the investments that Marel has made over the years. So again, utilizing that, again, that's the whole concept of scale, utilizing your assets better than you otherwise could alone.
Yeah, and I would just add to that just to talk about scale again. Marel has made investments in capabilities in their facilities at a volume that's going to be half of what the combined company is. So the investments in machining tools and machining assets in Marel facilities will be able to actually put more volume through that, which will make those assets even more efficient and the cost of utilizing those assets even better. So there's a lot of opportunity to get benefits on the manufacturing cost side from the scale of the combined businesses, which we're really excited about. And we think that that opportunity on the synergy side, there's some upside potential on cost of goods sold.
Okay, great. We have a question as well from Walter Liptak from Seaport. And it reads, and I think there is obviously a lot of materials on this in some of the offer documents. Can you tell us about the combined financials, including combined sales, EBITDA, and free cash flow?
So I'll do the high level. Matt, you can throw more in as well as Árni. So on a combined basis, we should be about $3.5 billion or close to EUR 3.4 billion, approximately. So margin-wise, JBT is guiding this year to approximately 17.5%-18% EBITDA margins. Marel is more in the kind of that low to mid-teens kind of type number. So on a combined basis, we would be somewhere in the range of 15%-16%. Obviously, that's before the benefit of the synergies as well as bringing that continuous improvement capabilities that we see because there's two ways of kind of building your margins.
One is obviously the synergies on the supply chain side as well as on some of the direct costs, but also just bringing some more efficiency operationally, kind of that every day, that relentless continuous improvement, getting a little bit better every day, bringing lean to some of the operations that don't have it today, so we do think that there's nice upward mobility, and then when you think about the ability for or the circumstances where you're in a recovering market on the poultry, the meat, and the fish side, so we think that you'll have some really nice trajectory just from the efficiency from getting the incremental volume, but we certainly look forward over the next couple of years.
We don't know the precise pace and shape of the recovery. However, we're certainly looking forward to getting this to over a $4 billion company over the next handful of years. Anything you want to add to that, maybe on the cash flow side?
Yeah, I would just add JBT's guidance is 17%-17.5% for 2024, just to make sure that that's clear, and then Marel has, as Brian said, a little bit lower, but again, as the volume recovers, there is an opportunity for that margin to continue to improve in Marel and the combined margins to be improved from there, and then on top of that, our expectation is to put the synergies as well as the relentless continuous improvement benefits, which we expect at JBT to be 50-75 basis points a year. We would expect that to be a similar opportunity on the Marel side.
So you can start to get an idea of a combined company in three years of that over $4 billion in revenue. I think it's too early to really speak to specific numbers for 2025. But in three years' time, over $4 billion in revenue and getting towards that 20% EBITDA margin of the combined company. That is what our target is. That is what our focus is, is getting to those types of numbers in that three to four-year window of time. Certainly, it's going to be dependent upon the pace and the quality of the recovery of the markets, but that's what our expectations of the business are.
And then from a cash flow perspective, certainly year one will be different as we work through the realization of synergies. There will be some costs associated with putting the businesses together from an integration perspective. But as Árni spoke to the cash flow model here at Marel, JBT has a similar cash flow model. We do have about 50% of our business is project-based. Those projects tend to have fairly sizable deposits from customers. That's good from a working capital perspective. But in addition to that, both companies have a very sizable portion of our revenue, close to 50% of the combined company will be recurring revenue in terms of parts and service.
And that flows fairly consistently from month to month. And that has very good working capital benefits to it as well because you turn your inventory pretty fast. You don't have a lot of inventory, obviously, for service, but on the parts, you turn it fast. And you get very good terms from customers and suppliers. You can actually have a very positive working capital benefit and cash flow benefit. So our expectation is that probably after year one, but getting into year two, is that that free cash flow as a percentage of net income will be well above 100% when we get to that point post-integration.
Okay. And his second question reads from Walter is, you both sell to the largest poultry and meat customers. What are the customers saying about the combination?
Why don't you start?
Yeah, so I think it's always kind of when you're talking with the customers, if you do think about their main concern is obviously around just making sure that kind of first and foremost is like, hey, the plant needs to run. It's 16,000 birds per hour. So it is all around kind of that business continuity, continue to have the service. Even talking with us about kind of, hey, can we find opportunities to improve the service as now you have more scale?
Is there an opportunity to kind of deepen the relationship on lead times and parts availability and exactly kind of that strategic point that Brian and I have talked about over the last, yeah, I would say at least half a year kind of, hey, that's a really big opportunity. I already hear that today in terms of kind of what is top of mind. It is service and parts. So we see a great opportunity to match kind of what the customers are talking about and what makes sense for our business, both short-term and long-term quality service and availability of parts. That's kind of number one.
Then we've also talked about kind of, hey, the opportunity around just kind of what we have been talking kind of, hey, there's a broader portfolio, synchronizing the lines, kind of being able to do better. That's more like a partnership over a longer period. But to kind of keep it short from my end, I would say that that's the number one where we've kind of had conversations.
Right. Certainly, the customers get it, right? They understand the strategic combination. They're the ones that will benefit the most because, again, you think about the constraints that they have and their engineering resources are constrained. Our customers want to focus on product development, making the food, getting it out the door, marketing, etc. They don't want to have to worry about the equipment working.
They want a vendor that can provide that holistic solution, the software, the equipment, the service all around that, so then that allows them to pivot their resources on the things that they can provide the most value for and rely on a vendor to provide the value on the actual equipment and the ecosystem around that.
I think that's a nice bridge to, I think the last and final question we get from the audience today is from Lauren Romeo from Royce Investment Partners. Can you please talk about the digital opportunity for the combined company and how that plays out over the long term from an adoption and revenue perspective?
Sure. I can start, so digital, we are quite excited about. Both of us have been, both companies have been investing meaningfully over the last several years. Now, our focus has been a little bit different in terms of where our dollars are being spent. Marel has spent quite a bit of money in particular on, I'll say, line solutions, so really making sure, because that's kind of their bread and butter, making sure that each piece of equipment is talking to one another. And you get that efficiency. Don't lose that efficiency when you go from equipment A to B to C to D because if you lose even 0.25% or 0.5% efficiency, you lose a lot by the time you get to the end.
That's something they've been focusing on. JBT has been focused on an IoT solution, which really optimizes each individual piece of equipment. What's the pace, the speed, the efficiency, the uptime, the ease of cleanliness, the monitoring of all those individual pieces of equipment. Marel has also started to introduce an IoT solution. So there's immediate benefits of bringing our IoT solutions together. Over the longer term, there's a tremendous opportunity to start connecting.
And the Holy Grail is connecting these line solutions to the individual IoT solutions and really providing a holistic environment in terms of what our customers can view on their day-to-day, minute-by-minute efficiencies, giving them insights that they otherwise would not have without it.
Yeah. And also just to kind of remind us is that the software and digital business is a high-fixed cost, low-variable cost business, which means that scale matters and helps, right? So both companies have been investing a significant amount of dollars into those solutions, building up the platform. Kind of that takes a lot of resources and investment. So I think there's an immediate benefit of having scale there. And then it is that opportunity that Brian was talking about. And what both companies have seen is that the adoption has been a little bit slower than we initially expected.
And it is not something that has been done in the food industry before. So what I am also really excited about kind of if and when the merger happens is also to see and compare, to have the conversations. Where are the successes? Where were we not successful? Really getting kind of more cases and kind of more insights for different customers, kind of what is working and what's not working. Because, I mean, software is a little bit of an iteration type business. You need to be agile. You kind of go fast. You do it kind of quickly, so I think that is also a great benefit that we will have to really refine strategy and execution to be able to kind of deliver on the journey that both companies have.
Right. So while it's a little early to start giving out specific revenue target figures, I will say this. As Árni said, we are fortunate. It's a blessing and a curse, I guess, is that we are very early in the digital adoption within the food industry. The food industry generally is they want to be safe, right? You're talking about food safety, efficiency. But as they start to get the benefits of this, and we've had some both of us have had not really nice early success, however, a little bit slower adoption than we want. But as they start to adopt it, what we've seen is then they say, okay, well, let's add it to another line.
Let's add it to another system, so we do feel that this will be above market growth, particularly. As Árni suggested, the way the model, the financial model works is compelling because it's a high-fixed cost, low-variable cost model. So it is a very interesting and exciting possibility as we bring these companies together.
Okay. We're running out of time, but I'm very keen to slide in one final question from my end. This deal has obviously been live now for over a year. What is the plan for the next two weeks up until Christmas?
Well, we're certainly looking. I'm not going to be spending too much time in celebrating Christmas. I'm going to be really focused on the shareholder vote. And that will deliver me my merry Christmas for sure. So we are laser-focused on the tender offer and the voting. And that will bring us into the new year. That's what I'm really excited about. So you know what to do to make Brian happy, but kind of obviously kind of I'll also be kind of focusing on that. But what we're also doing is there's a tremendous amount of work also preparing for kind of if that goes through. There is a lot of practicalities that kind of need to happen.
You also need to be ready. Kind of we talked about the customer focus. We talked about business continuity. So it's also preparing kind of for those first few days and the first few weeks and the first few months. So it's also kind of that element. So I think there's kind of it will be a lot of work up until Christmas and maybe a little. I'm hoping we get a little bit of downtime because it is not a sprint. It is a marathon. It kind of will take time. But I'm looking very much forward to kind of seeing what happens over the next couple of weeks and also in January. Just very excited about it.
Okay.
Okay. Many thanks. I think that's all we have time for today. Many thanks for all the interesting and insightful questions raised here today. I see that we have more that we didn't get to go through. So please follow up with the IR team, and we'll get back to you promptly. As we draw the fireside chat to a close, it is now time for the next items on our agenda, which I'll explain a little bit better in a minute. Exciting stuff for sure, which I will explain better. Before I do that, I would like to thank our online audience for their time and attention. Take care and have a great day. Tack för och njut dagsljus.
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For the live audience here today.