JBT Marel Corp
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
JBTM$128.35+1.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001433660-25-000045
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001433660-25-000065
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 153 previous paragraphs and 158 current paragraphs.
96 unchanged; 50 reworded; 10 added; 6 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
•the potential effects of the U.S. government shutdown that began in October 2025;
Current report
In this section, the Company utilizes non-GAAP measures to provide a more meaningful comparison of its ongoing operating results, consistent with how management evaluates performance. For further information regarding the Company's non-GAAP measures including reconciliations to the most directly comparable GAAP measures, see below "Reconciliation of Non-GAAP Measures."
Current report
Our third quarter 2025 revenue performance exceeded expectations and was primarily driven by higher book and ship revenue coupled with improved manufacturing and supply chain productivity, which enabled increased backlog conversion, particularly in poultry. We also delivered strong margins in the quarter as a result of volume leverage, a favorable mix of poultry equipment and shorter cycle products, and synergy savings. Orders remained healthy with strong demand in poultry, pharmaceutical, and pet food end markets.
Current report
(2) Refer to Note 14. Business Segment Information of the Notes to the Condensed Consolidated Financial Statements for additional information on segment Adjusted EBITDA.
Current report
The Company's tax rate on the income from continuing operations was 20.4% for the three months ended September 30, 2025.
Current report
Income from continuing operations margin decreased 170 bps to 6.7% compared to 8.4% for the same period in 2024. This decrease is the result of higher integration costs and interest expense. Adjusted EBITDA margin decreased 90 bps to 17.1% compared to 18.0% for the same period in 2024 driven by lower JBT segment margins due to tariff impacts, unfavorable mix, and project variances as well as higher consolidated research and development spend.
Current report
NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Current report
(2) Refer to Note 14. Business Segment Information of the Notes to the Condensed Consolidated Financial Statements for additional information on segment Adjusted EBITDA.
Current report
•JBT segment Adjusted EBITDA and segment Adjusted EBITDA margin was $213.5 million or 16.1% for the nine months ended September 30, 2025 compared to $202.8 million or 16.2% for the same period in 2024. Year-to-date JBT segment adjusted EBITDA margins were comparable year over year.
Current report
Our primary sources of liquidity are cash flows provided by operating activities from our U.S. and foreign operations, our revolving credit facility, proceeds from the issuance of the 2030 Notes on September 9, 2025, and our cash and cash equivalents on hand. We used a portion of the proceeds from the 2030 Notes to pay the net cost of the related convertible note hedge and warrant transactions and with the remaining proceeds, repaid a portion of the borrowings outstanding under our revolving credit facility.
Removed paragraphs (6)
Previous report
Our second quarter of 2025 financial performance exceeded our expectations, which was primarily driven by better than expected recurring revenue, foreign exchange translation, and operating leverage. Orders were healthy with strength across diverse end markets, including poultry, meat, fruit and vegetables, beverages, and ready meals.
Previous report
The Company's tax rate on the income from continuing operations was 68.1% for the three months ended June 30, 2025. The tax rate was high due to the combination of low pre-tax income, the impact of discrete items totaling $2.6 million, primarily driven by a non-deductible loss on investment, and changes to the full year forecasted tax rate.
Previous report
Income from continuing operations margin decreased 720 bps to 0.4% compared to 7.6% for the same period in 2024. This decrease is the result of higher integration costs, higher interest expense, loss on investment, and the impact of discrete items on our income tax provision compared to the same period in 2024. However, Adjusted EBITDA margin increased 90 bps to 16.7% compared to 15.8% for the same period in 2024, primarily attributable to an increase in savings from our JBT Marel 2025 Integration restructuring plan as well as due to better operating leverage from higher revenue. This was partially offset by a lower gross profit margin for the acquired Marel business relative to the JBT business.
Previous report
SIX MONTHS ENDED JUNE 30, 2025 AND 2024
Previous report
Loss on investment
Previous report
•JBT segment Adjusted EBITDA and Adjusted EBITDA margin was $142.4 million or 16.5% for the six months ended June 30, 2025 compared to $121.1 million or 15.2% for the same period in 2024. The increase of $21.3 million or 130 bps was primarily driven by an increase in gross profit from a favorable mix of higher recurring revenue compared to prior year, which tends to have higher margin than non-recurring revenue as well as savings from our JBT Marel 2025 Integration restructuring plan.
Reworded paragraphs (50)
Previous wording
On January 2, 2025, the Company closed the acquisition of Marel hf., a multi-national food processing company based in Gardabaer, Iceland that manufactures equipment and provides other services primarily for food processing in the poultry, meat, and fish industries. The purpose of the Marel Transaction was to create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with long histories, complementary product portfolios, highly respected brands, and cutting-edge technology to enable global customers to more efficiently access industry leading technology worldwide. Refer to Note 2. Acquisitions of the Notes to the Consolidated Financial Statements for additional information on the Marel Transaction.
Current wording
On January 2, 2025, the Company closed the Marel Transaction. The purpose of the Marel Transaction was to create a leading and diversified global food and beverage technology solutions provider by bringing together two renowned companies with long histories, complementary product portfolios, highly respected brands, and cutting-edge technology to enable global customers to more efficiently access industry leading technology worldwide. Refer to Note 2. Acquisitions of the Notes to the Consolidated Financial Statements for additional information on the Marel Transaction.
Previous wording
Looking ahead, we anticipate that our second half of 2025 performance will be impacted by the evolving costs of tariffs. We continue to take proactive measures to mitigate tariff impacts on our products. These actions include reshoring third-party suppliers, vendor concessions, and further pricing considerations.
Current wording
Looking ahead, we anticipate that our 2025 performance will be impacted by the evolving costs of tariffs. We continue to take proactive measures to mitigate tariff impacts on our products. These actions include reshoring third-party suppliers, vendor concessions, and further pricing considerations.
Previous wording
Total revenue for the six months ended June 30, 2025 increased $994.3 million or 125.1% compared to the same period in 2024. Organic revenue provided by the JBT segment increased $66.9 million and foreign currency translation was favorable by $1.9 million in the period compared to the prior year. The increase in organic revenue was primarily the result of an increase in volume for recurring revenue. The acquisition of Marel provided additional revenue of $925.5 million, which is inclusive of a favorable foreign currency translation impact of approximately $1.8 million.
Current wording
Total revenue for the three months ended September 30, 2025 increased $547.5 million or 120.6% compared to the same period in 2024. Organic revenue provided by the JBT segment increased $2.0 million and foreign currency translation was favorable by $9.1 million in the period compared to the prior year. The increase in organic revenue was primarily the result of an increase in volume for recurring revenue. The acquisition of Marel provided additional revenue of $536.5 million, inclusive of a favorable foreign currency translation impact of approximately $17.4 million.
Previous wording
Gross profit margin increased to 35.8% compared to 35.6% in the same period last year. This increase was primarily attributable to an increase in the JBT segment's gross profit margin from a higher volume of recurring revenue, partially offset by a lower gross profit margin of the acquired Marel business.
Current wording
Gross profit margin of 35.9% during the quarter was consistent with the same period last year. The JBT segment's gross profit margin continued to benefit from a higher volume of recurring revenue, partially offset by a lower gross profit margin of the acquired Marel business.
Previous wording
Selling, general and administrative expense increased $140.0 million compared to the same period in the prior year. This increase was primarily driven by the acquisition of Marel and higher costs associated with the integration. Selling, general and administrative expense as a percentage of revenue decreased by 60 bps to 26.8% compared to 27.4% in the same period last year. This decrease was primarily the result of better operating leverage from higher revenue as well as savings from our JBT Marel 2025 Integration restructuring plan.
Current wording
Selling, general and administrative expense increased $110.4 million compared to the same period in the prior year. This increase was primarily driven by the acquisition of Marel and higher costs associated with the integration. Selling, general and administrative expense as a percentage of revenue decreased by 240 bps to 22.2% compared to 24.6% in the same period last year. This decrease was primarily the result of better operating leverage from higher revenue as well as savings from our JBT Marel 2025 Integration restructuring plan.
Previous wording
Research and development expense increased $25.1 million compared to the same period in the prior year. This increase is primarily the result of higher costs attributable to the recently acquired Marel business.
Current wording
Research and development expense increased $23.3 million compared to the same period in the prior year. This increase is primarily the result of higher costs attributable to the recently acquired Marel business.
Previous wording
Other income of $3.0 million during the three months ended June 30, 2025 relates to our cross-currency swap agreements that, for a portion of our Term Loan B debt, synthetically swap a higher interest expense based on the SOFR interest rate with a lower interest expense based on the EURIBOR interest rate and a credit spread.
Current wording
Other income of $3.1 million during the three months ended September 30, 2025 relates to our cross-currency swap agreements that, for a portion of our Term Loan B debt, synthetically swap a higher interest expense based on the SOFR interest rate with a lower interest expense based on the EURIBOR interest rate and a credit spread.
Previous wording
Interest income decreased $2.9 million compared to the same period in 2024. This decrease was due to the Company having lower cash balances on hand to invest after funding the Marel Transaction in the first quarter of 2025.
Current wording
Interest income decreased $2.5 million compared to the same period in 2024. This decrease was due to the Company having lower cash balances on hand to invest after funding the Marel Transaction in the first quarter of 2025.
Previous wording
Interest expense increased $27.7 million compared to same period last year. The increase was driven by a higher average debt balance as well as higher interest rates on additional borrowings to fund the Marel Transaction in the first quarter of 2025, compared to same period in 2024. Additional borrowing was drawn from our revolving credit facility and Term Loan B that was executed on January 2, 2025.
Current wording
Interest expense increased $20.6 million compared to same period last year. The increase was driven by a higher average debt balance as well as higher interest rates on additional borrowings to fund the Marel Transaction in the first quarter of 2025, compared to same period in 2024, partially offset by a benefit from our cross-currency swap derivative instruments designated as net investment hedges. Additional borrowing was drawn from our revolving credit facility and Term Loan B that was executed on January 2, 2025.
Previous wording
The Company's tax rate on the income from continuing operations was 8.2% for the six months ended June 30, 2024. The tax rate for the six months ended June 30, 2024 was favorably impacted by discrete items totaling $8.2 million, primarily driven by a non-recurring deferred tax benefit related to an internal reorganization.
Current wording
The Company's tax rate on the income from continuing operations was 20.0% for the three months ended September 30, 2024. The tax rate for the three months ended September 30, 2024 was favorably impacted by discrete items totaling $1.0 million, primarily driven by benefits from prior year tax returns.
Previous wording
Income from continuing operations for the three months ended June 30, 2025 was $3.4 million compared to $30.7 million for the same period in 2024, representing a decrease of $27.3 million. The decrease was primarily due to higher interest expense, loss on investment, and the impact of discrete items on our income tax provision. This was partially offset by the operating income from the acquired Marel business, higher gross profit for the JBT segment, and savings from our JBT Marel 2025 Integration restructuring plan.
Current wording
Income from continuing operations for the three months ended September 30, 2025 was $66.8 million compared to $38.1 million for the same period in 2024, representing an increase of $28.7 million. The increase was primarily due to higher operating income from the acquired Marel business and savings from our JBT Marel 2025 Integration restructuring plan.
Previous wording
Adjusted EBITDA was $156.2 million for the three months ended June 30, 2025 compared to $63.7 million during the same period in 2024, representing an increase of $92.5 million. The increase in Adjusted EBITDA was primarily driven by incremental gross profit attributable to the recently acquired Marel business, partially offset by higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs.
Current wording
Adjusted EBITDA was $170.9 million for the three months ended September 30, 2025 compared to $81.7 million during the same period in 2024, representing an increase of $89.2 million. The increase in Adjusted EBITDA was primarily driven by incremental gross profit attributable to the recently acquired Marel business, partially offset by higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs.
Previous wording
•JBT segment Adjusted EBITDA and Adjusted EBITDA margin was $81.7 million or 18.0% for the three months ended June 30, 2025 compared to $63.7 million or 15.8% for the same period in 2024. The increase of $18.0 million or 28.3% was primarily driven by an increase in gross profit from a favorable mix of higher recurring revenue compared to prior year, which tends to have higher margin than non-recurring revenue.
Current wording
•JBT segment Adjusted EBITDA and segment Adjusted EBITDA margin was $71.3 million or 15.3% for the three months ended September 30, 2025 compared to $81.7 million or 18.0% for the same period in 2024. The decrease of $10.4 million or 12.7% was primarily driven by a decrease in gross profit from tariff impacts, unfavorable mix, and project variances, as well as higher selling, general and administrative expense compared to the same period in the prior year.
Previous wording
•Marel segment Adjusted EBITDA was $74.5 million and segment Adjusted EBITDA margin was 15.5% for the three months ended June 30, 2025.
Current wording
•Marel segment Adjusted EBITDA was $99.6 million and segment Adjusted EBITDA margin was 18.6% for the three months ended September 30, 2025.
Previous wording
Total revenue for the three months ended June 30, 2025 increased $532.5 million or 132.4% compared to the same period in 2024. Organic revenue provided by the JBT segment increased $43.9 million and foreign currency translation was favorable by $8.4 million in the period compared to the prior year. The increase in organic revenue was primarily the result of an increase in volume for recurring revenue. The acquisition of Marel provided additional revenue of $480.2 million, which is inclusive of a favorable foreign currency translation impact of approximately $12.3 million.
Current wording
Total revenue for the nine months ended September 30, 2025 increased $1,541.8 million or 123.5% compared to the same period in 2024. Organic revenue provided by the JBT segment increased $68.8 million and foreign currency translation was favorable by $11.0 million in the period compared to the prior year. The increase in organic revenue was primarily the result of an increase in volume for recurring revenue. The acquisition of Marel provided additional revenue of $1,462.0 million, which is inclusive of a favorable foreign currency translation impact of approximately $19.3 million.
Previous wording
Gross profit margin decreased 70 bps to 35.0% compared to 35.7% in 2024. The decrease was primarily attributable to a lower gross profit margin of the acquired Marel business, partially offset by an increase in the JBT segment's gross profit margin from higher volume for recurring revenue.
Current wording
Gross profit margin decreased 40 bps to 35.4% compared to 35.8% in 2024. The decrease was primarily attributable to a lower gross profit margin of the acquired Marel business, partially offset by an increase in the JBT segment's gross profit margin from higher volume of recurring revenue.
Previous wording
Selling, general and administrative expense increased $318.0 million compared to the same period in the prior year. Selling, general and administrative expense as a percentage of revenue increased 280 bps to 29.7% compared to 26.9% in the same period last year. This increase is primarily driven by higher costs attributable to the recently acquired Marel business and year over year increase of $74.7 million in M&A related costs attributable to the acquisition of Marel. This was partially offset by a better operating leverage from higher revenue as well as savings from our JBT Marel 2025 Integration restructuring plan.
Current wording
Selling, general and administrative expense increased $428.4 million compared to the same period in the prior year. Selling, general and administrative expense as a percentage of revenue increased 90 bps to 27.0% compared to 26.1% in the same period last year. This increase is primarily driven by higher costs attributable to the recently acquired Marel business and year over year increase of $67.6 million in M&A related costs attributable to the acquisition of Marel. This was partially offset by a better operating leverage from higher revenue as well as savings from our JBT Marel 2025 Integration restructuring plan.
Previous wording
Research and development expense increased $52.3 million compared to the same period in the prior year. This increase is primarily the result of higher costs attributable to the recently acquired Marel business.
Current wording
Research and development expense increased $75.6 million compared to the same period in the prior year. This increase is primarily the result of higher costs attributable to the recently acquired Marel business.
Previous wording
Pension expense, other than service cost increased $145.0 million compared to the same period in the prior year. This increase was primarily due to the settlement charge of $146.9 million recognized in the first quarter of 2025 upon the termination of the U.S. qualified defined benefit pension plan.
Current wording
Pension expense, other than service cost increased $144.2 million compared to the same period in the prior year. This increase was primarily due to the settlement charge of $146.9 million recognized in the first quarter of 2025 upon the termination of the U.S. qualified defined benefit pension plan.
Previous wording
The loss on investment of $10.6 million incurred during the three months ended June 30, 2025 relates to the Company's exit of an investment related to the acquisition of Marel.
Current wording
The loss on investment of $10.6 million incurred during the nine months ended September 30, 2025 relates to the Company's exit of an investment due to the acquisition of Marel.
Previous wording
Other income of $5.0 million during the six months ended June 30, 2025 relates to our cross-currency swap agreements that, for a portion of our Term Loan B debt, synthetically swap a higher interest expense based on the SOFR interest rate with a lower interest expense based on the EURIBOR interest rate and a credit spread.
Current wording
Other income of $8.1 million during the nine months ended September 30, 2025 relates to our cross-currency swap agreements that, for a portion of our Term Loan B debt, synthetically swap a higher interest expense based on the SOFR interest rate with a lower interest expense based on the EURIBOR interest rate and a credit spread.
Previous wording
Interest income decreased $7.2 million compared to the same period in 2024. This decrease was due to the Company having lower cash balances on hand to invest after funding the Marel Transaction in the first quarter of 2025.
Current wording
Interest income decreased $9.7 million compared to the same period in 2024. This decrease was due to the Company having lower cash balances on hand to invest after funding the Marel Transaction in the first quarter of 2025.
Previous wording
Interest expense increased $67.2 million compared to same period last year. The increase was driven by a higher average debt balance as well as higher interest rates on additional borrowings to fund the Marel Transaction in the first quarter of 2025, compared to same period in 2024. Additional borrowing was drawn from our revolving credit facility and Term Loan B that was executed on January 2, 2025.
Current wording
Interest expense increased $87.8 million compared to same period last year. The increase was driven by a higher average debt balance as well as higher interest rates on additional borrowings to fund the Marel Transaction in the first quarter of 2025, compared to same period in 2024, partially offset by a benefit from our cross-currency swap derivative instruments designated as net investment hedges. Additional borrowing was drawn from our revolving credit facility and Term Loan B that was executed on January 2, 2025.
Previous wording
The Company's tax rate on the loss from continuing operations was 18.4% for the six months ended June 30, 2025. The tax benefit for the six months ended June 30, 2025 was reduced by discrete items totaling $5.0 million, primarily driven by non-deductible acquisition costs and a non-deductible loss on investment.
Current wording
The Company's tax rate on the loss from continuing operations was 17.1% for the nine months ended September 30, 2025. The tax benefit for the nine months ended September 30, 2025 was unfavorably impacted by discrete items totaling $5.1 million, primarily driven by non-deductible acquisition costs and a non-deductible loss on investment.
Previous wording
The Company's tax rate on the income from continuing operations was (12.0)% for the three months ended June 30, 2024. The tax rate for the three months ended June 30, 2024 was favorably impacted by discrete items totaling $9.2 million, primarily driven by a non-recurring tax benefit related to an internal reorganization.
Current wording
The Company's tax rate on the income from continuing operations was 13.5% for the nine months ended September 30, 2024. The tax rate for the nine months ended September 30, 2024 was favorably impacted by discrete items totaling $9.2 million, primarily driven by a non-recurring deferred tax benefit related to an internal reorganization.
Previous wording
Loss from continuing operations for the six months ended June 30, 2025 was $169.6 million compared to income from continuing operations of $53.4 million for the same period in 2024, representing a decrease of $223.0 million. The decrease was primarily due to higher pension expense other than service cost, interest expense, loss on investment, and the impact of discrete items on our income tax provision. This was partially offset by the operating income from the acquired Marel business, higher gross profit for the JBT segment, and savings from our JBT Marel 2025 Integration restructuring plan.
Current wording
Loss from continuing operations for the nine months ended September 30, 2025 was $102.8 million compared to income from continuing operations of $91.5 million for the same period in 2024, representing a decrease of $194.3 million. The decrease was primarily due to higher pension expense other than service cost, interest expense, loss on investment, and the impact of discrete items on our income tax provision. This was partially offset by the operating income from the acquired Marel business and savings from our JBT Marel 2025 Integration restructuring plan.
Previous wording
Adjusted EBITDA was $268.4 million for the six months ended June 30, 2025 compared to $121.1 million during the same period in 2024, representing an increase of $147.3 million. The increase in Adjusted EBITDA was primarily driven by incremental gross profit attributable to the recently acquired Marel business, partially offset by higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs.
Current wording
Adjusted EBITDA was $439.3 million for the nine months ended September 30, 2025 compared to $202.8 million during the same period in 2024, representing an increase of $236.5 million. The increase in Adjusted EBITDA was primarily driven by incremental gross profit attributable to the recently acquired Marel business, partially offset by higher selling, general and administrative expense, excluding the impacts of our depreciation, amortization, and acquisition and integration costs.
Previous wording
Loss from continuing operations margin decreased 1620 bps to (9.5)% compared to 6.7% for the same period in 2024. This decrease is the result of higher pension expense other than service cost, higher integration costs, higher interest expense, the loss on investment, and the impact of discrete items on our income tax provision compared to the same period in 2024. However, Adjusted EBITDA margin decreased 20 bps to 15.0% compared to 15.2% for the same period in 2024. This decrease was primarily attributable to a lower gross profit margin and a higher selling, general, and administrative expense as a percentage of revenue for the acquired Marel business relative to the JBT business. This was partially offset by an year over year increase in the JBT segment's gross profit margin as well as savings from our JBT Marel 2025 Integration restructuring plan.
Current wording
Loss from continuing operations margin decreased 1100 bps to (3.7)% compared to 7.3% for the same period in 2024. This decrease is the result of higher pension expense other than service cost, higher integration costs, higher interest expense, the loss on investment, and the impact of discrete items on our income tax provision compared to the same period in 2024. Adjusted EBITDA margin decreased 50 bps to 15.7% compared to 16.2% for the same period in 2024. This decrease was primarily attributable to a lower gross profit margin and a higher selling, general, and administrative expense as a percentage of revenue for the acquired Marel business relative to the JBT business. This was partially offset by savings from our JBT Marel 2025 Integration restructuring plan.
Previous wording
•Marel segment Adjusted EBITDA was $126.0 million and segment Adjusted EBITDA margin was 13.6% for the six months ended June 30, 2025.
Current wording
•Marel segment Adjusted EBITDA was $225.8 million and segment Adjusted EBITDA margin was 15.4% for the nine months ended September 30, 2025.
Previous wording
•Constant currency measures: We evaluate our results of operations on both an as reported and a constant currency basis as it provides greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results. The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency percentages by converting our financial results in local currency for a period using the average exchange rate for the prior period to which we are comparing.
Current wording
•Constant currency measures: We evaluate our results of operations on both an as reported and a constant currency basis as it provides greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing results. The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency percentages by converting our financial results in local currency for a period using the average exchange rate for the prior period to which we are comparing.
Previous wording
(4) M&A related costs for the three and six months ended June 30, 2025, respectively, include advisory and transaction related costs for both potential and completed M&A transactions and strategy of $4.6 million and $57.7 million, amortization of inventory step-up from business combinations of $9.3 million and $19.9 million, and integration costs of $6.1 million and $16.8 million. M&A related costs are excluded as they are generally short-term in nature and turn over quickly or are not part of the ongoing operations of our underlying business.
Current wording
(4) M&A related costs for the three and nine months ended September 30, 2025, respectively, include advisory and transaction related costs for both potential and completed M&A transactions and strategy of $0.5 million and $58.2 million, amortization of inventory step-up from business combinations of $(0.2) million and $19.7 million, and integration costs of $5.5 million and $22.3 million. M&A related costs are excluded as they are generally short-term in nature and turn over quickly or are not part of the ongoing operations of our underlying business.
Previous wording
Free cash flow during the six months ended June 30, 2025 was $105.8 million, which includes payment for acquisition costs of the Marel Transaction of approximately $100 million, representing a $92.3 million increase compared to the same period in 2024.
Current wording
Free cash flow during the nine months ended September 30, 2025 was $163.0 million, which includes payment for acquisition costs of the Marel Transaction of approximately $101 million, representing an $83.8 million increase compared to the same period in 2024.
Previous wording
In the first quarter of 2025, the Company implemented the JBT Marel 2025 Integration restructuring plan to achieve a portion of its synergy targets identified as a result of the Marel acquisition to optimize the overall cost structure for the combined Company on a global basis. The initiatives under this plan included streamlining operations and adjusting our general and administrative infrastructure to meet the strategic needs of JBT Marel. The total estimated cost in connection with this plan is in the range of approximately $25.0 million to $30.0 million. The Company recognized restructuring charges of $16.7 million, net of a cumulative release of the related liability of $0.1 million through June 30, 2025, and expects to recognize the remaining costs by the end of 2026.
Current wording
In the first quarter of 2025, the Company implemented the JBT Marel 2025 Integration restructuring plan to achieve a portion of its synergy targets identified as a result of the Marel acquisition to optimize the overall cost structure for the combined Company on a global basis. The initiatives under this plan included streamlining operations and adjusting our general and administrative infrastructure to meet the strategic needs of JBT Marel. The total estimated cost in connection with this plan was revised in the third quarter from $25.0 million to $30.0 million to a range of $30.0 million to $35.0 million. The Company recognized restructuring charges of $24.1 million, net of a cumulative release of the related liability of $0.2 million through September 30, 2025, and expects to recognize the remaining costs by the end of 2026.
Previous wording
Cumulative cost savings for the JBT Marel 2025 Integration restructuring plan are expected to be between $50.0 million and $60.0 million. Savings expected to be realized during the remainder of 2025 are approximately $15.0 million.
Current wording
Cumulative cost savings for the JBT Marel 2025 Integration restructuring plan are expected to be between $50.0 million and $60.0 million. Savings expected to be realized during the remainder of 2025 are approximately $10.0 million.
Previous wording
Our primary sources of liquidity are cash flows provided by operating activities from our U.S. and foreign operations, our revolving credit facility, and our cash and cash equivalents on hand. In connection with the Marel Transaction, we drew an additional $604 million from our existing revolving credit facility on December 30, 2024. On January 2, 2025, we secured takeout financing comprised of the amended and restated 5-year, $1.8 billion revolving credit facility and $900 million in the Senior Secured Term Loan B ("Term Loan B"). The takeout financing resulted in the carryforward of the initial $604 million borrowing from our existing revolving credit facility and additional borrowings of $900 million drawn from the Term Loan B and $18.6 million from the amended revolving credit facility to fund the Marel Transaction, subsequent acquisition of the non-controlling interest of Marel, and related expenditures.
Current wording
In connection with the Marel Transaction, we drew an additional $604 million from our existing revolving credit facility on December 30, 2024. On January 2, 2025, we secured takeout financing comprised of the amended and restated 5-year, $1.8 billion revolving credit facility and $900 million in the Senior Secured Term Loan B (“Term Loan B”). The takeout financing resulted in the carryforward of the initial $604 million borrowing from our existing revolving credit facility and additional borrowings of $900 million drawn from the Term Loan B and $18.6 million from the amended revolving credit facility to fund the Marel Transaction, subsequent acquisition of the non-controlling interest of Marel, and related expenditures.
Previous wording
On January 2, 2025, we closed the Marel Transaction by acquiring approximately 97.5% of Marel's issued and outstanding equity interests. On February 4, 2025, we acquired the remaining 2.5% of Marel's issued and outstanding equity interests ("Squeeze out"). Upon the closing of the Marel Transaction on January 2, 2025 and the Squeeze out on February 4, 2025, we used available cash and additional borrowings from the takeout financing to fund $983.7 million of cash consideration paid to the Marel shareholders, $867.8 million for repayment of Marel's debt, $111.4 million for transaction related expenses, and $16.1 million for debt issuance costs.
Current wording
On January 2, 2025, we closed the Marel Transaction by acquiring approximately 97.5% of Marel's issued and outstanding equity interests. On February 4, 2025, we acquired the remaining 2.5% of Marel's issued and outstanding equity interests (the “Squeeze out”). Upon the closing of the Marel Transaction on January 2, 2025 and the Squeeze out on February 4, 2025, we used available cash and additional borrowings from the takeout financing to fund $983.7 million of cash consideration paid to the Marel shareholders, $867.8 million for repayment of Marel's debt, $111.4 million for transaction related expenses, and $16.1 million for debt issuance costs.
Previous wording
For the six months ended June 30, 2025, we had total operating cash flows from continuing operations of $136.6 million. For full year 2025, we expect to generate positive cash flows. Our liquidity as of June 30, 2025, or cash plus borrowing ability under our existing revolving credit facilities, was $1.3 billion. The takeout financing includes a leverage holiday that permits a maximum secured leverage ratio of 5.0x for the initial 12-months after the Marel Transaction close date and a total leverage ratio of 5.75x.
Current wording
For the nine months ended September 30, 2025, we had total operating cash flows from continuing operations of $224.3 million. For full year 2025, we expect to generate positive cash flows. Our liquidity as of September 30, 2025, or cash plus borrowing ability under our existing revolving credit facilities, was $1.9 billion. The takeout financing includes a leverage holiday that permits a maximum secured leverage ratio of 5.0x for the initial 12-months after the Marel Transaction close date and a total leverage ratio of 5.75x.
Previous wording
Our liquidity is available for repayment of the Notes and to support the integration of JBT and Marel and our other capital allocation priorities. Based on our current capital allocation objectives, we anticipate capital expenditures to be between $85 million and $95 million during 2025. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. During 2025, we also expect to incur integration costs and other synergy-related costs in the range of $45 million to $55 million related to the acquisition of Marel.
Current wording
Our liquidity is available for repayment of the Notes and to support the integration of JBT and Marel and our other capital allocation priorities. Based on our current capital allocation objectives, we anticipate capital expenditures to be between $90 million and $95 million during 2025. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. During 2025, we also expect to incur integration costs and other synergy-related costs in the range of $50 million to $60 million related to the acquisition of Marel.
Previous wording
As of June 30, 2025, we had $111.8 million of cash and cash equivalents, $24.9 million of which was held by our foreign subsidiaries. Although certain funds are considered permanently invested in our foreign subsidiaries, we are not presently aware of any restriction on the repatriation of these funds. We maintain significant operations outside of the U.S., and many of our uses of cash for working capital, capital expenditures and business acquisitions arise in these foreign jurisdictions. If these funds were needed to fund our operations or satisfy obligations in the U.S., they could be repatriated and their repatriation into the U.S. could cause us to incur additional U.S. income tax and foreign withholding taxes. The foreign withholding taxes on these repatriations to the U.S. would potentially be partially offset by U.S. foreign tax credits.
Current wording
As of September 30, 2025, we had $114.9 million of cash and cash equivalents, $102.8 million of which was held by our foreign subsidiaries. Although certain funds are considered permanently invested in our foreign subsidiaries, we are not presently aware of any restriction on the repatriation of these funds. We maintain significant operations outside of the U.S., and many of our uses of cash for working capital, capital expenditures and business acquisitions arise in these foreign jurisdictions. If these funds were needed to fund our operations or satisfy obligations in the U.S., they could be repatriated and their repatriation into the U.S. could cause us to incur additional U.S. income tax and foreign withholding taxes. The foreign withholding taxes on these repatriations to the U.S. would potentially be partially offset by U.S. foreign tax credits.
Previous wording
Cash flows for the six months ended June 30, 2025 and 2024 were as follows:
Current wording
Cash flows for the nine months ended September 30, 2025 and 2024 were as follows:
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
On September 9, 2025, we closed a private offering of $575.0 million aggregate principal amount of the 2030 Notes to qualified institutional buyers, resulting in net proceeds of approximately $562.5 million after deducting initial purchasers' discounts. The 2030 Notes will mature on September 15, 2030 unless earlier converted, redeemed or repurchased.
Current report — wording carried from elsewhere
Concurrently with the issuances of the 2026 Notes and the 2030 Notes, we entered into convertible note hedge transactions that reduce potential dilution upon conversion of the notes and entered into warrant transactions to raise additional capital to partially offset the costs of entering into the convertible note hedge transactions.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The loss on investment of $10.6 million incurred during the six months ended June 30, 2025 relates to the Company's exit of an investment related to the acquisition of Marel.