Core Insights - JBT Marel Corporation has released its 2024 Sustainability Report titled "Shaping the Future of Food Together" [1] - The report emphasizes the company's commitment to creating a meaningful impact across various stakeholders including customers, employees, communities, and the broader food ecosystem [1] - CEO Brian Deck stated that sustainability is viewed as a responsibility rather than just a goal, highlighting the importance of current actions in shaping the future [1]

Core Insights - JBT Marel, a leader in food processing technology, will showcase innovations at Pack Expo Las Vegas from September 29 to October 1 [1] - This event marks the first Pack Expo since the merger of JBT and Marel in early 2025, highlighting their commitment to transforming the future of food [1] Company Developments - The company will launch a new product, feature a VR immersive room, and conduct a live chef demonstration at their booth N8612 [1] - The merger aims to unite the strengths of both companies to enhance food processing solutions [1]

Core Insights - Gladstone Commercial (GOOD) has executed a 10-year, one-month lease extension with JBT Marel Corporation for a 67,200 square foot industrial building in Chalfont, PA, marking the third extension since the original purchase [1][3][7] - JBT Marel is a global technology solutions provider for the food and beverage sector, focusing on design, production, and servicing of products and systems, including automated guided vehicle systems for various applications [2] - The lease extension indicates JBT Marel's long-term commitment to the facility, securing a reliable tenant for Gladstone and enhancing portfolio stability [3] Company Performance - Over the past month, shares of Gladstone Commercial have declined by 4%, contrasting with the industry's growth of 2.5% [4] - The Zacks Consensus Estimate for Plymouth Industrial REIT's 2025 FFO per share has increased by 2 cents to $1.88, while Crown Castle's estimate has moved up by 3 cents to $4.21 [5][8]

PART I — FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS](index=2&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements of JBT Marel Corporation, including statements of income, comprehensive income, balance sheets, cash flows, and changes in stockholders' equity, along with detailed notes explaining the company's business, recent Marel acquisition, debt structure, pension changes, revenue recognition, and other financial details for the periods ended June 30, 2025 and 2024 [Condensed Consolidated Statements of Income](index=2&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20INCOME) JBT Marel Corporation reported a net income of $3.4 million for the three months ended June 30, 2025, a significant decrease from $30.7 million in the prior year period, and a net loss of $169.6 million for the six months ended June 30, 2025, compared to a net income of $53.5 million in 2024, primarily due to increased operating expenses, pension expense, loss on investment, and interest expense, largely due to the Marel acquisition | Metric (in millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Revenue | $934.8 | $402.3 | $1,788.9 | $794.6 | | Operating Income | $48.4 | $26.8 | $15.0 | $55.9 | | Net Income (Loss) | $3.4 | $30.7 | $(169.6) | $53.5 | | Basic EPS | $0.07 | $0.96 | $(3.27) | $1.67 | | Diluted EPS | $0.07 | $0.95 | $(3.27) | $1.66 | [Condensed Consolidated Statements of Comprehensive Income](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME) The company's comprehensive income for the three months ended June 30, 2025, was $268.8 million, a substantial increase from $27.3 million in the prior year, primarily due to significant foreign currency translation adjustments, with the six-month period showing a similar trend | Metric (in millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net (Loss) Income | $3.4 | $30.7 | $(169.6) | $53.5 | | Foreign Currency Translation Adjustments | $269.1 | $(2.7) | $422.6 | $(21.0) | | Pension and Other Postretirement Benefits Adjustments | $— | $1.0 | $112.1 | $1.6 | | Derivatives Designated as Hedges | $(3.7) | $(1.7) | $(23.3) | $(2.6) | | Other Comprehensive Income | $265.4 | $(3.4) | $511.4 | $(22.0) | | Comprehensive Income | $268.8 | $27.3 | $341.8 | $31.5 | [Condensed Consolidated Balance Sheets](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2025, JBT Marel's total assets significantly increased to $8,252.6 million from $3,413.8 million at December 31, 2024, primarily due to the Marel acquisition, which led to substantial increases in goodwill, intangible assets, and inventories, with total liabilities also rising considerably due to acquisition-related debt | Metric (in millions, except per share data and number of shares) | June 30, 2025 | December 31, 2024 | | :------------------------------------------------ | :------------ | :---------------- | | Total Assets | $8,252.6 | $3,413.8 | | Cash and Cash Equivalents | $111.8 | $1,228.4 | | Goodwill | $3,101.8 | $769.1 | | Intangible Assets, net | $2,571.0 | $340.9 | | Total Current Liabilities | $1,643.7 | $535.5 | | Long-term Debt | $1,511.3 | $1,252.1 | | Total Stockholders' Equity | $4,374.9 | $1,544.2 | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, cash provided by continuing operating activities increased to $136.6 million from $32.0 million in the prior year, while cash required by investing activities significantly increased to $1,780.1 million due to the Marel acquisition, and cash provided by financing activities also saw a substantial increase to $543.4 million, driven by new debt to fund the acquisition | Metric (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------- | :----------------------------- | :----------------------------- | | Cash provided by continuing operating activities | $136.6 | $32.0 | | Cash required by continuing investing activities | $(1,780.1) | $(22.7) | | Cash provided (required) by continuing financing activities | $543.4 | $(16.4) | | Net decrease in cash, cash equivalents and restricted cash | $(1,098.4) | $(9.0) | | Cash, cash equivalents and restricted cash, end of period | $130.0 | $474.3 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20EQUITY) Total stockholders' equity increased significantly to $4,374.9 million as of June 30, 2025, from $1,544.2 million at December 31, 2024, primarily driven by the issuance of common stock related to the Marel acquisition and positive foreign currency translation adjustments, despite a net loss for the six-month period | Metric (in millions) | Balance at December 31, 2024 | Balance at June 30, 2025 | | :------------------- | :--------------------------- | :----------------------- | | Common Stock | $0.3 | $0.5 | | Additional Paid-In Capital | $234.3 | $2,731.3 | | Retained Earnings | $1,535.9 | $1,356.2 | | Accumulated Other Comprehensive Gain (Loss) | $(224.5) | $286.9 | | Total Equity | $1,544.2 | $4,374.9 | [NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=9&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) The notes provide detailed explanations for the financial statements, covering the company's business description, the strategic acquisition of Marel, changes in goodwill and intangible assets, inventory composition, pension plan termination, debt structure, accumulated other comprehensive income, revenue recognition policies, earnings per share calculations, fair value measurements, derivative instruments, lease information, commitments and contingencies, business segment reporting, restructuring activities, and related party transactions [NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION](index=9&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20BUSINESS%20AND%20BASIS%20OF%20PRESENTATION) JBT Marel Corporation provides global technology solutions to the food and beverage industry, designing, producing, and servicing sophisticated products and systems, and now operates with two reportable segments, JBT and Marel, following the Marel acquisition on January 2, 2025 - JBT Marel provides global technology solutions to high-value segments of the food and beverage industry, including design, production, and service of sophisticated products and systems[19](index=19&type=chunk) - The company completed the acquisition of Marel hf. on January 2, 2025, which significantly expanded its operations[22](index=22&type=chunk) - Post-acquisition, the company has two reportable segments: JBT (legacy operations, food production value chain, automated guided vehicles) and Marel (advanced processing equipment, systems, software, and services for poultry, meat, fish, pet food, plant-based proteins, aqua feed)[23](index=23&type=chunk) [NOTE 2. ACQUISITIONS](index=11&type=section&id=NOTE%202.%20ACQUISITIONS) On January 2, 2025, JBT Marel acquired 97.5% of Marel hf. for $4,182.3 million, aiming to create a leading global food and beverage technology solutions provider with complementary portfolios, funded by JBT shares, cash, and new debt facilities, with purchase accounting being provisional - JBT Marel acquired 97.5% of Marel hf. on January 2, 2025, for **$4,182.3 million** (net of cash acquired), to become a leading global food and beverage technology solutions provider[31](index=31&type=chunk) | Consideration Component (in millions) | Amount | | :---------------------------------- | :----- | | Value of JBT shares issued | $2,436.3 | | Cash consideration | $959.3 | | Settlement of Marel debt | $867.8 | | Settlement of Marel interest rate swaps | $3.3 | | Fair value of Marel stock options | $5.6 | | **Total Purchase Consideration** | **$4,272.3** | - The acquisition resulted in **$2,039.9 million in goodwill**, driven by anticipated cost savings, revenue enhancement synergies, and acquired workforce[36](index=36&type=chunk) - On February 4, 2025, the company acquired the remaining **2.5% of Marel's equity interests** for approximately **$88.7 million**, accounted for as an equity transaction[43](index=43&type=chunk) [NOTE 3. GOODWILL AND INTANGIBLE ASSETS](index=13&type=section&id=NOTE%203.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Goodwill significantly increased to $3,101.8 million as of June 30, 2025, from $769.1 million at December 31, 2024, primarily due to the Marel acquisition and currency translation, with intangible assets also seeing a substantial increase, amortized over estimated useful lives | Metric (in millions) | December 31, 2024 | June 30, 2025 | Change (Acquisitions + Currency) | | :------------------- | :---------------- | :------------ | :------------------------------- | | Goodwill | $769.1 | $3,101.8 | +$2,332.7 | | Customer relationship | $421.3 | $2,069.1 | +$1,647.8 | | Patents and acquired technology | $169.8 | $596.0 | +$426.2 | | Trademarks | $53.2 | $313.0 | +$259.8 | | Total Intangible Assets | $663.2 | $2,999.6 | +$2,336.4 | - Intangible asset amortization expense was **$47.5 million for Q2 2025** (vs. $11.1 million in Q2 2024) and **$86.8 million for H1 2025** (vs. $22.2 million in H1 2024)[44](index=44&type=chunk) [NOTE 4. INVENTORIES](index=13&type=section&id=NOTE%204.%20INVENTORIES) Net inventories increased significantly to $661.1 million as of June 30, 2025, from $233.1 million at December 31, 2024, primarily due to the Marel acquisition | Metric (in millions) | June 30, 2025 | December 31, 2024 | | :------------------- | :------------ | :---------------- | | Raw materials | $225.5 | $37.3 | | Work in process | $88.8 | $50.2 | | Finished goods | $373.6 | $164.9 | | Valuation adjustments | $(26.8) | $(19.3) | | **Net Inventories** | **$661.1** | **$233.1** | [NOTE 5. PENSION](index=14&type=section&id=NOTE%205.%20PENSION) Net periodic pension cost for the six months ended June 30, 2025, was $147.6 million, a substantial increase from $2.6 million in the prior year, primarily due to a $146.9 million pre-tax settlement charge recognized in Q1 2025 upon the termination of the U.S. qualified defined benefit pension plan | Metric (in millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Periodic Cost | $0.5 | $1.3 | $147.6 | $2.6 | - The company completed the termination of its U.S. qualified defined benefit pension plan on February 4, 2025, via an annuity purchase of **$178.5 million**, funded by plan assets[47](index=47&type=chunk) - A pre-tax settlement charge of **$146.9 million** was recognized in Pension expense, other than service cost, due to the plan termination[48](index=48&type=chunk) [NOTE 6. DEBT](index=14&type=section&id=NOTE%206.%20DEBT) Total debt, including the current portion, increased to $1,920.8 million as of June 30, 2025, from $1,252.1 million at December 31, 2024, primarily due to new borrowings from the Senior Secured Term Loan B and the revolving credit facility to fund the Marel acquisition, with the company subject to financial covenants | Debt Component (in millions) | Maturity Date | June 30, 2025 | December 31, 2024 | | :--------------------------- | :------------ | :------------ | :---------------- | | Revolving credit facility | Jan 2, 2030 | $638.2 | $854.0 | | Senior Secured Term Loan B | Jan 2, 2032 | $897.8 | $— | | Convertible senior notes | May 15, 2026 | $402.5 | $402.5 | | **Total Debt (net of issuance costs)** | | **$1,920.8** | **$1,252.1** | - Interest expense increased by **$27.7 million** (QoQ) and **$67.2 million** (YoY) due to higher average debt balance and interest rates from Marel acquisition funding[135](index=135&type=chunk)[151](index=151&type=chunk) - The Second A&R Credit Agreement provides for a **$1.8 billion revolving credit facility** and a **$900.0 million Senior Secured Term Loan B**, with specific leverage and interest coverage ratio covenants[32](index=32&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [NOTE 7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)](index=16&type=section&id=NOTE%207.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20INCOME%20(LOSS)) Accumulated other comprehensive income (AOCI) shifted from a loss of $(224.5) million at December 31, 2024, to a gain of $286.9 million at June 30, 2025, primarily driven by large positive foreign currency translation adjustments and pension and other postretirement liability adjustments, partially offset by derivatives designated as hedges | Metric (in millions) | Dec 31, 2024 | June 30, 2025 | Change | | :------------------- | :----------- | :------------ | :----- | | Pension and Other Postretirement Benefits | $(113.5) | $(1.4) | +$112.1 | | Derivatives Designated as Hedges | $2.1 | $(21.2) | $(23.3) | | Foreign Currency Translation | $(113.1) | $309.5 | +$422.6 | | **Total AOCI** | **$(224.5)** | **$286.9** | **+$511.4** | [NOTE 8. REVENUE RECOGNITION](index=18&type=section&id=NOTE%208.%20REVENUE%20RECOGNITION) The company expects to recognize $1.4 billion in future revenue from remaining performance obligations, with 60-70% in 2025, and reported total revenue for the three months ended June 30, 2025, was $934.8 million, with Marel contributing $480.2 million, disaggregated by type and geographical region - **$1.4 billion in revenue** is expected from remaining performance obligations, with **60-70% recognized in 2025**[72](index=72&type=chunk) | Revenue Type (in millions) | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :------------------------- | :--------------------------- | :--------------------------- | | JBT Recurring | $236.4 | $459.2 | | Marel Recurring | $248.7 | $474.8 | | JBT Non-recurring | $218.2 | $404.2 | | Marel Non-recurring | $231.5 | $450.7 | | **Total Revenue** | **$934.8** | **$1,788.9** | | Contract Balances (in millions) | June 30, 2025 | December 31, 2024 | | :------------------------------ | :------------ | :---------------- | | Contract Assets | $128.5 | $95.4 | | Contract Liabilities | $508.0 | $178.0 | [NOTE 9. EARNINGS PER SHARE](index=20&type=section&id=NOTE%209.%20EARNINGS%20PER%20SHARE) Basic and diluted EPS from continuing operations for the three months ended June 30, 2025, were $0.07, down from $0.96 and $0.95 respectively in 2024, and for the six months ended June 30, 2025, were $(3.27), a significant decrease from $1.67 and $1.66 in 2024, reflecting the net loss | Metric (in millions, except per share data) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net Income (Loss) | $3.4 | $30.7 | $(169.6) | $53.5 | | Weighted Average Shares Outstanding | 52.1 | 32.0 | 51.9 | 32.0 | | Basic EPS (Continuing Operations) | $0.07 | $0.96 | $(3.27) | $1.67 | | Diluted EPS (Continuing Operations) | $0.07 | $0.95 | $(3.27) | $1.66 | [NOTE 10. FAIR VALUE OF FINANCIAL INSTRUMENTS](index=20&type=section&id=NOTE%2010.%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) The company categorizes financial assets and liabilities into Level 1, 2, or 3 based on valuation inputs, with total financial assets measured at fair value of $21.1 million and total financial liabilities of $136.2 million as of June 30, 2025, and the fair value of convertible senior notes (Level 2) was $400.1 million | Metric (in millions) | June 30, 2025 Total | Level 1 | Level 2 | Level 3 | December 31, 2024 Total | Level 1 | Level 2 | Level 3 | | :------------------- | :------------------ | :------ | :------ | :------ | :---------------------- | :------ | :------ | :------ | | Assets: Investments | $13.3 | $13.3 | $— | $— | $13.2 | $13.2 | $— | $— | | Assets: Derivatives | $7.8 | $— | $7.8 | $— | $6.8 | $— | $6.8 | $— | | Liabilities: Derivatives | $136.2 | $— | $136.2 | $— | $44.4 | $— | $44.4 | $— | - The fair value of the 0.25% Convertible Senior Notes due 2026 (Level 2 inputs) was **$400.1 million** as of June 30, 2025[83](index=83&type=chunk) [NOTE 11. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT](index=21&type=section&id=NOTE%2011.%20DERIVATIVE%20FINANCIAL%20INSTRUMENTS%20AND%20RISK%20MANAGEMENT) JBT Marel uses derivative financial instruments, primarily forward foreign exchange contracts, cross-currency swaps, and interest rate swaps, to manage exposure to foreign currency exchange rates and interest rate volatility, designating certain cross-currency swaps as fair value and net investment hedges - The company uses forward foreign exchange contracts (notional value **$438.1 million** at June 30, 2025) to manage foreign currency exchange rate risk, not designated as hedges[86](index=86&type=chunk) - Entered into cross-currency swap agreements in June 2025 (**$578 million notional**) to synthetically swap fixed-rate debt to Euro-denominated fixed-rate debt, designated as net investment hedges[89](index=89&type=chunk) - Entered into five cross-currency swaps in January 2025 (**$698.3 million notional**) related to Term Loan B, designated as fair value hedges, to swap SOFR to EURIBOR and hedge exchange rate variability[91](index=91&type=chunk) - Interest rate swaps with a combined notional amount of **$250 million**, designated as cash flow hedges, expired during Q2 2025[94](index=94&type=chunk) [NOTE 12. LEASES](index=24&type=section&id=NOTE%2012.%20LEASES) The company reported operating lease revenue of $25.3 million for the three months ended June 30, 2025, and $50.1 million for the six months ended June 30, 2025, with sales-type lease revenue of $1.1 million and $2.1 million for the respective periods | Lease Revenue (in millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating Lease Revenue | $25.3 | $24.8 | $50.1 | $50.7 | | Sales-Type Lease Revenue | $1.1 | $0.7 | $2.1 | $1.6 | [NOTE 13. COMMITMENTS AND CONTINGENCIES](index=25&type=section&id=NOTE%2013.%20COMMITMENTS%20AND%20CONTINGENCIES) JBT Marel is subject to legal actions in the normal course of business, but management believes the outcomes will not have a material adverse effect on financial results, and the company issues standby letters of credit, performance bonds, and other guarantees totaling $79.5 million, and provides product warranties with a liability of $23.4 million as of June 30, 2025 - The company issues guarantees (standby letters of credit, performance bonds, surety bonds) totaling **$79.5 million** as of June 30, 2025[102](index=102&type=chunk) | Warranty Accrual (in millions) | June 30, 2025 | June 30, 2024 | | :----------------------------- | :------------ | :------------ | | Balance at end of period | $23.4 | $10.6 | [NOTE 14. BUSINESS SEGMENT INFORMATION](index=26&type=section&id=NOTE%2014.%20BUSINESS%20SEGMENT%20INFORMATION) Following the Marel acquisition, JBT Marel has two reportable segments: JBT and Marel, with the Chief Executive Officer using segment Adjusted EBITDA to evaluate performance and allocate resources, reporting JBT segment Adjusted EBITDA of $81.7 million (18.0% margin) and Marel segment Adjusted EBITDA of $74.5 million (15.5% margin) for the three months ended June 30, 2025 - The company operates with two reportable segments: JBT (legacy operations) and Marel (acquired entity), with the CEO using segment Adjusted EBITDA for performance evaluation[105](index=105&type=chunk)[107](index=107&type=chunk) | Segment Performance (3 Months Ended June 30, 2025, in millions) | JBT | Marel | Total | | :------------------------------------------------------------ | :---- | :---- | :------ | | Revenue | $454.6 | $480.2 | $934.8 | | Segment Adjusted EBITDA | $81.7 | $74.5 | $156.2 | | Segment Adjusted EBITDA Margin | 18.0% | 15.5% | 16.7% | | Segment Performance (6 Months Ended June 30, 2025, in millions) | JBT | Marel | Total | | :------------------------------------------------------------ | :---- | :---- | :------ | | Revenue | $863.4 | $925.5 | $1,788.9 | | Segment Adjusted EBITDA | $142.4 | $126.0 | $268.4 | | Segment Adjusted EBITDA Margin | 16.5% | 13.6% | 15.0% | [NOTE 15. RESTRUCTURING](index=27&type=section&id=NOTE%2015.%20RESTRUCTURING) The 2022/2023 restructuring plan was completed in Q1 2024, and in Q1 2025, the JBT Marel 2025 Integration restructuring plan was implemented to achieve synergy targets from the Marel acquisition, with an estimated cost of $25.0-$30.0 million, recognizing $16.7 million in charges and achieving $7.1 million in cumulative annualized savings as of June 30, 2025 - The 2022/2023 restructuring plan was completed as of March 31, 2024, with a total cost of **$17.5 million**[111](index=111&type=chunk) - The JBT Marel 2025 Integration restructuring plan was implemented in Q1 2025, with an estimated cost of **$25.0-$30.0 million**, to optimize the combined company's cost structure[112](index=112&type=chunk) | Restructuring Charges (JBT Marel 2025 Integration, in millions) | Cumulative Amount as of June 30, 2025 | | :------------------------------------------------------------ | :------------------------------------ | | Severance and related expense | $15.6 | | Inventory write-off | $0.3 | | Other | $0.8 | | **Total Restructuring Charges, net** | **$16.7** | | Restructuring Savings (JBT Marel 2025 Integration, in millions) | Cumulative Amount As of June 30, 2025 | | :------------------------------------------------------------ | :------------------------------------ | | Cost of sales | $0.8 | | Selling, general and administrative | $6.3 | | **Total Restructuring Savings** | **$7.1** | [NOTE 16. RELATED PARTY TRANSACTIONS](index=28&type=section&id=NOTE%2016.%20RELATED%20PARTY%20TRANSACTIONS) The company has operating lease agreements with entities owned by certain employees who were former owners of acquired businesses, with the related right-of-use asset and lease liability being $2.6 million and $2.7 million, respectively, as of June 30, 2025 - Operating lease right-of-use asset and lease liability related to agreements with related parties were **$2.6 million** and **$2.7 million**, respectively, as of June 30, 2025[115](index=115&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=29&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on JBT Marel's financial performance, condition, and future outlook, covering the strategic rationale for the Marel acquisition, business conditions, detailed consolidated results, reconciliation of non-GAAP measures, restructuring efforts, liquidity and capital resources, and critical accounting estimates, highlighting the significant impact of the Marel acquisition on revenue, expenses, and overall financial position [Cautionary Note Regarding Forward-Looking Statements](index=29&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section highlights that the report contains forward-looking statements based on current plans and expectations, which are subject to various risks and uncertainties, including integration challenges of JBT and Marel, economic conditions, currency fluctuations, and the ability to achieve anticipated synergies - The report contains forward-looking statements subject to risks, including the inability to successfully integrate JBT and Marel, fluctuations in financial results, changes to tariffs, and economic deterioration[116](index=116&type=chunk) [Executive Overview](index=30&type=section&id=Executive%20Overview) JBT Marel Corporation is a leading global food and beverage technology solutions provider, formed by combining JBT and Marel to transform the future of food, with a strategy focusing on strengthening solutions, enhancing service, advanced digital capabilities, innovation, and leveraging scale to expand margins, while also emphasizing ESG principles - JBT Marel is a leading global food and beverage technology solutions provider, formed by the acquisition of Marel hf. on January 2, 2025[118](index=118&type=chunk)[122](index=122&type=chunk) - The company's strategy is a five-pronged approach: strengthening solutions, enhancing service, advanced digital/software capabilities, focus on innovation, and leveraging scale to expand margins[120](index=120&type=chunk)[123](index=123&type=chunk) - The company emphasizes ESG, focusing on employee well-being, resource efficiency, waste reduction, and customer sustainability objectives[121](index=121&type=chunk) [Business Conditions and Outlook](index=31&type=section&id=Business%20Conditions%20and%20Outlook) JBT Marel's Q2 2025 financial performance exceeded expectations, driven by strong recurring revenue, favorable foreign exchange, and operating leverage, with healthy orders across diverse end markets, though the company anticipates Q2 2025 performance will be impacted by evolving tariff costs and is taking proactive measures to mitigate these impacts - Q2 2025 financial performance exceeded expectations due to better recurring revenue, foreign exchange translation, and operating leverage[124](index=124&type=chunk) - Healthy orders were observed across diverse end markets, including poultry, meat, fruit and vegetables, beverages, and ready meals[124](index=124&type=chunk) - Anticipates Q2 2025 performance will be impacted by evolving tariff costs, with proactive measures including reshoring suppliers, vendor concessions, and pricing adjustments[125](index=125&type=chunk) [CONSOLIDATED RESULTS OF OPERATIONS (Three Months Ended June 30, 2025 and 2024)](index=32&type=section&id=CONSOLIDATED%20RESULTS%20OF%20OPERATIONS%20(Three%20Months%20Ended%20June%2030,%202025%20and%202024)) For Q2 2025, total revenue increased by 132.4% to $934.8 million, largely due to the Marel acquisition, with gross profit margin slightly increasing to 35.8%, operating income rising by 80.6% to $48.4 million, but income from continuing operations decreasing by 88.9% to $3.4 million, primarily due to higher interest expense, loss on investment, and tax provision impacts, while Adjusted EBITDA increased by 145.2% to $156.2 million | Metric (in millions, except %) | 2025 | 2024 | Change | % Change | | :----------------------------- | :-------- | :-------- | :-------- | :------- | | Total Revenue | $934.8 | $402.3 | $532.5 | 132.4% | | Gross Profit Margin | 35.8% | 35.6% | 20 bps | | | Operating Income | $48.4 | $26.8 | $21.6 | 80.6% | | Income (Loss) from Continuing Operations | $3.4 | $30.7 | $(27.3) | (88.9)% | | Adjusted EBITDA from Continuing Operations | $156.2 | $63.7 | $92.5 | 145.2% | | JBT segment Adjusted EBITDA | $81.7 | $63.7 | $18.0 | 28.3% | | Marel segment Adjusted EBITDA | $74.5 | $— | $74.5 | n/a | - Revenue increase driven by Marel acquisition (**$480.2 million**) and JBT organic growth (**$43.9 million**)[128](index=128&type=chunk) - Selling, general and administrative expense increased **$140.0 million** due to Marel acquisition and integration costs, but decreased as a percentage of revenue by **60 bps to 26.8%** due to operating leverage and restructuring savings[130](index=130&type=chunk) - Interest expense increased **$27.7 million** due to higher debt from Marel acquisition[135](index=135&type=chunk) [CONSOLIDATED RESULTS OF OPERATIONS (Six Months Ended June 30, 2025 and 2024)](index=35&type=section&id=CONSOLIDATED%20RESULTS%20OF%20OPERATIONS%20(Six%20Months%20Ended%20June%2030,%202025%20and%202024)) For H1 2025, total revenue increased by 125.1% to $1,788.9 million, with Marel contributing $925.5 million, gross profit margin decreased by 70 bps to 35.0%, operating income decreased by 73.2% to $15.0 million, and the company reported a loss from continuing operations of $169.6 million, a significant decline from $53.4 million income in 2024, primarily due to higher pension expense, interest expense, and M&A related costs, while Adjusted EBITDA increased by 121.6% to $268.4 million | Metric (in millions, except %) | 2025 | 2024 | Change | % Change | | :----------------------------- | :---------- | :-------- | :---------- | :--------- | | Total Revenue | $1,788.9 | $794.6 | $994.3 | 125.1% | | Gross Profit Margin | 35.0% | 35.7% | -70 bps | | | Operating Income | $15.0 | $55.9 | $(40.9) | (73.2)% | | Income (Loss) from Continuing Operations | $(169.6) | $53.4 | $(223.0) | (417.6)% | | Adjusted EBITDA from Continuing Operations | $268.4 | $121.1 | $147.3 | 121.6% | | JBT segment Adjusted EBITDA | $142.4 | $121.1 | $21.3 | 17.6% | | Marel segment Adjusted EBITDA | $126.0 | $— | $126.0 | n/a | - Loss from continuing operations primarily due to **$146.9 million pension settlement charge**, increased interest expense, and M&A related costs[147](index=147&type=chunk)[151](index=151&type=chunk)[154](index=154&type=chunk) - Selling, general and administrative expense increased **$318.0 million** due to Marel acquisition and **$74.7 million** in M&A related costs[145](index=145&type=chunk) [Reconciliation of Non-GAAP Measures](index=38&type=section&id=Reconciliation%20of%20Non-GAAP%20Measures) The company presents non-GAAP financial measures like Adjusted EBITDA, Adjusted income from continuing operations, and Free cash flow to provide greater transparency into operating results, adjusting for items such as restructuring costs, M&A related costs, pension-related costs, and depreciation/amortization - Non-GAAP measures (Adjusted EBITDA, Adjusted income from continuing operations, Free cash flow) are used to provide transparency into operating results by adjusting for restructuring, M&A, pension, and depreciation/amortization costs[157](index=157&type=chunk)[160](index=160&type=chunk) | Reconciliation (in millions) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Income (loss) from continuing operations | $3.4 | $30.7 | $(169.6) | $53.4 | | Total Non-GAAP Adjustments | $152.8 | $33.0 | $401.4 | $68.0 | | Adjusted EBITDA from continuing operations | $156.2 | $63.7 | $268.4 | $121.1 | | Reconciliation (in millions, except per share) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :--------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Income (loss) from continuing operations | $3.4 | $30.7 | $(169.6) | $53.4 | | Adjusted income from continuing operations | $77.7 | $42.1 | $127.8 | $77.9 | | Adjusted diluted EPS from continuing operations | $1.49 | $1.31 | $2.46 | $2.42 | | Free Cash Flow (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------- | :----------------------------- | :----------------------------- | | Cash provided by continuing operating activities | $136.6 | $32.0 | | Less: capital expenditures | $38.5 | $21.0 | | Plus: proceeds from sale of fixed assets | $4.5 | $0.9 | | Plus: pension contributions | $3.2 | $1.6 | | **Free Cash Flow (FCF)** | **$105.8** | **$13.5** | [Restructuring](index=41&type=section&id=Restructuring) The JBT Marel 2025 Integration restructuring plan, initiated in Q1 2025, aims to achieve $50.0-$60.0 million in cumulative cost savings by optimizing the combined company's cost structure post-Marel acquisition, with $16.7 million in charges recognized and $7.1 million in cumulative annualized savings achieved as of June 30, 2025 - The JBT Marel 2025 Integration restructuring plan, initiated in Q1 2025, targets **$50.0-$60.0 million** in cumulative cost savings[171](index=171&type=chunk)[172](index=172&type=chunk) - As of June 30, 2025, **$16.7 million** in restructuring charges have been recognized, and **$7.1 million** in cumulative annualized savings have been achieved[171](index=171&type=chunk)[172](index=172&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) Primary liquidity sources include operating cash flows, a $1.8 billion revolving credit facility, and cash on hand, with the Marel acquisition funded by $983.7 million cash consideration, $867.8 million debt repayment, and $111.4 million transaction expenses, utilizing new debt facilities, resulting in total liquidity of $1.3 billion as of June 30, 2025, and anticipated capital expenditures of $85-$95 million and integration costs of $45-$55 million for 2025 - Primary liquidity sources are operating cash flows, a **$1.8 billion revolving credit facility**, and cash on hand[174](index=174&type=chunk) - Marel acquisition funding included **$983.7 million cash consideration**, **$867.8 million Marel debt repayment**, and **$111.4 million transaction expenses**, financed by new debt facilities[175](index=175&type=chunk) - As of June 30, 2025, total liquidity (cash + borrowing ability) was **$1.3 billion**, with **$111.8 million** in cash and cash equivalents[176](index=176&type=chunk)[179](index=179&type=chunk) - Anticipated capital expenditures for 2025 are **$85-$95 million**, and integration costs for Marel acquisition are **$45-$55 million**[177](index=177&type=chunk) | Cash Flows (in millions) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------- | :----------------------------- | :----------------------------- | | Operating Activities | $136.6 | $32.0 | | Investing Activities | $(1,780.1) | $(22.7) | | Financing Activities | $543.4 | $(16.4) | [CRITICAL ACCOUNTING ESTIMATES](index=43&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) The company's critical accounting estimates include intangible asset valuation in business combinations, which relies on significant estimates and assumptions like forecasted revenue growth, EBITDA margins, discount rates, customer attrition, and royalty rates, where future changes could lead to impairment charges - Critical accounting estimates involve intangible asset valuation in business combinations, using methods like multi-period excess earnings and relief-from-royalty[192](index=192&type=chunk) - Key estimates include forecasted revenue growth, EBITDA margins, discount rates, customer attrition rates, and royalty rates, which are inherently uncertain and subject to change[192](index=192&type=chunk)[193](index=193&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=44&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details JBT Marel's exposure to market risks, specifically foreign currency exchange rate risk, which the company hedges using cross-currency swaps with significant notional amounts designated as fair value and net investment hedges, where a hypothetical adverse movement in exchange rates would result in substantial losses on these derivative instruments [Foreign Currency Exchange Rate Risk](index=44&type=section&id=Foreign%20Currency%20Exchange%20Rate%20Risk) JBT Marel is exposed to foreign currency exchange rate risk and uses cross-currency swaps to hedge this exposure, with notional amounts of $698.3 million (fair value hedges) and $578 million (net investment hedges) as of June 30, 2025, both in liability positions, where a hypothetical 10% adverse movement in exchange rates would result in significant losses on these swaps - The company uses cross-currency swaps to hedge foreign currency exchange rate risk, with notional amounts of **$698.3 million** (fair value hedges) and **$578 million** (net investment hedges) as of June 30, 2025[196](index=196&type=chunk)[197](index=197&type=chunk) - A hypothetical **10% adverse movement** in exchange rates would result in a **$66.2 million loss** on fair value hedges and a **$58.6 million loss** on net investment hedges[196](index=196&type=chunk)[197](index=197&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=44&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section addresses the effectiveness of JBT Marel's disclosure controls and procedures, noting they were effective as of June 30, 2025, with the exception of the recently acquired Marel entity, and details the material weaknesses identified in Marel's internal control over financial reporting prior to the acquisition and the company's ongoing remediation efforts [Evaluation of Disclosure Controls and Procedures](index=44&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of June 30, 2025, the CEO and CFO concluded that disclosure controls and procedures were effective, however, Marel was excluded from this assessment due to its recent acquisition, representing approximately 17% of consolidated total assets and 52% of consolidated total revenues - Disclosure controls and procedures were deemed effective as of June 30, 2025[198](index=198&type=chunk) - Marel was excluded from the assessment of disclosure controls and procedures, representing approximately **17% of consolidated total assets** and **52% of consolidated total revenues**[199](index=199&type=chunk) [Material Weaknesses Related to Marel hf.](index=44&type=section&id=Material%20Weaknesses%20Related%20to%20Marel%20hf.) Prior to acquisition, Marel management identified two unremediated material weaknesses in its internal control over financial reporting as of June 30, 2025: ineffective information technology general controls and ineffective controls over journal entries, which, while not resulting in material misstatements, could lead to future material misstatements, and the company is actively remediating these issues - Marel had two unremediated material weaknesses in internal control over financial reporting as of June 30, 2025: ineffective IT general controls and ineffective controls over journal entries[201](index=201&type=chunk)[208](index=208&type=chunk) - These weaknesses did not result in material misstatements but could lead to future material misstatements in financial statements[201](index=201&type=chunk)[208](index=208&type=chunk) [Changes in Internal Control Over Financial Reporting](index=45&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) There were no material changes in internal control over financial reporting during the quarter ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[203](index=203&type=chunk) PART II — OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=46&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not currently a party to any legal proceedings that are expected to have a material adverse effect on its business, financial condition, or results of operations - No current legal proceedings are expected to have a material adverse effect on the company's business, financial condition, or results of operations[205](index=205&type=chunk) [ITEM 1A. RISK FACTORS](index=46&type=section&id=ITEM%201A.%20RISK%20FACTORS) The primary new risk factor highlighted is the material weaknesses identified in Marel's internal control over financial reporting, where failure to timely and effectively remediate these weaknesses or maintain an effective system of internal control could adversely affect financial reporting, liquidity, access to capital, and stock price - Material weaknesses in Marel's internal control over financial reporting pose a significant risk, potentially leading to material misstatements, increased costs, and adverse impacts on financial reporting, liquidity, and stock price[207](index=207&type=chunk)[208](index=208&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=47&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) No unregistered sales of equity securities or use of proceeds were reported - No unregistered sales of equity securities or use of proceeds were reported[210](index=210&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=47&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported - No defaults upon senior securities were reported[211](index=211&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=47&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) Mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[212](index=212&type=chunk) [ITEM 5. OTHER INFORMATION](index=47&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025 - No director or officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q2 2025[213](index=213&type=chunk) [ITEM 6. EXHIBITS](index=48&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Form 10-Q, including certifications, XBRL documents, and the interactive data file - The exhibit index includes certifications (CEO, CFO), XBRL documents, and the cover page interactive data file[214](index=214&type=chunk)

Group 1 - JBT Marel Corporation's stock increased by 4.6% on August 5th following the announcement of its second-quarter financial results [1] - The positive market reaction indicates shareholder confidence in the company's performance [1] Group 2 - Crude Value Insights provides an investment service focused on oil and natural gas, emphasizing cash flow and growth potential [1] - Subscribers benefit from a stock model account, detailed cash flow analyses of exploration and production firms, and live sector discussions [2]

Financial Data and Key Metrics Changes - JBT reported total revenue of $935 million for the second quarter, exceeding the midpoint of guidance by approximately $35 million, driven by higher recurring revenue and favorable foreign exchange [11][12] - Adjusted EBITDA margin for the second quarter was 16.7%, outperforming guidance by about 180 basis points, primarily due to a favorable mix of higher recurring revenue and productivity improvements [12][14] - Adjusted EPS for the second quarter was $1.49, with GAAP EPS at $0.07, reflecting an impairment charge of $11 million on a joint venture investment [13][14] - The company ended the quarter with a backlog of $1.4 billion, providing significant support for revenue conversion in the latter half of the year [8][15] Business Line Data and Key Metrics Changes - JBT segment revenue increased by 13% year-over-year, with adjusted EBITDA of $82 million and an adjusted EBITDA margin improvement of 220 basis points to 18% [13][14] - Morell segment revenue was $480 million, with adjusted EBITDA of $75 million, representing a margin of 15.5%, attributed to integration synergies and favorable revenue mix [14] - The poultry industry, as the largest end market, continued to see strong equipment investment, with a positive pipeline expected to support growth into next year [6][8] Market Data and Key Metrics Changes - EMEA was the strongest region for demand, while North America experienced relative softness [7] - Latin America showed strong performance, and Asia Pacific remained choppy [8] - The company noted healthy order bookings despite a dynamic macroeconomic backdrop, with total orders amounting to $938 million, including $22 million from favorable foreign exchange translation [6][8] Company Strategy and Development Direction - The integration of JBT and Morell is on track, with a focus on capitalizing on the expanded portfolio and cross-selling opportunities [9][20] - The company aims to transition from unit sales to system sales, enhancing customer partnerships and service delivery [20][21] - Continuous improvement initiatives are being advanced to optimize operational efficiency and capacity utilization across manufacturing facilities [22][24] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the demand environment, particularly in poultry, with visibility extending into the first half of 2026 [30][31] - The company is taking steps to mitigate tariff impacts on direct material costs through supplier negotiations and sourcing adjustments [9][12] - Full-year 2025 guidance has been reestablished, with expected revenue of $3.7 billion at the midpoint, including a favorable foreign exchange translation benefit [15][16] Other Important Information - The company incurred approximately $9 million in gross tariff costs during the second quarter, with net impacts offset by inventory benefits and mitigating actions [12] - Free cash flow for the first half of 2025 was $106 million, with $88 million generated in the second quarter, supporting balance sheet deleveraging [14][15] Q&A Session Summary Question: Insights on poultry investments and customer conversations - Management noted good visibility into the first half of 2026, with poultry companies making significant investments in automation and efficiency [30][31] Question: Margin performance at Morell - Margin improvements were attributed to integration synergies, restructuring efforts, and a favorable mix of recurring revenue [41][44] Question: Expectations for Q4 margins and tariff impacts - Management expects Q4 to be the strongest quarter from a margin perspective, despite headwinds from tariffs and a shift in revenue mix [50][51] Question: Impact of tariffs on order delays - Some episodic delays were noted, particularly for customers importing food into the U.S., but overall demand remains strong [64][82] Question: FX impact on revenue and margins - FX is expected to contribute approximately $70 million to $85 million for the year, with a typical margin impact in line with company averages [106][105]

Financial Data and Key Metrics Changes - For the second quarter of 2025, total revenue was $935 million, exceeding the midpoint of guidance by approximately $35 million, driven by $25 million in higher recurring revenue and $8 million from favorable foreign exchange [9][10] - Adjusted EBITDA margin was 16.7%, outperforming guidance by about 180 basis points, primarily due to a favorable mix of higher recurring revenue and higher margin equipment [10][11] - Adjusted EPS for the second quarter was $1.49, with GAAP EPS at $0.07 [11] Business Line Data and Key Metrics Changes - JBT segment revenue increased by 13% year over year, with adjusted EBITDA of $82 million and an adjusted EBITDA margin of 18%, up 220 basis points from the prior year [11] - Morell segment revenue was $480 million, with adjusted EBITDA of $75 million, representing a margin of 15.5%, attributed to integration synergies and favorable revenue mix [12] Market Data and Key Metrics Changes - Combined orders totaled $938 million, including $22 million from favorable year-over-year foreign exchange translation [5] - EMEA was the strongest region, while North America was relatively soft; Latin America showed strength, and Asia Pacific remained choppy [6] Company Strategy and Development Direction - The company is focused on capitalizing on the expanded portfolio of offerings and cross-selling opportunities resulting from the integration of JBT and Morell [7][20] - The strategy includes optimizing product flow and increasing efficiency through fully integrated systems, which enhances customer value [17][19] - The company aims to achieve mid-teen margins in both fish and meat businesses by 2027 through project selectivity and improved service quality [22] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the demand environment, noting healthy orders despite macroeconomic challenges [5] - The company is reestablishing full-year earnings guidance due to expectations for backlog conversion and synergy savings [7][13] - Management highlighted the importance of mitigating tariff impacts through negotiations and sourcing adjustments [10][57] Other Important Information - The company ended the quarter with a backlog of $1.4 billion, providing significant support for revenue conversion in the latter half of the year [6][13] - Free cash flow for the year was $106 million, with $88 million generated in the second quarter, supporting balance sheet deleveraging [12] Q&A Session Summary Question: Insights on poultry investments and customer conversations - Management noted good visibility into the front half of 2026, with poultry companies making significant investments in automation and efficiency [28][29] Question: Margin performance at Morell - Management indicated a 400 basis point improvement in margins, driven by integration synergies, restructuring efforts, and a favorable mix of recurring revenue [41][44] Question: Impact of tariffs on orders - Management acknowledged some episodic delays in orders due to tariffs but emphasized that the impact is not systemic [63][80] Question: Pricing strategies and backlog - Management confirmed ongoing negotiations regarding backlog pricing and the ability to implement price increases on parts and equipment [88][91] Question: Future guidance and margin expectations - Management expects a sequential decline in margins for Q3 due to tariff impacts and a shift in revenue mix, but anticipates a rebound in Q4 [49][54]

Q2 2025 Performance - JBT Marel's Q2 2025 revenue was $935 million, compared to $402 million in Q2 2024[7] - Adjusted EBITDA for Q2 2025 was $156 million, with an adjusted EBITDA margin of 167%, compared to $64 million and 158% respectively in Q2 2024[7] - Adjusted EPS for Q2 2025 was $149, compared to $131 in Q2 2024[7] - Year-to-date free cash flow reached $106 million, a significant increase from $14 million in the same period last year[7] Segment Results - JBT segment revenue improved sequentially from $409 million in Q1 2025 to $455 million in Q2 2025, with adjusted EBITDA margin increasing from 149% to 180%[11] - Marel segment revenue also increased sequentially from $445 million in Q1 2025 to $480 million in Q2 2025, with adjusted EBITDA margin rising from 115% to 155%[11] Financial Position - Net debt was reduced to approximately $18 billion[22] - The company has ample liquidity of approximately $13 billion[22] Full Year 2025 Guidance - Full year revenue is projected to be between $3675 billion and $3725 billion[28] - Adjusted EPS is expected to be in the range of $545 to $615[28] - Adjusted EBITDA margin is guided to be between 1525% and 160%[28]

Core Insights - JBT Marel (JBTM) reported quarterly earnings of $1.49 per share, exceeding the Zacks Consensus Estimate of $1.27 per share, and up from $1.05 per share a year ago, representing an earnings surprise of +17.32% [1] - The company posted revenues of $934.8 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 4.01%, and significantly higher than year-ago revenues of $402.3 million [2] - JBT has outperformed consensus EPS estimates three times over the last four quarters, indicating a positive trend in earnings performance [2] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is $1.53 on revenues of $938.73 million, and for the current fiscal year, it is $5.84 on revenues of $3.68 billion [7] - The estimate revisions trend for JBT was favorable ahead of the earnings release, resulting in a Zacks Rank 2 (Buy) for the stock, suggesting expected outperformance in the near future [6] Industry Context - The Technology Services industry, to which JBT belongs, is currently ranked in the top 39% of over 250 Zacks industries, indicating a favorable environment for stock performance [8] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

[Executive Summary & Highlights](index=1&type=section&id=Executive_Summary_Highlights) [Second Quarter 2025 Performance Overview](index=1&type=section&id=Q2_2025_Performance_Overview) JBT Marel Corporation reported strong second-quarter 2025 results, exceeding guidance, driven by better-than-expected recurring revenue and favorable foreign exchange - Achieved quarterly orders of **$938 million** and quarter-ending backlog of **$1.4 billion**[6](index=6&type=chunk) - Revenue totaled **$935 million** with more than half generated from recurring revenue[6](index=6&type=chunk) - Income from continuing operations was **$3 million**, and adjusted EBITDA was **$156 million**[6](index=6&type=chunk) - Realized **$8 million** in year-over-year synergy savings from integration efforts related to operating expense and supply chain[6](index=6&type=chunk) [Management Commentary](index=1&type=section&id=Management_Commentary) CEO Brian Deck highlighted outperformance due to recurring revenue and favorable FX, re-establishing full-year guidance with clarity on tariffs and strong backlog. CFO Matt Meister emphasized strong cash flow and working capital management enabling significant deleveraging post-Marel acquisition - CEO Brian Deck: "We are pleased with our second quarter results, which exceeded our guidance, reflecting our ability to navigate a dynamic operating environment and manage the integration of two global businesses." Outperformance was primarily driven by better than expected recurring revenue and favorable foreign exchange translation[4](index=4&type=chunk) - CEO Brian Deck: "We are re-establishing full year 2025 guidance given greater clarity around tariff policies and further supported by the strength of our backlog"[4](index=4&type=chunk) - CFO Matt Meister: "Our strong cash flow, which was supported by working capital management and customer deposits, allowed us to de-lever our balance sheet to just below **3.4x** net debt to trailing twelve months pro forma adjusted EBITDA"[5](index=5&type=chunk) [Second Quarter 2025 Financial Results](index=1&type=section&id=Second_Quarter_2025_Financial_Results) [Consolidated Financial Performance](index=1&type=section&id=Consolidated_Financial_Performance) JBT Marel reported Q2 2025 consolidated revenue of **$935 million**, significantly up from Q2 2024, with a net income of **$3.4 million**. The results were influenced by foreign exchange benefits and higher recurring revenue, but also by substantial acquisition-related and M&A costs [Income Statement Highlights](index=2&type=section&id=Income_Statement_Highlights) | Metric | Q2 2025 (Millions $) | Q2 2024 (Millions $) | YoY Change (%) | | :--------------------------------- | :------------------- | :------------------- | :------------- | | Revenue | 934.8 | 402.3 | 132.4% | | Gross profit | 334.2 | 143.2 | 133.4% | | Gross profit margin | 35.8% | 35.6% | +0.2 pp | | Operating income | 48.4 | 26.8 | 80.6% | | Operating income margin | 5.2% | 6.7% | -1.5 pp | | Income (loss) from continuing operations | 3.4 | 30.7 | -88.9% | | Diluted EPS | 0.07 | 0.95 | -92.6% | - Q2 2025 consolidated revenue of **$935 million** included approximately **$21 million** in year-over-year foreign exchange translation benefit, which was approximately **$8 million** higher than expectations. Additionally, the Company exceeded its recurring revenue expectations by approximately **$25 million**[7](index=7&type=chunk) - Net income from continuing operations of **$3 million** included **$58 million** in acquisition related amortization and depreciation expense, **$20 million** in M&A related costs, an **$11 million** loss on investment related to an impairment charge from a joint-venture, and **$6 million** in restructuring related costs[7](index=7&type=chunk) [Adjusted Non-GAAP Metrics](index=2&type=section&id=Adjusted_Non-GAAP_Metrics) | Metric | Q2 2025 (Millions $) | Q2 2024 (Millions $) | YoY Change (%) | | :-------------------------- | :------------------- | :------------------- | :------------- | | Adjusted EBITDA | 156.2 | 63.7 | 145.2% | | Adjusted EBITDA margin | 16.7% | 15.8% | +0.9 pp | | Adjusted diluted EPS | 1.49 | 1.31 | 13.7% | [Segment Performance](index=2&type=section&id=Segment_Performance) In Q2 2025, the JBT segment generated **$454.6 million** in revenue with an adjusted EBITDA margin of **18.0%**, while the Marel segment contributed **$480.2 million** in revenue with an adjusted EBITDA margin of **15.5%** | Segment | Revenue (Millions $) | Adjusted EBITDA (Millions $) | Adjusted EBITDA Margin (%) | | :------ | :------------------- | :--------------------------- | :------------------------- | | JBT | 454.6 | 81.7 | 18.0% | | Marel | 480.2 | 74.5 | 15.5% | | Total | 934.8 | 156.2 | 16.7% | [Synergy Achievements](index=2&type=section&id=Synergy_Achievements) JBT Marel realized **$8 million** in year-over-year synergy savings in Q2 2025, with **$5 million** from operating expenses and **$3 million** from supply chain improvements. The company remains on track to achieve its full-year synergy targets of **$35 - $40 million** in-year and **$80 - $90 million** annualized run rate savings - Realized year-over-year synergy savings of **$5 million** in operating expense and an additional **$3 million** in supply chain for Q2 2025, totaling **$8 million**[12](index=12&type=chunk) - JBT Marel remains on track to deliver expected in-year realized synergy savings of **$35 - $40 million** and annualized run rate savings of **$80 - $90 million** exiting 2025[11](index=11&type=chunk) - Incurred **$6 million** in restructuring costs and **$20 million** in M&A related costs during the second quarter of 2025[12](index=12&type=chunk) [Balance Sheet and Liquidity](index=2&type=section&id=Balance_Sheet_and_Liquidity) As of June 30, 2025, JBT Marel reported total assets of **$8,252.6 million** and total liabilities of **$3,877.7 million**. The company's liquidity was approximately **$1.3 billion**, and the bank leverage ratio was **2.8x**, with net debt to trailing twelve months pro forma adjusted EBITDA just below **3.4x**, demonstrating significant deleveraging | Metric | June 30, 2025 (Millions $) | December 31, 2024 (Millions $) | | :------------------------------------ | :------------------------- | :--------------------------- | | Total Assets | 8,252.6 | 3,413.8 | | Total Liabilities | 3,877.7 | 1,869.6 | | Total Stockholders' Equity | 4,374.9 | 1,544.2 | | Cash and cash equivalents | 111.8 | 1,228.4 | | Total debt | 1,921.5 | 1,252.1 | | Net debt | 1,809.7 | 23.7 | - The Company's liquidity as of June 30, 2025, was approximately **$1.3 billion**[9](index=9&type=chunk) - The Company's bank leverage ratio was **2.8x**, which includes the benefit of certain run rate synergies. Net debt to trailing twelve months pro forma adjusted EBITDA was just below **3.4x**[9](index=9&type=chunk)[48](index=48&type=chunk) [Cash Flow Analysis](index=2&type=section&id=Cash_Flow_Analysis) Year-to-date operating cash flow from continuing operations was **$137 million**, and free cash flow was **$106 million**. The company used significant cash for acquisitions but generated positive operating cash flow, reflecting strong working capital management | Metric | Six Months Ended June 30, 2025 (Millions $) | Six Months Ended June 30, 2024 (Millions $) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Cash provided by continuing operating activities | 136.6 | 32.0 | | Cash required by continuing investing activities | (1,780.1) | (22.7) | | Cash provided (required) by continuing financing activities | 543.4 | (16.4) | | Free cash flow (FCF) | 105.8 | 13.5 | [Full Year 2025 Outlook & Guidance](index=2&type=section&id=Full_Year_2025_Outlook_Guidance) [Re-established Full Year Guidance](index=3&type=section&id=Re-established_Full_Year_Guidance) JBT Marel re-established its full-year 2025 guidance, anticipating revenue between **$3,675 million** and **$3,725 million**, with adjusted EBITDA margin projected at **15.25% - 16.0%**. GAAP EPS is expected to be negative, while adjusted EPS is projected to be **$5.45 - $6.15** | Metric | FY 2025 Guidance | | :-------------------------------- | :------------------- | | Revenue | $3,675 - $3,725 | | Income from continuing operations margin | (2.7%) - (1.7%) | | Adjusted EBITDA margin | 15.25% - 16.0% | | GAAP EPS | ($1.90) - ($1.20) | | Adjusted EPS | $5.45 - $6.15 | [Key Guidance Assumptions and Adjustments](index=3&type=section&id=Key_Guidance_Assumptions_Adjustments) The full-year 2025 guidance incorporates an estimated **$20 - $30 million** in net costs from tariffs, an expected mix of equipment versus recurring revenue, continued synergy realization, updated net interest expense, and favorable foreign exchange translation impact. It also accounts for significant one-time and acquisition-related costs - The guidance for the second half of 2025 reflects an additional **$20 - $30 million** in estimated net costs from tariffs[13](index=13&type=chunk) - Full year 2025 revenue will include an approximate **$70 - $85 million** year-over-year tailwind from foreign exchange translation[16](index=16&type=chunk) - Expected one-time and acquisition related costs for FY 2025 include approximately **$25 million** in restructuring costs; **$105 million** in M&A related costs; **$195 million** in acquisition related amortization and depreciation; **$147 million** in non-cash, pre-tax charges related to the final settlement of the U.S. pension plan; and **$11 million** in loss on investment[17](index=17&type=chunk) - Net interest expense is anticipated to be **$105 - $110 million**, which includes **$12 million** in M&A bridge financing fees and related costs[18](index=18&type=chunk) [Company Information & Disclosures](index=4&type=section&id=Company_Information_Disclosures) [About JBT Marel Corporation](index=4&type=section&id=About_JBT_Marel_Corporation) JBT Marel Corporation is a leading global technology solutions provider for high-value segments of the food & beverage industry, formed by combining JBT and Marel. The company designs, manufactures, and services cutting-edge technology, systems, and software to optimize food yield, efficiency, safety, and quality, while reducing waste. It operates in over 30 countries - JBT Marel Corporation is a leading global technology solutions provider to high-value segments of the food & beverage industry, bringing together the complementary strengths of both JBT and Marel organizations[21](index=21&type=chunk) - Provides a unique and holistic solutions offering by designing, manufacturing, and servicing cutting-edge technology, systems, and software for a broad range of food and beverage end markets[21](index=21&type=chunk) - Aims to create better outcomes for customers by optimizing food yield and efficiency, improving food safety and quality, and enhancing uptime and proactive maintenance, all while reducing waste and resource use across the global food supply chain[21](index=21&type=chunk) [Non-GAAP Measures Explanation](index=4&type=section&id=Non-GAAP_Measures_Explanation) JBT Marel uses non-GAAP financial measures such as Adjusted EBITDA, adjusted EBITDA margin, adjusted EPS, and free cash flow to provide greater transparency into operating results and trends. These measures exclude certain costs or benefits to offer a more meaningful comparison of ongoing operating results, consistent with management's evaluation of performance - Adjusted EBITDA, adjusted EBITDA margin, adjusted EPS, and free cash flow are non-GAAP financial measures provided to increase transparency in operating results and trends[22](index=22&type=chunk) - These non-GAAP measures eliminate certain costs or benefits from, or change the calculation of, a measure as calculated under U.S. GAAP to provide a more meaningful comparison of ongoing operating results[22](index=22&type=chunk) [Forward-Looking Statements](index=4&type=section&id=Forward-Looking_Statements) The release contains forward-looking statements subject to risks and uncertainties beyond JBT Marel's control. These include risks related to the integration of JBT and Marel, fluctuations in financial results, changes in tariffs, economic conditions, supply chain issues, inflation, geopolitical disruptions, currency fluctuations, and other factors detailed in SEC filings - This release contains forward-looking statements subject to risks and uncertainties that are beyond JBT Marel's ability to control[23](index=23&type=chunk) - Factors that could cause actual results to differ materially include the inability to successfully integrate the legacy businesses of JBT and Marel, fluctuations in financial results, changes to tariffs, deterioration of economic conditions, inflationary pressures, and disruptions in political, regulatory, economic and social conditions[23](index=23&type=chunk) [Investor Relations Contact](index=5&type=section&id=Investor_Relations_Contact) Investors and media can contact Marlee Spangler for inquiries - For investor and media inquiries, contact Marlee Spangler at JBTMarel.IR@jbtc.com or +1 (312) 861-5784[25](index=25&type=chunk) [Supplemental Financial Information](index=6&type=section&id=Supplemental_Financial_Information) [Condensed Consolidated Statements of Income](index=6&type=section&id=Condensed_Consolidated_Statements_of_Income) This section presents the unaudited condensed consolidated statements of income for the three and six months ended June 30, 2025, and 2024, detailing revenue, cost of sales, gross profit, operating expenses, and net income (loss) from continuing operations | Metric | Three Months Ended June 30, 2025 (Millions $) | Three Months Ended June 30, 2024 (Millions $) | Six Months Ended June 30, 2025 (Millions $) | Six Months Ended June 30, 2024 (Millions $) | | :------------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Revenue | 934.8 | 402.3 | 1,788.9 | 794.6 | | Cost of sales | 600.6 | 259.1 | 1,162.2 | 511.1 | | Gross profit | 334.2 | 143.2 | 626.7 | 283.5 | | Operating income | 48.4 | 26.8 | 15.0 | 55.9 | | Income (loss) from continuing operations | 3.4 | 30.7 | (169.6) | 53.4 | | Net income (loss) | 3.4 | 30.7 | (169.6) | 53.5 | | Diluted earnings per share | 0.07 | 0.95 | (3.27) | 1.66 | | Inbound orders | 937.7 | 437.1 | 1,853.8 | 825.6 | | Orders backlog | N/A | N/A | 1,393.7 | 697.2 | [Non-GAAP Reconciliation of Diluted EPS to Adjusted Diluted EPS](index=7&type=section&id=Non-GAAP_Reconciliation_Diluted_EPS_Adjusted_Diluted_EPS) This table provides a reconciliation of GAAP diluted earnings per share from continuing operations to adjusted diluted earnings per share for recent quarters, highlighting adjustments for restructuring costs, M&A related costs, loss on investment, amortization of bridge financing, acquisition-related amortization and depreciation, and pension plan settlement costs | Metric | Q2 2025 (Millions $) | Q1 2025 (Millions $) | Q4 2024 (Millions $) | Q3 2024 (Millions $) | Q2 2024 (Millions $) | | :------------------------------------------ | :------ | :------ | :------ | :------ | :------ | | Income (loss) from continuing operations | 3.4 | (173.0) | (6.9) | 38.1 | 30.7 | | Non-GAAP adjustments (total) | 74.3 | 280.0 | 76.3 | 18.8 | 18.2 | | Adjusted income from continuing operations | 77.7 | 50.3 | 63.4 | 56.7 | 42.1 | | Diluted earnings per share from continuing operations | 0.07 | (3.35) | (0.21) | 1.18 | 0.95 | | Adjusted diluted earnings per share from continuing operations | 1.49 | 0.97 | 1.97 | 1.76 | 1.31 | [Non-GAAP Reconciliation of Income from Continuing Operations to Adjusted EBITDA](index=8&type=section&id=Non-GAAP_Reconciliation_Income_Continuing_Operations_Adjusted_EBITDA) This table reconciles GAAP income (loss) from continuing operations to Adjusted EBITDA for the three and six months ended June 30, 2025, and 2024, detailing adjustments for income tax, interest expense, other financing income, loss on investment, pension expense, restructuring costs, M&A costs, and depreciation and amortization | Metric | Three Months Ended June 30, 2025 (Millions $) | Three Months Ended June 30, 2024 (Millions $) | Six Months Ended June 30, 2025 (Millions $) | Six Months Ended June 30, 2024 (Millions $) | | :------------------------------------------ | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Income (loss) from continuing operations | 3.4 | 30.7 | (169.6) | 53.4 | | Income tax provision (benefit) | 7.9 | (3.3) | (38.3) | 4.8 | | Interest expense (income), net | 29.0 | (1.6) | 70.0 | (4.4) | | Depreciation and amortization | 82.5 | 22.2 | 143.1 | 44.3 | | Adjusted EBITDA from continuing operations | 156.2 | 63.7 | 268.4 | 121.1 | | Adjusted EBITDA margin | 16.7% | 15.8% | 15.0% | 15.2% | [Segment Results (Detailed Table)](index=8&type=section&id=Segment_Results_Detailed_Table) This table provides detailed segment revenue, adjusted EBITDA, and adjusted EBITDA margin for the JBT and Marel segments for the three and six months ended June 30, 2025 | Segment | Three Months Ended June 30, 2025 Revenue (Millions $) | Three Months Ended June 30, 2025 Adjusted EBITDA (Millions $) | Three Months Ended June 30, 2025 Adjusted EBITDA Margin (%) | Six Months Ended June 30, 2025 Revenue (Millions $) | Six Months Ended June 30, 2025 Adjusted EBITDA (Millions $) | Six Months Ended June 30, 2025 Adjusted EBITDA Margin (%) | | :------ | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | :------------------------------------ | :------------------------------------------ | :------------------------------------------ | | JBT | 454.6 | 81.7 | 18.0% | 863.4 | 142.4 | 16.5% | | Marel | 480.2 | 74.5 | 15.5% | 925.5 | 126.0 | 13.6% | | Total | 934.8 | 156.2 | 16.7% | 1,788.9 | 268.4 | 15.0% | [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed_Consolidated_Balance_Sheets) This section presents the unaudited condensed consolidated balance sheets as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, and stockholders' equity | Metric | June 30, 2025 (Millions $) | December 31, 2024 (Millions $) | | :------------------------------------------ | :------------ | :---------------- | | Total Assets | 8,252.6 | 3,413.8 | | Total Current Assets | 1,529.0 | 1,863.3 | | Property, plant and equipment, net | 803.7 | 233.7 | | Goodwill | 3,101.8 | 769.1 | | Intangible assets, net | 2,571.0 | 340.9 | | Total Current Liabilities | 1,643.7 | 535.5 | | Long-term debt, less current portion | 1,511.3 | 1,252.1 | | Total Stockholders' Equity | 4,374.9 | 1,544.2 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed_Consolidated_Statements_of_Cash_Flows) This section provides the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2025, and 2024, outlining cash flows from operating, investing, and financing activities | Metric | Six Months Ended June 30, 2025 (Millions $) | Six Months Ended June 30, 2024 (Millions $) | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Cash provided by continuing operating activities | 136.6 | 32.0 | | Cash required by continuing investing activities | (1,780.1) | (22.7) | | Cash provided (required) by continuing financing activities | 543.4 | (16.4) | | Net decrease in cash from continuing operations | (1,100.1) | (7.1) | | Cash, cash equivalents and restricted cash from continuing operations, end of period | 130.0 | 474.3 | [Free Cash Flow Reconciliation](index=11&type=section&id=Free_Cash_Flow_Reconciliation) This table reconciles cash provided by continuing operating activities to free cash flow for the six months ended June 30, 2025, and 2024, adjusting for capital expenditures, proceeds from asset disposal, and pension contributions | Metric | Six Months Ended June 30, 2025 (Millions $) | Six Months Ended June 30, 2024 (Millions $) | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Cash provided by continuing operating activities | 136.6 | 32.0 | | Less: capital expenditures | 38.5 | 21.0 | | Plus: proceeds from disposal of assets | 4.5 | 0.9 | | Plus: pension contributions | 3.2 | 1.6 | | Free cash flow (FCF) | 105.8 | 13.5 | [Net Debt and Leverage Ratios](index=12&type=section&id=Net_Debt_Leverage_Ratios) This section provides the calculation of net debt and bank total net leverage ratio as of Q2 2025, showing total debt, cash, and adjustments for credit agreement definitions | Metric | Q2 2025 (Millions $) | Q4 2024 (Millions $) | Q2 2024 (Millions $) | | :------------------------------------------ | :------ | :------ | :------ | | Total debt | 1,921.5 | 1,252.1 | 647.6 | | Less: cash and marketable securities | 111.8 | 1,228.4 | 474.3 | | Net debt | 1,809.7 | 23.7 | 173.3 | | Bank total net leverage ratio | 2.84 | N/A | N/A | | Total net debt to trailing twelve months pro forma adjusted EBITDA | 3.39 | N/A | N/A | [Guidance Reconciliations](index=13&type=section&id=Guidance_Reconciliations) This section provides reconciliations for the full year 2025 guidance, detailing adjustments from GAAP diluted EPS to adjusted diluted EPS guidance and from (loss) from continuing operations to adjusted EBITDA guidance | Metric | Full Year 2025 Guidance | | :------------------------------------------ | :---------------------- | | Diluted earnings per share from net income | ($1.90) - ($1.20) | | Non-GAAP adjustments (total) | 7.31 | | Adjusted diluted earnings per share from net income | $5.45 - $6.15 | | (Loss) from continuing operations | ($100) - ($65) | | Adjusted EBITDA from continuing operations | $560 - $595 | | Adjusted EBITDA margin | 15.25% - 16.0% |