JBT MAREL Corp

Previous wording

This Quarterly Report on Form 10-Q, our Annual Report on Form 10-K and other materials filed or to be filed by us with the Securities and Exchange Commission, as well as information in oral statements or other written statements made or to be made by us, contain statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or the negative version of those words or other comparable words and phrases. Any forward-looking statements contained in this Form 10-Q are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. These forward-looking statements include, among others, statements relating to our business and our results of operations, the benefits or results of the Marel Transaction, our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. The factors that could cause our actual results to differ materially from expectations include, but are not limited to, the following factors:

Current wording

This Quarterly Report on Form 10-Q, our Annual Report on Form 10-K and other materials filed or to be filed by us with the Securities and Exchange Commission, as well as information in oral statements or other written statements made or to be made by us, contain statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or the negative version of those words or other comparable words and phrases. Any forward-looking statements contained in this Form 10-Q are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. These forward-looking statements include, among others, statements relating to our business and our results of operations, our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. The factors that could cause our actual results to differ materially from expectations include, but are not limited to, the following factors:

Previous wording

•unanticipated delays or accelerations in our sales cycles;

Current wording

•unanticipated delays or acceleration in our sales cycles;

Previous wording

•changes to tariffs, trade regulation, quotas, or duties;

Current wording

•changes to tariffs, trade regulations, quotas, or duties;

Previous wording

•cyber-security risks such as network intrusion or ransomware schemes;

Current wording

•cybersecurity risks such as network intrusion or ransomware schemes;

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, 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.

Current wording

•our convertible note hedge and warrant transactions;

Previous wording

JBT Marel Corporation is a leading global food and beverage technology solutions provider to high-value segments of the food and beverage industry. JBT Marel brings together the combined strengths of JBT and Marel with the goal of transforming the future of food.

Current wording

JBT Marel Corporation is a leading global food and beverage technology solutions provider to high-value segments of the food and beverage industry. Fueled by our purpose, to transform the future of food, we help our customers maximize production output and performance through our diverse food application knowledge and integrated solutions offerings.

Previous 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.

Current wording

On January 2, 2025, the Company closed the acquisition of Marel, a multi-national food processing company based in Gardabaer, Iceland that manufactures equipment and provides other services for food processing in the poultry, meat, fish, and pet food 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.

Previous wording

(1) Refer to the 'Reconciliation of Non-GAAP Measures' section below for additional information on Adjusted EBITDA from continuing operations.

Current wording

(1) Refer to the 'Reconciliation of Non-GAAP Measures' section below for additional information on Adjusted EBITDA.

Previous 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.

Current wording

Total revenue for the three months ended March 31, 2026 increased $82 million or 9.6% compared to the same period in 2025. Organic revenue contributed $30 million and foreign currency translation was favorable by $52 million compared to the prior year. The increase in organic revenue was primarily the result of increases in volume for recurring and non-recurring revenue.

Previous 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.

Current wording

Pension expense, other than service cost decreased $147 million compared to the same period in the prior year. This decrease was primarily due to the settlement charge of $147 million recognized in the first quarter of 2025 upon the termination of the U.S. qualified defined benefit pension plan.

Previous 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.

Current wording

The effective tax rate on the Company’s net loss for the three months ended March 31, 2025 was 21.1%. The tax benefit for the period was reduced by discrete items totaling $2 million, primarily driven by non-deductible acquisition costs.

Previous wording

(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 wording

(1) Refer to Note 14. Business Segment Information of the Notes to Condensed Consolidated Financial Statements for additional information on segment Adjusted EBITDA.

Previous wording

We present non-GAAP financial measures in this quarterly report on Form 10-Q. These non-GAAP financial measures adjust for certain amounts that are otherwise included or excluded from a measure calculated under U.S. GAAP. By adjusting for these items, we believe we provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP financial measures in financial and operational evaluation, planning and forecasting. We also believe that these non-GAAP measures are useful to investors as a way to evaluate and compare our operating performance against peers in the Company's industry. The adjustments generally fall within the following categories: restructuring costs, M&A related costs, pension-related costs, constant currency adjustments and other major items affecting comparability of our ongoing operating results.

Current wording

We present non-GAAP financial measures in this quarterly report on Form 10-Q. These non-GAAP financial measures adjust for certain amounts that are otherwise included or excluded from a measure calculated under U.S. GAAP. By adjusting for these items, we believe we provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP financial measures in financial and operational evaluation, planning and forecasting. We also believe that these non-GAAP measures are useful to investors as a way to evaluate and compare our operating performance against peers in the Company's industry. The adjustments generally fall within the following categories: restructuring related costs, M&A related costs, pension-related costs, and other major items affecting comparability of our ongoing operating results.

Previous wording

•Adjusted EBITDA and Adjusted EBITDA margin: We define Adjusted EBITDA as earnings adjusted for income taxes, interest expense (income), net, other financing income, pension expense other than service cost, restructuring, M&A related costs and depreciation and amortization, including acquisition related depreciation and amortization. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.

Current wording

•Adjusted EBITDA and Adjusted EBITDA margin: We define Adjusted EBITDA as earnings adjusted for income taxes, interest expense (income), net, other financing income, pension expense other than service cost, restructuring related costs, M&A related costs and depreciation and amortization, including acquisition related depreciation and amortization. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.

Previous wording

•Adjusted income from continuing operations and Adjusted diluted earnings per share from continuing operations: We adjust earnings for restructuring expense, M&A related costs, which include integration costs, amortization of inventory step-up from business combinations, impacts of foreign currency derivatives and trades to hedge variability of exchange rates on the cash consideration paid for business combination, advisory and transaction costs for both potential and completed M&A transactions and strategy (“M&A related costs”), acquisition related amortization and depreciation, amortization of debt issuance costs related to bridge financing for potential M&A transactions, non-cash pension plan related settlement costs and the related tax impact.

Current wording

•Adjusted income and Adjusted diluted earnings per share: We adjust earnings for restructuring related costs, M&A related costs, which include integration costs, amortization of inventory step-up from business combinations, impacts of foreign currency derivatives and trades to hedge variability of exchange rates on the cash consideration paid for business combination, advisory and transaction costs for both potential and completed M&A transactions and strategy, acquisition related amortization and depreciation, amortization of debt issuance costs related to financing for M&A transactions, non-cash pension plan related settlement costs and the related tax impact.

Previous wording

•Free cash flow: We define free cash flow as cash provided by continuing operating activities, less capital expenditures, plus proceeds from sale of fixed assets and pension contributions. For free cash flow purposes, we consider contributions to pension plans to be more comparable to the payment of debt, and therefore exclude these contributions from the calculation of free cash flow.

Current wording

•Free cash flow: We define free cash flow as cash provided by operating activities, less capital expenditures, plus proceeds from sale of fixed assets and pension contributions.

Previous wording

The following table presents a reconciliation of the Company's reported (loss) income from continuing operations to Adjusted EBITDA from continuing operations.

Current wording

The following table presents a reconciliation of the Company's reported income (loss) to Adjusted EBITDA.

Previous wording

(3) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business.

Current wording

(3) Restructuring and related costs, net incurred as a direct result of the restructuring program primarily consists of severance and related costs and are excluded as they are not part of the ongoing operations of our underlying business.

Previous 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.

Current wording

(4) M&A related costs for the three months ended March 31, 2026, include advisory, strategy and integration related costs for completed M&A transactions. 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

The table below provides a reconciliation of income from continuing operations as reported to adjusted income from continuing operations and adjusted diluted earnings per share from continuing operations.

Current wording

The table below provides a reconciliation of income (loss) as reported to adjusted income and adjusted diluted earnings per share.

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 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.

Current wording

In the first quarter of 2025, the Company implemented a restructuring plan (the “JBT Marel 2025 Integration Restructuring Plan”) to achieve a portion of its synergy targets 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 includes streamlining operations and adjusting our general and administrative infrastructure to meet the strategic needs of the Company. The total estimated cost in connection with this plan is in the range of $55 million to $60 million. The Company recognized cumulative restructuring charges of $29 million through March 31, 2026 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 $10.0 million.

Current wording

Cumulative cost savings for the JBT Marel 2025 Integration restructuring plan are expected to be between $65 million and $75 million.

Previous 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.

Current wording

For the three months ended March 31, 2026, we had total operating cash flows of $119 million. Our liquidity as of March 31, 2026, or cash plus borrowing ability under our existing revolving credit facility, was $2.1 billion.

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 $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.

Current wording

In the second quarter of 2026, the Company's 0.25% Convertible Senior Notes, which were originally issued in the second quarter of 2021, are scheduled to mature. The Company expects to satisfy the outstanding principal amount of $403 million through cash repayment at maturity, utilizing cash on hand or available under our revolving credit facility. Based on our current capital allocation objectives, we anticipate capital expenditures to be between $105 million and $120 million during 2026. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. During 2026, 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 in the first quarter of 2025.

Previous wording

Additionally, the cash flows generated by our continuing operations are expected to be sufficient to satisfy our principal cash requirements that include our working capital needs, new product development, restructuring expenses, capital expenditures, income taxes, debt interest and repayments, dividends, and other financing arrangements.

Current wording

Additionally, the cash flows generated by our operations are expected to be sufficient to satisfy our principal cash requirements that include our working capital needs, new product development, restructuring expenses, capital expenditures, income taxes, debt interest and repayments, dividends, and other financing arrangements.

Previous 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.

Current wording

As of March 31, 2026, we had $211 million of cash and cash equivalents, $103 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 and capital expenditures 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 nine months ended September 30, 2025 and 2024 were as follows:

Current wording

Cash flows for the three months ended March 31, 2026 and 2025 were as follows:

Previous wording

Cash provided by continuing operating activities during the nine months ended September 30, 2025 was $224.3 million, representing a $120.4 million increase compared to the same period in 2024. This increase was driven primarily by higher collections of customer advanced payments and trade receivables and lower payments of accounts payable, partially offset by higher purchases of inventory during the period.

Current wording

Cash provided by operating activities during the three months ended March 31, 2026 was $119 million, representing a $85 million increase compared to the same period in 2025. The increase was driven by higher net income, increased customer advance collections, and lower accounts payable payments, partially offset by higher inventory purchases and receivable growth.

Previous wording

Cash required by investing activities was $1,811.3 million during the nine months ended September 30, 2025, compared to cash required of $31.8 million during the same period in 2024. The cash outflow during the period was primarily due to the acquisition of Marel.

Current wording

Cash required by investing activities was $19 million during the three months ended March 31, 2026, compared to cash required of $1,766 million during the same period in 2025. The decrease in cash outflows during the period reflects the absence of acquisition-related payments, as the acquisition of Marel occurred in the first quarter of 2025.

Previous wording

As of September 30, 2025, we had $62.7 million drawn on and $1.7 billion of availability under the revolving credit facility.

Current wording

As of March 31, 2026, we had $1.8 billion of availability under the revolving credit facility.

Previous wording

On January 2, 2025, we executed takeout financing consisting of an amended and restated 5-year, $1.8 billion revolving credit facility and a 7-year, $900 million senior secured term loan B. Through the second quarter of 2025, the amended revolving credit facility retained the same pricing grid as our previous revolving credit facility. During the third quarter of 2025, we amended the Second A&R Credit Agreement, revising the pricing grid on the revolving credit facility. Through the second quarter of 2025, the Term Loan B provided for secured pricing of SOFR plus 225 basis points. During the third quarter of 2025, we amended the Second A&R Credit Agreement to provide for secured pricing of SOFR plus 175 basis points.

Current wording

On January 2, 2025, we executed takeout financing consisting of an amended and restated 5-year, $1.8 billion revolving credit facility and a 7-year, $900 million senior secured term loan B.

Previous wording

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.

Current wording

Concurrently with the issuances of the 2026 Notes and the 2030 Notes, we entered into convertible note hedge transactions and warrant transactions.

Previous wording

As of September 30, 2025, a portion of our total gross outstanding debt of $1,937.0 million effectively remained fixed rate debt, with the 2026 Notes and the 2030 Notes subject to a fixed rate of 0.25% and 0.375%, respectively. Our revolving credit facility and Term Loan B are subject to floating, or market rates, in addition to a premium charged for their respective credit spreads. Approximately $959.5 million or 50% of the total debt balance as of September 30, 2025 was variable rate debt and subject to floating rates.

Current wording

As of March 31, 2026, a portion of our total gross outstanding debt of $1,869 million effectively remained fixed rate debt, with the 2026 Notes and the 2030 Notes subject to a fixed rate of 0.25% and 0.375%, respectively. Our revolving credit facility and Term Loan B are subject to floating, or market rates, in addition to a premium charged for their respective credit spreads. Approximately $892 million or 48% of the total debt balance as of March 31, 2026 was variable rate debt and subject to floating rates.

Previous wording

On January 3, 2025, we entered into five cross-currency swaps expiring in January 2032 related to the portion of the U.S. dollar denominated Term Loan B debt drawn down by JBT Marel's European entity. These cross currency swap agreements have a combined notional amount of $696.5 million and synthetically swapped an average SOFR interest rate of 4.33% with an average EURIBOR rate of 2.26% for the nine months ended September 30, 2025, to hedge the impact of variability in exchange rates on the U.S. dollar dominated debt and related interest payments, excluding credit spread, by our euro-functional entity.

Current wording

On January 3, 2025, we entered into five cross-currency swaps expiring in January 2032 related to the portion of the U.S. dollar denominated Term Loan B debt drawn down by JBT Marel's European entity. These cross currency swap agreements have a combined notional amount of $693 million and synthetically swapped an average SOFR interest rate of 3.69% with an average EURIBOR rate of 1.93% for the three months ended March 31, 2026, to hedge the impact of variability in exchange rates on the U.S. dollar dominated debt and related interest payments, excluding credit spread, by our euro-functional entity.

Previous wording

Other than discussed below, there have been no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the period ended September 30, 2025. Refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our critical accounting estimates.

Current wording

There were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the period ended March 31, 2026. Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our critical accounting estimates.