Entegris Reports Results for Second Quarter of 2025
Bertrand Loy, Entegris' President and Chief Executive Officer, said: 'Our second quarter revenue grew 2 percent sequentially and was above our guidance range. Growth was driven by demand for our unit-driven solutions, particularly CMP consumables, selective etch and deposition materials. Gross margin, EBITDA margin and non-GAAP EPS were all within guidance.'
Mr. Loy added: 'Semiconductor industry trends are largely unchanged. AI-enabled applications are driving significant growth in advanced logic and HBM. However, elsewhere, fab activity remains subdued. And in the short term, the uncertainty around trade policies and the macroeconomic environment will continue to have an impact on semiconductor demand. That said, we do expect stronger performance from our business in the second half of this year.'
Mr. Loy concluded: 'Looking further ahead, nothing has changed in our long-term view of the industry. We remain very optimistic and continue to have high confidence in the strong long-term growth outlook for the market and Entegris,' he said. 'Our expertise in materials science and materials purity is increasingly valuable for our customers to help them improve device performance and achieve optimal yields. Because of the uniqueness of our value proposition and the quality of our execution, we expect to outperform the market in the years to come.'
Quarterly Financial Results Summary
(in millions, except percentages and per share data)
Third Quarter Outlook
For the Company's guidance for the third quarter ending September 27, 2025, the Company expects sales of $780 million to $820 million. We expect GAAP net income to be between $65 million and $76 million and diluted earnings per common share is expected to be between $0.43 and $0.50. On a non-GAAP basis, the Company expects diluted earnings per common share to range from $0.68 to $0.75, reflecting net income on a non-GAAP basis in the range of $104 million to $115 million. The Company also expects Adjusted EBITDA of approximately 27.5% of sales.
Segment Results
The Company currently operates in two segments:
Materials Solutions (MS): MS provides materials-based solutions, such as chemical vapor and atomic layer deposition materials, chemical mechanical planarization slurries and pads, ion implantation specialty gases, formulated etch and clean materials, and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing for lower total cost of ownership.
Advanced Purity Solutions (APS): APS offers filtration, purification and contamination-control solutions that improve customers' yield, device reliability and cost by ensuring the purity of critical liquid chemistries and gases and the cleanliness of wafers and other substrates used throughout semiconductor manufacturing processes, the semiconductor ecosystem and other high-technology industries.
Second-Quarter Results Conference Call
Entegris will hold a conference call to discuss its results for the second quarter on Wednesday, July 30, 2025, at 9:00 a.m. Eastern Time. Participants should dial 800-579-2543 or +1 785-424-1789, referencing confirmation ID: ENTGQ225. Participants are asked to dial in 10 minutes prior to the start of the call. For the live webcast and replay of the call, please Click Here.
Management's slide presentation concerning the results for the second quarter will be posted on the Investor Relations section of www.entegris.com.
About Entegris
Entegris is a leading supplier of critical advanced materials and process solutions for the semiconductor and other high-technology industries. Entegris has approximately 8,000 employees throughout its global operations and is ISO 9001 certified. It has manufacturing, customer service and/or research facilities in the United States, Canada, China, Germany, Israel, Japan, Malaysia, Singapore, South Korea, and Taiwan. Additional information can be found at www.entegris.com.
Non-GAAP Information
The Company's condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). Adjusted Net Sales, Adjusted EBITDA, Adjusted Gross Profit, Adjusted Segment Profit, Adjusted Operating Income, non-GAAP Net Income, non-GAAP Adjusted Operating Margin and diluted non-GAAP Earnings Per Common Share, together with related measures thereof, are considered 'non-GAAP financial measures' under the rules and regulations of the Securities and Exchange Commission. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company provides supplemental non-GAAP financial measures to better understand and manage its business and believes these measures provide investors and analysts additional and meaningful information for the assessment of the Company's ongoing results. Management also uses these non-GAAP measures to assist in the evaluation of the performance of its business segments and to make operating decisions. Management believes that the Company's non-GAAP measures help indicate the Company's baseline performance before certain gains, losses or other charges that may not be indicative of the Company's business or future outlook, and that non-GAAP measures offer a more consistent view of business performance. The Company believes the non-GAAP measures aid investors' overall understanding of the Company's results by providing a higher degree of transparency for such items and providing a level of disclosure that will help investors generally understand how management plans, measures and evaluates the Company's business performance. Management believes that the inclusion of non-GAAP measures provides greater consistency in its financial reporting and facilitates investors' understanding of the Company's historical operating trends by providing an additional basis for comparisons to prior periods. The reconciliations of GAAP net sales to Adjusted Net Sales (excluding divestiture), GAAP gross profit to Adjusted Gross Profit, GAAP segment profit to Adjusted Operating Income, GAAP net income to Adjusted Operating Income and Adjusted EBITDA, GAAP net income and diluted earnings per common share to non-GAAP Net Income and diluted non-GAAP Earnings Per Common Share and GAAP outlook to non-GAAP outlook are included elsewhere in this release.
Cautionary Note on Forward-Looking Statements
This news release contains 'forward-looking statements.' The words 'believe,' 'expect,' 'anticipate,' 'intend,' 'estimate,' 'forecast,' 'project,' 'should,' 'may,' 'will,' 'would' or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on current management expectations and assumptions only as of the date of this news release. They are not guarantees of future performance and they involve substantial risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. These risks and uncertainties include, but are not limited to, fluctuations in the demand for semiconductors and the overall volume of semiconductor manufacturing; the impact of global economic uncertainty, including financial market volatility, which may cause or exacerbate negative trends in consumer spending, inflationary pressures and interest rate fluctuations, economic recessions, national debt and bank failures, which may limit our ability to access cash; raw material shortages, supply and labor constraints, and price increases; fluctuations in the Company's revenues and operating results and their impact on the Company's stock price; supply chain interruptions and the Company's dependence on sole, single and limited source suppliers; risks related to the Company's international operations, including challenges in hiring and integrating workers in different countries, maintaining appropriate business practices across the varied jurisdictions in which we operate, and engaging and managing global, regional and local third-party service providers; the impact of regional and global instabilities, hostilities and geopolitical uncertainty, including, but not limited to, the ongoing conflicts between Ukraine and Russia, between Israel and Hamas and other conflicts in the Middle East, as well as the global responses thereto; export controls, economic sanctions, and similar restrictions; tariffs, additional taxes, and other protectionist measures resulting from international trade disputes, strained international relations, and changes in foreign and national security policy; the concentration and consolidation of the Company's customer base; the Company's ability to meet rapid demand shifts; the Company's ability to continue technological innovation and to introduce new products to meet customers' rapidly changing requirements; manufacturing and other operational disruptions or delays; IT system failures, network disruptions, and cybersecurity risks; the risks associated with the use and manufacture of hazardous materials; goodwill impairment; challenges in attracting and retaining qualified personnel; the Company's ability to protect and enforce intellectual property rights; the Company's environmental, social, and governance commitments; legal and regulatory risks, including changes in laws and regulations related to the environment, health and safety, accounting standards, and corporate governance, across the jurisdictions in which the Company operates; changes in taxation or adverse tax rulings; the ability to obtain government incentives and the possibility that competitors will benefit from government incentives for which the Company does not qualify; the amount and consequences of the Company's indebtedness, its ability to repay its debt and to obtain future financing, and the Company's obligations under its current outstanding credit facilities; volatility in the Company's stock price; the payment of cash dividends and the adoption of future share repurchase programs; the Company's ability to effectively implement any organizational changes; substantial competition; the Company's ability to identify, complete and integrate acquisitions, joint ventures, divestitures or other similar transactions; the impacts of climate change; and other matters. These risks and uncertainties also include, but are not limited to, the risk factors and additional information described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the 'SEC') on February 12, 2025, including under the heading 'Risk Factors' in Item 1A, and in the Company's other periodic filings with the SEC. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company undertakes no obligation to update publicly any forward-looking statements or information contained herein, which speak as of their respective dates.
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In millions, except per share data)
(Unaudited)
Six months ended
Jun 28, 2025
Jun 29, 2024
Net sales
$1,565.6
$1,583.7
Cost of sales
857.6
856.1
Gross profit
708.0
727.6
Selling, general and administrative expenses
218.4
228.5
Engineering, research and development expenses
169.1
153.7
Amortization of intangible assets
92.1
97.7
Operating income
228.4
247.7
Interest expense, net
100.1
106.9
Other expense, net
1.1
17.3
Income before income tax expense
127.2
123.5
Income tax expense
11.0
10.1
Equity in net loss of affiliates
0.5
0.4
Net income
$115.7
$113.0
Basic earnings per common share:
$0.76
$0.75
Diluted earnings per common share:
$0.76
$0.74
Weighted average shares outstanding:
Basic
151.5
150.7
Diluted
152.0
151.8
Expand
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In millions)
(Unaudited)
Jun 28, 2025
Dec 31, 2024
ASSETS
Current assets:
Cash and cash equivalents
$376.8
$329.2
Trade accounts and notes receivable, net
494.1
495.3
Inventories, net
694.6
638.1
Deferred tax charges and refundable income taxes
42.2
39.6
Assets held-for-sale
4.8
5.5
Other current assets
93.0
108.6
Total current assets
1,705.5
1,616.3
Property, plant and equipment, net
1,662.3
1,622.9
Right-of-use assets
79.3
83.4
Goodwill
3,944.9
3,943.6
Intangible assets, net
999.0
1,091.7
Deferred tax assets and other noncurrent tax assets
33.9
12.5
Other noncurrent assets
24.6
24.2
Total assets
$8,449.5
$8,394.6
LIABILITIES AND EQUITY
Current liabilities
Current portion of long-term debt
$50.0
$—
Accounts payable
156.8
193.3
Accrued liabilities
232.9
250.2
Liabilities held-for-sale
0.9
1.2
Income taxes payable
76.6
80.5
Total current liabilities
517.2
525.2
Long-term debt
3,937.8
3,981.1
Long-term lease liabilities
68.4
72.1
Other liabilities
117.0
124.7
Shareholders' equity
3,809.1
3,691.5
Total liabilities and equity
$8,449.5
$8,394.6
Expand
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Three months ended
Six months ended
Jun 28, 2025
Jun 29, 2024
Jun 28, 2025
Jun 29, 2024
Operating activities:
Net income
$52.8
$67.7
$115.7
$113.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
51.3
47.4
101.2
92.7
Amortization
46.0
47.5
92.1
97.7
Share-based compensation expense
18.6
26.9
32.0
34.8
Provision for deferred income taxes
(19.3)
(12.8)
(35.5)
(24.1)
Other
22.8
15.1
42.0
55.3
Changes in operating assets and liabilities:
Trade accounts and notes receivable
10.3
(35.1)
8.8
(11.9)
Inventories
(31.0)
(15.8)
(76.2)
(50.7)
Accounts payable and accrued liabilities
(35.3)
(33.7)
(25.7)
(42.6)
Income taxes payable and refundable income taxes
(18.1)
(15.0)
(12.5)
(16.9)
Other
15.4
19.0
12.0
11.1
Net cash provided by operating activities
113.5
111.2
253.9
258.4
Investing activities:
Acquisition of property, plant and equipment
(66.5)
(59.3)
(174.5)
(125.9)
Proceeds from sale of business, net
—
—
—
249.6
Other
(0.1)
0.1
(0.4)
(1.9)
Net cash (used in) provided by investing activities
(66.6)
(59.2)
(174.9)
121.8
Financing activities:
Proceeds from debt
327.0
30.0
507.0
254.5
Payments of debt
(327.0)
(85.0)
(507.0)
(728.3)
Payments for dividends
(15.2)
(15.1)
(30.6)
(30.4)
Issuance of common stock
0.1
1.5
1.5
10.5
Taxes paid related to net share settlement of equity awards
(2.1)
(0.9)
(10.1)
(15.3)
Other
(0.6)
(0.5)
(1.0)
(0.9)
Net cash used in financing activities
(17.8)
(70.0)
(40.2)
(509.9)
Effect of exchange rate changes on cash and cash equivalents
6.8
(2.7)
8.8
(7.2)
Increase (decrease) in cash and cash equivalents
35.9
(20.7)
47.6
(136.9)
Cash and cash equivalents at beginning of period
340.9
340.7
329.2
456.9
Cash and cash equivalents at end of period
$376.8
$320.0
$376.8
$320.0
Expand
Entegris, Inc. and Subsidiaries
Segment Information 1
(In millions)
(Unaudited)
Three months ended
Six months ended
Net sales
Jun 28, 2025
Jun 29, 2024
Mar 29, 2025
Jun 28, 2025
Jun 29, 2024
Materials Solutions
$354.9
$342.3
$341.4
$696.3
$692.3
Advanced Purity Solutions
439.9
472.6
433.9
873.8
895.9
Inter-segment elimination
(2.4)
(2.2)
(2.1)
(4.5)
(4.5)
Total net sales
$792.4
$812.7
$773.2
$1,565.6
$1,583.7
Expand
Three months ended
Six months ended
Segment profit
Jun 28, 2025
Jun 29, 2024
Mar 29, 2025
Jun 28, 2025
Jun 29, 2024
Materials Solutions
$72.5
$70.3
$75.0
$147.5
$137.4
Advanced Purity Solutions
95.9
122.6
108.1
204.0
233.8
Total segment profit
168.4
192.9
183.1
351.5
371.2
Amortization of intangibles
(46.0)
(47.5)
(46.1)
(92.1)
(97.7)
Unallocated expenses
(16.3)
(15.3)
(14.7)
(31.0)
(25.8)
Total operating income
$106.1
$130.1
$122.3
$228.4
$247.7
1 The FY 2024 information has been recast to reflect the Company's Q4 2024 realignment into two reportable segments: Materials Solutions (MS) and Advanced Purity Solutions (APS).
Expand
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Segment Profit to Adjusted Operating Income 1
(In millions)
(Unaudited)
Three months ended
Six months ended
Adjusted segment profit
Jun 28, 2025
Jun 29, 2024
Mar 29, 2025
Jun 28, 2025
Jun 29, 2024
MS segment profit
$72.5
$70.3
$75.0
$147.5
$137.4
Restructuring costs 2
3.0
—
0.1
3.1
—
Loss (gain) on sale of business 3
—
0.5
—
—
(4.3)
Impairment of long-lived assets 4
—
—
—
—
13.0
MS adjusted segment profit
$75.5
$70.8
$75.1
$150.6
$146.1
APS segment profit
$95.9
$122.6
$108.1
$204.0
$233.8
Restructuring costs 2
9.9
—
2.3
12.2
—
APS adjusted segment profit
$105.8
$122.6
$110.4
$216.2
$233.8
Unallocated general and administrative expenses
$16.3
$15.3
$14.7
$31.0
$25.8
Less: unallocated deal and integration costs
—
(0.8)
—
—
(2.9)
Less: unallocated restructuring costs 2
(0.4)
—
—
(0.4)
—
Adjusted unallocated general and administrative expenses
$15.9
$14.5
$14.7
$30.6
$22.9
Total adjusted segment profit
$181.3
$193.4
$185.5
$366.8
$379.9
Less: adjusted unallocated general and administrative expenses
(15.9)
(14.5)
(14.7)
(30.6)
(22.9)
Total adjusted operating income
$165.4
$178.9
$170.8
$336.2
$357.0
1 The FY 2024 information has been recast to reflect the Company's Q4 2024 realignment into two reportable segments: Materials Solutions (MS) and Advanced Purity Solutions (APS).
2 Restructuring charges resulting from discrete cost saving initiatives, inclusive of employee termination benefit and asset impairment charges.
3 Loss (gain) from the sale of the Company's Pipeline and Industrial Materials ('PIM') business.
4 Impairment of long-lived assets related to a small, industrial specialty chemicals business.
Expand
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA
(In millions)
(Unaudited)
Three months ended
Six months ended
Jun 28, 2025
Jun 29, 2024
Mar 29, 2025
Jun 28, 2025
Jun 29, 2024
Net sales
$792.4
$812.7
$773.2
$1,565.6
$1,583.7
Net income
$52.8
$67.7
$62.9
$115.7
$113.0
Net income - as a % of net sales
6.7%
8.3%
8.1%
7.4%
7.1%
Adjustments to net income:
Equity in net loss of affiliates
0.2
0.2
0.3
0.5
0.4
Income tax expense
2.8
6.7
8.2
11.0
10.1
Interest expense, net
50.5
52.5
49.6
100.1
106.9
Other (income) expense, net
(0.2)
3.0
1.3
1.1
17.3
GAAP - Operating income
106.1
130.1
122.3
228.4
247.7
Operating margin - as a % of net sales
13.4%
16.0%
15.8%
14.6%
15.6%
Integration costs:
Professional fees 1
—
0.3
—
—
2.3
Severance costs 2
—
0.5
—
—
0.6
Restructuring costs 3
13.3
—
2.4
15.7
—
Loss (gain) on sale of business 4
—
0.5
—
—
(4.3)
Impairment of long-lived assets 5
—
—
—
—
13.0
Amortization of intangible assets 6
46.0
47.5
46.1
92.1
97.7
Adjusted operating income
165.4
178.9
170.8
336.2
357.0
Adjusted operating margin - as a % of net sales
20.9%
22.0%
22.1%
21.5%
22.5%
Depreciation
51.3
47.4
49.9
101.2
92.7
Adjusted EBITDA
$216.7
$226.3
$220.7
$437.4
$449.7
Adjusted EBITDA - as a % of net sales
27.3%
27.8%
28.5%
27.9%
28.4%
1 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations.
2 Represents severance charges related to the integration of CMC Materials.
3 Restructuring charges resulting from discrete cost saving initiatives, inclusive of employee termination benefit and asset impairment charges.
4 Loss (gain) from the sale of the Company's PIM business.
5 Impairment of long-lived assets related to a small, industrial specialty chemicals business.
6 Non-cash amortization expense associated with intangibles acquired in acquisitions.
Expand
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income and Diluted Earnings per Common Share to Non-GAAP Net Income and Diluted Non-GAAP Earnings per Common Share
(In millions, except per share data)
(Unaudited)
Three months ended
Six months ended
Jun 28, 2025
Jun 29, 2024
Mar 29, 2025
Jun 28, 2025
Jun 29, 2024
GAAP net income
$52.8
$67.7
$62.9
$115.7
$113.0
Adjustments to net income:
Integration costs:
Professional fees 1
—
0.3
—
—
2.3
Severance costs 2
—
0.5
—
—
0.6
Restructuring costs 3
13.3
—
2.4
15.7
—
Loss on extinguishment of debt and modification 4
—
0.7
—
—
12.3
Loss (gain) on sale of business 5
—
0.5
—
—
(4.3)
Impairment of long-lived assets 6
—
—
—
—
13.0
Amortization of intangible assets 7
46.0
47.5
46.1
92.1
97.7
Tax effect of adjustments to net income and discrete tax items 8
(11.5)
(10.1)
(9.9)
(21.4)
(23.7)
Non-GAAP net income
$100.6
$107.1
$101.5
$202.1
$210.9
Diluted earnings per common share
$0.35
$0.45
$0.41
$0.76
$0.74
Effect of adjustments to net income
$0.31
$0.26
$0.25
$0.57
$0.65
Diluted non-GAAP earnings per common share
$0.66
$0.71
$0.67
$1.33
$1.39
Diluted weighted averages shares outstanding
151.9
151.8
152.0
152.0
151.8
1 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations.
2 Represents severance charges related to the integration of CMC Materials.
3 Restructuring charges resulting from discrete cost saving initiatives, inclusive of employee termination benefit and asset impairment charges.
4 Non-recurring loss on extinguishment of debt and modification of our Existing Credit Agreement in 2024.
5 Loss (gain) from the sale of the Company's PIM business.
6 Impairment of long-lived assets related to a small, industrial specialty chemicals business.
7 Non-cash amortization expense associated with intangibles acquired in acquisitions.
8 The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate for each respective year.
Expand
Jun 28, 2025
Jun 29, 2024
Mar 29, 2025
Jun 28, 2025
Jun 29, 2024
Net sales
$792.4
$812.7
$773.2
$1,565.6
$1,583.7
Less: divestiture 1
—
—
—
—
(33.9)
Adjusted net sales (excluding divestiture) Non-GAAP
$792.4
$812.7
$773.2
$1,565.6
$1,549.8
1 Adjusted to exclude net sales from the PIM business, which was divested in Q1 2024.
Expand
Third Quarter Outlook
Reconciliation GAAP net income to non-GAAP net income
September 27, 2025
GAAP net income
$65 - $76
Adjustments to net income:
Amortization of intangible assets
46
Income tax effect
(7)
Non-GAAP net income
$104 - $115
Expand
Third Quarter Outlook
Reconciliation GAAP diluted earnings per share to non-GAAP diluted earnings per share
Diluted earnings per common share
$0.43 - $0.50
Adjustments to earnings per share:
Amortization of intangible assets
0.30
Income tax effect
(0.05)
Diluted non-GAAP earnings per common share
$0.68 - $0.75
*As a result of displaying amounts in millions, rounding differences may exist in the tables.
Expand
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CHICAGO--(BUSINESS WIRE)-- JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM), a leading global technology solutions provider to high-value segments of the food & beverage industry, today reported financial results for the second quarter of 2025. "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," said Brian Deck, Chief Executive Officer. "Our outperformance was primarily driven by better than expected recurring revenue and favorable foreign exchange translation." "We are re-establishing full year 2025 guidance given greater clarity around tariff policies and further supported by the strength of our backlog. We expect that second half 2025 margins will reflect the increased cost of tariffs and a higher mix of equipment revenue." Comparisons in this news release are to the comparable period of the prior year, unless otherwise noted. An earnings presentation with supplemental information is available on the Company's Investor Relations website at JBT Marel Second Quarter 2025 Consolidated Results "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," said Matt Meister, Chief Financial Officer. "Our ability to quickly reduce leverage by over half a turn since the closing of the Marel transaction at the beginning of 2025 demonstrates the strength of the cash flow model of the combined business." Second quarter 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. Net income from continuing operations of $3 million, representing a margin of 0.4 percent, 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. Second quarter 2025 consolidated adjusted EBITDA was $156 million, representing a margin of 16.7 percent. Diluted EPS was $0.07, and adjusted EPS was $1.49. Orders totaled $938 million, inclusive of approximately $22 million in year-over year tailwind from foreign exchange translation, and quarter-ending backlog was $1.4 billion. Year to date operating cash flow from continuing operations was $137 million, and free cash flow was $106 million. As of June 30, 2025, the Company's bank leverage ratio was 2.8x, which includes the benefit of certain run rate synergies. As noted above, net debt to trailing twelve months pro forma adjusted EBITDA was just below 3.4x. Additionally, the Company's liquidity as of June 30, 2025, was approximately $1.3 billion. JBT Marel Second Quarter 2025 Segment Results Synergy Actions and Target Cost Savings 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. These anticipated synergy savings will be driven by the Company's integration efforts related to operating expense and supply chain. For the second quarter of 2025, JBT Marel incurred $6 million in restructuring costs and $20 million in M&A related costs while realizing year-over-year savings of $5 million in operating expense and an additional $3 million in supply chain. JBT Marel Outlook JBT Marel is re-establishing full year 2025 guidance given greater clarity around tariff policies and the strength of its backlog. The guidance for the second half of 2025 reflects an additional $20 - $30 million in estimated net costs from tariffs, expected mix of equipment versus recurring revenue, continued realization of synergy benefits, updated net interest expense, and updated favorable foreign exchange translation impact. The below table reflects JBT Marel's consolidated guidance for full year 2025. JBT Marel expects full year 2025 revenue will include an approximate $70 - $85 million year-over-year tailwind from foreign exchange translation. For the full year 2025, JBT Marel expects to incur certain one-time and acquisition related costs, which are included in income from continuing operations margin and GAAP EPS guidance and excluded from adjusted EPS and adjusted EBITDA margin. These 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, which occurred in the first quarter; $12 million in interest expense from M&A bridge financing fees and related costs, which was incurred in the first quarter; and $11 million in loss on investment from an impairment charge related to a joint-venture, which occurred in the second quarter. For the full year 2025, net interest expense is anticipated to be $105 - $110 million, which includes $12 million in M&A bridge financing fees and related costs. Other income related to cross currency swaps on the Term Loan B is expected to be approximately $10 million. Total depreciation and amortization is estimated to be approximately $285 million, including approximately $195 million in acquisition related amortization and depreciation. The tax rate included in GAAP EPS is expected to be approximately 11 - 12 percent. The tax rate included in adjusted EPS is expected to be approximately 24 - 25 percent. Earnings Conference Call A conference call is scheduled for 10:00 a.m. ET / 14:00 GMT on Tuesday, August 5, 2025, to discuss second quarter 2025 results. A simultaneous webcast and audio replay of the call will be available on the Company's Investor Relations website at About JBT Marel Corporation JBT Marel Corporation (NYSE and Nasdaq Iceland: JBTM) is a leading global technology solutions provider to high-value segments of the food & beverage industry. JBT Marel brings together the complementary strengths of both the JBT and Marel organizations to transform the future of food. JBT Marel 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. JBT Marel 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. JBT Marel operates sales, service, manufacturing and sourcing operations in more than 30 countries. For more information, please visit Non-GAAP Measures and Reconciliations to GAAP Measures Adjusted EBITDA, adjusted EBITDA margin, adjusted EPS, and free cash flow are non-GAAP financial measures. JBT Marel provides non-GAAP financial measures in order to increase transparency in our operating results and trends. These non-GAAP measures eliminate certain costs or benefits from, or change the calculation of, a measure as calculated under U.S. GAAP. By eliminating these items, JBT Marel provides a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP measures in financial and operational evaluation, planning and forecasting. These calculations may differ from similarly-titled measures used by other companies. The non-GAAP financial measures disclosed are not intended to be used as a substitute for, nor should they be considered in isolation of, financial measures prepared in accordance with U.S. GAAP. Reconciliations of non-GAAP financial measures can be found in the supplemental schedules to this release. 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 JBT Marel will be achieved. These forward-looking statements include, among others, statements relating to our business and our results of operations, including our outlook, the benefits or results of our acquisition of Marel hf. (the "Marel Transaction"), our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. The factors that could cause our actual results to differ materially from expectations include, but are not limited, to the following factors: the inability to successfully integrate the legacy businesses of JBT and Marel, operationally, technologically, culturally or otherwise, in a manner that permits the combined company to achieve the benefits and synergies anticipated from the Marel Transaction on the anticipated timeline or at all; fluctuations in our financial results; changes to tariffs, trade regulation, quotas, or duties; deterioration of economic conditions, including impacts from supply chain delays and reduced material or component availability; unanticipated delays or accelerations in our sales cycles; inflationary pressures, including increases in energy, raw material, freight and labor costs; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; fluctuations in currency exchange rates and interest rates; changes in food consumption patterns; impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products; weather conditions and natural disasters; the impact of climate change and environmental protection initiatives; acts of terrorism or war, including the ongoing conflicts in Ukraine and the Middle East; termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high inflation; customer sourcing initiatives; competition and innovation in our industries; 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; catastrophic loss at any of our facilities and business continuity of our information systems; cyber-security risks such as network intrusion or ransomware schemes; loss of key management and other personnel; potential liability arising out of the installation or use of our systems; our ability to comply with U.S. and international laws governing our operations and industries; increases in tax liabilities; work stoppages; our ability to remediate the material weaknesses relating to the Marel financial statements; 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, our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, 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. JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES (Unaudited and in millions, except per share data) Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024 Income (loss) from continuing operations $ 3.4 $ (173.0) $ (6.9) $ 38.1 $ 30.7 Non-GAAP adjustments Restructuring related costs (1) 5.6 10.6 0.3 (0.2) 0.2 M&A related costs (2) 20.0 74.4 53.3 12.9 14.5 Loss on investment 10.6 — — — — Amortization of bridge financing debt issuance cost — 12.4 4.7 1.2 1.2 Acquisition related amortization and depreciation 58.3 41.7 11.4 11.0 11.1 Impact on tax provision from Non-GAAP adjustments (3) (20.2) (31.0) (16.7) (6.3) (6.8) Recognition of non-cash pension plan related settlement costs — 146.9 23.3 — — Impact on tax provision from non-cash pension plan related settlement costs — (37.1) (6.0) — — Deferred tax benefit related to an internal reorganization — — — — (8.8) Discrete tax adjustment from M&A activity — 5.4 — — — Adjusted income from continuing operations $ 77.7 $ 50.3 $ 63.4 $ 56.7 $ 42.1 Income (loss) from continuing operations $ 3.4 $ (173.0) $ (6.9) $ 38.1 $ 30.7 Total shares and dilutive securities 52.2 51.7 32.2 32.2 32.2 Diluted earnings per share from continuing operations $ 0.07 $ (3.35) $ (0.21) $ 1.18 $ 0.95 Adjusted income from continuing operations $ 77.7 $ 50.3 $ 63.4 $ 56.7 $ 42.1 Total shares and dilutive securities 52.2 51.9 32.2 32.2 32.2 Adjusted diluted earnings per share from continuing operations $ 1.49 $ 0.97 $ 1.97 $ 1.76 $ 1.31 (1) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business. (2) M&A related costs for the three months ended June 30, 2025, include advisory and transaction related costs for both potential and completed M&A transactions and strategy of $4.6 million, amortization of inventory step-up from business combinations of $9.3 million, and integration costs of $6.1 million. M&A related costs are excluded as they are generally short-term in nature and turn over quickly or are not part of the ongoing operations of our underlying business. (3) Impact on tax provision was calculated using the enacted rate for the relevant jurisdiction for each period shown. The above table reports adjusted income from continuing operations and adjusted diluted earnings per share from continuing operations, 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. Expand JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES (Unaudited and in millions) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 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) Other financing (income) (1) (3.0) — (5.0) — Loss on investment 10.6 — 10.6 — Pension expense, other than service cost (2) 0.2 1.0 147.0 2.0 Restructuring related costs (3) 5.6 0.2 16.2 1.3 M&A related costs (4) 20.0 14.5 94.4 19.7 Depreciation and amortization (5) 82.5 22.2 143.1 44.3 Adjusted EBITDA from continuing operations $ 156.2 $ 63.7 $ 268.4 $ 121.1 Total revenue $ 934.8 $ 402.3 $ 1,788.9 $ 794.6 Income (loss) from continuing operations margin 0.4 % 7.6 % (9.5) % 6.7 % Adjusted EBITDA margin 16.7 % 15.8 % 15.0 % 15.2 % (1) Other financing income represents transaction gains from fair value hedges on our foreign currency denominated debt, and are considered non-operating as they relate to our cost of borrowing on this debt. (2) 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. (3) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business. (4) M&A related costs for the three and six months ended June 30, 2025, respectively, include advisory and transaction related costs for both potential and completed M&A transactions and strategy of $4.6 million and $57.7 million, amortization of inventory step-up from business combinations of $9.3 million and $19.9 million, and integration costs of $6.1 million and $16.8 million. M&A related costs are excluded as they are generally short-term in nature and turn over quickly or are not part of the ongoing operations of our underlying business. (5) Depreciation and amortization, including the 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. Expand JBT MAREL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited and in millions) December 31, 2024 Assets Cash and cash equivalents $ 111.8 $ 1,228.4 Restricted cash 18.2 — Trade receivables, net of allowances 542.2 335.1 Inventories 661.1 233.1 Other current assets 195.7 66.7 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 Other assets 247.1 206.8 Total Assets $ 8,252.6 $ 3,413.8 Liabilities and Stockholders' Equity Short-term debt and current portion of long-term debt $ 410.2 $ — Accounts payable, trade and other 288.9 131.0 Advance and progress payments 521.9 194.1 Other current liabilities 422.7 210.4 Total current liabilities 1,643.7 535.5 Long-term debt, less current portion 1,511.3 1,252.1 Accrued pension and other post-retirement benefits, less current portion 17.5 19.3 Other liabilities 705.2 62.7 Common stock and additional paid-in capital 2,731.8 232.8 Retained earnings 1,356.2 1,535.9 Accumulated other comprehensive loss 286.9 (224.5) Total stockholders' equity 4,374.9 1,544.2 Total liabilities and stockholders' equity $ 8,252.6 $ 3,413.8 Expand JBT MAREL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited and in millions) Six Months Ended June 30, 2025 2024 Cash flows from continuing operating activities Net income (loss) $ (169.6) $ 53.5 Less: Income from discontinued operations, net of taxes — 0.1 Income (loss) from continuing operations (169.6) 53.4 Adjustments to reconcile income to cash provided by operating activities Depreciation and amortization 143.1 44.3 Stock-based compensation 9.3 7.8 Other 196.9 5.8 Changes in operating assets and liabilities Trade accounts receivable, net 31.2 (29.8) Inventories (64.7) (22.6) Accounts payable, trade and other 14.3 2.7 Advance and progress payments 26.5 (16.8) Other - assets and liabilities, net (50.4) (12.8) Cash provided by continuing operating activities 136.6 32.0 Cash flows from continuing investing activities Acquisitions, net of cash acquired (1,746.0) — Proceeds from sale of AeroTech, net (0.1) (2.6) Capital expenditures (38.5) (21.0) Other 4.5 0.9 Cash required by continuing investing activities (1,780.1) (22.7) Cash flows from continuing financing activities Net payments for domestic credit facilities (246.5) — Net proceeds from Term Loan B, net of debt issuance costs 888.1 — Settlement of deal contingent hedge (42.5) — Dividends (10.5) (6.4) Other (45.2) (10.0) Cash provided (required) by continuing financing activities 543.4 (16.4) Net decrease in cash from continuing operations (1,100.1) (7.1) Net cash required by discontinued operations — (0.1) Effect of foreign exchange rate changes on cash and cash equivalents 1.7 (1.8) Net decrease in cash, cash equivalents and restricted cash (1,098.4) (9.0) Cash and cash equivalents from continuing operations, beginning of period 1,228.4 483.3 Add: Cash and cash equivalents from discontinued operations, beginning of period — — Add: Net decrease in cash and cash equivalents (1,098.4) (9.0) Less: Cash and cash equivalents from discontinued operations, end of period — — Cash, cash equivalents and restricted cash from continuing operations, end of period $ 130.0 $ 474.3 Expand JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES FREE CASH FLOW (Unaudited and in millions) Six Months Ended June 30, 2025 2024 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 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. For free cash flow purposes, we consider contributions to pension plans to be more comparable to payment of debt, and therefore exclude these contributions from the calculation of free cash flow. Expand JBT MAREL CORPORATION NET DEBT CALCULATION (Unaudited and in millions) As of Quarter Ended Change From Total debt $ 1,921.5 $ 1,252.1 $ 647.6 $ 669.4 $ 1,273.9 Less: cash and marketable securities 111.8 1,228.4 474.3 (1,116.6) (362.5) Net debt $ 1,809.7 $ 23.7 $ 173.3 $ 1,786.0 $ 1,636.4 Expand JBT MAREL CORPORATION BANK TOTAL NET LEVERAGE RATIO CALCULATION (Unaudited and in millions) Q2 2025 Total debt $ 1,921.5 Less: cash and marketable securities 111.8 Net debt 1,809.7 Other items considered debt under the credit agreement 37.3 Consolidated total indebtedness (1) $ 1,847.0 Trailing twelve months adjusted EBITDA from continuing operations 442.2 Pro forma EBITDA of recent acquisitions (2) 90.9 Trailing twelve months pro forma adjusted EBITDA 533.1 Other adjustments net to earnings under the credit agreement 118.2 Consolidated EBITDA (1) $ 651.3 Bank total net leverage ratio (Consolidated total indebtedness / Consolidated EBITDA) 2.84 3.39 (1) As defined in the credit agreement. Expand JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES (Unaudited and in cents) Guidance Full Year 2025 Diluted earnings per share from net income ($1.90) - ($1.20) Non-GAAP adjustments: Restructuring related costs (1) 0.48 M&A related costs (2) 2.01 Acquisition related amortization and depreciation (3) 3.75 Bridge financing fees and related costs (4) 0.24 Pension plan lump sum payment and termination (5) 2.82 Loss on investment (6) 0.21 Impact on tax provision from Non-GAAP adjustments (7) (2.15) Adjusted diluted earnings per share from net income $5.45 - $6.15 Expand JBT MAREL CORPORATION NON-GAAP FINANCIAL MEASURES (Unaudited and in millions) Guidance Full Year 2025 (Loss) from continuing operations ($100) - ($65) Income tax provision ($11) - ($9) Pension expense, other than service cost (5) ~ $147 Interest expense, net $110 - $105 Other financing income (8) ~ ($10) Loss on investment (6) ~ $11 Restructuring related costs (1) ~ $25 M&A related costs (2) ~ $105 Depreciation and amortization ~ $285 Adjusted EBITDA from continuing operations $560 - $595 Revenue $3,675 - $3,725 (Loss) from continuing operations margin (2.7%) - (1.7%) Adjusted EBITDA margin 15.25% - 16.0% (1) Restructuring related costs are estimated to be approximately $25 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (2) M&A related costs are estimated to be approximately $105 million for the full year 2025, of which $20 million is related to amortization of inventory step up from business combinations, $27 million is related to integration costs, and $58 million is related to advisory and transaction related costs for both potential and completed M&A transactions and strategy. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (3) Acquisition related amortization and depreciation is expected to be approximately $195 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (4) Bridge financing fees and related costs are estimated to be approximately $12 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (5) Pension expense, other than service cost for the lump sum payment and termination of the pension plan is estimated to be approximately $147 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (6) Loss on investment is estimated to be approximately $11 million for the full year 2025. This is an impairment loss from a joint-venture investment, which occurred in the second quarter. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. (7) Impact on tax provision for 2025 tax provision on non-GAAP adjustments was calculated using a tax rate of approximately 24-25% based on a estimate of the tax rate of the country in which the non-GAAP adjustments are originating. (8) Other financing income is estimated to be approximately $10 million for the full year 2025. The amount has been divided by our estimate of 52.2 million total shares and dilutive securities to derive earnings per share. Expand
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J.B. Poindexter & Co., Inc. Announces Closing of $250 Million Private Senior Unsecured Notes Offering
HOUSTON--(BUSINESS WIRE)--J.B. Poindexter & Co., Inc. (the 'Company'), a privately-held company, today announced that it has closed its private offering of $250 million aggregate principal amount of senior unsecured notes due 2031 (the 'New 2031 Notes'). The New 2031 Notes were priced at 100.500% of the principal amount plus accrued interest from June 15, 2025 to the closing date and will bear interest at 8.750% per annum. The New 2031 Notes form a single series with, and have the same terms as, the Company's outstanding 8.750% senior notes due 2031 that were previously issued on December 18, 2023 (other than with respect to the issue price and the issue date). Net proceeds, after payment of fees and expenses, will be used to repay the Company's $175 million bridge credit facility, with the remaining net proceeds to be used to repay the Company's asset-based lending facility. Share The New 2031 Notes are guaranteed by certain subsidiaries of the Company. The Company will pay interest on the New 2031 Notes semi-annually on June 15 and December 15 of each year, beginning June 15, 2025. The Company intends to use the net proceeds from the offering (i) to pay related fees and expenses and (ii) to repay the Company's $175 million bridge credit facility. The Company intends to use the remaining net proceeds to repay the Company's asset-based lending facility. The New 2031 Notes were offered by the initial purchasers only to persons reasonably believed to be 'qualified institutional buyers' in reliance on Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The New 2031 Notes have not been, and will not be, registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the New 2031 Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. About J.B. Poindexter & Co., Inc. J.B. Poindexter & Co., Inc. is a privately-held company that, through its business units, designs, manufactures and markets commercial truck bodies, step vans and delivery vehicles, pick-up truck caps and tonneau covers, ambulances and buses, service/utility truck and van bodies, commercial vehicle storage and shelving systems, funeral coaches and limousines, and expandable foam packaging products. Since its formation in the mid-1980s, J.B. Poindexter & Co., Inc. has grown to be a manufacturing-focused business with four of its eight business units having leading market shares in their respective served markets in the United States and Canada. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words 'believe,' 'expect,' 'expected,' 'anticipate,' 'intends,' 'estimate,' 'forecast,' 'project,' 'should,' 'may,' 'will,' 'would' or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements related to the Company's intentions regarding the intended use of proceeds and other matters. These statements involve risks and uncertainties, and actual results may differ. These risks and uncertainties include, but are not limited to, the risks set forth in the offering documentation. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
