JBT MAREL Corp
For the period ended Nov 3, 2026. Filed Nov 3, 2026.
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Nov 3, 2026 · Filed Nov 3, 2026
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Contents
EX-99.1 · Forward-Looking Statements
Forward-Looking Statements
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond JBT Marel's ability to control. 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: fluctuations in our financial results; termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high inflation; catastrophic loss at any of our facilities and business continuity of our information systems; loss of key management and other personnel; our ability to remediate the material weaknesses relating to the Marel financial statements; deterioration of economic conditions, including impacts from supply chain delays and reduced material or component availability; unanticipated delays or acceleration in our sales cycles; inflationary pressures, including increases in energy, raw material, freight, and labor costs; changes in food consumption patterns; weather conditions and natural disasters; impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products; work stoppages; customer sourcing initiatives; competition and innovation in our industries; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; changes to tariffs, trade regulations, quotas, or duties; potential liability arising out of the installation or use of our systems; the impact of climate change and environmental protection initiatives; our ability to comply with U.S. and international laws governing our operations and industries; increases in tax liabilities; risks related to acquisitions, such as our ability to integrate the acquisitions we have consummated, including the integration of the legacy businesses of JBT and Marel; our ability to develop and introduce new or enhanced products and services and keep pace with technological developments; difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement; cybersecurity risks such as network intrusion or ransomware schemes; our convertible note hedge and warrant transactions; the maintenance of two stock exchange listings; fluctuations in currency exchange rates and interest rates; our level of indebtedness; availability of and access to financial and other resources; and the factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and any future Quarterly Report on Form 10-Q.
If one or more of those or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this release are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.
Investors & Media:
Marlee Spangler
IR@jbtmarel.com
+1 (312) 861-5784
| JBT MAREL CORPORATION | ||||
|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||
| (Unaudited and in millions, except per share data) | ||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Revenue | $994 | $1,001 | $2,911 | $2,790 |
| Cost of sales | 641 | 642 | 1,870 | 1,804 |
| Gross profit | 353 | 359 | 1,041 | 986 |
| Gross profit margin | 35.5% | 35.9% | 35.8% | 35.4% |
| Selling, general and administrative expense | 253 | 258 | 827 | 869 |
| Operating income | 100 | 102 | 214 | 117 |
| Operating income margin | 10.1% | 10.2% | 7.4% | 4.2% |
| Pension expense, other than service cost | — | — | — | 147 |
| Loss on investment | — | — | — | 11 |
| Interest expense, net | 13 | 21 | 36 | 91 |
| Other income | (1) | (3) | (5) | (8) |
| Income (loss) before income taxes | 88 | 84 | 183 | (124) |
| Income tax provision (benefit) | 18 | 17 | 40 | (21) |
| Net income (loss) | $70 | $66 | $143 | $(104) |
| Earnings (loss) per share: | ||||
| Basic | $1.35 | $1.26 | $2.74 | $(2.00) |
| Diluted | $1.34 | $1.26 | $2.73 | $(2.00) |
| Weighted average shares outstanding: | ||||
| Basic | 51.5 | 52.0 | 51.9 | 51.9 |
| Diluted | 51.6 | 52.3 | 52.0 | 51.9 |
| Other business information from operations: | ||||
| Inbound orders | $976 | $946 | $3,076 | $2,800 |
| Orders backlog | $1,516 | $1,339 | ||
| JBT MAREL CORPORATION | ||||
|---|---|---|---|---|
| NON-GAAP FINANCIAL MEASURES | ||||
| RECONCILIATION OF DILUTED EARNINGS PER SHARE TO ADJUSTED DILUTED EARNINGS PER SHARE | ||||
| (Unaudited and in millions, except per share data) | ||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Net income (loss) | $70 | $66 | $143 | $(104) |
| Non-GAAP adjustments | ||||
| Restructuring and related costs, net (1) | 7 | 7 | 17 | 24 |
| M&A related costs (2) | 9 | 6 | 28 | 100 |
| Impairment of intangible assets (3) | — | — | 33 | — |
| Acquisition related amortization and depreciation (4) | 39 | 33 | 126 | 133 |
| Loss on investment | — | — | — | 11 |
| Amortization of debt issuance costs (5) | 3 | — | 3 | 12 |
| Impact from tax provision on Non-GAAP adjustments (6) | (15) | (11) | (52) | (63) |
| Recognition of non-cash pension plan related settlement costs | — | — | — | 147 |
| Impact on tax provision from non-cash pension plan related settlement costs | — | — | — | (37) |
| Discrete tax adjustment from M&A activity | — | — | — | 5 |
| Adjusted income | $113 | $102 | $298 | $230 |
| Net income (loss) | $70 | $66 | $143 | $(104) |
| Total shares and dilutive securities | 51.6 | 52.3 | 52.0 | 51.9 |
| Diluted earnings (loss) per share | $1.34 | $1.26 | $2.73 | $(2.00) |
| Adjusted income | $113 | $102 | $298 | $230 |
| Total shares and dilutive securities | 51.6 | 52.3 | 52.0 | 51.9 |
| Adjusted diluted earnings per share | $2.19 | $1.94 | $5.73 | $4.42 |
| (1) Costs associated with restructuring actions, primarily consisting of severance and related employee costs. These costs are not considered reflective of our ongoing operating performance. | ||||
| (2) Advisory, strategy, integration, and other costs associated with completed M&A transactions. These costs are directly attributable to the integration of acquired businesses and are not considered indicative of our ongoing operating performance. | ||||
| (3) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026. This charge is not considered reflective of our ongoing operating performance. | ||||
| (4) Amortization and depreciation resulting from the fair value adjustments recorded in connection with acquisitions. These expenses are not considered indicative of our ongoing operating performance and are directly attributable to acquired businesses. | ||||
| (5) Includes non-cash charges for unamortized debt issuance costs related to debt repayments and financing terminations. | ||||
| (6) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for each period shown. | ||||
| The above table reports adjusted income and adjusted diluted earnings per share, which are non-GAAP financial measures. We use these measures internally to make operating decisions and for the planning and forecasting of future periods, and therefore provide this information to investors because we believe it allows more meaningful period-to-period comparisons of our ongoing operating results, without the fluctuations in the amount of certain costs that do not reflect our underlying operating results. | ||||
| JBT MAREL CORPORATION | ||||
|---|---|---|---|---|
| NON-GAAP FINANCIAL MEASURES | ||||
| RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA | ||||
| (Unaudited and in millions) | ||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Net income (loss) | $70 | $66 | $143 | $(104) |
| Income tax provision (benefit) | 18 | 17 | 40 | (21) |
| Interest expense, net | 13 | 21 | 36 | 91 |
| Other financing income (1) | (1) | (3) | (5) | (8) |
| Restructuring and related costs, net (2) | 7 | 7 | 17 | 24 |
| M&A and related costs (3) | 9 | 6 | 28 | 100 |
| Impairment of intangible assets (4) | — | — | 33 | — |
| Loss on investment | — | — | — | 11 |
| Pension expense, other than service cost (5) | — | — | — | 147 |
| Depreciation and amortization (6) | 63 | 55 | 197 | 199 |
| Adjusted EBITDA | $179 | $171 | $489 | $439 |
| Total revenue | $994 | $1,001 | $2,911 | $2,790 |
| Net income (loss) margin | 7.0% | 6.7% | 4.9% | (3.7)% |
| Adjusted EBITDA margin | 18.0% | 17.1% | 16.8% | 15.7% |
| (1) Other financing income represents transaction gains from fair value hedges on our foreign currency denominated debt, which are considered non-operating as they relate to the cost of borrowing on debt. | ||||
| (2) Costs associated with restructuring actions, primarily consisting of severance and related employee costs. These costs are not considered reflective of our ongoing operating performance. | ||||
| (3) Advisory, strategy, integration, and other costs associated with completed M&A transactions that are not considered indicative of our ongoing operating performance and are directly attributable to the integration of acquired businesses. | ||||
| (4) Non-cash impairment charge related to acquired intangible assets recorded in the second quarter of 2026. This charge is not considered reflective of our ongoing operating performance. | ||||
| (5) Pension expense, other than service cost, is excluded as it represents all non service-related pension expense, which consists of non-cash interest cost, expected return on plan assets, amortization of actuarial gains and losses, and settlement charges. | ||||
| (6) Depreciation and amortization, including acquisition related amortization and depreciation expense, is excluded to determine EBITDA. | ||||
| The above table reports Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures. We use Adjusted EBITDA and Adjusted EBITDA margin internally to make operating decisions and believe that Adjusted EBITDA is useful to investors as a measure of the Company’s operational performance and a way to evaluate and compare operating performance against peers in the Company's industry. | ||||
| JBT MAREL CORPORATION | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| SEGMENT RESULTS | |||||||||
| (Unaudited and in millions) | |||||||||
| Three Months Ended September 30, 2026 · Three Months Ended September 30, 2025 | |||||||||
| (In millions) · Protein Solutions · Prepared Food and Beverage Solutions · Total · Protein Solutions · Prepared Food and Beverage Solutions · Total | |||||||||
| Revenue | $469 | $525 | $441 | $560 | |||||
| Less: | |||||||||
| Cost of sales | 295 | 346 | 269 | 373 | |||||
| Research and development | 9 | 6 | 22 | 9 | |||||
| Other segment items (1) | 90 | 101 | 73 | 108 | |||||
| Add: | |||||||||
| Depreciation and amortization | 30 | 29 | 16 | 32 | |||||
| Segment Adjusted EBITDA | $105 | $101 | $206 | $94 | $102 | $196 | |||
| Less: | |||||||||
| Interest expense, net | 13 | 21 | |||||||
| Other income | (1) | (3) | |||||||
| Restructuring and related costs, net | 7 | 7 | |||||||
| M&A related costs | 9 | 6 | |||||||
| Depreciation and amortization | 63 | 55 | |||||||
| Unallocated amounts: | |||||||||
| Corporate expense (2) | 27 | 26 | |||||||
| Income before income taxes | $88 | $84 | |||||||
| (1) Other segment items for each reportable segment include operating expenses, which primarily consist of selling, general and administrative expenses and corporate and shared service expenses allocated to each segment based upon benefits received. Other segment items exclude the impact of restructuring, M&A and other one-time related costs as they do not reflect the ongoing operations of the underlying business. | |||||||||
| (2) Corporate expense is primarily comprised of unallocated selling, general and administrative expenses and activity that does not meet the criteria of a reportable segment. Corporate expense excludes the impact of depreciation and amortization, restructuring, M&A and other one-time related and non-operating costs shown separately in the table above. | |||||||||
| JBT MAREL CORPORATION | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| SEGMENT RESULTS | |||||||||
| (Unaudited and in millions) | |||||||||
| Nine Months Ended September 30, 2026 · Nine Months Ended September 30, 2025 | |||||||||
| (In millions) · Protein Solutions · Prepared Food and Beverage Solutions · Total · Protein Solutions · Prepared Food and Beverage Solutions · Total | |||||||||
| Revenue | $1,396 | $1,515 | $1,240 | $1,550 | |||||
| Less: | |||||||||
| Cost of sales | 866 | 1,004 | 786 | 1,017 | |||||
| Research and development | 31 | 19 | 63 | 29 | |||||
| Other segment items (1) | 279 | 320 | 235 | 321 | |||||
| Add: | |||||||||
| Depreciation and amortization | 97 | 89 | 87 | 91 | |||||
| Segment Adjusted EBITDA | $317 | $261 | $578 | $243 | $274 | $517 | |||
| Less: | |||||||||
| Interest expense, net | 36 | 91 | |||||||
| Other income | (5) | (8) | |||||||
| Pension expense, other than service cost | — | 147 | |||||||
| Restructuring and related costs, net | 17 | 24 | |||||||
| M&A related costs | 28 | 100 | |||||||
| Impairment of intangible assets | 33 | — | |||||||
| Loss on investment | — | 11 | |||||||
| Depreciation and amortization | 197 | 199 | |||||||
| Unallocated amounts: | |||||||||
| Corporate expense (2) | 89 | 77 | |||||||
| Income before income taxes | $183 | $(124) | |||||||
| (1) Other segment items for each reportable segment include operating expenses, which primarily consist of selling, general and administrative expenses and corporate and shared service expenses allocated to each segment based upon benefits received. Other segment items exclude the impact of restructuring, M&A and other one-time related costs as they do not reflect the ongoing operations of the underlying business. | |||||||||
| (2) Corporate expense is primarily comprised of unallocated selling, general and administrative expenses and activity that does not meet the criteria of a reportable segment. Corporate expense excludes the impact of depreciation and amortization, restructuring, M&A and other one-time related and non-operating costs shown separately in the table above. | |||||||||
| JBT MAREL CORPORATION | ||
|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||
| (Unaudited and in millions) | ||
| September 30, 2026 | December 31, 2025 | |
| Assets | ||
| Cash and cash equivalents | $98 | $168 |
| Restricted cash | 19 | 19 |
| Trade receivables, net of allowances | 451 | 443 |
| Contract assets | 170 | 119 |
| Inventories | 704 | 644 |
| Other current assets | 202 | 190 |
| Total current assets | 1,644 | 1,583 |
| Property, plant and equipment, net | 759 | 793 |
| Goodwill | 3,379 | 3,428 |
| Intangible assets, net | 1,931 | 2,122 |
| Other assets | 256 | 265 |
| Total Assets | $7,969 | $8,191 |
| Liabilities and Stockholders' Equity | ||
| Short-term debt | $7 | $412 |
| Accounts payable, trade and other | 296 | 262 |
| Advance and progress payments | 520 | 518 |
| Accrued payroll | 158 | 170 |
| Other current liabilities | 295 | 260 |
| Total current liabilities | 1,276 | 1,622 |
| Long-term debt | 1,687 | 1,470 |
| Deferred tax liabilities | 357 | 383 |
| Other liabilities | 220 | 252 |
| Common stock and additional paid-in capital | 2,613 | 2,718 |
| Retained earnings | 1,591 | 1,465 |
| Accumulated other comprehensive income | 225 | 281 |
| Total stockholders' equity | 4,429 | 4,464 |
| Total liabilities and stockholders' equity | $7,969 | $8,191 |
| JBT MAREL CORPORATION | ||
|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
| (Unaudited and in millions) | ||
| Nine Months Ended September 30, | ||
| 2026 | 2025 | |
| Cash flows from operating activities: | ||
| Net income (loss) | $143 | $(104) |
| Adjustments to reconcile income (loss) to cash provided by operating activities: | ||
| Depreciation and amortization | 197 | 199 |
| Stock-based compensation | 26 | 17 |
| Impairment of intangible assets | 33 | — |
| Pension and other post-retirement benefits expense | — | 148 |
| Other, net | 11 | 52 |
| Changes in operating assets and liabilities | ||
| Trade accounts receivable, net | (64) | 32 |
| Inventories | (63) | (69) |
| Accounts payable, trade and other | 41 | 23 |
| Advance and progress payments | 12 | 3 |
| Other assets and liabilities, net | (16) | (77) |
| Cash provided by operating activities | 320 | 224 |
| Cash flows from investing activities: | ||
| Acquisitions, net of cash acquired | — | (1,746) |
| Capital expenditures | (77) | (70) |
| Proceeds from disposal of assets | 9 | 5 |
| Proceeds from net investment hedge settlement | 18 | — |
| Cash required by investing activities | (50) | (1,811) |
| Cash flows from financing activities | ||
| Net proceeds (repayments of) domestic credit facilities, net of debt issuance costs | 415 | (829) |
| Net (repayments of) proceeds from Term loan B, net of debt issuance costs | (203) | 892 |
| Proceeds from issuance of 2030 convertible senior notes, net of debt issuance costs | — | 559 |
| Purchase of convertible bond hedge | — | (79) |
| Proceeds from sale of warrants | — | 51 |
| Repayment of 2026 Notes | (403) | — |
| Settlement of deal contingent hedge | — | (43) |
| Dividends | (17) | (16) |
| Common stock repurchases | (120) | — |
| Other, net | (10) | (46) |
| Cash (required) provided by financing activities | (338) | 491 |
| Net (decrease) increase in cash, cash equivalents and restricted cash | (68) | (1,096) |
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (2) | 1 |
| Net (decrease) increase in cash, cash equivalents and restricted cash | $(70) | $(1,095) |
| Cash and cash equivalents from operations, beginning of period | 187 | 1,228 |
| Add: Net (decrease) increase in cash and cash equivalents | (70) | (1,095) |
| Cash, cash equivalents and restricted cash from operations, end of period | $117 | $133 |
| JBT MAREL CORPORATION | ||
|---|---|---|
| NON-GAAP FINANCIAL MEASURES | ||
| FREE CASH FLOW | ||
| (Unaudited and in millions) | ||
| Nine Months Ended September 30, | ||
| 2026 | 2025 | |
| Cash provided by operating activities | $320 | $224 |
| Less: capital expenditures | 77 | 70 |
| Plus: proceeds from disposal of assets | 9 | 5 |
| Plus: pension contributions | — | 4 |
| Free cash flow (FCF) | $252 | $163 |
| The above table reports free cash flow, which is a non-GAAP financial measure. We use free cash flow internally as a key indicator of our liquidity and ability to service debt, invest in business combinations, and return money to shareholders and believe this information is useful to investors because it provides an understanding of the cash available to fund these initiatives. | ||
| JBT MAREL CORPORATION | |||||
|---|---|---|---|---|---|
| NET DEBT CALCULATION | |||||
| (Unaudited and in millions) | |||||
| As of Quarter Ended · Change From | |||||
| Q3 2026 | Q4 2025 | Q3 2025 | Prior Year-End | Prior Year | |
| Total debt | $1,694 | $1,882 | $1,907 | $(188) | $(213) |
| Less: cash and marketable securities | 98 | 168 | 115 | (70) | (17) |
| Net debt | $1,596 | $1,714 | $1,792 | $(118) | $(196) |
| JBT MAREL CORPORATION | |
|---|---|
| BANK TOTAL NET LEVERAGE RATIO CALCULATION | |
| (Unaudited and in millions) | |
| Q3 2026 | |
| Total debt | $1,694 |
| Less: cash and marketable securities | 98 |
| Net debt | 1,596 |
| Other items considered debt under the credit agreement | 45 |
| Consolidated total indebtedness(1) | $1,641 |
| Trailing twelve months adjusted EBITDA | 651 |
| Other adjustments net to earnings under the credit agreement | 13 |
| Consolidated EBITDA(1) | $664 |
| Bank total net leverage ratio (Consolidated total indebtedness / Consolidated EBITDA) | 2.47 |
| Total net debt to trailing twelve months adjusted EBITDA | 2.45 |
| (1) As defined in the credit agreement. | |
| JBT MAREL CORPORATION | |
|---|---|
| NON-GAAP FINANCIAL MEASURES | |
| RECONCILIATION OF DILUTED EARNINGS PER SHARE | |
| TO ADJUSTED DILUTED EARNINGS PER SHARE GUIDANCE | |
| (Unaudited and in cents) | |
| Guidance | |
| Full Year 2026 | |
| Diluted earnings per share | $4.30 - $4.60 |
| Non-GAAP adjustments: | |
| Restructuring related costs(1) | ~ 0.46 |
| M&A related costs(2) | ~ 0.64 |
| Amortization of debt issuance costs (3) | ~ 0.05 |
| Impairment of intangible assets(4) | ~ 0.64 |
| Acquisition related amortization and depreciation(5) | ~ 3.23 |
| Impact on tax provision from Non-GAAP adjustments(6) | ~ (1.22) |
| Adjusted diluted earnings per share | $8.10 - $8.40 |
| (1) Restructuring and related costs are estimated to be approximately $24 million for the full year 2026. The amount has been divided by our estimate of 51.8 million total shares and dilutive securities to derive earnings per share. | |
| (2) M&A related costs are estimated to be approximately $33 million for the full year 2026. The amount has been divided by our estimate of 51.8 million total shares and dilutive securities to derive earnings per share. | |
| (3) Amortization of debt issuance costs is estimated to be approximately $3 million for the full year 2026. The amount has been divided by our estimate of 51.8 million total shares and dilutive securities to derive earnings per share. | |
| (4) Non-cash impairment charge related to acquired intangible assets is $33M in the second quarter of 2026. The amount has been divided by our estimate of 51.8 million total shares and dilutive securities to derive earnings per share. | |
| (5) Acquisition related amortization and depreciation is expected to be approximately $168 million for the full year 2026. The amount has been divided by our estimate of 51.8 million total shares and dilutive securities to derive earnings per share. | |
| (6) Impact on tax provision for 2026 tax provision on non-GAAP adjustments was calculated using a tax rate of approximately 23% based on a estimate of the tax rate of the country in which the non-GAAP adjustments are originating. | |
| JBT MAREL CORPORATION | |
|---|---|
| NON-GAAP FINANCIAL MEASURES | |
| RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA GUIDANCE | |
| (Unaudited and in millions) | |
| Guidance | |
| Full Year 2026 | |
| Net Income | $224 - $238 |
| Income tax provision | $67 - $71 |
| Interest expense, net | ~ 46 |
| Other financing income | ~ (6) |
| Restructuring related costs | ~ 24 |
| M&A related costs | ~ 33 |
| Impairment of intangible assets | ~ 33 |
| Depreciation and amortization | ~ 261 |
| Adjusted EBITDA | $681 - $700 |
| Revenue | $3,950 - $4,000 |
| Net income margin | 5.6% - 6.0% |
| Adjusted EBITDA margin | 17.25% - 17.50% |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.