Jbt Marel Corporation · NYSE:JBTM
Jbt Marel — Investor Presentation (May 2024)
34 slides from Jbt Marel's investor presentation, May 2024
Slide 1: Investor Presentation May 2024
Investor Presentation May 2024 1 2
Slide 2: Forward-Looking and Non-GAAP Statements
Forward-Looking and Non-GAAP Statements These slides and the accompanying presentation (collectively, the “presentation”) contain 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 a
Slide 3: Important Additional Information
Important Additional Information Important Notices This presentation is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which suc
Slide 4: Introduction to JBT
Introduction to JBT 4 2
Slide 5: JBT at a Glance: Leading Global Technology Solutions Provider
JBT at a Glance: Leading Global Technology Solutions Provider to High-Value Segments of the Food & Beverage Industry 1884 3,000+ 25+ ~$2.9B ~5,100 JBT (NYSE) Year Founded Customers Globally (1) Countries (1) Market Cap (2) Employees (1) Listed Since 2008 ~$1.7B $273M $167M 51% 16.4% 0.6x 2023 Revenu
Slide 6: Our Purpose, Vision and Values
OUR PURPOSE Why we exist Fortify the Future of Food =<, | FORTIFY (Oger. / THE FUTURE <— / OF FoopD OUR VISION Where we are headed We will be the global leader in food and beverage technology by harnessing the full power of JBT to partner with our customers and pioneer sustainable innovation. OUR VA
Slide 7: Broad Participation in Diverse Food & Beverage Markets is a Strong Differentiator
Broad Participation in Diverse Food & Beverage Markets is a Strong Differentiator JBT 2023 Equipment Orders by End Market 24% 15% 13% 12% Poultry Beverages, Fruit & Meat & Juices, Dairy & Vegetables Seafood Alternatives 11% 9% 9% 4% 3% Ready Meals, Warehouse Pharmaceuticals Pet Food, Plant Other Con
Slide 8: JBT's Broad Set of Innovative Solutions and Process Knowledge
JBT’s Broad Set of Innovative Solutions and Process Knowledge Meet Evolving Customer Demands Selected Product Solutions Tray Sealing & End of Fresh Cut Fruit & Filling & Closing Preservation Powder & Liquid Automated Guided Line Packaging Vegetable Processing Solutions Solutions Processing Vehicles
Slide 9: Resiliency of Investment by Food & Beverage Producers Supports JBT
Resiliency of Investment by Food & Beverage Producers Supports JBT Indexed Capex Comparison (1) Benefits of Stable Demand for Food & Beverage Products Flatter growth expected in 2024 ▪ Continued growth in food and Quick capex given larger capacity beverage consumption creates a less expansions in pr
Slide 10: Demonstrated Resiliency with Recurring Revenue Model
Demonstrated Resiliency Through the Cycle with Recurring Revenue Model Leveraging Large Global Installed Base JBT Recurring Revenue ($ millions) Recurring Revenue Driven by $846 Sales and Service Network $751 ▪ ~600 field service technicians globally support equipment and leases $662 Parts & $587 $6
Slide 11: We Have Been Advancing Our Elevate 2.0 Strategy
We Have Been Advancing Our Elevate 2.0 Strategy Organic Digital Margin Mergers & Growth Transformation Enhancement Acquisitions ✓Dedication to application ✓Customers want to invest in tools ✓JBT Business Operating system ✓Proceeds from sale of AeroTech knowledge, service and digital resources that p
Slide 12: Driving Organic Growth at JBT
Driving Organic Growth at JBT Growing above Providing solutions Serving customers Need for automation, durable market in diverse markets through holistic digital, and demand with durable demand partnership model sustainable solutions Enabled by broad More consistent consumption Increased cross-selli
Slide 13: Continued Operational Enhancement Opportunities
Continued Operational Enhancement Opportunities JBT Business System & Relentless Supply Chain & Strategic Sourcing Continuous Improvement (Lean) Initiatives Supply Base Strategy Consolidation Deployment Make vs Buy Kaizen & Lean Tools 200+ bps Decisions Medium-Term Opportunity Value Engineering & Co
Slide 14: Disciplined Capital Allocation Strategy Supports Growth
Disciplined Capital Allocation Strategy Supports Growth JBT Capital Deployment Priorities JBT Net Leverage Ratio (1) 3.0x Return generating Complementary 2.8x capital expenditures M&A 0.5x 0.6x 0.6x Target leverage of Return capital to 2.0 – 3.0x shareholders Q1 Q2 Q3 Q4 Q1 2023 2023 2023 2023 2024
Slide 15: Proven Ability to Execute and Integrate M&A
Proven Ability to Execute and Integrate M&A JBT M&A Framework for Strategic and Financial Criterium / Returns Key M&A Focus Areas: Targets With: ROIC Target: Primary, further processing, end of Strong intellectual property in key Double-digit by year three for line packaging, and technologies that c
Slide 16: JBT's Responsibility and Sustainability Framework
JBT’s Responsibility and Sustainability Framework CUSTOMER SOLUTIONS RESPONSIBLE OPERATIONS PEOPLE AND COMMUNITIES ▪ Water, steam, energy and utility ▪ Manufacturing and office operations ▪ Safety for all, first and foremost optimization ▪ Consumables reduction/reuse ▪ Employee satisfaction, develop
Slide 17: ESG Framework Benefits JBT and Our Customers
ESG Framework Benefits JBT and Our Customers Customer Solutions Responsible Operations People and Communities JBT empowers customers to optimize energy and water JBT takes every opportunity to reduce our carbon JBT strives to engage our employees to foster a diverse, consumption, prioritize food saf
Slide 18: Business Combination with Marel
Business Combination with Marel 18 2
Slide 19: Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Company
Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Solutions Company Expected value-creating opportunities Combining two complementary companies to create a compelling Solutions 1 platform to accelerate growth by offering broader solutions, holistic application kn
Slide 20: Transaction Overview
Transaction Overview ▪ On April 4, JBT executed a definitive agreement with Marel related to JBT’s previously announced intention to make a voluntary takeover offer for all issued and outstanding shares of Marel ▪ Offer of €1.26 per share in cash and 0.0265x shares of JBT stock per share of Marel, i
Slide 21: Target Timeline for Transaction Next Steps
Target Timeline for Transaction Next Steps May June July August September October November December – Q1 2025 2024 2025 S-4 May Late-July: Target preliminary Target SEC S-4 filing approval JBT Stockholder Vote Late-August: Target JBT special stockholder meeting / stockholder vote Voluntary Takeover
Slide 22: Harnessing Marel's Heritage and Legacy
Harnessing Marel’s Heritage and Legacy Honoring Marel’s Mission to Work in Partnership With Customers to Transform the Way Food is Processed Leading Technology Customer Focus People and Culture Combined company to be ✓ History of innovation and R&D ✓ Focus on effortless customer ✓ Uphold Marel’s val
Slide 23: Harnessing Marel's Heritage and Legacy – Governance
Harnessing Marel’s Heritage and Legacy – Governance Board Integration Icelandic Gardabaer Representation Committee Listing Facility ✓ Combined company’s Board of ✓ Brian Deck and Arni Sigurdsson ✓ Will pursue a secondary Nasdaq ✓ Gardabaer facility in Iceland will Directors will consist of 5 will se
Slide 24: Combination of Two Complementary Food & Beverage Processing Companies
Combination of Two Complementary Food & Beverage Processing Companies Should Provide Enhanced Scale & Profitable Growth $ millions TTM as of 12/31/23 Revenue $1,664 $1,876 Adjusted EBITDA (1) (2) $273 $237 Adjusted EBITDA Margin 16.4% 12.6% Revenue by 9% 10% Geography Americas 25% 40% EMEA 50% APAC
Slide 25: Combined Company to Benefit from Secular Trends
Combined Company to Benefit from Secular Trends In Food & Beverage Processing Protein Evolving Consumer Labor Digitally Enabled Environmental Consumption Preferences Automation Efficiency Sustainability Drivers of growth: Consumer needs: Adoption drivers: Customer needs: Stakeholder focus: ▪ Rising
Slide 26: Complementary Product Capabilities Across Value Chain
Complementary Product Capabilities Across Value Chain Illustrative Poultry Processing Chain Marel solutions JBT solutions Primary Secondary Further End of Handling Processing Processing Line ▪ Live Bird Handling ▪ Cut Up ▪ Preparation ▪ Tray/Case Packaging ▪ Defeathering/Skinning ▪ Deboning ▪ Formin
Slide 27: Expect to Deliver Compelling Synergies
Expect to Deliver Compelling Synergies Identified & Expected Annual Run-Rate Additional Potential Revenue Synergies Cost Synergies Cross-selling capabilities through diversified and scaled product offering OPEX 45% >$125M within 3 years COGS post close 55% Go-to market effectiveness Enhanced custome
Slide 28: Expect to Generate Meaningful Value & Maintain Financial Flexibility
Expect to Generate Meaningful Value & Maintain Financial Flexibility Ability to Quickly De-lever Through Strong Free Pro Forma Net Leverage Ratio (2) Cash Flow Generation <3.5x ▪ Combined company expected to generate meaningful free cash flow with >100% free cash flow conversion (1) Well below 3.0x
Slide 29: Illustrative Valuation of JBT and Marel Based on Offer Terms
Illustrative Valuation of JBT and Marel Based on Offer Terms In $ billions unless otherwise stated Total Shares Outstanding (millions) 32.2 754 Offer Price Terms (per share) $96.25 $3.85 Implied Equity Value at Agreed Upon Offer Price ~$3.1 ~$2.9 Less: Cash Consideration of Offer - ~(1.0) Resulting
Slide 30: Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Company
Highly Complementary Merger Would Create a Leading Global Food and Beverage Technology Solutions Company Expected value-creating opportunities Combining two complementary companies to create a compelling Solutions 1 platform to accelerate growth by offering broader solutions, holistic application kn
Slide 31: Appendix: Non-GAAP Reconciliations
Appendix Non-GAAP Reconciliations 31 2
Slide 32: Reconciliation of JBT Income from Continuing Operations to Adjusted EBITDA
Reconciliation of JBT Income from Continuing Operations to Adjusted EBITDA Twelve Months Ended December 31, (In millions) 2023 2022 Income from continuing operations $ 129.3 $ 103.8 Income tax provision 23.5 16.2 Interest (income) expense, net 10.9 12.6 Depreciation and amortization 91.3 76.2 EBITDA
Slide 33: Reconciliation of JBT Cash Provided by Operating Activities to Free Cash Flow
Reconciliation of JBT Cash Provided by Operating Activities to Free Cash Flow Q4 2023 (In millions) YTD Cash provided by operating activities $ 74.2 Less: Capital expenditures 55.1 Plus: Proceeds from disposal of assets 2.1 Plus: Pension contributions 12.1 Plus: income taxes on gain from sale of Aer
Slide 34: Reconciliation of Marel EBIT to Adjusted EBITDA (in EUR)
Reconciliation of Marel EBIT to Adjusted EBITDA (in EUR) Note: Marel figures are shown in Euro. 34 2