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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-Q
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☒
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended September 30, 2017
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or
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☐
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from
______
to ______
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John Bean Technologies Corporation
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(Exact name of registrant as specified in its charter)
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Delaware
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91-1650317
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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70
West Madison Street, Suite 4400
Chicago, Illinois
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60602
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(Address of principal executive offices)
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(Zip code)
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(312) 861-5900
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(Registrant’s telephone number, including area code)
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Class
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Outstanding at October 23, 2017
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Common Stock, par value $0.01 per share
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31,567,750
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
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(In millions, except per share data)
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2017
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2016
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2017
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2016
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Revenue
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$
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420.8
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$
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349.6
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$
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1,151.4
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$
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945.5
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Operating expenses:
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Cost of sales
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299.3
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255.5
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817.5
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678.8
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Selling, general and administrative expense
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73.7
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56.5
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221.2
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168.4
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Research and development expense
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6.9
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6.3
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19.6
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17.7
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Restructuring expense
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0.3
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0.3
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1.3
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9.4
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Other (income) expense, net
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(1.6
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)
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1.5
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(0.6
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)
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2.1
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||||
Operating income
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42.2
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29.5
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92.4
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69.1
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||||
Interest expense, net
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(3.6
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)
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(2.8
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)
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(10.3
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)
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(7.0
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)
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||||
Income from continuing operations before income taxes
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38.6
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26.7
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82.1
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62.1
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||||
Provision for income taxes
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12.2
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6.1
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19.8
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17.5
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Income from continuing operations
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26.4
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20.6
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62.3
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44.6
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Loss from discontinued operations, net of income taxes
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(0.6
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)
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—
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(1.2
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)
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(0.1
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)
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Net income
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$
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25.8
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$
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20.6
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$
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61.1
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$
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44.5
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Basic earnings per share:
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Income from continuing operations
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$
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0.83
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$
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0.70
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$
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1.99
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$
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1.52
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Loss from discontinued operations
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(0.02
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)
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—
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(0.04
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)
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(0.01
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)
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Net income
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$
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0.81
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$
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0.70
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$
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1.95
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$
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1.51
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Diluted earnings per share:
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Income from continuing operations
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$
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0.82
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$
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0.69
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$
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1.97
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$
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1.50
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Loss from discontinued operations
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(0.02
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)
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—
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(0.04
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)
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(0.01
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)
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Net income
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$
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0.80
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$
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0.69
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$
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1.93
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$
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1.49
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Cash dividends declared per share
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$
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0.10
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$
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0.10
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$
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0.30
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$
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0.30
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
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(In millions)
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2017
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2016
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2017
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2016
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Net income
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$
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25.8
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$
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20.6
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$
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61.1
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$
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44.5
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Other comprehensive income (loss)
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Foreign currency translation adjustments
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7.3
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(1.1
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)
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20.3
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2.8
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Pension and other postretirement benefits adjustments, net
of tax of ($0.5) and ($1.4) for 2017, and ($0.4) and ($1.0) for 2016, respectively
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0.8
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0.6
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2.4
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1.8
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Derivatives designated as hedges, net of tax of ($0.1) and ($0.3) for 2017, and ($0.5) and $1.5 for 2016, respectively
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0.2
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0.8
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0.5
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(2.4
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)
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Other comprehensive income
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8.3
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0.3
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23.2
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2.2
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Comprehensive income
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$
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34.1
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$
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20.9
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$
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84.3
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$
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46.7
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September 30, 2017
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December 31, 2016
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(In millions, except per share data and number of shares)
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(Unaudited)
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Assets:
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Current Assets:
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Cash and cash equivalents
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$
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38.4
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$
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33.2
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Trade receivables, net of allowances of $3.3 and $3.1, respectively
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299.9
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260.5
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Inventories, net
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217.5
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139.6
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Other current assets
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53.5
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51.7
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Total current assets
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609.3
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485.0
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Property, plant and equipment, net of accumulated depreciation of
$268.5 and $238.0, respectively
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231.0
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210.2
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Goodwill
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300.3
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239.5
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Intangible assets, net
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222.0
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186.0
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Deferred income taxes
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23.7
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35.0
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Other assets
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38.6
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31.7
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Total Assets
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$
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1,424.9
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$
|
1,187.4
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Liabilities and Stockholders
’
Equity:
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||||
Current Liabilities:
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||||
Short-term debt and current portion of long-term debt
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$
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12.2
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$
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7.1
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Accounts payable, trade and other
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159.1
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135.7
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||
Advance and progress payments
|
160.8
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110.5
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Other current liabilities
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143.2
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139.7
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Total current liabilities
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475.3
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393.0
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Long-term debt, less current portion
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391.8
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491.6
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Accrued pension and other postretirement benefits, less current portion
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77.9
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86.1
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||
Other liabilities
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49.6
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36.8
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Commitments and contingencies (Note 11)
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Stockholders’ Equity:
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||||
Preferred stock, $0.01 par value; 20,000,000 shares authorized;
no shares issued
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—
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—
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Common stock, $0.01 par value; 120,000,000 shares authorized; September 30, 2017: 31,623,079 issued and 31,567,750 outstanding; December 31, 2016: 29,316,041 issued and 29,156,847 outstanding
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0.3
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0.3
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Common stock held in treasury, at cost; September 30, 2017: 55,329 shares
December 31, 2016: 159,194 shares
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(4.9
|
)
|
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(7.2
|
)
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||
Additional paid-in capital
|
251.1
|
|
|
77.2
|
|
||
Retained earnings
|
317.6
|
|
|
266.6
|
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||
Accumulated other comprehensive loss
|
(133.8
|
)
|
|
(157.0
|
)
|
||
Total stockholders’ equity
|
430.3
|
|
|
179.9
|
|
||
Total Liabilities and Stockholders
’
Equity
|
$
|
1,424.9
|
|
|
$
|
1,187.4
|
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2017
|
|
2016
|
||||
Cash flows provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
61.1
|
|
|
$
|
44.5
|
|
Loss from discontinued operations, net
|
1.2
|
|
|
0.1
|
|
||
Income from continuing operations
|
62.3
|
|
|
44.6
|
|
||
Adjustments to reconcile income from continuing operations to cash provided by continuing operating activities:
|
|
|
|
||||
Depreciation and amortization
|
37.9
|
|
|
27.2
|
|
||
Stock-based compensation
|
6.2
|
|
|
7.1
|
|
||
Other
|
1.0
|
|
|
0.9
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade receivables, net
|
(20.6
|
)
|
|
(27.0
|
)
|
||
Inventories
|
(53.8
|
)
|
|
(37.9
|
)
|
||
Accounts payable, trade and other
|
11.7
|
|
|
10.3
|
|
||
Advance and progress payments
|
37.0
|
|
|
10.3
|
|
||
Accrued pension and other postretirement benefits, net
|
(8.4
|
)
|
|
(12.7
|
)
|
||
Other assets and liabilities, net
|
(4.1
|
)
|
|
4.1
|
|
||
Cash provided by continuing operating activities
|
69.2
|
|
|
26.9
|
|
||
Cash required by discontinued operating activities
|
(1.2
|
)
|
|
(0.1
|
)
|
||
Cash provided by operating activities
|
68.0
|
|
|
26.8
|
|
||
|
|
|
|
||||
Cash flows required by investing activities:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(103.1
|
)
|
|
(3.2
|
)
|
||
Capital expenditures
|
(27.5
|
)
|
|
(24.9
|
)
|
||
Proceeds from disposal of assets
|
1.4
|
|
|
1.9
|
|
||
Cash required by investing activities
|
(129.2
|
)
|
|
(26.2
|
)
|
||
|
|
|
|
||||
Cash flows provided by financing activities:
|
|
|
|
||||
Net proceeds (payments) on short-term debt
|
(0.8
|
)
|
|
3.3
|
|
||
Proceeds from short-term foreign credit facilities
|
1.9
|
|
|
—
|
|
||
Payments of short-term foreign credit facilities
|
(1.6
|
)
|
|
—
|
|
||
Net proceeds (payments) from domestic credit facilities
|
(93.1
|
)
|
|
20.7
|
|
||
Repayment of long-term debt
|
(1.4
|
)
|
|
(1.6
|
)
|
||
Proceeds from stock issuance, net of stock issuance costs
|
184.1
|
|
|
—
|
|
||
Settlement of taxes withheld on equity compensation awards
|
(9.5
|
)
|
|
(2.6
|
)
|
||
Excess tax benefits
|
—
|
|
|
1.5
|
|
||
Purchase of treasury stock
|
(5.0
|
)
|
|
(4.4
|
)
|
||
Dividends
|
(9.6
|
)
|
|
(8.9
|
)
|
||
Cash provided by financing activities
|
65.0
|
|
|
8.0
|
|
||
|
|
|
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
1.4
|
|
|
2.1
|
|
||
|
|
|
|
||||
Increase in cash and cash equivalents
|
5.2
|
|
|
10.7
|
|
||
Cash and cash equivalents, beginning of period
|
33.2
|
|
|
37.2
|
|
||
Cash and cash equivalents, end of period
|
$
|
38.4
|
|
|
$
|
47.9
|
|
|
|
PLF
(1)
|
|
Avure
(1)
|
|
Tipper Tie
(1)
|
|
C.A.T.
(2)
|
|
Other
(3)(1)
|
|
Total
|
||||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial assets
|
|
$
|
20.1
|
|
|
$
|
8.5
|
|
|
$
|
28.4
|
|
|
$
|
3.3
|
|
|
$
|
6.9
|
|
|
$
|
67.2
|
|
Inventories
|
|
1.0
|
|
|
14.4
|
|
|
17.2
|
|
|
16.4
|
|
|
2.5
|
|
|
51.5
|
|
||||||
Property, plant and equipment
|
|
2.3
|
|
|
4.5
|
|
|
17.0
|
|
|
2.9
|
|
|
2.6
|
|
|
29.3
|
|
||||||
Other intangible assets
(4)
|
|
17.7
|
|
|
20.8
|
|
|
66.3
|
|
|
48.0
|
|
|
7.1
|
|
|
159.9
|
|
||||||
Deferred taxes
|
|
(3.6
|
)
|
|
(8.5
|
)
|
|
(5.9
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
(18.8
|
)
|
||||||
Financial liabilities
|
|
(5.6
|
)
|
|
(10.1
|
)
|
|
(21.1
|
)
|
|
(14.9
|
)
|
|
(4.0
|
)
|
|
(55.7
|
)
|
||||||
Total identifiable net assets
|
|
$
|
31.9
|
|
|
$
|
29.6
|
|
|
$
|
101.9
|
|
|
$
|
55.7
|
|
|
$
|
14.3
|
|
|
$
|
233.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash consideration paid
|
|
$
|
44.2
|
|
|
$
|
58.9
|
|
|
$
|
160.6
|
|
|
$
|
72.7
|
|
|
$
|
15.9
|
|
|
$
|
352.3
|
|
Holdback payments due to seller
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|
2.7
|
|
|
19.7
|
|
||||||
Total consideration
|
|
49.5
|
|
|
58.9
|
|
|
160.6
|
|
|
84.4
|
|
|
18.6
|
|
|
372.0
|
|
||||||
Cash acquired
|
|
15.0
|
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
0.7
|
|
|
18.1
|
|
||||||
Net consideration
|
|
$
|
34.5
|
|
|
$
|
58.9
|
|
|
$
|
158.2
|
|
|
$
|
84.4
|
|
|
$
|
17.9
|
|
|
$
|
353.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
|
$
|
17.6
|
|
|
$
|
29.3
|
|
|
$
|
58.7
|
|
|
$
|
28.7
|
|
|
$
|
4.3
|
|
|
$
|
138.6
|
|
(1)
|
The purchase accounting for these acquisitions is preliminary. For PLF and AMSS the valuation of certain working capital balances, intangibles, income tax balances and residual goodwill related to each is not complete. For Avure and Tipper Tie the income tax balances and residual goodwill is not complete. We are also currently assessing the amount of goodwill that we expect to be deductible for tax purposes. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). During the quarter ended September 30, 2017 we refined our estimates of deferred tax assets for Avure by
($1.8)
million and deferred tax liabilities by
$0.7 million
. The impact of these adjustments was reflected as a decrease in goodwill of
$1.1 million
, and resulted in an immaterial impact to the consolidated statement of income. During the quarter ended June 30, 2017 we refined our other intangible asset estimates for Avure by
$2.6 million
, deferred taxes by
($0.7) million
and inventory by
($0.7) million
. The impact of these adjustments was reflected as a decrease in goodwill of
$1.2 million
, and resulted in an immaterial impact to the consolidated statement of income. All other measurement period adjustments in the quarter and nine months ended September 30, 3017 were not material.
|
(2)
|
The amounts shown represent final allocation of the cash paid for these acquisitions.
|
(3)
|
Other balances include Novus and AMSS. Novus balances are the final allocation of the cash paid for this acquisition. AMSS is preliminary, refer to Note (1).
|
(4)
|
The acquired definite-lived intangibles are being amortized on a straight-line basis over their estimated useful lives, which range from
five
to
fourteen
years. The tradename intangible assets for Avure, Tipper Tie, C.A.T. and PLF have been identified as indefinite-lived intangible asset and will be reviewed annually for impairment.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
($ in millions, except per share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Pro forma
|
$
|
420.8
|
|
|
$
|
386.0
|
|
|
$
|
1,151.4
|
|
|
$
|
1,045.1
|
|
As reported
|
420.8
|
|
|
349.6
|
|
|
1,151.4
|
|
|
945.5
|
|
||||
Net Earnings
|
|
|
|
|
|
|
|
||||||||
Pro forma
|
$
|
26.4
|
|
|
$
|
23.0
|
|
|
$
|
62.8
|
|
|
$
|
50.8
|
|
As reported
|
26.4
|
|
|
20.6
|
|
|
62.3
|
|
|
44.6
|
|
||||
Net earnings from continuing operations per share
|
|
|
|
|
|
|
|
||||||||
Pro forma
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.83
|
|
|
$
|
0.78
|
|
|
$
|
2.03
|
|
|
$
|
1.73
|
|
Fully diluted
|
0.82
|
|
|
0.77
|
|
|
2.00
|
|
|
1.71
|
|
||||
As reported
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.83
|
|
|
$
|
0.70
|
|
|
$
|
1.99
|
|
|
$
|
1.52
|
|
Fully diluted
|
0.82
|
|
|
0.69
|
|
|
1.97
|
|
|
1.50
|
|
(In millions)
|
JBT FoodTech
|
|
JBT AeroTech
|
|
Total
|
||||||
Balance as of December 31, 2016
|
$
|
231.8
|
|
|
$
|
7.7
|
|
|
$
|
239.5
|
|
Acquisitions
|
49.7
|
|
|
3.3
|
|
|
53.0
|
|
|||
Currency translation
|
7.7
|
|
|
0.1
|
|
|
7.8
|
|
|||
Balance as of September 30, 2017
|
$
|
289.2
|
|
|
$
|
11.1
|
|
|
$
|
300.3
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
(In millions)
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Gross carrying amount
|
|
Accumulated amortization
|
||||||||
Customer relationships
|
$
|
159.7
|
|
|
$
|
30.5
|
|
|
$
|
141.5
|
|
|
$
|
21.5
|
|
Patents and acquired technology
|
91.1
|
|
|
30.2
|
|
|
64.8
|
|
|
24.5
|
|
||||
Tradenames
|
20.3
|
|
|
9.3
|
|
|
18.1
|
|
|
8.4
|
|
||||
Indefinite lived intangible assets
|
15.6
|
|
|
—
|
|
|
9.5
|
|
|
—
|
|
||||
Other
|
14.5
|
|
|
9.2
|
|
|
14.8
|
|
|
8.3
|
|
||||
Total intangible assets
|
$
|
301.2
|
|
|
$
|
79.2
|
|
|
$
|
248.7
|
|
|
$
|
62.7
|
|
(In millions)
|
September 30, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
74.2
|
|
|
$
|
62.9
|
|
Work in process
|
98.8
|
|
|
57.3
|
|
||
Finished goods
|
112.3
|
|
|
86.2
|
|
||
Gross inventories before LIFO reserves and valuation adjustments
|
285.3
|
|
|
206.4
|
|
||
LIFO reserves and valuation adjustments
|
(67.8
|
)
|
|
(66.8
|
)
|
||
Inventories, net
|
$
|
217.5
|
|
|
$
|
139.6
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
0.5
|
|
|
$
|
0.3
|
|
|
$
|
1.3
|
|
|
$
|
1.0
|
|
Interest cost
|
2.7
|
|
|
2.9
|
|
|
8.1
|
|
|
8.6
|
|
||||
Expected return on plan assets
|
(4.3
|
)
|
|
(4.5
|
)
|
|
(12.9
|
)
|
|
(13.5
|
)
|
||||
Amortization of net actuarial losses
|
1.3
|
|
|
1.0
|
|
|
3.9
|
|
|
3.1
|
|
||||
Net periodic cost (income)
|
$
|
0.2
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.4
|
|
|
$
|
(0.8
|
)
|
|
Pension and Other Postretirement Benefits
|
|
Derivatives Designated as Hedges
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Beginning balance, June 30, 2017
|
$
|
(107.0
|
)
|
|
$
|
0.2
|
|
|
$
|
(35.3
|
)
|
|
$
|
(142.1
|
)
|
Other comprehensive income before reclassification
|
—
|
|
|
—
|
|
|
7.3
|
|
|
7.3
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
0.8
|
|
|
0.2
|
|
|
—
|
|
|
1.0
|
|
||||
Ending balance, September 30, 2017
|
$
|
(106.2
|
)
|
|
$
|
0.4
|
|
|
$
|
(28.0
|
)
|
|
$
|
(133.8
|
)
|
|
Pension and Other Postretirement Benefits
|
|
Derivatives Designated as Hedges
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Beginning balance, June 30, 2016
|
$
|
(102.6
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
(38.7
|
)
|
|
$
|
(145.3
|
)
|
Other comprehensive income (loss) before reclassification
|
0.1
|
|
|
0.6
|
|
|
(1.1
|
)
|
|
(0.4
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
0.5
|
|
|
0.2
|
|
|
—
|
|
|
0.7
|
|
||||
Ending balance, September 30, 2016
|
$
|
(102.0
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(39.8
|
)
|
|
$
|
(145.0
|
)
|
|
Pension and Other Postretirement Benefits
|
|
Derivatives Designated as Hedges
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Beginning balance, December 31, 2016
|
$
|
(108.6
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(48.3
|
)
|
|
$
|
(157.0
|
)
|
Other comprehensive income before reclassification
|
—
|
|
|
(0.1
|
)
|
|
20.3
|
|
|
20.2
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
2.4
|
|
|
0.6
|
|
|
—
|
|
|
3.0
|
|
||||
Ending balance, September 30, 2017
|
$
|
(106.2
|
)
|
|
$
|
0.4
|
|
|
$
|
(28.0
|
)
|
|
$
|
(133.8
|
)
|
|
Pension and Other Postretirement Benefits
|
|
Derivatives Designated as Hedges
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Beginning balance, December 31, 2015
|
$
|
(103.8
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(42.6
|
)
|
|
$
|
(147.2
|
)
|
Other comprehensive income before reclassification
|
0.1
|
|
|
(3.0
|
)
|
|
2.8
|
|
|
(0.1
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
1.7
|
|
|
0.6
|
|
|
—
|
|
|
2.3
|
|
||||
Ending balance, September 30, 2016
|
$
|
(102.0
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(39.8
|
)
|
|
$
|
(145.0
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions, except per share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
26.4
|
|
|
$
|
20.6
|
|
|
$
|
62.3
|
|
|
$
|
44.6
|
|
Weighted average number of shares outstanding
|
31.9
|
|
|
29.4
|
|
|
31.3
|
|
|
29.4
|
|
||||
Basic earnings per share from continuing operations
|
$
|
0.83
|
|
|
$
|
0.70
|
|
|
$
|
1.99
|
|
|
$
|
1.52
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
26.4
|
|
|
$
|
20.6
|
|
|
$
|
62.3
|
|
|
$
|
44.6
|
|
Weighted average number of shares outstanding
|
31.9
|
|
|
29.4
|
|
|
31.3
|
|
|
29.4
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Restricted stock
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
|
0.4
|
|
||||
Total shares and dilutive securities
|
32.3
|
|
|
29.8
|
|
|
31.7
|
|
|
29.8
|
|
||||
Diluted earnings per share from continuing operations
|
$
|
0.82
|
|
|
$
|
0.69
|
|
|
$
|
1.97
|
|
|
$
|
1.50
|
|
•
|
Level 1
: Unadjusted quoted prices in active markets for identical assets and liabilities that the Company can assess at the measurement date.
|
•
|
Level 2
: Observable inputs other than those included in Level 1 that are observable for the asset or liability, either directly or indirectly. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
|
•
|
Level 3
: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
|
|
As of September 30, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||||||||||
(In millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments
|
$
|
12.3
|
|
|
$
|
12.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.9
|
|
|
$
|
11.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
||||||||
Total assets
|
$
|
17.1
|
|
|
$
|
12.3
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
|
$
|
11.9
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivatives
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
Contingent consideration
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||||
Total liabilities
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
$
|
0.9
|
|
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
0.8
|
|
|
As of September 30, 2017
|
|
As of December 31, 2016
|
||||||||||||
(In millions)
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Revolving credit facility, expires February 10, 2020
|
$
|
247.8
|
|
|
$
|
247.8
|
|
|
$
|
342.1
|
|
|
$
|
342.1
|
|
Term loan due February 10, 2020
|
150.0
|
|
|
150.0
|
|
|
150.0
|
|
|
150.0
|
|
||||
Brazilian term loan due November 30, 2017
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||
Brazilian loan due October 16, 2017
|
0.2
|
|
|
0.2
|
|
|
1.5
|
|
|
1.4
|
|
||||
Foreign credit facilities
|
4.0
|
|
|
4.0
|
|
|
4.4
|
|
|
4.4
|
|
||||
Other
|
1.1
|
|
|
1.1
|
|
|
1.2
|
|
|
1.2
|
|
|
As of September 30, 2017
|
|
As of December 31, 2016
|
||||||||||||
(In millions)
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
Other current assets / liabilities
|
$
|
4.3
|
|
|
$
|
3.0
|
|
|
$
|
7.2
|
|
|
$
|
4.8
|
|
Other assets / liabilities
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
4.4
|
|
|
$
|
3.0
|
|
|
$
|
7.2
|
|
|
$
|
4.8
|
|
(In millions)
|
As of September 30, 2017
|
||||||||||||||||||
Offsetting of Liabilities
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Presented in the Consolidated Balance Sheets
|
|
Amount Subject to Master Netting Agreement
|
|
Net Amount
|
||||||||||
Derivatives
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
2.6
|
|
|
$
|
(1.8
|
)
|
|
$
|
0.8
|
|
(In millions)
|
As of December 31, 2016
|
||||||||||||||||||
Offsetting of Assets
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Presented in the Consolidated Balance Sheets
|
|
Amount Subject to Master Netting Agreement
|
|
Net Amount
|
||||||||||
Derivatives
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
(4.3
|
)
|
|
$
|
2.9
|
|
(In millions)
|
As of December 31, 2016
|
||||||||||||||||||
Offsetting of Liabilities
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Presented in the Consolidated Balance Sheets
|
|
Amount Subject to Master Netting Agreement
|
|
Net Amount
|
||||||||||
Derivatives
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
(4.3
|
)
|
|
$
|
0.7
|
|
Derivatives Not Designated
as Hedging Instruments
|
|
Location of Gain (Loss) Recognized
in Income on Derivatives
|
|
Amount of Loss Recognized in Income
on Derivatives
|
||||||||||||||
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange contracts
|
|
Revenue
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
(0.5
|
)
|
Foreign exchange contracts
|
|
Cost of sales
|
|
—
|
|
|
(0.2
|
)
|
|
0.7
|
|
|
(0.3
|
)
|
||||
Foreign exchange contracts
|
|
Other income, net
|
|
0.7
|
|
|
0.1
|
|
|
0.9
|
|
|
(0.1
|
)
|
||||
Total
|
|
|
|
2.0
|
|
|
(0.1
|
)
|
|
2.8
|
|
|
(0.9
|
)
|
||||
Remeasurement of assets and liabilities in foreign currencies
|
|
|
|
(1.0
|
)
|
|
0.1
|
|
|
(1.9
|
)
|
|
(0.2
|
)
|
||||
Net gain (loss) on foreign currency transactions
|
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
(1.1
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Balance at beginning of period
|
$
|
14.7
|
|
|
$
|
12.7
|
|
|
$
|
14.5
|
|
|
$
|
12.5
|
|
Expense for new warranties
|
2.9
|
|
|
3.0
|
|
|
8.9
|
|
|
8.6
|
|
||||
Adjustments to existing accruals
|
—
|
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
||||
Claims paid
|
(3.4
|
)
|
|
(2.3
|
)
|
|
(10.8
|
)
|
|
(7.3
|
)
|
||||
Added through acquisition
|
0.6
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
||||
Translation
|
0.2
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
15.0
|
|
|
$
|
13.3
|
|
|
$
|
15.0
|
|
|
$
|
13.3
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
JBT FoodTech
|
$
|
296.1
|
|
|
$
|
235.9
|
|
|
$
|
816.6
|
|
|
$
|
642.2
|
|
JBT AeroTech
|
124.8
|
|
|
112.7
|
|
|
334.8
|
|
|
303.3
|
|
||||
Other revenue and intercompany eliminations
|
(0.1
|
)
|
|
1.0
|
|
|
—
|
|
|
—
|
|
||||
Total revenue
|
$
|
420.8
|
|
|
$
|
349.6
|
|
|
$
|
1,151.4
|
|
|
$
|
945.5
|
|
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
|
|
|
|
|
|
|
||||||||
Segment operating profit:
|
|
|
|
|
|
|
|
||||||||
JBT FoodTech
|
$
|
37.8
|
|
|
$
|
28.2
|
|
|
$
|
89.4
|
|
|
$
|
78.0
|
|
JBT AeroTech
|
15.4
|
|
|
12.0
|
|
|
35.8
|
|
|
31.9
|
|
||||
Total segment operating profit
|
53.2
|
|
|
40.2
|
|
|
125.2
|
|
|
109.9
|
|
||||
Corporate items:
|
|
|
|
|
|
|
|
||||||||
Corporate expense
(1)
|
(10.7
|
)
|
|
(10.4
|
)
|
|
(31.5
|
)
|
|
(31.4
|
)
|
||||
Restructuring expense
(2)
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(1.3
|
)
|
|
(9.4
|
)
|
||||
Operating income
|
42.2
|
|
|
29.5
|
|
|
92.4
|
|
|
69.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net interest expense
|
(3.6
|
)
|
|
(2.8
|
)
|
|
(10.3
|
)
|
|
(7.0
|
)
|
||||
Income from continuing operations before income taxes
|
$
|
38.6
|
|
|
$
|
26.7
|
|
|
$
|
82.1
|
|
|
$
|
62.1
|
|
(1)
|
Corporate expense generally includes corporate staff-related expense, stock-based compensation, pension and other postretirement benefit expenses not related to service, LIFO adjustments, certain foreign currency-related gains and losses, and the impact of unusual or strategic events not representative of segment operations.
|
(2)
|
Refer to Note
13
.
Restructuring
for further information on restructuring expense.
|
|
Cumulative Amount
|
|
For the Quarter Ended
|
|
Cumulative Amount
|
||||||||||||||
(In millions)
|
As of December 31, 2016
|
|
March 31, 2017
|
|
June 30, 2017
|
|
September 30, 2017
|
|
As of September 30, 2017
|
||||||||||
Severance and related expense
|
$
|
6.1
|
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
6.7
|
|
Other
|
6.2
|
|
|
0.2
|
|
|
0.6
|
|
|
0.3
|
|
|
7.3
|
|
|||||
Total restructuring charges
|
$
|
12.3
|
|
|
$
|
0.7
|
|
|
$
|
0.7
|
|
|
$
|
0.3
|
|
|
$
|
14.0
|
|
|
|
|
|
|
|
|
|
(In millions)
|
Balance as of
December 31, 2016 |
|
Charged to
Earnings
|
|
Payments Made
|
|
Release of Liability
|
|
Balance as of
September 30, 2017 |
||||||||||
Severance and related expense
|
$
|
8.3
|
|
|
$
|
0.5
|
|
|
$
|
(4.1
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
4.3
|
|
Other
|
0.6
|
|
|
1.2
|
|
|
(1.2
|
)
|
|
—
|
|
|
0.6
|
|
|||||
Total
|
$
|
8.9
|
|
|
$
|
1.7
|
|
|
$
|
(5.3
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
4.9
|
|
•
|
Accelerate New Product & Service Development.
JBT is accelerating the development of innovative products and services to provide customers with solutions that enhance yield and productivity and reduce lifetime cost of ownership.
|
•
|
Grow Recurring Revenue.
JBT is capitalizing on its extensive installed base to expand recurring revenue from aftermarket parts and services, equipment leases, consumables and airport services.
|
•
|
Execute Impact Initiatives.
JBT is enhancing organic growth through initiatives that enable us to sell the entire FoodTech portfolio globally, including enhancing our international sales and support infrastructure, localizing targeted products for emerging markets, and strategic cross selling of Protein and Liquid Foods products. Additionally, our impact initiatives are designed to support the reduction in operating cost including strategic sourcing, relentless continuous improvement (lean) efforts, and the optimization of organization structure. In AeroTech, we plan to continue to develop advanced military product offerings and leading customer support capability to service global military customers.
|
•
|
Maintain Disciplined Acquisition Program.
We are also continuing our strategic acquisition program focused on companies that add complementary products, which enable us to offer more comprehensive solutions to customers, and meet our strict economic criteria for returns and synergies.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions, except per share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income from continuing operations as reported
|
$
|
26.4
|
|
|
$
|
20.6
|
|
|
$
|
62.3
|
|
|
$
|
44.6
|
|
|
|
|
|
|
|
|
|
||||||||
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
||||||||
Restructuring expense
|
0.3
|
|
|
0.3
|
|
|
1.3
|
|
|
9.4
|
|
||||
Impact on tax provision from Non-GAAP adjustments
(1)
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(3.0
|
)
|
||||
Adjusted income from continuing operations
|
$
|
26.6
|
|
|
$
|
20.8
|
|
|
$
|
63.2
|
|
|
$
|
51.0
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations as reported
|
$
|
26.4
|
|
|
$
|
20.6
|
|
|
$
|
62.3
|
|
|
$
|
44.6
|
|
Total shares and dilutive securities
|
32.3
|
|
|
29.8
|
|
|
31.7
|
|
|
29.8
|
|
||||
Diluted earnings per share from continuing operations
|
$
|
0.82
|
|
|
$
|
0.69
|
|
|
$
|
1.97
|
|
|
$
|
1.50
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted income from continuing operations
|
$
|
26.6
|
|
|
$
|
20.8
|
|
|
$
|
63.2
|
|
|
$
|
51.0
|
|
Total shares and dilutive securities
|
32.3
|
|
|
29.8
|
|
|
31.7
|
|
|
29.8
|
|
||||
Adjusted diluted earnings per share from continuing operations
|
$
|
0.82
|
|
|
$
|
0.70
|
|
|
$
|
1.99
|
|
|
$
|
1.71
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
$
|
25.8
|
|
|
$
|
20.6
|
|
|
$
|
61.1
|
|
|
$
|
44.5
|
|
Loss from discontinued operations, net of taxes
|
(0.6
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(0.1
|
)
|
||||
Income from continuing operations as reported
|
26.4
|
|
|
20.6
|
|
|
62.3
|
|
|
44.6
|
|
||||
Provision for income taxes
|
12.2
|
|
|
6.1
|
|
|
19.8
|
|
|
17.5
|
|
||||
Net interest expense
|
3.6
|
|
|
2.8
|
|
|
10.3
|
|
|
7.0
|
|
||||
Depreciation and amortization
|
12.8
|
|
|
9.1
|
|
|
37.9
|
|
|
27.2
|
|
||||
EBITDA
|
55.0
|
|
|
38.6
|
|
|
130.3
|
|
|
96.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Restructuring expense
|
0.3
|
|
|
0.3
|
|
|
1.3
|
|
|
9.4
|
|
||||
Adjusted EBITDA
|
$
|
55.3
|
|
|
$
|
38.9
|
|
|
$
|
131.6
|
|
|
$
|
105.7
|
|
|
Three Months Ended September 30,
|
|
Favorable/(Unfavorable)
|
||||||||
(In millions, except %)
|
2017
|
|
2016
|
|
$/bps
|
||||||
Revenue
|
$
|
420.8
|
|
|
$
|
349.6
|
|
|
$
|
71.2
|
|
Cost of sales
|
299.3
|
|
|
255.5
|
|
|
(43.8
|
)
|
|||
Gross profit
|
121.5
|
|
|
94.1
|
|
|
27.4
|
|
|||
Gross profit %
|
28.9
|
%
|
|
26.9
|
%
|
|
200 bps
|
|
|||
Selling, general and administrative expense
|
73.7
|
|
|
56.5
|
|
|
(17.2
|
)
|
|||
Research and development expense
|
6.9
|
|
|
6.3
|
|
|
(0.6
|
)
|
|||
Restructuring expense
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|||
Other (income) expense, net
|
(1.6
|
)
|
|
1.5
|
|
|
3.1
|
|
|||
Operating income
|
42.2
|
|
|
29.5
|
|
|
12.7
|
|
|||
Operating income %
|
10.0
|
%
|
|
8.4
|
%
|
|
160 bps
|
|
|||
Interest expense, net
|
(3.6
|
)
|
|
(2.8
|
)
|
|
(0.8
|
)
|
|||
Income from continuing operations before income taxes
|
38.6
|
|
|
26.7
|
|
|
11.9
|
|
|||
Provision for income taxes
|
12.2
|
|
|
6.1
|
|
|
(6.1
|
)
|
|||
Income from continuing operations
|
26.4
|
|
|
20.6
|
|
|
5.8
|
|
|||
Loss from discontinued operations, net
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||
Net income
|
$
|
25.8
|
|
|
$
|
20.6
|
|
|
$
|
5.2
|
|
•
|
Gross profit margin increased
200 bps
to
28.9%
compared to
26.9%
in the same period last year. This increase was the result of Elevate initiatives, including value selling, aftermarket growth and sourcing, as well as favorable mix of higher margin products, both of which contributed evenly to this improvement.
|
•
|
Selling, general and administrative expense increased both in dollars and as a percentage of revenue primarily in FoodTech as a result of higher SG&A expenses of our recently acquired companies. These increased expenses were partially offset by a benefit recognized in the quarter of $0.5 million related to forfeited stock compensation from retiring executives.
|
•
|
Research and development expense has increased as we continue to invest in Elevate new product development initiatives. As a percent of revenue, these expenses have declined to 1.6% compared to 1.8% in the same period last year as revenue increased at a faster pace.
|
•
|
Other (income) expense, net was
$(1.6) million
in the quarter, a decrease in costs of
$3.1 million
compared to the same period last year. Acquisition costs declined by $1.8 million in the quarter compared to prior year. The remaining decrease reflected foreign currency gains in the quarter.
|
•
|
Currency translation did not have a significant impact on our operating income comparative results.
|
|
Three Months Ended September 30,
|
|
Favorable/(Unfavorable)
|
||||||||
(In millions, except %)
|
2017
|
|
2016
|
|
$/bps
|
||||||
Revenue:
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
296.1
|
|
|
$
|
235.9
|
|
|
$
|
60.2
|
|
JBT AeroTech
|
124.8
|
|
|
112.7
|
|
|
12.1
|
|
|||
Other revenue and intercompany eliminations
|
(0.1
|
)
|
|
1.0
|
|
|
(1.1
|
)
|
|||
Total revenue
|
$
|
420.8
|
|
|
$
|
349.6
|
|
|
$
|
71.2
|
|
|
|
|
|
|
|
||||||
Operating income before income taxes
|
|
|
|
|
|
||||||
Segment operating profit
(1)(2)
:
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
37.8
|
|
|
$
|
28.2
|
|
|
$
|
9.6
|
|
JBT FoodTech segment operating profit %
|
12.8
|
%
|
|
12.0
|
%
|
|
80 bps
|
|
|||
JBT AeroTech
|
15.4
|
|
|
12.0
|
|
|
3.4
|
|
|||
JBT AeroTech segment operating profit %
|
12.3
|
%
|
|
10.6
|
%
|
|
170 bps
|
|
|||
Total segment operating profit
|
53.2
|
|
|
40.2
|
|
|
13.0
|
|
|||
Total segment operating profit %
|
12.6
|
%
|
|
11.5
|
%
|
|
110 bps
|
|
|||
Corporate items:
|
|
|
|
|
|
||||||
Corporate expense
|
(10.7
|
)
|
|
(10.4
|
)
|
|
(0.3
|
)
|
|||
Restructuring expense
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
Operating income
|
$
|
42.2
|
|
|
$
|
29.5
|
|
|
$
|
12.7
|
|
Operating income %
|
10.0
|
%
|
|
8.4
|
%
|
|
160 bps
|
|
|||
|
|
|
|
|
|
||||||
Inbound orders:
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
296.4
|
|
|
$
|
242.2
|
|
|
|
||
JBT AeroTech
|
144.0
|
|
|
104.6
|
|
|
|
||||
Total inbound orders
|
$
|
440.4
|
|
|
$
|
346.8
|
|
|
|
(1)
|
Refer to Note
12
.
Business Segment Information
of the Notes to Condensed Consolidated Financial Statements.
|
(2)
|
Segment operating profit is defined as total segment revenue less segment operating expenses. Corporate expense, restructuring expense, interest income and expense and income taxes are not allocated to the segments. Corporate expense generally includes corporate staff-related expense, stock-based compensation, pension and other postretirement benefit expenses not related to service, LIFO adjustments, certain foreign currency-related gains and losses, and the impact of unusual or strategic events not representative of segment operations.
|
|
Nine Months Ended September 30,
|
|
Favorable/(Unfavorable)
|
||||||||
(In millions, except %)
|
2017
|
|
2016
|
|
$/bps
|
||||||
Revenue
|
$
|
1,151.4
|
|
|
$
|
945.5
|
|
|
$
|
205.9
|
|
Cost of sales
|
817.5
|
|
|
678.8
|
|
|
(138.7
|
)
|
|||
Gross profit
|
333.9
|
|
|
266.7
|
|
|
67.2
|
|
|||
Gross profit %
|
29.0
|
%
|
|
28.2
|
%
|
|
80 bps
|
|
|||
Selling, general and administrative expense
|
221.2
|
|
|
168.4
|
|
|
(52.8
|
)
|
|||
Research and development expense
|
19.6
|
|
|
17.7
|
|
|
(1.9
|
)
|
|||
Restructuring expense
|
1.3
|
|
|
9.4
|
|
|
8.1
|
|
|||
Other (income) expense, net
|
(0.6
|
)
|
|
2.1
|
|
|
2.7
|
|
|||
Operating income
|
92.4
|
|
|
69.1
|
|
|
23.3
|
|
|||
Operating income %
|
8.0
|
%
|
|
7.3
|
%
|
|
70 bps
|
|
|||
Interest expense, net
|
(10.3
|
)
|
|
(7.0
|
)
|
|
(3.3
|
)
|
|||
Income from continuing operations before income taxes
|
82.1
|
|
|
62.1
|
|
|
20.0
|
|
|||
Provision for income taxes
|
19.8
|
|
|
17.5
|
|
|
(2.3
|
)
|
|||
Income from continuing operations
|
62.3
|
|
|
44.6
|
|
|
17.7
|
|
|||
Loss from discontinued operations, net
|
(1.2
|
)
|
|
(0.1
|
)
|
|
(1.1
|
)
|
|||
Net income
|
$
|
61.1
|
|
|
$
|
44.5
|
|
|
$
|
16.6
|
|
•
|
Gross profit margin increased
80 bps
to
29.0%
compared to
28.2%
in the same period last year. This increase was the result of acquired companies with higher gross margin profiles than our legacy businesses, Elevate initiatives such as value selling and aftermarket growth, and increased volume of higher margin products, each contributing to this increase by approximately one-third.
|
•
|
Selling, general and administrative expense increased both in dollars and as a percentage of revenue as a result of higher SG&A expenses of our recently acquired companies.
|
•
|
Research and development expense has increased as we continue to invest in Elevate new product development initiatives. As a percent of revenue, these expenses have declined to 1.7% compared to 1.9% in the same period last year as revenue increased at a faster pace.
|
•
|
Restructuring expense decreased
$8.1 million
. In the prior year we recorded restructuring expense of
$9.4 million
in connection with our plan to realign portions of the FoodTech business, accelerate sourcing initiatives and consolidate smaller facilities.
|
•
|
Other (income) expense, net improved
$2.7 million
due to foreign currency gains and gains disposals of fixed assets, and lower acquisition costs in the year.
|
•
|
Currency translation did not have a significant impact on our operating income comparative results.
|
|
Nine Months Ended September 30,
|
|
Favorable/(Unfavorable)
|
||||||||
(In millions, except %)
|
2017
|
|
2016
|
|
$
|
||||||
Revenue:
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
816.6
|
|
|
$
|
642.2
|
|
|
$
|
174.4
|
|
JBT AeroTech
|
334.8
|
|
|
303.3
|
|
|
31.5
|
|
|||
Other revenue and intercompany eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total revenue
|
$
|
1,151.4
|
|
|
$
|
945.5
|
|
|
$
|
205.9
|
|
|
|
|
|
|
|
||||||
Operating income before income taxes
|
|
|
|
|
|
||||||
Segment operating profit
(1)(2)
:
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
89.4
|
|
|
$
|
78.0
|
|
|
$
|
11.4
|
|
JBT FoodTech segment operating profit %
|
10.9
|
%
|
|
12.1
|
%
|
|
-120 bps
|
|
|||
JBT AeroTech
|
35.8
|
|
|
31.9
|
|
|
3.9
|
|
|||
JBT AeroTech segment operating profit %
|
10.7
|
%
|
|
10.5
|
%
|
|
20 bps
|
|
|||
Total segment operating profit
|
125.2
|
|
|
109.9
|
|
|
15.3
|
|
|||
Total segment operating profit %
|
10.9
|
%
|
|
11.6
|
%
|
|
-70 bps
|
|
|||
Corporate items:
|
|
|
|
|
|
||||||
Corporate expense
|
(31.5
|
)
|
|
(31.4
|
)
|
|
(0.1
|
)
|
|||
Restructuring expense
|
(1.3
|
)
|
|
(9.4
|
)
|
|
8.1
|
|
|||
Operating income
|
$
|
92.4
|
|
|
$
|
69.1
|
|
|
$
|
23.3
|
|
Operating income %
|
8.0
|
%
|
|
7.3
|
%
|
|
70 bps
|
|
|||
|
|
|
|
|
|
||||||
Inbound orders:
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
897.3
|
|
|
$
|
665.0
|
|
|
|
||
JBT AeroTech
|
365.4
|
|
|
333.2
|
|
|
|
||||
Intercompany eliminations/other
|
0.1
|
|
|
—
|
|
|
|
||||
Total inbound orders
|
$
|
1,262.8
|
|
|
$
|
998.2
|
|
|
|
(1)
|
Refer to Note
12
.
Business Segment Information
of the Notes to Condensed Consolidated Financial Statements.
|
(2)
|
Segment operating profit is defined as total segment revenue less segment operating expenses. Corporate expense, restructuring expense, interest income and expense and income taxes are not allocated to the segments. Corporate expense generally includes corporate staff-related expense, stock-based compensation, pension and other postretirement benefit expenses not related to service, LIFO adjustments, certain foreign currency-related gains and losses, and the impact of unusual or strategic events not representative of segment operations.
|
(In millions)
|
|
Cumulative to Date
|
|
Remainder of 2017
|
|
2018
|
||||||
Cost of Sales
|
|
$
|
1.6
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
Selling, General and Administrative Expense
|
|
4.7
|
|
|
0.5
|
|
|
0.5
|
|
|||
Total
|
|
$
|
6.3
|
|
|
$
|
0.7
|
|
|
$
|
1.0
|
|
(In millions)
|
2017
|
|
2016
|
||||
Cash provided by continuing operating activities
|
$
|
69.2
|
|
|
$
|
26.9
|
|
Cash required by investing activities
|
(129.2
|
)
|
|
(26.2
|
)
|
||
Cash provided by financing activities
|
65.0
|
|
|
8.0
|
|
||
Cash required by discontinued operating activities
|
(1.2
|
)
|
|
(0.1
|
)
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
1.4
|
|
|
2.1
|
|
||
Increase in cash and cash equivalents
|
$
|
5.2
|
|
|
$
|
10.7
|
|
i)
|
effective in ensuring that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
|
ii)
|
effective in ensuring that information required to be disclosed is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
|
(Dollars in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
||||||
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as part of Publicly Announced Program
(1)
|
|
Approximate Dollar Value of Shares that may yet be Purchased under the Program
|
||||||
July 1, 2017 through July 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
25.7
|
|
August 1, 2017 through August 31, 2017
|
|
56,973
|
|
|
87.76
|
|
|
56,973
|
|
|
20.7
|
|
||
September 1, 2017 through September 30, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.7
|
|
||
|
|
56,973
|
|
|
$
|
87.76
|
|
|
56,973
|
|
|
$
|
20.7
|
|
(1)
|
Shares repurchased under a share repurchase program for up to $30 million of our common stock authorized in 2015. Refer to our Annual Report on Form 10-K for the year ended
December 31, 2016
, Note
11
.
Stockholders' Equity
for share repurchase program details.
|
John Bean Technologies Corporation
|
(Registrant)
|
|
/s/ MEGAN J. RATTIGAN
|
Megan J. Rattigan
|
Vice President, Controller and duly authorized officer
|
(Principal Accounting Officer)
|
I. TRANSITION AND SEPARATION FROM EMPLOYMENT
|
II. BENEFITS/CONSIDERATION
|
III. RELEASE AND WAIVER
|
IV. VOLUNTARY AGREEMENT; ADVICE OF COUNSEL; 21-DAY PERIOD
|
(a)
|
He has read this Agreement, and understands its legal and binding effect. He is acting voluntarily and of his own free will in executing this Agreement.
|
(b)
|
The consideration for this Agreement, described above, is in addition to anything of value to which he already is entitled.
|
(c)
|
He has had the opportunity to seek, and he was advised in writing to seek, legal counsel prior to signing this Agreement.
|
(d)
|
He has been given at least twenty one (21) days to consider the terms of this Agreement before signing it.
|
(e)
|
He agrees with the Company that changes, whether material or immaterial, do not restart the running of the 21-day consideration period.
|
(f)
|
He has (i) received all compensation due him as a result of services performed for the Company up through his execution of this Agreement; (ii) reported to the Company any and all work-related injuries incurred by him during his employment by the Company; and (iii) provided the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company or any released person or entity.
|
V. REVOCATION
|
VI. BINDING AGREEMENT
|
VII. CONFIDENTIALITY; COMPANY PROPERTY; NON-COMPETITION/SOLICITATION; COOPERATION AND NON-DISPARAGEMENT
|
VIII. GENERAL PROVISIONS
|
1.
|
I have reviewed this quarterly report on Form 10-Q of John Bean Technologies Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Thomas W. Giacomini
|
|
Thomas W. Giacomini
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of John Bean Technologies Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Brian A. Deck
|
|
Brian A. Deck
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended
September 30, 2017
, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Thomas W. Giacomini
|
|
Thomas W. Giacomini
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended
September 30, 2017
, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Brian A. Deck
|
|
Brian A. Deck
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|