JBT MAREL (JBTM) risk factors, FY2024 10-K

RISKS RELATED TO THE MAREL TRANSACTION

1. 01We may not realize some or all of the expected benefits and synergies from the Marel Transaction or do so within the intended timeframe and the integration costs may exceed estimates
2. 02Our maintenance of two stock exchange listings may adversely affect liquidity in the market for our common stock and could result in pricing differentials of our common stock between the two stock exchanges
3. 03JBT and Marel incurred significant transaction fees and costs in connection with the Marel Transaction
4. 04We may not be able to timely and effectively implement controls and procedures over Marel’s operations as required under the U.S. securities laws
5. 05Marel may be subject to U.S. economic sanctions laws that have not previously applied to Marel, which may adversely affect our business and results of operations

OTHER BUSINESS AND OPERATIONAL RISKS

1. 06Our financial results are subject to fluctuations caused by many factors that could result in our failing to achieve anticipated financial results and cause a drop in our stock price
2. 07The loss of key personnel or any inability to attract and retain additional personnel could affect our ability to successfully grow our business
3. 08The cumulative loss of several significant contracts may negatively affect our business, financial condition, results of operations, and cash flows
4. 09We may lose money or not achieve our expected profitability on fixed-price contracts
5. 10Infrastructure failures or catastrophic loss at any of our facilities, including damage or disruption to our information systems and information database, could lead to production and service curtailments or shutdowns and negatively affect our business, financial condition, results of operations, and cash flows
6. 11We are subject to cyber-security risks arising out of breaches of security relating to sensitive company, customer, and employee information and to the technology that manages our operations and other business processes
7. 12Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases
8. 13We rely on our ability to successfully grow our installed base through long-term customer relationships
9. 14We earn a significant amount of aftermarket revenues. If we are unable to maintain the size and reliability of this part of our business, our business, results of operations and financial condition may be materially adversely affected
10. 15Our manufacturing, distribution and service and maintenance activities are subject to health and safety risks
11. 16We continue to conduct business in Russia through a wholly-owned subsidiary in Russia and provide services and spare parts to Russian customers under existing service level agreements and finalized outstanding Russian projects, as permitted under applicable U.S. and EU sanctions

INDUSTRY RISKS

1. 17Deterioration of economic conditions could adversely impact our business
2. 18Variability in the length of our sales cycles makes accurate estimation of our revenue in any single period difficult and can result in significant fluctuation in quarterly operating results
3. 19Our inability to secure raw material supply, component parts, sub-assemblies, finished good assemblies, installation labor, and/or logistics capacity in a timely and cost-effective manner from suppliers would adversely affect our ability to manufacture, install and/or distribute products to customers
4. 20An increase in energy or raw material prices may reduce the profitability of our customers, which ultimately could negatively affect our business, financial condition, results of operations, and cash flows
5. 21Changes in food consumption patterns due to dietary trends or economic conditions may adversely affect our business, financial condition, results of operations, and cash flows
6. 22Customer sourcing initiatives may adversely affect our new equipment and aftermarket businesses
7. 23Outside the United States, we enter into employment contracts and agreements in certain countries in which national employee work councils are mandatory or customary, such as in Belgium, Denmark, Germany, Iceland, Italy, the Netherlands, Spain, Sweden, and China
8. 24If we cannot compete effectively, our business could be adversely affected

LEGAL AND REGULATORY RISKS

1. 25Disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business could negatively affect our business, financial condition, and results of operations
2. 26Changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments or otherwise, may increase our costs or limit the amount of raw materials and products that we can import, or may otherwise adversely impact our business
3. 27Climate change and climate change legislation or regulations may adversely affect our business, financial condition, results of operations, and cash flows
4. 28Environmental protection initiatives may negatively impact the profitability of our business
5. 29We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws
6. 30Unfavorable tax law changes and tax authority rulings may adversely affect results
7. 31The nature of our business may expose us to warranty and other product liability claims, construction defects, project delay, property damage, personal injury and other damages

BUSINESS STRATEGY RISKS

1. 32We face risks associated with current and future acquisitions
2. 33We have invested substantial resources in certain markets and strategic initiatives where we expect growth, and our business may suffer if we are unable to achieve the growth we expect
3. 34The industries in which we operate expose us to potential liabilities arising out of the installation or use of our systems that could negatively affect our business, financial condition, results of operations, and cash flows

TECHNOLOGY RISKS

1. 35To remain competitive, we need to rapidly and successfully develop and introduce complex new solutions in a global, competitive, demanding, and changing environment
2. 36Our product offerings include equipment and systems supported by our proprietary Axin software platform and/or other integrated software solutions. Any malfunctioning or other failure of such software could result in disruption of customers’ operations, which could have adverse effects on our business
3. 37Our future growth is dependent on our ability to keep pace with the adoption of generative artificial intelligence and other machine learning technologies to remain competitive
4. 38High-capacity products or products with new technology may be more likely to experience reliability, quality, or operability problems
5. 39We may need to make significant capital and operating expenditures to keep pace with technological developments in our industry
6. 40If we are unable to develop, preserve, and protect our intellectual property assets, our business, financial condition, results of operations, and cash flows may be negatively affected
7. 41Claims by others that we infringe their intellectual property rights could harm our business, financial condition, results of operations, and cash flows

RISKS RELATED TO OWNERSHIP OF OUR SECURITIES

1. 42The convertible note hedge and warrant transactions may negatively affect the value of the Notes and our common stock
2. 43The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the Hedge Transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral
3. 44Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing stockholders
4. 45Any dividend paid is subject to various factors, including our financial condition and results of operations

GENERAL RISKS

1. 46Fluctuations in currency exchange rates could negatively affect our business, financial condition, and results of operations
2. 47Terrorist attacks and threats, escalation of military activity in response to such attacks, acts of war, or outbreak of pandemic diseases may negatively affect our business, financial condition, results of operations, and cash flows
3. 48Our existing financing agreements include restrictive and financial covenants
4. 49Fluctuations in interest rates could adversely affect our results of operations and financial position
5. 50As a result of our acquisition activity, our goodwill and intangible assets have increased significantly in recent years, and we may in the future incur impairments to goodwill or intangible assets
6. 51As a publicly traded company, we incur regulatory costs that reduce profitability
7. 52Our actual operating results may differ significantly from our guidance
8. 53Our corporate governance documents and Delaware law may delay or discourage takeovers and business combinations that our stockholders might consider in their best interests