Novanta (NOVT) Q4 2025 Earnings Call Transcript

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DATE

Tuesday, Feb. 24, 2026 at 8 a.m. ET

CALL PARTICIPANTS

• Chair and Chief Executive Officer — Matthijs Glastra
• Chief Financial Officer — Robert J. Buckley
• Corporate Finance Leader — Ray Nash

TAKEAWAYS

• Total Revenue -- $981 million for the year, representing a record annual result, with fourth quarter reported growth of 9%, organic growth of 2%, and sequential growth of 4%.
• Bookings -- Increased 25% year over year and 12% sequentially in the fourth quarter, resulting in a book-to-bill ratio of 1.11; all individual businesses achieved double-digit bookings growth and a positive book-to-bill for the first time since 2022.
• New Product Sales -- Grew over 80% year over year in the fourth quarter and over 60% for the full year, raising the full year vitality index to 22% of sales and 24% in the quarter.
• Medical End Markets Revenue Mix -- Sales to medical end markets were 53% of total sales, advanced industrial markets accounted for 47%; medical consumables comprised 15% of sales and grew at a double-digit rate.
• Adjusted EBITDA -- $61 million in the fourth quarter, up 17% year over year, with a 23.5% adjusted EBITDA margin; $245 million to $250 million expected for full year 2026.
• Adjusted EPS -- $0.91 in the quarter, up 20%, and $3.29 for the full year, up 7%; 2026 guidance is $3.50 to $3.65, with up to 11% growth and specific impacts from equity fundraise dilution ($0.22-$0.24) and an all-employee grant ($0.14).
• Gross Margin -- Fourth quarter adjusted gross margin was 45.5%, down 150 basis points year over year, and is expected to expand to approximately 47% for 2026, reflecting a 100 basis point increase, as regional manufacturing transfers complete.
• Operating Cash Flow -- $9 million in the fourth quarter (versus $62 million prior year), with full year at $64 million and 2026 guidance of $145 million to $185 million; lower figures in 2025 trace to higher inventory and transition costs from regional manufacturing moves, with improvement expected as site moves complete.
• Debt and Cash Position -- Gross debt ended at $260 million, cash balance at $381 million, net debt at negative $121 million, and a net leverage ratio of negative 0.5, due to paydown of over $300 million of revolver and proceeds from a $600 million equity raise in November; total acquisition capacity stands at nearly $1.5 billion.
• Segment Performance -- Automation Enabling Technologies revenue up 2% with book-to-bill of 1.16 and bookings up 33%; Medical Solutions revenue up 16% with book-to-bill of 1.07 and bookings up 17%; advanced surgery business experienced 15% growth; precision manufacturing revenue declined 3% year over year but grew 8% sequentially; precision medicine sales grew 16% year over year and 4% sequentially, with Keyon acquisition contributing $9 million in the quarter.
• 2026 Revenue and Growth Guidance -- GAAP revenue expected to be $1,030 million to $1,050 million, representing 4%-6% organic growth; quarterly organic growth guided at 1%-3% in Q1, 5%-7% in Q2, and similar rates through the year.
• Capital Allocation -- $19 million in stock repurchased in the quarter, nearly $40 million for the year; "acquisitions remain our top capital allocation priority," but opportunistic buybacks will continue based on value against intrinsic future value.
• R&D and SG&A Expenses -- R&D was $23 million (9% of sales) in the quarter, $95 million (10%) for the year; SG&A was $46 million (18%) in the quarter and $181 million (18%) for the year; 2026 guidance for combined R&D and SG&A is $294 million to $298 million (about 28% of sales).
• Tax Rate -- Non-GAAP tax rate was 20.5% in 2025, expected to be around 21% in 2026; first quarter rate guided between 19%-20% due to timing of tax benefits.
• Book-to-Bill and Backlog Detail -- Book-to-bill for precision manufacturing business was 1.2 (50% bookings growth, over $100 million backlog; backlog is about two times revenue); robotics and automation business had a 1.13 book-to-bill (25% bookings growth; backlog about 1.5 times revenue); advanced surgery business had a 1.12 book-to-bill (backlog about two times revenue, 15% yearly growth); precision medicine had a 1.01 book-to-bill (backlog about two times revenue, 22% bookings growth).

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RISKS

• Fourth quarter margins and cash flow came in below expectations set in the prior call, due to prioritized customer deliveries over the pace of regional manufacturing transfers, resulting in higher dual running costs and elevated inventory.
• Operating cash flow for 2025 dropped to $9 million in Q4 and $64 million for the year, attributed to the same regional manufacturing dynamics and higher inventory, though management expects this is temporary as site moves are completed.
• 2026 EPS growth will be negatively impacted by $0.22-$0.24 from the 2025 equity fundraise and by a $0.14 effect from an all-employee equity grant, with these items described as headwinds for reported earnings growth.

SUMMARY

Novanta (NASDAQ:NOVT) reported record annual and quarterly revenue, with broad-based bookings momentum across all businesses and robust new product contributions driving a notable increase in backlog and a book-to-bill above 1. The company demonstrated continued year-over-year margin pressure and below-target cash flow due to deliberate decisions to prioritize customer deliveries during ongoing regional manufacturing transitions, but outlined a clear recovery plan with improved guidance for 2026 margins and cash generation as these initiatives are completed. Management highlighted the strengthening acquisition pipeline, expanded financial flexibility following a major equity raise, and repeated focus on deploying capital toward strategic, high-return growth markets, particularly medical technologies, consumables, and embedded software-enabled solutions.

• The acquisition of Keyon outperformed initial expectations and delivered $9 million incremental revenue in the fourth quarter, with recurring revenue streams helping support long-term prospects for the precision medicine business.
• Management emphasized unique market positioning in GPU board drilling, stating, "Our air bearing spindles are currently the only qualified supplier for drilling AI-driven GPU boards," positioning the company as a direct beneficiary of AI compute infrastructure expansion.
• For the full year, company-wide design wins increased more than 20%, with the vitality index for new product revenue at 24% in the fourth quarter and 22% for the year, demonstrating accelerated innovation impact.
• Company-wide guidance for 2026 calls for 4%-6% organic growth and full year adjusted EBITDA margin of 24%, with the strongest organic revenue acceleration expected after completion of manufacturing transitions by midyear.
• The company's net leverage ratio is negative 0.5, reflecting a positive net cash position and expanded acquisition capacity approaching $1.5 billion; stock repurchases continue opportunistically but are secondary to M&A priorities.

INDUSTRY GLOSSARY

• Vitality Index: The percentage of revenue derived from new products launched within a defined recent period, indicating innovation-driven sales momentum.
• Book-to-Bill Ratio: The ratio of incoming customer bookings to product shipments (billed revenue) in the same period; a value over 1 indicates rising backlog and demand outpacing shipments.
• Dual Running Costs: Temporary additional expenses incurred when operating both legacy and new (e.g., regionalized) manufacturing operations simultaneously during transition periods.
• Insufflator: A surgical device used to deliver and regulate gas flow, primarily for medical procedures such as laparoscopic or minimally invasive surgeries.
• Embedded Software: Software that is integrated into hardware components or subsystems to enable intelligent or automated functions within product platforms.

Full Conference Call Transcript

Ray Nash: Thank you very much. Good morning, and welcome to Novanta Inc.’s fourth quarter and full year 2025 earnings conference call. This is Ray Nash, Corporate Finance Leader for Novanta Inc. With me on today’s call is our Chair and Chief Executive Officer, Matthijs Glastra, and our Chief Financial Officer, Robert J. Buckley. If you have not received a copy of our earnings press release issued last night, you may obtain it from the Investor Relations section of our website at www.novanta.com. Please note this call is being webcast live and will be archived on our website shortly after the call.

Before we begin, we need to remind everyone of the Safe Harbor for forward-looking statements that we have outlined in our earnings press release issued last night and also those in our SEC filings. We may make some comments today, both in our prepared remarks and in our responses to questions, that may include forward-looking statements. These involve inherent assumptions with known and unknown risks and other factors that could cause our future results to differ materially from our current expectations. Any forward-looking statements made today represent our views only as of this time. We disclaim any obligation to update forward-looking statements in the future, even if our estimates change.

So you should not rely on any of these forward-looking statements as representing our views as of any time after this call. During this call, we will be referring to certain non-GAAP financial measures. A reconciliation of such non-GAAP financial measures to the most directly comparable GAAP measures is available as an attachment to our earnings press release. To the extent that we use non-GAAP financial measures during the call that are not reconciled to GAAP measures in the earnings press release, we will provide reconciliations promptly on the Investor Relations section of our website after this call. I am now pleased to introduce the Chair and Chief Executive Officer of Novanta Inc., Matthijs Glastra.

Matthijs Glastra: Thank you, Ray. Good morning, everybody, and thanks for joining our call. We said we would return to organic growth and double-digit profit growth in the fourth quarter, and we delivered. Novanta Inc. posted record revenue in the fourth quarter with 9% reported growth, 2% organic growth, and 4% sequential growth. Bookings surged 25% year over year and 12% sequentially with a book-to-bill of 1.11. Every single business delivered double-digit bookings growth, and a positive book-to-bill in the same quarter. That is the first time that has happened since 2022.

For the full year, we hit $981 million in revenue, our biggest year ever. Full year bookings grew 14%, 60% in the full year, including over 80% growth in the fourth quarter, exceeding our expectations as our commercial excellence and innovation investments are paying off. These results set us well for mid-single-digit organic growth in 2026. We also demonstrated strong double-digit year-over-year profit performance in the quarter with adjusted EBITDA growing by 17% and adjusted diluted EPS growing by 20%. While these are strong results, margins and cash flow came in below the expectations we set on our third quarter call. This came down to a single deliberate decision.

As we moved through the quarter, we prioritized customer deliveries over the pace of our regional manufacturing transfers. That was the right call for our customers, and it created a temporary period of higher dual running cost and elevated inventory. We have already acted on this in January, and Robert will walk through the specifics and our confidence in the recovery.

Given the very highly dynamic environment, I am very proud of our business performance and our team’s ability to stay resilient and deliver these strong results. Taking a step back, Novanta Inc.’s long-term growth strategy remains focused on winning in high-growth end markets with durable secular tailwinds: AI-driven robotics and automation, minimally invasive and robotic surgery, digital manufacturing, and precision medicine. We hold leading technology positions in these markets with exclusive design and product relationships that typically last up to a decade on our customers’ platforms. We have established these unique long-term collaborative partnerships with the leading OEM customers across the world by solving their most complex needs with proprietary technologies and solutions while leveraging the Novanta Growth System to deliver on-time, high-quality products at the lowest possible cost.

While our products typically represent no more than 10% of our customers’ bill of materials, they enable differentiation and innovation in their systems for their customers, improving clinical outcome, throughput, yield, cost per procedure or part, or never-before-possible performance.

We have made disciplined, focused investments in the areas we believe will drive the majority of our innovation-driven growth: next-generation insufflation and POPS, robotic surgery technologies, intelligent physical AI solutions for care, warehouse automation, humanoids, and precision robotics, and intelligent subsystems for laser beam steering and precision medicine. These growth platforms represent a $4 billion incremental market opportunity by 2030. Our strategic focus is to continue to expand our business mix and technology leadership in medical technologies, medical consumables, and embedded software, further strengthening a portfolio that delivers predictable, sustainable, and consistent revenue, profit, and cash flow growth.

With customer destocking behind us, and accelerating new product and commercial excellence momentum, we are well on the path to get back to our long-term algorithm: mid to high single-digit organic growth, with less cyclicality, better resilience to geopolitical risks, more consistent performance regardless of the market conditions.

Acquisitions are the second pillar of our growth strategy, driving double-digit reported revenue growth and compounding cash flows. The setup here has never been stronger. Our teams have built the largest acquisition pipeline in my tenure as CEO, focused on mid to larger opportunities in medical technologies, medical consumables, bioprocessing, and embedded software. In November, we raised more than $600 million specifically because of our confidence in this pipeline. With nearly $1.5 billion in total acquisition capacity and a proven track record of disciplined value creation, we are actively working opportunities and expect to deploy meaningful capital in 2026.

Now here is what we are seeing across our end markets and businesses. Our sales into minimally invasive and robotic surgery have remained consistently strong with mid-teens double-digit growth in our advanced surgery business this past year. Our next-generation insufflators set the industry standard, improving patient safety, addressing smoke evacuation requirements, and optimizing surgical workflows. We are poised for another year of double-digit revenue growth in 2026, as our new product launches from 2025 continue to scale up and also with additional launches that are happening in 2026 itself.

Long term, the business is on track to achieve approximately $400 million in revenue by 2030, driven by continued momentum in insufflation, expansion into robotic surgery and arthroscopy, and a rapidly scaling medical consumable business.

Our robotics and automation business continues to see a sustainable growth outlook with three distinct GenAI-driven tailwinds. First, Novanta Inc.’s technology leadership in physical AI applications: unique capabilities that enable the perception and reaction of precision robotics in the physical world and to do so safely. In 2026, we are ramping several new product launches including content we recently won in the warehouse robotics space. Second, a recovering semiconductor wafer fab equipment market where we are seeing signs of an upcycle starting to take shape. And third, a highly specific and compelling opportunity in GPU drilling. Our air bearing spindles are currently the only qualified supplier for drilling AI-driven GPU boards, a direct beneficiary of the ongoing buildout of AI compute infrastructure, and this is growing at a strong double-digit rate.

Together, these three drivers underpin our confidence in high single-digit growth for this business in 2026.

Next, our precision manufacturing business has seen four consecutive quarters of double-digit bookings growth and accelerating sequential revenue momentum in 2025, driven by strong activity in our target markets. This gives us confidence in seeing mid-single-digit growth in the business in 2026. The long-term growth driver in this market is clear. Customers are digitizing and automating their manufacturing lines with ever-increasing demands for throughput, productivity, smaller form factors, and higher tolerances. This is a durable multiyear tailwind for Novanta Inc. What particularly excites me is our launches of intelligent laser beam steering subsystems with unique proprietary capabilities that we have been building for several years.

We are hitting the market at exactly the right time as new digital and AI-enabled manufacturing capabilities are moving from early adoption into broader deployment.

Finally, our precision medicine business experienced another quarter of sequential revenue growth in the fourth quarter. This business continues to gradually digest the lows. In 2026, we expect sales to be roughly flat in this business, with some shifts in demand between our different product categories. Our investments in intelligent RFID solutions and advanced vision technologies are helping to stabilize the outlook for the business this year, and have strong long-term growth prospects. In particular, we are pleased with the recent Keyon acquisition, which is already outperforming versus our early expectations and helping to offer both near and long-term growth opportunities for this business.

Now let me give you a brief update on how we are building a stronger foundation for future growth as an organization. First, the Novanta Growth System continues to become a deeper and more permanent way of working across the company, our continuous improvement engine embedded in our Novanta Way culture. NGS is a competitive differentiator that drives customer success and operational efficiency simultaneously, and that combination is difficult to replicate. Here is what that looks like in practice.

This very week we have over a dozen simultaneous Kaizen events happening across nine different global locations with over 150 employees participating, from senior leaders to frontline operators, working together on commercial excellence, innovation roadmaps, supply chain optimization, on-time delivery, and our site regionalization initiatives.

On that last point, our regionalized manufacturing initiative is designed to solidify and expand our preferred supplier status with leading OEMs globally, helping our customers thrive in a deglobalizing world by manufacturing our products in the regions where they sell theirs. We are building manufacturing competence centers with better scale, stronger systems, and deeper talent with full in-region-for-region capability. The strategic logic is clear. The customer response is very positive, and the long-term benefits to profitability, cash flow, and resilience will be durable.

To conclude, I am very proud of our team’s performance in 2025. As we look ahead, our top three priorities for 2026 are clear. First, drive mid-single-digit organic growth on the back of record bookings, new product launches, and commercial momentum. Second, acquisitions, deploying our $1.5 billion capacity into larger opportunities in our target markets. And third, completing our manufacturing foundation, finishing the regional transfers, scaling competence centers, and embedding the Novanta Growth System across the organization. I will now turn the call over to Robert to provide more details on our operations and financial performance. Robert?

Robert J. Buckley: Thank you, Matthijs. I will start by reviewing some of the key performance metrics of the company. In the fourth quarter, Novanta Inc. bookings increased 25% year over year and 12% sequentially, with a book-to-bill of 1.11, indicating a stronger backlog and a positive outlook. All of Novanta Inc.’s businesses had double-digit bookings growth and all had a positive book-to-bill in the fourth quarter. As Matthijs mentioned, this has not happened in a single quarter since 2022, and is strong empirical evidence that our organic growth outlook for 2026 is demand-driven and not aspirational. For the full year, bookings increased 14% and the book-to-bill was 1.01.

New product sales in the fourth quarter grew over 80% year over year, raising the vitality index to 24% of sales, and for the full year, new product sales grew over 60% versus the prior year, and the full year vitality index was 22%. Our design wins were also strong, with company-wide design wins for the full year up over 20% versus the prior year. For both the fourth quarter and full year, our sales to the medical end markets represented 53% of total sales, while sales in advanced industrial markets were 47%.

Also, for the full year, our medical consumable sales were 15% of total company sales with this category growing at a strong double-digit rate versus the prior year, due to the high attachment rate we see in our next-generation insufflator product launches.

Now moving on to the financial results. Our fourth quarter 2025 non-GAAP adjusted gross profit was $118 million or 45.5% adjusted gross margin compared to $112 million or 47% adjusted gross margin in 2024. Adjusted gross margins were down 150 basis points year over year and down sequentially by 100 basis points. Gross margins came in below our November guidance, a direct consequence of the decision Matthijs described. Prioritizing customer deliveries over transfer timing created higher dual running costs in the quarter, with more than a 100 basis point impact to gross margin and a 400 basis point increase to net working capital as a percent of sales.

In January, we adjusted the cost structure without disrupting deliveries or revenue momentum. Gross margins are expected to step up sequentially in the first quarter and the transfer will be completed by the end of the second quarter. As a result, our full year 2026 gross margin expansion target of approximately 100 basis points of expansion versus 2025 is intact. For the full year of 2025, non-GAAP adjusted gross profit was $452 million or 46% adjusted gross margin compared to $442 million or 46.5% adjusted gross margin.

Moving on to the fourth quarter, R&D expenses were $23 million or approximately 9% of sales. For the full year, R&D expenses were $95 million or approximately 10% of sales. Fourth quarter SG&A expenses, excluding certain adjustments, were $46 million or approximately 18% of sales. Full year SG&A expenses, excluding certain adjustments, were $181 million or approximately 18% of sales. Adjusted EBITDA was $61 million in the quarter, demonstrating strong growth of 17% year over year and achieving a 23.5% adjusted EBITDA margin. On the tax front, our non-GAAP tax rate in 2025 was 20.5% versus 24% in 2024.

Our tax rate for the full year was 21% versus 20% in the prior year, and our tax rate increased year over year due to jurisdictional mix of pre-tax income. Our non-GAAP adjusted earnings per share were $0.91 in the fourth quarter, up 20% versus the prior year. This result was achieved despite adding 2.7 million incremental shares to our diluted share count from the November equity fundraise. For the full year 2025, our non-GAAP adjusted EPS was $3.29, an increase of 7% versus the prior year.

Operating cash flow in the fourth quarter was $9 million compared to $62 million in 2024. For the full year, operating cash flow was $64 million. Cash flow was impacted by the same regional manufacturing dynamics, higher inventory builds, and temporary accounts receivable timing items, most of which have already been collected in January. As these site moves complete in the first half, we expect a significant inventory drawdown and strong cash rebound. Operating cash flow guidance for the full year is $145 million to $185 million, more than double our 2025 results. We ended the fourth quarter with gross debt of $260 million and a gross leverage ratio of 1.2 times.

Our cash balance at year end was $381 million, and so our net debt was negative $121 million, giving us a net leverage ratio of negative 0.5 times, which means we are in a positive net cash position for the first time in over a decade. Our debt balance was significantly reduced during the fourth quarter as we used the proceeds from the November fundraise to pay down over $300 million of our revolving credit facility, giving us near-term savings in interest expense. Partly offsetting this revolver paydown is the addition of the amortizing notes that were issued as part of the November offering, which added approximately $111 million in debt to our balance sheet.

The remaining funds from the November offering are shown as an increase in the equity section of the balance sheet. In the fourth quarter, we repurchased $19 million worth of company stock, and for the full year, we repurchased nearly $40 million of shares. While acquisitions remain our top capital allocation priority, we will still repurchase shares under our approved repurchase program when the value of purchasing the stock gives us a greater cash return versus the intrinsic future value of Novanta Inc.

I will now share some details on the operating expenses. In the fourth quarter, Automation Enabling Technologies segment revenue grew by 2% year over year, better than expected. The book-to-bill in this segment was 1.16, and bookings were up 33% year over year. For the full year, Automation Enabling Technologies grew sales by 2%, and bookings grew by 20%, and the full year book-to-bill was 1.02. Our precision manufacturing business, which mainly serves the industrial equipment market, saw year-over-year revenue decline of 3% in the fourth quarter. However, this business saw sequential revenue growth of 8% and double-digit growth in bookings in the quarter, and we continue to see momentum build in this business.

Our robotics and automation business grew revenues 6% year over year in the fourth quarter, and 2% sequentially. We continue to see a healthy outlook in this business with solid demand for advanced robotic applications and increasing strength in some semiconductor applications benefiting from the investment in artificial intelligence. For the Automation Enabling Technologies segment, adjusted gross margins were 49%, up sequentially but down year over year, driven by the site regionalization dynamics as discussed. For the full year, adjusted gross margins were 49%, roughly flat year over year. New product revenue for the segment grew over 80% year over year in the quarter, and nearly 90% for the full year.

Customer design wins for the full year grew over 30% on the back of both innovation and stronger commercial execution by our team. In addition, the vitality index was above 20% in the fourth quarter and high-teens percent for the full year. This is double last year’s performance.

Moving on to Medical Solutions segment. Revenue in this segment grew 16% year over year. This segment saw a book-to-bill of 1.07 in the fourth quarter, and bookings were up 17% year over year. For the full year, Medical Solutions grew sales by 5%. Bookings grew by 8%, and the book-to-bill was 1.01. New product sales in the fourth quarter grew by nearly 80% year over year, and the vitality index in this segment was nearly 28% of sales. For the full year, new product sales grew by over 50% and the vitality index was 27% of sales.

Our advanced surgery business experienced 15% growth year over year, driven by both strong patient procedural surgical growth rates and from our new product launches of our second-generation insufflators, which continue to see favorable demand from our OEM customers. These growth dynamics are expected to continue into 2026 and beyond. In our precision medicine business, which serves the life science and multiomics market, sales in the fourth quarter grew by 16% year over year and grew sequentially by 4%. The year-over-year growth in this business was largely driven by the Keyon acquisition, as well as some favorable year-over-year comparables. In the Medical Solutions segment, adjusted gross margins were approximately 43%, which is roughly flat year over year.

The margin performance was impacted by the manufacturing site dynamics as discussed.

Now turning to guidance. We see steady improvement in customer sentiment for capital equipment demand as OEMs and end users have largely adjusted to the current macroeconomic dynamics. As Matthijs covered in his remarks, we see a very favorable growth outlook for three of the four businesses in 2026. For the full year of 2026, we expect GAAP revenue to be approximately $1,030 million to $1,050 million, which represents 4% to 6% organic revenue growth. Within the full year range, we expect to see sequentially increasing momentum in our quarterly organic growth.

In the first quarter, we expect to see organic growth in the positive 1% to positive 3% range, and in the second quarter, we expect to see organic growth in the positive 5% to positive 7%, with a similar level of organic growth in the back half of the year. This confidence in the faster pace of organic revenue growth in the second quarter and beyond is driven by the good visibility we have in the recent booking strength and a growing backlog.

For adjusted gross margins for the full year, we expect to achieve approximately 47%, which is 100 basis points of expansion year over year. This expansion is coming from completing the regional manufacturing production moves in the second quarter. Based on progress made thus far in the quarter, we feel good about the momentum we have here. We expect R&D and SG&A expenses for the full year to be approximately $294 million to $298 million. This represents roughly 28% of sales. This guidance excludes expected costs associated with our manufacturing MRP system, which is being deployed to support our regional manufacturing initiative and to position Novanta Inc. for further site consolidations and reduced complexity.

Depreciation expense will be approximately $17 million in the full year, and we expect this to be approximately evenly split in each quarter. Stock compensation expense will be nearly $38 million for the full year, but the quarterly amount will vary due to the specific timing of some of our equity awards, including the one-time award that was granted in mid-2025 to replace the normal employee cash bonus program for that year. In the first quarter, we expect approximately $12 million of stock expense. In the second quarter, we expect approximately $11 million of stock compensation expense, and then fall to approximately $8 million a quarter in 2026.

For adjusted EBITDA in the full year 2026, we expect to be between $245 million and $250 million, representing a low double-digit increase year over year, and we expect to achieve approximately a 24% EBITDA margin. Interest expense, net of interest income, is expected to be roughly $8 million for the full year of 2026, excluding any material changes in debt balances. This includes the interest expense associated with the recently issued amortizing notes. We expect our non-GAAP tax rate to be around 21% for the full year of 2026, roughly in line with 2025. Diluted weighted average shares outstanding will be approximately 41 million shares in 2026. This includes an estimate for the dilutive effect of our equity offering.

As explained in detail in our filings, the dilutive effect of the equity offering can vary based on the market price of Novanta Inc.’s common shares, and so this guidance only factors in an estimate for dilution based on our recent share price performance and does not anticipate material declines in our share price in the future. For the full year, we expect diluted earnings per share to be in the range of $3.50 and $3.65, representing growth of up to 11% year over year. Included in this guidance is the unfavorable impact from our equity fundraise in the range of $0.22 to $0.24, spread evenly through the first four quarters.

This reflects the impact of the higher share count, partially offset by lower interest expense. Also included in the guidance is the temporary unfavorable impact due to the one-time 2025 all-employee equity grant, which I just discussed. This was a $0.14 impact in 2026 only. Cash flow conversion for the full year is expected to rebound versus 2025. Full year 2026 operating cash flow will be approximately $145 million to $185 million, with the bottom end of the range driven by higher inventory levels to mitigate risk of manufacturing moves and vendor disruptions, and the upper end of the range representing the successful mitigation of these risks.

Turning to the first quarter of 2026, we expect GAAP revenues to be in a range of $250 million to $255 million, which represents a year-over-year organic growth of positive 1% to positive 3%, and reported revenue growth of positive 7% to positive 9%. Looking at growth in our segments in the first quarter, Automation Enabling Technologies segment is expected to achieve low to mid-single-digit growth versus the prior year, which represents an acceleration in growth rate versus the fourth quarter based on the building momentum we see in the businesses, bookings, and backlog. Medical Solutions segment is expected to achieve high single-digit to low double-digit reported growth in the quarter.

On a sequential basis, the Medical Solutions segment is expected to see a normal decline in the first quarter versus the fourth quarter due to seasonality. However, this business will still see solid year-over-year growth in the first quarter, and as already mentioned, the full year outlook for this business is extremely strong. For adjusted gross margin, we expect to achieve approximately 46.5% in the first quarter. This is a sequential step up from the fourth quarter and roughly flat year over year, representing the progress we have already made in the regional manufacturing moves. And as indicated in our full year guide, we expect stronger year-over-year margin expansion in the second quarter and beyond.

We expect R&D and SG&A expenses in the first quarter to be approximately $76 million to $77 million, which represents roughly 30% of sales. This is a higher percent of sales than the rest of the year will be based on two factors. First, we are aggressively deploying artificial intelligence tools and resources to our teams to deliver upside to our productivity goals for the year. We are seeing great progress in the adoption of these tools to help us with many different areas, including selling processes, R&D programs, regulatory programs, and back-office processes. Second, there is a higher impact from the stock compensation expense associated with the all-employee grant that only impacts the first half.

Depreciation expense and stock compensation expense in the first quarter will be in line with what I covered in the full year guidance. For adjusted EBITDA for the first quarter, we expect a range of $56 million to $58 million, which represents plus 12% to plus 17% growth year over year, and an adjusted EBITDA margin roughly 100 basis points higher than the prior year. Interest expense will be approximately $2 million in the first quarter. We expect our non-GAAP tax rate to be between 19% and 20% in the first quarter, lower than the full year based on the timing of recognition of certain tax benefits.

Diluted weighted average shares outstanding will be in line with what was covered in the full year guidance. For the first quarter, we expect adjusted diluted earnings per share to be in the range of $0.75 to $0.80, growing up 8% year over year. Again, this growth rate is impacted by both the share count increase from the equity issuance and the timing of stock compensation expense in the quarter. Cash flow conversion in the first quarter should improve versus the fourth quarter and should achieve our goal of hitting cash conversion of greater than 100% of GAAP net income.

However, with regionalization site initiatives still underway, we see stronger cash flow materializing after these are completed in the second quarter.

In summary, we remain confident in our long-term strategy and business model. We see growing momentum which will help us achieve mid-single-digit organic growth for the full year. We are excited about our customer wins, our bookings growth, and the continued momentum of our new product launches. We continue to make progress in high-growth markets, particularly in medical technology markets and physical AI robotic markets. And finally, with the successful fundraise we have nearly $1.5 billion in acquisition capacity. This fundraise has unlocked our ability to explore multiple large potential opportunities and we have a very robust acquisition pipeline.

Combined with our track record and discipline of acquiring businesses that exceed our cost of capital within five years and are free cash flow accretive day one, we feel confident in our ability to deploy meaningful capital in 2026 that will drive strong long-term shareholder returns. This concludes our prepared remarks. We will now open the call up for questions.

Operator: We will now begin the question and answer session. To ask a question, you may press star and then 1 on your touch-tone phones. If you are using a speakerphone, we do ask that you please pick up the handset prior to pressing the keys to ensure the best sound quality. To withdraw your questions, you may press star and 2. Once again, that is star and then 1 to join the question queue. Our first question today comes from Lee M. Jagoda from CJS Securities. Please go ahead with your question.

Lee M. Jagoda: Good morning. So looking at the Automation Enabling Technology segment first and just the sequential increase in bookings of about $30 million, can you go through sort of what businesses and what product categories are driving that increase? And how much of those bookings are longer lead time versus more book and ship within a quarter or two?

Matthijs Glastra: Yeah, Lee. It is pretty broad-based. Right? We commented that all our businesses, so including also the Medical Solutions businesses, had double-digit bookings growth and a positive book-to-bill for the first time since 2022. And we also commented that, actually, particular momentum was building in the AET businesses where you see a continued strong momentum building in robotics and automation driven by the drivers that I mentioned. So we have precision robotics, where you need more perception and reaction for end of arm, which is both in automation, but also surgical robotics, as well as, you know, humanoids and kind of a larger segment of precision robotics.

Secondly, we expect to see momentum in the semiconductor capital equipment market improving, and you see some bookings starting to come in. And third, we have, you know, we are the sole-source supplier for drilling in GPU boards for artificial intelligence, and that business is gaining strong momentum as well. So that is on the robotics and automation side. And on the precision manufacturing side, there is a combination of multiple drivers. That business has shown double-digit bookings growth for four consecutive quarters last year. And revenue started to sequentially build, really in the 8% sequential growth in Q4.

Now that business is still modestly negative year over year in the fourth quarter, but we are very confident that business will turn to mid-single-digit growth in 2026 driven by a few dynamics. One is customer destocking, which has been a headwind for this business for the last two years, has subsided. So that is one. Secondly, this business has very strong design win performance, and these design wins are coming up to speed in 2026 with bookings starting to appear.

And then third, this business has been working for multiple years on intelligent subsystems of laser beam steering, and these product launches that started to happen, you know, in the latter part of last year are starting to hit in 2026, which is primarily driven by a variety of, yeah, let us say, manufacturing, advanced manufacturing markets that need extreme precision and throughput, whether it is laser additive manufacturing, micromachining, actually supporting processes for GenAI infrastructure, but also you see some reshoring happening where the precision and throughput and productivity improvements are required to offset, let us say, productivity losses as a result of the reshoring. So we see multiple drivers in that business.

We feel good about that business momentum building sequentially. And I think the core message is it is broad-based. It is not, you know, a single driver per se of a single business, and we feel good where we are.

Robert J. Buckley: Hey, Lee. Let me give you a couple pieces of data that might help. So on the precision manufacturing business, the book-to-bill was 1.2. That represented nearly 50% growth in bookings at a backlog amount of about a little over $100 million. So you could see that backlog is about two times that of revenue. In the robotics and automation area of the business unit, the book-to-bill was 1.13. That was close to 25% growth in the quarter. And our backlog there is also roughly one and a half times our actual quarterly revenue. The advanced surgery business, which I might as well just go through that segment, had 1.12 book-to-bill.

The backlog is roughly two times that of quarterly revenue. And that business had close to 15% quarterly growth on a year-over-year basis. And our precision medicine business had a book-to-bill of 1.01 with a backlog of nearly two times that of our quarterly revenue, and it had bookings growth of 22% year over year.

Lee M. Jagoda: Got it. No, that is all very helpful. One more and I will just hop back in the queue. On the industrial robotics order you announced, is there any update there, any revenue expectations for 2026? And then any additional follow-through orders after you kind of disclose that order, either that customer or potentially other robotics customers?

Matthijs Glastra: Yeah. I mean, we see that momentum building very steadily. And, you know, our remarks stay consistent with what we have said before, Lee. So it is a first phase of ramp, which will be modest this year, and then it will be sequentially building from there. I think the key takeaway is that it is just a testament to our technology leadership. In this area that leading players are selecting us and that then creates a halo effect for other opportunities. So I think what I am most excited about is just the broad-based precision robotics, end-of-arm, physical AI opportunity for this business, which is both in surgical robotics, warehouse automation, humanoids, as well as other precision robotics applications.

So that is what we are seeing, which is why we are seeing the momentum of that business sequentially building. So it is just one part of multiple drivers.

Robert J. Buckley: I will say that you saw a couple announcements last year around both our servo drives, which are a key enabler of precision motion control within automation, within warehouse robotics, and within humanoids. We are working with the industry as well as the ISO organizations to help set the standard around how robots operate safely in a manufacturing environment as well as the home. We are well-positioned with that technology and our force torque technology in humanoids and in warehouse automation. We feel it is really superior to anything out there from a competitive perspective.

And you can see we are working with pretty much everybody out there when it comes to the humanoid markets and the leading players in warehouse automation. So we feel really good about that technology. As Matthijs said, it will take a little time to kind of fully materialize. And, of course, on the humanoid side, a little bit binary in the short term. But we could not be better positioned both industry-wise and customer-wise and hoping to grapple on to that opportunity.

Lee M. Jagoda: Great. Thanks very much.

Matthijs Glastra: Thanks, Lee.

Operator: Our next question comes from Brian Paul Drab from William Blair. Please go ahead with your question.

Brian Paul Drab: Thanks. I mean, so much momentum on the top line, the bookings, the orders, and, you know, backlog. Can you just again maybe this is for Robert, just bridge that momentum and kind of reconcile that with your expectation for, at the midpoint, I think it is about 9% EPS growth, and just maybe rank order the investments again that are happening this year that will kind of result in what might be perceived as a little bit of restrained earnings growth?

Robert J. Buckley: Yeah, I would say, so the EPS growth, do not forget, we did the fundraise. Right? And so the fundraise generated $0.22 to $0.24 of a headwind. Obviously, we do not want that headwind to materialize. We would like to deploy the capital that we raised towards acquisitions. And so I would look at that as a temporary headwind with the likelihood that we deploy that capital and generate income through the acquisition of a new business. But roughly the fundraise itself is $0.22 to $0.24. And then there is the all-employee grant that went out to all employees other than the executive team, and that had about a $0.14 headwind that only impacts the first half of the year.

So if you think about the EPS growth of roughly, you know, 10%, it is growing 10% year over year despite the dilution from the fundraise and despite the dilution from that equity grant. And so the organic element of that EPS growth is obviously much bigger.

Brian Paul Drab: Right. Okay. And thanks for stepping through that. And then you mentioned a number of opportunities here, and one of them that stood out to me was the GPU boards opportunity. Is that something that kind of surprised you that has popped up that is new? Or I have not heard you talk about that one before, and it sounds like that could be a big deal and kind of revive that air bearing spindle business.

Matthijs Glastra: Yeah. I mean, listen. We have not talked about this business for a little while. We are really, by far, the leader in this space in drilling really thick boards very precisely. And it so happens that the material set in GenAI and GPU boards are getting tougher and thicker. And the only way you can really do this with throughput at precision, it turns out, is with our spindles. And, of course, the visibility is starting to increase around that, you know, starting to increase in the second half of the year. Of course, these boards can be drilled in a variety of applications.

But it became clear that the leader in GPUs, you know, had a personal interest in this in terms of scaling that. So that is why we are mentioning it. The business is really starting to be on a tear, and therefore, we felt it was good to start to mention it. We see a multiyear trajectory here that is exciting. And, nevertheless, of course, there are many other drivers in the company that we have been investing in. But this is a leadership position that we have always had. It is a really cool capability that we have had and it typically was applied in a more cyclical part of the semiconductor space.

It so happens that it is also needed now to drill these really thick boards, and we are the only ones who can do it. So that is why we thought we would mention it.

Brian Paul Drab: And are you finding that opportunity is coming from new customers or existing customers that are ramping up to meet the end market demand?

Matthijs Glastra: Yeah. Let us say, end users. Let us put it this way. So the way to think about it is you have the OEMs, the equipment makers. That set of customers is similar. I mean, we have been working with those customers over decades. It is a strong relationship. And those customers have been approached to provide, you know, the support for drilling these boards. So these applications have been developed with us and together with our customers. But it is really the end users that, of course, are more geared towards that GPU space. So that is how to see it. Our customers are the same. But the application is, of course, rapidly evolving.

Brian Paul Drab: And then just one last quick question. You said book-to-bill was positive across all of the businesses. Are, just to put a finer point on it, we are talking about the two segments or all four sub-segments or what do we mean by that?

Robert J. Buckley: Yeah. So all four business units and then the two segments. So book-to-bill was positive. That was the numbers that I was giving Lee in the beginning. Yeah. So positive book-to-bill is every business line. And then obviously, as a consequence of aggregation, the two segments had a positive book-to-bill and then the entire company.

Brian Paul Drab: Okay. So nice momentum, you know, building backlog, double-digit bookings in each of the business units. And then obviously, significant progress in new product revenues, significant progress in design wins. So the teams are really hitting their stride.

Matthijs Glastra: Yeah. And the key takeaway, Brian, is that it just supports the sequential momentum that is building and that is broad-based, based on structural drivers that are not only, you know, some of it is market, but actually a lot of it is really innovation, commercial excellence, being at the right place, winning business with the right customers in the right market. Right? So that is the takeaway.

Operator: Thank you. Our next question comes from Robert W. Mason from Baird. Please go ahead with your question.

Robert W. Mason: Good morning, Matthijs, Robert. I think you made a comment, Matthijs, just around the robustness of the M&A pipeline and the capital raise kind of signaled that as well. You know, as you think about your areas of priority and, you know, it seems like your bias to medical. You have also talked about consumables, embedded software. Obviously, there is a lot of discussion around software, but embedded software seems to infer itself a high degree of stickiness. But could you just maybe elaborate on the filtering process you are going through to make sure anything along those lines has the right level of protection and moat around it? You know, how should we think about that?

And, also, maybe just any comment on valuation fluidity there as well.

Matthijs Glastra: Yeah. Yeah, Rob. Great question. So I think we have been pretty consistent in where the focus is and why, but let me kind of just go through that. You know, over the last decade under my tenure, we have really grown the medical exposure to now close to 55% of revenue, up from 10%. So that direction of travel is expected to continue, both organically and through M&A. So that is first and foremost, and we are working with all the key leading OEMs in both the life sciences as well as the med tech space. So we now have a competitive moat also around customer access and relationships.

And the more and more products we can offer our customers and the more and more solutions or problems we can solve will be received very well by the executives of those OEMs because they need capable suppliers that solve more problems for them. Rather than educating individual niche suppliers, they are looking at suppliers like us that have the scale, that have the regulatory performance and sustainability to really work with them over the long term. So that is the context.

Within that, of course, we have a very strong franchise with the advanced surgery business, and that splits into two. One is basically endoscopy and arthroscopy space, and we are starting to build category leadership around that, but that is only 10% of the minimally invasive surgery market. Right? So if you think about it, there is huge expansion potential in surrounding applications to the same customer. Right? So the same customer base. So that is one, and that will be received as very positive. The second piece is that I think we have now built a medical consumables business of 15% of revenue that is growing double digits.

A very strong franchise where you need quality and regulatory and operations chops to deliver these products that, mind you, will be delivered in procedures. Right? So you cannot really falter on delivery performance because otherwise, patients will not get their surgeries. And so that requires a certain level of skill and competence that we feel we now have built. So that is the second pedestal. That is the competence area of medical consumables that we feel is a great jump-off point to add more competencies to that. Right? So that is a very logical evolutionary next step. And then there are some surrounding applications that we can further build around that.

And then the third on your third question, on embedded software, yeah, I know there is a lot of chatter and concern around the whole software space. Think about it as our intelligent subsystems where you have embedded software and hardware into subsystems. So you combine just the next layer on top of the hardware. That is what we are talking about. Right? This is not the application layer. This is intrinsically combining hardware and software to create functionality. Thirty percent of our business and probably 80% of our product launches are linked to a combination of embedded software and algorithms that work on the hardware. Right? That is what we speak about.

So there are certain businesses where we are very progressed around this, like the advanced surgery business where almost everything is intelligent subsystems. You heard me talk about the beam steering side where we are now entering the market with these new capabilities that, quite frankly, achieve never-before-possible capabilities that are three to five times better than what is out there in the market just by combining the different competencies together. So that is what we are talking about as more of an added competence on top of the hardware that we have that is a vertical integration that solves problems cheaper, better, faster for our customers. And we feel that it is very well protected.

It requires some deep proprietary know-how of the application that is not public. And it really runs directly on the hardware and then the firmware. So for us, that is what we are talking about. And we feel it is a very protected area, and we are growing rapidly in that area as we speak.

Robert J. Buckley: Rob, let me answer your question on the financial side. So, you know, first and foremost, a bolt-on transaction for us, we have been very consistent. It has to have a return on invested capital that exceeds our cost of capital by year two, and a larger one by year five. The metric of return on invested capital for us is after-tax cash flow has to exceed the investment from a ratio perspective. Right? So think of it as like free cash flow accretive and growing at a faster rate than Novanta Inc. So, at the very top level, we want businesses that are growing their top line faster than ours.

We want gross margins that are non-dilutive, so therefore, you know, 50% and above type of gross margin, and that cash flow really growing at a faster rate. The other metric we tend to look at is the asset intensity of the business. So you can maximize your return multiple ways. The best way that we feel is doing that is acquiring a high cash conversion business, so a conversion ratio higher than Novanta Inc., meaning its cash earnings exceed its asset intensity, and grow at a faster rate than Novanta Inc. is.

And then lastly, you know, we are not looking to overleverage the company, and so we try to keep that leverage ratio below three, three and a half. Obviously, we will bias it to things that are less cyclical than our portfolio and therefore generate stronger alpha with less beta. And we have been pretty consistent about that, but I think, you know, regardless of what type of deal we are looking at or the size of deal that we are looking at, you should think of us as being highly disciplined around those metrics.

Matthijs Glastra: Yeah. And then maybe just to put a final point to this, if you look at our advanced surgery business that we can agree is doing extremely well, I mean, we follow exactly the same framework there. Right? And just by cross-selling to joint companies or to cross customers, sorry, further investing in innovation and further adding the Novanta Growth System to that business, that business has doubled and will double again in the remaining part of the decade. So we feel we can add something to those companies with those returns that Robert talked about so that longer term, we can really drive these strategic opportunities and make those businesses better.

Robert W. Mason: Understood. That is very helpful. Maybe I will just ask a quick follow-up. You talked about how Keyon has kind of outperformed plan thus far. I know that is a project-oriented business to some degree and project pipeline has been pretty healthy there. But just what does the first quarter contribution look like in that business before it goes into the organic bucket?

Robert J. Buckley: It does help if you are trying to get at, you know, what is, obviously, you could see the delta between the reported revenue and the organic revenue that we gave. That delta is driven pretty much all by the Keyon acquisition. A little bit of FX in there, but for the most part, the Keyon acquisition. You are right in this project business. Delivered about $9 million of incremental revenue. It had an element of project-based business, but it also has a recurring revenue stream associated with it as well. So each of the individual customers that we work at, we actually sell a software-type of solution package to them that is, for all intents and purposes, middleware.

It is not an application. And so we, you know, control and own the data that we gather from those readers. And then that data gets sold on to the customer through a recurring revenue stream that they then go out and either mine themselves with artificial intelligence or buy some sort of packaged application solution that overlays onto it to give them the insights that they are looking for to maximize those stores. It is that concept and that strategic element of it that really got us attracted to the business and why we see the applicability in the hospital environment and why we are excited about that.

I should mention, we did a very small, you will probably see it in the 10-K, minority investment into a similar business in Spain that has got frontline access to the hospital environment there to allow us to start beta testing our products in that environment and really understanding the best way to penetrate that market and deal with the regulatory hurdles around data privacy and then patient privacy and how best to package a solution to that marketplace. So we are making progress in the strategic core, which is around the medical field. We continue to feel that we are well-positioned to do that. Then simultaneously, the business is really strongly positioned in its base customers around retail.

We continue to make design win progress, continue to win new products, new customers, and have that momentum. The growth driver around that, we expect it to exceed the deal model. Not only did it do that in 2025, it will exceed the deal model in 2026. We feel very good that momentum has continued to be present.

Robert W. Mason: Very good. Thank you. That is helpful.

Operator: With that, everyone, we will be concluding today’s question and answer session. I would like to turn the floor back over to Matthijs for closing remarks.

Matthijs Glastra: Thank you, operator, and thank you, everyone, for your questions. In closing, as always, I would like to thank our customers, our shareholders, and especially our dedicated employees for their ongoing support. We appreciate your interest in the company and your participation in today’s call. I look forward to joining all of you soon at our first quarter 2026 earnings call.

Operator: And with that, everyone, we will conclude today’s conference call. We thank you for attending today’s presentation. You may now disconnect your lines.

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